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): September 7, 2021

Cullen/Frost Bankers, Inc.

(Exact name of registrant as specified in its charter)

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:

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 8.01    Other Events

On September 7, 2021, Cullen/Frost Bankers, Inc. (the “Company”) sent a redemption notice to Wilmington Trust Company, the Institutional Trustee and Delaware Trustee for WNB Capital Trust I (the “Trust”), regarding the redemption in full of the Company’s Floating Rate Junior Subordinated Debt Securities due 2034 (the “Debentures”), which will result in the redemption in full of the Trust’s Capital Securities ($1,000 liquidation amount per security and $13,000,000 in the aggregate) and Common Securities ($1,000 liquidation amount per security and $403,000 in the aggregate) (together, the “Trust Securities”), each on October 23, 2021 (with payment to be made on the next succeeding business day). The Trust Securities will be redeemed pro rata in accordance with their terms, at a redemption price corresponding to the redemption price for the Debentures, which will be equal to 100% of the principal amount of the Debentures ($13,403,000 aggregate principal amount) plus unpaid interest accrued on such Debentures to October 23, 2021 ($85,215.14 in the aggregate).

The Company issued a press release on September 7, 2021 regarding the redemption, which is attached as Exhibit 99.1 to this Current Report on Form 8–K and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits:

99.1    Press Release dated September 7, 2021.

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:    September 7, 2021

EXHIBIT INDEX

Document

Exhibit 99.1

A.B. Mendez

Investor Relations

210.220.5234

or

Bill Day

Media Relations

210.220.5427

FOR IMMEDIATE RELEASE

September 7, 2021

Cullen/Frost Announces Redemption of Trust Securities

SAN ANTONIO -- Cullen/Frost Bankers, Inc. (NYSE:CFR) today announced the redemption in full of its Floating Rate Junior Subordinated Debt Securities due 2034 (the “Debentures”), which will result in the redemption in full of the Capital Securities ($1,000 liquidation amount per security and $13,000,000 in the aggregate) and Common Securities ($1,000 liquidation amount per security and $403,000 in the aggregate) (together, the “Trust Securities”) issued by WNB Capital Trust I, which will be redeemed concurrently on October 23, 2021 (with payment to be made on the next succeeding business day). The Trust Securities will be redeemed pro rata in accordance with their terms, at a redemption price corresponding to the redemption price for the Debentures, which will be equal to 100% of the principal amount of the Debentures ($13,403,000 aggregate principal amount) plus unpaid interest accrued on such Debentures to October 23, 2021 ($85,215.14 in the aggregate).

The Trust Securities are held only in physical form. Wilmington Trust Company, as Institutional Trustee and Paying Agent will redeem the Trust Securities in accordance with its procedures and notify the holders thereof. For payment, holders of the Trust Securities will need to surrender their securities in-person or by sending certificates by mail to: Wilmington Trust Company, 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890; Attn: Workflow Management – 5th Floor; Telephone: (302) 636-6524. The method of delivery of the Trust Securities is at the election and risk of the holder surrendering the Trust Securities and delivery will be deemed made only when actually

received by the Institutional Trustee, as Paying Agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested.

Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $46.7 billion in assets at June 30, 2021. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at www.frostbank.com.

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