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, 2025 as follows:
+Added: The Company repurchased shares of its common stock in the open market during the three months ended March 31, 2026 as follows:
Total Number of Approximate Dollar Value
4 unchanged sentences
Plans or Programs(1)(2)
+Added: January 2026 51,411 $ 98.97 51,411 $ 194,911,786
+Added: February 2026 340,125 101.23 340,125 160,482,422
+Added: March 2026 378,887 92.57 378,887 125,410,091
Total first quarter 2026 770,423 $ 96.82 770,423 $ 125,410,091
−Removed: 396,106 $ 78.25 396,106 $ 169,003,778
−Removed: Total second quarter 2025
−Removed: 317,860 $ 65.50 317,860 $ 148,183,554
−Removed: July 2025 — $ — — $ 148,183,554
−Removed: August 2025 87,087 80.49 87,087 141,174,282
−Removed: September 2025 — — — 141,174,282
−Removed: Total third quarter 2025 87,087 $ 80.49 87,087 $ 141,174,282
−Removed: 801,053 $ 73.44 801,053 $ 141,174,282
(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.
−Removed: (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.
+Added: (2) Effective December 12, 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.
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, the Company’s capital position and amount of retained earnings, regulatory requirements and other considerations.
−Removed: The share repurchase program is set to expire on January 31, 2026, and the program may be suspended or discontinued at any time.
−Removed: Remaining repurchase authorization under the January 17, 2024 share repurchase program was terminated upon authorization of this new program.
+Added: The share repurchase program will expire on December 31, 2026, but may be suspended or discontinued at any time.
+Added: The remaining repurchase authorization under the January 22, 2025 share repurchase program was terminated upon authorization of this new program.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: 3.1 C ertificate of Eli mination relating to the Series A-1 Nonvoting Common Stock, dated February 19 , 2026 , which is incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K dated February 20, 202 6
+Added: 3.2 Certificate of Elimination relating to the 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, dated February 19, 2026, which is incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated February 20, 2026
+Added: 4.1 I ndenture dated as of February 27, 2026 between Texas Capital Bancshares, Inc., as Issuer, and U.S.
+Added: Bank Trust Company, National Association, as Trust ee , which is incorporated by reference to exhibit 4.1 to the Company ’ s Current Report on Form 8-K dated February 27, 2026
+Added: 4.2 F irst Supplemental Indenture dated as of February 27, 2026 between Texas Capital Bancshares, Inc., as Issuer, and U.S.
+Added: Bank Trust Company, National Association, as Trustee , which is incorporate d by reference to exhibit 4.2 to the Company ’ s Current Report on Fo rm 8-K dated February 27, 2026
+Added: 10.1 Form of 202 6 Time -Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan+*
+Added: 10.2 Form of 202 6 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 23, 2025
+Added: April 23, 2026
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.