Texas Capital (TCBI) CAO exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Texas Capital Bancshares Chief Administrative Officer John W. Cummings reported equity award and related stock activity. On January 27, 2026, he received 5,532 2026 restricted stock units at an exercise price of $0, which vest in three equal annual installments beginning January 27, 2027.

On January 29, 2026, 1,499 2025 restricted stock units were converted into the same number of common shares at $0. To cover tax withholding, 442 common shares were disposed of at $98.87 per share. After these transactions, he directly held 8,878 common shares, along with 2,998 remaining 2025 RSUs and 5,532 2026 RSUs.

Insider Trade Summary

1,499 shares exercised/converted

Mixed 4 txns

Insider Cummings John W

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Exercise	2025 Restricted Stock Units	1,499	$0.00	--
Exercise	Common Stock	1,499	$0.00	--
Tax Withholding	Common Stock	442	$98.87	$44K
Grant/Award	2026 Restricted Stock Units	5,532	$0.00	--

Holdings After Transaction: 2025 Restricted Stock Units — 2,998 shares (Direct); Common Stock — 9,320 shares (Direct); 2026 Restricted Stock Units — 5,532 shares (Direct)

Footnotes (1)

1. The restricted stock units vest in three equal annual installments beginning January 28, 2026. The restricted stock units vest in three equal annual installments beginning January 27, 2027. N/A

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^*

Cummings John W

(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 Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/29/2026		M		1,499	A	$0	9,320	D
Common Stock	01/29/2026		F		442	D	$98.87	8,878	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
2025 Restricted Stock Units	$0	01/29/2026		M			1,499	01/28/2026(1)	(1)	Common Stock	1,499	$0	2,998	D
2026 Restricted Stock Units	$0	01/27/2026		A		5,532		01/27/2027(2)	(3)	Common Stock	5,532	$0	5,532	D

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments beginning January 28, 2026.

2. The restricted stock units vest in three equal annual installments beginning January 27, 2027.

3. N/A

Remarks:

	Mary Helen Hall, attorney-in-fact	01/30/2026
	** 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 activity did TCBI Chief Administrative Officer John W. Cummings report?

John W. Cummings reported a new grant of 5,532 2026 restricted stock units and the vesting of 1,499 2025 restricted stock units into common shares, along with a sale of 442 shares to cover tax withholding obligations at $98.87 per share.

How many Texas Capital (TCBI) restricted stock units were granted to the CAO?

The Chief Administrative Officer received 5,532 2026 restricted stock units at an exercise price of $0 per unit. These units represent a deferred equity award that will convert into common shares as they vest over the specified three-year schedule beginning January 27, 2027.

When do John W. Cummings’ 2025 and 2026 TCBI restricted stock units vest?

The 2025 restricted stock units vest in three equal annual installments beginning January 28, 2026. The 2026 restricted stock units vest in three equal annual installments beginning January 27, 2027, spreading the equity compensation over multiple years tied to continued service.

How many TCBI common shares does the CAO own after these Form 4 transactions?

After the reported transactions, John W. Cummings directly owns 8,878 shares of Texas Capital Bancshares common stock. This reflects the net result of RSU conversion into shares and the withholding of 442 shares to satisfy tax obligations on the vested equity.

Why were 442 Texas Capital (TCBI) shares sold at $98.87 in this filing?

The 442 Texas Capital Bancshares shares were disposed of at $98.87 per share in a transaction coded “F,” indicating shares withheld to pay taxes upon vesting of restricted stock units, rather than an open-market discretionary sale by the executive.

What derivative securities related to TCBI does the CAO hold after the filing?

Following the transactions, John W. Cummings holds 2,998 2025 restricted stock units and 5,532 2026 restricted stock units. Both series have an exercise price of $0 and will convert into common shares as they vest according to their respective three-year schedules.