Cummings John W 4

What Happened

• John W. Cummings, Chief Administrative Officer of Texas Capital Bancshares (TCBI), converted/exercised derivative securities into 1,499 shares (reported 2026-01-29) and immediately had 442 shares withheld/disposed to satisfy tax withholding (442 shares x $98.87 = $43,701). Separately, he was granted 5,532 restricted stock units (RSUs) on 2026-01-27 (award recorded at $0).

Key Details

• Transactions:
  • 2026-01-29: Exercise/conversion of derivative (M) — 1,499 shares acquired at $0.00 (derivative conversion).
  • 2026-01-29: Tax/payment withholding (F) — 442 shares disposed at $98.87 for total withholding value $43,701.
  • 2026-01-29: Corresponding derivative disposition reported for 1,499 shares (derivative).
  • 2026-01-27: Grant/award (A) — 5,532 RSUs granted at $0.00.
• Shares owned after the transactions: Not specified in the Form 4 filing.
• Footnotes from the filing:
  • F1: The restricted stock units vest in three equal annual installments beginning January 28, 2026.
  • F2: The restricted stock units vest in three equal annual installments beginning January 27, 2027.
  • F3: N/A
• Filing timeliness: Form 4 filed 2026-01-30 for transactions on 2026-01-27 and 2026-01-29 — appears to be within the typical two-business-day filing window.

Context

• The 442-share disposition was a tax withholding event (code F) tied to the derivative conversion/settlement, not an open-market “sell for investment” trade. That is a routine administrative step to satisfy tax liabilities.
• The 5,532-share item is an RSU grant that vests in installments per the footnotes; RSU grants are compensation and do not by themselves signal an intent to buy or sell shares.
• For retail investors: purchases or meaningful open-market buys by insiders can be more informative than routine option exercises or tax-withholdings. This filing reports a conversion/settlement plus a compensation grant and a withholding to cover taxes.