Business Description

We are a registered multibank financial holding company providing a diversified range of commercial and retail banking services in our main banking and branch facilities located in north, south, central, and southeast Texas and the State of Oklahoma. We were organized and we operate as a bank holding company within the meaning of the Bank Holding Company Act of 1956 (BHCA). As a bank holding company, we may own one or more banks and may engage in activities closely related to banking. In this regard, we are subject to supervision and regulation by the Board of Governors of the Federal Reserve System (FRB). In addition, all five of our wholly owned banking subsidiaries are members of and subject to regulation by the Federal Deposit Insurance Corporation (FDIC). Our principal corporate offices are located in Laredo, Texas. Our principal assets at December 31, 2025, consisted of all the outstanding capital stock of four Texas state banking associations and one Oklahoma state banking corporation as follows: ● International Bank of Commerce, located in Laredo, Texas (IBC); ● Commerce Bank, located in Laredo, Texas (Commerce Bank); ● International Bank of Commerce, located in Brownsville, Texas (IBC Brownsville); ● International Bank of Commerce, located in Zapata, Texas (IBC Zapata); and ● International Bank of Commerce, located in Oklahoma City, Oklahoma (IBC-Oklahoma). ​ These five subsidiary banks are collectively referred to in this report as our “Subsidiary Banks.” Our philosophy focuses on customer service as represented by the motto, “We Do More.” Our Subsidiary Banks maintain a strong commitment to their local communities by, among other things, appointing selected community members to local advisory boards. These local advisory boards help to direct the operations of the branches of each Subsidiary Bank under the supervision of the Subsidiary Bank’s board of directors, assist in developing or modifying our products and services to meet local customer needs, and introduce prospective customers to our many products and services. We also own six direct, non-banking subsidiaries: ● IBC Trading Company, an export trading company that is currently inactive; ● IBC Charitable and Community Development Corporation, a nonprofit corporation formed under the laws of the State of Texas to conduct charitable and community development activities; ● IBC Capital Corporation, a company incorporated in the State of Delaware for the purpose of holding certain investments; ● WCMH, LLC, a merchant banking entity formed under the laws of the State of Texas; ● Premier Tierra Holdings, Inc., a liquidating subsidiary formed under the laws of the State of Texas; and ● Diamond Beach Holdings, LLC, a merchant banking entity formed under the laws of the State of Texas. ​ 3 Table of Contents We also own fifty-percent interests in Gulfstar Group I, Ltd. and Gulfstar Group II, Ltd., together with their related entities, all of which are involved in investment banking activities; a controlling interest in five merchant banking entities; and a majority ownership interest in a real-estate development partnership.