Texas Capital Bancshares (NASDAQ: TCBI) removes unused preferred and nonvoting stock

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Texas Capital Bancshares, Inc. amended its charter to formally eliminate two unused share classes from its capital structure. The company filed Certificates of Elimination in Delaware for its Series A-1 Nonvoting Common Stock and its 6.50% Non-Cumulative Perpetual Preferred Stock, Series A.

As of the filing dates, no shares of either series were outstanding, and the company states that no shares will be issued under those prior designations. The previously authorized shares of 6.50% preferred stock have reverted to undesignated preferred shares, giving the company flexibility to designate them for other potential future uses.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/20/2026 - 04:11 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

TEXAS CAPITAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34657	75-2679109
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.

(Address of principal executive offices)

75201

(Zip Code)

Registrant’s telephone number, including area code: (214) 932-6600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TCBI

The Nasdaq Stock Market

5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share

TCBIO

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 20, 2026, Texas Capital Bancshares, Inc. (the “Company”) filed a Certificate of Elimination (the “First Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Powers, Designations, Preferences and Rights (the “First Certificate of Designations”) relating to the Company’s Series A-1 Nonvoting Common Stock (the “Series A-1 Nonvoting Common Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on December 22, 1998. As of the date of filing, no shares of the Series A-1 Nonvoting Common Stock were outstanding, and no shares thereof will be issued by the Company subject to the First Certificate of Designation.

Also on February 20, 2026, the Company filed a Certificate of Elimination (the “Second Certificate of Elimination” and, together with the First Certificate of Elimination, the “Certificates of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designation (the “Second Certificate of Designation”) relating to the Company’s 6.50% Non-Cumulative Perpetual Preferred Stock, Series A (the “6.50% Preferred Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on March 27, 2013. As of the date of filing, no shares of the 6.50% Preferred Stock were outstanding, and no shares thereof will be issued by the Company subject to the Second Certificate of Designation. Upon the filing of the Second Certificate of Elimination with the Secretary of State of the State of Delaware, all previously authorized shares of 6.50% Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0.01 per share.

The Certificates of Elimination became effective upon filing. The above description of the Certificates of Elimination is a summary and, as such, is qualified in its entirety by reference to the full text of the Certificates of Elimination, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Elimination relating to the Series A-1 Nonvoting Common Stock, dated February 19, 2026.

3.2 Certificate of Elimination relating to the 6.50% Non-Cumulative Perpetual Preferred Stock, Series, A, dated February 19, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

February 20, 2026

TEXAS CAPITAL BANCSHARES, INC.

By:

/s/ J. Matthew Scurlock

J. Matthew Scurlock
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What corporate action did Texas Capital Bancshares (TCBI) report in this 8-K?

Texas Capital Bancshares reported filing two Certificates of Elimination in Delaware. These filings eliminated prior designations for its Series A-1 Nonvoting Common Stock and its 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which were no longer in use.

What happened to the 6.50% Non-Cumulative Perpetual Preferred Stock, Series A of TCBI?

The 6.50% Non-Cumulative Perpetual Preferred Stock, Series A designation was eliminated. No shares were outstanding at the time, and all previously authorized shares reverted to undesignated preferred stock, allowing Texas Capital Bancshares to potentially re-designate them for other purposes later.

Were any Texas Capital Bancshares Series A-1 Nonvoting Common Stock shares outstanding?

No shares of Series A-1 Nonvoting Common Stock were outstanding when Texas Capital Bancshares filed the Certificate of Elimination. The company also stated that no shares will be issued subject to that prior designation going forward after the charter amendment.

Does this Texas Capital Bancshares 8-K involve new securities being issued?

No new securities are being issued in this 8-K. Instead, Texas Capital Bancshares eliminated two unused share designations from its charter, and the related preferred shares reverted to undesignated status without any new issuances occurring.

When did the Certificates of Elimination for TCBI become effective?

The Certificates of Elimination became effective upon filing with the Delaware Secretary of State. Texas Capital Bancshares completed these filings on February 20, 2026, updating its charter to remove the two unused stock series designations immediately.

Where can investors find the full text of TCBI’s Certificates of Elimination?

The full text of the Certificates of Elimination is filed as Exhibits 3.1 and 3.2 to the current report. Texas Capital Bancshares incorporates those exhibits by reference for anyone needing the precise charter language and legal details.

Filing Exhibits & Attachments

6 documents