8-K
CULLEN/FROST BANKERS, INC. (CFR)
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): January 28, 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 <br>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.
On January 27, 2026, Dr. Chris Avery notified Cullen/Frost Bankers, Inc. ("Cullen/Frost") of his decision to retire and not stand for re-election to the Board of Directors (the "Board") of Cullen/Frost when his term expires at Cullen/Frost's 2026 Annual Meeting of Shareholders currently scheduled to be held on April 29, 2026.
On January 28, 2026, the Board of Cullen/Frost elected Marsha M. Shields and Jeffrey M. Rummel to serve as directors of Cullen/Frost effective immediately. Also on January 28, 2026, the size of the Board was expanded from thirteen to fifteen members.
Marsha M. Shields is the CEO and Managing Partner of McCombs Enterprises and oversees the Red McCombs family’s core businesses including Red McCombs Automotive Group, McCombs Energy Ltd. and McCombs Family Partners Ltd. She is also the President and Director of the McCombs Foundation Inc.; a Trustee of the Texas Biomedical Research Institute; and a member of the Board of Visitors of the University of Texas MD Anderson Cancer Center. Mrs. Shields holds a Bachelor’s Degree from Duke University and also completed an executive education program in accounting, finance, and business management from the University of Texas at Austin.
Jeffrey M. Rummel served as the San Antonio Office Managing Partner of Ernst & Young (“EY”) from 2020 to June 2025. He served as the lead audit partner on a number of publicly traded companies in the financial services sector as well as various leadership roles at EY for over 37 years. Mr. Rummel's leadership roles included Market Segment Leader of the Southwest Region of Financial Services Office from 2015 to 2018; the BCM Southwest Regional Practice Leader from 2013 to 2015 and the Regional Bank Audit Practice Leader of the Southwest Region from 2009 to 2013. Mr. Rummel has significant experience auditing and assessing risk at large complex financial institutions.
The Board has determined that Mrs. Shields and Mr. Rummel are each independent under the listed company standards of the New York Stock Exchange and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Mrs. Shields and Mr. Rummel will each serve on the Audit and Risk Committees of the Board and their compensation will be consistent with that of other non-employee directors.
There are no arrangements or understandings between Mrs. Shields or Mr. Rummel and any other person pursuant to which they were each selected as a director. Mrs. Shields has an ownership percentage in certain entities which had banking transactions with Cullen/Frost and our subsidiaries in the ordinary course of business during 2025, and additional transactions are expected to take place in the ordinary course of business in 2026.
Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by Cullen/Frost on January 30, 2026. 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 Press Release.
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/ Daniel J. Geddes
Daniel J. Geddes
Group Executive Vice President
and Chief Financial Officer
Dated: January 30, 2026
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. |
Document
Exhibit 99.1
A.B. Mendez
Investor Relations
210-220-5234
or
Bill Day
Media Relations
210-220-5427
FOR IMMEDIATE RELEASE
CULLEN/FROST BANKERS ANNOUNCES TWO ADDITIONS
TO BOARD OF DIRECTORS; AVERY TO RETIRE
SAN ANTONIO, Jan. 30, 2026 – The board of directors of Cullen/Frost Bankers, Inc. (NYSE: CFR) announced that two new directors, Marsha M. Shields and Jeff Rummel, have been elected to the board.
“We’re glad to be able to add Marsha and Jeff to the board, and we look forward to the addition of their knowledge and experience,” said Cullen/Frost Chairman and CEO Phil Green. “They’re both longtime Texans with plenty of business and policy experience, and their perspectives will be of value as we expand our company.”
Shields is the CEO and Managing Partner of McCombs Enterprises and oversees the Red McCombs family’s core businesses, including Red McCombs Automotive Group, McCombs Energy Ltd. and McCombs Family Partners Ltd. She is also the president and director of the McCombs Foundation, Inc., a trustee of the Texas Biomedical Research Institute, and a member of the Board of Visitors of the University of Texas M.D. Anderson Cancer Center. She has
served on the board of Clear Channel Outdoor Holdings. She holds a bachelor’s degree from Duke University and completed an executive education program in accounting, finance, and business management from the University of Texas at Austin.
Rummel served as the managing partner of Ernst & Young’s San Antonio office from 2020-25. He served as the lead audit partner for several publicly traded companies in the financial services sector as well as various leadership roles at Ernst & Young for more than 37 years, giving him significant experience auditing and assessing risk at large complex financial institutions. He also is a board member of the Alamo Bowl. He holds a bachelor’s degree from the University of Texas and is a retired certified public accountant.
The board also announced that Chris Avery, who has been a director since 2015, will retire from board service when his term expires in April of this year. Avery, a licensed physician and board-certified anesthesiologist, also serves as chairman and former CEO of James Avery Craftsman, Inc.
“We appreciate Chris’s service on our board, which coincided with major initiatives like our organic expansion as well as critical situations like getting through the pandemic,” Green said. “We all congratulate him on his well-deserved retirement.”
About Frost:
Frost is the banking, investments and insurance subsidiary of Cullen/Frost Bankers, Inc. (NYSE: CFR), a financial holding company with $53 billion in assets at Dec. 31, 2025. 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.
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