8-K

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): July 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Group Executive Vice President, Chief Financial Officer and Chief Accounting Officer

On July 1, 2024, Jerry Salinas notified Cullen Frost Bankers, Inc. (the “Company”) of his intention to retire as Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company and Frost Bank effective as of December 31, 2024.

Appointment of Group Executive Vice President and Chief Financial Officer

On July 1, 2024, the Company announced that Dan Geddes will be appointed to the position of Group Executive Vice President and Chief Financial Officer effective as of January 1, 2025.

Mr. Geddes, age 50, joined the Company in 1997 and served as the San Antonio Region President from August 2021 to present. Prior to that time, he served as a Market President and the Houston Expansion Lead from October 2018 to August 2021 and held the position of Sales Manager for the Commercial Real Estate group from November 2014 to October 2018. Mr. Geddes began his career as a credit analyst in Credit Administration at Frost Bank and held various other positions with increasing responsibility within Frost Bank since 1997. Mr. Geddes graduated from Trinity University with a B.S. in Business Administration with a concentration in Accounting and Finance.

There was no arrangement or understanding between Mr. Geddes and any other persons pursuant to which Mr. Geddes was elected as an officer and there are no related party transactions involving Mr. Geddes that are reportable under Item 404(a) of Regulation S-K. Mr. Geddes has no family relationship with any of the executive officers or directors of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. There are no compensatory arrangements between the Company and Mr. Geddes that are required to be disclosed at this time.

Appointment of Chief Accounting Officer

On July 1, 2024, the Company announced that Matt Henson will be appointed to the position of Chief Accounting Officer effective as of January 1, 2025.

Mr. Henson, age 53, joined the Company in 2003 and has held the role of Executive Vice President and Director of External Reporting since 2006. Prior to joining the Company, Mr. Henson worked in public accounting. He graduated with a B.S. in Accountancy and Finance from Miami University (Oxford, Ohio) and is a Certified Public Accountant and Certified Bank Auditor.

There was no arrangement or understanding between Mr. Henson and any other persons pursuant to which Mr. Henson was elected as an officer and there are no related party transactions involving Mr. Henson that are reportable under Item 404(a) of Regulation S-K. Mr. Henson has no family relationship with any of the executive officers or directors of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company.

Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Company on July 1, 2024. The information furnished by the Company pursuant to this item, including

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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.

9.01    Financial Statements and Exhibits

(d)   Exhibits:

99.1    Press Release

104    Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

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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
	(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
Dated:	July 1, 2024

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EXHIBIT INDEX

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

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EX-99.1

Exhibit 99.1

A.B. Mendez

Investor Relations

210.220.5234

or

Bill Day

Media Relations

210.220.5427

FOR IMMEDIATE RELEASE

JERRY SALINAS, FROST’S CHIEF FINANCIAL OFFICER,

TO RETIRE AT END OF THIS YEAR

SAN ANTONIO, July 1, 2024 – Cullen/Frost Bankers, Inc. (NYSE: CFR) announced today that Jerry Salinas, group executive vice president & chief financial officer of Cullen/Frost and Frost Bank, has decided to retire at the end of 2024. Salinas has worked at Frost since 1986 in several positions, including being named bank and corporate controller in 1989 and treasurer in 1997. He became senior executive vice president and treasurer in 2001 and was named to his current position in 2015.

“If you think of any major initiative that the company has undertaken in the past four decades –acquisitions, major transactions, our expansion projects – Jerry played an important role in all of them,” said Phil Green, Cullen/Frost Chairman and CEO. “In addition, Jerry has been a trusted adviser and a good friend. I would like everyone at Frost to join me in thanking him and congratulating him on his well-deserved retirement.”

Salinas said he was grateful for the chance to spend his career at Frost. “It has been a great experience to help the company grow and prosper over the years, and it has been a blessing to have spent my career at an organization with such a great culture and with core values that mirror my personal values,” he said. “I have worked for Phil my entire career at Frost, and I am grateful for his mentorship, trust and friendship over the years. I will miss the relationships that I have developed here and will remember them fondly as I look forward to the next phase of my life.”

Effective immediately, Frost’s San Antonio Region President Dan Geddes will step down from his current position as he transitions to assume the role of chief financial officer on Jan. 1, 2025. Geddes will join Frost’s executive leadership team in the interim.

“Dan is a 27-year Frost commercial banker who has a broad experience in our company, having led the successful execution of our Houston expansion as well as successfully leading our largest region in our headquarters market of San Antonio,” Green said. “At Frost, we expect our CFO to also act as a kind of chief integrity officer, which Jerry did admirably. Dan will do a fantastic job continuing that tradition.”

Longtime San Antonio commercial banker Clay Jones has been named the new San Antonio region president, effective immediately. Matt Henson, an executive vice president with 21 years of experience in Frost’s accounting division, will assume the role of chief accounting officer on Jan. 1, 2025.

About Frost:

Frost is the banking, investments and insurance subsidiary of Cullen/Frost Bankers, Inc. (NYSE: CFR), a financial holding company with $49.5 billion in assets at March 31, 2024. One of the 50 largest U.S. banks by asset size, Frost provides a full range of banking, investments and insurance services to businesses and individuals in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped Texans with their financial needs during three centuries. For more information, visit www.frostbank.com.

XML

Document and Entity Information Statement	Jul. 01, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 01, 2024
Entity Registrant Name	Cullen/Frost Bankers, Inc.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-13221
Entity Tax Identification Number	74-1751768
Entity Address, Address Line One	111 W. Houston Street,
Entity Address, City or Town	San Antonio,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78205
City Area Code	(210)
Local Phone Number	220-4011
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000039263
Common Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	CFR
Security Exchange Name	NYSE
Preferred Class B | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	CFR.PrB
Security Exchange Name	NYSE