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)

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 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

Exhibit Number	Description
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.

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    

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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Document and Entity Information Document	Sep. 07, 2021	Jul. 29, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 07, 2021
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 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	CFR
Security Exchange Name	NYSE
Series B Preferred Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	CFR.PrB
Security Exchange Name	NYSE