TEXAS CAPITAL BANCSHARES INC/TX 8-K

What Happened
Texas Capital Bancshares, Inc. announced on Feb. 27, 2026 that it completed a public offering of $400,000,000 aggregate principal amount of 5.301% Fixed-to-Floating Rate Senior Notes due 2032. The offering was sold under the company’s Form S-3 registration and a prospectus supplement dated Feb. 24, 2026; the company received approximately $398.4 million in proceeds before offering expenses. An underwriting agreement was entered with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and TCBI Securities, Inc. (Texas Capital Securities).

Key Details

• Offering size: $400,000,000 aggregate principal amount of senior notes.
• Net proceeds: $398.4 million (before offering expenses).
• Maturity: February 27, 2032.
• Interest: Fixed 5.301% annually from Feb. 27, 2027 to Feb. 27, 2031 (semi‑annual payments); then floating quarterly from Feb. 27, 2031 to Feb. 27, 2032 at the Compounded Security Overnight Financing Rate (a SOFR‑based rate) + 1.94%.
• Use of proceeds: General corporate purposes, which may include funding redemption of the company’s 4.000% Subordinated Notes due 2031.
• Documents: Indenture and related agreements with U.S. Bank Trust Company, National Association as trustee were filed as exhibits; legal opinion and consent of Alston & Bird LLP also filed.

Why It Matters
This transaction raises near‑$400 million of senior debt capital for Texas Capital Bancshares and changes the company’s liability profile through a long‑dated (2032) senior note with an initial fixed rate that shifts to a SOFR‑based floating rate near maturity. Investors should note the intended use of proceeds (general corporate purposes and potential redemption of subordinated notes), which could affect the company’s capital structure and funding costs depending on whether the subordinated notes are redeemed. The filing also provides the formal underwriting and indenture agreements for review.