UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934
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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 | ||