INTERNATIONAL BANCSHARES CORP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
Contents
EX-13 · Stock Repurchase Program
Stock Repurchase Program
In April 2009, the Board of Directors re-established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following 12 months. Annually since then, including on March 12, 2025, the Board of Directors extended and increased the repurchase program to purchase up to $150 million of common stock during the 12-month period commencing on March 15, 2025. On February 17, 2026, our Board of Directors authorized the renewal and increase of the repurchase program to purchase up to $150 million of common stock during the 12-month period commencing on March 15, 2026 upon the expiration of our current repurchase program on that date. Shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. Shares purchased in this program will be held in treasury for reissue for various corporate purposes, including employee compensation plans. During the fourth quarter of 2025, the Board of Directors adopted a Rule 10b-18 trading plan and a Rule 10b5-1 trading plan and intends to adopt additional Rule 10b-18 and Rule 10b5-1 trading plans, which will allow us to purchase shares of our common stock during certain open and blackout periods when we ordinarily would not be in the market due to trading restrictions in our insider trading policy. During the terms of both a Rule 10b-18 and a Rule 10b5-1 trading plan, purchases of common stock are automatic to the extent the conditions of the plan’s trading instructions are met. Shares purchased under these trading plans will be held in treasury for reissue for various corporate purposes, including employee stock compensation plans. As of February 23, 2026, a total of 13,796,988 shares had been repurchased under all programs at a cost of $420,060,000. We are not obligated to purchase shares under our stock repurchase program outside of the Rule 10b-18 and Rule 10b5-1 trading plans.
Except for repurchases in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices, common stock repurchases are only conducted under publicly announced repurchase programs approved by the Board of Directors. The following table includes information about common stock share repurchases for the quarter ended December 31, 2025.
| · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · · · · Total Number of · · · · | ||||||||
| · · · · · · · Shares · · · · | ||||||||
| · · · · · · · Purchased as · · Approximate · | ||||||||
| · · · · Average · · Part of a · · Dollar Value of · | ||||||||
| · · Total Number · · Price Paid · · Publicly- · · Shares Available · | ||||||||
| · · of Shares · · Per · · Announced · · for · | ||||||||
| · · Purchased · · Share · · Program · · Repurchase(1) · | ||||||||
| October 1 – October 31, 2025 | — | | $— | — | | $144,453,000 | | |
| November 1 – November 30, 2025 | — | | — | — | | 144,453,000 | | |
| October 1 – October 31, 2025 | 842 | | 72.58 | 842 | | 145,392,000 | | |
| Total | 842 | | $— | 842 | | | | |
| (1) | The repurchase program was extended on March 12, 2025 and allows for the repurchase of up to an additional $150,000,000 of treasury stock through March 15, 2026. |
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