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Texas Capital Bancshares (TCBI) CEO Holmes exercises awards, withholds shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Texas Capital Bancshares (TCBI) Chairman, President and CEO Rob C. Holmes reported equity award activity and related tax withholding on February 9, 2026. He exercised 8,708 restricted stock units and 20,900 2023 performance stock units, each at an exercise price of $0, receiving common shares.

To cover taxes, 3,222 shares and 8,225 shares of common stock were withheld at $104.62 per share. After these transactions, Holmes directly owned 260,209 shares of Texas Capital Bancshares common stock.

Positive

  • None.

Negative

  • None.
Insider Holmes Rob C
Role Chairman, President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 8,708 $0.00 --
Exercise 2023 Performance Stock Units 20,900 $0.00 --
Exercise Common Stock 8,708 $0.00 --
Tax Withholding Common Stock 3,222 $104.62 $337K
Exercise Common Stock 20,900 $0.00 --
Tax Withholding Common Stock 8,225 $104.62 $860K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); 2023 Performance Stock Units — 0 shares (Direct); Common Stock — 250,756 shares (Direct)
Footnotes (1)
  1. N/A These performance units were granted February 9, 2023 and vested on February 9, 2026 based on applicable performance goals.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Holmes Rob C
(Last) (First) (Middle)
2000 MCKINNEY AVE, STE 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)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
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 02/09/2026 M 8,708 A $0 250,756 D
Common Stock 02/09/2026 F 3,222 D $104.62 247,534 D
Common Stock 02/09/2026 M 20,900 A $0 268,434 D
Common Stock 02/09/2026 F 8,225 D $104.62 260,209 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
Restricted Stock Units $0 02/09/2026 M 8,708 02/07/2025 (1) Common Stock 8,708 $0 0 D
2023 Performance Stock Units $0 02/09/2026 M 20,900 02/09/2026 03/15/2026 Common Stock 20,900(2) $0 0 D
Explanation of Responses:
1. N/A
2. These performance units were granted February 9, 2023 and vested on February 9, 2026 based on applicable performance goals.
Remarks:
Mary Helen Hall, attorney-in-fact 02/10/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did TCBI CEO Rob C. Holmes report on February 9, 2026?

Rob C. Holmes reported exercising equity awards and related tax withholding on February 9, 2026. He converted restricted stock units and 2023 performance stock units into common shares, then had a portion of those shares withheld to satisfy tax obligations linked to the vesting and exercises.

How many Texas Capital Bancshares (TCBI) RSUs did the CEO exercise?

The CEO exercised 8,708 restricted stock units at an exercise price of $0 per unit. These units converted into the same number of Texas Capital Bancshares common shares, increasing his direct holdings before subsequent share withholding for taxes reduced the net number he retained.

What happened to the 2023 Performance Stock Units reported by TCBI’s CEO?

The filing shows 20,900 2023 Performance Stock Units were exercised at an exercise price of $0, converting into common stock. A footnote explains these performance units were granted on February 9, 2023 and vested on February 9, 2026 based on applicable performance goals.

How many TCBI shares were withheld to cover the CEO’s tax obligations?

Two tax-related transactions are reported: 3,222 shares and 8,225 shares of common stock were withheld. Both withholding transactions used a price of $104.62 per share, reflecting shares surrendered to cover taxes rather than open-market sales by the CEO.

What is Rob C. Holmes’ TCBI common stock ownership after these transactions?

After the reported award exercises and tax withholding, Rob C. Holmes directly owned 260,209 shares of Texas Capital Bancshares common stock. This figure reflects his updated direct beneficial ownership following the conversions of equity awards and the related share withholding for tax purposes.

Were any derivative securities remaining after the CEO’s TCBI award exercises?

The derivative table shows both the 8,708 restricted stock units and 20,900 2023 Performance Stock Units had 0 derivative securities remaining after exercise. This indicates those specific award grants were fully exercised into common stock as of February 9, 2026.