International Bancshares Corporation

09/09/2025 | Press release | Distributed by Public on 09/09/2025 17:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WAWROSKI JUDITH I
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BANCSHARES CORP [IBOC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
TREASURER/PAO
(Last) (First) (Middle)
1200 SAN BERNARDO
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
(Street)
LAREDO, TX 78040
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/05/2025 M(1) 600 A $39.33 11,772 D
Common Stock 09/05/2025 D(1) 600 D $71.58(2) 11,172 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
STOCK APPRECIATION RIGHTS(3) $39.33(3) 09/05/2025 09/05/2025 M 600 07/14/2025(4) 07/14/2032 COMMON STOCK 600 $71.58 3,400 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAWROSKI JUDITH I
1200 SAN BERNARDO
LAREDO, TX 78040
TREASURER/PAO

Signatures

/s/ Judith Wawroski 09/09/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These stock appreciation rights (these "SARs") became vested and payable as of July 14, 2025. In accordance with the rules for filing a Form 4, the settlement of cash-settled SARs is treated as the simultaneous purchase of the number of shares of common stock the SARs represent and the sale of the same number of shares of common stock. Upon vesting, the SARs were only payable in cash and the reporting person did not receive any shares of the common stock, par value $1.00 per share (the "Common Stock"), of International Bancshares Corporation (the "Company").
(2) Represents the closing price of the Company's Common Stock on September 5, 2025, the date the SARs were exercised (the "Exercise Date").
(3) These SARs represent the right to receive, upon exercise, a cash amount equal to the number of shares of the Company's Common Stock underlying the SARs being exercised multiplied by the excess of the fair market value of one share of Common Stock on (i) the Exercise Date, and (ii) July 14, 2022, the date the SARs were granted (the "Grant Date").
(4) These SARs are subject to a seven-year vesting schedule and become exercisable in six percentage installments, vesting 5% on the second anniversary of the Grant Date, and 10%, 15%, 20%, 25%, and 25% on each respective anniversary of the Grant Date thereafter.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
International Bancshares Corporation published this content on September 09, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 09, 2025 at 23:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]