Cullen/Frost Bankers Files SC 13G/A Amendment No. 43

TL;DR

**Cullen/Frost Bankers filed an updated 13G/A, showing the company itself as a reporting person for its own stock.**

AI Summary

Cullen/Frost Bankers, Inc. filed an Amendment No. 43 to its SC 13G/A on February 1, 2024, indicating its ownership of its own Common Stock, par value $0.01 per share, as of December 31, 2023. This filing, made under Rule 13d-1(b), shows the company itself is a reporting person, which is unusual for a 13G/A. This matters to investors because it could signal a share repurchase program or simply a technical filing requirement, but without more details, its direct impact on stock value is unclear.

Why It Matters

This filing updates the public record on who owns a significant portion of Cullen/Frost Bankers' stock, specifically showing the company itself as a reporting person, which can sometimes indicate share buybacks.

Risk Assessment

Risk Level: low — This is a routine amendment filing and does not inherently signal significant risk or opportunity without further context.

Analyst Insight

Investors should note the company itself is listed as a reporting person, which is unusual for a 13G/A. While not inherently bullish or bearish, it warrants checking for any related announcements about share buybacks or treasury stock movements. This filing alone doesn't provide enough detail for a direct investment decision.

Key Numbers

• 229899 10 9 — CUSIP Number (identifies the Common Stock of Cullen/Frost Bankers, Inc.)
• 43 — Amendment Number (indicates this is the 43rd amendment to the original Schedule 13G filing)

Key Players & Entities

• Cullen/Frost Bankers, Inc. (company) — the issuer and reporting person
• State of Texas (company) — place of organization for Cullen/Frost Bankers, Inc.
• December 31, 2023 (date) — date of event requiring the filing
• $0.01 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Cullen/Frost Bankers, Inc. may be engaging in a share repurchase program. (Cullen/Frost Bankers, Inc.) — low confidence, target: N/A

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Filing Documents

• schedule13ga2023.htm (SC 13G/A) — 57KB
• 0000039263-24-000007.txt ( ) — 59KB

(a) Name of Issuer

Item 1 (a) Name of Issuer CullenFrost Bankers, Inc. (CullenFrost Bankers)

(b) Address of Issuer's Principal Executive Offices

Item 1 (b) Address of Issuer's Principal Executive Offices 111 West Houston Street, Suite 100 San Antonio, Texas 78205

(a) Name of Persons Filing

Item 2 (a) Name of Persons Filing CullenFrost Bankers and Frost Bank

(b) Address or Principal Business Office or, if none, Residence

Item 2 (b) Address or Principal Business Office or, if none, Residence The address of CullenFrost Bankers and Frost Bank is 111 W. Houston Street, Suite 100, San Antonio, Texas 78205

(c) Citizenship

Item 2 (c) Citizenship CullenFrost Bankers State of Texas Frost Bank State of Texas

(d) Title of Class of Securities

Item 2 (d) Title of Class of Securities Common Stock, par value $0.01 per share

(e) CUSIP Number

Item 2 (e) CUSIP Number 229899 10 9

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a (a) Broker or dealer registered under Section 15 of the Act 15 U.S.C. 78o) (b) x Bank as defined in Section 3(a)(6) of the Act 15 U.S.C. 78c) (Note See Items 2, 4, 6, and 7) (Frost Bank) (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) x A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (Note See Items 2, 4, 6, and 7) (CullenFrost Bankers) 4 (h) A savings association 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 (15 U.S.C. 80a-3) (j) A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J) (k) Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution

Ownership

Item 4 Ownership (a) Amount Beneficially Owned At December 31, 2023, CullenFrost Bankers was deemed to have owned beneficially 3,695,340.52 shares of CullenFrost Bankers Common Stock, including -0- shares where there was a right to acquire. Included among such shares were shares which were beneficially owned by Frost Bank, a wholly-owned subsidiary of CullenFrost Bankers. (b) Percent of Class CullenFrost Bankers 5.8% Frost Bank 5.8% (c) Number of shares as to which such person has (i) sole power to vote or to direct the vote CullenFrost Bankers 25,985 shares Frost Bank 25,985 shares (ii) Shared power to vote or to direct the vote CullenFrost Bankers 2,925,734.52 * shares Frost Bank 2,925,734.52 * shares (iii) sole power to dispose or to direct the disposition of CullenFrost Bankers 11,748 shares Frost Bank 11,748 shares (iv) shared power to dispose or to direct the disposition of CullenFrost Bankers 520 shares Frost Bank 520 shares 5 These totals do not include a total of 743,621 shares with respect to which CullenFrost Bankers and Frost Bank have no voting power and 3,683,342.52* shares with respect to which CullenFrost Bankers and Frost Bank have no dispositive power. Inasmuch as all shares described are held by subsidiaries of CullenFrost Bankers in a fiduciary capacity, CullenFrost Bankers and Frost Bank specifically disclaim beneficial ownership of all such shares for purposes of Sections 13 (d) and 13 (g) of the Securities Exchange Act of 1934 pursuant to Rule 13d-4 promulgated under the Act. *Includes 2,925,734.52 shares held by participants of the 401(k) Plan.

Ownership of Five Percent or Less of a Class

Item 5 Ownership of Five Percent or Less of a Class. Not Applicable.

Ownership of More than Five Percent on Behalf of Another Person

Item 6 Ownership of More than Five Percent on Behalf of Another Person. At December 31, 2023, Frost Bank did not own securities of CullenFrost Bankers for their own account but, said bank held of record in various fiduciary capacities an aggregate of 3,695,340.52 shares. The Bank has reported to CullenFrost Bankers that these securities, registered in the name of the reporting bank as fiduciary or in the names of various of their nominees, were owned by a separate instrument which sets forth the power of the reporting bank with regard to the securities held in such account. Virtually all of these accounts involved persons who have the right to receive or direct the receipt of dividends from, or the proceeds of the sale of, the securities reported in Item 4. The individual interest of each of said persons did not relate to more than five percent of the class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. All of the securities being reported on are held of record by Frost Bank. Frost Bank is an Item 3(b) entity. See Items 4 and 6.

Identification and Classification of Members of the Group

Item 8 Identification and Classification of Members of the Group. Not Applicable.

Notice of Dissolution of Group

Item 9 Notice of Dissolution of Group. Not Applicable.

Certification

Item 10 Certification. 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. 6 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. February 1, 2024 Date CULLENFROST BANKERS, INC. s Coolidge E. Rhodes, Jr. ___________________________________ Signature Coolidge E. Rhodes, Jr., Corporate Secretary NameTitle FROST BANK s Kay L. Dyal ___________________________________ Signature Kay L. Dyal, Executive Vice President NameTitle Exhibit A AGREEMENT CullenFrost Bankers, Inc. and Frost Bank do each hereby agree that the Schedule 13G, to which this Agreement is attached as Exhibit A, shall be jointly filed by such entities. IN WITNESS WHEREOF, CullenFrost Bankers, Inc., acting by and through a duly authorized officer, and Frost Bank, acting by and through a duly authorized officer, have executed this Agreement, on the 1st day of February, 2024 . CULLENFROST BANKERS, INC. By s Coolidge E.Rhodes, Jr. Its Corporate Secretary FROST BANK By s Kay L. Dyal Its Executive Vice President 7

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View this SC 13G/A filing on SEC EDGAR