TCBI (TCBI) CAO exercises 1,470 RSUs and withholds 579 shares for tax

Rhea-AI Filing Summary

Texas Capital Bancshares Chief Administrative Officer John W. Cummings exercised equity awards and had shares withheld for taxes. On February 13, 2026, he converted 1,470 restricted stock units into common stock at an exercise price of $0 and then disposed of 579 common shares at $103.42 per share in a tax-withholding transaction. Following these transactions, he directly owned 13,130 shares of common stock.

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

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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^*

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)
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		1,470	A	$0	13,709	D
Common Stock	02/13/2026		F		579	D	$103.42	13,130	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			1,470	02/16/2025	(1)	Common Stock	1,470(2)	$0	1,470	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 Chief Administrative Officer John W. Cummings report?

John W. Cummings reported exercising 1,470 restricted stock units into common stock and a related tax-withholding disposition of 579 shares. These actions were recorded as non-open-market transactions, reflecting routine equity compensation activity rather than a discretionary purchase or sale in the open market.

How many Texas Capital Bancshares (TCBI) shares does John W. Cummings own after this Form 4?

After the reported transactions, John W. Cummings directly owns 13,130 shares of Texas Capital Bancshares common stock. This figure reflects the exercise of 1,470 restricted stock units and the withholding of 579 shares to satisfy tax obligations tied to the equity award settlement.

What does the Form 4 code M mean in the TCBI filing for John W. Cummings?

Code M on the Form 4 indicates the exercise or conversion of a derivative security, such as restricted stock units. In this case, 1,470 2024 restricted stock units were converted into 1,470 shares of Texas Capital Bancshares common stock at an exercise price of $0 per unit.

Why were 579 TCBI shares disposed of in John W. Cummings’ Form 4 filing?

The 579-share disposition is coded F, meaning shares were withheld to pay taxes or exercise costs. Here, shares were valued at $103.42 each, and this tax-withholding disposition is a common non-open-market step when equity awards like restricted stock units vest or are exercised.

How do the 2024 restricted stock units for TCBI’s John W. Cummings vest?

The 2024 restricted stock units for John W. Cummings vest in three equal annual installments beginning February 16, 2025. As units vest, they can convert into common shares, as shown by the 1,470-unit exercise reported on February 13, 2026 in this Form 4 filing.