72 added · 56 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
The interim final rule also requires the FDIC to provide an offset to regular quarterly deposit insurance assessments for institutions subject to the special assessment if the aggregate amount collected exceeds estimated losses following the resolution of pending litigation, and again following the termination of the receiverships.
Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including the imposition of civil money penalties or causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.
In December 2025, based upon the first six quarterly collections of the special assessment and anticipated collections for the seventh quarterly special assessment, the FDIC issued an interim final rule to amend the collection of the special assessment to reduce the eighth quarterly assessment rate from 3.36 basis points to 2.97 basis points.
The enhanced prudential standards rules, as amended in 2019, require bank holding companies with consolidated assets in excess of $50 billion, including Cullen/Frost, to maintain a risk committee that approves and periodically reviews its risk-management policies and oversees its risk-management framework.
In December 2025, the FDIC announced its intention to propose amendments to its resolution planning rule to codify content requirement exemptions and make additional changes that take into account key findings from its review of 2025 plan submissions.
In light of these plans, the FDIC has suspended submission requirements for Group B IDIs, which includes Frost Bank, subsequent to any full resolution submissions scheduled to be filed on or before April 1, 2026 or July 1, 2026 until such time as the amendments to the resolution planning rules are finalized.
In August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.
The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court's en banc rehearing of the case.
In general, any such transaction by Frost Bank or its subsidiaries must be limited to certain thresholds on an individual and aggregate basis and, for credit transactions with any affiliate, must be secured by designated amounts of specified collateral. 9 Table of Contents Federal law also limits a bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons.
In light this interim final rule, we reversed a total of $9.7 million ($7.7 million after tax) of our special deposit insurance assessment accrual based upon a decrease in expected future payments related to the special deposit insurance assessment.
In October 2025, the FDIC and OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement powers under the FDIA.
The outcome of this litigation could significantly and adversely affect the fees banks can charge on debit card transactions.
No longer disclosed
In 2016, the U.S. financial regulators, including the Federal Reserve Board and the SEC, proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets (including Cullen/Frost and Frost Bank), but these proposed rules have not been finalized.
Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including the imposition of civil money penalties or causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. 16 Table of Contents Incentive Compensation The Federal Reserve Board reviews, as part of its regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as Cullen/Frost, that are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.
The enhanced prudential standards rules, as amended in 2019, require a bank holding company to establish a risk committee that approves and periodically reviews its risk-management policies and oversees its risk-management framework beginning on the first day of the ninth quarter following the date on which the bank holding company’s average total consolidated assets equal or exceed $50 billion.
In December 2024, the CFPB issued a final rule that, among other things, amends Regulation Z (otherwise known as the “Truth In Lending Act”) and impacts extensions of overdraft credit offered by financial institutions with more than $10 billion in assets.
A change in statutes, regulations or regulatory policies applicable to Cullen/Frost or any of its subsidiaries could have a material, adverse effect on our business, financial condition and results of operations. 18 Table of Contents Human Capital Resources At December 31, 2024, we employed 5,854 full-time equivalent employees.
Management’s Discussion and Analysis of Financial Condition and Results of Operations elsewhere in this report for further discussion related to our process for determining the appropriate level of the allowance for credit losses. 22 Table of Contents We Are Subject to Risk Arising From Conditions In The Commercial Real Estate Market As of December 31, 2024, commercial real estate mortgage loans comprised approximately 34.5% of our loan portfolio.
FBS is registered as a fully disclosed introducing broker-dealer under the Securities Exchange Act of 1934 and, as such, does not hold any customer accounts. 5 Table of Contents Frost Investment Advisors, LLC Frost Investment Advisors, LLC is a registered investment advisor and a wholly-owned subsidiary of Frost Bank that provides investment management services to Frost-managed mutual funds, institutions and individuals.
The final rule is currently enjoined as to the plaintiff trade associations while a federal court considers a lawsuit challenging the rule.
Accordingly, CECL transitional amounts have been added back to CET1 totaling $15.4 million and $30.8 million at December 31, 2024 and 2023, respectively.
Most provisions of the final rule will become effective on January 1, 2026, and the data reporting requirements will become effective on January 1, 2027.
Banks with over $10 billion and less than $250 billion in total assets, including Frost Bank, must comply with the new requirements by April 1, 2027.
In October 2023, the OCC, together with the Federal Reserve and FDIC, issued a joint final rule to modernize the CRA regulatory framework.