TCBI Texas Capital Bancshares Inc/Tx - 8-K

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 20, 2026, Texas Capital Bancshares, Inc. (the “Company”) filed a Certificate of Elimination (the “First Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Powers, Designations, Preferences and Rights (the “First Certificate of Designations”) relating to the Company’s Series A-1 Nonvoting Common Stock (the “Series A-1 Nonvoting Common Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on December 22, 1998. As of the date of filing, no shares of the Series A-1 Nonvoting Common Stock were outstanding, and no shares thereof will be issued by the Company subject to the First Certificate of Designation.

Also on February 20, 2026, the Company filed a Certificate of Elimination (the “Second Certificate of Elimination” and, together with the First Certificate of Elimination, the “Certificates of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designation (the “Second Certificate of Designation”) relating to the Company’s 6.50% Non-Cumulative Perpetual Preferred Stock, Series A (the “6.50% Preferred Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on March 27, 2013. As of the date of filing, no shares of the 6.50% Preferred Stock were outstanding, and no shares thereof will be issued by the Company subject to the Second Certificate of Designation. Upon the filing of the Second Certificate of Elimination with the Secretary of State of the State of Delaware, all previously authorized shares of 6.50% Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0.01 per share.

The Certificates of Elimination became effective upon filing. The above description of the Certificates of Elimination is a summary and, as such, is qualified in its entirety by reference to the full text of the Certificates of Elimination, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

3.1     Certificate of Elimination relating to the Series A-1 Nonvoting Common Stock, dated February 19, 2026.

3.2     Certificate of Elimination relating to the 6.50% Non-Cumulative Perpetual Preferred Stock, Series, A, dated February 19, 2026.

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