Texas Capital Bancshares (TCBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 21, 2026, at Texas Capital Center in Dallas, Texas.

• Meeting materials include the Notice of Meeting, Proxy Statement, and 2025 Annual Report.

• Shareholders of record as of February 20, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Election of ten directors to serve until the next annual meeting or until successors are elected.

• Ratification of Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Approval of redomestication from Delaware to Texas by way of conversion.

• Advisory vote to increase the threshold for submitting stockholder proposals.

• Proposal to adjourn the meeting if additional proxies are needed for proposals 2-5.

Board of directors and corporate governance

• Ten nominees listed for election to the board, each recommended by the board.