Form 4: Cullen/Frost CEO Green Receives 24,343 RSUs

Phillip D. Green, Chairman and CEO of Cullen/Frost Bankers, Inc., was granted 24,343 restricted stock units, which will cliff vest in three years.

Summary

• Phillip D. Green, Chairman and CEO of Cullen/Frost Bankers, Inc. (CFR), was granted 24,343 Restricted Stock Units (RSUs).
• Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
• The award was granted on October 28, 2025.
• The restricted stock units will cliff vest three years from the grant date, meaning they will fully vest on October 28, 2028.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Slightly positive as it represents executive alignment and retention, though it's a routine compensation event with minor dilution.

Positives

• The grant of restricted stock units aligns the interests of Chairman and CEO Phillip D. Green with those of shareholders, as the value of the award is tied to the company's stock performance.
• The three-year cliff vesting schedule encourages long-term commitment and performance from the executive.

Negatives

• The issuance of 24,343 restricted stock units, upon vesting, will result in a minor dilution of existing shareholder equity.

Risks

• No specific risks are detailed in this Form 4 filing beyond the inherent risks associated with executive compensation tied to stock performance.

Future Outlook

The restricted stock units are scheduled to cliff vest three years from the grant date, indicating a future equity distribution to the CEO contingent on continued service.

Industry Context

The grant of restricted stock units is a common form of executive compensation in the banking and financial services industry, designed to incentivize long-term performance and retain key leadership.

Related Party Transactions

• Grant of 24,343 Restricted Stock Units to Phillip D. Green, Chairman and CEO, by Cullen/Frost Bankers, Inc.

Stakeholder Impact

• Shareholders: Minor potential dilution upon vesting of the RSUs. Increased alignment of executive interests with shareholder value.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Phillip D. Green will continue to hold the unvested restricted stock units until the vesting date.
• Upon vesting on October 28, 2028, the 24,343 restricted stock units will convert into shares of Cullen/Frost common stock.

Key Dates

Keywords

Cullen/Frost Bankers, CFR, Phillip D. Green, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Form 4, Stock Grant, CEO