库伦佛寺银行 2024年度报告

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended:December 31, 2024 Or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromtoCommission file number:001-13221 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☒No☐ Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding12 months(or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,”in Rule 12b-2 of the Exchange Act. Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management'sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes☐No☒ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscalquarter, the aggregate market value of the shares of common stock held by non-affiliates, based upon theclosing price per share of the registrant’s common stock as reported on The New York Stock Exchange,Inc., was approximately $6.4 billion. As of January 30, 2025, there were 64,235,032 shares of the registrant’s common stock, $.01 par value,outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2025 Annual Meeting of Shareholders of Cullen/Frost Bankers,Inc. to be held on April 30, 2025 are incorporated by reference in this Form 10-K in response to Part III,Items 10, 11, 12, 13 and 14. Table of Contents CULLEN/FROST BANKERS, INC.ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I Item 1.Business Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments35Item 1C.Cybersecurity36Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities38Item 6.[Reserved]40Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations41Item 7A.Quantitative and Qualitative Disclosures About Market Risk74Item 8.Financial Statements and Supplementary Data76Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure141Item 9A.Controls and Procedures141Item 9B.Other Information142Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections142PART IIIItem 10.Directors, Executive Officers and Corporate Governance143Item 11.Executive Compensation143Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters143Item 13.Certain Relationships and Related Transactions, and Director Independence143Item 14.Principal Accountant Fees and Services143PART IVItem 15.Exhibits, Financial Statement Schedules144Item 16.Form 10-K Summary145SIGNATURES1463 Table of Contents PART I ITEM 1. BUSINESS The disclosures set forth in this item are qualifi