Sec Form 4 Filing - FROST PATRICK B @ CULLEN/FROST BANKERS, INC. - 2022-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FROST PATRICK B 2. Issuer Name and Ticker or Trading Symbol CULLEN/FROST BANKERS, INC. [ CFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of Frost Bank (Last) (First) (Middle) 111 WEST HOUSTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2022 (Street) SAN ANTONIO, TX78205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value 02/04/2022 M 10,490 A $ 54.56 146,549 D Common Stock, $0.01 par value 02/04/2022 S 6,601 D $ 139.33( 1 ) 139,948 D Common Stock, $0.01 par value 347,854.1 I( 2 ) Through Trust Common Stock, $0.01 par value 42,449.58 I( 3 ) Through Trust Common Stock, $0.01 par value 16,870.88 I( 4 ) Through Trust Common Stock, $0.01 par value 46,555.87 I( 5 ) Through Trust Common Stock, $0.01 par value 630 I( 6 ) By Spouse Common Stock, $0.01 par value 2,700 I( 7 ) Through Trust Common Stock, $0.01 par value 121,405.8 I( 8 ) Through Trust Common Stock, $0.01 par value 1,486.44 I( 9 ) Through Limited Liability Company Common Stock, $0.01 par value 334,452 I( 10 ) Through Trust Common Stock, $0.01 par value 40,975 I Through 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 54.56 02/04/2022 M 10,490 10/23/2016 10/23/2022 Common Stock 10,490 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FROST PATRICK B 111 WEST HOUSTON STREET SAN ANTONIO, TX78205 X President of Frost Bank Signatures /s/ Patrick B. Frost 02/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price in Column 4 is based on a weighted average price. The prices actually paid range from $139.13 to $139.545. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 2 )Reflects Common Stock and limited partnership interests held by a trust, established under the will of Mr. Frost's late father, of which Mr. Frost is the sole trustee and Mr. Frost's mother is the sole beneficiary. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. ( 3 )Reflects limited partnership interests held by a trust, established under the will of Mr. Frost's late father, of which Mr. Frost is the sole trustee and Mr. Frost's mother and Mr. Frost, his siblings, and the descendants of Mr. Frost and his siblings are beneficiaries. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. ( 4 )Reflects interests in a limited partnership and its general partner held by a trust of which Mr. Frost is the sole trustee and Mr. Frost's mother is sole beneficiary. The number of shares reported assumes that each interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. ( 5 )Reflects limited partnership interests held by a trust of which Mr. Frost is the sole trustee and Mr. Frost and his children are beneficiaries. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. ( 6 )Mr. Frost disclaims beneficial ownership of these shares. ( 7 )Reflects shares of Common Stock held by separate trusts of which Mr. Frost is the sole trustee and Mr. Frost's children are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares. ( 8 )Reflects limited partnership interests held by a trust of which Mr. Frost is the sole trustee and Mr. Frost is a beneficiary. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 9 )Reflects interests in a limited liability company of which Mr. Frost is the manager. The number of shares reported assumes each limited liability company interest represents a proportionate interest in the shares of Common Stock in which the limited liability company has a pecuniary interest. ( 10 )Mr. Frost and his three brothers are co-trustees of this trust of which Mr. Frost's mother is sole beneficiary. Mr. Frost disclaims beneficial ownership of these shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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