8-K

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): January 31, 2023

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

On February 1, 2023, International Bancshares Corporation (“IBC”) issued a news release announcing that on January 31, 2023, IBC’s Board of Directors approved the semi-annual declaration of a sixty-three cents per share cash dividend for shareholders of record of Common Stock, $1.00 par value, as of the close of business on February 15, 2023, payable on February 28, 2023. This dividend represents a 5% or .03 cents per share increase above IBC’s previous dividend paid on August 29, 2022.

The news release announcing the cash dividend attached hereto and filed herewith as Exhibit 99, is incorporated herein by reference.

All of the information furnished in Item 8.01 of this report and the accompanying exhibits is also intended to be included under “Item 7.01 — Regulation Fair Disclosure,” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, is not subject to the liabilities of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

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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.

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EXHIBIT 99

FOR IMMEDIATE RELEASE

INTERNATIONAL BANCSHARES CORPORATION

ANNOUNCES CASH DIVIDEND INCREASE

LAREDO, TX, February 1, 2023 - International Bancshares Corporation (NASDAQ: IBOC) announced today that on January 31, 2023, IBC’s Board of Directors approved the declaration of a .63 cents per share cash dividend for shareholders of record of Common Stock, $1.00 par value, as of the close of business on February 15, 2023, payable on February 28, 2023. This dividend represents a 5% or .03 cents per share increase above IBC’s previous dividend paid on August 29, 2022. “This discretionary cash dividend was made possible because of our Company’s continued record of superior financial results. Adding to this strong performance is our exceptionally strong capital position, significant liquidity, and more than fifty-six years of positive earnings. We remain committed to continue to manage our Company responsibly to position us for continued success and to enhance the value of our Company for our shareholders,” said Dennis E. Nixon, president, and CEO of IBC.

IBC is a multi-bank financial holding company headquartered in Laredo, Texas, with approximately $16.0 billion in total assets and 167 facilities and 257 ATMs serving 75 communities in Texas and Oklahoma.

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts contain forward-looking information with respect to plans, projections or future performance of IBC and its subsidiaries, the occurrence of which involve certain risks and uncertainties detailed in IBC’s filings with the Securities and Exchange Commission.

Copies of IBC’s SEC filings and Annual Report (as an exhibit to the 10-K) may be downloaded from the SEC filings site located at http://www.sec.gov/edgar.shtml or IBC’s website at http://www.ibc.com.