Stead Jimmy 4

What Happened

• Jimmy Stead, GEVP Chief Consumer Banking at Cullen/Frost Bankers (CFR), had 2,155 performance shares issued (code A) on Feb 5, 2026. On the same date he disposed 885 shares to the issuer (code D) at $143.60 per share, generating $127,086.
• The 2,155 shares represent earned performance stock units granted Oct 25, 2022 for the three‑year performance period ending Dec 31, 2025 and approved by the Compensation & Benefits Committee on Feb 5, 2026. At the reported price of $143.60 the vested award is roughly $309,000 before the disposition.

Key Details

• Transaction date: Feb 5, 2026; filing date: Feb 9, 2026 (timely — within the SEC two business‑day window).
• Disposition: 885 shares at $143.60 — proceeds $127,086.
• Acquisition: 2,155 shares reported as an award/grant (reported price $0.00 on Form 4).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 — shares earned from PSUs granted 10/25/2022 for the 3‑year period ending 12/31/2025 and approved 2/5/2026. F2 — “includes 318 shares acquired through the Cullen/Frost Thrift Stock Plan.”
• Transaction codes: A = Award/Grant; D = Disposition to issuer.

Context

• This appears to be a vesting/settlement of performance stock units (PSUs) rather than an open‑market purchase or voluntary sale. The disposition to the issuer is commonly used to satisfy tax withholding obligations, though the filing does not explicitly state the reason. Such award‑related dispositions are routine and do not necessarily indicate a view on the company’s near‑term prospects.