Cummings John W 4

What Happened

• John W. Cummings, Chief Administrative Officer of Texas Capital Bancshares (TCBI), had performance units vest and convert into 4,443 shares on February 9, 2026. The conversion entries show an exercise/conversion at $0.00 (code M).
• To satisfy tax withholding, 1,082 shares were withheld/disposed (codes F) at $104.62 per share: 319 shares for $33,374 and 763 shares for $79,825, totaling $113,199. After withholding, Cummings received a net ~3,361 shares.
• The exercise/conversion had no exercise price (the award converted into shares), so this is effectively a vested award delivery with net share settlement for taxes — generally a routine compensation event rather than an open-market buy or sell.

Key Details

• Transaction date: February 9, 2026. Withholding price used: $104.62 per share.
• Shares converted (gross): 4,443 (1,307 + 3,136). Shares withheld for taxes: 1,082. Net shares delivered: ~3,361.
• Tax withholding value: $33,374 + $79,825 = $113,199.
• Footnotes: F2 — These were performance units granted Feb 9, 2023 that vested on Feb 9, 2026 based on applicable performance goals. F1 listed as N/A.
• Filing timeliness: No late filing indication in the reported Form 4.

Context

• This transaction reflects vesting and conversion of performance-based equity (not an open-market trade). The company withheld shares to cover tax obligations (a net share settlement), a common administrative step when awards vest.
• For retail investors: purchases or open-market insider buys are often more informative about insider sentiment; award vesting and withholding are routine compensation matters and do not necessarily signal a view on the company’s stock price.