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 three months ended March 31, 2026 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)
January 2026 51,411 $ 98.97 51,411 $ 194,911,786
February 2026 340,125 101.23 340,125 160,482,422
March 2026 378,887 92.57 378,887 125,410,091
Total first quarter 2026 770,423 $ 96.82 770,423 $ 125,410,091
(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) 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. The share repurchase program will expire on December 31, 2026, but may be suspended or discontinued at any time. The remaining repurchase authorization under the January 22, 2025 share repurchase program was terminated upon authorization of this new program.
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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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
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
4.1 I ndenture dated as of February 27, 2026 between Texas Capital Bancshares, Inc., as Issuer, and U.S. 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
4.2 F irst Supplemental Indenture dated as of February 27, 2026 between Texas Capital Bancshares, Inc., as Issuer, and U.S. 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
10.1 Form of 202 6 Time -Based Award Agreement pursuant to the Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan+*
10.2 Form of 202 6 Performance-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan+*
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
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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: April 23, 2026
/s/ J. Matthew Scurlock
J. Matthew Scurlock
Chief Financial Officer
(Duly authorized officer and principal financial officer)
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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.