Sec Form 4 Filing - MARTINEZ DALIA F @ INTERNATIONAL BANCSHARES CORP - 2022-07-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARTINEZ DALIA F 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) VICE PRESIDENT (Last) (First) (Middle) 1200 SAN BERNARDO 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2022 (Street) LAREDO, TX78040 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) $ 39.33 07/14/2022 A 5,000 ( 2 ) 07/14/2032 COMMON STOCK 5,000 $ 0 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARTINEZ DALIA F 1200 SAN BERNARDO LAREDO, TX78040 VICE PRESIDENT Signatures /s/ DALIA F. MARTINEZ 04/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These stock appreciation rights (these "SARs") were granted to the reporting person pursuant to the 2022 International Bancshares Corporation Stock Appreciation Rights Plan and a Stock Appreciation Rights Award Agreement between International Bancshares Corporation (the "Company") and the reporting person. These SARs represent the right to receive, upon exercise, a cash amount equal to the number of shares of the Company's common stock, par value $1.00 per share (the "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 date the SARs are exercised, and (ii) July 14, 2022, the date the SARs were granted (the "Grant Date"). ( 2 )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.

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).

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