Texas Capital (NASDAQ: TCBI) CLO logs new RSU grant and tax share withholding

Rhea-AI Filing Summary

Texas Capital Bancshares Chief Legal Officer Anna M. Alvarado reported equity compensation activity and tax withholding transactions in company stock.

On January 27, 2026, she received 5,378 2026 restricted stock units at $0 per unit, which vest in three equal annual installments beginning January 27, 2027.

On January 29, 2026, 1,178 2025 restricted stock units were converted to common stock at $0 per share, and 526 common shares were withheld at $98.87 per share to cover taxes. After these transactions, she directly owned 24,207 common shares and held 2,356 remaining 2025 restricted stock units.

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^*

Alvarado Anna M

(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 Legal 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		1,178	A	$0	24,733	D
Common Stock	01/29/2026		F		526	D	$98.87	24,207	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			1,178	01/28/2026(1)	(2)	Common Stock	1,178	$0	2,356	D
2026 Restricted Stock Units	$0	01/27/2026		A		5,378		01/27/2027(3)	(2)	Common Stock	5,378	$0	5,378	D

Explanation of Responses:

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

2. N/A

3. 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.
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** 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’s Chief Legal Officer report?

Texas Capital Bancshares’ Chief Legal Officer reported RSU-related transactions, including a 5,378-unit 2026 restricted stock grant and the conversion of 1,178 2025 RSUs into common shares. The filing also shows 526 shares withheld to cover taxes from the vesting event.

How many Texas Capital Bancshares (TCBI) RSUs were granted in 2026?

The filing shows a grant of 5,378 2026 restricted stock units at $0 per unit. These RSUs vest in three equal annual installments beginning January 27, 2027, providing the executive with stock-based compensation over a multi-year period, subject to continued service.

When do the TCBI restricted stock units for the CLO vest?

The 2025 RSUs vest in three equal annual installments beginning January 28, 2026, while the 2026 RSUs vest in three equal annual installments beginning January 27, 2027. This staggered schedule spreads equity compensation over several years for the Chief Legal Officer.

How many TCBI common shares does the Chief Legal Officer own after these transactions?

After the reported transactions, the Chief Legal Officer directly owned 24,207 Texas Capital Bancshares common shares. This figure reflects RSUs converted into stock and shares withheld for taxes as of the January 29, 2026 reporting date in the Form 4 filing.

Why were 526 TCBI shares reported with a price of $98.87?

The 526 common shares at $98.87 per share were withheld to satisfy tax obligations upon vesting of restricted stock units. This is a common administrative transaction where shares are surrendered instead of paying cash taxes on the equity award’s value.

What happened to the 2025 TCBI restricted stock units in this filing?

In this filing, 1,178 2025 restricted stock units were converted into common stock at $0 exercise price. Following this transaction, the Chief Legal Officer continued to hold 2,356 2025 restricted stock units, which will vest in remaining scheduled installments.