cfr-20260320

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐			Soliciting Material Pursuant to §240.14a-12

Cullen/Frost Bankers, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Frost-29001 Cullen Frost Bankers 2025 Annual Report-Proxy Statement Cover.jpg

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 29, 2026

The Board of Directors (the "Board") of Cullen/Frost Bankers, Inc. ("Cullen/Frost," "we," "us," or the "Company") is furnishing you this proxy statement to solicit shareholder proxies to be voted at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") and any adjournment or postponement thereof.

The Annual Meeting will be held in the Frost Tower Conference Center, 111 West Houston Street, San Antonio, Texas 78205, on Wednesday, April 29, 2026, at 10:30 a.m., Central Time, for the following purposes:


1.			To elect fourteen director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2027 Annual Meeting of Shareholders.

2.			To provide nonbinding approval of executive compensation.

3.			To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2026.

4.			To transact any other business that may properly come before the meeting.

The record date for the determination of the shareholders entitled to receive notice of and vote at the Annual Meeting, or any adjournments or postponements thereof, was the close of business on March 4, 2026.

Your vote is very important. Shareholders of record may vote by following the instructions on their proxy card. You can vote your shares over the internet, phone or email. If you received a paper proxy card by mail, you may also vote by signing, dating and returning the proxy card by mail.

Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. If you attend the meeting, you will have the right to supersede the proxy and vote your shares in person.

Shareholders attending the Annual Meeting should take the elevators from the Frost Tower lobby to Floor 15 where Conference Center staff will direct you to the meeting room. All shareholders are cordially invited to attend the Annual Meeting.

We will first mail the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to certain shareholders on or about Friday, March 20, 2026. Shareholders who do not receive the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting will continue to receive a paper copy of our proxy materials, which will be mailed on or about the same day. All proxy materials will be available by March 20, 2026 at www.proxydocs.com/CFR.


			By Order of the Board of Directors,

			Coolidge E. Rhodes, Jr.
			Group Executive Vice President
			General Counsel and Corporate Secretary

Dated: March 20, 2026


TABLE OF CONTENTS		Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY SUMMARY		1
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS		9
	Meetings and Attendance	9
	Committees of the Board	9
	Leadership Structure	10
	Risk Oversight	11
	Shareholder Engagement	13
	Director Refreshment and Board Evaluation Process	14
	Director Compensation	15
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		17
CORPORATE GOVERNANCE MATTERS		24
	Director Independence	24
	Meetings of Non-Management Directors	25
	Communications with Directors	25
	Corporate Governance Guidelines	25
	Code of Business Conduct and Ethics	25
	Insider Trading Policy and Procedures	25
CERTAIN TRANSACTIONS AND RELATIONSHIPS		26
EXECUTIVE COMPENSATION AND RELATED INFORMATION		27
	Compensation and Benefits Committee Governance	27
	Compensation and Benefits Committee Interlocks and Insider Participation	28
	Compensation and Benefits Committee Report	28
	Compensation Discussion and Analysis	29
	Executive Summary	29
	2025 Say on Pay Vote	31
	Objectives of the Compensation Program	31
	Design of the Total Compensation Program and Overview of Compensation Decisions Made in 2025	31
	Relation of Pay Practices to Risk Management	33
	Elements of Compensation: The 2025 Compensation Program Detail and Key 2026 Actions	33
	Summary Compensation Table	42
	Grants of Plan-Based Awards Table	43
	Holdings of Previously Awarded Equity Table	44
	Options Exercised and Stock Vested Table	45
	Post-Employment Benefits	45
	Potential Payments upon Termination or Change in Control	47
	Pay versus Performance	49
	Pay Ratio	52
PROPOSAL NO. 2 - NONBINDING APPROVAL OF EXECUTIVE COMPENSATION		53
AUDIT COMMITTEE REPORT		54
PROPOSAL NO. 3 - RATIFICATION OF THE APPOINTMENT OF AUDITORS		55
PRINCIPAL SHAREHOLDERS		56
STOCK OWNERSHIP OF SECTION 16(a) EXECUTIVE OFFICERS AND DIRECTORS		57
DELINQUENT SECTION 16(a) REPORTS		57
RECORD DATE AND VOTING RIGHTS		57
	Proxies	58
	Quorum and Voting Requirements	58
	Expenses of Solicitation	59
	Householding	59
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL SHAREHOLDER MEETING		59
FORWARD-LOOKING STATEMENTS		60
OTHER MATTERS		60
APPENDIX A		61

PROXY SUMMARY

This proxy summary highlights important information contained elsewhere in the proxy statement. Since it does not contain all the information you should consider before voting your shares, please read the entire proxy statement carefully before voting.

General Information About the Meeting



Date:			Wednesday, April 29, 2026

Time:			10:30 a.m., Central Time

Location:			Frost Tower Conference Center, 111 West Houston Street, San Antonio, Texas 78205

Record Date:			March 4, 2026

How to Vote

Shareholders of record as of the close of business on March 4, 2026 may vote.




Online	By Phone	By Mail	In Person

Registered holders: www.proxydocs.com/CFR Beneficial holders: Follow instructions provided by your broker, bank, or other nominee.	Call the phone number at the top of your proxy card.	Complete, sign, date and return your proxy card in the envelope provided.	If you choose to vote during the Annual Meeting, you will need the control number appearing on the Notice of Internet Availability of Proxy Materials or proxy card distributed to you.

Your vote is important. Please submit your proxy as soon as possible via the internet, mail or telephone. If your shares are held by a broker, bank, or other nominee, it is important that you provide instructions to them so that your vote is counted on all matters.

Proposals


Item		Board Recommendation

1.	To elect fourteen director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2027 Annual Meeting of Shareholders.	FOR

2.	To provide nonbinding approval of executive compensation.	FOR

3.	To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2026.	FOR

4.	To transact any other business that may properly come before the meeting.	__

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 1

Board Skills and Experience of Director Nominees

The Board of Directors of Cullen/Frost (the "Board") believes that it has the right mix of qualifications, skills, experience, and perspectives that allow it to fulfill its responsibilities, including overseeing management’s execution of our corporate strategy, which is designed to create long-term shareholder value. The information below shows how the Board’s collective qualifications, skills, and experience relate to the Company’s culture and corporate strategy. For biographical information regarding each of our directors and their individual qualifications, skills, and experience see, "Election of Directors (Proposal No. 1)."

Audit and Finance

Experience in corporate finance and audit matters.

Human Capital Management

Experience in managing people and related employment issues including, but not limited to, compensation.

Corporate Governance

Experience in corporate governance and regulatory matters.

Leadership

Experience as a CEO, senior executive or leader of significant operations.

Culture

Has values and reputation that align with the Frost core values.

Risk Management

Experience in identifying, analyzing, or mitigating operational, regulatory, or other business-related risks.

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 2

Director Nominees Snapshot

Our director nominees include fourteen current Board members.

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 3

Director Nominees

Name

Age

Director

Since

Independent

Occupation

Hope Andrade

2024

Yes

Partner, Go Rio San Antonio River Cruises

Anthony R. Chase

2020

Yes

Former Chairman and CEO, ChaseSource LP

Cynthia J. Comparin

2018

Yes

Founder and Former CEO, Animato Technologies Corp.

Samuel G. Dawson

2017

Yes

CEO and Co-Owner, Pape-Dawson

Crawford H. Edwards

2005

Yes

President, Cassco Development Co., Inc.

John T. Engates

2025

Yes

Former Field Chief Technology Officer, Cloudflare, Inc.

Phillip D. Green

2016

Chairman of the Board and CEO of Cullen/Frost and Frost Bank

David J. Haemisegger

2008

Yes

President, NorthPark Management Company

Charles W. Matthews

2010

Yes

Former Vice President, General Counsel, Exxon Mobil Corporation

Joseph A. Pierce

2022

Yes

Senior Vice President and General Counsel, AMB Sports & Entertainment

Jeffrey M. Rummel

2026

Yes

Former San Antonio Office Managing Partner, Ernst & Young

Linda B. Rutherford

2022

Yes

Former Chief Administration Officer, Southwest Airlines

Marsha M. Shields

2026

Yes

CEO and Managing Partner, McCombs Enterprises

Jack Willome

2023

Yes

Former President, Ellison Industries

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 4

CORPORATE CITIZENSHIP AND SUSTAINABILITY MATTERS

We believe that the considerations and risks associated with sustainability matters can best be managed through our corporate culture, including The Frost Philosophy, a combination of our mission statement and our core values of Integrity, Caring and Excellence, which can be found in our Blue Book on our website at frostbank.com/corporate-citizenship.



Our Mission Statement
We will grow and prosper, building long-term relationships based on top-quality service, high ethical standards and safe, sound assets.


Our Core Values
Integrity			A steadfast adherence to an ethical code. We go out of our way to do the right thing, even when no one is looking. Integrity is woven into the very fabric of our business. Since 1868, we've fostered a culture of doing the right thing because it's the right thing to do. We own our successes and mistakes, we treat everyone with dignity and respect, and we always keep our word.
Caring			We are committed to investing in our communities and providing support for programs and services which have a direct impact on the people who live and work there. You’ll find our employees actively working in our communities through charitable endeavors, facilitating financial literacy classes and more.
Excellence			Commitment to being outstanding. We go above and beyond expectations to deliver sustained superior financial performance and success and satisfaction for all.

Recognition

We are honored to be recognized with the following recent accolades:

Highest Customer Satisfaction with Consumer Banking in Texas

16th Consecutive Year

JD Power and Associates

#1 All-Time Award Leader with 471 Greenwich Awards since 2009

Greenwich

2026

Best Regional Banks in America

Newsweek

Top Performing Banks in America

American Banker's

We believe the best way to deliver long-term value is by delivering on our commitments to the stakeholders we serve – our customers, employees, shareholders, and communities.

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 5


SUSTAINABILITY PILLARS

Our intention is to focus on sustainability topics most relevant to our business, communities and stakeholders. Sustainability encompasses our commitments to good corporate governance practices, our people, our communities, and conservation. The Corporate Governance and Nominating Committee of the Board oversees our on-going commitment to integrate corporate responsibility into our business. The Corporate Governance and Nominating Committee receives regular reports from management regarding the Company's sustainability impacts and opportunities. Through our four key sustainability pillars listed below, management’s approach to sustainability focuses on ethics and integrity, risk management, and seeking out proactive initiatives that add value for our business, employees, stakeholders, and communities in which we operate.




COMMITMENT TO CORPORATE GOVERNANCE We believe that good corporate governance is critical to our long-term success and execution of our strategy. The Board has adopted thoughtful governance practices and processes intended to ensure independence, transparency, management accountability, effective decision making, and appropriate monitoring of compliance and performance. We believe that these strong corporate governance practices, together with our core values, are critical to providing lasting value to the shareholders of our Company.						COMMITMENT TO OUR PEOPLE We're committed to making a difference in people's lives by fostering an inclusive and supportive workplace for all and by treating people with dignity and respect. We remain focused on supporting our employees across the full employee lifecycle from recruitment, onboarding, training, and development. We are focused on actively listening to our workforce, broadening our talent pipeline, and promoting the physical, mental, and financial wellness of our employees.



COMMITMENT TO OUR COMMUNITIES We continue making substantial impacts in the communities where our customers and our employees live and work. Through lending, investing, grants, and volunteerism, we participate in the growth, revitalization, and sustainability of the communities we proudly serve.						COMMITMENT TO CONSERVATION Our commitment to conservation begins with understanding the potential impact of environmental risks and opportunities to care for our environment and natural resources, as well as strengthen our business resilience and improve operational efficiency to reduce our impact on the environment.

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 6

EXECUTIVE COMPENSATION SUMMARY

We enjoy a strong history of stable and profitable performance. We believe everyone is significant at our Company and successful performance occurs when everyone works together as a team with common goals. As a result, our executive compensation programs generally focus on total Company success. Therefore, we generally target our executive compensation to be in a competitive range of our peer group while taking into account various other factors, including market conditions, Company performance, internal equity, and individual experience and performance levels, among other things. Because we believe Cullen/Frost should be a safe and sound place to do business, we strive to avoid excessive risk and do not offer executive compensation programs that would encourage the taking of such risks. Further, we believe that the consistency and continuity of our management team serves to enhance our conservative yet profitable risk profile.

2025 Named Executive Officers



			Phillip D. Green			Chairman of the Board and CEO of Cullen/Frost and Frost Bank

			Daniel J. Geddes			Group Executive Vice President and CFO of Cullen/Frost and Frost Bank

			Paul H. Bracher			President, Group Executive Vice President and Chief Banking Officer of Cullen/Frost and Frost Bank

			Jimmy Stead			Group Executive Vice President and Chief Consumer Banking and Technology Officer of Cullen/Frost and Frost Bank

			Coolidge E. Rhodes, Jr.			Group Executive Vice President and General Counsel and Corporate Secretary of Cullen/Frost and Frost Bank

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 7

Key Elements of our 2025 Executive Compensation Program

Our compensation mix is heavily performance-based with 83% of the CEO’s and 70% of the other Named Executive Officers’ average annualized target compensation at-risk and contingent upon the achievement of performance objectives. Additionally, 55% of the CEO’s and 38% of the other Named Executive Officers' average compensation is in the form of long-term incentives.

Pay for Performance

Compensation Policies

What We Don't Do

☑

A substantial portion of our CEO and Named Executive Officers' compensation is at-risk and performance-based.

☑

Prohibition on pledging and hedging Company stock.

☒

No single-trigger severance payments or vesting following a change in control.

☑

Benchmark compensation against a representative peer group that is reviewed on an annual basis.

☑

Clawback policy for executive officers.

☒

No excise tax gross up payments.

☑

Require minimum thresholds and maximum award caps.

☑

Robust stock ownership guidelines for directors and executive officers.

☒

No excessive perquisites.

☑

Performance share unit measure is aligned with creating long-term shareholder value.

☑

Annual assessment of peer group composition and compensation related risks.

☒

No employment agreements for our executives.

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 8

GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

Meetings and Attendance

The Board of Directors had five meetings in 2025. All of the directors attended 100% of the meetings of the Board and the Committees of the Board on which he or she served during 2025, with the exception of one director who attended more than 93% of the total Board and Committee meetings.

The Board has a policy which encourages all directors to attend the Annual Meeting of Shareholders. All directors attended the 2025 Annual Meeting of Shareholders.

Committees of the Board

The Board has six committees, each of which is described in the chart below, along with the current membership.


Committee	Members (*Chair)	Primary Responsibilities	Meetings in 2025

Audit	Cynthia J. Comparin* Hope Andrade Samuel G. Dawson David J. Haemisegger Charles W. Matthews Joseph A. Pierce Jeffrey M. Rummel Linda B. Rutherford Marsha M. Shields	•Assists Board oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of the independent auditors and our internal audit function. •Appoints, compensates, retains and oversees the independent auditors, and pre-approves all audit and non-audit services.	5

Compensation and Benefits	Charles W. Matthews* Chris M. Avery Anthony R. Chase Samuel G. Dawson Joseph A. Pierce Linda B. Rutherford Jack Willome	•Oversight of the development and implementation of our compensation and benefits programs. •Reviews and approves the corporate goals and objectives relevant to the compensation of the Chief Executive Officer (the "CEO"), evaluates the CEO’s performance based on those goals and objectives, and sets the CEO’s compensation based on the evaluation. •Oversight of human capital management.	3

Corporate Governance and Nominating	Charles W. Matthews* Chris M. Avery Anthony R. Chase Samuel G. Dawson Joseph A. Pierce Linda B. Rutherford Jack Willome	•Maintains and reviews our corporate governance guidelines. •Oversight of and establishes procedures for the evaluation of the Board. •Identifies and recommends candidates for election to the Board. •Reviews related party transactions. •Responsible for CEO succession plan discussions. •Oversight of our sustainability business strategy.	2

Executive	Phillip D. Green* Charles W. Matthews	•Acts for the Board in between meetings, except as limited by resolutions of the Board, our Articles of Incorporation or Bylaws, and applicable law.	__

Risk	Crawford H. Edwards* Hope Andrade Anthony R. Chase John T. Engates Phillip D. Green David H. Haemisegger Charles W. Matthews Jeffrey M. Rummel Marsha M. Shields Jack Willome	•Oversight of our long-term strategy development. •Oversight of our enterprise risk management framework, including policies, procedures, strategies and systems established to measure, mitigate, monitor and report major risks. •Assists Board oversight across the organization for the types of risks to which we are exposed, including: credit, operational, compliance/regulatory, liquidity, and reputation.	4

Technology and Cybersecurity	John T. Engates* Chris M. Avery Cynthia J. Comparin Crawford H. Edwards Charles W. Matthews	•Oversight of our information technology and information security programs, including cybersecurity.	4

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 9

The Board has adopted written charters for the Audit Committee, the Compensation and Benefits Committee, the Corporate Governance and Nominating Committee, the Risk Committee, and the Technology and Cybersecurity Committee. All of these charters are available at investor.frostbank.com or in print to any shareholder making a request by contacting the Corporate Secretary, at 111 West Houston Street, San Antonio, Texas 78205.

As described in more detail below under "Corporate Governance Matters—Director Independence," the Board has determined that each member of the Audit Committee, the Compensation and Benefits Committee, and the Corporate Governance and Nominating Committee is independent within the meaning of the rules of the New York Stock Exchange, Inc. ("NYSE"). The Board has also determined that each member of the Audit Committee is independent within the meaning of the rules of the SEC. In addition, the Board has determined that each member of the Audit Committee is "financially literate" and that at least one member of the Audit Committee has "accounting or related financial management expertise," in each case within the meaning of the NYSE's rules. The Board has also determined that Ms. Comparin and Messrs. Haemisegger and Rummel are "audit committee financial experts" within the meaning of the SEC's rules.

Leadership Structure

As provided in our Corporate Governance Guidelines, our Board selects its Chairman, Lead Director, and CEO in a way that it considers to be in the best interests of Cullen/Frost. The Board does not have a policy on whether the role of Chairman and CEO should be separate or combined, but believes that the most effective leadership structure for us is to combine these responsibilities. This structure avoids the potential confusion and conflict over who is leading the Company, both within the Company and when dealing with investors, customers and counterparties, and the duplication of efforts that can result from the roles being separated. The Board also believes that combining these roles in one person enhances accountability for our performance. Furthermore, as we have traditionally combined these roles, separating them could cause significant disruption in oversight and lines of reporting.


Powers and Duties of our Lead Director

•Provides independent leadership			•Leads the annual CEO evaluation
•Serves as an advisor to the Chairman			•Presides at executive sessions of the independent directors
•Engages with other directors as needed in between Board and Committee meetings			•Provides guidance to the Chairman on Board composition and refreshment
•Presides at any Board meeting at which the Chairman is not present			•Oversight of the Board's governance processes, including Board evaluations, succession planning, and other governance-related matters
•Reviews the agenda, schedule, and materials for each Board meeting in advance

CULLEN/FROST BANKERS, INC. ‖ 2026 PROXY STATEMENT PAGE 10

Risk Oversight

Board of Directors

The Board is responsible for overseeing the strategy and operations of the Company, including risk oversight. The Board interacts on a regular basis with executive officers from both the control and line of business sides of the Company. Furthermore, members of the Board of Cullen/Frost also serve as members of the Board of Frost Bank (including corresponding committees thereof), and as such receive regular reports on the operations of Frost Bank. It is through these various channels that the Board receives the necessary information to oversee the Company’s risk management. The Boards of Cullen/Frost and Frost Bank, and their relevant committees, typically meet in joint session.

⇅

Risk Committee

Audit Committee

Primary responsibility for oversight of our risk management policies including:

•Oversight of compliance with all applicable regulatory obligations under federal and state banking laws, rules, and regulations

•Oversight of our enterprise risk management framework

•Oversight of liquidity, credit, interest rate, and operational risks

Oversight of risks related to:

•Financial reporting, including internal controls

•Legal matters

•Qualifications of the independent auditors

•Compliance with legal and regulatory requirements that may have an effect on the financial statements

SEC Form DEF 14A filed by Cullen/Frost Bankers Inc.