International Bancshares Updates Governance: Jury Waiver and Forum Selection

Rhea-AI Filing Summary

International Bancshares Corporation adopted Second Amended and Restated By-Laws effective August 6, 2025. The By-Laws require that a shareholder or group beneficially own 3% of IBC's common stock to institute or maintain a derivative proceeding. They designate the Texas Business Court, Fourth Business Court Division, or if that court lacks jurisdiction the U.S. District Court for the Southern District of Texas, or if that court lacks jurisdiction the state district court of Webb County as the sole and exclusive forum for filings unless agreed otherwise. The By-Laws also provide that, to the fullest extent permitted by law, shareholders, directors, and officers irrevocably and unconditionally waive any right to a trial by jury in internal entity claims and other claims against IBC, and state that purchasers or holders of IBC stock are deemed to have notice of and consented to these provisions. A copy of the By-Laws is attached as Exhibit 3.1.

Positive

• By-Laws specify a clear derivative standing requirement of 3% beneficial ownership, providing an explicit threshold for instituting derivative proceedings.
• Exclusive forum clause is defined, naming the Texas Business Court, U.S. District Court for the Southern District of Texas, and the state district court of Webb County in prioritized order.

Negative

• Includes an irrevocable waiver of jury trial for internal entity claims and other claims against IBC to the fullest extent permitted by law.
• Raises barriers for shareholder litigation by combining a 3% standing threshold with exclusive forum selection and jury-trial waivers, limiting procedural options for claimants.

Insights

Corporate Governance Expert

TL;DR: By-Laws impose a 3% derivative standing threshold, exclusive forum selection, and broad jury-trial waivers, altering shareholder litigation rights.

The adoption of these By-Laws formalizes material governance changes. Requiring 3% beneficial ownership to institute derivative actions raises the standing threshold for shareholders seeking to bring derivative claims. The exclusive forum clause specifies a prioritized sequence of courts: the Texas Business Court Fourth Business Court Division, then the U.S. District Court for the Southern District of Texas, then the state district court of Webb County. The provisions include an irrevocable waiver of jury trial to the fullest extent permitted by law for internal entity claims and other claims against IBC. These changes are designed to concentrate dispute resolution in specified courts and limit procedural options available to claimants. The By-Laws became effective on August 6, 2025.

Securities Analyst

TL;DR: Governance updates clarify litigation forum and standing for derivative suits but do not include financial metrics or transactions.

The filing documents non-financial, governance-focused amendments without accompanying financial statements or operational changes. The key measurable items are the 3% ownership requirement for derivative proceedings and the specified exclusive forum hierarchy. No revenues, earnings, acquisitions, or material transactions are disclosed in this report. The document references Exhibit 3.1 for the full text of the By-Laws. From a securities perspective, these changes affect shareholder rights and potential litigation pathways but the Form 8-K does not provide information on any immediate financial impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2025

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Texas		000-9439		74-2157138
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 San Bernardo, Laredo, Texas		78040-1359
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:   (956) 722-7611

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 250.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, $1.00 par value		IBOC		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 6, 2025, following the effectiveness of amendments to the Texas Business Organizations Code (“TBOC”), the Board of Directors of International Bancshares Corporation (“IBC”) approved and adopted the Second Amended and Restated By-Laws of IBC (the “By-Laws”) in order to specify that a shareholder or group of shareholders may not institute or maintain a derivative proceeding unless that shareholder or group of shareholders beneficially own three percent of IBC’s issued and outstanding common stock, par value $1.00 per share, at the time such derivative proceeding is instituted.

In addition, the By-Laws were amended to provide that the Texas Business Court located in the Fourth Business Court Division or, if such court lacks jurisdiction the United States District Court for the Southern District of Texas, or if such court lacks jurisdiction the state district court of Webb County will be the sole and exclusive forum for any filing or claim unless agreed to otherwise. The amendments to the By-Laws also provide that, to the fullest extent permitted by applicable law, each shareholder, director, and officer irrevocably and unconditionally waives any right they may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim concerning any internal entity claim and in any other claim, action, or proceeding against IBC. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of IBC shall be deemed to have notice of and consented to these provisions. Other matters pertaining to the internal governance and operations were also updated.

The By-Laws became effective on August 6, 2025.

A copy of the By-Laws is attached as Exhibit 3.1, to this Current Report on Form 8-K, and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

3.1 Second Amended and Restated By-Laws

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERNATIONAL BANCSHARES CORPORATION
	By:	/s/ Dennis E. Nixon
		Dennis E. Nixon, President and Chairman of the Board
August 12, 2025

FAQ

What governance changes did International Bancshares (IBOC) announce in the Form 8-K?

The Form 8-K reports adoption of Second Amended and Restated By-Laws that set a 3% beneficial ownership threshold for derivative proceedings, establish an exclusive forum sequence, and include a broad waiver of jury trial for internal entity claims and other claims against IBC.

When did the new IBOC By-Laws become effective?

The By-Laws became effective on August 6, 2025.

What is the ownership requirement to institute a derivative proceeding at IBOC?

A shareholder or group of shareholders must beneficially own 3% of IBC's issued and outstanding common stock at the time the derivative proceeding is instituted.

Which courts are named as the exclusive forum in IBOC's By-Laws?

The By-Laws specify the Texas Business Court, Fourth Business Court Division, then the U.S. District Court for the Southern District of Texas, and then the state district court of Webb County as the sole and exclusive forum in that order, unless agreed otherwise.

Where can I find the full text of IBOC's amended By-Laws?

The full text of the Second Amended and Restated By-Laws is attached to the Current Report on Form 8-K as Exhibit 3.1.