[Form 4] International Bancshares Corp Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

WAWROSKI JUDITH I

(Last) (First) (Middle)

1200 SAN BERNARDO

(Street)

LAREDO TX 78040

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of 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

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

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 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.

FAQ

What did Judith Wawroski report on Form 4 for IBOC?

She reported the cash settlement of 600 stock appreciation rights (SARs) exercised on 09/05/2025, with no shares issued.

How many shares did Wawroski beneficially own after the reported transactions?

The filing shows 11,172 shares of Common Stock beneficially owned following the transactions.

What prices are shown in the Form 4 for the SAR exercise?

The filing lists $39.33 (valuation/deemed acquisition) and $71.58 (closing price on 09/05/2025, the exercise date).

Were any shares issued when the SARs were paid?

No. The explanation states the SARs were cash-settled and the reporting person did not receive any Common Stock.

How many derivative securities related to SARs remained after the filing?

The Form 4 reports 3,400 SAR-related derivative units remaining beneficially owned.