CULLEN/FROST BANKERS, INC. (NYSE:CFR) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March17, 2017, Cullen/Frost Bankers, Inc. (the Company)
completed the issuance and sale of $100,000,000 aggregate
principal amount of the Companys 4.500% Subordinated Notes due
March17, 2027 (the Subordinated Notes). The Notes were offered to
the prospectus supplement dated March10, 2017, constituting part
of the Registration Statement on Form S-3 (No. 333-214987) (the
Registration Statement) that became effective when filed with the
Securities and Exchange Commission on December8, 2016.

The Subordinated Notes were issued under the Subordinated Notes
Indenture, dated as of February15, 2007, between the Company and
The Bank of New York, as trustee (the Base Indenture), as
supplemented by the First Supplemental Indenture, dated as of
March17, 2017, between the Company and The Bank of New York
Mellon, as trustee (the First Supplemental Indenture, and
together with the Base Indenture, the Indenture). The
Subordinated Notes will bear interest at the rate of 4.500%per
annum, with interest payable semiannually in arrears on March17
and September17 of each year, commencing September17, 2017. The
Subordinated Notes will mature on March17, 2027. On or after
February17, 2027, the Company will have the option to redeem the
Subordinated Notes, in whole or in part, at a redemption price
equal to 50% of the principal amount of the Subordinated Notes to
be redeemed plus accrued and unpaid interest. The Companys
ability to exercise such redemption option is subject to the
prior approval of the Board of Governors of the Federal Reserve
System. Holders should not expect the Subordinated Notes to be
redeemed prior to their scheduled maturity.

The Companys obligation to make payments of principal and
interest on the Subordinated Notes is subordinate and junior in
right of payment to all of its Senior Debt (as defined in the
Indenture).

This Current Report on Form 8-K is being filed for the purpose of
filing Exhibits 4.1, 4.2, 5.1 and 23.1 as exhibits to the
Registration Statement and such exhibits are hereby incorporated
by reference into the Registration Statement. The foregoing
description of the Notes is qualified in its entirety by
reference to the First Supplemental Indenture and Form of
Subordinated Notes filed as Exhibits 4.1 and 4.2 hereto,
respectively, and the Base Indenture which was filed as Exhibit
4.6 to the Companys Registration Statement on Form S-3 filed on
December 8, 2016.

Item9.01 Financial Statements and Exhibits

About CULLEN/FROST BANKERS, INC. (NYSE:CFR)

Cullen/Frost Bankers, Inc. is a financial holding and bank holding company. The Company, through its subsidiaries, offers commercial and consumer banking services, as well as trust and investment management, insurance, brokerage, mutual funds, leasing, treasury management, capital markets advisory and item processing services. It serves various industries, such as energy, manufacturing, services, construction and retail. It operates through two segments, which include Banking and Frost Wealth Advisors. Its Banking segment includes both commercial and consumer banking services, Frost Insurance Agency and Frost Securities. Its Banking segment offers commercial banking services, such as lending and cash management products to corporations and other business clients. Its Frost Wealth Advisors segment includes fee-based services within private trust, retirement services and financial management services, including personal wealth management and securities brokerage services.

CULLEN/FROST BANKERS, INC. (NYSE:CFR) Recent Trading Information

CULLEN/FROST BANKERS, INC. (NYSE:CFR) closed its last trading session down -0.07 at 91.64 with 318,078 shares trading hands.