Texas Capital (NASDAQ: TCBI) CEO reports RSU grant and tax share sales

Rhea-AI Filing Summary

Texas Capital Bancshares chairman, president and CEO Rob C. Holmes reported equity award activity and related tax withholding. On January 27, 2026, he received 37,452 2026 restricted stock units, which vest in three equal annual installments beginning January 27, 2027.

On January 29, 2026, 9,200 2025 RSUs were converted into an equal number of common shares, and 881 2026 RSUs were also exercised. To cover taxes, the company withheld and disposed of 3,404 shares at $98.87 and 881 shares at $97.63. After these transactions, Holmes directly owned 242,048 common shares, plus derivative holdings of 18,402 2025 RSUs and 37,452 2026 RSUs.

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^*

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)
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		9,200	A	$0	245,452	D
Common Stock	01/29/2026		F		3,404	D	$98.87	242,048	D
Common Stock	01/29/2026		M		881(1)	A	$0	242,929	D
Common Stock	01/29/2026		F		881(1)	D	$97.63	242,048	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			9,200	01/28/2026(2)	(3)	Common Stock	9,200	$0	18,402	D
2026 Restricted Stock Units	$0	01/27/2026		A		37,452		01/27/2027(4)	(3)	Common Stock	37,452	$0	37,452	D
2026 Restricted Stock Units	$0	01/29/2026		M			881(1)	01/27/2027(4)	(3)	Common Stock	881	$97.63	36,571	D

Explanation of Responses:

1. The reported transaction involved the withholding of 665 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible.

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

3. N/A

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

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).
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FAQ

What insider transactions did TCBI CEO Rob C. Holmes report?

Rob C. Holmes reported new restricted stock units and related share activity. He received 37,452 2026 RSUs, exercised 9,200 2025 RSUs and 881 2026 RSUs, and had shares withheld and sold to cover tax obligations tied to these equity awards.

How many Texas Capital Bancshares shares does the TCBI CEO own after this Form 4?

After the reported transactions, Rob C. Holmes directly owned 242,048 Texas Capital Bancshares common shares. He also held 18,402 2025 restricted stock units and 37,452 2026 restricted stock units, providing additional potential future common shares as those units vest over time.

What new restricted stock units did TCBI grant to its CEO?

On January 27, 2026, Rob C. Holmes was granted 37,452 2026 restricted stock units. According to the filing, these RSUs vest in three equal annual installments beginning January 27, 2027, creating a multi-year equity incentive that links compensation to ongoing service and company performance.

When do Rob Holmes’s TCBI restricted stock units vest?

The 2025 RSUs vest in three equal annual installments beginning January 28, 2026. The 2026 RSUs vest in three equal annual installments beginning January 27, 2027. This schedule spreads potential share delivery over several years, encouraging longer-term alignment with Texas Capital Bancshares.

Why were some TCBI shares withheld or sold in Rob Holmes’s filing?

Some shares were withheld and disposed of to pay taxes arising from RSU vesting events. The filing notes tax withholding transactions, including sales at $98.87 and $97.63 per share, and explains that withholding was tied to the reporting person becoming retirement eligible for certain early vesting.

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

In this Form 4, code M indicates the exercise or conversion of derivative securities, such as restricted stock units, into common stock. Code F reflects shares withheld or disposed of to satisfy tax obligations related to those equity awards, rather than open-market discretionary share sales.