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, 2024 as follows:
+Added: The Company repurchased shares of its common stock in the open market during the three months ended March 31, 2025 as follows:
Total Number of Approximate Dollar Value
9 unchanged sentences
Total 396,106 $ 78.25 396,106 $ 169,003,778
−Removed: Second Quarter
−Removed: April 2024 393,914 $ 58.46 393,914 $ 95,596,029
−Removed: May 2024 41,597 58.64 41,597 93,156,593
−Removed: June 2024 416,587 57.78 416,587 69,085,247
−Removed: Total 852,098 $ 58.14 852,098 $ 69,085,247
−Removed: Third Quarter
−Removed: July 2024 — $ — — $ 69,085,247
−Removed: August 2024 — — — 69,085,247
−Removed: September 2024 — — — 69,085,247
−Removed: Total — $ — — $ 69,085,247
−Removed: 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 22, 2025, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on net stock repurchases.
−Removed: 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, 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.
The share repurchase program is set to expire on January 31, 2026, and the program may be suspended or discontinued at any time.
+Added: Remaining repurchase authorization under the January 17, 2024 share repurchase program was terminated upon authorization of this new program.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
−Removed: 10.1 Amended and Restated Employment Agreement, dated as of July 29, 2024, between Texas Capital Bancshares, Inc.
−Removed: and Robert C.
+Added: 10.1 Form of 2025 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan+*
+Added: 10.2 Form of 2025 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 17, 2024
+Added: April 17, 2025
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.