Texas Capital (NASDAQ: TCBI) risk chief exercises RSUs, uses shares for tax

Rhea-AI Filing Summary

Texas Capital Bancshares Chief Risk Officer David W. Oman reported equity compensation-related transactions in company common stock. On July 1, 2026, he exercised 2,748 restricted stock units, receiving the same number of common shares at an exercise price of $0.00 per share. To cover tax obligations, 1,357 shares of common stock were disposed of at $104.54 per share as a tax-withholding transaction rather than an open-market sale. Following these transactions, Oman directly owned 3,779 shares of common stock. A footnote explains that the restricted stock units vest in three equal annual installments beginning July 1, 2025, illustrating the multi-year nature of his equity awards.

Insider Trade Summary

2,748 shares exercised/converted

Mixed 3 txns

Insider Oman David W

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Exercise	2024 Restricted Stock Units	2,748	$0.00	--
Exercise	Common Stock	2,748	$0.00	--
Tax Withholding	Common Stock	1,357	$104.54	$142K

Holdings After Transaction: 2024 Restricted Stock Units — 2,748 shares (Direct, null); Common Stock — 5,136 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs exercised: 2,748 shares Tax-withholding shares: 1,357 shares Tax-withholding price: $104.54 per share +3 more

6 metrics

RSUs exercised 2,748 shares 2024 Restricted Stock Units converted into common stock on July 1, 2026

Tax-withholding shares 1,357 shares Common stock delivered for tax liability at $104.54 per share

Tax-withholding price $104.54 per share Price used for 1,357-share tax-withholding disposition of common stock

Shares owned after 3,779 shares Direct common stock holdings following July 1, 2026 transactions

RSU exercise price $0.00 per share Exercise or conversion price for 2,748 restricted stock units

RSU vesting schedule Three equal annual installments Vesting begins July 1, 2025 for the restricted stock units

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, derivative security

4 terms

Restricted Stock Units financial

"The restricted stock units vest in three equal annual installments beginning July 1, 2025."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 1,357 common shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" describing the RSU conversion"

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:53 PM Accepted by SEC EDGAR 07/06/2026 - 04:52 PM Learn about SEC filing dates

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^*

Oman David W

(Last) (First) (Middle)

2000 MCKINNEY AVENUE SUITE 700

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

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 Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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

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

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	07/01/2026		M		2,748	A	$0	5,136	D
Common Stock	07/01/2026		F		1,357	D	$104.54	3,779	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	07/01/2026		M			2,748	07/01/2025(1)	(1)	Common Stock	2,748	$0	2,748	D

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments beginning July 1, 2025.

Remarks:

	Mary Helen Hall, attorney-in-fact	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did TCBI Chief Risk Officer David W. Oman report?

David W. Oman reported exercising 2,748 restricted stock units into common stock and a related tax-withholding disposition of 1,357 common shares, both dated July 1, 2026. These actions reflect equity compensation mechanics rather than open-market buying or selling.

How many Texas Capital Bancshares (TCBI) shares does David W. Oman hold after the Form 4?

After the reported transactions, David W. Oman directly owns 3,779 shares of Texas Capital Bancshares common stock. This figure reflects the net position after exercising 2,748 restricted stock units and disposing of 1,357 shares to satisfy tax obligations.

Was the TCBI insider share disposition an open-market sale?

No. The 1,357-share disposition reported by David W. Oman is coded as a tax-withholding transaction. The shares were delivered to satisfy tax liabilities associated with his restricted stock unit vesting, not sold as a discretionary open-market trade.

What equity award did the TCBI Form 4 show for David W. Oman?

The Form 4 shows 2,748 "2024 Restricted Stock Units" converting into an equal number of common shares at a $0.00 exercise price. A footnote states these restricted stock units vest in three equal annual installments beginning July 1, 2025.

How does the TCBI Form 4 classify David W. Oman’s transactions?

The filing classifies 2,748 restricted stock units as a derivative exercise or conversion and 1,357 common shares as a tax-withholding disposition. Both are recorded as direct holdings activity, reflecting compensation-related movements rather than traditional buy or sell orders.