Holmes Rob C 4

What Happened

• Rob C. Holmes, Chairman, President and CEO of Texas Capital Bancshares (TCBI), exercised/converte d derivative securities in late January 2026 and had shares withheld/sold to cover taxes. On Jan 29, 2026 he converted derivative awards that resulted in issuance of shares (noting exercises of 9,200 and 881-share tranches). To satisfy tax withholding obligations, 3,404 shares were withheld/sold at about $98.87 ($336,553) and 881 shares were withheld/sold at about $97.63 ($86,012), totaling roughly $422,565. Separately, on Jan 27, 2026 he was granted 37,452 restricted stock units (RSUs) at no cash cost.

Key Details

• Transaction dates and prices: Jan 27, 2026 (grant of 37,452 RSUs @ $0); Jan 29, 2026 (exercise/conversion entries and tax-withholding disposals: 3,404 shares @ $98.87 and 881 shares @ $97.63).
• Tax withholding: Shares were withheld/sold to cover tax liabilities (transaction code F). Footnote: 665 shares were withheld upon early vesting of an equal number of RSUs related to the reporting person becoming retirement-eligible.
• Vesting schedules: The RSUs referenced vest in three equal annual installments — some beginning Jan 28, 2026 and others beginning Jan 27, 2027 (per filing footnotes).
• Shares owned after transaction: not specified in the provided filing details.
• Filing timeliness: Form filed Jan 30, 2026 for transactions in late Jan 2026 — appears to be timely (insiders typically must file within two business days).

Context

• These filings reflect an exercise/ conversion of derivative awards and routine tax-withholding rather than an open-market purchase or targeted sale. Withholding of shares to cover taxes is common after awards/vesting and functions similarly to a cashless exercise — it does not necessarily indicate a change in the insider’s view of the company. For retail investors, outright purchases are generally a stronger bullish signal than routine tax-related disposals.