UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: The Company repurchased shares of its common stock in the open market during the nine months ended September 30, 2022 as follows:
+Added: The Company repurchased shares of its common stock in the open market during the three months ended March 31, 2023 as follows:
Total Number of Approximate Dollar Value
2 unchanged sentences
Shares Purchased per Share(2) Plans or Programs(1) Plans or Programs(1)
−Removed: May 1 through May 31, 2022 902,418 $ 53.22 902,418 $ 101,975,648
−Removed: June 1 through June 30, 2022 39,461 $ 50.66 39,461 $ 99,976,436
−Removed: July 1 through July 31, 2022 — $ — — $ 99,976,436
−Removed: August 1 through August 31, 2022 — $ — — $ 99,976,436
−Removed: September 1 through September 30, 2022 — $ — — $ 99,976,436
+Added: January 2023 564,206 $ 61.50 564,206 $ 150,000,000
+Added: February 2023 — — — 150,000,000
+Added: March 2023 447,703 55.80 447,703 125,019,420
Total 1,011,909 $ 58.98 1,011,909 $ 125,019,420
−Removed: (1) On April 19, 2022, our board of directors authorized a new share repurchase program under which we may repurchase up to $ 150.0 million in shares of our outstanding common stock.
+Added: (1) On April 19, 2022, the Company’s board of directors authorized a share repurchase program under which the Company could repurchase up to $150.0 million in shares of its outstanding common stock.
+Added: In January 2023, the Company completed the full $150.0 million of repurchases authorized under this plan.
+Added: On January 18, 2023, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $150.0 million in shares of its outstanding common stock.
Any repurchases under the repurchase program will be made in accordance with applicable securities laws from time to time in open market or private transactions.
−Removed: The extent to which we repurchase shares, and the timing of such repurchases, will be at management’s discretion and will depend upon a variety of factors, including market conditions, our capital position and amount of retained earnings, regulatory requirements and other considerations.
+Added: The extent to which the Company repurchases shares, and the timing of such repurchases, will be at management’s discretion and will depend upon a variety of factors, including market conditions, the Company’s capital position and amount of retained earnings, regulatory requirements and other considerations.
No time limit was set for the completion of the share repurchase program, and the program may be suspended or discontinued at any time.
+Added: (2) The aggregate purchase price and weighted average price per share does not include the effect of excise tax expense incurred on net stock repurchases.
+Added: For the quarter ended March 31, 2023, excise tax expense totaled $540,000.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
−Removed: 2.1 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 our Current Report on Form 8-K, dated September 8, 2022
+Added: 10.1 Amended and Restated Employment Agreement, dated as of January 23, 2023, between Texas Capital Bancshares, Inc.
+Added: and Robert C.
+Added: Holmes, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 27, 2023+
+Added: 10.2 Form of 2023 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan+*
+Added: 10.3 Form of 2023 Performance-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan+*
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
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TEXAS CAPITAL BANCSHARES, INC.
−Removed: October 20, 2022
+Added: April 20, 2023
Matthew Scurlock
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.