International Bancshares (IBOC) Insider: 600 SARs Cashed Out by Treasurer
Rhea-AI Filing Summary
Judith I. Wawroski, Treasurer and Director of International Bancshares Corporation (IBOC), reported transactions on 09/05/2025 involving stock appreciation rights (SARs). The filing shows 600 SARs were treated as vested and payable, resulting in a reported simultaneous purchase and sale of 600 shares at a closing price of $71.58 on the exercise date and a deemed acquisition price of $39.33 per share for valuation purposes. The reporting person did not receive any actual shares because the SARs were cash-settled. Following the transactions, the filing lists 11,172 shares beneficially owned and 3,400 SAR-related derivative units remaining.
Positive
- Transparent disclosure of SAR vesting, cash settlement, exercise date (09/05/2025) and prices ($39.33 and $71.58).
- No dilution to common shares because the SARs were cash-settled and no shares were issued.
Negative
- Insider monetization of equity compensation: 600 SARs were settled for cash, reducing reported direct holdings from 11,772 to 11,172 shares.
- Remaining derivative exposure of 3,400 SAR-related units indicates ongoing vested/unvested equity-linked compensation.
Insights
TL;DR: Cash-settled SAR exercise generated a taxable cash event without issuing shares; ownership change is modest.
The Form 4 documents a cash settlement of 600 vested SARs exercised on 09/05/2025. Because the SARs were cash-settled, no new shares were issued, and the reporting person’s beneficial common stock holding declined slightly from 11,772 to 11,172 shares per the table. The exercise used an underlying valuation with a $39.33 reference and realized value tied to the $71.58 closing price. This is a routine insider liquidity event that does not dilute shareholders but does reflect insider monetization of prior equity compensation.
TL;DR: Proper disclosure of SAR vesting and cash settlement; no red flags on timing or structure in the filing.
The filing includes the required explanation that the SARs vested July 14, 2025 and were cash-settled upon exercise, and it records the simultaneous purchase and sale treatment per Form 4 rules. The disclosure provides grant and vesting details and the remaining derivative position of 3,400 SAR-related units. From a governance perspective this appears compliant and transparent; the transaction does not indicate share issuance or related dilution.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | STOCK APPRECIATION RIGHTS | 600 | $71.58 | $43K |
| Exercise | Common Stock | 600 | $39.33 | $24K |
| Disposition | Common Stock | 600 | $71.58 | $43K |
Footnotes (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"). Represents the closing price of the Company's Common Stock on September 5, 2025, the date the SARs were exercised (the "Exercise Date"). 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"). 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.
