This Proxy Statement includes estimates, projections, and statements relating to ourthe Company’s business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not historical in nature and may generally be identified by use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “future,” “plan,” “may,” “should,” “will,” “could,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent and various uncertainties, risks, and changes in circumstances that are difficult to predict, may change over time, and are based on management's expectations and assumptions at the time the statements are made and are not guarantees of future results. We describeThe Company describes risks and uncertainties that could cause actual results and events to differ materially in ourthe Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings we makethe Company makes with the Securities and Exchange Commission (“SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We undertakeThe Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

This past year was pivotal forIt is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders of Texas Capital Bancshares, Inc. We launchedat 8:00 a.m., central daylight time, on Tuesday, April 18, 2023, which will be held at the corporate headquarters, Texas Capital Center, at 2000 McKinney Avenue, Dallas, TX, 75201.

Over the last two years, I have had the pleasure ofenjoyed meeting many of ouryou, stockholders since joiningof the firm, just a year ago and greatly valueappreciate the conversationsdiscussions and the insights you have shared with me as we continue to execute on our transformation.strategic plan. I look forward to continuing our ongoing engagement and thank youam grateful for your ongoing support of Texas Capital Bancshares and Texas Capital Bank as we continue to focusare focused on driving sustainable growth and value creation.creation for all our stakeholders.

OurThe Proxy Statement for the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Texas Capital Bancshares, Inc. follows. Financial and other information about the Company are contained in ourthe Annual Report to Stockholders for the fiscal year ended December 31, 20212022 (the “2021“2022 Annual Report”), which accompanies the Proxy Statement.

To ensure that your shares are represented at the meeting, we urgethe 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. We encourage youYou are encouraged to submit a proxy via the Internet. It is convenient and saves usthe 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.

At least a majority of the total number of issued and outstanding shares of common stock as of the record date must be present at the Annual Meeting in person or by proxy and entitled to vote to have a quorum to transact business. If there are not sufficient shares present and entitled to vote at the Annual Meeting for a quorum or to approve any proposal, the board of directors may postpone or adjourn the Annual Meeting to permit the further solicitation of proxies.

The Company does not currently know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, the persons designated in the enclosed proxy will vote your proxy in their discretion on such matters.

The individuals named as proxies will vote properly completed proxies received prior to the Annual Meeting in the way you direct. If you send in a properly completed proxy but do not specify how the proxy is to be voted, the shares represented by your proxy will be voted to elect the eleven (11) director nominees, to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022,2023, to approve, on an advisory basis, the 20212022 compensation of ourthe named executive officers, and to approve, on an advisory basis, the 2022 Long-Term Incentive Plan.selection of annual voting on executive compensation. If your shares are held by a bank, broker or other nominee and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from the record holder and present it at the Annual Meeting.

If you are a stockholder of record you may revoke a proxy at any time before the proxy is exercised by:

If your shares are held in the name of a broker, bank or other nominee, please follow the instructions that you receive from them to instruct them to revoke the voting of your shares.

It is important that you are represented by proxy or are present in person at the Annual Meeting. The Company requests that you vote your shares by following the instructions as set forth in the Notice of Internet Availability of Proxy Materials. Your proxy will be voted in accordance with the directions you provide.

The Company’s board of directors is making this solicitation and the Company will pay the costs and all expenses of this proxy solicitation. The directors, officers and employees of the Company and the Bank may also solicit proxies by telephone or in person but will not be paid additional compensation to do so. We haveThe Company engaged Alliance Advisors, LLC to assist with the solicitation of proxies for a fee of $14,500. We have also agreed to reimburse Alliance Advisors, LLC for certain expenses and to indemnify Alliance Advisors, LLC against certain losses and expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock.$12,000.

The Company is permitted to send a single Notice of Annual Meeting of Stockholders (“Notice”) and any other proxy materials we chooseit chooses to mail to stockholders who share the same last name and address, unless the stockholders have notified the Company of their desire to receive multiple copies of the Notice or proxy materials. This procedure is called “householding” and is intended to reduce our printing and postage costs.

The Company will promptly deliver, upon written or oral request, a separate copy of the Notice or proxy materials to any stockholder residing at an address to which only one copy was mailed. If you would like to receive a separate copy of the Notice or other proxy materials, either now or in the future, please contact usthe Company in writing at the following address: Texas Capital Bancshares, Inc., Attn: Investor Relations, 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201, or via telephone at (214) 932-6600.

Based on the recommendation of ourthe independent Governance and Nominating Committee (the “Governance(“Governance Committee”), ourthe board of directors nominated eleven directors – Paola M. Arbour, Jonathan E. Baliff, James H. Browning, Larry L. Helm, Rob C. Holmes, David S. Huntley, Charles S. Hyle, Thomas E. Long, Elysia Holt Ragusa, Steven P. Rosenberg, Robert W. Stallings, and Dale W. Tremblay, to serve a one-year term expiring at the 2023 Annual Meeting2024 annual meeting of Stockholders,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 except for Ms. Arbour,Mr. Long, who was elected by the Board in July 2021.May 2022. Mr. Larry L. Helm has been a director since 2006 and is retiring from the Board as of the 2023 Annual Meeting pursuant to the Company’s director retirement guidelines. The Board thanks Mr. Helm for his service to the Company and the Board.

At the Annual Meeting, you will have the opportunity to elect these eleven nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them for these eleven 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 of directors.

The board of directors determined that each of ourthe Company’s current directors, and each of ourthe director nominees, other than Mr. Holmes, qualifies as an “independent director” as defined in the Nasdaq Stock Market Listing Rules and as further defined by applicable statutes and regulations.

The name of each of ourthe nominees for election and certain information about them, as of the date of this Proxy Statement (except ages, which are as of the estimated proxy mailing date), is set forth below. Included in the information below is a description of the particular qualifications, attributes, skills and experience that led the Board to conclude that each person below should serve as a director of the Company.

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

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, a willingness to assume fiduciary responsibilities, an appreciation of diversity and a commitment to sustainability and to dealing responsibly with social issues. 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 considers diversity in a broad sense, including diversity of viewpoints, background, work experience and other demographics, such as race, age, gender identity, ethnicity, nationality, disability, sexual orientation and cultural background, and professional experience and skills in evaluating candidates for Board membership and assesses the effectiveness of this policy through the Governance Committee'sCommittee’s annual review of director nominees. The Board believes that diversity results in a variety of points of view and, consequently, a more effective decision-making process.

A substantial majority of the board must qualify as independent under the relevant listing standards of the Nasdaq Stock Market and applicable rules of the SEC. All members of the current board of directors, other than Mr. Holmes, qualify as independent under these standards.

Ms. ArbourMr. Long joined the Board in July 2021.May 2022. The Governance Committee and the full Board carefully reviewed herhis experience, skills and attributes, including herhis independence. The Governance Committee and the Board determined to elect herelected him to the Board in July 2021May 2022 and determined to recommend herhim to stockholders for re-election at the 20222023 Annual Meeting. He had been recommended as a candidate by unrelated company’s CEO.