Holmes Rob C 4

What Happened

• Rob C. Holmes, Chairman, President and CEO of Texas Capital Bancshares (TCBI), had performance units vest and converted them into 29,608 shares on Feb 9, 2026. No cash was paid on conversion (exercise price $0.00).
• To cover tax withholding, 11,447 of those shares were surrendered/disposed at an indicated value of $104.62 per share, totaling $1,197,586 (two withholding transactions of 3,222 and 8,225 shares).
• The net result was 29,608 shares issued less 11,447 shares withheld, leaving a net increase of 18,161 shares retained by Holmes.

Key Details

• Transaction date: February 9, 2026; Form 4 filed Feb 10, 2026 (timely).
• Conversion/exercise entries coded M (derivative exercise/conversion) at $0.00; tax withholding entries coded F (payment of tax liability) at $104.62 per share.
• Withheld shares: 3,222 shares ($337,086) and 8,225 shares ($860,500); total withheld value $1,197,586.
• Net shares retained from the vesting/conversion: 18,161 shares. The filing does not state Holmes’s total holdings after the transaction.
• Footnote: These were performance units granted Feb 9, 2023 that vested Feb 9, 2026 based on applicable performance goals.

Context

• This was a vesting/conversion of performance-based equity, not an open-market purchase or sale for investment—part of the award vesting process. The withholding of shares to cover taxes is a routine, administrative step (a cashless tax withholding), not necessarily a market-sale decision.