Holmes Rob C 4

What Happened Rob C. Holmes, Chairman, President and CEO of Texas Capital Bancshares (TCBI), had 1,446 restricted stock units (RSUs convert/vest) on Feb 20, 2026. The RSUs converted into 1,446 shares (transaction code M, exercise/conversion at $0.00). All 1,446 shares were withheld/disposed (transaction code F) to cover the tax liability at $97.63 per share, totaling approximately $141,173. This was a withholding to pay taxes on early vesting tied to the reporting person becoming retirement-eligible, not an open-market sale.

Key Details

• Transaction date: 2026-02-20; Form 4 filed: 2026-02-23.
• Conversion: 1,446 shares acquired via RSU vesting (M) @ $0.00 per share.
• Withholding: 1,446 shares disposed (F) @ $97.63 per share for taxes; total ≈ $141,173.
• Footnotes: F1 — shares withheld to pay taxes associated with early vesting due to retirement eligibility; F2 — the RSUs vest on a 3-year cliff schedule.
• Post-transaction beneficial ownership: not stated in the filing.
• Filing timeliness: filing date is 3 days after the transaction; the filing itself does not indicate a 10b5-1 plan or other trading plan.

Context This was a routine tax-withholding event tied to RSU vesting (early vesting due to retirement eligibility), effectively a cashless withholding, not a discretionary open-market sale that would signal buying/selling intent. For retail investors, such withholdings are administrative and do not necessarily reflect the insider’s view of the stock.