Cullen/Frost to Move Stock and Preferred Listings From NYSE to Texas Stock Exchange

What happened

Cullen/Frost Bankers, Inc., a San Antonio-based bank holding company that operates Frost Bank, notified the New York Stock Exchange on October 29, 2026 that it intends to voluntarily withdraw the listing of its common stock and its depositary shares representing a 1/40th interest in a share of 4.450% non-cumulative perpetual preferred stock, Series B. The company said its board of directors authorized the move.

Both securities will transfer to the Texas Stock Exchange. The common stock and the depositary shares are expected to trade there under the symbols "CFR" and "CFR.PrB," the same symbols they use on the NYSE.

According to the filing, trading on the NYSE is expected to end at market close on November 11, 2026, and trading on the TXSE is expected to begin at market open on November 12, 2026.

The disclosure came in a Form 8-K with three items: Item 3.01, notice of delisting or transfer of listing; Item 7.01, Regulation FD disclosure; and Item 9.01, which lists a press release as an exhibit. The filing does not state a reason for the decision to leave the NYSE for the TXSE.

The two securities involved

Cullen/Frost has two classes of securities listed on the NYSE. The first is its common stock, par value $0.01 per share, which trades as CFR. The second is a set of depositary shares trading as CFR.PrB.

Depositary shares are a way for investors to hold a fractional interest in a preferred share. Each CFR.PrB depositary share represents one-fortieth of a share of Cullen/Frost's Series B preferred stock, which carries a 4.450% dividend rate. Preferred stock is a class of ownership that ranks ahead of common stock for dividends and, in a liquidation, for repayment, but typically carries no voting rights. "Non-cumulative" means that if the company skips a dividend on the Series B shares, it does not have to make it up later. "Perpetual" means the shares have no maturity date.

What this means

Item 3.01 of Form 8-K is the section companies use to disclose that a security is being delisted, that a listing standard has been broken, or that a listing is moving to another exchange. A voluntary delisting is different from a forced one: here Cullen/Frost is choosing to leave the NYSE and has notified the exchange itself, rather than being told to go by the exchange.

An exchange listing is not permanent. A company can move its stock to a different venue if it believes that venue offers something it wants. For a company moving to the TXSE, the practical effect for most shareholders is limited: the ticker symbols stay the same, and shares are expected to trade on the new exchange the day after the old listing ends. The filing does not say what benefits Cullen/Frost expects from the move or what prompted it.

Item 7.01, Regulation FD disclosure, is a separate requirement. Regulation FD (for "fair disclosure") requires that when a public company gives material information to certain outside parties — analysts, large investors — it must also disclose that information publicly, so that everyone sees it at roughly the same time. Companies often use Item 7.01 to file a press release, as Cullen/Frost did here. Information filed under Item 7.01 is "furnished" rather than "filed," which means it is not automatically incorporated into the company's other SEC filings and is not subject to the liability provisions of Section 18 of the Exchange Act.

The transition dates in the filing are stated expectations from the company, not completed events. The filing gives no further detail on the timing mechanics or on what shareholders need to do, if anything.

Cullen/Frost's common stock closed at $157.85 on the day of the filing, up 0.53% from the prior close of $157.01, according to the price data.