Severyn Carol Jean 4

What Happened

• Carol Jean Severyn, GEVP and Chief Risk Officer of Cullen/Frost Bankers, Inc. (CFR), was awarded 1,681 shares (no cash cost) and on the same date disposed of 700 shares to the issuer at $143.60 each, generating $100,520. The award represents performance stock units that vested for the three‑year period ending Dec. 31, 2025.

Key Details

• Transaction date: February 5, 2026
• Award: 1,681 shares granted/acquired at $0.00 (performance stock units earned)
• Sale: 700 shares disposed to issuer at $143.60 each — total proceeds $100,520
• Shares owned after transaction: not specified in the provided excerpt of the Form 4
• Footnotes:
  • F1: Shares earned from performance stock units granted Oct. 25, 2022 for the three‑year performance period ending Dec. 31, 2025 (approved Feb. 5, 2026).
  • F2: Includes 226 shares acquired through the Cullen/Frost Thrift Stock Plan.
• Filing timeliness: Form 4 filed Feb. 9, 2026 (covers Feb. 5 transactions); filing falls within the SEC two‑business‑day reporting window.

Context

• The filing shows an employer award (performance shares) and a disposition to the issuer. Dispositions to the issuer commonly reflect shares surrendered or withheld by the company (often for tax withholding or to satisfy obligations) rather than an open‑market sale. Awards vesting reflect compensation outcomes for the completed performance period rather than a market purchase signal.