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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-13 · 24 added, 21 removed, 151 unchanged (23% of the section changed)

9 unchanged sentences

As of December 31, 2024, 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.

Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2023.

the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2024.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

6 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income and other comprehensive income/(loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 13, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income and other comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 11, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

19 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item is set forth in the definitive proxy materials regarding the annual meeting of stockholders to be held April 16, 2024, which proxy materials will be filed with the SEC no later than March 7, 2024.

The information regarding Directors under the subheadings “Proposal One – Election of Directors,” “Qualifications Required of All Directors” and “Director Nominees” under the principal heading “Governance”;

the information regarding Executive Officers under the subheading “Executive Officers” under the principal heading “Executive Compensation”;

the information regarding the Code of Business Conduct under the principal heading “Governance”;

the information under the subheading “Delinquent Section 16(a) Reports” under the principal heading “Stock Ownership Information;

the information regarding the Audit Committee under the subheading “Committees of the Board” under the principal heading “Governance”;

and the information regarding the Insider Trading Policy under the subheading “Compensation and Other Policies - Insider Trading and Anti-Hedging / Anti-Pledging Policy” under the principal heading “Executive Compensation” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information under the subheading “Director Compensation” under the principal heading “Governance” and the information under the subheadings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Tables,” “Compensation Committee Interlocks and Insider Participation,” “2024 CEO Pay Ratio” and “2024 Pay Versus Performance” under the principal heading “Executive Compensation” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

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

The information under the subheading “Equity Compensation Plan Information” under the principal heading “Executive Compensation” and the information under the principal heading “Stock Ownership Information” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the subheading “Director Nominees” under the principal heading “Governance” and the information under the subheading “Indebtedness of Management and Related Party Transactions” under the principal heading “Executive Compensation” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval of Audit and Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors under the subheading “Proposal Two – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm” and under the principal heading “Audit Matters” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

(1) All financial statements

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

The Company’s consolidated financial statements and related report of its independent registered public accounting firm required in response to this Item are incorporated by reference from Item 8 of this Report.

(2) All financial statements required by Item 8

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

None are applicable because the required information has been incorporated in the Company’s consolidated financial statements and notes thereto which are incorporated in this Report by reference.

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

7 unchanged sentences

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 Report 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

4.2 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

6 unchanged sentences

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

4.7 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 the Company’s Current Report on Form 8-K dated June 11, 2003

4.6 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

21 unchanged sentences

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 the Company’s Current Report on Form 8-K dated January 31, 2014.

4.19 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.

4.20 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.

4.21 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 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 Amended and Restated Employment Agreement, dated as of January 23, 2023, between Texas Capital Bancshares, Inc.

10.1 Amended and Restated Employment Agreement, dated as of July 29, 2024, between Texas Capital Bancshares, Inc.

and Robert C.

Holmes, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 27, 2023+

Holmes, which is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated October 17, 2024+

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+

7 unchanged sentences

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

10.7 Form of 2021 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 10.12 to the Company’s Annual Report on Form 10-K dated February 9, 2022+

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

3 unchanged sentences

10.9 Form of 2023 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.

2022 Long-Term Incentive Plan , which is incorporated by reference to Ex hibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q dated April 20, 2023 +

2022 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated April 20, 2023+

10.10 Form of 2023 Performance-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.

2022 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated April 20, 2023+

10.11 Form of 2024 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.

2022 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, 2024+

10.12 Form of 2024 Performance-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.

2022 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated April 18, 2024+

10.13 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+

10.14 Key Executive Change-in-Control Severance Policy, which is incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K dated February 9, 2022+

19.1 Insider Trading Policy*

21 Subsidiaries of the Registrant*

4 unchanged sentences

32.2 Section 1350 Certification of Chief Financial Officer**

P olicy Relating to Recovery of Erroneously Awarded Compensation*

Policy Relating to Recovery of Erroneously Awarded Compensation , which is incorpor ated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K dated February 13, 2024

101.INS XBRL Instance Document*

28 unchanged sentences

February 11, 2025 /S/ THOMAS E.

February 11, 2025 /S/ MARK W.

February 11, 2025 /S/ ELYSIA HOLT RAGUSA

4 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