Aristotle Capital Management filed an amendment to Schedule 13G reporting beneficial ownership of 4,765,009 shares (7.54%) of Cullen/Frost Bankers, Inc. The filing states Aristotle holds sole dispositive power over 4,765,009 shares and sole voting power over 4,547,105 shares as of 03/31/2026. The filing notes these shares are owned by various advisory clients and Aristotle is deemed a beneficial owner under Rule 13d-3 due to discretionary authority to vote or direct disposition.
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Insights
Aristotle reports a 7.54% stake in Cullen/Frost Bankers as an investment adviser.
Aristotle Capital Management reports beneficial ownership of 4,765,009 shares, representing 7.54% of common stock as of 03/31/2026. The filing attributes voting and dispositive powers primarily to Aristotle, with sole voting power over 4,547,105 shares.
Because the shares are held for multiple advisory clients, the economic interest resides with those clients; Aristotle’s role is discretionary portfolio management under Rule 13d-3. Subsequent filings will show any material changes in stake or voting arrangements.
Amendment clarifies beneficial ownership and the advisory relationship driving the 13G treatment.
The amendment states Aristotle is deemed beneficial owner due to discretionary authority to vote or dispose of shares for clients, and discloses that clients retain rights to dividends and sale proceeds. The filing cites the adviser-client structure in Item 6.
Filing signatures and dates are provided (06/02/2026), and future amendments are expected if ownership crosses Schedule 13D thresholds or changes materially.
Key Figures
Beneficial ownership:4,765,009 sharesPercent of class:7.54%Sole voting power:4,547,105 shares+2 more
5 metrics
Beneficial ownership4,765,009 sharesAmount beneficially owned as reported in Item 4
Percent of class7.54%Percent of common stock as reported in Item 4
Sole voting power4,547,105 sharesSole power to vote as reported in Item 4
Sole dispositive power4,765,009 sharesSole power to dispose as reported in Item 4
CUSIP229899109Identifier for Cullen/Frost common stock
Key Terms
Schedule 13G/A, Rule 13d-3, Beneficially owned, Sole dispositive power
4 terms
Schedule 13G/Aregulatory
"Amendment to Schedule 13G reporting ownership and classification"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Rule 13d-3regulatory
"Aristotle is deemed to be a beneficial owner pursuant to Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Beneficially ownedfinancial
"Amount beneficially owned: 4,765,009 (Item 4)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 4,765,009"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
What stake in Cullen/Frost Bankers (CFR) does Aristotle Capital report?
Aristotle reports beneficial ownership of 4,765,009 shares, representing 7.54% of common stock as of 03/31/2026. The filing is an amendment to a Schedule 13G and updates ownership details.
Does Aristotle have voting power over the CFR shares?
Yes. The filing discloses sole voting power for 4,547,105 shares and sole dispositive power for 4,765,009 shares, indicating Aristotle can direct votes and dispositions for those shares.
Who actually owns the shares Aristotle reports on the Schedule 13G/A?
The shares are owned by various investment advisory clients of Aristotle Capital Management, LLC; Aristotle is deemed beneficial owner because it has discretionary authority to vote or direct disposition for those client accounts.
Why is this a Schedule 13G amendment rather than a Schedule 13D?
The filer states it is an investment adviser with discretionary authority under Rule 13d-3. Schedule 13G is used by passive or certain institutional investors; the amendment updates ownership figures and classification details.
When was this ownership reported and who signed the filing?
The ownership figures are reported as of 03/31/2026 and the amendment is signed by Michelle M. Gosom, Chief Compliance Officer on 06/02/2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
CULLEN/FROST BANKERS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
229899109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
229899109
1
Names of Reporting Persons
Aristotle Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,547,105.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,765,009.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,765,009.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.54 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CULLEN/FROST BANKERS, INC.
(b)
Address of issuer's principal executive offices:
111 W HOUSTON ST, SAN ANTONIO, TX, 78205
Item 2.
(a)
Name of person filing:
Aristotle Capital Management, LLC
(b)
Address or principal business office or, if none, residence:
11100 SANTA MONICA BLVD, SUITE 1700, LOS ANGELES, CA, 90025
(c)
Citizenship:
California
(d)
Title of class of securities:
Common Stock, $.01 Par Value
(e)
CUSIP No.:
229899109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,765,009
(b)
Percent of class:
7.54 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,547,105
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
4,765,009
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the shares of Common Stock set forth in Item 4 are owned by various investment advisory clients of Aristotle Capital Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Aristotle Capital Management, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable.
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
