Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company repurchased shares of its common stock in the open market during the six months ended June 30, 2024 as follows:
Total Number of Approximate Dollar Value
Shares Purchased as Part of Shares That May Yet
Total Number of Average Price Paid of Publicly Announced Be Purchased Under the
Shares Purchased per Share(1)
Plans or Programs(2)
Plans or Programs(1)(2)
First Quarter
January 2024 — $ — — $ 150,000,000
February 2024 112,215 58.23 112,215 143,466,072
March 2024 417,123 59.55 417,123 118,624,951
Total 529,338 $ 59.27 529,338 $ 118,624,951
Second Quarter
April 2024 393,914 $ 58.46 393,914 $ 95,596,029
May 2024 41,597 58.64 41,597 93,156,593
June 2024 416,587 57.78 416,587 69,085,247
Total 852,098 $ 58.14 852,098 $ 69,085,247
Year to date total 1,381,436 $ 58.57 1,381,436 $ 69,085,247
(1) The approximate dollar value of shares that may yet be purchased under the plans or programs and average price paid per share do not include the effect of excise tax expense incurred on net stock repurchases.
(2) 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. 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. 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. The share repurchase program is set to expire on January 31, 2025, and the program may be suspended or discontinued at any time.
37
Table of Contents
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act*
32.1 Section 1350 Certification of Chief Executive Officer**
32.2 Section 1350 Certification of Chief Financial Officer**
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
** Furnished herewith
+ Management contract or compensatory plan arrangement
38
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TEXAS CAPITAL BANCSHARES, INC.
Date: July 18, 2024
/s/ J. Matthew Scurlock
J. Matthew Scurlock
Chief Financial Officer
(Duly authorized officer and principal financial officer)
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.