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): February 14, 2020

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
5.375% Non-Cumulative Perpetual Preferred Stock, Series A	CFR.PRA	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 8.01    Other Events

On February 14, 2020, Cullen/Frost Bankers, Inc. issued a press release announcing that it will redeem all 6,000,000 outstanding shares of its 5.375% Non-Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”), at a redemption price per share of $25.00 (the “Redemption Price”). The Redemption Price will be payable on the redemption date of March 16, 2020.

Upon redemption, the Preferred Stock will no longer be outstanding and all rights with respect to such stock will cease and terminate, except the right to payment of the Redemption Price.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits:

99.1 Press Release dated February 14, 2020.

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:    February 14, 2020

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 14, 2020.
104	Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

EX-99.1

Exhibit 99.1

A.B. Mendez

Investor Relations

210.220.5234

or

Bill Day

Media Relations

210.220.5427

FOR IMMEDIATE RELEASE

February 14, 2020

Cullen/Frost Announces Redemption Of All $150 million Of Its

5.375% Non-Cumulative Perpetual Preferred Stock, Series A

SAN ANTONIO -- Cullen/Frost Bankers, Inc. (NYSE:CFR) today announced that it has called for redemption all 6,000,000 outstanding shares of its 5.375% Non-Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”) (NYSE:CFR PrA). The redemption price per share of the Series A Preferred Stock, as specified in the prospectus at the time of issuance, is $25.00.

Payment of the redemption price will be made on the redemption date of March 16, 2020. The Depository Trust Company will redeem the Series A Preferred Stock in accordance with its procedures and notify the holders. Holders of the Series A Preferred Stock need not take any action to receive payment of the redemption price.

March 16, 2020 is also the final dividend payment date for the Series A Preferred Stock. The record date for that dividend is February 28, 2020. Payment of the final dividend will be made on the redemption date of March 16, 2020.

Computershare Inc. and Computershare Trust Company, N.A., Cullen/Frost's paying agent for the redemption of the Series A Preferred Stock, can be reached at the following telephone number: 866-252-0444.

Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $34.0 billion in assets at December 31, 2019. One of the 60 largest U.S. banks, 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 frostbank.com.

XML

DEI Statement	Feb. 14, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 14, 2020
Entity Registrant Name	Cullen/Frost Bankers, Inc.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-13221
Entity Tax Identification Number	74-1751768
Entity Address, Address Line One	111 W. Houston Street,
Entity Address, City or Town	San Antonio,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78205
City Area Code	(210)
Local Phone Number	220-4011
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000039263
Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	CFR
Security Exchange Name	NYSE
Series A Preferred Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	5.375% Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	CFR.PRA
Security Exchange Name	NYSE