cfr-20260211
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K/A
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 11, 2026
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
This Current Report on Form 8-K/A (this “Amendment”) is being furnished pursuant to Item 7.01 solely to report that Cullen/Frost has posted an updated investor presentation as of December 31, 2025 on its website (https://investor.frostbank.com) and to replace the earlier investor presentation furnished in Exhibit 99.1 (the “Initial Exhibit”) attached to Cullen/Frost’s Current Report on Form 8-K dated February 11, 2026 (the “Initial 8-K”) in its entirety to provide additional information regarding Cullen/Frost's technology strategy, update certain peer data, and to correct certain items in the Initial Exhibit.
This Current Report on Form 8-K/A (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 5, 2026, 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:
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/ Matthew B. Henson
Matthew B. Henson
Executive Vice President
and Chief Accounting Officer
Dated: March 3, 2026
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. | |||||||