Texas Capital Bancshares (TCBI) CFO converts RSUs, withholds shares for tax payment

Rhea-AI Filing Summary

Texas Capital Bancshares Chief Financial Officer John Matthew Scurlock reported equity award activity involving company stock. On February 13, 2026, he exercised 1,819 2024 restricted stock units at an exercise price of $0, receiving the same number of common shares. In a related move the same day, 716 common shares were withheld and disposed of at $103.42 per share to cover tax obligations. Following these transactions, Scurlock directly owned 22,235 shares of common stock. The filing notes that the restricted stock units vest in three equal annual installments beginning February 16, 2025.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Scurlock John Matthew

(Last) (First) (Middle)

2000 MCKINNEY AVENUE

SUITE 700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXAS CAPITAL BANCSHARES INC/TX [ TCBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	02/13/2026		M		1,819	A	$0	22,951	D
Common Stock	02/13/2026		F		716	D	$103.42	22,235	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
2024 Restricted Stock Units	$0	02/13/2026		M			1,819	02/16/2025	(1)	Common Stock	1,819(2)	$0	1,820	D

Explanation of Responses:

1. N/A

2. The restricted stock units vest in three equal annual installments beginning February 16, 2025.

Remarks:

	Mary Helen Hall, attorney-in-fact	02/17/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did TCBI’s CFO report on February 13, 2026?

TCBI’s CFO, John Matthew Scurlock, exercised 1,819 restricted stock units into common shares at an exercise price of $0. The transaction reflects equity compensation vesting rather than an open-market stock purchase, as part of his 2024 restricted stock unit award.

How many Texas Capital Bancshares (TCBI) shares does the CFO own after this Form 4?

After the reported transactions, the CFO directly owned 22,235 shares of Texas Capital Bancshares common stock. This balance reflects the RSU conversion of 1,819 shares and the tax-withholding disposition of 716 shares completed on February 13, 2026.

Were any TCBI shares sold by the CFO on the open market in this filing?

The filing shows no open-market sale by the CFO. Instead, 716 shares of common stock were disposed of at $103.42 per share to satisfy tax obligations tied to the RSU exercise, a standard tax-withholding transaction coded as “F.”

What are the terms of the CFO’s 2024 restricted stock units at TCBI?

The 2024 restricted stock units vest in three equal annual installments beginning February 16, 2025. As they vest, units can be converted into common shares, as seen with the 1,819 units exercised at an exercise price of $0 in this Form 4.

What do the transaction codes M and F mean in the TCBI Form 4?

Code M indicates an exercise or conversion of a derivative security, here 1,819 restricted stock units into common stock at $0. Code F indicates shares disposed of to pay tax liabilities, in this case 716 common shares at $103.42 per share.

Is the Texas Capital Bancshares CFO’s ownership in TCBI direct or indirect?

The Form 4 shows the CFO’s ownership as direct, marked with ownership code “D.” The reported 22,235 common shares following the transactions are held directly in his name, with no footnotes indicating indirect entities or disclaimed beneficial ownership.