tcbi-20260309
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2026
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34657 | 75-2679109 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.
(Address of principal executive offices)
75201
(Zip Code)
Registrant’s telephone number, including area code: (214) 932-6600
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | TCBI | The Nasdaq Stock Market | ||||||||||||
| 5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share | TCBIO | The Nasdaq Stock Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On March 9, 2026, Texas Capital Bancshares, Inc. (the “Company”) gave notice to the holders of the Company’s 4.000% Fixed-to-Fixed Rate Subordinated Notes due 2031 (the “Notes”) that it will redeem all $375,000,000 aggregate principal amount of the outstanding Notes (which constitutes all outstanding Notes) on May 6, 2026 (the “Redemption Date”) at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Redemption Price”), plus accrued and unpaid interest on the Notes to (but excluding) the Redemption Date (together with the Redemption Price, the “Redemption Payment”).
The Notes were issued pursuant to that certain Indenture, dated as of September 21, 2012, as supplemented by the First Supplemental Indenture, dated as of May 6, 2021 (as supplemented, the “Indenture”), each between the Company and U.S. Bank Trust Company, National Association, a national banking association, as successor trustee (the “Trustee”) to U.S. Bank National Association.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 9, 2026 | TEXAS CAPITAL BANCSHARES, INC. | |||||||||||||||
| By: | /s/ J. Matthew Scurlock | ||||||||||||||||
| J. Matthew Scurlock Chief Financial Officer | |||||||||||||||||