Texas Capital (TCBI) CEO converts RSUs, withholds 1,446 shares for taxes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Texas Capital Bancshares Chairman, President and CEO Rob C. Holmes reported equity compensation activity tied to restricted stock units. On 1,446 2024 restricted stock units, he exercised derivative securities into the same number of common shares at $0 per share, then had 1,446 common shares withheld at $97.63 per share to cover taxes related to early vesting upon becoming retirement eligible. Following these transactions, his directly held common stock position was 266,235 shares, and his remaining 2024 restricted stock units totaled 60,045 units, which vest on a 3-year cliff schedule.

Insider Trade Summary

1,446 shares exercised/converted

Mixed 3 txns

Insider Holmes Rob C

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Exercise	2024 Restricted Stock Units	1,446	$0.00	--
Exercise	Common Stock	1,446	$0.00	--
Tax Withholding	Common Stock	1,446	$97.63	$141K

Holdings After Transaction: 2024 Restricted Stock Units — 60,045 shares (Direct); Common Stock — 267,681 shares (Direct)

Footnotes (1)

The reported transaction involved the withholding of 1,446 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. The restricted stock units vest on a 3 year cliff vest schedule.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 04:13 PM

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
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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^*

Holmes Rob C

(Last)

(First)

(Middle)

2000 MCKINNEY AVE, STE 700

(Street)

DALLAS

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)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		1,446⁽¹⁾	A	$0	267,681	D
Common Stock	02/20/2026		F		1,446⁽¹⁾	D	$97.63	266,235	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2024 Restricted Stock Units	$0	02/20/2026		M			1,446	07/29/2027⁽²⁾	⁽²⁾	Common Stock	1,446	$0	60,045	D

Explanation of Responses:

1. The reported transaction involved the withholding of 1,446 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 on a 3 year cliff vest schedule.

Remarks:

	Mary Helen Hall, attorney-in-fact	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TCBI CEO Rob Holmes report on this Form 4?

Rob Holmes reported exercising 1,446 restricted stock units into 1,446 common shares and an immediate share withholding for taxes. The activity reflects equity compensation vesting mechanics rather than an open-market stock purchase or sale.

How many Texas Capital (TCBI) shares were withheld for taxes in this filing?

A total of 1,446 Texas Capital common shares were withheld to pay taxes. This withholding related to the early vesting of an equal number of restricted stock units when the CEO became retirement eligible.

Did the TCBI CEO buy or sell shares on the open market in this Form 4?

The filing shows no open-market buy or sell. Instead, it records an RSU conversion into common shares and a matching tax-withholding disposition, which is a standard method for covering tax obligations on vested equity.

What are Rob Holmes’ TCBI common stock holdings after these transactions?

After the reported transactions, Rob Holmes directly owned 266,235 shares of Texas Capital common stock. This figure reflects his position following the 1,446-share tax-withholding disposition associated with the RSU vesting event.

What happens to the remaining 2024 restricted stock units for TCBI’s CEO?

Following the reported vesting and conversion, 60,045 2024 restricted stock units remain credited to the CEO. According to the disclosure, these restricted stock units vest on a 3-year cliff vesting schedule.

Why did the TCBI CEO’s restricted stock units vest early in this case?

The footnote explains that early vesting occurred because the CEO became retirement eligible. As a result, 1,446 restricted stock units vested, and an equal number of shares were withheld to satisfy related tax obligations.