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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-09 · 66 added, 72 removed, 112 unchanged (55% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based upon that evaluation, we have concluded that, as of the end of such period, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management, with the supervision and participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based upon that evaluation, the Company has concluded that, as of the end of such period, disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in the reports that the Company files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in the internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

The internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

As of December 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

25 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

February 9, 2023

OTHER INFORMATION

As previously reported, Julie L.

Anderson ceased serving as Chief Financial Officer of the Company and the Bank effective December 31, 2021.

On February 4, 2022, we entered into a Transition Agreement with Ms.

Anderson, whereby she agrees to assist with the transition of executive duties and responsibilities to her successor during the period commencing on January 1, 2022 and ending on March 31, 2022 (the “Separation Date”).

Pursuant to the Transition Agreement, and provided that Ms.

Anderson fulfills the conditions listed below, through the Separation Date she will continue to receive her base salary and other benefits as in effect at the end of 2021, as well as (i) a cash payment equal to no less than $1,106,000.00 payable in one lump sum on April 1, 2022, (ii) a lump sum payment equal to 18 months COBRA coverage, (iii) continued vesting of certain performance-based restricted stock units, as set forth in Exhibit A of the Transition Agreement, as if she had remained actively employed during the entire performance period applicable to each such award, subject to the achievement of the applicable performance conditions, (iv) continued vesting of certain restricted stock units, as set forth in Exhibit A of the Transition Agreement, in accordance with their terms, which will be converted into shares at the same time and subject to the same terms as would have applied if she had remained employed during the entire vesting period that applies to each such award.

Anderson’s receipt of the foregoing consideration is conditioned upon compliance with the Transition Agreement and the Surviving Provisions therein, and provided that she does not revoke the Transition Agreement, and provided that she executes the Form of Waiver and Release of Claims (included as Exhibit B of the Transition Agreement), which contains a general release of claims by Ms.

Anderson against the Company, and not revoking such release within the applicable revocation period.

The foregoing description of the Transition Agreement does not purport to be complete and is subject, and qualified in its entirety by reference to, the full text of the Transition Agreement, which is filed as Exhibit 10.12 to this Annual Report on Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item is set forth in our definitive proxy materials regarding our annual meeting of stockholders to be held April 19, 2022, which proxy materials will be filed with the SEC no later than March 10, 2022.

Information required by this item is set forth in the definitive proxy materials regarding the annual meeting of stockholders to be held April 18, 2023, which proxy materials will be filed with the SEC no later than March 9, 2023.

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

Independent Registered Public Accounting Firm’s Report of Ernst & Young LLP

3.1 Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our R egistration S tatement on Form 10 dated August 24, 2000

3.2 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.2 to our R egistration S tatement on Form 10 dated August 24, 2000

3.3 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.3 to our R egistration S tatement on Form 10 dated August 24, 2000

3.4 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.4 to our R egistration S tatement on Form 10 dated August 24, 2000

3.5 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated October 30, 2008

3.1 Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to the Company ’ s Registration Statement on Form 10 dated August 24, 2000

3.2 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.2 to the Company ’ s Registration Statement on Form 10 dated August 24, 2000

3.3 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.3 to the Company ’ s Registration Statement on Form 10 dated August 24, 2000

3.4 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.4 to the Company ’ s Registration Statement on Form 10 dated August 24, 2000

3.5 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to the Company ’ s Quarterly Report on Form 10-Q dated October 30, 2008

3.6 Amended and Restated Bylaws of Texas Capital Bancshares, Inc.

which is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated October 22, 2020

3.7 Certificate of Designation of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.1 to our Current Report on F orm 8-K dated March 28, 2013

3.8 Certificate of Designation of 5.75% Non-Cumulative Perpetual Preferred Stock, Series B, which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated March 3, 2021

3.9 Form of Preferred Stock Certificate for 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 28, 2013

4.1 Description of our C ommon S tock and 6.5% Non-Cumulative Perpetual Preferred Stock, Series A, which are registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K dated February 12, 2020

4.2 Placement Agreement by and between Texas Capital Bancshares Statutory Trust I and SunTrust Capital Markets, Inc., which is incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated December 4, 2002

4.3 Certificate of Trust of Texas Capital Bancshares Statutory Trust I, dated November 12, 2002 which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated December 4, 2002

which is incorporated by reference to Exhibit 3.1 to the Company ’ s Quarterly Report on Form 10-Q dated October 22, 2020

3.7 Certificate of Designation of 5.75% Non-Cumulative Perpetual Preferred Stock, Series B, which is incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K dated March 3, 2021

4.1 Description of Capital Stock registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to the Company’s Current Repo;rt on Form 8-K dated April 19, 2022

4.2 Placement Agreement by and between Texas Capital Bancshares Statutory Trust I and SunTrust Capital Markets, Inc., which is incorporated by reference to Exhibit 1.1 to the Company ’ s Current Report on Form 8-K dated December 4, 2002

4.3 Certificate of Trust of Texas Capital Bancshares Statutory Trust I, dated November 12, 2002 which is incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K dated December 4, 2002

4.4 Amended and Restated Declaration of Trust by and among State Street Bank and Trust Company of Connecticut, National Association, Texas Capital Bancshares, Inc.

1 unchanged sentence

Grant, Raleigh Hortenstine III and Gregory B.

Hultgren, dated November 19, 2002 which is incorporated by reference to Exhibit 3.3 to our Current Report on Form 8- K dated December 4, 2002

4.5 Indenture dated November 19, 2002 which is incorporated by reference to Ex hibit 4.1 to our Current Report on Form 8-K dated December 4, 2002

Hultgren, dated November 19, 2002 which is incorporated by reference to Exhibit 3.3 to the Company ’ s Current Report on Form 8- K dated December 4, 2002

4.5 Indenture dated November 19, 2002 which is incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K dated December 4, 2002

4.6 Guarantee Agreement between Texas Capital Bancshares, Inc.

and State Street Bank and Trust of Connecticut, National Association dated November 19, 2002, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 4, 2002

4.7 Placement Agreement by and among Texas Capital Bancshares, Inc., Texas Capital Statutory Trust II and Sandler O’Neill & Partners, L.P., which is incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated June 11, 2003

4.8 Certificate of Trust of Texas Capital Statutory Trust II, which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated June 11, 2003

and State Street Bank and Trust of Connecticut, National Association dated November 19, 2002, which is incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K dated December 4, 2002

4.8 Certificate of Trust of Texas Capital Statutory Trust II, which is incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K dated June 11, 2003

4.9 Amended and Restated Declaration of Trust by and among Wilmington Trust Company, Texas Capital Bancshares, Inc., and Joseph M.

Grant and Gregory B.

Hultgren, dated April 10, 2003, which is incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K dated June 11, 2003

Hultgren, dated April 10, 2003, which is incorporated by reference to Exhibit 3.3 to the Company ’ s Current Report on Form 8-K dated June 11, 2003

4.10 Indenture between Texas Capital Bancshares, Inc.

and Wilmington Trust Company, dated April 10, 2003, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated June 11, 2003

and Wilmington Trust Company, dated April 10, 2003, which is incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K dated June 11, 2003

4.11 Guarantee Agreement between Texas Capital Bancshares, Inc.

and Wilmington Trust Company, dated April 10, 2003, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated June 11, 2003

and Wilmington Trust Company, dated April 10, 2003, which is incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K dated June 11, 2003

4.12 Amended and Restated Declaration of Trust for Texas Capital Statutory Trust III by and among Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Texas Capital Bancshares, Inc.

as Sponsor, and the Administrators named therein, dated as of October 6, 2005, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 13, 2005

4.13 Indenture between Texas Capital Bancshares, Inc., as Issuer, and Wilmington Trust Company, as Trustee, for Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures, dated as of October 6, 2005, which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated October 13, 2005

as Sponsor, and the Administrators named therein, dated as of October 6, 2005, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 13, 2005

4.13 Indenture between Texas Capital Bancshares, Inc., as Issuer, and Wilmington Trust Company, as Trustee, for Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures, dated as of October 6, 2005, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 13, 2005

4.14 Guarantee Agreement between Texas Capital Bancshares, Inc.

and Wilmington Trust Company, dated as of October 6, 2005, which is incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated October 13, 2005

and Wilmington Trust Company, dated as of October 6, 2005, which is incorporated by reference to Exhibit 10.3 to the Company ’ s Current Report on Form 8-K dated October 13, 2005

4.15 Amended and Restated Declaration of Trust for Texas Capital Statutory Trust IV by and among Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Texas Capital Bancshares, Inc.

as Sponsor, and the Administrators named therein, dated as of April 28, 2006, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 3, 2006

4.16 Indenture between Texas Capital Bancshares, Inc., as Issuer, and Wilmington Trust Company, as Trustee, for Floating Rate Junior Subordinated Deferrable Interest Debentures dated as of April 28, 2006, which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated May 3, 2006

as Sponsor, and the Administrators named therein, dated as of April 28, 2006, which is incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K dated May 3, 2006

4.17 Guarantee Agreement between Texas Capital Bancshares, Inc.

and Wilmington Trust Company, dated as of April 28, 2006, which is incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated May 3, 2006

4.18 Amended and Restated Trust Agreement for Texas Capital Statutory Trust V by and among Wilmington Trust Company, as Property Trustee and Delaware Trustee, Texas Capital Bancshares, Inc., as Depositor, and the Administrative Trustees named therein, dated as of September 29, 2006, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 5, 2006

and Wilmington Trust Company, dated as of April 28, 2006, which is incorporated by reference to Exhibit 10.3 to the Company ’ s Current Report on Form 8-K dated May 3, 2006

4.18 Amended and Restated Trust Agreement for Texas Capital Statutory Trust V by and among Wilmington Trust Company, as Property Trustee and Delaware Trustee, Texas Capital Bancshares, Inc., as Depositor, and the Administrative Trustees named therein, dated as of September 29, 2006, which is incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K dated October 5, 2006

4.19 Junior Subordinated Indenture between Texas Capital Bancshares, Inc.

and Wilmington Trust Company, as Trustee, for Floating Rate Junior Subordinated Note dated as of September 29, 2006, which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated October 5, 2006

and Wilmington Trust Company, as Trustee, for Floating Rate Junior Subordinated Note dated as of September 29, 2006, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 5, 2006

4.20 Guarantee Agreement between Texas Capital Bancshares, Inc.

and Wilmington Trust Company, dated as of September 29, 2006, which is incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated October 5, 2006

4.21 Subordinated Indenture between Texas Capital Bancshares, Inc.

Bank National Association, as Trustee, dated September 21, 2012, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated September 18, 2012

and Wilmington Trust Company, dated as of September 29, 2006, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 5, 2006

4.21 Issuing and Paying Agency Agreement, dated January 31, 2014, between Texas Capital Bank, N.A., as Issuer, and U.S.

Bank National Association, as Agent, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated January 31, 2014.

4.23 Form of Global 5.25% Subordinated Note due 2026, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated January 31, 2014.

4.24 First Supplemental Indenture, dated May 6, 2021, between the Company and the Trustee, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 6, 2021.

4.25 Note Purchase Agreement, dated as of March 9, 2021, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated March 9, 2021.

Bank National Association, as Agent, which is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 31, 2014.

4.22 Form of Global 5.25% Subordinated Note due 2026, which is incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 31, 2014.

4.23 First Supplemental Indenture, dated May 6, 2021, between the Company and the Trustee, which is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 6, 2021.

4.24 Note Purchase Agreement, dated as of March 9, 2021, which is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 9, 2021.

4.25 Deposit Agreement, dated March 3, 2021, among the Company, Computershare, Inc.

and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated March 3, 2021

and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein, which is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 3, 2021

4.26 Purchase Agreement dated as of September 5, 2022 by and between AFCO Credit Corporation and Texas Capital Bank, which is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-d dated September 8, 2022

10.1 Executive Employment Agreement, dated as of October 25, 2020, between Texas Capital Bancshares, Inc.

and Robert C.

Holmes, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 27, 2020+

10.2 Form of Indemnity Agreement for directors and officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K dated February 21, 2014+

Holmes, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 27, 2020+

10.2 Form of Indemnity Agreement for directors and officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K dated February 21, 2014+

10.3 Amended and Restated Executive Employment Agreement dated May 30, 2017, between Texas Capital Bancshares, Inc.

and Julie Anderson, which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated June 1, 2017+

and Julie Anderson, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 1, 2017+

10.4 Texas Capital Bancshares, Inc.

Amended and Restated 2006 Employee Stock Purchase Plan , which is incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K dated February 9, 2021 +

Amended and Restated 2006 Employee Stock Purchase Plan, which is incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K dated February 9, 2021+

10.5 Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 21, 2015+

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 21, 2015+

10.6 Third Amended and Restated Texas Capital Bancshares, Inc.

Nonqualified Deferred Compensation Plan , which is incorporated by reference to Exhibit 10.13 to our Annual Report on form 10-K dated February 9, 2021 +

Nonqualified Deferred Compensation Plan, which is incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on form 10-K dated February 9, 2021+

10.7 Texas Capital Bancshares, Inc.

Amended and Restated 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated April 19, 2018+

Amended and Restated 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated April 19, 2018+

10.8 Texas Capital Bancshares, Inc.

2022 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 20, 2022 +

10.9 Form of Stock Appreciation Rights Agreement under the Texas Capital Bancshares, Inc.

2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K dated February 21, 2014+

10.9 Form of 2018 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q dated April 19, 2018+

2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K dated February 21, 2014+

10.10 Form of 2019 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated April 18, 2019+

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated April 18, 2019+

10.11 Form of 2020 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan , which is incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K dated February 9, 2021 +

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K dated February 9, 2021+

10.12 Form of 2021 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan+*

2015 Long-Term Incentive Plan , which is incorporated by reference to Exhibit 10.12 to the Company ’ s Annual Report on Fo r m 10-K dated February 9, 2022 +

10.13 Form of 2022 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.

2015 Lon-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated April 21, 2022+

10.14 Form of 2022 Performance-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.

2015 Lon-Term Incentive Plan, which is incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated April 21, 2022+

10.15 Transition Agreement, dated as of February 4, 2022, between Texas Capital Bancshares, Inc.

10.14 Key Executive Severance Policy+*

10.15 Key Executive Change-i n-Control Severance Policy +*

Anderson , which is incorporated by reference to Exhibit 10.13 to the Company ’ s Annual Report on Form 10-K dated February 9, 2022 +

10.16 Key Executive Severance Policy , which is incorporated by reference to Exhibit 10.14 to the Company ’ s Annual Report on Form 10-K dated February 9, 2022 +

10.17 Key Executive Change-in-Control Severance Policy , which is incorporated by reference to Exhibit 10.1 5 to the Company’s Annual Report on Form 10-K dated February 9, 2022+

21 Subsidiaries of the Registrant*

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(principal financial officer)

February 9, 2022 /S/ ELLEN DETRICH

Ellen Detrich

February 9, 2023 /S/ ELLEN E.

Controller and Chief Accounting Officer

(principal accounting officer)

February 9, 2022 /S/ PAOLA ARBOUR

February 9, 2023 /S/ PAOLA M.

February 9, 2023 /S/ JONATHAN E.

2 unchanged sentences

February 9, 2023 /S/ CHARLES S.

February 9, 2023 /S/ THOMAS E.

February 9, 2023 /S/ ELYSIA H.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures