INTERNATIONAL BANCSHARES CORP 8-K

What Happened International Bancshares Corp filed a Current Report on Form 8-K on May 12, 2026, disclosing that its Board approved and adopted the Third Amended and Restated By-Laws effective May 12, 2026. The amendments remove the prior requirement that a shareholder or group must beneficially own 3% of outstanding common stock to institute or maintain a derivative proceeding (a lawsuit brought on behalf of the company). The amendments also eliminate the company’s exclusive forum clause and no longer require shareholders, directors, and officers to irrevocably waive any right to a jury trial to the fullest extent permitted by law.

Key Details

• By-Laws effective date: May 12, 2026.
• Removed the 3% ownership threshold previously required to bring a derivative proceeding.
• Eliminated the exclusive forum designation (previously the Texas Business Court Fourth Business Court Division, then U.S. District Court for the Southern District of Texas, then Webb County state court).
• Removed the mandatory, irrevocable jury-trial waiver for shareholders, directors, and officers to the extent allowed by law.

Why It Matters These by-law changes alter procedural rules governing shareholder litigation and dispute resolution for International Bancshares. Shareholders no longer face the 3% ownership barrier to bring derivative claims, forum choices are no longer limited by the company’s prior designation, and jury-trial waivers are no longer imposed prospectively. Investors should note these governance changes when assessing shareholder rights and potential litigation processes, as described in the company’s Form 8-K.