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, 2023 as follows:
+Added: The Company repurchased shares of its common stock in the open market during the three months ended March 31, 2024 as follows:
Total Number of Approximate Dollar Value
1 unchanged sentence
Total Number of Average Price Paid of Publicly Announced Be Purchased Under the
−Removed: Shares Purchased per Share(2) Plans or Programs(1) Plans or Programs(1)
+Added: Shares Purchased per Share
+Added: Plans or Programs(1)
+Added: Plans or Programs(1)
January 2024 — $ — — $ 150,000,000
1 unchanged sentence
March 2024 417,123 59.55 417,123 118,624,951
−Removed: April 2023 — — — 125,019,420
−Removed: May 2023 — — — 125,019,420
−Removed: June 2023 — — — 125,019,420
−Removed: July 2023 — — — 125,019,420
−Removed: August 2023 — — — 125,019,420
−Removed: September 2023 — — — 125,019,420
Total 529,338 $ 59.27 529,338 $ 118,624,951
−Removed: (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.
−Removed: In January 2023, the Company completed the full $150.0 million of repurchases authorized under this plan.
−Removed: 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.
+Added: (1) On January 17, 2024, 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, excluding the effect of excise tax expense incurred on net stock repurchases.
+Added: Remaining repurchase authorization under the January 18, 2023 share repurchase program was terminated upon authorization of this new program.
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 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.
−Removed: No time limit was set for the completion of the share repurchase program, and the program may be suspended or discontinued at any time.
−Removed: (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.
−Removed: For the nine months ended September 30, 2023, excise tax expense totaled $540,000.
+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, our capital position and amount of retained earnings, regulatory requirements and other considerations.
+Added: The share repurchase program is set to expire on January 31, 2025, and the program may be suspended or discontinued at any time.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: 10.1 Form of 2024 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan+*
+Added: 10.2 Form of 2024 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*
14 unchanged sentences
TEXAS CAPITAL BANCSHARES, INC.
−Removed: October 19, 2023
+Added: April 18, 2024
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.