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Form 8-K

sec.gov

8-K — TEXAS CAPITAL BANCSHARES INC/TX

Accession: 0001077428-26-000061

Filed: 2026-09-14

Period: 2026-09-14

CIK: 0001077428

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tcbi-20260914.htm (Primary)

EX-99.1 — EX-99.1 PRESS RELEASE (exhibit991-pressrelease914.htm)

GRAPHIC (texascapital.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tcbi-20260914.htm · Sequence: 1

tcbi-20260914

TEXAS CAPITAL BANCSHARES INC/TX0001077428false00010774282026-09-142026-09-140001077428us-gaap:CommonStockMember2026-09-142026-09-140001077428us-gaap:SeriesBPreferredStockMember2026-09-142026-09-14

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): September 14, 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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 14, 2026, Texas Capital Bancshares, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and its 5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share (the “Preferred Stock” and together with the Common Stock, the “Equity Securities”), from Nasdaq and transfer the listing to the Texas Stock Exchange LLC (the “TXSE”). The Company expects that the listing and trading of the Equity Securities on Nasdaq will end at market close on October 7, 2026, and that trading will begin on the TXSE at market open on October 8, 2026. The Common Stock and the Preferred Stock have been approved for listing on the TXSE. The Common Stock will initially continue to trade under its current ticker symbol, “TCBI”, and the Preferred Stock will trade under its new ticker symbol, “TCBI PRB”. On November 9, 2026, the Common Stock and the Preferred Stock are expected to begin trading under the new ticker symbols “TXCP” and “TXCP PRB”, respectively.

Item 7.01.    Regulation FD Disclosure.

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of its Equity Securities to the TXSE. The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press Release dated September 14, 2026

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 14, 2026 TEXAS CAPITAL BANCSHARES, INC.

By: /s/ J. Matthew Scurlock

J. Matthew Scurlock

Chief Financial Officer

EX-99.1 — EX-99.1 PRESS RELEASE

EX-99.1

Filename: exhibit991-pressrelease914.htm · Sequence: 2

Document

Exhibit 99.1

MEDIA CONTACT

Julia Monter

julia.monter@texascapital.com

INVESTOR CONTACT

Jocelyn Kukulka

investor.relations@texascapital.com

Texas Capital to Bring Corporate Listing Home to the Texas Stock Exchange

Full-service, Texas-founded and headquartered financial services firm deepens commitment to the state’s growing capital markets

Parent company ticker symbol to change from TCBI to TXCP on November 9, 2026

DALLAS – September 14, 2026 – Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital, today announced that it will transfer the primary listing of its common stock and its 5.75% non-cumulative perpetual preferred stock series B to the Texas Stock Exchange LLC (“TXSE”) from the Nasdaq Stock Market LLC (“Nasdaq”).

“After completing our successful transformation into the only full-service financial services firm founded and headquartered in Texas, bringing Texas Capital’s corporate listing home to the Texas Stock Exchange is the logical next step as we concurrently expand access to the global capital markets in Texas and beyond,” said Rob C. Holmes, Chairman, President & Chief Executive Officer of Texas Capital. “We are a proud early supporter of TXSE and view the launch of a world-class exchange in Texas as a landmark moment that further cements the state’s position as a premier destination for innovation and investment. TXSE has a proven leadership team, state-of-the-art trade matching technology, an enviable investor base and a shared listings approach, which will, in effect, have the issuer in a net positive cash position with the exchange.”

Texas Capital Bancshares, Inc. expects to commence trading as a TXSE-listed company upon market open on October 8, 2026, where its common and preferred stock will begin trading under the ticker symbol “TCBI” and “TCBI PRB”, respectively. Shortly thereafter on November 9, 2026, the company expects to change its ticker symbols to “TXCP” and “TXCP PRB”, respectively, marking another significant milestone in the firm’s history. The company’s common and preferred stock will continue trading on Nasdaq through market close on October 7, 2026. No action is required by stockholders in connection with the transfer.

“Texas Capital is the first home-grown, full-service financial services firm in the state of Texas, and we are proud to welcome their primary corporate listing home to the Texas Stock Exchange,” said TXSE Chairman and CEO James H. Lee. “Texas Capital has been a leader in developing capital markets in the Lone Star State, so it is fitting that they will be listed on the only national securities exchange built, headquartered, and incorporated in Texas.”

Today, Texas Capital combines deep Texas roots with a national reach, delivering a full suite of capabilities across Commercial Banking, Private Banking, Corporate Banking, Investment Banking and Treasury Solutions. The firm’s decision to list on TXSE reflects the successful completion of its transformation and represents the natural next step for a Texas-founded, Texas-headquartered institution built to serve clients across the country.

Bell Ringing

To commemorate Texas Capital Bancshares, Inc.’s move to TXSE, a closing bell ceremony is planned to be held in Dallas on November 9, 2026.

ABOUT TEXAS CAPITAL

Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 2000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank (“TCB”). Texas Capital is the collective brand name for TCB and its separate, non-bank affiliates and wholly owned subsidiaries. Texas Capital is a full-service financial services firm that delivers customized solutions to businesses, entrepreneurs and individual customers. Founded in 1998, the institution is headquartered in Dallas with offices in Austin, Fort Worth, Houston, San Antonio, Chicago, Los Angeles and New York City, and has a network of clients across the country. With the ability to service clients through their entire lifecycles, Texas Capital has established commercial banking, consumer banking, corporate and investment banking and wealth management capabilities. All services are subject to applicable laws, regulations and service terms. Deposit and lending products and services are offered by TCB. For deposit products, member FDIC. For more information, please visit texascapital.com.

Trading in securities and financial instruments, strategic advisory, and other investment banking activities are performed by TCBI Securities, Inc., doing business as Texas Capital Securities. TCBI Securities, Inc. is a member of FINRA and SIPC and has registered with the SEC and other state securities regulators as a broker dealer. TCBI Securities, Inc. is a subsidiary of TCB. All investing involves risks, including the loss of principal. Past performance does not guarantee future results. Securities and other investment products offered by TCBI Securities, Inc. are not FDIC insured, may lose value and are not bank guaranteed.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of and pursuant to the Private Securities Litigation Reform Act of 1995 regarding, among other things, TCBI transferring its listing to the TXSE, the expected benefits from and impact of the transfer of the listing, and trading under new ticker symbols. These statements are not historical in nature and may often be identified by the use of words such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, trends, guidance, expectations and future plans.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent and various uncertainties, risks, and changes in circumstances that are difficult to predict, may change over time, are based on management’s expectations and assumptions at the time the statements are made and are not guarantees of future results. Numerous risks and other factors, many of which are beyond management’s control, could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. While there can be no assurance that any list of risks is complete, important risks and other factors that could cause actual results to differ materially from those contemplated by forward-looking statements include, but are not limited to, operational, regulatory or technical challenges related to the TXSE-listing; and the risks and factors more fully described in TCBI’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents and filings with the SEC. The information contained in this communication speaks only as of its date. Except to the extent required by applicable law or regulation, we disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.

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