Stock Options

9 Months Ended

Sep. 30, 2023

Stock Options

Stock Options

Note 5 — Stock Options

On April 5, 2012, the Board of Directors adopted the 2012 International Bancshares Corporation Stock Option Plan (the “2012 Plan”). There were 800,000 shares of common stock available for stock option grants under the 2012 Plan, which were qualified incentive stock options (“ISOs”) or non-qualified stock options. Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years. On April 4, 2022 the 2012 plan expired and was not renewed.

A summary of option activity under the stock option plan for the nine months ended September 30, 2023 is as follows:

				Weighted
		Weighted		average
		average		remaining	Aggregate
	Number of	exercise		contractual	intrinsic
	options	price		term (years)	value ($)
					(in Thousands)
Options outstanding at December 31, 2022	461,822	$	29.67
Plus: Options granted	—		—
Less:
Options exercised	(24,036)		27.21
Options expired	—		—
Options forfeited	(5,563)		37.44
Options outstanding at September 30, 2023	432,223		29.71	3.34	$	5,892
Options fully vested and exercisable at September 30, 2023	278,112	$	26.80	1.94	$	4,600

Stock-based compensation expense included in the consolidated statements of income for the three and nine months ended September 30, 2023 was $76,000 and $255,000, respectively. Stock-based compensation expense included in the consolidated statements of income for the three and nine months ended September 30, 2022 was $118,000 and $347,000, respectively. As of September 30, 2023, there was approximately $507,000 of total unrecognized stock-based compensation cost related to non-vested options granted under our plans that will be recognized over a weighted average period of 1.5 years.

On April 18, 2022, the Board of Directors adopted the 2022 International Bancshares Corporation Stock Appreciation Rights Plan (the “SAR Plan”). There are 750,000 shares of underlying common stock that may be used for stock appreciation right (“SAR”) grants under the plan, however, no actual shares will be granted. Upon exercise, the SAR will be settled in cash. SARs granted may be exercisable for a period of up to 10 years from the date of grant and may vest over an eight-year period. As of September 30, 2023, a total of 502,250 SARs had been issued under the SAR Plan.

A summary of activity under the SAR Plan for the nine months ended September 30, 2023 is as follows:

				Weighted
		Weighted		average
	Number of	average		remaining	Aggregate
	stock appreciation	exercise		contractual	intrinsic
	rights	price		term (years)	value ($)
					(in Thousands)
Stock appreciation rights outstanding at December 31, 2022	489,250	$	39.35
Plus: Stock appreciation rights granted
Less:
Stock appreciation rights exercised	—		—
Stock appreciation rights expired	—		—
Stock appreciation rights forfeited	(16,000)		39.33
Stock appreciation rights outstanding at September 30, 2023	473,250		39.35	8.75	$	1,890
Stock appreciation rights fully vested and exercisable at September 30, 2023	—	$	—

The fair value of the liability for payments due to stock appreciation rights holders at September 30, 2023 is approximately $976,000, as calculated using a Black-Sholes Merton model, and is included in other liabilities on the consolidated statements of condition. The expense recorded in connection with all grants under the SAR Plan totaled $219,000 and $649,000 for the three and nine months ended September 30, 2023, respectively. As of September 30,

2023, there was approximately $5,861,000 in unrecognized liability related to non-vested SARs granted under the plan that will be recognized over a weighted average period of 9.5 years.