false 0000039263 0000039263 2024-02-23 2024-02-23 0000039263 exch:XNYS us-gaap:CommonStockMember 2024-02-23 2024-02-23 0000039263 exch:XNYS us-gaap:PreferredClassBMember 2024-02-23 2024-02-23
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2024
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)

Texas |  | 001-13221 |  | 74-1751768
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

111 W. Houston Street, | San Antonio, | Texas |  | 78205
(Address of principal executive offices) |  | (Zip code)

| (210) | 220-4011 |
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $.01 Par Value |  | CFR |  | New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B |  | CFR.PrB |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure
Cullen/Frost has posted an investor presentation dated as of December 31, 2023 on its website at https://investor.frostbank.com. A copy of the slide presentation is being furnished as Exhibit 99.1.
This Current Report on Form 8-K (including the Exhibit hereto) includes forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, the Private Securities Litigation Reform Act of 1995, as amended, and the rules under each of those statutes. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Please refer to the Cullen/Frost’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 6, 2024, and our other filings made from time to time with the Securities and Exchange Commission for a list of risk factors and cautionary statements about facts, circumstances, conditions and risks that may cause us to deviate from the expectations set forth in this presentation.
The information furnished by Cullen/Frost pursuant to this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1 Inv estor presentation.
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CULLEN/FROST BANKERS, INC.
By: /s/ Jerry Salinas
Jerry Salinas
Group Executive Vice President
and Chief Financial Officer
Dated: February 23, 2024

EXHIBIT INDEX

Exhibit Number |  | Description
99.1 |  | Investor Presentation
104 |  | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.