[SCHEDULE 13G/A] Cullen/Frost Bankers Inc. SEC Filing

Rhea-AI Filing Summary

Aristotle Capital Management, LLC reports beneficial ownership of 5,598,812 shares of Cullen/Frost Bankers common stock, representing 8.7% of the class. Aristotle is organized in California and is classified as an investment adviser (IA). The filing shows Aristotle holds sole voting and sole dispositive power for all 5,598,812 shares. Those shares are owned by various investment advisory clients, and Aristotle is deemed a beneficial owner because it has discretionary authority to vote or dispose of the shares on their behalf. The filer certifies the holdings are maintained in the ordinary course of business and not for the purpose of changing or influencing control.

Insights

Financial Analyst

TL;DR: Aristotle holds a material, disclosed passive stake of 5.6M shares (8.7%), with sole voting and dispositive power but certifies no intent to seek control.

This Schedule 13G shows a clearly material position above the 5% disclosure threshold: 5,598,812 shares equal 8.7% of the class. The reporting person is an investment adviser with sole voting and dispositive power over the position, and the filing states the shares belong to advisory clients and are held in the ordinary course. For investors, this is an important ownership disclosure but the certification of a non-control purpose moderates expectations of activist behavior.

Corporate Governance Expert

TL;DR: A sizable disclosed stake with fiduciary discretion is material to governance monitoring but the filing affirms a non-control stance.

The 8.7% ownership is significant from a governance-monitoring perspective because Aristotle can vote and dispose of all reported shares. However, the Schedule 13G classification and the certification that the position is held in the ordinary course suggest the filer does not intend to influence board control. Stakeholders should note the clear delegation of voting authority and the declaration that underlying clients retain cash-flow rights.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

CULLEN/FROST BANKERS, INC.

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

229899109

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 5,598,812.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,598,812.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,598,812.00

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)

8.7 %

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: 5,598,812
(b)	Percent of class: 8.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,598,812
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,598,812
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Aristotle Capital Management, LLC

Signature:	/s/ Michelle M. Gosom
Name/Title:	Michelle M. Gosom, Chief Compliance Officer
Date:	08/14/2025

FAQ

What stake does Aristotle Capital hold in Cullen/Frost Bankers (CFR)?

Aristotle Capital beneficially owns 5,598,812 shares, representing 8.7% of Cullen/Frost Bankers' common stock.

Does Aristotle Capital have voting control over its CFR shares?

Yes. The filing reports sole voting power and sole dispositive power for all 5,598,812 shares.

Is Aristotle filing as an investment adviser for CFR (CFR)?

Yes. The reporting person is classified as an investment adviser (IA) organized in California.

Are the CFR shares owned directly by Aristotle or by clients?

The shares are owned by various investment advisory clients, and Aristotle is deemed beneficial owner due to discretionary authority.

Does the Schedule 13G indicate Aristotle seeks to change control of Cullen/Frost?

No. The filing includes a certification stating the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.