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Texas Capital Bancshares has released its 2026 proxy, asking stockholders to elect ten directors, ratify Ernst & Young as auditor for 2026, and approve 2025 executive pay on an advisory basis. Directors are elected annually and all nominees except the CEO are independent.
Stockholders are also asked to approve redomestication from Delaware to Texas by conversion, an advisory increase of the ownership threshold to submit stockholder proposals to 3% of outstanding shares, and potential adjournment to solicit more proxies. The proxy highlights 2025 net income to common of $313.0 million, diluted EPS of $6.79, strong capital ratios including CET1 of 12.1%, and a pay‑for‑performance program with reduced 2025 cash bonuses and higher 2026 long‑term equity awards.
Texas Capital Bancshares director Robert W. Stallings reported open-market purchases of the company’s preferred stock. On March 5, he bought 20,000 Depositary Shares for Series B Preferred Stock at $22.69 per share. On March 6, he bought an additional 5,500 depositary shares at $22.80 per share.
After these trades, he directly holds 175,087 depositary shares. He also reports indirect ownership of 360,913 depositary shares and 90,039 common shares through SCG Ventures LP, and 60,000 depositary shares through The Stallings Foundation, plus 293,291 common shares held directly.
Texas Capital Bancshares, Inc. plans to redeem all of its 4.000% Fixed-to-Fixed Rate Subordinated Notes due 2031 on May 6, 2026. The company notified holders that it will redeem the full $375,000,000 aggregate principal amount of these notes.
The notes will be redeemed at 100% of their principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. This action will retire all outstanding notes issued under the company’s subordinated note indenture with U.S. Bank Trust Company, National Association, as trustee.
Texas Capital Bancshares director Robert W. Stallings reported open-market purchases of the company’s Depositary Shares for Series B Preferred Stock. On March 3, 2026, he bought 30,000 depositary shares at an average price of $22.11 per share. On March 4, 2026, he bought another 15,000 depositary shares at an average price of $22.51 per share.
Each Depositary Share represents a 1/40th interest in a share of the 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B. After these transactions, Stallings directly held 149,587 depositary shares. He also reported indirect holdings of 60,000 depositary shares through the Stallings Foundation and 360,913 depositary shares plus 90,039 common shares through SCG Ventures LP, in addition to 293,291 common shares held directly.
Texas Capital Bancshares director Robert W. Stallings reported net open-market purchases of 28,330 securities of the company. The transactions include buying 20,000 Depositary Shares for Series B Preferred Stock at an average price of $22.22 per share on March 2, 2026, directly.
He also bought 3,330 shares of Common Stock at $94.86 per share and 5,000 additional Depositary Shares for Series B Preferred Stock at $22.29 per share on February 27, 2026, with the latter held indirectly through SCG Ventures LP. Following these trades, he held 104,587 Depositary Shares directly and 293,291 Common Shares directly, plus indirect holdings including 90,039 Common Shares via SCG Ventures LP and 60,000 Depositary Shares for Series B Preferred Stock via the Stallings Foundation. Each Depositary Share represents a 1/40th interest in a share of 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B.
Texas Capital Bancshares, Inc. is soliciting proxies for its 2026 Annual Meeting on April [•], 2026 to elect ten directors and seek votes on auditor ratification, an advisory Say-on-Pay, and a proposal to redomesticate from Delaware to Texas by conversion.
The company reports strong 2025 results including $313.0 million net income to common, $6.79 diluted EPS, $75.28 book value per share, $3.6 billion stockholders’ equity, and year-end capital ratios of 12.1% CET1 and 10.56% tangible common equity to tangible assets. The record date shows 44,213,159 shares outstanding as of February 20, 2026. The company repurchased 2.2 million shares for $186 million in 2025.
Texas Capital Bancshares, Inc. completed a public offering of $400,000,000 aggregate principal amount of 5.301% fixed-to-floating rate senior notes due 2032. The company received $398.4 million in proceeds before expenses.
The notes pay a fixed annual interest rate of 5.301% from February 27, 2027 to, but excluding, February 27, 2031, with interest paid semi-annually. From February 27, 2031 to, but excluding, February 27, 2032, interest switches to a floating rate equal to the compounded Secured Overnight Financing Rate plus 1.94%, paid quarterly.
The company plans to use the net proceeds for general corporate purposes, which may include funding the redemption of its 4.000% subordinated notes due 2031. The notes were sold under an existing shelf registration and issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.
Texas Capital Bancshares, Inc. is offering $400,000,000 of 5.301% fixed-to-floating senior notes due February 27, 2032. The notes bear a fixed rate of 5.301% from the Issue Date of February 27, 2026 to, but excluding, the Reset Date of February 27, 2031, then convert to a floating rate equal to Compounded SOFR plus 1.94% through maturity.
The offering is expected to yield net proceeds of approximately $397.4 million, which may be used for general corporate purposes and may include funding the redemption of the 2031 subordinated notes. The notes are unsecured senior obligations, structurally subordinated to subsidiary liabilities and not guaranteed by subsidiaries; they are not FDIC insured.
Texas Capital Bancshares director-related entity SCG Ventures LP reported open-market purchases of a total of 40,000 Depositary Shares for Series B Preferred Stock. The buys occurred on February 23 and 24 at average prices of about $22.14 and $22.26 per Depositary Share.
Each Depositary Share represents a 1/40th interest in the company’s 5.75% fixed rate non-cumulative perpetual preferred stock, Series B. Following these transactions, SCG Ventures LP was reported as indirectly holding 355,913 Depositary Shares, and other indirect and direct holdings in common and preferred stock were also reported.
Texas Capital Bancshares, Inc. is offering fixed-to-floating rate senior notes due 2032.
The prospectus supplement describes unsubordinated, unsecured senior notes that will convert from a fixed rate to a floating rate tied to Compounded SOFR at a Reset Date in 2031, rank equally with other unsecured senior debt, and are structurally subordinated to obligations of its subsidiaries. The company expects to use net proceeds for general corporate purposes, which may include funding a portion of the redemption of its 2031 subordinated notes. The supplement discloses consolidated balance sheet context as of December 31, 2025: total assets of $31.5 billion, total deposits of $26.4 billion, total loans of $24.0 billion, and shareholders’ equity of $3.6 billion.