TREASURER/PAO Wawroski Judith I returned $42,948 worth of shares to the company (600 units at $71.58) and exercised 600 shares at a strike of $39.33 (SEC Form 4)
$IBOC
Major Banks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BANCSHARES CORP [ IBOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | |||
| Explanation of Responses: |
| 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. |
| /s/ Judith Wawroski | 09/09/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||