TEXAS CAPITAL BANCSHARES INC/TX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT

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Table of Contents

TCBI 2026|Notice of Annual Meeting and Proxy Statement i

A Letter from the Chair and Lead Director

Texas Capital Bancshares, Inc.

2000 McKinney Avenue, 7th Floor

Dallas, Texas 75201

March 12, 2026

To our fellow stockholders:

On behalf of the Board of Directors, we are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Texas Capital Bancshares, Inc. at 7:30 a.m., central daylight time, on Tuesday, April 21, 2026, at our corporate headquarters, Texas Capital Center, 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201.

Over the last four years, Texas Capital has undertaken what we believe to be a highly meaningful transformation within the banking industry, made possible by the dedication of our team and the trust of our clients. We now operate a unique, full-service, Texas-based platform with enhanced product breadth and execution, increasingly delivering the high-quality stakeholder outcomes this model was designed to support.

The Board is focused on the many factors that contribute to long-term strong performance for our stakeholders, including continued investment in products, technology and people. Highlights of our work in the past year include:

Strategic Plan

Throughout this transformation period, we have deliberately invested in fortifying both our balance sheet and operating model as fundamental pillars of our business. This commitment has yielded tangible results, including achieving and surpassing our long-term Return on Average Assets goal of 1.1% in the final two quarters of the year, markedly increasing revenue, income and book value, demonstrating the effectiveness of our strategic priorities. Supported by strong market position, a uniquely differentiated platform, and substantial capital and liquidity buffers, we possess the tools and resources required to execute our strategy to be the premiere full‑service, Texas-based financial platform.

Financial Resiliency

Our strategic foundation rests on a resilient balance sheet designed to guide our clients through volatile markets and interest rate fluctuations. This financial strength, complemented by our industry-leading liquidity and capital ratios, represents a significant competitive edge. Our year-end CET1 ratio 1 of 12.1% and Tangible Common Equity to Tangible Assets ratio 2 of 10.56%, coupled with a strong portfolio of cash and securities, enable us to maintain an active, responsive market presence and deliver comprehensive solutions tailored to our clients’ varied and evolving requirements within today’s dynamic and complex business landscape.

Board Refreshment

We are committed to maintaining a vital and refreshed Board that actively engages with stockholders, oversees execution of our strategy, and exercises disciplined stewardship of stockholder resources. An experienced and well-rounded Board is a crucial part of the Firm’s commitment to financial resiliency and good governance. We engaged with several stockholders throughout the year and intently listened to your feedback.

Through our ongoing recruitment process, we strive to identify a robust pipeline of potential director candidates who reflect the right mix of experience and skills to continue providing independent oversight. This past year, we welcomed Ranjana Clark, who has 25 years’ experience in the financial services industry, to the Board. Due to the director retirement age policy, Charles S. Hyle, Elysia Holt Ragusa, and Robert W. Stallings will retire from the Board following the Annual Meeting. We would like to take this opportunity to thank them for their years of service, as Texas Capital has benefited greatly from their leadership and expertise during their collective more than 50 years of service.

In January 2026, the Board voted to appoint David S. Huntley as Lead Independent Director effective after the 2026 Annual Meeting, replacing Bob Stallings. Rob Holmes will continue as Chairman of the Board.

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A Letter from the Chair and Lead Director

Executive Compensation and Stockholder Engagement

To attract and retain top talent, we take a fair and long‑term approach to compensation that is grounded in pay‑for‑performance and aligned with our stockholders’ interests. We recognize that our Say‑on‑Pay support over the last several years has not consistently met our expectations, and the Board and the Compensation Committee have thoughtfully considered this input as part of their ongoing oversight of our compensation program.

We have a history of being receptive to stockholder feedback and have expanded and continued our stockholder outreach and engagement efforts, including dialogue on our executive compensation program. Generally, stockholders have been supportive of management, the Firm’s strategy and its long‑term performance, while also providing valuable perspectives that we have taken into account as we continue to execute on our strategic plan and oversee the compensation program.

Over the last several years, we have enjoyed meeting many of you, stockholders of the Firm, and greatly appreciate the discussions and the insights you have shared with us as we continue to execute on our strategic plan. We look forward to our ongoing engagement, and we are grateful for your support of the Firm as we drive value creation for all our stakeholders.

2026 Annual Meeting

Your vote is important to us. At this year’s Annual Meeting, you will be asked to vote on several items, including the election of our directors, the executive compensation program and redomestication of Texas Capital from Delaware to Texas. Approval of these matters is important for our ability to operate the business consistent with our pay-for-performance philosophy and compensation model, which promotes alignment between our employees and stockholders. Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted in accordance with your preference. We are excited to continue delivering value to our stockholders and clients in 2026 and beyond.

On behalf of the entire Board, we are grateful for your investment and your support.

Sincerely,

Rob C. Holmes

Chairman, President and Chief Executive Officer

Robert W. Stallings

Lead Independent Director

1 Common Equity Tier 1 capital divided by risk-weighted assets.

2 Stockholders’ equity excluding preferred stock, less goodwill and intangibles, divided by total assets, less goodwill and intangibles.

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Notice of Annual Meeting

Texas Capital Bancshares, Inc.

2000 McKinney Avenue, 7th Floor

Dallas, Texas 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Texas Capital Bancshares, Inc. follows. Financial and other information about the Company are contained in the Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), which accompanies the Proxy Statement.

To ensure that your shares are represented at the meeting, the Company urges you to submit your voting instructions by proxy as promptly as possible. You may submit your proxy via the Internet or telephone, or, if you received paper copies of the proxy materials by mail, you can also submit a proxy via mail by following the instructions on the proxy card or voting instruction card. You are encouraged to submit a proxy via the Internet. It is convenient and saves the Company significant postage and processing costs. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

The Company is making the Proxy Statement and the form of proxy first available on or about March 12, 2026.

By order of the board of directors,

Anna M. Alvarado-Pearce

Managing Director, Chief Legal Officer &

Corporate Secretary

March 12, 2026

Dallas, Texas

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Notice of Annual Meeting

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON April 21, 2026:

The Company’s 2026 Notice of Annual Meeting and Proxy Statement and the 2025 Annual Report, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge on the Company’s Investor Relations website (investors.texascapitalbank.com). Stockholder may also access the Proxy Statement, Proxy Card and the 2025 Annual Report free of charge at www.proxydocs.com/TCBI.

PROXY STATEMENT

For the Annual Meeting of Stockholders to be held on April 21, 2026

This Proxy Statement is being furnished to the stockholders of Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), on or about March 12, 2026, in connection with the solicitation of proxies by the board of directors to be voted at the 2026 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held on April 21, 2026, at 7:30 a.m. at Texas Capital Center, 7th Floor, 2000 McKinney Avenue, Dallas, Texas 75201. The Company is the parent corporation of Texas Capital Bank (“Texas Capital Bank” or the “Bank”). The Company, the Bank and the Company’s other subsidiaries are collectively referred to as “Texas Capital” or the “Firm”, where appropriate.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of the proxy materials to each stockholder, the Company is furnishing proxy materials to its stockholders on the Internet. You will not receive a printed copy of the proxy materials unless you specifically request them. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

VOTING INFORMATION

It is very important that you vote in order to play a part in the future of the Company. Please carefully review the proxy materials for the Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to one vote for each share of common stock you own. Only those stockholders that owned shares of the Company’s common stock on February 20, 2026, the record date established by the board of directors, will be entitled to vote at the Annual Meeting. At the close of business on the record date, there were 44,213,159 shares of common stock outstanding held by 115 identified holders.

The Company is furnishing its proxy materials to its stockholders primarily through the Internet in accordance with rules adopted by the Securities and Exchange Commission. Stockholders have been mailed a Notice of Internet Availability of Proxy Materials on or around March 12, 2026, which provides them with instructions on how to vote and how to access the proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials. Stockholders who previously enrolled in a program to receive electronic versions of the proxy materials will receive an email notice with details on how to access those materials and how to vote.

How to Vote

Even if you plan to attend the Annual Meeting, please submit your voting instructions by proxy right away using one of the following methods for submitting a proxy (see page 132 for additional information). Make sure to have your proxy card, voting instruction form (“VIF”) or Notice of Internet Availability (“Notice”) in hand and follow the instructions. If your shares are held in the name of a broker, bank or other nominee, please follow the voting instructions that you receive from the broker, bank or other nominee entitled to vote your shares, which may include requesting and bringing to the meeting a Legal Proxy.

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Notice of Annual Meeting

If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact Alliance Advisors, LLC, 150 Clove Road, Suite 400, Little Falls, New Jersey 07424. Stockholders may call toll free: (855) 206-2428.

Electronic Stockholder Document DeliveryInstead of receiving future copies of annual meeting proxy materials by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and will also give you an electronic link to the proxy voting site.

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Proxy Statement Summary

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Proxy Statement Summary

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Proxy Statement Summary

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Proxy Statement Summary

Governance Highlights (cont.)

Stockholder Engagement and Outreach (cont.)

performance, Board composition and succession, social and governance topics, executive compensation and talent, were expanded this year to include a focused discussion of the voting results on the Company’s 2025 Say on Pay vote, which for the first time did not receive majority support, and broader aspects of our executive compensation program, including one time awards and the CEO’s existing employment agreement.Stockholders provided candid feedback on these matters, and the Board and Compensation Committee have used that input to inform their ongoing oversight of the Company’s governance framework and compensation programs, as described under “Executive Compensation – 2025 Say on Pay Vote and Stockholder Outreach” below at page 59. Overall, the 2025 engagements were positive and constructive.The Company continually evaluates enhancements to its corporate governance, corporate responsibility and executive compensation practices, and appreciates engaging with key stakeholders, including stockholders, in that ongoing process. Recent outreach, including the focused engagement in Fall 2025, provided important perspectives that the Board and Compensation Committee are considering as they oversee the Company’s governance framework and compensation programs and determine how best to reflect those considerations in future disclosures.

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Proxy Statement Summary

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Proxy Statement Summary

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Governance

GOVERNANCE

The Company is committed to effective corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. See “Board and Corporate Governance: Strong Governance Practices” below for more information.

For information about the availability of the Company’s governing documents, as well as the Company’s corporate governance guidelines, Board committee charters and other materials, see “Additional Information— Governing Documents and Public Filings Availability” below.

PROPOSAL ONE – Election of Directors

Background

Based on the recommendation of the Board’s independent Governance and Nominating Committee (“Governance Committee”), the Board nominated ten directors for election at the Annual Meeting – Paola M. Arbour, Jonathan E. Baliff, Ranjana B. Clark, Rob C. Holmes, David S. Huntley, Thomas E. Long, Mark W. Midkiff, Steven P. Rosenberg, Dale W. Tremblay, and Laura L. Whitley – to serve a one-year term expiring at the 2027 annual meeting of stockholders, or until their successors are elected and qualified. All of the nominees have indicated their willingness to continue to serve as a director if elected. Each of the nominees have previously been elected as directors of the Company by stockholders. The Company’s management has no reason to believe that any nominee will be unable to serve.

At the Annual Meeting, you will have the opportunity to elect these ten nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them for these ten nominees. However, if any of the nominees is unable or declines to serve for any reason, your proxy will be voted for the election of a substitute nominee selected by the Board.

The Board determined that each of the Company’s current directors, and each of the director nominees, other than Mr. Holmes, the Company’s Chairman, Chief Executive Officer and President, qualifies as an “independent director” as defined in relevant listing standards of The NASDAQ Stock Market and applicable SEC rules.

Directors are elected by a plurality of the votes cast at the Annual Meeting. However, in accordance with the Company’s Majority Voting Policy, any nominee for election as a director receiving a greater number of “withhold” votes than votes “for” election in an uncontested election must deliver his or her resignation to the Board, for consideration by the Governance Committee and the Board. See“Proxy Statement and Voting–Quorum and Voting”on page 132.

It is the Company’s policy to encourage directors and nominees for director to attend the annual meeting. Last year, all of the then thirteen directors and nominees for director attended the annual meeting.

There is no family relationship between or among any of the executive officers or directors. There are no arrangements or understandings between any of the executive officers or directors and any other person pursuant to which any of them are elected as a director or appointed as an officer.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 12

Governance

Since 2021, six new directors, including a new CEO / President, and five new independent directors, have joined the Board, and consistent with the Board’s retirement age policy, several long‑tenured directors are scheduled to retire in 2026 as part of a planned transition. This approach to refreshing the Board is intended to balance the importance of adding new directors and evolving the Board’s skills and qualifications with the need for continuity, allowing newer directors to work alongside more tenured colleagues before their scheduled retirements and supporting an orderly, deliberate evolution of Board composition.

Qualifications Required of All Directors

The Board and the Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, and a willingness to assume fiduciary responsibilities. In addition, the Board conducts interviews of potential director candidates to assess integral qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board is made up of a highly-engaged group of individuals with a wide range of thought and relevant experience, expertise, backgrounds and qualifications necessary to oversee the business. The Governance Committee regularly reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to the Company’s current and future business and strategy, and to introduce fresh perspectives and broaden the views and experience represented on the Board.

Qualifications, Attributes, Skills and Experience on the Board

The Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate professional and industry knowledge, skills, experience, integrity, reputation, financial expertise and leadership abilities that are necessary to oversee the Company’s business and are appropriate for the Company’s governance. To that end, the Governance Committee identifies and evaluates nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Governance Committee views as critical to effective functioning of the Board.

The directors have a wide range of skills, including expertise in finance, accounting, transformation and technology. The Governance Committee and the Board identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current and future business needs. The following table summarizes certain characteristics of the Company and the associated qualifications, attributes, skills and experience that the Board believes should be represented on the Board.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 13

Governance

TCBI 2026|Notice of Annual Meeting and Proxy Statement 14

Governance

Board Qualifications, Experience and Demographics

The following chart reflects various qualifications, experience and demographics of the ten director nominees. Each director nominee also contributes other important skills, expertise, experience, viewpoints, and personal attributes to the Board that are not reflected in the chart below.

A mark in the chart above indicates a specific area of focus or expertise that the director brings to the Board. The matrix above does not encompass all of the knowledge, skills and experience of the directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area.

Composition of Director Nominee Slate

TCBI 2026|Notice of Annual Meeting and Proxy Statement 15

Governance

Director Nominees

Information About Board Nominees

The Board has nominated the individuals listed below to be elected directors of the Company at the Annual Meeting. See“Proposal One– Election of Directors”on page 12. Each of the Company’s current directors also serves as a director of the Company’s wholly-owned bank subsidiary, Texas Capital Bank. In connection with his or her election to the Company’s Board, these nominees will also be elected to the board of the Bank.

The following sets forth self-reported biographical information the Company has obtained from the director nominees, including each director’s age on the date of this Proxy Statement, principal occupation, employment and business experience during the last five years, current director positions with other public companies, the year in which the nominee became a director of the Company, and other information. The following also sets forth the director’s particular qualifications, experience, skills or expertise that, when considered in the aggregate, led the Governance Committee to recommend that person as a nominee to serve as a director of the Company.

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Governance

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Governance

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Governance

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Governance

TCBI 2026|Notice of Annual Meeting and Proxy Statement 20

Governance

The Board unanimously recommends that stockholders vote “FOR” the ten director nominees.

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Governance

Retiring Directors

Three of the Company’s directors will be retiring at the Annual Meeting in accordance with the Company’s director retirement guideline. The Board thanks them for their service.

Mr. Hyle has been a director of the Company since 2013, and served as Chair of the Company’s Risk Committee from 2015 to 2024.

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Governance

Ms. Ragusa has been a director of the Company since 2010, and served as Chair of the Company’s Governance and Nominating Committee from 2015 to 2026.

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Governance

Mr. Stallings has been a director of the Company since 2001, and served as Chairman of the Company from 2023 to 2025, and Lead Independent Director from 2025 to 2026.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 24

Governance

BOARD AND COMMITTEE MATTERS

Board of Directors

The Board oversees the business affairs of the Company. The Board meets on a regularly scheduled basis to review significant developments affecting the Company and to act on matters requiring approval by the Board. Special meetings of the Board are held as required from time to time when important matters arise that require action between scheduled meetings. The Board held seven meetings during 2025. Each of the Company’s directors participated in at least 75% of the meetings of the Board and its committees on which the director served during 2025.

Board Leadership Structure

The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individual serving as Chief Executive Officer, and the needs and opportunities of the Company and the Board as they change over time. The Board evaluates the Board leadership structure annually for possible change.

In January 2025, the Board appointed Rob C. Holmes, the Company’s CEO and President, to the additional role of Chairman, effective after the 2025 Annual Meeting. The Board’s actions reflected its deep confidence in Mr. Holmes’ transformational leadership and strategic vision for the Company. The Board considered several factors in reaching this decision, including the following:

▪Combining the roles of Chairman and Chief Executive Officer promotes decisive, unified leadership as the Company executes on its strategic priorities;

▪Mr. Holmes led the development of the Company’s strategic plan announced in 2021;

▪Mr. Holmes has deep banking industry experience and is highly respected by the Company’s various stakeholders; and

▪The Board has maintained a robust role for the Lead Independent Director with explicit responsibilities that are delineated in the Company’s Corporate Governance Guidelines.

Also in January 2025, the Board appointed Robert W. Stallings, the then current Chairman, to serve as Lead Independent Director, effective after the 2025 Annual Meeting.

In January 2026, the Board determined that Mr. Holmes will continue as Chairman, and that David S. Huntley would succeed Mr. Stallings as Lead Independent Director after the 2026 Annual Meeting.

The duties and responsibilities of the Company’s Lead Independent Director are documented in the Company’s Corporate Governance Guidelines. The Company’s Lead Independent Director, who is elected by the independent directors for a one-year term:

▪Provides leadership to ensure the Board works in an independent, cohesive fashion;

▪Works with the Chairman of the Board, the Corporate Secretary and the rest of the Board, as appropriate, to set the agenda for Board meetings;

▪Has the authority to call meetings of the independent and non-management directors, as needed;

▪Ensures Board leadership in times of crisis;

▪Develops the agenda for and chairing executive sessions of the independent directors and executive sessions of the non-management directors;

▪Acts as a liaison between the independent directors and the Chairman of the Board on matters raised in such sessions;

▪Chairs Board meetings when the Chairman of the Board is not in attendance;

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Governance

▪Attends meetings of the committees of the Board, as necessary or at his / her discretion, and communicates regularly with the Chairs of the principal standing committees of the Board;

▪Works with the Chairman of the Board to ensure the conduct of Board meetings provides adequate time for serious discussions of appropriate issues and that appropriate information is made available to Board members on a timely basis;

▪Performs such other duties as may be requested from time-to-time by the Board, the independent directors or the Chairman of the Board; and

▪Is available, upon request, for consultation and direct communications with major stockholders.

A significant portion of the Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, Risk Committee, Governance and Nominating Committee (Governance Committee), Compensation and Human Capital Committee (Compensation Committee), and Technology Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the business and affairs of the Company. See “Risk Oversight” below for more information. Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.

All committee chairs are appointed at least annually by the Board. Committee chairs are responsible for:

▪Calling meetings of their committees

▪Approving agendas for their committee meetings

▪Presiding at meetings of their committees

▪Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO

▪Working directly with the senior management responsible for committee mandates

Board members have direct access to management and regularly receive information from and engage with management during and outside of formal Board meetings. In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.

Board Evaluation

The Board and the Board committees regularly evaluate their own effectiveness throughout the year. The evaluation is a multifaceted process that includes an annual formal self-evaluation process developed and administered under the direction of the Governance Committee, periodic one-on-one discussions between each director and the Board Chairman, individual director input on agenda topics for Board and committee meetings and strategic planning sessions, executive sessions held in Board and committee meetings without management present, and periodic input to the CEO and senior management on enhancements to Board and committee effectiveness.

Process

Determine focus areas, scope, and format. The formal self-evaluation has historically been in the form of written questionnaires administered by Board members or management. Each year, the Governance Committee discusses and considers the appropriate approach, including areas of focus, scope and format, and approves the selected evaluation process. Beginning in 2023, the Governance Committee determined to use a new format under which each director would meet with the Governance Committee Chair and the Board Chair or Lead Independent Director in combination with written questionnaires.

Conduct evaluation. Members of the Board and each Board committee participate in the formal evaluation process, responding to questions designed to elicit information to be used in improving Board and committee effectiveness.

Review feedback in executive sessions. Director feedback solicited from the formal self-evaluation process is discussed during Board and committee executive sessions and, where appropriate, addressed with management.

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Governance

Respond to director input. In response to feedback from the multifaceted evaluation process, the Board and committees work with management to take concrete steps to improve policies, processes and procedures to further Board and committee effectiveness.

One-on-one discussions with Board Chairman and Committee Chairs. In addition to the formal annual Board and committee evaluation process, the independent Board Chairman and all Committee Chairs speak with each independent Board member regularly, at least quarterly, and receive input regarding Board and committee practices and management oversight. Throughout the year, directors also have the opportunity to provide input directly to committee chairs or to management.

The Board and the Board committees are continuously evaluated for their own effectiveness throughout the year.

Formal self-evaluation

The Board believes that there are five areas where the Board should focus: Board and committee composition; Board culture; Board and committee focus; Board process; and information and resources.

Composition. Through the self-evaluation process, the Board assesses its overall director recruitment and succession planning processes and committee composition.

Board culture. The Board considers its role in setting the standard for the Company’s culture and values by forging a collegial and collaborative dynamic that values independent judgment and emphasizes accountability. As part of this review, directors evaluate how they interact among themselves and with management, including the importance of challenging and holding management accountable. This past year, the self-evaluation included a focus on enhancing Board skills, succession, engagement and refreshment as the Company continues to grow and mature its platform, product and service offerings and execute on its strategy.

Focus. The Board and the Board committees consider their effectiveness in performing key oversight responsibilities in a number of areas, including: strategy; risk; and management talent and succession planning. They continuously evaluate the sufficiency of information received and the time spent in these areas. They regularly reassess their oversight focus by engaging in dialogue with management, soliciting feedback from stockholders and other stakeholders, and receiving third-party perspectives on the competitive environment, opportunities for growth, macroeconomic trends, and geopolitics.

Process. As part of the formal self-evaluation process, directors review overall Board and committee structure, the allocation of meeting time, cadence of meetings, efficiency and other meeting processes. In addition, outside of the formal self-evaluation process, each of the directors also meets with management and with the Board Chair and Lead Independent Director through a combination of executive sessions, smaller group sessions, and one-on-one meetings. Directors are focused on Board and committee meeting structure so as to allow ample time for discussion, debate, and in-depth review of key topics and trends, and to facilitate focus on strategic topics. Committee chairs separately provide their input with respect to their committee.

Information and resources. Through the self-evaluation process, the Board and committees evaluate the quality of meeting materials and presentations and the overall amount and type of information, education, and training opportunities they receive both from management and outside advisors and experts. The directors continue to highlight the need for clear, comprehensive, and concise information to effectively support their oversight responsibilities, including understandable and targeted materials that identify key issues.

The Governance Committee considered industry trends, practices of peers, feedback from stockholders, and regulatory developments in creating the formal 2025 self-evaluation. The formal 2025 self-evaluation solicited directors’ views on topics in each of the five key areas of board effectiveness, including topics covering the Company’s current operating environment, input from stockholders learned during engagement discussions, and areas of opportunity. As part of its ongoing review of Board and committee composition, the Governance Committee also continued to seek input on the Board’s director succession planning process, including Board and committee leadership succession planning. Results are shared with management, as appropriate, to assist the Board and committees in making enhancements to address opportunities identified.

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Governance

Enhancements made in response to formal Board self-evaluations

In response to feedback solicited from the Board and committees, the Company continues to:

▪Adapt meeting structure and cadence to enhance the Board’s ability to perform its oversight responsibilities and to promote Board engagement, including through a mix of in-person and virtual meetings, and by providing ample time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

▪Prepare meeting materials that are tailored and allow for an understanding of key issues, while maintaining completeness, and providing timely updates, as needed

▪Enhance presentations for Board and committee meetings so that they complement and add insight beyond written meeting materials, while leaving ample time for question and answer sessions and other discussion

▪Provide more opportunities for the Board to interact with employees throughout the organization, both formally and informally, and for one-on-one and smaller group discussions between directors and management on critical issues, including mid-quarter meetings

▪Support directors’ discussion and decision-making on Board leadership succession planning and committee membership, including a focus on future needs

▪Enhance discussion about areas of emerging risk at Board, Risk Committee and Technology Committee meetings, including in-depth reviews of key topics including cybersecurity risk, operational resilience, and risks arising from the economic environment

▪Provide additional information on topics identified by directors as desired areas of increased focus for the development of Board strategic planning sessions, including information related to technology and operations, the regulatory landscape and the economic outlook

▪Present deep dives on human capital management-related topics at the Board and committee level

▪Enhance information provided to support the Board’s management talent and succession planning responsibilities, including information on how specific performance goals factor into executive management’s performance evaluations

▪Provide educational opportunities during regularly scheduled meetings, with an emphasis on topics requested by directors and current events and trends

▪Provide third-party perspectives on the Company, peers, the industry, and the economy, and on stockholder and stakeholder feedback in Board and committee materials and presentations and through additional resources

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Governance

Board and Corporate Governance: Strong Governance Practices

The Board is committed to providing sound governance for the Company. The Board adopted Corporate Governance Guidelines (Guidelines) and charters for each standing committee of the Board to provide a flexible framework of policies relating to the governance of the Company. These documents are available in the “Governance Documents” section of the Company’s website at https://investors.texascapitalbank.com/governance-responsibility/governance-documents/default.aspx.

The Company’s sound governance practices include:

▪Annual election of all directors

▪Plurality voting for directors in uncontested elections with a required offer of resignation by any director who receives more “withhold” votes than “for” votes in the election

▪Independent Board Chairman or Lead Independent Director

▪All directors are independent, other than CEO; 100% principle standing committee member independence

▪Director retirement policy

▪Director capacity, commitment and over boarding policy

▪Directors may be removed with or without cause

▪Action by written consent / stockholder right to call special meeting permitted

▪Executive sessions of independent directors at each regular Board meeting

▪Annual Board and Committee evaluations

▪Strong investor outreach program, including participation by the Chairman and other Directors

▪Accountability to maintain stock ownership per director and executive guidelines

▪Insider Trading Policy and prohibition on hedging and pledging

▪Equity Grant Policy

▪Comprehensive compensation recoupment (clawback) policy

▪Ongoing director education

▪Ongoing consideration of Board composition, skills and refreshment

▪Strong director attendance: each director then in office attended the 2025 annual meeting and 75% or more of total meetings of the Board and committees on which he or she served during 2025

▪Board oversight of corporate responsibility matters

▪Board and Compensation Committee oversight of human capital management matters

▪Direct Board access to management and access to independent advisors

▪No poison pill

Among the policies addressed in the Guidelines are the following:

▪Retirement policy. A director who reaches the age of 75 at or before the time of his or her election will not be eligible for re-election to the Board, subject to waiver of this requirement on an annual basis by unanimous vote of the remaining members of the Board. Three directors are retiring as of the 2026 Annual Meeting under this policy— Ms. Ragusa and Messrs. Hyle and Stallings.1

▪Board leadership structure. Provides the Board with flexibility to determine the appropriate leadership structure for the Company and requires a Lead Independent Director with robust responsibilities in the event the Chairman is not independent.

▪Limits on other board service. No director may serve on more than four public company boards (including the Company’s Board), but the Chairman may only serve on a maximum of two other public

1 Mr. Stallings was eligible for retirement under this policy last year, but the Board waived the retirement policy for him for one year to assist in the transition of the CEO to Chairman.

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company boards. The Company’s CEO and other executive officers may serve on only one other public company board.

▪Review of significant responsibility changes. Any director who retires from his or her principal employment, or whose principal occupation or business association changes substantially, must tender a letter of resignation to the Board. The Board will determine whether to accept the resignation based on the recommendation of the Governance Committee after its review of the circumstances.

▪Annual meeting attendance. The Board expects all of its members to attend the Company’s annual meetings of stockholders. All of the incumbent directors, and all nominees for election as director, were in attendance at the 2025 Annual Meeting.

▪Director compensation. Director compensation includes an equity component representing approximately half of each director’s annual compensation to align director interests with the long-term interests of stockholders. See “Director Compensation” below.

▪Director stock ownership. The Board established stock ownership guidelines for directors to further align their interests with the long-term interests of stockholders. Directors are expected to own common stock having a value of at least five times the cash portion of the annual retainer paid to independent directors, and may not dispose of any shares of the Company’s common stock unless they own, and will continue to own, common stock with a value at or above that level.

▪Executive pay governance and stock ownership. As discussed in more detail below at “Executive Compensation – Compensation Discussion and Analysis”, the Guidelines include policies addressing:

▪Executive stock ownership

▪No excise tax gross-ups with respect to executive compensation received upon a change in control

▪No “single trigger” payment or acceleration of benefits upon a change in control

▪Recoupment or “Clawback” of incentive compensation upon a restatement of the Company’s financial statements

▪Other policies. As discussed in more detail below at “Executive Compensation – Compensation Discussion and Analysis – Compensation Best Practices and Policies”, the Board and the Compensation Committee have adopted other governance and compensation policies, including:

▪Insider Trading Policy

▪Anti-Hedging / Anti-Pledging Policy

▪Equity Grant Policy

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Risk Oversight

The Board is responsible for oversight of management and the business affairs of the Company, including the management of risk. The Board oversees an enterprise-wide approach to risk management, intended to support the achievement of strategic objectives to optimize the organizational performance and enhance stockholder value while operating within the Company’s risk appetite statement. Although the Board has the ultimate oversight responsibility for the risk management process, the Board has generally delegated the responsibility of risk oversight activities to the Board’s Risk Committee. Other Board-level committees are delegated oversight of specific aspects of risk management. Although the Risk Committee has oversight of substantially all of the enterprise risk categories and most aspects of the compliance management program (with the Technology Committee having primary oversight of information technology and cybersecurity risk), the Audit Committee has primary reporting and oversight of certain programs and operating activities that have key risk management roles or attributes, including financial reporting, internal audit, and external audit. The following graph shows the Board’s allocation of key risk topics to the various Board committees.

To embed risk management into the front-line processes while maintaining a strong system of oversight, the enterprise risk management (“ERM”) Framework establishes a “Three Lines of Defense” model for risk governance. The Three Lines of Defense clarifies the roles and responsibilities of the Lines of Business

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(“LOBs”) (first line of defense), Independent Risk Management (second line of defense), and Internal Audit (third line of defense) relative to the management of risk, as well as provides a framework that supports the integrity of information escalated to the risk governance committees and to the Board. The three lines are balanced in importance and stature and must all operate effectively across the organization to enable strong risk management.

To provide clarity on the role of certain parties relative to the three lines of defense, all departments / functions have been mapped to each line of defense. There are instances and functions that transcend the three lines of defense that have responsibilities inclusive of those in the first and second lines of defense but other than risk-taking activities. Furthermore, a formal organizational structure is in place which outlines the chain of command/line of authority within each business area.

Management established an internal Executive Risk Committee (“ERC”), reporting to the Board's Risk Committee, chaired by the Company’s Chief Risk Officer (Mr. Oman), and comprised of executives responsible for all major categories of risk to provide management oversight and guidance related to the Company’s enterprise risk management, including the CEO and CFO. The ERC updates the Company’s risk appetite statement and enterprise risk management policy on an annual basis and establishes various risk tolerances focused on quantitative and qualitative key risk indicators, which are ultimately approved by the Board.

In addition, the Bank conducts a Capital Stress Test exercise to assess the capital adequacy in a stressed economic environment while ensuring alignment with the Board’s Risk Appetite. The Capital Stress Test Framework is part of the overall capital planning and management process. Management’s Capital Management Committee (“CMC”) is responsible for the governance, oversight, decision-making and approval for the annual capital stress test exercise. The CMC is designed to escalate matters, as necessary, to the Asset/Liability Committee (“ALCO”) and then to the Executive Risk Committee. Controls are incorporated into the process, establishing principles and policies to ensure that the capital stress test exercise is governed and consistent with various stakeholder expectations. The capital adequacy assessment underpins which capital actions can be carried out after the review of the capital stress test results and the appropriate approvals.

Board’s Role in Talent Development and Succession Planning

The Board believes that human capital management and talent development are vital to the Company’s continued success. They are integral elements of the Company’s strategic framework, and the Company strives to create a workplace with meaningful opportunities that will attract and retain the best and brightest in a historically competitive talent landscape.

The Board’s involvement in leadership development and succession planning is systematic and ongoing, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for succession planning for the CEO and oversight of other executive officer positions. The Governance and Nominating Committee oversees the development of the process and protocols regarding succession plans for the CEO, and annually reviews these protocols. The Compensation Committee focuses on talent management, employee engagement, executive succession planning and culture. To assist the Board, the CEO annually provides the Board with an assessment of senior managers and their potential to succeed to the position of CEO, developed in consultation with the Chairman or Lead Independent Director and the Chair of the Governance and Nominating Committee. The Board meets regularly with high-potential executives, both in small group and one-on-one settings.

With respect to the broader organization, the Board is actively engaged in the oversight of the corporate culture and is continuously focused on supporting management developing a culture that is aligned with the Company’s long-term strategy. This includes reinforcing a set of behaviors throughout the Company that management believes are critical to empower performance, including voicing opinions fearlessly, raising the bar on talent and acting with integrity. In addition, the Board and its applicable committees regularly engage with employees at all levels of the organization to provide oversight on a broad range of other human capital management topics, which includes, among others, benefits, health and safety, and employee development. Employee feedback is considered in designing and evaluating employee programs and benefits and in monitoring current practices for potential areas of improvement. See “Governance – Corporate Responsibility” below.

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Committees of the Board of Directors

The Board has five standing committees for the Company:

▪Audit Committee

▪Risk Committee

▪Governance and Nominating Committee

▪Compensation and Human Capital Committee

▪Technology Committee

The following table sets forth the current composition of the Board’s standing committees as of the date of this Proxy Statement and the number of meetings held by each committee during 2025.

Mr. Huntley has been appointed to serve as Lead Independent Director following the 2026 Annual Meeting. Mr. Rosenberg has been appointed to serve as the Chair of the Governance and Nominating Committee, and Mr. Baliff has been appointed to serve as the Chair of the Compensation and Human Capital Committee, effective April 1, 2026.

A general description of the functions performed by each committee is set forth below. For more information about the risk oversight delegated to each committee, see “Risk Oversight” above beginning on page 31.

▪Audit Committee. The Audit Committee oversees the Company’s and the Bank’s processes related to financial and regulatory reporting, internal controls, and regulatory and legal compliance. The Audit Committee also oversees the Company’s internal controls over financial reporting, management’s preparation of the financial statements of the Company, the Company’s methodology for establishing the allowance for credit losses and the sufficiency of quarterly provisions for credit losses, and reviews and

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assesses the independence and qualifications of the Company’s independent registered public accounting firm. The Audit Committee appoints the firm selected to be the Company’s independent registered public accounting firm and monitors the performance of such firm, reviews and approves the scope of the annual audit and quarterly reviews and reviews with the independent registered public accounting firm the Company’s annual audit and annual consolidated financial statements. The Audit Committee also oversees the Company’s internal audit staff, which includes reviewing with management the status of internal accounting controls, and evaluates areas having a potential financial or regulatory impact on the Company that may be brought to the Audit Committee’s attention by management, the independent registered public accounting firm, the Board or by employees or other sources, including the Company’s confidential “hotline” maintained to allow employees to make confidential reports of matters requiring attention.

The Board determined that all of the Audit Committee’s members are able to read and understand fundamental financial statements and are independent of management as contemplated by the current listing standards of The NASDAQ Stock Market and SEC rules. The Board also determined that four members of the Audit Committee, Messrs. Baliff, Hyle, Long and Tremblay, as well as directors Mr. Holmes, Mr. Midkiff and Ms. Whitley, qualify as “audit committee financial experts,” as defined by SEC rules, and also satisfy The NASDAQ Stock Market’s financial sophistication requirements. The Board adopted a written charter for the Audit Committee.

▪Risk Committee. The Risk Committee oversees the establishment and execution of the Company’s risk management framework and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness and policies and processes related to risk identification, assessment, monitoring and management, including setting and monitoring the risk appetite of the Company and the Bank. See “Risk Oversight” above. The Board determined that all of the members of the Risk Committee, including the Chairman, are “independent” directors. The Board adopted a written charter for the Risk Committee.

▪Governance and Nominating Committee. The Governance and Nominating Committee (Governance Committee) oversees the corporate governance policies for the Company and identifies, screens, recruits and recommends director candidates to the Board. The Governance Committee makes recommendations concerning the composition of the Board and its committees, considers any corporate governance issues that arise and develops appropriate recommendations, develops specific criteria for director independence, and assesses the effectiveness of the Board. The Board adopted a written charter for the Governance Committee.

The Governance Committee regularly reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to the Company’s current and future business and strategy, and to introduce fresh perspectives and broaden the views and experience represented on the Board. The Governance Committee considers industry knowledge and other business expertise, personal traits such as character, integrity and wisdom, and the candidate’s understanding of business operations, marketing, finance or other aspects relevant to the success of a large publicly-traded corporation, with a bank subsidiary, in today’s business environment, among other factors, when evaluating candidates for the Board. These considerations ensure the Board is comprised of individuals who are able to contribute a variety of viewpoints, which the Governance Committee believes is an important component in ensuring that the Board exercises good judgment and diligence.

The Governance Committee evaluates and recommends individual director candidates in the context of the needs and then-current make-up of the Board as a whole. The objective is to recommend individuals who will, acting as a group, contribute to the success of the Company’s business and advancement of stockholder interests through the exercise of sound judgment.

The Governance Committee regularly assesses whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Governance Committee from current directors, stockholders, professional search firms, officers or other persons. The Governance Committee considers individuals recommended by stockholders in the same manner and to the same extent as it considers director nominees identified by other means.

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See Additional Information” below. All candidates are reviewed in the same manner regardless of the source of the recommendation.

▪Compensation and Human Capital Committee. The Compensation and Human Capital Committee (Compensation Committee) is charged with establishing and monitoring the compensation and other benefits of the Company’s named executive officers and senior management. The Compensation Committee also oversees the Company’s annual- and long-term incentive programs for the named executive officers and employees. The Board adopted a written charter for the Compensation Committee.

The Board determined that all of the Compensation Committee’s members are independent of management as contemplated by the current listing standards of The NASDAQ Stock Market, and are also independent under SEC rules, including SEC Rule 16b-3. For more information regarding the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, see “Compensation Discussion and Analysis” later in this Proxy Statement.

▪Technology Committee. The Technology Committee assists the Board in fulfilling its oversight responsibilities and promoting effective information technology governance related to the Company’s information technology strategy, operations and risk management, including oversight of information technology and cybersecurity risk, and significant information technology investments in areas such as, cybersecurity, strategy, risk management and emerging technology developments. See “Risk Oversight” above. The Board has determined that all of the members of the Technology Committee, including the Chair, are “independent” directors. The Board adopted a written charter for the Technology Committee.

▪M&A Committee. The Board established in November 2025 a non-standing Mergers & Acquisitions Committee of the Board (M&A Committee). The Board believes it is in the Company’s best interest to have a separate committee dedicated to the review of potential strategic merger and acquisition opportunities. The current members of the M&A Committee are Mr. Huntley, Mr. Hyle, Mr. Long, Mr. Midkiff, Mr. Stallings, Ms. Whitley and Mr. Holmes.

▪Trust Committee of the Bank. In addition to the Board’s standing Committees, the Board established in January 2025 a Trust Committee of the Bank (Trust Committee) comprised of three independent members of the Board. The Trust Committee oversees the governance, risk management, compliance and the general business activities of the fiduciary and administrative functions of the Trust and Estate Department of the Bank. The current members of the Trust Committee are Mr. Rosenberg (Chair), Mr. Long and Ms. Whitley. The Trust Committee met three times in 2025. Members of the Trust Committee receive compensation at the same rate as the chairs and members of the Board’s standing committees.

Additional Governance Matters

Communications with the Board

Stockholders may communicate with the Board, including the non-management directors, by sending an e-mail to bod@texascapitalbank.com or by sending a letter to the Board, c/o Corporate Secretary, Texas Capital Bancshares, Inc., 2000 McKinney Avenue, 7 th Floor, Dallas, Texas 75201. The Corporate Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. If deemed an appropriate communication, the Corporate Secretary will submit stockholder correspondence to the Chairman of the Board, the Lead Independent Director or to any specific director to whom the correspondence is directed.

Code of Business Conduct and Ethics

The Company adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of its directors and employees, including its CEO, CFO, and Chief Accounting Officer. The Code of Conduct is available on the Company’s website at https://investors.texascapitalbank.com/governance-responsibility/governance-documents/default.aspx. Any amendments to, or waivers from, the Code of Conduct applicable to the executive officers will be posted on the Company’s website within four days of such amendment or waiver.

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Corporate Responsibility

Overview

Texas Capital takes a comprehensive approach to corporate responsibility that includes investing in its communities, creating a culture of strong corporate governance, and attracting and retaining the best talent. The Company’s corporate responsibility program is under the primary oversight of the Governance and Nominating Committee, with the Compensation Committee focusing on human capital management (see above). Board and Committee oversight is intended to assure that the corporate responsibility program aligns and supports the Company’s vision and strategy. At the executive management level, the corporate responsibility program is led by the Chief Legal Officer, in collaboration with the Stewardship Council, which consists of the CEO, executive leadership and senior management. The Stewardship Council ensures appropriate alignment and involvement from all executive leaders and cross-functional management, and navigates and proactively manages and evaluates risk in corporate responsibility matters. The Council identifies areas for improvement internally to drive further improvements that are aligned with the Firm’s strategy and mission. Management reviews and discusses strategy, goals, practices and performance with the Board, which also receives management updates on progress, ratings, disclosures and stakeholder engagement.

The Firm is deeply committed to fostering an environment where individuals feel valued, respected and empowered to succeed in a respectful, merit-based, performance-driven environment. The Firm believes that this approach enables it to effectively serve its stockholders, clients, communities and colleagues. The Company continues to assess its strategy by listening and advocating for issues that matter most to its various stakeholders.

Stockholders

Board of Director and Committee Oversight

Stewardship Council

1. Operating Council-Level Leadership Integrating with Strategy2. Subject Matter Experts from Across the Company to Drive Execution3. Frequent Meetings to Maintain Momentum4. Education and Baselining to Move Efficiently5. Organized Sub-Teams to Coordinate Activities

Clear and Effective Communication to BothInternal and External Stakeholders

Areas of 2025 Focus

Texas Capital continues to refine its focus on how its business impacts employees, and other individuals, groups and communities. As further described below, key accomplishments in 2025 included:

▪Continued monitoring of risk issues impacting corporate responsibility and human capital management, including artificial intelligence and digital asset strategies

▪Heightened focus on supporting employees, clients and communities

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▪Expanded efforts to advance respectful workplace initiatives, including

▪market-related activities

▪purposeful community-focused events

▪Continued partnership with Texas Capital Foundation

▪Continued focus on becoming the Employer of Choice in Texas for individuals interested in growing their career in financial services and offering benefits that improve lives:

▪improvements to the human capital management system

▪enhancements in financial, physical, emotional, and professional well-being

▪individualized employee training and development plans

▪enhanced new employee onboarding

▪Expanded education and monitoring of cybersecurity matters

▪Numerous notable industry and local awards

Operational and Environmental Impact

Texas Capital is focused on operating the business in a responsible and financially sustainable manner, as it believes it better serves its communities while also having a positive effect on operating expenses. The Firm also believes that it is important for its clients to reflect the values behind how it does business, which is why it endeavors to steward its capital and resources toward investments that drive value, and responsible and sustainable business practices.

The Firm’s corporate headquarters, Texas Capital Center, is located in a leased building that has been designated as a LEED Gold-certified building, and its newer lease, the North Dallas Campus, is also a LEED certified (Silver level) building. Additionally, the Firm’s branch-light operating philosophy allows it to avoid the impact on the environment of operating a large number of facilities, while still allowing it to serve clients with the level of service its clients have come to expect.

Sustainable Finance

The Firm’s lending agreements require that all borrowers comply with all applicable federal, state and local environmental regulatory requirements. The Firm is proud to support clients who excel in sustainable business practices.

As part of the regular process around engaging with clients and potential clients, the Bank’s “know your customer" program and due diligence assessments help evaluate potential risk factors so that the Firm can remain committed to doing business in the most responsible way possible.

Human Capital Management

The health, safety and well-being of employees and clients is of paramount importance. This includes financial, physical, mental and social well-being.

Health & Safety The Company’s policy is to provide a safe and healthy workplace. In 2025, the Company continued its support of employees, clients and communities in a variety of ways.

▪The Company maintained focus on the health and safety of every employee. With the continued focus on the business continuity plan, every employee can be accounted for in the event of an emergency and routines were developed to communicate roles and responsibilities.

▪Focused on improved safety and enhancements to most of our locations across the State of Texas.

▪The TCB Employee Disaster Relief Fund helps employees who are facing financial hardship immediately after a natural disaster or an unforeseen personal hardship. The Fund relies primarily on individual donations from the Firm’s Operating Council members and other employees and support from the Bank to fund this program.

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Respectful WorkplaceTexas Capital’s biggest asset is its people. Performance continues to be a focus by hiring and retaining the best talent expected to produce results and increase stockholder value. Having a workplace where all employees feel valued, and respected, and have an opportunity to excel, is an integral part of the strategy to build a strong, performance-driven culture where employees can reach their full potential professionally and personally. The Firm’s initiatives around ensuring a respectful workplace are a driver and an enabler for employees to thrive within the Firm’s teams, with clients, and in the Firm’s communities.

Succession Planning

The Company maintains a succession planning program designed for leadership continuity and organizational effectiveness. Annually, Talent Management, HR Business Partners, and Senior Leaders engage in talent planning to identify and develop successors for Operating Council members, executive positions and key business-critical roles. Succession plans identify potential successors with assigned readiness levels and include targeted development actions to prepare them for advancement. The Board of Directors receives regular updates on succession planning outcomes and monitors the progress of development initiatives and readiness level progression year over year. The Company’s CEO succession process, including emergency succession protocols, is managed directly with Board oversight.

Workplace Culture

The Firm is deeply committed to fostering an environment where individuals feel valued, respected, and empowered to succeed as outlined in our Firm values. Our goal is to create a culture where employees are motivated by the opportunity to use their talents and skills toward the Firm’s success, and all individuals feel a sense of belonging as they contribute to the Firm’s mission. These efforts align with Texas Capital’s goal to be the Employer of Choice.

Recruiting Talent. The Firm continues to invest in recruiting strategies to hire the best talent to serve our clients and communities.

Employee Resource Groups (ERGs). Texas Capital has number of, and supports, ERGs. The focus in 2025 for all ERGs was on building the business. This included everything from local community events to development topics to advancing educational awareness, and leading the way in creating opportunities for employee volunteerism. In 2026, the ERG focus will be on building the brand and building the internal and external community to develop our employees. The goal is to build leadership and business skills of the participants as well as to grow their internal/external network.

Attracting The Best Talent: Performance-Driven Opportunities. The Firm believes the foundation of success lies in hiring and retaining the best talent based on qualifications, skills, education, experience, achievements and ability to deliver results. All decisions regarding hiring, promotions, compensation and other opportunities are made with an emphasis on merit and individual contributions. The Firm does not implement quotas, targets, or other metrics that prioritize demographic factors over individual capabilities.

In its efforts to attract the best talent, the Firm continued to refine its talent pipeline through intern and early career programs. Resources were created for hiring managers, and all hiring managers were required to complete online training. The Firm filled over 500 roles in 2025, with approximately 25% of those roles filled by internal candidates.

Developing Our Talent. The Firm is committed to supporting the development of its employees at every level in the organization. Every employee is given the opportunity to grow and develop his or her career through formal training and on-the-job experience. In 2025, employees actively engaged in nearly 57,000 hours of learning to develop both technical and leadership skills. Approximately 20% of the employee population expanded or changed roles as part of their career growth and professional development.

In 2025, part of Texas Capital’s training and development included:

▪Revising and updating critical annual regulatory compliance and mandatory corporate training for all employees, resulting in a 30% reduction in required compliance hours this year.

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▪1700 hours of leadership development training, including specific training for managers.

▪Providing technical, job-specific training for areas such as operations, sales, credit and technology.

▪Refining the analyst program to enhance focus on critical credit and technical training and leadership skills.

▪Information sessions for managers and employees to learn more about new processes being implemented or important topics that increase job effectiveness.

▪Continuing to refine and update its early career program for both interns and college graduates.

This year, the Firm launched a firm-wide AI initiative focused on four areas: AI Talk, AI Learn, AI Engage and AI Grow. This work not only invests heavily in our workforce’s professional and technical development, but also will help shape the nature of our work at Texas Capital. It provides employees with the resources to learn how to best utilize AI in their day-to-day work and encourages community through engagement efforts.

Engaging Our Talent. In 2025, the Firm conducted a streamlined employee engagement survey and conducted a listening tour across the employee population. The survey resulted in over 90% employee participation and that feedback coupled with the feedback gathered through the listening tour provided valuable insights for management. An Employee Value Proposition has been developed using this feedback that defines and highlights the unique and exciting culture and environment working at Texas Capital.

The Firm continued to have quarterly fireside chats with the CEO for senior leaders. This enables the CEO to speak directly with senior leaders, post-earnings, and discuss items that are top of mind, ensuring alignment on priorities and upcoming milestones/events. This forum also gave the team a chance to ask questions, engaging leaders in a meaningful and impactful way. Every employee is encouraged to have a development plan that is discussed with their manager throughout the year. This process, along with success profiles, provides employees the tools and feedback needed to advance their career.

Retaining Our Talent. The Firm’s talent planning process facilitates a discussion with senior leaders about talent. This year, there was increased focus on individual development plans to foster clarity for professional success and leadership growth.

The Firm’s performance management process includes setting goals, mid-year conversations and year-end performance evaluation – all of which are documented in the human capital management system. These targeted conversations allow managers to coach performance, guide career development, and manage performance.

Community ImpactTexas Capital has always been committed to helping build and transform the communities it serves by making strategic financial investments in the community and promoting a strong corporate culture of volunteerism. The Firm’s Community Impact Program exists to help reduce barriers that stand in the way of the historically underserved becoming healthy, resilient and prosperous.The Community Impact Program accomplishes this in three ways: through lending in quality affordable housing and other services and educational facilities; through investing in various funds that infuse capital into growing small businesses; and through service in giving of employee time, talent and resources to help support nonprofit organizations serving the needs of individuals and families in these communities.

Community Impact Lending. Texas Capital Community Development Corporation (TCCDC), a wholly-owned subsidiary of the Company, makes loans and investments to help revitalize and stabilize low- and moderate-income (LMI) communities within our Texas markets. This impact lending creates a ripple effect in communities where there is a historic lack of investment and resources.

In 2025, the Firm financed $359 million in community development lending. These loans helped create 622 multi-family affordable housing units, 313 single-family affordable housing units, 35 permanent jobs, 19 new school buildings, and one new medical facility.

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Impact Lending Highlights:

▪In 2025, the Bank financed a 90-acre, master-planned community in a low-income area in Dallas, Texas. This project will bring much needed low-income housing with 240 multi-family units, 162 single family homes and 150 town homes. The project will also bring jobs to the area with its 50K sf grocery store and 82K sf of retail shops.

▪In 2025, the Bank submitted 8 Affordable Housing Program (AHP) applications to the Federal Home Loan Bank and, through a very competitive process, 4 applications were awarded totaling $7.0 million in AHP funding. These awarded projects will support the construction of 342 units of affordable and permanent supportive housing across Austin, Houston, and San Antonio, Texas expanding access to stable, long‑term housing for individuals and families in need. The Firm also participated in the Partnership Grant Program, which provided an additional $50,000 to two organizations supporting small businesses, and the Housing Assistance for Veterans program, which provided needed home modifications for a disabled veteran.

▪The Firm’s Government, Nonprofit and Institutions (GNI) team specializes in loan products and services to organizations serving the needs of under-resourced communities and provides impactful financing for expansion of charter schools, nonprofit services and municipalities. The GNI team financed the expansion of a premier and rapidly growing charter school network that serves 20,000 students in the Houston, Texas metropolitan area with 92% being disadvantaged which will include five elementary and one secondary school build outs plus three school rebuilds.

Community Impact Investing. TCCDC also makes strategic investments in lending consortia funds that provide equity and subordinated debt to small and growing businesses. These investment funds include Small Business Investment Corporations (SBICs), Community Development Financial Institutions (CDFIs) and real estate funds that invest in preserving affordable multi-family housing. The Bank is also a leader in strategic partnerships with and investments in nonprofit entities that infuse capital into small-to-midsize businesses. In 2025, TCCDC invested $36.5 million in various funds that provided much needed capital to these constituents.

Impact Investing Highlights:

▪Invested $3 million in a Real Estate fund that is focused on affordable and workforce housing solutions across Texas and the Southeast.

▪Invested $5 million in an SBIC to provide senior secured debt, mezzanine debt and equity investments targeting small business franchises with multi-unit business models and creating new jobs in LMI communities.

Community Impact Services. In 2025, the Firm invested more than $3.0 million in philanthropic gifts through Texas Capital Foundation grants and corporate giving to over 140 organizations throughout the Firm’s Texas communities.

In addition to philanthropic giving, the Firm’s employees regularly volunteer their time, talent and resources to serve nonprofits and other organizations that help uplift people in need. In 2025, employees provided over 7,500 volunteer hours through nonprofit board service, repairing homes for elderly residents, restocking food pantries, building playgrounds, teaching kids how to code and teaching financial well-being courses.

Philanthropic & Service Highlights:

▪Texas Capital Foundation awarded Folds of Honor, a $100,000 Star Award grant to advance the foundation’s mission of providing educational scholarships to the spouses and children of America’s fallen or disabled military members and first responders.

▪Texas Capital Foundation also awarded a grant to the Center for Applied Science & Technology (CAST) Network to support its innovative Drone Program. Aligned with CAST’s mission to reinvent schooling and expand opportunities that prepare students for both college and career, the program cultivates creative thinking, problem‑solving and technical fluency through hands‑on experience with advanced drone technology. Participating students earn both recreational and commercial drone licenses and gain real‑world skills.

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Supporting Others Through Philanthropy and Service Highlights. The Firm has an abiding commitment to supporting organizations that help under-served businesses with the technical assistance they need to grow their businesses. In 2025, the Firm funded several such programs across our Texas markets.

▪The Firm was a presenting sponsor and panelist at a summit that focused on providing information on access to capital and banking relationships.

▪The Firm is a leading strategic partner of the Business Beyond the Battlefield Summit, a program geared toward equipping veteran entrepreneurs and small business with the financial and technical tools they need to scale their businesses. The Firm served as a session moderator and provided small business product information to participants.

▪The Firm partnered with a Texas affordable housing organization to provide financial literacy education and along with six months of financial coaching to vulnerable members of the Austin and Central Texas community.

▪Texas Capital also hosted its third annual Nonprofit Forum across all its markets, bringing together local organizations for a day of learning, collaboration and thought leadership, and designed to address the most pressing challenges facing nonprofits. Texas Capital aims to equip nonprofits with the tools they need to better serve their communities.

Political Activities

Corporate responsibility includes participation from time to time in the political and public policy process, specifically in areas that impact the banking industry, as well as clients, stockholders, employees and communities. It is important that the Firm engage with legislators and policymakers, where appropriate, and support initiatives to advocate constructively for the long-term interests of the Company’s business and key constituents. The Company participates in the political process through contributions from its political action committee (PAC). The PAC annually solicits contributions from eligible employees and makes bipartisan contributions in compliance with local, state, and federal election laws. All political contributions are approved by a separate PAC Board comprised of senior executives and employees of the Firm. The Company does not use corporate funds to make direct political contributions to candidates for public office or groups organized to influence political campaigns under Section 527 of the Internal Revenue Code. The Firm is a member of several financial services-related trade associations across Texas and the United States that help further the interests of the Firm’s business and key constituents through effective grassroots advocacy on behalf of the industry. The Governance Committee recognizes the importance of appropriate governance and risk management of the Company’s corporate political activities, and reviews activities for alignment with the Company’s business, strategy, and corporate values, as well as compliance with applicable laws and regulations.

Governance

Corporate Governance

The Company believes strong governance is essential and constructive at all levels, from the Board to executive management and throughout the Firm. For more information about the Firm’s governance practices, see “Board and Corporate Governance: Strong Governance Practices” and “Compensation Best Practices and Policies”. During 2025, directors and management met with stockholders to discuss governance matters and related matters and issues, and to better understand how these fit into their investment analysis and decision making. See “Governance Highlights —Stockholder Engagement and Outreach” above.

Information Security

The Firm continued strategic investments in cybersecurity infrastructure throughout 2025, advancing its Security Operations and its identify and access management capabilities. The Board’s Technology Committee enhanced oversight of cybersecurity risk and significant information technology investments, ensuring alignment with regulatory expectations. The Firm engaged external firms to assess the maturity of the information security program and conduct AI defense assessments, strengthening defenses against emerging threats while protecting employees, clients, and third-party partners.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 41

Governance

In 2025, the Firm significantly enhanced its ability to address the rapidly evolving landscape of cyber threats — an industry-wide risk that continues to grow in complexity. To strengthen its defenses, the Firm maintained investment in innovative training programs for its cyber defenders, deployed a next-generation security automation platform, and rigorously tested its incident response plan through multiple tabletop exercises, ensuring readiness for a wide range of cyber threats. To further safeguard customer and Bank data, the Firm implemented a comprehensive AI governance program and established a dedicated working group. These strategic initiatives enabled the Firm to better protect client assets, defend the Firm against sophisticated cyber threats, and foster greater trust and peace of mind among its employees and clients. The Firm’s commitment to continuous improvement in cybersecurity operations remains central to its mission of safeguarding all stakeholders.

The Firm prioritized the protection of employees and clients by expanding its Cyber Education and Awareness program. This included more robust phishing simulations, engaging educational videos, comprehensive cybersecurity and insider risk training, and presentations from the Federal Bureau of Investigations. These initiatives underscore the Firm’s strong partnerships with law enforcement and the Firm’s commitment to educating clients and customers in every market about emerging cyber threats and the proactive measures the Firm takes to defend against them.

Code of Conduct and Ethics

The Company’s Code of Conduct and Ethics is updated yearly, and all directors, officers, and employees are required to adhere to the principles of honesty and transparency set forth in the Code of Conduct and Ethics and Company policies.

The above summary reflects selected highlights of Texas Capital’s various corporate responsibility efforts and is not an exhaustive list.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 42

Director Compensation

Director Compensation

Director Compensation Process

The Company’s director compensation program is intended to enhance its ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of common stock. The Board reviews director compensation every two years based on recommendations by the Compensation Committee (in consultation with the Governance Committee). The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation and, since 2018, has engaged Pearl Meyer to assist in setting director compensation. The Compensation Committee reviews director compensation taking into account multiple factors, including pay practices at publicly traded companies, continued expansion of director, committee chair and Board lead director responsibilities, and the growing time commitment. The Committees and the Board base their determinations on director compensation on recommendations from Pearl Meyer and on market practices and reviewing trends at other S&P 500 companies and compensation peer companies (outlined below). The Compensation Committee continues to look at the structure of Board compensation to more align with industry and peer groups. Based on recommendations from the independent compensation consultant, the Board approved a new director compensation package effective April 15, 2025.

2025 Director Compensation

The following are the annual retainers and fees paid to the directors for service on the Board and committees during 2025:

Under the Company’s 2022 Long-Term Incentive Plan, approved by stockholders in 2022, with respect to any one calendar year, the aggregate compensation that may be granted to any individual non-employee director, including all meeting fees, cash retainers and retainers granted in the form of equity awards, shall not exceed $500,000; provided, however, that the Board may, in its sole discretion, make exceptions to such limit in extraordinary circumstances if it determines in its sole discretion that such exception is advisable.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 43

Director Compensation

2025 Director Compensation Table*

The following table contains information pertaining to the compensation of the Company’s Board for fiscal year 2025. Amounts below also include fees paid for service on subsidiary board committees.

• Columns for which no amounts are reported have been deleted.

** Mr. Holmes is also a director of the Company and Chairman of the Board but he receives no separate compensation for his service as a director or Chairman. His compensation is included in the “2025 Summary Compensation Table” below.

(A)Amounts represent annual retainer fees and fees for service as lead independent director, chair of a committee or a committee member.

(B)Amounts represent the aggregate grant date fair value of time-based RSUs, determined in accordance with Accounting Standard Codification (ASC) Topic 718. On April 22, 2025, the then currently serving directors received 1,670 RSUs, with a grant date fair value of $65.89 per share, which will vest in full on April 22, 2026. Mr. Hyle elected to defer vesting of 100% of his award of such units until his date of separation from the Board.

(C)As of December 31, 2025, each of the current directors (other than Mr. Holmes) held 1,670 unvested RSUs.

Director Stock Ownership Guidelines

The Board established stock ownership guidelines for directors to further align their interests with the long-term interests of stockholders. Directors are expected to beneficially own shares of common stock having a value of at least five times the cash portion of the annual retainer paid to independent directors. The types of securities that count toward the required ownership guideline include (i) shares of common stock owned outright, whether individually or through beneficial ownership in a trust or entity, and (ii) vested or unvested time-based RSUs. Directors may not dispose of any such shares unless they own, and will continue to own, common stock with a value at or above that level. As of the computation date, December 31, 2025, all of the then current independent directors had attained the minimum stock ownership levels based on holdings, except for Mr. Midkiff, who joined the Board in 2024, and Ms. Clark, who joined the Board in 2025, who were both on track to achieve the goal.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 44

Stock Ownership Information

STOCK OWNERSHIP INFORMATION

Principal Stockholders and Beneficial Owners

The following table sets forth information as of the record date for the Annual Meeting, February 20, 2026 (except to the extent indicated otherwise in the footnotes below), concerning the beneficial ownership of the Company’s common stock by each person the Company knows to beneficially own more than 5% of the issued and outstanding shares of common stock.

• Percentage is calculated on the basis of 44,213,159 shares, the total number of shares of common stock outstanding on February 20, 2026.

(A) Based on the most recently available Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”). According to its Schedule 13G/A, BlackRock reported sole voting power with respect to 5,888,415 shares and sole dispositive power with respect to 5,998,709 shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares the Company’s common stock reported. No one person's interest in the shares of common stock reported is more than five percent of the total outstanding common stock, as of the date the Schedule 13G/A was filed. The Schedule 13G/A contained information as of December 31, 2023 and may not reflect current holdings of the Company’s common stock. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.

(B) Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”). According to its Schedule 13G/A, Vanguard reported shared voting power with respect to 32,094 shares, sole dispositive power with respect to 4,805,652 shares and shared dispositive power with respect to 82,584 shares. According to the Schedule 13G/A filed by Vanguard, one or more other persons were known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Company’s common stock reported. No one other person's interest in the common stock reported was more than five percent of the total outstanding common stock, as of the date the Schedule 13G/A was filed. The Schedule 13G/A contained information as of December 29, 2023 and may not reflect current holdings of the Company’s common stock. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(C) Based on the most recently available Schedule 13G/A filed with the SEC on November 14, 2024 by T. Rowe Price Investment Management, Inc. (“T. Rowe”). According to its Schedule 13G/A, T. Rowe reported sole voting power with respect to 3,264,688 shares, and sole dispositive power with respect to 3,277,403 shares. The Schedule 13G/A contained information as of September 30, 2024 and may not reflect current holdings of the Company’s common stock. The address for T. Rowe is 101 E. Pratt St., Baltimore, MD 21201.

(D) Based on the most recently available Schedule 13G/A filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP (“Dimensional”). According to its Schedule 13G/A, Dimensional reported sole voting power with respect to 3,216,928 shares and sole dispositive power with respect to 3,265,086 shares. Dimensional provides investment advice to four registered investment companies and acts as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as an advisor or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares. However, all shares are owned by the Funds, and Dimensional disclaims beneficial ownership of such shares. The Schedule 13G/A contained information as of December 29, 2023 and may not reflect current holdings of the Company’s common stock. The address for Dimensional is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(E) Based on the most recently available Schedule 13G/A filed with the SEC on January 25, 2024 by State Street Corporation (“State Street”). According to its Schedule 13G/A, State Street reported shared voting power with respect to 330,982 shares and shared dispositive power with respect to 2,844,869 shares. The Schedule 13G/A contained information as of December 31, 2023 and may not reflect current holdings of the Company’s common stock. State Street’s address is State Street Financial Center, 1 Congress St., Suite 1, Boston, MA 02114.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 45

Stock Ownership Information

Ownership of Management

The following table sets forth information as of the record date for the Annual Meeting, February 20, 2026, concerning the beneficial ownership of the Company’s common stock and the Company’s depositary shares representing a 1/40th interest in one share of the Company’s 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, by: (a) each director, director nominee, and named executive officer (“NEO”); and (b) all of the Company’s executive officers and directors as a group. The persons named in the table have sole voting and investment power with respect to all shares they owned, unless otherwise noted. In computing the number of shares beneficially owned by a person and the percentage of ownership held by that person, shares of common stock subject to options, restricted stock units (“RSUs”) or stock appreciation rights (“SARs”) held by that person that are currently exercisable or will become exercisable or vest within 60 days of February 20, 2026 are deemed exercised and outstanding.

• Percentage is calculated on the basis of 44,213,159 shares of common stock, and 12,000,000 depositary shares representing a 1/40th interest in one share of the Company’s 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, each outstanding on the record date, February 20, 2026.

** Less than 1% of the issued and outstanding shares of the class.

(1) Unless otherwise stated, the address for each person in this table is 2000 McKinney Avenue, 7 th Floor, Dallas, Texas 75201.

(2) Includes 4,040 shares held by Ms. Arbour, as well as 1,631 deferred shares.

(3) Includes 10,012 shares held by Mr. Hyle, as well as 4,338 deferred shares.

(4) Includes 2,707 deferred shares held by Mr. Rosenberg, 2,646 shares held by the Rosenberg Family Trust, and 35,357 shares held by EAD Investments, Ltd. Mr. Rosenberg and his spouse are the beneficiaries of the two trusts that have equal ownership of EAD Investments, Ltd.

(5) Includes 289,961 shares held by Mr. Stallings and 90,039 shares held by SCG Ventures LP. Mr. Stallings and his spouse are the owners of Stallings Management LLC that is a general partner of SCG Ventures LP.

(6) Includes 84,587 depositary shares held by Mr. Stallings, 315,913 depositary shares held by SCG Ventures LP and 60,000 depositary shares held by the Stallings Foundation.

(7) Includes 14,995 shares held by Mr. Tremblay, as well as 1,330 deferred shares.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 46

Audit Matters

AUDIT MATTERS

Audit Committee Report

The purpose of the Audit Committee is to oversee the Company’s processes related to financial and regulatory reporting, internal controls, and regulatory and legal compliance. This includes the internal controls over financial and regulatory reporting of the Company, the audits and financial statements of the Company and the performance, independence and qualifications of the independent auditor and internal auditors of the Company. The Audit Committee serves as the primary communication link among the Board, the independent public accounting firm, and the Company’s internal auditors. As noted above, the Audit Committee operates pursuant to a written charter adopted by the Board, and each member has been determined by the Board to be independent under applicable legal requirements.

Company management is responsible for the financial statements and the reporting process, including the system of disclosure controls and procedures and the internal controls over financial reporting. The independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles in the United States and on the effectiveness of the Company’s internal controls over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed with the Company’s management and the Company’s independent registered public accounting firm the audited financial statements of the Company for the year ended December 31, 2025.

The Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed pursuant to the Public Company Accounting Oversight Board Auditing Standard, Communications with Audit Committees, and as required by the SEC. The Audit Committee received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm under applicable requirements of the Public Company Accounting Oversight Board regarding communication with audit committees concerning independence, and discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee also considered whether the provision of non-audit services to the Company by Ernst & Young LLP is compatible with maintaining their independence, and has determined that such independence has been maintained.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 10, 2026.

The Audit Committee evaluates the performance of the independent registered public accounting firm each year and determines whether to re-engage the current firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the registered public accounting firm, along with their capabilities, technical expertise, and knowledge of the Company’s operations and industry. Based on these evaluations, the Audit Committee decided to engage Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.

This report is submitted on behalf of the Audit Committee of the Board of Texas Capital Bancshares, Inc.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 47

Audit Matters

Auditor Fees and Services

The Audit Committee has appointed Ernst & Young LLP to continue as the Company’s independent registered public accounting firm for the 2026 fiscal year. Fees for professional services provided by the Company’s independent registered public accounting firm in each of the last two fiscal years, in each of the following categories, were:

Fees for audit services include fees associated with the audit of the Company’s annual consolidated financial statements and internal controls over financial reporting, the review of periodic reports and other documents filed with the SEC, including the consolidated financial statements included in the Company’s Form 10-Qs, comfort letters, accounting consultations billed as audit services and services that are normally provided in connection with statutory or regulatory filings or engagements. Tax fees included various federal, state and local tax compliance services, as well as tax consultations.

Pre-approval Policies and Procedures

The Audit Committee adopted a policy that requires advance approval of all audit, audit-related and tax services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee delegated to the chairman of the Audit Committee authority to approve permitted services provided that the chairman reports any decisions to the Audit Committee at its next scheduled meeting.

PROPOSAL TWO – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. The Company is seeking stockholder ratification of the appointment of Ernst & Young LLP for fiscal year 2026. Stockholder ratification of the appointment of the Company’s independent registered public accounting firm is not required by the Company’s bylaws, state law or otherwise. However, the Board is submitting the appointment of Ernst & Young LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment of Ernst & Young LLP, the Audit Committee will consider this information when determining whether to retain Ernst & Young LLP for future services. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from the Company’s stockholders. See the discussion at “Auditor Fees and Services” above for information regarding the services provided to the Company by Ernst & Young LLP.

Proposal Two requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present, in person or represented by proxy, and entitled to vote on the proposal at the Annual Meeting.

The Board unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered

public accounting firm for fiscal year 2026.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 48

Executive Officers

INFORMATION ABOUT THE EXECUTIVE OFFICERS

Biographical information, as of the date of this Proxy Statement, for the executive officers of the Company is set forth below:

Rob C. Holmes, Chairman of the Board, CEO and President of the Company and Texas Capital Bank. Mr. Holmes, age 61, has served as CEO and President of the Company and Texas Capital Bank and as a member of the Board since January 2021 (Chairman since 2025). He worked for JPMorgan Chase & Co. and its predecessor firms from 1989 until 2020, where he served as Global Head of Corporate Client Banking and Specialized Industries from 2011 until 2020. During that time, he had end-to-end responsibility for the business, providing global treasury management services, credit, and investment banking solutions to clients in North America, as well as select countries in Europe and Asia. He also shared oversight of the Commercial Banking Credit Markets business, which provided Asset Based Lending and other credit solutions, and of Business Transformation efforts for large, multinational corporations. Mr. Holmes was a member of JPMorgan’s Commercial Banking Operating Committee and served on the Board of Managers of J.P. Morgan Securities LLC. Prior to serving as head of JPMorgan’s Corporate Client Banking and Specialized Industries, he was the co-head of JPMorgan’s North American Retail Industries Investment Banking practice and the head of Investment Banking for the southern region of the U.S. Mr. Holmes serves on the Board of Directors for Dillard’s, Inc. and is also a Strategic Advisor and Member of Listing Standards Board of TXSE, the Texas Stock Exchange. He is also a member ofthe advisory board of The University of Texas at Austin McCombs School of Business, and a member of the Development Board for the University and an inaugural member of the executive committee. In addition, he is active on the board of the Baylor Health Care System Foundation.

Anna M. Alvarado-Pearce, Managing Director, CLO and Corporate Secretary of the Company and Texas Capital Bank. Ms. Alvarado-Pearce, age 47, has served as Executive Vice President, Chief Legal Officer (“CLO”) and Corporate Secretary of the Company and Texas Capital Bank since October 2021, and Managing Director since March 1, 2023. She served as global General Counsel at FirstCash, Inc., a Fort Worth-based consumer financial services and retail company and the leading international operator of pawn stores from January 2015 through October 2021. While there, Ms. Alvarado-Pearce oversaw an international team of more than 50 and led important initiatives including the company’s Latin American expansion and several domestic and international acquisitions. Prior to joining FirstCash, Ms. Alvarado-Pearce served as an attorney at Texas-based law firms Tanner & Associates PC and Hill Gilstrap PC.

John W. Cummings, Managing Director and CAO of the Company and Texas Capital Bank. Mr. Cummings, age 65, has served as the Company’s Chief Administrative Officer (“CAO”) since October 2022, Texas Capital Bank’s CAO since January 2022, and Managing Director since March 1, 2023. Prior to joining the Company, he spent nine years at Citigroup Inc., serving most recently as head of its Wealth Advisory business. He previously served as Chief Operating Officer and Head of U.S. Investment Products for Citigroup Personal Wealth Management. Before Citigroup, Inc., Mr. Cummings was with Merrill Lynch & Co. for 27 years, where he began his career and advanced through assignments within Finance, Corporate Services, Sales and Head of Global Technology & Operations before serving as Chief Operating Officer of the Global Private Client business and Head of the Retirement, Trust Company, Clearing and Digital Investments businesses. Mr. Cummings has served on the Board of Directors of the Depository Trust Company, Level 8 and on the Advisory Board for Columbia University Master of Science in Technology Management program.

J. Matthew Scurlock, Managing Director and CFO of the Company and Texas Capital Bank. Mr. Scurlock, age 44, has served as the Company’s Chief Financial Officer (“CFO”) since January 2022 and Managing Director since March 1, 2023, and served as Executive Vice President, Corporate Treasurer from May 2019 through December 2021, where he was responsible for managing the Corporate Finance, Investor Relations, Corporate Treasury, and Corporate Strategy initiatives. He was Director of Finance from July 2017 through April 2019, and Capital Analytics & Stress Testing Manager from August 2013 to June 2017. Prior to joining the Company, Mr. Scurlock worked for Deloitte & Touche LLP, where he provided strategic consulting to financial services clients. He previously served as a Vice President in the Corporate Finance group for Zions Bancorporation, leading financial modeling and balance sheet management efforts.

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Executive Officers

David W. Oman, Managing Director and CRO of the Company and Texas Capital Bank. Mr. Oman, age 58, assumed the role of Managing Director and Chief Risk Officer (“CRO”) of the Company and Texas Capital Bank on June 10, 2024. He brings to his role more than 30 years of experience specializing in financial and non-financial risk management. Most recently, Mr. Oman served as a Managing Director in the Financial Risk Practice at PricewaterhouseCoopers (“PwC”) beginning in May 2023, where he provided financial and non-financial risk management solutions for clients that included fintech companies, regional banks, international banks and GSIBs. Prior to PwC, Mr. Oman worked at various global banks as a risk management practitioner in both wholesale and retail banking, most recently at BNY Mellon (from June 2018 to October 2022). Mr. Oman started his banking career at one of the predecessor J.P. Morgan banks and has covered credit, market and operational risks during his career.

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Executive Compensation

EXECUTIVE COMPENSATION

See Annex A to this Proxy Statement for information about the use of certain non-U.S. GAAP financial measures in the Executive Compensation section of this Proxy Statement.

TCBI 2026|Notice of Annual Meeting and Proxy Statement 51

Executive Compensation

PROPOSAL THREE – Advisory Approval of the Company’s Executive Compensation

In accordance with the requirements of Rule 14a-21(a) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is providing stockholders with an advisory vote to approve executive compensation on an annual basis, commonly referred to as a “Say on Pay” vote. The Company has held a say on pay vote annually since the Company’s 2011 annual meeting of stockholders.

The Company believes that its executive compensation programs effectively align the interests of its named executive officers, or NEOs, with those of its stockholders by creating a combination of incentive compensation arrangements, in both cash and equity-based programs, which are directly tied to performance and creation of stockholder value, coupled with a competitive level of base compensation. The Company’s objective is that the NEOs should have a substantial portion of total compensation derived from performance-based incentives.

At the Company’s 2025 Annual Meeting of Stockholders, the Company received the affirmative support of 47% of votes cast in favor of its 2024 executive compensation. In response to the stockholder vote, and after engaging with stockholders and stockholder advisory firms during the Company’s Fall 2025 engagement, the Compensation and Human Capital Committee (the “Compensation Committee”) made changes to the disclosure of the Company’s executive compensation programs. See “2025 Say on Pay and Stockholder Outreach” below.

The Board values stockholders’ opinions, and, as in prior years, the Board intends to evaluate the results of the 2026 vote when making future decisions regarding compensation of the NEOs. The Company encourages stockholders to carefully review the “Executive Compensation” section of this Proxy Statement and particularly the “Compensation Discussion and Analysis” for a detailed discussion of the Company’s executive compensation programs.

This annual advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the policies and practices with respect to their compensation described in this Proxy Statement. Your vote on Proposal Three is advisory and, therefore, not binding on the Company, the Board or the Compensation Committee. This advisory vote may not be construed as overruling a decision by the Board, nor create or imply any additional fiduciary duty of the Board.

The Company is asking stockholders to indicate their approval, on an advisory basis, for the 2025 compensation paid to the Company’s NEOs by voting FOR the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to SEC Regulation S-K, Item 402, including the Compensation Discussion and Analysis, the compensation tables and the narrative executive compensation disclosures to the compensation tables included in this Proxy Statement.

Proposal Three requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present, in person or represented by proxy, and entitled to vote on the proposal at the Annual Meeting.

The Board unanimously recommends that stockholders vote “FOR” approval of this resolution.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes the objectives and elements of the Company’s executive compensation program, its alignment with performance decisions regarding the named executive officers and actions of the Compensation and Human Capital Committee (Compensation Committee). In view of the Company’s competitive performance, transformation and historical earnings levels and earnings growth, the Compensation Committee believes that the Company’s executive compensation philosophy and practices have been successful in attracting and retaining talented, dedicated executive officers and providing them with competitive compensation levels that are properly aligned with stockholder interests.

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Executive Compensation

Letter from the Compensation Committee

Dear Fellow Stockholders,

On behalf of the Compensation Committee, thank you for your engagement and support throughout Texas Capital’s transformation into the premier full-service financial services firm headquartered in Texas. The Compensation Committee is pleased to report on Texas Capital’s exceptional execution of its strategic transformation and the alignment of executive compensation with stockholder value creation over the past four years. With support at 47%, the Compensation Committee recognizes that last year’s say-on-pay outcome did not meet expectations, and we take that result and your feedback seriously. Please also consider Insights from the Compensation Committee Chair beginning on page 56.

After the vote, the Compensation Committee Chair and Board members reached out to investors representing 71% of our outstanding shares. In those conversations, stockholders expressed strong support for Texas Capital’s transformation and long-term vision and encouraged the Company to continue enhancing transparency around executive pay, governance and maintaining clear alignment between the design of the Company’s compensation program and the Company’s strategy.

Building on this feedback, the Compensation Committee believes it is important to reiterate the vision that guides both the Company’s strategy and its approach to compensation. Anchoring the discussion of pay into the long-term goals of the Company, the Compensation Committee hopes to provide stockholders with greater clarity on how leadership decisions, performance, and incentives are aligned with long-term value creation, including the progress achieved to date and the opportunities ahead.

Strategic Plan. In 2021, Texas Capital hired Rob Holmes, a seasoned banker, as CEO. His first tasks were to develop a strategic plan for Texas Capital and to build out the executive team. Mr. Holmes delivered a comprehensive strategic plan in September of 2021 that would transform Texas Capital into a full-service financial services firm. Key hires made by Mr. Holmes began in 2021 and continued through 2024 and included the entire Operating Council at the firm. Since 2021, Mr. Holmes has focused the executive team’s efforts on achieving the strategic plan, while keeping management and employees motivated.

Strategic Performance and Stockholder Value Creation. Since beginning the Company’s strategic plan in 2021, Texas Capital broadened its capabilities beyond lending, built out treasury solutions, investment banking and wealth management, deepened client specialization, and invested in a scalable, technology-enabled operating model. These steps reshaped Texas Capital into the premier full-service financial services firm headquartered in Texas, positioned to deliver through all market cycles. Throughout this transformation, Texas Capital structurally elevated its earnings power while maintaining exceptionally strong capital and liquidity ratios. Our executives’ compensation was directly tied to the achievement of key performance metrics that drove this value creation. Notably, the Firm’s improvement of return on average assets to 1.30% in the third quarter of 2025 represents the largest organic increase in ROAA among U.S. commercial banks with more than $20 billion in assets since Q3 2021.

Over the past four years, the Company took meaningful actions and made significant investments to advance this vision. Texas Capital completed necessary actions throughout the last four years without compromising its capital strength, while driving an improved return profile. The results are tangible, with stronger returns on assets and equity, improved efficiency, and record fee income, all supported by one of the strongest capital bases in the Company’s peer group.

Contract Extension. As previously disclosed, the Board unanimously voted to extend Rob Holmes’ employment agreement in July 2024. Mr. Holmes did not ask for the amendment, but the Board wanted to be sure that he was committed to Texas Capital at least through 2028. Following the bank failures in 2023, there was great uncertainty in the banking market, many called it a “regional banking crisis,” as banks nationwide struggled to retain necessary liquidity and stronger banks recruiting talent from all available sources. Further, the Board extended the agreement as a vote of confidence in his ability to lead Texas Capital, its management team, and employees into the next phase of the strategic plan. The Compensation Committee believes that stockholders who understood Texas Capital and shared the vision laid out in the strategic plan supported the contract extension.

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Executive Compensation

One-Time Equity Awards. In July 2024, in connection with the contract extension, the Compensation Committee approved a one‑time equity award for Mr. Holmes, the other named executive officers, and other leaders 1-2 levels down and deeper in the Firm, both to address acute retention and leadership-continuity risks in a highly disrupted regional banking environment. This award was in recognition of their critical role in maintaining strong performance, funding stability and capital strength through an unusually challenging period for regional banks while continuing to execute on the strategic plan. The Compensation Committee, on its own volition and as a preemptive measure, believed these equity awards and the amendments to Mr. Holmes’ employment agreement were necessary and warranted. The Compensation Committee wanted leadership and management to know their commitment to Texas Capital’s goals were being recognized and to help ensure their staying power with the Firm amidst the increased competition for talent at the same time other large financial institutions were increasing their presence in the Dallas market. As described more fully below, in 2024 Texas Capital delivered continued progress on its multi‑year transformation, including strong full‑year results, continued growth in fee‑based areas of focus and improved efficiency, while successfully executing a series of strategic actions in Q3 2024 to enhance the Company’s forward earnings profile.

Against this backdrop, the Compensation Committee determined that Texas Capital’s successful navigation of industry stress, the continued execution of its multi‑year transformation strategy and balance sheet repositioning, and the progress on building a differentiated, tech‑enabled Texas franchise warranted targeted retention incentives to ensure that the leadership team that had led this progress remained in place to deliver the next phase of value creation for stockholders. The Compensation Committee believed that a one‑time, time‑vested equity award, sized below typical market change‑in‑control payouts and subject to the Company’s robust stock ownership, holding and recoupment policies, was an appropriate and cost‑effective tool to mitigate real near‑term flight risk while maintaining strong alignment with long‑term stockholder interests. The Compensation Committee does not view such awards as part of the ongoing program. If extraordinary circumstances were ever to warrant special awards again, the Compensation Committee’s present intention is that a portion of any such awards would be expressly conditioned on the achievement of forward‑looking performance goals, rather than solely on continued service, consistent with the Company’s overarching pay‑for‑performance philosophy and the feedback received from stockholders after the 2025 say‑on‑pay vote.

Performance Highlights and Strategy — One-Time Award. Texas Capital’s liquidity story in 2024‑2025 is one of deliberately building and maintaining a very strong funding and liquid‑asset position while executing balance sheet repositioning and transformation actions. The timeline below highlights “through‑cycle” 2024 liquidity and deposit resilience demonstrated and accomplished by management further supporting our decision in granting the one-time awards and the amendment to Mr. Holmes’ agreement:

▪Early / mid‑2024 – Steady core funding and planning for repositioning. By mid‑2024, management was emphasizing static to modestly growing total deposits, conservative use of wholesale borrowings and active interest‑rate and liquidity risk management in earnings presentations. Internal planning for a securities portfolio repositioning including reinvestments to improve forward net interest income was evaluated, with a stated objective of keeping capital and liquidity strong.

▪August 2024 – Balance sheet repositioning. In August 2024, Texas Capital executed a major repositioning, selling roughly $1 billion of lower‑yielding securities and reinvesting proceeds into higher‑yielding securities, producing a near‑term loss but with an expected uplift to annual net interest income. The Company underscored that it would continue to maintain a sizable liquid‑asset buffer (over 20% of average assets) and strong capital ratios despite the repositioning, reinforcing that liquidity was not being sacrificed for earnings.

▪Q4 2024 – Year‑end liquidity. In the 2024 year-end earnings release, Texas Capital reported:

▪A stable, relationship-driven deposit base of approximately $25 billion, a 13% increase year‑over‑year.

▪Strong growth in non‑brokered interest‑bearing deposits (up 22% year‑over‑year) and non‑interest‑bearing deposits, excluding mortgage finance (up 4% year-over-year), while brokered deposits remained at a roughly 10‑year low (around 2% percent of total deposits).

▪Liquid assets of 25% of total assets and a tangible common equity to tangible assets ratio of 9.98%, both at or above top‑tier regional‑bank levels, with the Firm’s capital and liquidity positions being “financially resilient.”

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▪Robust regulatory capital ratios, including a CET1 ratio above 11% for all of 2024 and a total capital ratio of 15.4% at year‑end, in the top quartile of the peer group.

Taken together, these peer leading metrics reflected disciplined risk and balance sheet management by the leadership team. Again, in light of the CEO’s and leadership’s commitment to reinforcing strong capital ratios, liquidity and long-term stability at the expense of short-term earnings, coupled with navigating an extraordinary banking environment following the 2023 regional bank crisis, the Compensation Committee believed the one-time awards were warranted. The Compensation Committee was pleased that none of the leadership team that they were hoping to retain left the Firm during that critical time.

The tangible results of 2025 directly informed our executive compensation decisions. The Compensation Committee ensures the Firm’s performance-based compensation programs properly incentivize management to pursue long-term stockholder value creation while maintaining the highest standards of governance and risk management. Our stockholders benefited from this alignment, with the Firm outperforming the KBW Regional Banking Index by 29.9% over the transformation period.

2025 Engagement. The Compensation Committee is grateful for the perspectives stockholders shared with us following the 2025 Annual Meeting. Stockholder input directly informed the enhancements made to this year’s CD&A, which the Compensation Committee has sought to make clearer and more transparent. The Company’s executive compensation program is designed to reflect stockholder expectations, to be aligned with the Company’s strategic priorities, and to ensure the Company has the leadership in place to drive the next chapter of Texas Capital. In the following pages, the Company provides an overview of the Compensation Committee’s 2025 pay decisions for our named executive officers (NEOs) and the rationale behind them.

Looking Forward Commitment. The Company moved from a period of repositioning to one of sustained momentum and scalability, and the Company’s executive compensation program is appropriately aligned with this multi-year journey. As we continue to execute on our strategic priorities, the Compensation Committee remains committed to maintaining strong pay-for-performance alignment, sound governance practices, and compensation structures that attract and retain the executive talent necessary to deliver sustainable stockholder value.

Sincerely,

The Compensation Committee

David S. Huntley, Chair

Jonathan E. Baliff

Elysia Holt Ragusa

Laura L. Whitley

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Insights from the Compensation Committee Chair

At Texas Capital, stockholder input is an essential part of shaping the executive compensation philosophy. The Company’s investors have asked the Compensation Committee to demonstrate more clearly how pay decisions are tailored to the Company’s unique strategy — transforming from a traditional regional bank into a diversified, Texas-based financial services firm with investment banking, trading, and advisory capabilities. The Company’s model requires leadership that can navigate volatile capital markets, execute a complex transformation, and deliver sustained value creation across cycles. This means the Compensation Committee’s compensation approach must also look different: designed not only to retain and motivate proven investment banking talent, but also to directly link rewards to the progress of the multi-year strategy.

David S. HuntleyCommittee Chair

Below are insights from David S. Huntley, the Chair of the Compensation Committee, addressing representative questions raised during the 2025 stockholder engagement conversations. The enhanced disclosures in this Proxy Statement regarding executive compensation, including the 2024 one-time equity awards, were made in direct response to stockholder feedback in those engagement conversations.

1. What makes Texas Capital different?

Texas Capital is in class of its own. One would be hard pressed to find, in the history of banking, a transformation of a financial institution of the depth and magnitude that Texas Capital has completed since 2020. This transformation was made possible because of the leadership and human capital at Texas Capital, particularly Rob Holmes as CEO.

■Strategic transformation:

■Repositioned balance sheet and reduced dependency on indexed deposits

■Increased focus on non-interest revenue streams

■Expanded products and services:

■Launched full-service investment bank

■Enhanced wealth management services

■Texas Capital Direct Lending and Public Finance capabilities

■Enhanced payment capabilities

■Broader business banking services, including SBA lending

■Updated infrastructure and systems

■Performance outcomes:

■48% increase in full year diluted earnings per share from 2021 to 2025

■34% increase in book value from September 30, 2021 to December 31, 2025

■75bps increase in return on average assets from September 30, 2021 to December 31, 2025

■Market indicator: >50% stock appreciation / total stockholder return over the transformation period

■Leadership impact:

■Improved quality and experience of personnel at all levels

■Focused efforts at transformative initiatives

■CEO supervised development of the 2021 strategic plan and implementation

2. What progress has the Company made since 2020, and how is that reflected in pay outcomes?

In 2020, Texas Capital was a strong Texas-focused commercial bank with a solid client franchise. At the same time, the Company had an opportunity to expand its capabilities, diversify earnings, and strengthen resilience to perform through all market cycles. Under Mr. Holmes’ leadership, the Company built on those strengths and executed a bold transformation, repositioning Texas Capital as a more diversified financial services company with durable long-term growth potential.

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The table below illustrates how the Company has advanced:

The Compensation Committee has been intentional in designing compensation to both support and reflect the Company’s transformation. The Compensation Committee recognizes that repositioning Texas Capital from a regional lender into a diversified financial services company is an ambitious undertaking that requires exceptional leadership. For that reason, annual incentives are structured to reward not just financial performance, but also measurable progress against the strategic milestones of transformation. Long-term equity awards are tied to multi-year metrics, ensuring that realized pay rises only when sustainable stockholder value is created. Although outcomes for more recent award cycles remain in progress, the Compensation Committee’s philosophy remains consistent: the Committee expects realized compensation to tell the story of the Company’s journey— aligned with stockholder outcomes, responsive to performance, and reflective of the enduring value that this transformation is designed to deliver.

3. Why does Texas Capital’s compensation program look different from other regional banks?

The Company’s strategy is not to remain a traditional regional bank but to become Texas’ flagship financial services company— combining commercial banking with capital markets, trading, investment banking, wealth management and treasury services capabilities. This transformation requires executive talent with investment banking and other specialty experience and a compensation structure that competes in that marketplace. Standard regional bank pay models do not fully align with the complexity of the Company’s platform. The compensation program is intentionally designed to attract, retain, and motivate the caliber of leadership necessary to execute the Company’s multi-year transformation while keeping strong alignment with stockholders.

4. How does the Compensation Committee connect executive pay with the Company’s long-term strategy?

The Compensation Committee deliberately weights a substantial portion of total compensation in long-term equity tied to both financial outcomes and relative stockholder return. For example, performance-based equity awards vest over three years based on return on tangible common equity (ROTCE) and relative Total Stockholder Return (TSR) versus the KBW Regional Banking Index. These measures directly align with the Company’s goal of delivering durable, risk-adjusted returns through cycles. Additionally, annual incentives incorporate management strategic objectives that track transformation milestones, such as scaling fee-based revenues, enhancing balance sheet resilience, and expanding investment banking capabilities.

5. Why is CEO pay above traditional regional bank medians, and how should stockholders evaluate it?

The Compensation Committee sets CEO compensation with the explicit goal of ensuring competitiveness for the leadership talent required to execute the Company’s transformation. In determining the appropriate peer group for 2025, the Compensation Committee considered not only size, geography, and business model, but also the scope of services and strategic direction of potential comparators. As a result, the 2025 compensation peer group includes a mix of regional- and super-regional banks as well as investment banking and capital markets firms such as Evercore, Lazard, Piper Sandler, and Stifel. As noted below, the CEO’s

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2025 target compensation approximated the 50th percentile of the peer group; the other NEOs were closer to the 25th percentile.

This approach reflects three criteria the Compensation Committee views as essential in establishing a relevant comparator set:

Mr. Holmes’ target compensation is deliberately set to reflect the scale and complexity of leading a Company that is both a full-service commercial bank and a growing investment banking and trading platform. The Compensation Committee believes this positioning is appropriate relative to the 2025 peer group and necessary to retain leadership talent capable of driving the next phase of the Company’s transformation. At the same time, accountability is built in as the vast majority of compensation is long-term and performance-based, with outcomes tied directly to rigorous financial and strategic goals, including multi-year measures such as TSR and ROTCE.

The following “CEO Pay at a Glance” section highlights how target pay is structured, how it compares to peers, and how realizable outcomes are aligned with performance and stockholder value creation.

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Executive Summary

2025 Named Executive Officers

2025 Say on Pay and Stockholder Outreach

The Compensation Committee placed outreach at the center of this year’s decision-making process. The Company met with, or offered to meet with, stockholders representing 71% of our shares, including sessions where the Board’s Lead Independent Director and Compensation Committee Chair participated directly. Stockholders emphasized the importance of pay-for-performance alignment, greater weight on long-term equity, and more transparency around how incentive goals are set, assessed and disclosed. This feedback is reflected in the enhanced disclosure in this CD&A, including a closer look at Chief Executive Officer (CEO) pay and performance to demonstrate the alignment between leadership decisions, firm results, and long-term stockholder value creation.

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The following table summarizes the principal themes heard from stockholders and the specific actions the Compensation Committee took in response.

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CEO Pay at a Glance

Mr. Holmes has served as CEO since January 2021, guiding the Company through a historical and multi-year transformation under a detailed September 2021 strategic plan that he and the management team developed. Under his leadership, Texas Capital rebuilt its foundation of strong capital and risk discipline, launched Texas Capital Securities to expand into investment banking and trading, expanded other key service offerings, including enhanced cash and treasury services and wealth management, repositioned the balance sheet to improve returns, and delivered consistent growth in fee-based revenues. These achievements have strengthened the Company’s resilience, diversified its earnings, and positioned it for sustainable long-term value creation. It is against this backdrop of progress, and the continuing ambition of the Company’s strategy, that the Compensation Committee evaluates CEO compensation.

The following chart shows the CEO’s 2025 target compensation, by component and pay mix, against the 50th percentile CEO total direct compensation of the new peer group. Based on data provided by the Compensation Committee’s independent compensation consultant, the CEO’s 2025 target total direct compensation of $7,554,000 is approximately equal to the peer group CEO 50 th percentile of $7,700,000. As indicated, Mr. Holmes’ base pay and target short-term incentive compensation opportunity were below the peers, and his target long-term incentive compensation was slightly higher than the peers, consistent with the Compensation Committee’s focus on long-term incentive compensation. Under the amended employment agreement, beginning in 2025, the CEO’s target short-term incentive compensation was reduced from 200% to 180% of base salary.

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Mr. Holmes’ base salary for 2025 was $1,100,000. The Compensation Committee awarded the CEO an annual incentive award (cash bonus) of $2,079,000 for fiscal 2025, representing an aggregate of 105.0% of target. This was based on the Company’s achievement of 138.5% of target on the Company’s annual incentive plan financial metrics and the Compensation Committee’s determination of full achievement on the CEO’s strategic goals, but, as described above, reduced to an aggregate payout of 105.0%. The Compensation Committee had previously awarded the CEO $4,400,000 of long-term incentives in February 2025, in the form of three-year performance based RSUs (50%) and three year (ratable vesting) time-based RSUs (50%). Each of these components was part of the Compensation Committee’s compensation plan design. The one-time 2024 retention award was not part of the ongoing program.

For 2025, the CEO’s total compensation (as calculated under SEC rules for the Summary Compensation Table) was $7,918,150, down 32% from 2024. Additional detail concerning the CEO’s base pay, annual- and long-term incentive opportunity and payout is included under“2025 Executive Compensation Decisions in Detail” and the“2025 Compensation Tables” below.

The following chart shows the cumulative total stockholder return for the Company’s common stock versus the KBW Regional Banking Index, and changes in the Company’s book value, over the transformation period.

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2025 Company Performance

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2025 Compensation Highlights

The Company’s compensation program has three primary elements: base salary, annual incentives, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. Below are key highlights of the executive compensation decisions the Compensation Committee made for fiscal year 2025 related to the NEOs:

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Compensation Best Practices and Policies

The Compensation Committee and management periodically review the compensation and benefit programs for the NEOs and other employees to ensure alignment with Company’s and the Compensation Committee’s philosophy and objectives. Accordingly, the Compensation Committee and the Company adopted a number of practices over the last several years that are responsive to stockholder feedback and align with market-recognized best practices:

What Guides the Company’s Program

Compensation Philosophy and Objectives

The Company provides a compensation package for the NEOs that is primarily driven by the overall economic performance of the Company and progress on the Company’s transformational strategic plan, together with a focus on the performance of each executive, which the Company believes impacts its overall long-term profitability. The objectives of the Company’s executive compensation programs are:

▪to attract and retain highly qualified executive officers by providing total compensation opportunities that are competitive with those provided in the industry and commensurate with the Company’s business strategy and performance objectives;

▪to provide incentive and motivation for the executive officers to enhance stockholder value by linking their compensation to the value of common stock;

▪to provide an appropriate mix of fixed and variable pay components in order to establish a “pay-for-performance” oriented compensation program and require a significant amount of the executive’s compensation to be variable (See “Target Pay Mix”below); and

▪to provide competitive compensation opportunities and financial incentives without imposing excessive risk to the Company, and to ensure that appropriate standards related to asset quality, capital management and expense management are maintained.

Compensation opportunity is based on a rigorous assessment of a combination of Company and individual performance. Accordingly, the compensation paid to the NEOs has fluctuated from year to year. The Compensation Committee targets total compensation paid to the Company’s NEOs to be aligned with the 50 th percentile of the Company’s peer group and market data. Some executive officers may be below the 50 th percentile, while some may be above, depending on the facts and circumstances of each executive, including experience, time in position and performance.

The Compensation Committee believes that direct ownership of substantial amounts of common stock together with stock-settled incentive awards with multi-year service vesting and performance conditions (for PRSUs), and a hold requirement under the stock ownership guideline, combine to strongly align the interests of the Company’s NEOs with the interests of stockholders. The Company’s NEO compensation arrangements place a large amount of each individual’s future compensation “at risk” relative to the performance of the Company’s common stock. The NEOs’ significant investments in common stock, as required by the Company’s executive stock ownership guidelines, also make executives sensitive to declines in stock price.

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Elements of Compensation

The following table sets forth a summary of NEO direct pay elements and key design features for 2025 compensation. The Company’s variable compensation program is comprised of an annual cash incentive bonus and long-term equity, both of which are directly tied to Company and individual performance.

Target Pay Mix

The charts below show the target annual total direct compensation mix of the CEO and the average of the other NEOs for fiscal year 2025. These charts illustrate that a majority of executive compensation is at risk, with 85% for the CEO and an average of 69% for the other NEOs at risk.

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The Decision-Making Process

The Role of the Compensation Committee

The Compensation Committee works closely with executive management and the independent compensation consultant to monitor the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee is responsible for reviewing and approving executive compensation, including evaluating performance against corporate financial and strategic goals, advising on incentive plans, and administrating equity-based compensation plans.

The Compensation Committee works with executive management, primarily the CEO, to assess the compensation approach and compensation levels for the executive officers and key employees other than the CEO. The Compensation Committee makes recommendations to the Board with respect to the overall executive compensation programs, philosophy and objectives of the Company. The Compensation Committee establishes objectives for the Company’s CEO and makes a recommendation to the full Board regarding the CEO’s compensation based, in part, on the evaluation of peer and market data provided by the independent compensation consultant in addition to Board-approved financial plans for the Company.

The Compensation Committee also discusses human capital matters such as succession planning and management development.

The Role of the Board

The independent members of the Board review, modify as needed, and approve the Compensation Committee’s recommendations for the CEO’s total compensation. The Compensation Committee advises the Board of the Compensation Committee’s compensation decisions for the other NEOs.

The Role of Management

The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee providing management input, transparency, and oversight. Determinations of NEO compensation, other than CEO compensation, are made by the Compensation Committee. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation.

The Role of the Compensation Consultant

The Compensation Committee engaged Pearl Meyer as its independent compensation consultant for 2025. Pearl Meyer advised the Compensation Committee on compensation strategy and program design, peer group review and market practices, executive compensation plans and alignment with stockholder interests. All services were provided under the direction of the Compensation Committee, and Pearl Meyer performed no additional work for the Company (other than a review of director pay for the Board as described above). Although management provides input to the consultant, it does not direct or oversee Pearl Meyer’s activities with respect to executive compensation. In accordance with its policy prohibiting its consultant from providing other services to the Company, and after evaluating the factors specified in The NASDAQ Stock Market Listing Standards, the Compensation Committee determined that Pearl Meyer is independent.

The Role of the Compensation Peer Group

In mid-2024, the Compensation Committee, with the assistance of its independent compensation consultant, Pearl Meyer, conducted a comprehensive review of the Company’s compensation peer group. This review reflected the Company’s ongoing transformation into a full-service financial services platform, combining the strength of a leading Texas bank with the broad capabilities of an investment bank. The Compensation Committee determined that continuing to benchmark solely against traditional regional banks no longer reflected the complexity of Texas Capital’s platform or the range of products and services delivered to clients. As a result, the Compensation Committee approved a revised peer group for 2025 that includes both select regional banks and investment banking and financial services firms with comparable models and service offerings. These companies, like Texas Capital, deliver a mix of commercial banking, capital markets, advisory, and wealth solutions, and represent the market in which the Company competes for clients.

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These firms also compete with the Company for the kinds of executive talent that the Company wants to attract and retain. For the purpose of setting target compensation levels for 2025, the Compensation Committee approved the removal of seven regional banks (who were viewed as no longer relevant) and the addition of six investment banking and diversified financial services firms, ensuring the 2025 peer group, listed below, reflects the scope, complexity and sophistication of Texas Capital’s platform and service offerings.

2025 Executive Compensation Decisions In Detail

Base Salary

Base salaries are designed to provide competitive levels of fixed compensation that reflect the NEOs’ experience, duties and scope of responsibilities. The Company pays competitive base salaries to recruit and retain executives of the quality necessary to ensure its success. Base salaries for the NEOs are subject to annual review, but are not always adjusted on an annual basis. The Compensation Committee determines the appropriate level and timing of changes in base compensation for all of the NEOs (other than the CEO), based on the recommendation of the CEO. The Compensation Committee makes a recommendation to the full Board regarding the appropriate level and timing of changes in base compensation for the CEO, which is subject to approval of the Board. In making determinations of salary levels for the NEOs, the Compensation Committee considers the entire compensation package for each NEO, including annual incentive compensation and equity-based compensation provided under the Company’s long-term incentive compensation plan.

The Compensation Committee determines the level of periodic salary increases after reviewing:

▪the qualifications, experience, time in role and performance of each NEO;

▪the compensation paid to persons having similar duties and responsibilities in the Company’s peer group companies; and

▪the nature of the Company’s business, the complexity of its activities and the importance of the executive’s experience to the success of the business.

After considering these factors and discussing proposed salaries for the other NEOs with the CEO, the Compensation Committee determined to hold base salaries flat in 2025, with the exception of Mr. Scurlock, who received an increase in base pay as a result of additional time in role and demonstrated capabilities.

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Annual Incentive Compensation

The Company’s annual incentive compensation plan is designed to motivate and reward the Company’s NEOs to create long-term value by achieving key short-term business objectives aligned with the Company’s 2021 strategic plan. Actual incentive awards depend on the achievement of corporate financial and individual strategic objectives.

Target Opportunity

The Company provides annual cash incentive opportunities to motivate and reward the NEOs for achievement of financial results as well as strategic and business objectives. A target award opportunity is set for each NEO as a percentage of base salary, with the percentage varying depending on their position and other factors. The minimum incentive compensation payout is zero and the maximum is capped at 150% of the target amount. Payouts can be reduced if outcomes are inconsistent with the Board’s risk appetite. The incentive compensation is subject to clawback under the terms of the Company’s recoupment of executive compensation policy (detailed on page 73). The CEO’s target incentive opportunitywas reduced from 200% to 180% beginning in 2025 pursuant to his employment agreement. The CFO’s target incentive opportunity was increased from 85% to 95% beginning in 2025.

The 2025 annual incentive target amounts for the NEOs were as follows:

Performance Framework

Actual incentive amounts that could be earned by the NEOs for 2025 were based on the level of achievement of performance goals relating to the following key metrics: financial metrics (70% weighting) and Management Strategic Objectives (MSOs) for each NEO (30% weighting).

The financial metrics were Return on Average Assets (35% weighting) and Efficiency Ratio (35% weighting). Return on Average Assets is used as a financial performance measure because it reflects profitability of the business, the disciplined use of assets, and progress toward sustainable returns. Efficiency Ratio is used as a financial performance measure because it reflects expense discipline, operating leverage, and scalability. The Compensation Committee also considers the Company’s adjusted earnings per share when determining the final annual incentive plan payout.

The MSOs are tied to the Company’s four enterprise goals — Employer of Choice, Earn the Right, Financial Resilience, and First Call — tailored to each individual NEO. MSO measures can include, but are not limited to, other management goals including completion of specific business objectives, major initiatives, other financial objectives, risk objectives, talent attraction, development and retention, as well as succession planning, etc.

Results

The Compensation Committee met in January 2026 to consider the Company’s performance against annual incentive plan goals for 2025 and to determine the annual incentive bonuses to be paid to the NEOs. For 2025, the following results were achieved and considered in determining NEO incentive compensation:

■2025 Incentive Targets Set at Higher Performance Levels: The 2025 annual incentive plan financial performance measure target hurdles set by the Compensation Committee in early 2025 were more difficult to attain than the 2024 target hurdles and actual performance. The 2025 ROAA target represented an increase of about 23% compared to the previous year’s target and an increase of about

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5% compared to the previous year's actual results. The 2025 performance required a more demanding efficiency ratio.

■Payout Focused on Key Financial Indicators: For the financial performance goals, an aggregate achievement determined at 138.5% of target, which produced a calculated payout for that portion of the incentive plan of 97% of target, as described further below.

■Disciplined Negative Discretion Supports Long-Term Alignment: In order to align the actual annual incentive plan payout with the long-term interests of stockholders, the Compensation Committee, with the approval of the Board, used negative discretion to reduce the combined, aggregate payout on the 2025 annual incentive plan for all of the NEOs down to an aggregate of 105% of target and, instead, supplemented the dollar value of the long-term incentive awards, both time- and performance-based, to be awarded to the NEOs in January 2026. The shift from short- to long-term pay better aligns incentive pay with the success of Texas Capital’s longer-term strategic goals during a critical period, as well as the overall pay-for-performance philosophy.

The following table summarizes the performance measures, goals, achievement and payout for the 2025 annual incentive plan:

Achievement of Management Strategic Objectives created stockholder value in various ways including:

▪Texas flagship financial services firm brings operating leverage at scale and expense efficiency over time

▪New, improved wealth platform migration creates scalability for high net-worth clients and faster account openings

▪1LOD [First Line of Defense within an organization's risk management framework] efficiency reduces cycle times, clarity on credit lifecycles and client experience

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Highlights of each NEO’s key 2025 strategic achievements are as follows:

Payout Determination

Based on the achievement of the financial and individual performance goals described above, the Compensation Committee recognized that the team delivered strong results despite challenging industry conditions. The Compensation Committee also acknowledged significant progress in advancing the Company’s strategic priorities, including record financial performance, enhanced fee-income diversification, disciplined capital allocation management and a strengthened balance sheet. Accordingly, the Compensation Committee awarded the following annual incentive plan (cash bonus) compensation to the NEOs for fiscal year 2025 (with full Board approval for the CEO’s award):

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Long-Term Incentive Compensation

2025 Performance-Based and Other Equity Awards (ongoing performance period)

Long-term incentive awards for the NEOs include equity-based awards designed to directly align the interests of the NEOs with those of stockholders and to motivate the NEOs to increase the value of the Company to stockholders over the long term. Equity awards were made pursuant to the Company’s 2022 Long-Term Incentive Plan, as amended (“2022 LTIP”).

■Equity Grants Emphasize Sustained Long-term Performance: The Company made an annual grant of equity awards to each of the NEOs in February 2025 (“2025 NEO equity awards”). The 2025 NEO equity awards consisted of RSUs, 50% of which were performance-based awards and 50% of which were time-based awards. The performance-based RSUs may be earned in amounts ranging from 0% to 200% of the target award, based on the Company’s level of achievement of performance goals relating to Three-Year Average Return on Average Tangible Common Equity (ROTCE) (60% weighting) and

■Pay Outcomes Aligned with Multi-Year Performance Among Similarly Situated Peers: Total Stockholder Return (TSR) (40% weighting) relative to the KBW Regional Banking Index, each for the three-year performance period ending December 31, 2027. In addition to the 200% of target cap, the performance-based awards contain a feature limiting the payment for the TSR component. If the Company’s TSR over the performance period is negative, then the payout for that portion of the award shall not exceed 100% of the target shares (instead of the potential 200%).

■The time-based RSUs vest ratably over three years, subject to the executive’s continued employment with the Company.

The target values for the 2025 NEO equity awards, as a percentage of their respective base salaries, were approximately as follows: Mr. Holmes, 400%, Mr. Scurlock, 197%, Mr. Cummings, 140%, Mr. Oman, 110%, and Ms. Alvarado-Pearce, 96.5%. The amounts of the grants were based on a variety of factors deemed relevant by the Compensation Committee, including the Company’s performance, the NEO’s experience, time in role, level of responsibility, an assessment of individual performance made by the Compensation Committee, including discussion of the performance of the other NEOs with the CEO, and peer and competitive market data.

The table below shows the 2025 target annual long-term incentive award for each of the NEOs:

2023 Performance-Based Equity Awards (concluded performance period)

The Company made an annual grant of equity awards to Mr. Holmes, Mr. Scurlock, Mr. Cummings and Ms. Alvarado-Pearce in 2023. The 2023 awards were comprised of 50% performance-based RSU awards and 50% time-based RSU awards. The performance-based RSUs could be earned in amounts ranging from 0% to 200% of the target award, based on the Company’s level of achievement of performance goals relating to (i) three-year Average ROTCE (60% weighting) and (ii) total stockholder return (TSR) relative to the specified peer group (40% weighting) for the three-year period ending December 31, 2025. ROTCE is an important metric to determine the operating performance of the Company. See “Pay Versus Performance” and “Outstanding Equity Awards at Fiscal Year-End Table” for additional information.

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Based on the Company’s performance on these metrics, as outlined below, the Compensation Committee approved an overall payout of 80% of target on the 2023 performance-based RSU awards.

Other Compensation Practices, Policies and Guidelines

Executive Stock Ownership Guidelines

The Company has stock ownership guidelines for the CEO and the other NEOs to further align their interests with the long-term interests of stockholders. The CEO is expected to beneficially own common stock having a value of at least six times his or her base compensation (four times for the other NEOs). Such executives may not dispose of any shares of the Company’s common stock unless they own, and will continue to own, common stock at that level. Securities that count toward the guideline include (i) common stock owned outright, whether individually or through beneficial ownership in a trust or entity, (ii) vested or unvested time-based RSUs, and (iii) to the extent vested, restricted stock, stock appreciation rights and performance-based RSUs based upon, or payable in, common stock. As of December 31, 2025, all of the NEOs met, or were on track to meet, the ownership guideline.

Recoupment of Incentive Compensation (Clawback Policy)

The Company has a recoupment of executive compensation (clawback) policy. The current policy applies to cash and equity incentive awards provided to current and former executive officers and other specified executives and provides the Board with broad authority to recover or cancel compensation paid or awarded (whether or not vested or paid-out) for up to four years after payment in the event of a financial restatement, material misconduct, violation of Company policy, or other actions that cause significant financial or reputational harm. The policy covers both time- and performance-based equity and annual cash incentives, and gives the Compensation Committee discretion to determine the form of recovery. The Company’s current policy exceeds the requirements of current SEC Rules and NASDAQ listing standards by (1) authorizing a recoupment in the case of material misconduct, violation of Company policy, or other actions that cause significant financial or reputational harm but are not a financial restatement, (2) applying to a broader group of employees, and (3) applying to time-based equity awards.

During 2025, the Company did not take action to recover or clawback any incentive compensation from the NEOs. The foregoing is a summary of the Incentive Award Recoupment Policy, a copy of which has been filed as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the SEC. In addition, the Company’s CEO and CFO remain subject to reimbursement requirements under the Sarbanes-Oxley Act.

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Insider Trading Policy

The Board hasadopted a Confidentiality & Securities Trading (Insider Trading) Standard (the “Insider Trading Standard”) governing, among other things, purchases, sales, gifts and other transactions in the Company’s securities by directors, officers, and employees of Texas Capital and other covered persons. The Board believes that the Insider Trading Standard is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. The Insider Trading Standard prohibits trading while in possession of material nonpublic information and during blackout periods, and provides pre-clearance procedures for executive officers, directors and certain other specified employees, as well as other related policies and procedures, including as described below. The Insider Trading Standard also addresses exceptions, such as for transactions under Company plans and transactions under an effective trading plan that complies with applicable securities laws and regulations. Although the Company itself is not subject to the Standard, it is the Company’s long-standing policy that the Company will not engage in transactions in Company securities while in possession of material nonpublic information relating to the Company or its securities and otherwise will comply with the federal securities laws and applicable listing standards. The foregoing is a summary of the Insider Trading Standard, a copy of which has been filed as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the SEC.

Anti-Hedging / Anti-Pledging Policy

Under the Insider Trading Standard, all directors, officers and employees are prohibited from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of Company securities, and from participating in derivative or speculative transactions with respect to Company securities including, but not limited to, purchasing or selling prepaid variable forward contracts, collars, equity swaps, exchange funds, puts, calls and other derivative instruments. All directors, officers and employees are prohibited from participating in short sales of the Company’s securities. Directors and executive officers are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Perquisites and Other Compensation

The Compensation Committee intentionally limits perquisites to the NEOs. During 2025, there were no perquisites provided to the NEOs, other than medical evacuation coverage for the NEOs and their spouses, potential use of the Company’s tickets for sporting or other events for personal use, and other than for the CEO as further described below. The Compensation Committee regularly reviews these arrangements to assure they continue to fulfill business needs.

The Company maintains access to cars and drivers for security purposes and efficiency, which are used by Mr. Holmes for business and occasional personal use. Mr. Homes uses company-provided cars and drivers for business and personal use in response to findings from an independent security study that such use is recommended due to bona fide security concerns.

Under the Amended Agreement with Mr. Holmes (as defined and summarized below), Mr. Holmes is entitled to receive an annual allowance for personal use of the Company’s fractional ownership in aircraft at the Company’s corporate rate, an annual perquisite allowance of up to $25,000 and other benefits. Based on an independent security study’s findings of a bona fide security concern, which recommended that Mr. Holmes use Company-provided aircraft for all air travel, and considering security concerns nationally and for the CEO, the Board adopted resolutions in July 2025 (1) requiring the CEO to use the Company’s fractional ownership in aircraft for business and personal travel, subject to the Company’s aircraft use policy and related security protocols, (2) approving the incremental cost of such aircraft use above the CEO’s contractual personal use allowance, and (3) waiving the requirement that the CEO pay or reimburse the Company for any such excess personal use (as provided in the Amended Agreement).

It is the Company’s policy that the NEOs are responsible for all income taxes related to their personal use of a Company-provided car and driver or aircraft, as well as any travel by their companions. The Compensation Committee reviews the cost of personal use of Company-provided aircraft, as well as any disallowed Company tax deductions associated with such use. The Company is mindful of carefully tracking any personal

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use of Company-provided aircraft and considering opportunities to reduce aircraft-related costs without compromising safety, security or business needs.

Limitations on Change in Control Benefits

The Company will not enter into “single trigger” agreements with its executives providing for the payment of benefits or acceleration of rights to compensation following the occurrence of a change in control of the Company solely as a consequence of the change in control. The Company will not enter into agreements with its executives providing for the payment of additional amounts to the executive to reimburse the executive for any excise tax payable by the executive with respect to his or her compensation received in connection with a change in control transaction involving the Company.

No Tax Gross-Ups

The Company does not provide tax gross-ups on perquisites or other Company benefits.

Equity Grant Policy

The Board has adopted an Equity Grant Policy concerning the granting of Equity-Based Awards.1 Under the Equity Grant Policy, the Company shall not backdate any Equity-Based Award or manipulate thetiming of the public release of material information or thetiming of the grant of an Equity-Based Award. To support the Equity Grant Policy, the Board and the Compensation Committee have adopted specific practices and procedures. The Board and the Compensation Committee believe that establishing fixed grant dates in advance, to the extent possible, helps ensure the integrity of the award granting process and effectively takes material nonpublic information into account with respect to the timing of awards. Accordingly, each grant of Equity-Based Awards shall be made on a pre-determined date. The annual grant of Equity-Based Awards to the CEO, other executive officers and employees shall be made under usual circumstances on the third business day following the Company’s release of earnings for the previously completed fiscal year, and such date shall serve as the grant date of such awards (unless otherwise specified by the Board or the Compensation Committee). Off-cycle grants of Equity-Based Awards shall have a grant date as determined by the Compensation Committee (or, if delegated to other persons in accordance with the Compensation Committee Charter, as reasonably determined by such delegates), and in all cases consistent with applicable laws, rules and regulations. Any annual grant of Equity-Based Awards to non-employee directors shall be made under usual circumstances on the third business day following the Company’s release of earnings for the first quarter of the current fiscal year, and such date shall serve as the grant date of such awards unless the Board (or the Compensation Committee, if authorized by the Board) determines otherwise.2 The Compensation Committee does not believe that the Company has timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

No stock options were granted during 2025, and no stock options were outstanding at December 31, 2025.

Other Benefits

Retirement Savings Opportunity. All employees may participate in the Company’s 401(k) Retirement Savings Plan (the “401(k) Plan”). Each employee may make before-tax contributions of up to 85% of their eligible compensation, subject to current Internal Revenue Service limits. The Company provides a 401(k) Plan to help employees save some amount of their cash compensation for retirement in a tax efficient manner. Since 2006, the Company has matched contributions made by employees to the 401(k) Plan based upon a formula that considers the amount contributed by the respective employee, with a vesting scheduled based upon the employee’s tenure with the Company. The matching contributions for each NEO are set forth in the “2025 All Other Compensation Table”. The Company does not provide an option for employees to invest in common

1 Equity-Based Awards include, but are not limited to, stock options, common stock, restricted stock, restricted stock units, performance-based equity awards, deferred or phantom stock or units and stock appreciation rights.

2 Non-employee directors who join the Board between annual grant dates will receive upon the date of their appointment a pro-rata grant of equity-based awards (in relation to time to be served between the date of appointment and the next grant date) in consideration for their partial year of service, unless the Board (or the Compensation Committee, if authorized by the Board) determines otherwise.

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stock through the 401(k) Plan. The Company has not historically provided any retirement plans, such as defined benefit, defined contribution, supplemental executive retirement benefits, retiree medical or deferred compensation plans requiring mandatory Company contributions, to employees or the NEOs, other than the 401(k) Plan and the Nonqualified Deferred Compensation Plan described below.

Nonqualified Deferred Compensation Plan. The Company offers a nonqualified deferred compensation plan for executives and key members of management to assist the Company in attracting and retaining these individuals. See “2025 Nonqualified Deferred Compensation Table” below for additional information about this plan.

Severance Benefits. Senior and key executives of the Company who do not have employment agreements providing for severance, including the NEOs (other than Mr. Holmes), are eligible for severance benefits in the event of a termination not for cause under the Key Executive Severance Policy, and for change in control severance benefits in the event of a termination not for cause or for good reason following a change in control under the Key Executive Change-in-Control Severance Policy. See “2025 Potential Payments Upon Termination or Change in Control Table” for additional information about these plans.

Health and Welfare Benefits. All full-time employees, including the NEOs, may participate in the Company’s health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. The Company provides these benefits to meet the health and welfare needs of employees and their families.

Employment Agreement

The Company entered into the Second Amended and Restated Executive Employment Agreement with Mr. Holmes as of July 29, 2024 (the “Amended Agreement”). The Amended Agreement has an initial term of four years (i.e., through July 2028), and thereafter automatically renews for successive one-year terms, unless notice of non-renewal is given by either party in accordance with the agreement. For each year of the term, Mr. Holmes’ compensation will include annual base salary of not less than $1,100,000, an annual target cash incentive opportunity of not less than 180% of base salary beginning in 2025 and thereafter and, beginning in 2025, an annual target long-term incentive award opportunity equal to 400% of base salary (in the form of 50% performance-based stock units and 50% time-based restricted stock units). The reduction in annual incentive target opportunity (from 200%) and increase in annual long-term (equity) target opportunity (from 350%), places more of Mr. Holmes’ total compensation at risk. Annual long-term incentive awards will be subject to continued vesting in the event that Mr. Holmes retires, and accelerated vesting in the event of termination without “cause” or resignation for “good reason”, as such terms are defined in the Amended Agreement. In connection with the execution of the Amended Agreement, Mr. Holmes received an equity award in July 2024, which is listed in the outstanding awards table. As previously disclosed, the equity award was made to the CEO and the other NEOs in order to incentivize the executive team to continue their intensive efforts on the fulfillment of the strategic plan. See “Letter from the Compensation Committee” above. In addition, the Amended Agreement includes a $150,000 annual allowance for personal use of the Company’s fractional aircraft interests at the Company’s corporate rate and a $25,000 annual perquisite allowance for such items as an annual executive physical or club membership fees. As noted above, the Board adopted resolutions in July 2025 (1) requiring the CEO to use the Company’s fractional ownership in aircraft for business and personal travel, subject to the Company’s aircraft use policy and related security protocols, (2) approving the incremental cost of such aircraft use above the CEO’s contractual personal use allowance, and (3) waiving the requirement that the CEO pay or reimburse the Company for any such excess personal use.

The Amended Agreement terminates upon the executive’s death or disability, upon the executive’s voluntary termination of employment (other than for “good reason”), or upon the executive’s termination for cause, or in the event of non-renewal by the executive. Termination for cause requires a vote of 75% of the members of the Board. “Cause” is defined in the Amended Agreement. If Mr. Holmes’ employment is terminated by the Company without cause, or by Mr. Holmes for “good reason,” as defined in the Amended Agreement, Mr. Holmes would be entitled to a cash payment equal to 24 months’ base salary and two times his target annual incentive, a pro-rated bonus for the year of termination and continued medical insurance and other health and welfare benefits for 24 months following termination, subject to his execution of a release of claims.

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If, in connection with a “change-in-control” of the Company, Mr. Holmes’ employment is terminated other than for cause, death, or disability or by executive for “good reason” within a period of 90 days prior to, and up to two years following, the change-in-control, Mr. Holmes would be entitled to the same severance benefits described above, except that it would include a cash payment equal to three times his base salary and three times his target annual incentive, and 36 months’ of health and welfare benefits. The Amended Agreement does not include any gross-up for taxes on any of the change-in-control benefits. Following the termination of employment for any reason, Mr. Holmes will be entitled to receive certain additional benefits (as provided in the Amended Agreement), including equity vesting and payout provisions. In addition, Mr. Holmes and his spouse shall each be entitled to a lifetime medical benefit.

The Amended Agreement contains other terms and conditions, including notice and right to cure provisions, non-competition and non-solicitation covenants for the one-year period following termination for any reason, confidentiality obligations and restrictions on Mr. Holmes’ ability to be involved with a competing bank or company with a place of business in a location in which the Company is then engaged. The foregoing is a summary of the Amended Agreement, a copy of which has been filed as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the SEC.

Compensation Risk Assessment

The Compensation Committee regularly reviews all compensation plans to identify whether any of the Company’s or the Bank’s compensatory policies or practices incent behavior that creates excessive or unnecessary risk to the Company. The Compensation Committee receives regular updates from management to ensure that the current compensation programs do not create imprudent or excessive risk. Furthermore, periodically, the Compensation Committee conducts a risk assessment with the assistance of its independent compensation consultant. Based on the results of these reviews, the Compensation Committee determined that the Company’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis that is required by the SEC rules with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Company’s board of directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

This report is submitted by the Compensation Committee of the Board of Texas Capital Bancshares, Inc.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2025 regarding common stock that may be issued under the Company’s existing equity compensation plans.

(A) Reflects 786,303 shares issuable pursuant to outstanding RSUs. Since RSUs have no exercise price, they are not included in the weighted average exercise price calculation.

(B) All of these shares are available for issuance pursuant to grants of full-value awards.

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COMPENSATION TABLES