tcbi-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended September 30, 2026


☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from to

Commission file number 001-34657

TEXAS CAPITAL BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						75-2679109
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

2000 McKinney Avenue

Suite 700

Dallas

USA

75201

(Address of principal executive offices)

(Zip Code)

(214) 932-6600

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TCBI

Texas Stock Exchange LLC

Depositary Shares Each Representing a 1/40th Interest in a Share of 5.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share

TCBI PRB

Texas Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

On October 20, 2026, the number of shares set forth below was outstanding with respect to each of the issuer’s classes of common stock:

Common Stock, par value $0.01 per share 42,430,456

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Texas Capital Bancshares, Inc.

Form 10-Q

Quarter Ended September 30, 2026

Index


Part I.—Financial Information
	Item 1.	Financial Statements - Unaudited	3
		Consolidated Balance Sheets	3
		Consolidated Statements of Income and Other Comprehensive Income	4
		Consolidated Statements of Stockholders' Equity	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
	Item 4.	Controls and Procedures	36

Part II.—Other Information
	Item 1.	Legal Proceedings	37
	Item 1A.	Risk Factors	37
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 5.	Other Information	37
	Item 6.	Exhibits, Financial Statement Schedules	38

Signatures			39

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS - UNAUDITED



(in thousands except share data)	September 30, 2026		December 31, 2025
Assets
Cash and due from banks	$	195,086	$	201,315
Interest bearing cash and cash equivalents	2,479,073		1,897,803
Available-for-sale debt securities	4,095,855		3,951,455
Held-to-maturity debt securities	672,881		725,722
Equity securities	42,007		41,998
Trading debt securities	—		3,924
Debt and equity securities	4,810,743		4,723,099
Loans held for sale	28,676		4,361
Loans held for investment, mortgage finance	5,441,689		6,064,019
Loans held for investment	18,641,301		17,976,183
Less: Allowance for credit losses on loans	270,333		270,557
Loans held for investment, net	23,812,657		23,769,645

Premises and equipment, net	89,012		88,003
Accrued interest receivable and other assets	928,364		854,552
Goodwill and intangibles, net	1,496		1,496
Total assets	$	32,345,107	$	31,540,274
Liabilities and Stockholders’ Equity
Liabilities:
Non-interest bearing deposits	$	7,006,314	$	6,959,097
Interest bearing deposits	20,709,341		19,489,670
Total deposits	27,715,655		26,448,767
Accrued interest payable	8,556		6,716
Other liabilities	646,036		502,834
Short-term borrowings	—		330,000
Long-term debt	487,270		620,575
Total liabilities	28,857,517		27,908,892
Stockholders’ equity:
Preferred stock, $0.01 par value, $1,000 liquidation value:
Authorized shares - 10,000,000
Issued shares - 300,000 at September 30, 2026 and December 31, 2025	300,000		300,000
Common stock, $0.01 par value:
Authorized shares - 100,000,000
Issued shares - 52,023,856 and 51,786,456 at September 30, 2026 and December 31, 2025, respectively	520		518
Additional paid-in capital	1,086,246		1,074,496
Retained earnings	3,040,853		2,808,645
Treasury stock - 9,594,199 and 7,532,768 shares at cost at September 30, 2026 and December 31, 2025, respectively	(689,410)		(487,692)
Accumulated other comprehensive loss, net of taxes	(250,619)		(64,585)
Total stockholders’ equity	3,487,590		3,631,382
Total liabilities and stockholders’ equity	$	32,345,107	$	31,540,274

See accompanying notes to consolidated financial statements.

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TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND OTHER

COMPREHENSIVE INCOME - UNAUDITED



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands except per share data)	2026		2025		2026		2025
Interest income
Interest and fees on loans	$	379,297	$	379,017	$	1,095,733	$	1,077,525
Debt and equity securities	50,927		49,396		146,824		141,952
Interest bearing cash and cash equivalents	26,936		32,202		73,627		107,994
Total interest income	457,160		460,615		1,316,184		1,327,471
Interest expense
Deposits	174,517		180,779		495,448		530,513
Short-term borrowings	84		534		5,996		12,224
Long-term debt	7,576		7,531		24,661		23,534

Total interest expense	182,177		188,844		526,105		566,271
Net interest income	274,983		271,771		790,079		761,200
Provision for credit losses	17,000		12,000		51,000		44,000
Net interest income after provision for credit losses	257,983		259,771		739,079		717,200
Non-interest income
Service charges on deposit accounts	9,418		8,111		27,494		24,133
Wealth management and trust fee income	4,562		3,989		14,086		11,683
Brokered loan fees	2,075		2,419		6,184		6,766

Investment banking and advisory fees	35,294		33,985		98,832		74,572
Trading income	11,417		7,238		32,981		21,073

Available-for-sale debt securities gains/(losses)	—		—		—		(1,886)


Other	18,877		12,841		46,450		30,755
Total non-interest income	81,643		68,583		226,027		167,096
Non-interest expense
Salaries and benefits	121,625		119,856		384,311		371,651
Occupancy expense	13,230		11,828		37,994		34,816
Marketing	4,266		3,412		14,024		12,045
Legal and professional	12,000		12,474		38,680		38,532
Communications and technology	32,029		24,594		87,695		72,550
Federal Deposit Insurance Corporation insurance assessment	5,234		5,198		14,697		15,635


Other	15,540		13,213		45,584		38,642
Total non-interest expense	203,924		190,575		622,985		583,871
Income before income taxes	135,702		137,779		342,121		300,425
Income tax expense	31,997		32,569		79,680		70,840
Net income	103,705		105,210		262,441		229,585
Preferred stock dividends	4,313		4,313		12,938		12,938
Net income available to common stockholders	$	99,392	$	100,897	$	249,503	$	216,647
Other comprehensive income
Change in unrealized gain/(loss)	$	(199,835)	$	30,909	$	(249,538)	$	101,226
Amounts reclassified into net income	2,772		6,172		7,935		26,498
Other comprehensive income/(loss)	(197,063)		37,081		(241,603)		127,724
Income tax expense/(benefit)	(45,324)		8,374		(55,569)		28,841
Other comprehensive income/(loss), net of tax	(151,739)		28,707		(186,034)		98,883
Comprehensive income/(loss)	$	(48,034)	$	133,917	$	76,407	$	328,468
Basic earnings per common share	$	2.30	$	2.21	$	5.72	$	4.72
Diluted earnings per common share	$	2.28	$	2.18	$	5.66	$	4.67

See accompanying notes to consolidated financial statements.

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TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED


	Preferred Stock			Common Stock			Additional				Treasury Stock			Accumulated Other
							Paid-in		Retained					Comprehensive
(in thousands except share and per share data)	Shares	Amount		Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Total
Balance at June 30, 2025	300,000	$	300,000	51,747,305	$	517	$	1,065,083	$	2,611,401	(6,000,469)	$	(354,000)	$	(112,931)	$	3,510,070

Comprehensive income/(loss):
Net income	—	—		—	—		—		105,210		—	—		—		105,210
Change in other comprehensive income/(loss), net of taxes	—	—		—	—		—		—		—	—		28,707		28,707
Total comprehensive income																133,917

Preferred stock dividends	—	—		—	—		—		(4,313)		—	—		—		(4,313)

Stock-based compensation expense recognized in earnings	—	—		—	—		5,146		—		—	—		—		5,146

Issuance of stock related to stock-based awards	—	—		20,114	1		(647)		—		—	—		—		(646)
Repurchase of common stock	—	—		—	—		—		—		(87,087)	(7,076)		—		(7,076)



Balance at September 30, 2025	300,000	$	300,000	51,767,419	$	518	$	1,069,582	$	2,712,298	(6,087,556)	$	(361,076)	$	(84,224)	$	3,637,098

Balance at June 30, 2026	300,000	$	300,000	52,012,706	$	520	$	1,082,419	$	2,950,049	(8,542,539)	$	(586,401)	$	(98,880)	$	3,647,707

Comprehensive income/(loss):
Net income	—	—		—	—		—		103,705		—	—		—		103,705
Change in other comprehensive income/(loss), net of taxes	—	—		—	—		—		—		—	—		(151,739)		(151,739)
Total comprehensive loss																(48,034)
Common stock dividends ($0.20 per share)	—	—		—	—		—		(8,588)		—	—		—		(8,588)
Preferred stock dividends	—	—		—	—		—		(4,313)		—	—		—		(4,313)

Stock-based compensation expense recognized in earnings	—	—		—	—		4,344		—		—	—		—		4,344


Issuance of stock related to stock-based awards	—	—		11,150	—		(517)		—		—	—		—		(517)
Repurchase of common stock	—	—		—	—		—		—		(1,051,660)	(103,009)		—		(103,009)



Balance at September 30, 2026	300,000	$	300,000	52,023,856	$	520	$	1,086,246	$	3,040,853	(9,594,199)	$	(689,410)	$	(250,619)	$	3,487,590

See accompanying notes to consolidated financial statements.

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TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED


	Preferred Stock			Common Stock			Additional				Treasury Stock			Accumulated Other
							Paid-in		Retained					Comprehensive
(in thousands except share and per share data)	Shares	Amount		Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Total
Balance at December 31, 2024 (audited)	300,000	$	300,000	51,520,315	$	515	$	1,056,719	$	2,495,651	(5,286,503)	$	(301,842)	$	(183,107)	$	3,367,936

Comprehensive income/(loss):
Net income	—	—		—	—		—		229,585		—	—		—		229,585
Change in other comprehensive income/(loss), net of taxes	—	—		—	—		—		—		—	—		98,883		98,883
Total comprehensive income																328,468

Preferred stock dividends	—	—		—	—		—		(12,938)		—	—		—		(12,938)

Stock-based compensation expense recognized in earnings	—	—		—	—		20,425		—		—	—		—		20,425

Issuance of stock related to stock-based awards	—	—		247,104	3		(7,562)		—		—	—		—		(7,559)



Repurchase of common stock	—	—		—	—		—		—		(801,053)	(59,234)		—		(59,234)
Balance at September 30, 2025	300,000	$	300,000	51,767,419	$	518	$	1,069,582	$	2,712,298	(6,087,556)	$	(361,076)	$	(84,224)	$	3,637,098

Balance at December 31, 2025 (audited)	300,000	$	300,000	51,786,456	$	518	$	1,074,496	$	2,808,645	(7,532,768)	$	(487,692)	$	(64,585)	$	3,631,382

Comprehensive income/(loss):
Net income	—	—		—	—		—		262,441		—	—		—		262,441
Change in other comprehensive income/(loss), net of taxes	—	—		—	—		—		—		—	—		(186,034)		(186,034)
Total comprehensive income																76,407
Common stock dividends ($0.40 per share)	—	—		—	—		—		(17,295)		—	—		—		(17,295)
Preferred stock dividends	—	—		—	—		—		(12,938)		—	—		—		(12,938)

Stock-based compensation expense recognized in earnings	—	—		—	—		21,470		—		—	—		—		21,470

Issuance of stock related to stock-based awards	—	—		237,400	2		(9,720)		—		—	—		—		(9,718)
Repurchase of common stock	—	—		—	—		—		—		(2,061,431)	(201,718)		—		(201,718)



Balance at September 30, 2026	300,000	$	300,000	52,023,856	$	520	$	1,086,246	$	3,040,853	(9,594,199)	$	(689,410)	$	(250,619)	$	3,487,590

See accompanying notes to consolidated financial statements.

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TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED



	Nine Months Ended September 30,
(in thousands)	2026		2025
Operating activities
Net income	$	262,441	$	229,585
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	51,000		44,000

Depreciation and amortization	40,068		36,291
Net loss on available-for-sale debt securities	—		1,886
Net (gain)/loss on equity securities	(4,773)		(2,265)
Sales/(purchases) of trading debt securities, net	3,924		(2,219)
Loss on redemption of long-term debt	2,157		—



Stock-based compensation expense	35,125		28,614
Sales/(purchases) of loans held for sale, net	(2,982)		—






Changes in operating assets and liabilities:
Accrued interest receivable and other assets	(32,319)		(39,949)
Accrued interest payable and other liabilities	43,647		(66,283)
Net cash provided by operating activities	398,288		229,660
Investing activities
Purchases of available-for-sale debt securities	(877,772)		(843,190)
Proceeds from sales of available-for-sale debt securities	—		280,402
Proceeds from maturities, redemptions and pay-downs of available-for-sale debt securities	533,969		385,694
Proceeds from maturities, redemptions and pay-downs of held-to-maturity debt securities	55,181		55,555
Sales/(purchases) of equity securities, net	4,764		22,472
Originations of loans held for investment, mortgage finance	(74,373,445)		(71,110,334)
Proceeds from pay-offs of loans held for investment, mortgage finance	74,995,775		70,268,104

Decrease/(increase) in loans held for investment, excluding mortgage finance, net	(734,430)		(936,069)

Purchase of premises and equipment, net	(10,498)		(12,910)


Net cash used in investing activities	(406,456)		(1,890,276)
Financing activities
Net increase/(decrease) in deposits, net	1,266,888		2,266,799
Issuance of stock related to stock-based awards	(9,718)		(7,559)



Common stock dividends paid	(17,295)		—
Preferred stock dividends paid	(12,938)		(12,938)
Repurchase of common stock	(201,718)		(59,234)
Net increase/(decrease) in short-term borrowings, net	(330,000)		(610,000)


Redemption of long-term debt	(509,525)		(40,435)
Issuance of long-term debt	397,515		—
Net cash provided by financing activities	583,209		1,536,633
Net increase/(decrease) in cash and cash equivalents	575,041		(123,983)
Cash and cash equivalents at beginning of period	2,099,118		3,188,808
Cash and cash equivalents at end of period	$	2,674,159	$	3,064,825
Supplemental disclosures of cash flow information
Cash paid during the period for interest	$	541,377	$	580,591
Cash paid during the period for income taxes	$	100,163	$	67,402
Transfers of loans from held for investment to held for sale	$	21,333	$	—

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(1) Operations and Summary of Significant Accounting Policies

Organization and Nature of Business

Texas Capital Bancshares, Inc. (“TCBI” or the “Company”) is a registered bank holding company and a full-service financial services firm that delivers customized solutions to businesses, entrepreneurs and individual customers. TCBI is headquartered in Dallas, with primary banking offices in Austin, Dallas, Fort Worth, Houston and San Antonio, and has built a network of clients across the country.

The Company’s business activities are conducted primarily through its wholly-owned bank subsidiary Texas Capital Bank (the “Bank”) and its wholly-owned non-bank subsidiary, TCBI Securities Inc., doing business as Texas Capital Securities. The Bank is a Texas state-chartered bank. Texas Capital Securities is a registered broker-dealer with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority and Municipal Securities Rulemaking Board.

The Company was incorporated as a Delaware corporation in 1996 and commenced banking operations in 1998.

Basis of Presentation

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States (“GAAP”) and to generally accepted practices within the banking industry. Certain prior period balances have been reclassified to conform to the current period presentation.

The consolidated interim financial statements are unaudited, and certain information and disclosures in the notes to consolidated unaudited financial statements that are presented in accordance with GAAP have been condensed or omitted. In the opinion of management, the interim financial statements include all normal and recurring adjustments and the disclosures made present a fair presentation of the Company’s financial position and results of operations. The consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q adopted by the SEC. Accordingly, the financial statements and the notes to the consolidated unaudited financial statements required by GAAP for complete annual financial statements do not include all of the information and should be read in conjunction with the consolidated financial statements, and notes thereto, for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for credit losses, the fair value of financial instruments and the status of contingencies are particularly susceptible to significant change.

(2) Earnings Per Share

The following table presents the computation of basic and diluted earnings per share:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands except share and per share data)	2026		2025		2026		2025
Numerator:
Net income	$	103,705	$	105,210	$	262,441	$	229,585
Preferred stock dividends	4,313		4,313		12,938		12,938
Net income available to common stockholders	$	99,392	$	100,897	$	249,503	$	216,647
Denominator:
Basic earnings per common share—weighted average common shares	43,124,320		45,708,185		43,598,025		45,873,276
Effect of dilutive outstanding stock-settled awards	489,951		524,982		467,942		474,960
Dilutive earnings per common share—weighted average diluted common shares	43,614,271		46,233,167		44,065,967		46,348,236
Basic earnings per common share	$	2.30	$	2.21	$	5.72	$	4.72
Diluted earnings per common share	$	2.28	$	2.18	$	5.66	$	4.67
Anti-dilutive outstanding stock-settled awards	21,054		—		36,142		207

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(3) Debt and Equity Securities

The following is a summary of the Company’s debt and equity securities:


(in thousands)	Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
September 30, 2026
Available-for-sale debt securities:


Residential mortgage-backed securities	$	4,084,245	$	193	$	(234,221)	$	3,850,217
Commercial mortgage-backed securities	248,437		—		(12,918)		235,519


Credit risk transfer securities	10,452		—		(333)		10,119
Total available-for-sale debt securities	4,343,134		193		(247,472)		4,095,855
Held-to-maturity debt securities:
Residential mortgage-backed securities	672,881		—		(97,497)		575,384
Total held-to-maturity debt securities	672,881		—		(97,497)		575,384
Equity securities							42,007
Trading debt securities							—
Total debt and equity securities(2)							$	4,810,743
December 31, 2025
Available-for-sale debt securities:


Residential mortgage-backed securities	$	3,743,234	$	41,037	$	(91,625)	$	3,692,646
Commercial mortgage-backed securities	244,457		3,555		—		248,012


Credit risk transfer securities	11,248		—		(451)		10,797
Total available-for-sale debt securities	3,998,939		44,592		(92,076)		3,951,455
Held-to-maturity debt securities:
Residential mortgage-backed securities	725,722		—		(70,890)		654,832
Total held-to-maturity debt securities	725,722		—		(70,890)		654,832
Equity securities							41,998
Trading debt securities							3,924
Total debt and equity securities(2)							$	4,723,099

(1) Excludes accrued interest receivable of $17.6 million and $16.1 million at September 30, 2026 and December 31, 2025, respectively, related to available-for-sale debt securities and $1.1 million and $1.2 million at September 30, 2026 and December 31, 2025, respectively, related to held-to-maturity debt securities that is recorded in accrued interest receivable and other assets on the consolidated balance sheets.

(2) Includes available-for-sale debt securities, equity securities and trading debt securities at estimated fair value and held-to-maturity debt securities at amortized cost.

Debt Securities

The amortized cost and estimated fair value as of September 30, 2026, excluding accrued interest receivable, of available-for-sale and held-to-maturity debt securities are presented below by contractual maturity. Actual maturities may differ from contractual maturities of mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.


	Available-for-sale				Held-to-maturity
(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due within one year	$	—	$	—	$	—	$	—
Due after one year through five years	10,452		10,119		—		—
Due after five years through ten years	249,090		236,181		—		—
Due after ten years	4,083,592		3,849,555		672,881		575,384
Total	$	4,343,134	$	4,095,855	$	672,881	$	575,384

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The table below presents the weighted average yields for the Company’s available-for-sale debt securities as of September 30, 2026. Weighted average yields are calculated based on amortized cost on a tax-exempt basis assuming a 21% federal tax rate, where applicable.


	Residential mortgage-backed securities		Commercial mortgage-backed securities		Credit risk transfer securities
Due within one year	—	%	—	%	—	%
Due after one year through five years	—		—		4.01
Due after five years through ten years	3.91		4.80		—
Due after ten years	4.81		—		—
Total	4.81	%	4.80	%	4.01	%

The following table discloses the Company’s available-for-sale debt securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months:


	Less Than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
September 30, 2026


Residential mortgage-backed securities	$	2,912,259	$	(114,687)	$	667,046	$	(119,534)	$	3,579,305	$	(234,221)
Commercial mortgage-backed securities	235,519		(12,918)		—		—		235,519		(12,918)
Credit risk transfer securities	—		—		10,119		(333)		10,119		(333)
Total	$	3,147,778	$	(127,605)	$	677,165	$	(119,867)	$	3,824,943	$	(247,472)
December 31, 2025


Residential mortgage-backed securities	$	203,193	$	(97)	$	934,222	$	(91,528)	$	1,137,415	$	(91,625)
Commercial mortgage-backed securities	—		—		—		—		—		—
Credit risk transfer securities	—		—		10,797		(451)		10,797		(451)
Total	$	203,193	$	(97)	$	945,019	$	(91,979)	$	1,148,212	$	(92,076)

At September 30, 2026, the Company had 92 available-for-sale debt securities in an unrealized loss position, comprised of 83 residential mortgage-backed securities, seven commercial mortgage-backed securities and two credit risk transfer securities. The unrealized losses on the available-for-sale debt securities were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans. The Company does not currently intend to sell and based on current conditions it does not believe it is likely that the Company will be required to sell these available-for-sale debt securities before recovery of the amortized cost of such securities in an unrealized loss position and has therefore recorded the unrealized losses related to this portfolio in accumulated other comprehensive income (“AOCI”). Held-to-maturity debt securities consist of government guaranteed securities for which no loss is expected. At September 30, 2026 and December 31, 2025, no allowance for credit losses was established for available-for-sale or held-to-maturity debt securities.

At September 30, 2026 and December 31, 2025, debt securities with carrying values of approximately $820,000 and $937,000, respectively, were pledged to secure certain customer deposits.

Equity Securities

The following is a summary of unrealized and realized gains/(losses) recognized on equity securities included in other non-interest income on the consolidated statements of income and other comprehensive income:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Net gains/(losses) recognized during the period	$	1,252	$	2,369	$	4,773	$	2,265
Less: Realized net gains/(losses) recognized on securities sold	2,414		831		4,266		1,862
Unrealized net gains/(losses) recognized on securities still held	$	(1,162)	$	1,538	$	507	$	403

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(4) Loans and Allowance for Credit Losses on Loans

Loans are summarized by portfolio segment as follows:



(in thousands)	September 30, 2026		December 31, 2025

Loans held for investment(1)(2):
Commercial	$	13,428,328	$	12,163,545
Mortgage finance	5,441,689		6,064,019
Commercial real estate	4,786,513		5,378,712
Consumer	426,460		433,926



Loans held for investment	24,082,990		24,040,202


Allowance for credit losses on loans	(270,333)		(270,557)
Total loans held for investment, net	$	23,812,657	$	23,769,645

(1) Excludes accrued interest receivable of $106.9 million and $107.3 million at September 30, 2026 and December 31, 2025, respectively, that is recorded in accrued interest receivable and other assets on the consolidated balance sheets.

(2) Loans are presented net of deferred loan fees and costs totaling $108.0 million and $106.8 million at September 30, 2026 and December 31, 2025, respectively.

Table of Contents

The following tables summarize loans held for investment by year of origination and internally assigned credit grades:


(in thousands)	2026		2025		2024		2023		2022		2021 and prior		Revolving lines of credit		Revolving lines of credit converted to term loans		Total
September 30, 2026
Commercial
(1-7) Pass	$	1,792,251	$	1,586,431	$	819,811	$	513,166	$	497,666	$	145,659	$	7,534,860	$	11,601	$	12,901,445
(8) Special mention	3,341		55,680		40,812		14,904		19		1,262		194,606		96		310,720
(9) Substandard - accruing	1,804		23,114		38,598		363		10,927		34,906		23,606		—		133,318
(9+) Non-accrual	3,135		13,642		—		17,024		19,985		11,483		17,576		—		82,845
Total commercial	$	1,800,531	$	1,678,867	$	899,221	$	545,457	$	528,597	$	193,310	$	7,770,648	$	11,697	$	13,428,328
Mortgage finance
(1-7) Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	5,441,689	$	—	$	5,441,689
(8) Special mention	—		—		—		—		—		—		—		—		—
(9) Substandard - accruing	—		—		—		—		—		—		—		—		—
(9+) Non-accrual	—		—		—		—		—		—		—		—		—
Total mortgage finance	$	—	$	—	$	—	$	—	$	—	$	—	$	5,441,689	$	—	$	5,441,689
Commercial real estate
(1-7) Pass	$	882,493	$	871,100	$	615,750	$	691,454	$	697,574	$	625,658	$	143,648	$	5,232	$	4,532,909
(8) Special mention	—		—		4,323		—		142,393		60,002		7,000		—		213,718
(9) Substandard - accruing	—		—		—		362		—		101		—		—		463
(9+) Non-accrual	—		—		18,500		—		20,923		—		—		—		39,423
Total commercial real estate	$	882,493	$	871,100	$	638,573	$	691,816	$	860,890	$	685,761	$	150,648	$	5,232	$	4,786,513
Consumer
(1-7) Pass	$	17,932	$	28,487	$	30,948	$	22,296	$	42,979	$	162,237	$	119,660	$	—	$	424,539
(8) Special mention	—		—		—		—		—		1,502		350		—		1,852
(9) Substandard - accruing	—		—		—		—		—		—		—		—		—
(9+) Non-accrual	—		—		—		—		—		69		—		—		69
Total consumer	$	17,932	$	28,487	$	30,948	$	22,296	$	42,979	$	163,808	$	120,010	$	—	$	426,460
Total	$	2,700,956	$	2,578,454	$	1,568,742	$	1,259,569	$	1,432,466	$	1,042,879	$	13,482,995	$	16,929	$	24,082,990
Gross charge-offs	$	184	$	3,201	$	7,314	$	16,359	$	7,636	$	3,857	$	10,885	$	—	$	49,436


(in thousands)	2025		2024		2023		2022		2021		2020 and prior		Revolving lines of credit		Revolving lines of credit converted to term loans		Total
December 31, 2025
Commercial
(1-7) Pass	$	2,038,311	$	1,164,863	$	671,070	$	670,995	$	107,970	$	143,631	$	6,977,639	$	9,359	$	11,783,838
(8) Special mention	7,659		16,204		16,093		42,441		15,346		1,239		39,073		—		138,055
(9) Substandard - accruing	25,513		8,824		44,506		—		34,641		4,192		27,830		—		145,506
(9+) Non-accrual	11,293		—		2,959		36,390		—		11,639		33,865		—		96,146
Total commercial	$	2,082,776	$	1,189,891	$	734,628	$	749,826	$	157,957	$	160,701	$	7,078,407	$	9,359	$	12,163,545
Mortgage finance
(1-7) Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	6,064,019	$	—	$	6,064,019
(8) Special mention	—		—		—		—		—		—		—		—		—
(9) Substandard - accruing	—		—		—		—		—		—		—		—		—
(9+) Non-accrual	—		—		—		—		—		—		—		—		—
Total mortgage finance	$	—	$	—	$	—	$	—	$	—	$	—	$	6,064,019	$	—	$	6,064,019
Commercial real estate
(1-7) Pass	$	781,062	$	565,727	$	941,760	$	1,543,106	$	423,708	$	608,352	$	254,480	$	5,305	$	5,123,500
(8) Special mention	743		45,137		728		90,752		61,132		1,530		7,800		766		208,588
(9) Substandard - accruing	10		25,880		—		—		—		—		—		—		25,890
(9+) Non-accrual	—		—		—		20,734		—		—		—		—		20,734
Total commercial real estate	$	781,815	$	636,744	$	942,488	$	1,654,592	$	484,840	$	609,882	$	262,280	$	6,071	$	5,378,712
Consumer
(1-7) Pass	$	36,507	$	37,851	$	28,181	$	50,765	$	72,924	$	113,440	$	94,258	$	—	$	433,926
(8) Special mention	—		—		—		—		—		—		—		—		—
(9) Substandard - accruing	—		—		—		—		—		—		—		—		—
(9+) Non-accrual	—		—		—		—		—		—		—		—		—
Total Consumer	$	36,507	$	37,851	$	28,181	$	50,765	$	72,924	$	113,440	$	94,258	$	—	$	433,926
Total	$	2,901,098	$	1,864,486	$	1,705,297	$	2,455,183	$	715,721	$	884,023	$	13,498,964	$	15,430	$	24,040,202
Gross charge-offs	$	11,233	$	704	$	4,234	$	8,958	$	28	$	2,011	$	25,715	$	—	$	52,883

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The following table details activity in the allowance for credit losses on loans. Allocation of a portion of the allowance to one category does not preclude its availability to absorb losses in other categories.


(in thousands)	Commercial		Mortgage Finance		Commercial Real Estate		Consumer		Total
Nine Months Ended September 30, 2026
Beginning balance	$	202,029	$	6,221	$	60,559	$	1,748	$	270,557

Provision for credit losses on loans	74,869		(2,837)		(24,286)		9		47,755
Charge-offs	42,338		—		7,098		—		49,436
Recoveries	1,266		—		184		7		1,457
Net charge-offs (recoveries)	41,072		—		6,914		(7)		47,979
Ending balance	$	235,826	$	3,384	$	29,359	$	1,764	$	270,333
Nine Months Ended September 30, 2025
Beginning balance	$	198,423	$	2,755	$	68,825	$	1,706	$	271,709

Provision for credit losses on loans	35,106		5,944		(2,306)		75		38,819
Charge-offs	37,011		—		931		—		37,942
Recoveries	1,019		—		413		8		1,440
Net charge-offs (recoveries)	35,992		—		518		(8)		36,502
Ending balance	$	197,537	$	8,699	$	66,001	$	1,789	$	274,026

The Company recorded a $47.8 million provision for credit losses on loans for the nine months ended September 30, 2026, compared to $38.8 million for the same period of 2025. The $47.8 million provision for credit losses on loans resulted primarily from an increase in criticized loans and $48.0 million in net charge-offs recorded during the nine months ended September 30, 2026. Criticized loans totaled $782.4 million at September 30, 2026, compared to $634.9 million at December 31, 2025.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. At September 30, 2026, the Company had $25.7 million in collateral-dependent commercial loans, collateralized by business assets, and $39.4 million in collateral-dependent commercial real estate loans, collateralized by real estate.

The table below provides an age analysis of loans held for investment:


(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Non-accrual(1)		Current		Total		Non-accrual With No Allowance
September 30, 2026
Commercial	$	1,576	$	21,888	$	52,807	$	76,271	$	82,845	$	13,269,212	$	13,428,328	$	13,324
Mortgage finance	—		—		—		—		—		5,441,689		5,441,689		—
Commercial real estate	1,584		1,115		—		2,699		39,423		4,744,391		4,786,513		18,500
Consumer	2,226		—		400		2,626		69		423,765		426,460		—
Total	$	5,386	$	23,003	$	53,207	$	81,596	$	122,337	$	23,879,057	$	24,082,990	$	31,824

(1)As of September 30, 2026, $676,000 of non-accrual loans were earning interest income on a cash basis compared to $470,000 as of December 31, 2025. Additionally, $175,000 interest income was recognized on non-accrual loans for the nine months ended September 30, 2026 compared to $630,000 recognized for the same period in 2025. Accrued interest of $6.2 million and $1.5 million was reversed during the nine months ended September 30, 2026 and September 30, 2025, respectively.

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Modifications to Borrowers Experiencing Financial Difficulty

The table below details loans held for investment made to borrowers experiencing financial difficulty that were modified during the three and nine months ended September 30, 2026 and September 30, 2025, by type of modification granted and the financial effect of those modifications:


											Financial Statement Impact
($ in thousands)	Payment Deferral		Term Extension		Payment Deferral and Term Extension		Total		Percentage of Loans Held for Investment		Interest Rate Reduction	Term Extension (in months)	Payment Deferrals
Three Months Ended September 30, 2026
Commercial	$	1,100	$	15,976	$	—	$	17,076	0.07	%	—%	7 to 8	$	18



Total	$	1,100	$	15,976	$	—	$	17,076	0.07	%
Three Months Ended September 30, 2025
Commercial	$	791	$	8,948	$	758	$	10,497	0.04	%	—%	3 to 6	$	814

Commercial real estate	—		—		17,505		17,505		0.07	%	—%	6	737

Total	$	791	$	8,948	$	18,263	$	28,002	0.12	%

Nine Months Ended September 30, 2026
Commercial	$	81,102	$	26,874	$	—	$	107,976	0.45	%	—%	4 to 8	$	5,356

Commercial real estate	—		—		16,859		16,859		0.07	%	—%	6	737

Total	$	81,102	$	26,874	$	16,859	$	124,835	0.52	%
Nine Months Ended September 30, 2025
Commercial	$	12,100	$	19,950	$	23,126	$	55,176	0.23	%	—%	3 to 26	$	6,711

Commercial real estate	18,163		—		17,505		35,668		0.15	%	—%	6	$	1,106

Total	$	30,263	$	19,950	$	40,631	$	90,844	0.37	%

The table below details loans held for investment that experienced a default during the periods presented subsequent to being granted a modification in the prior twelve months. Default is defined as movement to nonperforming status, foreclosure or charge-off, whichever occurs first.


(in thousands)	Payment Deferral		Term Extension		Payment Deferral and Term Extension		Total
Three Months Ended September 30, 2026
Commercial	$	6,688	$	—	$	—	$	6,688



Total	$	6,688	$	—	$	—	$	6,688
Three Months Ended September 30, 2025
Commercial	$	179	$	3,000	$	14,613	$	17,792



Total	$	179	$	3,000	$	14,613	$	17,792

Nine Months Ended September 30, 2026
Commercial	$	17,936	$	416	$	—	$	18,352



Total	$	17,936	$	416	$	—	$	18,352
Nine Months Ended September 30, 2025
Commercial	$	25,675	$	9,537	$	14,613	$	49,825

Commercial real estate	—		—		13,500		13,500

Total	$	25,675	$	9,537	$	28,113	$	63,325

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The table below provides an age analysis of loans held for investment made to borrowers experiencing financial difficulty that were modified in the prior twelve months:


(in thousands)	30-89 Days Past Due		90+ Days Past Due		Non-Accrual		Current		Total
September 30, 2026
Commercial	$	15,226	$	18,000	$	45,023	$	33,300	$	111,549

Commercial real estate	—		—		16,295		—		16,295

Total	$	15,226	$	18,000	$	61,318	$	33,300	$	127,844
September 30, 2025
Commercial	$	758	$	—	$	47,849	$	18,157	$	66,764

Commercial real estate	—		—		17,506		—		17,506

Total	$	758	$	—	$	65,355	$	18,157	$	84,270

(5) Short-Term Borrowings and Long-Term Debt

The table below presents a summary of short-term borrowings:


(in thousands)	September 30, 2026		December 31, 2025
Federal funds purchased	$	—	$	30,000

Federal Home Loan Bank (“FHLB”) borrowings	—		300,000
Total short-term borrowings	$	—	$	330,000

The table below presents a summary of long-term debt:



(in thousands)	September 30, 2026		December 31, 2025


Bank-issued 5.25% fixed rate subordinated notes due 2026	$	—	$	134,509
Company-issued 4.00% fixed rate subordinated notes due 2031	—		372,660
Company-issued 5.301% fixed-to-floating rate senior notes due February 2032	373,864		—
Trust preferred floating rate subordinated debentures due November 2032 to December 2036	113,406		113,406
Total long-term debt	$	487,270	$	620,575

In the first quarter of 2026, the Bank-issued 5.25% fixed rate subordinated notes due 2026 matured and were repaid in full. In the second quarter of 2026, the Company-issued 4.00% fixed rate subordinated notes due 2031 were redeemed and repaid in full.

On February 27, 2026, the Company issued $400.0 million of fixed-to-floating senior notes. The notes are redeemable, in whole or in part, on February 27, 2031 and mature on February 27, 2032. The notes bear interest at a fixed annual rate of 5.301%, payable semi-annually, for an initial five-year period and at a floating rate per annum equal to the compounded Secured Overnight Financing Rate (“SOFR”) plus 1.94%, payable quarterly, for the final year.

(6) Financial Instruments with Off-Balance Sheet Risk

The table below presents the Company’s financial instruments with off-balance sheet risk, as well as the activity in the allowance for off-balance sheet credit losses related to those financial instruments.


(in thousands)	Commercial		Mortgage Finance		Commercial Real Estate		Consumer		Total
Nine Months Ended September 30, 2026
Beginning balance	$	58,209	$	16	$	3,979	$	51	$	62,255
Provision for off-balance sheet credit losses	4,871		18		(1,645)		1		3,245
Ending balance	$	63,080	$	34	$	2,334	$	52	$	65,500
Nine Months Ended September 30, 2025
Beginning balance	$	47,907	$	23	$	5,351	$	51	$	53,332
Provision for off-balance sheet credit losses	5,717		2		(522)		(16)		5,181
Ending balance	$	53,624	$	25	$	4,829	$	35	$	58,513


(in thousands)							September 30, 2026		December 31, 2025

Commitments to extend credit - period end balance							$	11,732,168	$	12,193,441
Standby letters of credit - period end balance							819,492		610,178

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(7) Regulatory Ratios and Capital

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules adopted by U.S. federal banking agencies, among other things, (i) establish the capital measure called “Common Equity Tier 1” (“CET1”), (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 Capital” instruments meeting stated requirements, (iii) require that most deductions/adjustments to regulatory capital measures be made to CET1 and not to other components of capital and (iv) define the scope of the deductions/adjustments to the capital measures.

Additionally, the Basel III Capital Rules require that the Company maintain a 2.5% capital conservation buffer comprised of CET1, with respect to each of CET1, Tier 1 and total capital to risk-weighted asset ratios. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. During the nine months ended September 30, 2026, the Company declared and paid common stock dividends of $17.3 million, representing $0.40 per common share. No common stock dividends were paid in 2025. On October 21, 2026, the Company’s board of directors declared a cash dividend of $0.20 per common share payable on December 15, 2026, to holders of record at the close of business on December 1, 2026.

Effective December 12, 2025, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases. Effective October 20, 2026, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases. The new share repurchase program will expire on October 31, 2027, but may be suspended or discontinued at any time. The remaining repurchase authorization under the December 12, 2025 share repurchase program was terminated upon authorization of this new program.

During the nine months ended September 30, 2026, the Company repurchased 2,061,431 shares of its common stock for an aggregate purchase price, including excise tax expense, of $201.7 million, at a weighted average price of $97.00 per share.

Because the Bank had less than $15.0 billion in total consolidated assets as of December 31, 2009, it is allowed to continue to classify the trust preferred securities, all of which were issued prior to May 19, 2010, as Tier 1 capital.

The table below summarizes the Company’s and the Bank’s actual and required capital ratios under the Basel III Capital Rules and other standards. As shown in the table below, the Company’s and Bank’s capital ratios exceeded the regulatory definition of well capitalized as of September 30, 2026 and December 31, 2025.


					September 30, 2026				December 31, 2025
($ in thousands)	Minimum Capital Required(2)		Capital Required to be Well Capitalized		Capital Amount		Ratio		Capital Amount		Ratio
The Company
CET1 capital (to risk-weighted assets)	7.00	%	N/A		$	3,436,713	12.20	%	$	3,394,471	12.13	%
Tier 1 capital (to risk-weighted assets)	8.50	%	6.00	%	3,846,713		13.65	%	3,804,471		13.60	%
Total capital (to risk-weighted assets)	10.50	%	10.00	%	4,182,546		14.84	%	4,509,943		16.12	%
Tier 1 capital (to average assets)(1)	4.00	%	N/A		3,846,713		11.65	%	3,804,471		11.65	%
The Bank
CET1 capital (to risk-weighted assets)	7.00	%	6.50	%	$	3,610,018	12.89	%	$	3,618,691	13.01	%
Tier 1 capital (to risk-weighted assets)	8.50	%	8.00	%	3,610,018		12.89	%	3,618,691		13.01	%
Total capital (to risk-weighted assets)	10.50	%	10.00	%	3,945,851		14.08	%	3,951,503		14.20	%
Tier 1 capital (to average assets)(1)	4.00	%	5.00	%	3,610,018		11.03	%	3,618,691		11.18	%

(1) The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, the Federal Reserve Board and the Federal Deposit Insurance Corporation may require the Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.

(2) Percentages represent the minimum capital ratios plus, as applicable, the fully phased-in 2.5% CET1 capital buffer under the Basel III Capital Rules.

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(8) Stock-Based Compensation

The Company has long-term incentive plans under which stock-based compensation awards are granted to employees and directors by the Company’s board of directors or its designated committee. Grants are subject to vesting requirements and may include, among other things, nonqualified stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock and performance units, or any combination thereof.

The table below summarizes the Company’s stock-based compensation expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025


Stock-settled RSUs	$	4,344	$	5,146	$	21,470	$	20,425

Cash-settled units	3,508		3,091		13,655		8,189
Total	$	7,852	$	8,237	$	35,125	$	28,614


(in thousands except period data)	September 30, 2026
Unrecognized compensation expense related to unvested stock-settled RSUs	$	26,056
Weighted average period over which stock-settled RSUs expense is expected to be recognized, in years	1.9
Unrecognized compensation expense related to cash-settled units	$	25,272
Weighted average period over which cash-settled units expense is expected to be recognized, in years	1.9

(9) Fair Value Disclosures

The Company determines the fair market values of its assets and liabilities measured at fair value on a recurring and nonrecurring basis using the fair value hierarchy as prescribed in Accounting Standards Codification 820, Fair Value Measurement. See Note 1 - Operations and Summary of Significant Accounting Policies in the 2025 Form 10-K for information regarding the fair value hierarchy and a description of the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial statements.

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Assets and liabilities measured at fair value are as follows:


	Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3
September 30, 2026
Available-for-sale debt securities:(1)


Residential mortgage-backed securities	$	—	$	3,850,217	$	—


Commercial mortgage-backed securities	—		235,519		—
Credit risk transfer securities	—		—		10,119
Equity securities(1)	32,007		10,000		—



Loans held for investment(2)	—		—		26,865

Derivative assets(1)	—		14,461		—
Other trading assets(1)	40		—		—
Derivative liabilities(1)	—		140,096		—
Securities sold not yet purchased(1)	12,297		—		—
Non-qualified deferred compensation plan liabilities(3)	18,015		—		—
December 31, 2025
Available-for-sale debt securities:(1)


Residential mortgage-backed securities	$	—	$	3,692,646	$	—


Commercial mortgage-backed securities	—		248,012		—
Credit risk transfer securities	—		—		10,797
Equity securities(1)	31,998		10,000		—
Trading debt securities(1)	—		3,924		—

Loans held for investment(2)	—		—		20,844
Derivative assets(1)	—		40,892		—
Derivative liabilities(1)	—		24,458		—
Securities sold not yet purchased(1)	12,026		—		—
Non-qualified deferred compensation plan liabilities(3)	18,989		—		—

(1)Assets and liabilities measured at fair value on a recurring basis, generally monthly.

(2)Includes collateral-dependent loans held for investment for which a specific allocation of the allowance for credit losses is based upon the fair value of the loan’s underlying collateral, measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions.

(3)Non-qualified deferred compensation plan liabilities represent the fair value of the obligation to the employee, which generally corresponds to the fair value of the invested assets, and are measured at fair value on a recurring basis, generally monthly.

Level 3 Valuations

The following table presents a reconciliation of the level 3 fair value category measured at fair value on a recurring basis:


							Net Gains/(Losses)
(in thousands)	Balance at Beginning of Period		Purchases / Additions		Sales / Reductions		Realized		Unrealized		Balance at End of Period
Three Months Ended September 30, 2026
Available-for-sale debt securities:(1)

Credit risk transfer securities	$	10,281	$	—	$	(220)	$	—	$	58	$	10,119

Three Months Ended September 30, 2025
Available-for-sale debt securities:(1)

Credit risk transfer securities	$	11,367	$	—	$	(382)	$	—	$	8	$	10,993

Nine Months Ended September 30, 2026
Available-for-sale debt securities:(1)

Credit risk transfer securities	$	10,797	$	—	$	(796)	$	—	$	118	$	10,119

Nine Months Ended September 30, 2025
Available-for-sale debt securities:(1)

Credit risk transfer securities	$	11,926	$	—	$	(1,019)	$	—	$	86	$	10,993

(1)Unrealized gains/(losses) on available-for-sale debt securities are recorded in AOCI. Realized gains/(losses) are recorded in other non-interest income on the consolidated statements of income and other comprehensive income.

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Credit risk transfer securities

The fair value of credit risk transfer securities is based on a discounted cash flow model, which utilizes Level 3 inputs, the most significant of which were a discount rate and weighted-average life. At September 30, 2026, the discount rates utilized ranged from 5.72% to 6.85% and the weighted-average life ranged from 3.76 years to 5.40 years. On a combined amortized cost weighted-average basis a discount rate of 6.24% and a weighted-average life of 4.52 years were utilized to determine the fair value of these securities at September 30, 2026. At December 31, 2025, the combined weighted-average discount rate and weighted-average life utilized were 5.16% and 4.65 years, respectively.

Loans held for investment

Certain collateral-dependent loans held for investment are reported at fair value when, based upon an individual evaluation, the specific allocation of the allowance for credit losses that is deducted from the loan's amortized cost is based upon the fair value of the loan's underlying collateral. The $26.9 million fair value of loans held for investment at September 30, 2026 reported above includes impaired loans with a carrying value of $46.6 million that were reduced by specific allowance allocations totaling $19.7 million based on collateral valuations utilizing Level 3 inputs. The $20.8 million fair value of loans held for investment at December 31, 2025 reported above includes impaired loans with a carrying value of $30.1 million that were reduced by specific allowance allocations totaling $9.3 million based on collateral valuations utilizing Level 3 inputs.

Fair Value of Financial Instruments

A summary of the carrying amounts and estimated fair values of financial instruments is as follows:


	Carrying Amount		Estimated Fair Value
(in thousands)			Total		Level 1		Level 2		Level 3
September 30, 2026
Financial assets:
Cash and cash equivalents	$	2,674,159	$	2,674,159	$	2,674,159	$	—	$	—
Available-for-sale debt securities	4,095,855		4,095,855		—		4,085,736		10,119
Held-to-maturity debt securities	672,881		575,384		—		575,384		—
Equity securities	42,007		42,007		32,007		10,000		—


Loans held for sale	28,676		28,813		—		28,813		—
Loans held for investment, net	23,812,657		23,536,212		—		—		23,536,212
Derivative assets	14,461		14,461		—		14,461		—
Other trading assets	40		40		40		—		—
Financial liabilities:
Total deposits	27,715,655		27,788,533		—		—		27,788,533

Long-term debt	487,270		470,958		—		470,958		—
Derivative liabilities	140,096		140,096		—		140,096		—
Securities sold not yet purchased	12,297		12,297		12,297		—		—
December 31, 2025
Financial assets:
Cash and cash equivalents	$	2,099,118	$	2,099,118	$	2,099,118	$	—	$	—
Available-for-sale debt securities	3,951,455		3,951,455		—		3,940,658		10,797
Held-to-maturity debt securities	725,722		654,832		—		654,832		—
Equity securities	41,998		41,998		31,998		10,000		—
Trading debt securities	3,924		3,924		—		3,924		—
Loans held for sale	4,361		4,361				4,361
Loans held for investment, net	23,769,645		23,604,206		—		—		23,604,206
Derivative assets	40,892		40,892		—		40,892		—
Financial liabilities:
Total deposits	26,448,767		26,450,932		—		—		26,450,932
Short-term borrowings	330,000		330,000		—		330,000		—
Long-term debt	620,575		593,610		—		593,610		—
Derivative liabilities	24,458		24,458		—		24,458		—
Securities sold not yet purchased	12,026		12,026		12,026		—		—

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(10) Derivative Financial Instruments

The notional amounts and estimated fair values of derivative positions outstanding are presented in the following table.


	September 30, 2026						December 31, 2025
			Estimated Fair Value						Estimated Fair Value
(in thousands)	Notional Amount		Asset Derivative		Liability Derivative		Notional Amount		Asset Derivative		Liability Derivative
Derivatives designated as hedges
Cash flow hedges:
Interest rate contracts:
Swaps hedging loans	$	3,200,000	$	—	$	42,433	$	2,050,000	$	4,067	$	770
Fair value hedges:
Interest rate contracts:
Swaps hedging long-term debt	400,000		—		23,228		—		—		—
Non-hedging derivatives
Customer-initiated and other derivatives:
Foreign currency forward contracts	1,026,335		8,327		7,751		265,943		1,212		984
Commodity contracts	232,235		7,258		6,517		—		—		—
Interest rate contracts:
Swaps	7,322,926		63,651		63,651		6,669,382		31,587		31,587
Caps and floors written	2,852,851		202		9,314		2,740,883		3,718		1,054
Caps and floors purchased	2,894,131		9,331		219		2,782,162		1,179		3,842
Forward contracts	28,748,524		299,355		293,157		22,454,928		40,214		40,021
Gross derivatives			388,124		446,270				81,977		78,258
Netting adjustment - offsetting derivative assets/liabilities			(206,671)		(206,671)				(33,926)		(33,926)
Netting adjustment - cash collateral received/posted			(166,992)		(99,503)				(7,159)		(19,874)
Net derivatives included on the consolidated balance sheets			$	14,461	$	140,096			$	40,892	$	24,458

In the second quarter of 2026, the Company entered into commodity contract derivative instruments with customers while at the same time entering into offsetting commodity contract derivative instruments with another financial institution. These transactions allow customers to effectively manage their exposure to commodity value fluctuations. Any changes in the fair value of the underlying derivative instruments substantially offset each other, with any difference recorded in trading income on the consolidated statements of income and other comprehensive income.

The Company’s credit exposure on derivative instruments is limited to the net favorable value and interest payments by each counterparty. In some cases, collateral may be required from the counterparties involved if the net value of the derivative instruments exceeds a nominal amount. The Company’s credit exposure associated with these instruments, net of any collateral pledged, was approximately $14.5 million at September 30, 2026 and approximately $40.9 million at December 31, 2025. Collateral levels are monitored and adjusted on a regular basis for changes in the value of derivative instruments. At September 30, 2026, the Company had $113.1 million in cash collateral pledged to counterparties included in interest bearing cash and cash equivalents on the consolidated balance sheet and $52.9 million in cash collateral received from counterparties included in interest bearing deposits on the consolidated balance sheet. The comparative amounts at December 31, 2025, were $29.5 million in cash collateral pledged to counterparties and $7.6 million cash collateral received from counterparties.

The Company also enters into credit risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which the Company is either a participant or a lead bank. The risk participation agreements entered into by the Company as a participant bank provide credit protection to the financial institution counterparty should the borrower fail to perform on its interest rate derivative contract with that financial institution. The Company is party to 26 risk participation agreements where it acts as a participant bank with a notional amount of $520.0 million at September 30, 2026, compared to 23 risk participation agreements with a notional amount of $338.1 million at December 31, 2025. The maximum estimated exposure to these agreements, assuming 100% default by all obligors, was approximately $9.8 million at September 30, 2026 and $510,000 at December 31, 2025. The fair value of these exposures was insignificant to the consolidated financial statements at both September 30, 2026 and December 31, 2025. Risk participation agreements entered into by the Company as the lead bank provide credit protection should the borrower fail to perform on its interest rate derivative contract. The Company is party to 51 risk participation agreements where the Company acts as the lead bank having a notional amount of $636.1 million at September 30, 2026, compared to 47 agreements having a notional amount of $603.1 million at December 31, 2025.

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Derivatives Designated as Cash Flow Hedges

The Company enters into interest rate derivative contracts that are designated as qualifying cash flow hedges to hedge the exposure to variability in expected future cash flows attributable to changes in a contractually specified interest rate.

During the nine months ended September 30, 2026, the Company recorded $49.7 million in unrealized losses to adjust its cash flow hedges to fair value, which was recorded net of tax to AOCI, and reclassified $3.4 million from AOCI as a decrease to interest income on loans. Based on current market conditions, the Company estimates that during the next 12 months, an additional $24.7 million will be reclassified from AOCI as a decrease to interest income. As of September 30, 2026, the maximum length of time over which forecasted transactions are hedged is 2.00 years.

Derivatives Designated as Fair Value Hedges
The Company enters into interest rate derivative contracts that are designated as qualifying fair value hedges to hedge the exposure to variability in fair value attributable to changes in a contractually specified interest rate. To qualify for hedge accounting the hedging relationship, both at inception and on an ongoing basis, must be expected to be highly effective in achieving offsetting fair value adjustments attributable to the hedged risk during the term of the hedge if a fair value hedge. As of September 30, 2026, all of the Company’s fair value hedges are accounted for using the shortcut method. The shortcut method assumes perfect hedge effectiveness and eliminates the quantitative aspect of assessing hedge effectiveness. The fair value hedges are recorded at fair value in other assets and other liabilities on the consolidated balance sheets with changes in fair value recorded in the same income statement line item as the offsetting unrealized loss or gain on the hedged item attributable to the risk being hedged.

During the first quarter of 2026, the Company entered into a receive-fixed, pay-variable interest rate swap contract to hedge the change in the fair value due to fluctuations in market interest rates for the $400.0 million Company-issued 5.301% fixed-to-floating rate senior notes. The change in fair value of the fair value hedge is recorded through earnings with an exact offset against the change in the fair value of the hedged item within interest expense on long-term debt in the consolidated statements of income and other comprehensive income. During the nine months ended September 30, 2026, the Company recorded $870,000 in interest expense on long-term debt related to interest settlements on derivatives. As of September 30, 2026, the carrying amount of the hedged liability was $373.9 million, which included a $23.2 million cumulative basis reduction related to the application of hedge accounting.

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(11) Accumulated Other Comprehensive Income

The following table provides the change in AOCI by component:


(in thousands)	Cash Flow Hedges		Available-for-Sale Securities		Held-to-Maturity Securities		Total
Three Months Ended September 30, 2026
Beginning balance	$	(14,255)	$	(55,809)	$	(28,816)	$	(98,880)
Change in unrealized gain/(loss)	(25,035)		(174,800)		—		(199,835)
Amounts reclassified into net income	1,214		—		1,558		2,772
Total other comprehensive income/(loss)	(23,821)		(174,800)		1,558		(197,063)
Income tax expense/(benefit)	(5,478)		(40,204)		358		(45,324)
Total other comprehensive income/(loss), net of tax	(18,343)		(134,596)		1,200		(151,739)
Ending balance	$	(32,598)	$	(190,405)	$	(27,616)	$	(250,619)
Three Months Ended September 30, 2025
Beginning balance	$	(1,372)	$	(77,761)	$	(33,798)	$	(112,931)
Change in unrealized gain/(loss)	78		30,831		—		30,909
Amounts reclassified into net income	4,525		—		1,647		6,172
Total other comprehensive income/(loss)	4,603		30,831		1,647		37,081
Income tax expense/(benefit)	1,040		6,962		372		8,374
Total other comprehensive income/(loss), net of tax	3,563		23,869		1,275		28,707
Ending balance	$	2,191	$	(53,892)	$	(32,523)	$	(84,224)

Nine Months Ended September 30, 2026
Beginning balance	$	3,100	$	(36,563)	$	(31,122)	$	(64,585)
Change in unrealized gain/(loss)	(49,743)		(199,795)		—		(249,538)
Amounts reclassified into net income	3,382		—		4,553		7,935
Total other comprehensive income/(loss)	(46,361)		(199,795)		4,553		(241,603)
Income tax expense/(benefit)	(10,663)		(45,953)		1,047		(55,569)
Total other comprehensive income/(loss), net of tax	(35,698)		(153,842)		3,506		(186,034)
Ending balance	$	(32,598)	$	(190,405)	$	(27,616)	$	(250,619)
Nine Months Ended September 30, 2025
Beginning balance	$	(15,275)	$	(131,531)	$	(36,301)	$	(183,107)
Change in unrealized gain/(loss)	943		100,283		—		101,226
Amounts reclassified into net income	21,618		—		4,880		26,498
Total other comprehensive income/(loss)	22,561		100,283		4,880		127,724
Income tax expense/(benefit)	5,095		22,644		1,102		28,841
Total other comprehensive income/(loss), net of tax	17,466		77,639		3,778		98,883
Ending balance	$	2,191	$	(53,892)	$	(32,523)	$	(84,224)

(12) New Accounting Standards

Accounting Standards Update 2026-03 “Fair Value Measurement (Topic 820): Investment Companies with Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2026-03”) requires investment companies holding equity securities with contractual restrictions on their sale to consider the effect of the contractual sale restriction when measuring an equity security’s fair value. ASU 2026-03 will be effective for the Company beginning January 1, 2028, including interim periods within that fiscal year with early adoption permitted, and is not expected to have a significant impact on the Company’s financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations for the three and nine months ended September 30, 2026 and 2025 should be read in conjunction with its audited consolidated financial statements and the related notes to the consolidated financial statements included in the 2025 Form 10-K. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or any future period.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of and pursuant to the Private Securities Litigation Reform Act of 1995 regarding, among other things, the Company’s financial condition, results of operations, business plans and future performance. These statements are not historical in nature and may often be identified by the use of words such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, trends, guidance, expectations and future plans.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent and various uncertainties, risks, and changes in circumstances that are difficult to predict, may change over time, are based on management’s expectations and assumptions at the time the statements are made and are not guarantees of future results. Numerous risks and other factors, many of which are beyond management’s control, could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. While there can be no assurance that any list of risks is complete, important risks and other factors that could cause actual results to differ materially from those contemplated by forward-looking statements include, but are not limited to: economic or business conditions in Texas, the United States or globally that impact TCBI or its customers; negative credit quality developments arising from the foregoing or other factors, including trade policies, geopolitical conflicts, inflation, including increased energy costs, unemployment rates and interest rates; TCBI’s ability to innovate, to anticipate the needs of our current and future customers and to manage increased or expanded competition from banks and other financial service providers in TCBI’s markets; TCBI’s ability to effectively manage its liquidity and maintain adequate regulatory capital to support its businesses; TCBI’s ability to pursue and execute upon growth plans, whether as a function of capital, liquidity or other limitations; TCBI’s ability to successfully execute its business strategy, including its strategic plan and developing and executing new lines of business, products and services; risks related to potential strategic acquisitions, including the risk that TCBI may not be able to consummate acquisitions on favorable terms, if at all, and the risk that TCBI may not realize the anticipated benefits from acquisitions; the extensive regulations to which TCBI is subject and its ability to comply with applicable governmental regulations, including legislative and regulatory changes; TCBI’s ability to effectively manage information technology systems, including third-party vendors, cyber or data privacy incidents or other failures, outages, disruptions or security breaches; TCBI’s ability to use technology to provide products and services to its customers; risks related to the development and use of artificial intelligence; changes in interest rates, including the impact of interest rates on TCBI’s securities portfolio and funding costs, as well as related balance sheet implications stemming from the fair value of our assets and liabilities; the effectiveness of TCBI’s risk management processes, strategies and monitoring; fluctuations in commercial and residential real estate values, especially as they relate to the value of collateral supporting TCBI’s loans; TCBI’s ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss; adverse developments in the banking industry and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments, including in the context of regulatory examinations and related findings and actions; negative press and social media attention with respect to the banking industry or TCBI, in particular; claims, litigation or regulatory investigations and actions that TCBI may become subject to; the failure to identify, attract and retain key personnel and other employees and to engage in adequate succession planning; the transfer of the listing of TCBI’s securities to TXSE, a newly operational exchange, and its effect on the trading market, liquidity and price of TCBI’s securities; severe weather, natural disasters, climate change, acts of war, terrorism, global or other geopolitical conflicts, or other external events, as well as related legislative and regulatory initiatives; and the risks and factors more fully described in TCBI’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents and filings with the SEC. The information contained in this report speaks only as of its date. Except to the extent required by applicable law or regulation, we disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.

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Results of Operations

Selected income statement data and key performance indicators are presented in the table below:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands except per share data)	2026			2025			2026			2025
Net interest income	$	274,983		$	271,771		$	790,079		$	761,200
Provision for credit losses	17,000			12,000			51,000			44,000
Non-interest income	81,643			68,583			226,027			167,096
Non-interest expense	203,924			190,575			622,985			583,871
Income before income taxes	135,702			137,779			342,121			300,425
Income tax expense	31,997			32,569			79,680			70,840
Net income	103,705			105,210			262,441			229,585
Preferred stock dividends	4,313			4,313			12,938			12,938
Net income available to common stockholders	$	99,392		$	100,897		$	249,503		$	216,647
Basic earnings per common share	$	2.30		$	2.21		$	5.72		$	4.72
Diluted earnings per common share	$	2.28		$	2.18		$	5.66		$	4.67
Net interest margin	3.44		%	3.47		%	3.38		%	3.34		%
Return on average assets (“ROA”)	1.25		%	1.30		%	1.08		%	0.97		%
Return on average common equity (“ROE”)	11.57		%	12.04		%	9.84		%	9.02		%
Efficiency ratio(1)	57.2		%	56.0		%	61.3		%	62.9		%
Non-interest income to average earning assets	1.02		%	0.88		%	0.97		%	0.73		%
Non-interest expense to average earning assets	2.55		%	2.44		%	2.66		%	2.57		%

(1) Non-interest expense divided by the sum of net interest income and non-interest income.

Three months ended September 30, 2026 compared to three months ended September 30, 2025

The Company reported net income of $103.7 million and net income available to common stockholders of $99.4 million for the third quarter of 2026, compared to net income of $105.2 million and net income available to common stockholders of $100.9 million for the third quarter of 2025. On a fully diluted basis, earnings per common share was $2.28 for the third quarter of 2026, compared to $2.18 for the same period in 2025. ROE was 11.57% and ROA was 1.25% for the third quarter of 2026, compared to 12.04% and 1.30%, respectively, for the same period in 2025. The decrease in net income for the three months ended September 30, 2026 compared to the same period in 2025 resulted primarily from an increase in non-interest expense, partially offset by an increase in non-interest income.

Nine months ended September 30, 2026 compared to nine months ended September 30, 2025

The Company reported net income of $262.4 million and net income available to common stockholders of $249.5 million for the nine months ended September 30, 2026, compared to net income of $229.6 million and net income available to common stockholders of $216.6 million for the same period in 2025. On a fully diluted basis, earnings per common share was $5.66 for the nine months ended September 30, 2026, compared to $4.67 for the same period in 2025. ROE was 9.84% and ROA was 1.08% for the nine months ended September 30, 2026, compared to 9.02% and 0.97%, respectively, for the same period in 2025. The increase in net income for the nine months ended September 30, 2026 compared to the same period in 2025 resulted primarily from increases in net interest income and non-interest income, partially offset by increases in provision for credit losses and non-interest expense.

Details of the changes in the various components of net income are discussed below.

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Taxable Equivalent Net Interest Income Analysis - Quarterly(1)


	Three Months Ended September 30, 2026						Three Months Ended September 30, 2025
($ in thousands)	Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate
Assets
Debt and equity securities(2)	$	4,582,191	$	50,936	4.31	%	$	4,635,066	$	49,401	4.14	%
Interest bearing cash and cash equivalents	2,905,372		26,936		3.68	%	2,920,102		32,202		4.38	%
Loans held for sale(3)	11,434		213		7.39	%	—		—		—	%
Loans held for investment, mortgage finance	5,769,930		60,493		4.16	%	5,472,467		59,604		4.32	%
Loans held for investment(3)	18,759,118		319,511		6.76	%	18,253,451		319,921		6.95	%
Less: Allowance for credit losses on loans	267,448		—		—		277,385		—		—
Loans held for investment, net	24,261,600		380,004		6.21	%	23,448,533		379,525		6.42	%
Total earning assets	31,760,597		458,089		5.70	%	31,003,701		461,128		5.88	%
Cash and other assets	1,171,805						1,159,008
Total assets	$	32,932,402					$	32,162,709
Liabilities and Stockholders’ Equity
Transaction deposits	$	3,830,036	$	27,428	2.84	%	$	2,251,217	$	13,987	2.46	%
Savings deposits	14,159,289		123,103		3.45	%	14,650,152		143,327		3.88	%
Time deposits	2,396,968		23,986		3.97	%	2,158,228		23,465		4.31	%

Total interest bearing deposits	20,386,293		174,517		3.40	%	19,059,597		180,779		3.76	%
Short-term borrowings	8,804		84		3.75	%	44,022		534		4.82	%
Long-term debt	497,635		7,576		6.04	%	620,348		7,531		4.82	%
Total interest bearing liabilities	20,892,732		182,177		3.46	%	19,723,967		188,844		3.80	%
Non-interest bearing deposits	7,875,652						8,351,524
Other liabilities	454,891						463,034
Stockholders’ equity	3,709,127						3,624,184
Total liabilities and stockholders’ equity	$	32,932,402					$	32,162,709
Net interest income			$	275,912					$	272,284
Net interest margin					3.44	%					3.47	%

(1)Taxable equivalent rates used where applicable.

(2)Yields are calculated using available-for-sale debt securities at amortized cost.

(3)Average balances include non-accrual loans.

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Taxable Equivalent Net Interest Income Analysis - Year to Date(1)




	Nine Months Ended September 30, 2026						Nine Months Ended September 30, 2025
($ in thousands)	Average Balance		Revenue / Expense		Yield / Rate		Average Balance		Revenue / Expense		Yield / Rate
Assets
Debt and equity securities(2)	$	4,587,108	$	146,851	4.22	%	$	4,557,996	$	141,965	4.05	%
Interest bearing cash and cash equivalents	2,702,628		73,627		3.64	%	3,274,086		107,994		4.41	%
Loans held for sale(3)	5,901		217		4.92	%	110		2		2.97	%
Loans held for investment, mortgage finance	5,774,820		175,928		4.07	%	4,929,539		156,838		4.25	%
Loans held for investment(3)	18,476,249		922,266		6.67	%	17,935,710		922,154		6.87	%
Less: Allowance for credit losses on loans	269,261		—		—	%	276,076		—		—	%
Loans held for investment, net	23,981,808		1,098,194		6.12	%	22,589,173		1,078,992		6.39	%
Total earning assets	31,277,445		1,318,889		5.63	%	30,421,365		1,328,953		5.82	%
Cash and other assets	1,178,643						1,144,443
Total assets	$	32,456,088					$	31,565,808
Liabilities and Stockholders’ Equity
Transaction deposits	$	3,070,779	$	59,273	2.58	%	$	2,209,490	$	41,626	2.52	%
Savings deposits	14,070,148		360,390		3.42	%	13,916,232		411,176		3.95	%
Time deposits	2,531,404		75,785		4.00	%	2,282,419		77,711		4.55	%

Total interest bearing deposits	19,672,331		495,448		3.37	%	18,408,141		530,513		3.85	%
Short-term borrowings	214,026		5,996		3.75	%	364,641		12,224		4.48	%
Long-term debt	604,715		24,661		5.45	%	643,274		23,534		4.89	%
Total interest bearing liabilities	20,491,072		526,105		3.43	%	19,416,056		566,271		3.90	%
Non-interest bearing deposits	7,809,264						8,141,135
Other liabilities	466,648						496,644
Stockholders’ equity	3,689,104						3,511,973
Total liabilities and stockholders’ equity	$	32,456,088					$	31,565,808
Net interest income			$	792,784					$	762,682
Net interest margin					3.38	%					3.34	%

(1)Taxable equivalent rates used where applicable.

(2)Yields are calculated using available-for-sale debt securities at amortized cost.

(3)Average balances include non-accrual loans.

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Volume/Rate Analysis

The following table presents the changes in taxable equivalent net interest income and identifies the changes due to differences in the average volume of earning assets and interest bearing liabilities and the changes due to differences in the average interest rate on those assets and liabilities.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2026/2025						2026/2025
	Net Change		Change Due To(1)				Net Change		Change Due To(1)
(in thousands)			Volume		Yield/Rate(2)				Volume		Yield/Rate(2)
Interest income
Debt and equity securities	$	1,535	$	(552)	$	2,087	$	4,886	$	882	$	4,004
Interest bearing cash and cash equivalents	(5,266)		(163)		(5,103)		(34,367)		(18,849)		(15,518)
Loans held for sale	213		—		213		215		129		86
Loans held for investment, mortgage finance	889		3,239		(2,350)		19,090		26,870		(7,780)
Loans held for investment	(410)		8,858		(9,268)		112		27,775		(27,663)
Total interest income	(3,039)		11,382		(14,421)		(10,064)		36,807		(46,871)
Interest expense
Transaction deposits	13,441		9,790		3,651		17,647		16,234		1,413
Savings deposits	(20,224)		(4,801)		(15,423)		(50,786)		4,547		(55,333)
Time deposits	521		2,594		(2,073)		(1,926)		8,473		(10,399)
Short-term borrowings	(450)		(428)		(22)		(6,228)		(5,047)		(1,181)
Long-term debt	45		(1,491)		1,536		1,127		(1,410)		2,537
Total interest expense	(6,667)		5,664		(12,331)		(40,166)		22,797		(62,963)
Net interest income	$	3,628	$	5,718	$	(2,090)	$	30,102	$	14,010	$	16,092

(1)Yield/rate and volume variances are allocated to yield/rate.

(2)Taxable equivalent rates used where applicable assuming a 21% tax rate.

Net Interest Income

Net interest income was $275.0 million for the three months ended September 30, 2026, compared to $271.8 million for the same period in 2025. The increase was primarily due to an increase in average earning assets and a decrease in funding costs, partially offset by a decrease in earning asset yields and an increase in average interest bearing deposits.

Average earning assets for the three months ended September 30, 2026 increased $756.9 million compared to the same period in 2025, which included increases of $803.1 million in average total loans held for investment and $11.4 million in average loans held for sale, partially offset by decreases of $14.7 million in average interest bearing cash and cash equivalents and $52.9 million in average investment securities. Average interest bearing liabilities increased $1.2 billion for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to an increase of $1.3 billion in average interest bearing deposits, partially offset by a $35.2 million decrease in average short-term borrowings and a decrease of $122.7 million in average long-term debt. Average non-interest bearing deposits for the three months ended September 30, 2026 decreased to $7.9 billion from $8.4 billion for the same period in 2025.

Net interest margin for the three months ended September 30, 2026 was 3.44%, compared to 3.47% for the same period in 2025. The decrease in net interest margin was primarily due to lower average earning asset yields, partially offset by a decrease in the cost of interest bearing deposits.

The yield on total loans held for investment decreased to 6.21% for the three months ended September 30, 2026, compared to 6.42% for the same period in 2025, and the yield on earning assets decreased to 5.70% for the three months ended September 30, 2026, compared to 5.88% for the same period in 2025. Total cost of deposits decreased to 2.45% for the three months ended September 30, 2026 from 2.62% for the same period in 2025, and total funding costs, including non-interest bearing deposits and stockholders' equity, decreased to 2.23% for the three months ended September 30, 2026, compared to 2.36% for the same period in 2025.

Net interest income was $790.1 million for the nine months ended September 30, 2026, compared to $761.2 million for the same period in 2025. The increase was primarily due to an increase in average earning assets and a decrease in funding costs, partially offset by a decrease in earning asset yields and an increase in average interest bearing deposits.

Average earning assets increased $856.1 million for the nine months ended September 30, 2026, compared to the same period in 2025, which included increases of $1.4 billion in average total loans held for investment and $29.1 million in average debt and equity securities, partially offset by a $571.5 million decrease in average interest bearing cash and cash equivalents.

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Average interest bearing liabilities increased $1.1 billion for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to an increase of $1.3 billion in average interest bearing deposits, partially offset by decreases of $150.6 million in average short-term borrowings and $38.6 million in average long-term debt. Average non-interest bearing deposits for the nine months ended September 30, 2026 decreased to $7.8 billion from $8.1 billion for the same period in 2025.

Net interest margin for the nine months ended September 30, 2026 was 3.38%, compared to 3.34% for the same period of 2025. The increase in net interest margin was primarily due to a decrease in the cost of interest bearing deposits, partially offset by lower earning asset yields.

The yield on total loans held for investment decreased to 6.12% for the nine months ended September 30, 2026, compared to 6.39% for the same period in 2025, and the yield on earning assets decreased to 5.63% for the nine months ended September 30, 2026, compared to 5.82% for the same period in 2025. Total cost of deposits decreased to 2.41% for the nine months ended September 30, 2026 from 2.67% for the same period in 2025 and total funding costs, including non-interest bearing deposits and stockholders' equity, decreased to 2.20% for the nine months ended September 30, 2026, compared to 2.44% for the same period in 2025.

Non-interest Income


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Service charges on deposit accounts	$	9,418	$	8,111	$	27,494	$	24,133
Wealth management and trust fee income	4,562		3,989		14,086		11,683
Brokered loan fees	2,075		2,419		6,184		6,766

Investment banking and advisory fees	35,294		33,985		98,832		74,572
Trading income	11,417		7,238		32,981		21,073


Available-for-sale debt securities losses	—		—		—		(1,886)
Other	18,877		12,841		46,450		30,755
Total non-interest income	$	81,643	$	68,583	$	226,027	$	167,096

Non-interest income increased $13.1 million during the three months ended September 30, 2026, compared to the same period in 2025, primarily due to increases in service charges on deposit accounts, investment banking and advisory fees, trading income and other non-interest income.

Non-interest income was $226.0 million for the nine months ended September 30, 2026, a $58.9 million increase as compared to the same period in 2025, primarily due to increases in investment banking and advisory fees, trading income and other non-interest income.

Non-interest Expense



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Salaries and benefits	$	121,625	$	119,856	$	384,311	$	371,651
Occupancy expense	13,230		11,828		37,994		34,816
Marketing	4,266		3,412		14,024		12,045
Legal and professional	12,000		12,474		38,680		38,532
Communications and technology	32,029		24,594		87,695		72,550
Federal Deposit Insurance Corporation insurance assessment	5,234		5,198		14,697		15,635


Other	15,540		13,213		45,584		38,642
Total non-interest expense	$	203,924	$	190,575	$	622,985	$	583,871

Non-interest expense increased $13.3 million during the three months ended September 30, 2026, compared to the same period in 2025. The increase was primarily due to increases in salaries and benefits, occupancy and communications and technology expense, primarily as a result of restructuring expenses recognized in the third quarter of 2026, as well as an increase in other non-interest expense.

Non-interest expense was $623.0 million for the nine months ended September 30, 2026, an increase of $39.1 million as compared to the same period in 2025, primarily as a result of increases in salaries and benefits, communications and technology and other non-interest expense.

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Analysis of Financial Condition

Loans Held for Investment

The following table summarizes the Company’s loans held for investment by portfolio segment. See Note 1 - Operations and Summary of Significant Accounting Policies in the 2025 Form 10-K for details of these portfolio segments.



(in thousands)	September 30, 2026		December 31, 2025
Commercial	$	13,428,328	$	12,163,545
Mortgage finance	5,441,689		6,064,019
Commercial real estate	4,786,513		5,378,712
Consumer	426,460		433,926


Total loans held for investment	$	24,082,990	$	24,040,202

Total loans held for investment were $24.1 billion at September 30, 2026, an increase of $42.8 million from December 31, 2025, as an increase in commercial loans was partially offset by decreases in mortgage finance, commercial real estate and consumer loans. Mortgage finance loans include legal ownership interests in mortgage loans that the Company purchases from unaffiliated mortgage originators, either directly or through a special purpose entity structure, that are typically sold within 10 to 20 days and represent 23% and 25% of loans held for investment at September 30, 2026 and December 31, 2025, respectively. Volumes fluctuate based on the level of market demand for the product and the number of days between purchase and sale of the loans, which can be affected by changes in overall market interest rates, and tend to peak at the end of each month.

The Company originates a substantial majority of all loans held for investment. The Company also participates in shared national credits, both as a participant and as an agent. As of September 30, 2026, the Company had $7.1 billion in shared national credits, $1.4 billion of which the Company administered as agent. All syndicated loans, whether the Company acts as agent or participant, are underwritten to substantially the same standards as all other loans the Company originates. As of September 30, 2026, approximately $26.3 million of the Company’s shared national credits were on non-accrual.

Portfolio Concentrations

Although more than 50% of the Company’s total loan exposure is outside of Texas and more than 50% of deposits are sourced outside of Texas, Texas concentration remains significant. As of September 30, 2026, a majority of the loans held for investment, excluding mortgage finance and other national lines of business, were to businesses with headquarters or operations in Texas. This geographic concentration subjects the Company’s loan portfolio to the general economic conditions within Texas. The risks created by this concentration have been considered by management in determining the appropriateness of the allowance for credit losses.

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Non-performing Assets

Non-performing assets include non-accrual loans and leases, and repossessed assets. The table below summarizes non-accrual loans by portfolio segment and by type of property securing the credit.



($ in thousands)	September 30, 2026			December 31, 2025

Non-accrual loans held for investment
Commercial:
Business assets	$	82,420		$	92,725

Accounts receivable and inventory	306			1,177

Unsecured	119			2,244


Total commercial	82,845			96,146
Commercial real estate:
Industrial buildings	18,202			19,200
Commercial building	2,721			1,534
Apartment building	18,500			—




Total commercial real estate	39,423			20,734




Total non-accrual loans held for investment	122,337			116,880
Non-accrual loans held for sale(1)	—			4,361
Other real estate owned (“OREO”)	—			—
Total non-performing assets	$	122,337		$	121,241


Non-accrual loans held for investment to total loans held for investment	0.51		%	0.49		%
Total non-performing assets to total assets	0.38		%	0.38		%
Allowance for credit losses on loans to non-accrual loans held for investment	2.2x			2.3x

Loans held for investment past due 90 days and accruing	$	53,207		$	19,353
Loans held for investment past due 90 days to total loans held for investment	0.22		%	0.08		%
Loans held for sale past due 90 days and accruing	$	—		$	—

(1) Non-accrual loans held for sale at December 31, 2025 include non-accrual loans previously reported in loans held for investment that were transferred at fair value to held for sale as of December 31, 2025.

Summary of Credit Loss Experience

The provision for credit losses, comprised of a provision for loans and off-balance sheet credit losses, is a charge to earnings to maintain the allowance for credit losses at a level consistent with management’s assessment of expected losses at each balance sheet date.

The Company recorded a provision for credit losses of $51.0 million for the nine months ended September 30, 2026, compared to a provision of $44.0 million for the nine months ended September 30, 2025. The provision for credit losses for the nine months ended September 30, 2026 reflects an increase in criticized loans and $48.0 million in net charge-offs recorded during the nine months ended September 30, 2026. Criticized loans totaled $782.4 million at September 30, 2026, compared to $634.9 million at December 31, 2025.

The table below presents key metrics related to the Company’s credit loss experience:


	September 30, 2026		September 30, 2025
Allowance for credit losses on loans to total loans held for investment	1.12	%	1.13	%
Allowance for credit losses on loans to average total loans held for investment(1)	1.10	%	1.20	%
Total allowance for credit losses to total loans held for investment	1.39	%	1.37	%
Total provision for credit losses to average total loans held for investment(1)(2)	0.28	%	0.26	%

(1) Ratios are calculated using average balance for the nine months ended September 30, 2026 and 2025, respectively.

(2) Ratios are annualized utilizing provision for credit losses for the nine months ended September 30, 2026 and 2025, respectively.

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The table below details net charge-offs/(recoveries) as a percentage of average total loans by portfolio segment:


	Nine Months Ended September 30,
	2026				2025
($ in thousands)	Net Charge-offs		Net Charge-offs to Average Loans(1)		Net Charge-offs		Net Charge-offs to Average Loans(1)
Commercial	$	41,072	0.43	%	$	35,992	0.41	%
Mortgage finance	—		—	%	—		—	%
Commercial real estate	6,914		0.18	%	518		0.01	%
Consumer	(7)		—	%	(8)		—	%
Total	$	47,979	0.26	%	$	36,502	0.21	%

(1) Ratios are annualized utilizing net charge-offs for the nine months ended September 30, 2026 and 2025, respectively.

Liquidity and Capital Resources

Liquidity

In general terms, liquidity is a measurement of the Company’s ability to meet its cash needs. The Company’s objectives in managing its liquidity are to maintain the ability to meet loan commitments, repurchase investment securities and repay deposits and other liabilities in accordance with their terms, without an adverse impact on current or future earnings. The Company’s liquidity strategy is guided by policies, formulated and monitored by senior management and the Asset and Liability Management Committee (“ALCO”), which take into account the demonstrated marketability of the Company’s assets, the sources and stability of its funding and the level of unfunded commitments. The Company regularly evaluates all of its various funding sources with an emphasis on accessibility, stability, reliability and cost-effectiveness. The Company’s principal source of funding is customer deposits, supplemented by short-term borrowings, primarily from federal funds purchased and FHLB borrowings, brokered deposits and long-term debt. The Company also relies on the availability of the mortgage secondary market provided by Ginnie Mae and government sponsored entities to support the liquidity of mortgage finance loans.

The following table summarizes the Company’s interest bearing cash and cash equivalents:



($ in thousands)	September 30, 2026			December 31, 2025
Interest bearing cash and cash equivalents	$	2,479,073		$	1,897,803
Interest bearing cash and cash equivalents as a percent of:
Total loans held for investment	10.3		%	7.9		%
Total earning assets	8.0		%	6.2		%
Total deposits	8.9		%	7.2		%

The Company aims to obtain as much of its funding as possible from customer deposits, which are generated through digital acquisition or as a result of development of long-term customer relationships, with a significant focus on treasury management products. In addition, the Company also has access to deposits through brokered channels. The following table summarizes period-end total deposits:



	September 30, 2026				December 31, 2025

($ in thousands)	Balance		% of Total		Balance		% of Total
Customer deposits	$	25,992,734	93.8	%	$	25,719,595	97.2	%
Brokered deposits	1,722,921		6.2	%	729,172		2.8	%
Total deposits	$	27,715,655	100.0	%	$	26,448,767	100.0	%

Estimated uninsured deposits, including accrued interest, were 42% of assessable deposits, including accrued interest, at both September 30, 2026 and December 31, 2025. The uninsured amounts are estimated based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.

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The Company has short-term borrowing sources available to supplement deposits and meet its funding needs. Such borrowings are generally used to fund mortgage finance loans, due to their liquidity, short duration and interest spreads available. These borrowing sources include federal funds purchased from downstream correspondent bank relationships (which consist of banks that are smaller than the Bank) and from upstream correspondent bank relationships (which consist of banks that are larger than the Bank) and advances from the FHLB and the Federal Reserve. The following table summarizes short-term borrowings, all of which mature within one year:



(in thousands)	September 30, 2026		December 31, 2025

Federal funds purchased	$	—	$	30,000

FHLB borrowings	—		300,000

Total short-term borrowings	$	—	$	330,000

The following table summarizes the Company’s short-term borrowing capacities net of balances outstanding:



(in thousands)	September 30, 2026		December 31, 2025

FHLB borrowing capacity relating to loans and pledged securities	$	2,695,451	$	2,570,596
FHLB borrowing capacity relating to unencumbered securities	4,660,300		4,594,553
Total FHLB borrowing capacity(1)	$	7,355,751	$	7,165,149
Unused federal funds lines available from commercial banks	$	1,557,000	$	1,520,000
Unused Federal Reserve borrowings capacity	$	11,472,274	$	9,174,238
Unused revolving line of credit(2)	$	75,000	$	75,000

(1)FHLB borrowings are collateralized by a blanket floating lien on certain real estate secured loans and certain pledged securities.

(2)Unsecured revolving, non-amortizing line of credit with maturity date of February 8, 2027. Proceeds may be used for general corporate purposes, including funding regulatory capital infusions into the Bank. The loan agreement contains customary financial covenants and restrictions. No borrowings were made against this line of credit during the nine months ended September 30, 2026 or 2025.

The Company has long-term debt outstanding of $487.3 million as of September 30, 2026, comprised of trust preferred securities and senior notes with maturity dates ranging from February 2032 to December 2036. See Note 5 - Short-Term Borrowings and Long-Term Debt in the accompanying notes to the consolidated financial statements included elsewhere in this report for additional information. The Company may consider raising additional capital, if needed, in public or private offerings of debt or equity securities to supplement deposits and meet its long-term funding needs.

As the Company is a holding company and is a separate operating entity from the Bank, the Company’s primary sources of liquidity are dividends received from the Bank and borrowings from outside sources. Banking regulations may limit the amount of dividends that may be paid by the Bank. See Note 7 - Regulatory Ratios and Capital in the accompanying notes to the consolidated financial statements included elsewhere in this report for additional information regarding dividend restrictions and “Liquidity Risks” included in Part I, Item 1A. Risk Factors of the 2025 Form 10-K.

Periodically, based on market conditions and other factors, and subject to compliance with applicable laws and regulations and the terms of its existing indebtedness, the Company may repay, repurchase, exchange or redeem outstanding indebtedness, or otherwise enter into transactions regarding debt or capital structure. For example, the Company periodically evaluates and may engage in liability management transactions, including repurchases or redemptions of outstanding long-term debt, which may be funded by the issuance of, or exchanges of, newly issued unsecured borrowings to actively manage the debt maturity profile and interest cost.

Capital Resources

The Company’s equity capital averaged $3.7 billion for the nine months ended September 30, 2026 compared to $3.5 billion for the same period in 2025. The Company declared and paid common stock dividends of $17.3 million, representing $0.40 per common share, during the nine months ended September 30, 2026. No common stock dividends were paid in 2025. On October 21, 2026, the Company’s board of directors declared a cash dividend of $0.20 per common share payable on December 15, 2026, to holders of record at the close of business on December 1, 2026.

During the nine months ended September 30, 2026, the Company repurchased, under the authorized share repurchase programs, 2,061,431 shares of its common stock for an aggregate purchase price, including excise tax expense, of $201.7 million, at a weighted average price of $97.00 per share.

For additional information on the Company’s capital and stockholders’ equity, see Note 7 - Regulatory Ratios and Capital, in the accompanying notes to the consolidated financial statements included elsewhere in this report.

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Critical Accounting Estimates

SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

The Company follows financial accounting and reporting policies that are in accordance with accounting principles generally accepted in the United States. The more significant of these policies are summarized in Note 1 - Operations and Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in the 2025 Form 10-K. Not all significant accounting policies require management to make difficult, subjective or complex judgments. However, the policy noted below could be deemed to meet the SEC’s definition of a critical accounting estimate.

Allowance for Credit Losses

Management considers the policies related to the allowance for credit losses as the most critical to the financial statement presentation. The total allowance for credit losses includes activity related to allowances calculated in accordance with Accounting Standards Codification 326, Credit Losses. The allowance for credit losses is established through a provision for credit losses charged to current earnings. The amount maintained in the allowance reflects management’s continuing evaluation of the credit losses expected to be recognized over the life of the loans in the Company’s portfolio. The allowance for credit losses on loans is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. The allowance for credit losses on off-balance sheet financial instruments is recorded in other liabilities on the consolidated balance sheets. For purposes of determining the allowance for credit losses, the loan portfolio is segregated into pools first by portfolio segment and then by past due status or credit grade. Each pool is assigned a loss estimate, reflecting historical loss rates that incorporate probability of default and severity of losses over the estimated remaining life of the loans. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective (pool) evaluation. Management estimates the allowance balance using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Modifications to loss estimates are made to incorporate a reasonable and supportable forecast of future losses at the pool level, as well as any necessary qualitative adjustments using a Portfolio Level Qualitative Factor (“PLQF”) and/or a Portfolio Segment Level Qualitative Factor (“SLQF”). A similar process is employed to calculate a reserve assigned to off-balance sheet financial instruments, specifically unfunded loan commitments and letters of credit. Modified loss estimates are assigned based on the balance of the commitments estimated to be outstanding at the time of default. The PLQF and SLQF are utilized to address factors that are not present in historical loss rates and are otherwise unaccounted for in the quantitative process. A reserve is recorded upon origination or purchase of a loan. See “Summary of Credit Loss Experience” above and Note 4 - Loans and Allowance for Credit Losses on Loans in the accompanying notes to the consolidated financial statements included elsewhere in this report for further discussion of the risk factors considered by management in establishing the allowance for credit losses.

Management considers a range of macroeconomic scenarios in connection with the allowance estimation process. Within the various economic scenarios considered as of September 30, 2026, the quantitative estimate of the allowance for credit loss would increase by approximately $94.6 million under sole consideration of the most severe downside scenario. The quoted sensitivity calculation reflects the sensitivity of the modeled allowance estimate to macroeconomic forecast data, but is absent of qualitative overlays and other qualitative adjustments that are part of the quarterly reserving process and does not necessarily reflect the nature and extent of future changes in the allowance for reasons including increases or decreases in qualitative adjustments, changes in the risk profile and size of the portfolio, changes in the severity of the macroeconomic scenario and the range of scenarios under management consideration.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the potential economic loss on trading and non-trading portfolios and financial instruments due to adverse price movements in markets including interest rates, foreign exchange rates, credit spreads, commodity prices and equity and related implied volatility levels. The Company is subject to market risk primarily through the effect of changes in interest rates on its portfolio of assets held for purposes other than trading and interest rate derivative instruments that are used for managing interest rate risk. In addition, the Company has exposure to market risk through its trading desks that engage in securities, derivatives and foreign exchange transactions to support the capital raising, investing and hedging activities of customers. The Company may manage or reduce market risk through the use of hedging, short sale or other similar transactions intended to reduce market risk to be within tolerance levels designated by the Company’s market risk management strategy. The Company uses Value-at-Risk (“VaR”) as a means to measure, monitor, and limit aggregate market risk on the trading portfolio. VaR is a statistical risk measure estimating potential loss at the 95th percentile based on a one-year history of market risk factors associated with the trading portfolio. VaR provides a consistent cross-asset measure for risk profiles and allows for diversification benefit based on historical correlations across market moves. As of September 30, 2026, the Company’s exposure through its trading desk does not pose a significant market risk to the Company. All statistical models involve a degree of uncertainty and VaR is calculated at a statistical confidence interval of the 95th percentile based on one-year daily historic market moves. Larger economic losses are possible, particularly during stressed macroeconomic and market conditions.

The responsibility for managing market risk rests with the ALCO, which operates under policy guidelines established by the Company’s board of directors. Oversight of the Company’s compliance with the guidelines is the ongoing responsibility of the ALCO, with exceptions reported to the Executive Risk Committee and the board of directors, if necessary, on a quarterly basis.

Interest Rate Risk Management

The Company’s interest rate sensitivity as of September 30, 2026 is illustrated in the following table. The table reflects rate-sensitive positions as of September 30, 2026 and is not necessarily indicative of positions on other dates. The table does not take into account the effect of the Company’s derivatives designated as hedges. The balances of interest rate sensitive assets and liabilities are presented in the periods in which they next reprice to market rates or mature and are aggregated to show the interest rate sensitivity gap. The mismatch between repricings or maturities within a time period is commonly referred to as the “gap” for that period. A positive gap (asset sensitive), where interest rate sensitive assets exceed interest rate sensitive liabilities, generally will result in the net interest margin increasing in a rising rate environment and decreasing in a falling rate environment. A negative gap (liability sensitive) will generally have the opposite results on the net interest margin. Certain variable rate loans have embedded floors which limit the decline in yield on those loans at times when market interest rates are extraordinarily low. The degree of asset sensitivity, spreads on loans and net interest margin may be reduced until rates increase by an amount sufficient to eliminate the effects of floors. The adverse effect of floors as market rates increase may also be offset by the positive gap, the extent to which rates on deposits and other funding sources lag increasing market rates for loans and changes in composition of funding.


(in thousands)	0-3 months		4-12 months		1-3 years		3+ years		Total
Assets
Interest bearing cash and cash equivalents	$	2,479,073	$	—	$	—	$	—	$	2,479,073
Debt and equity securities	52,621		17,871		122,844		4,617,407		4,810,743
Variable loans	22,536,083		196,327		89,400		239,296		23,061,106
Fixed loans	15,352		140,434		396,797		497,977		1,050,560
Total loans	22,551,435		336,761		486,197		737,273		24,111,666
Total interest sensitive assets	$	25,083,129	$	354,632	$	609,041	$	5,354,680	$	31,401,482
Liabilities
Interest bearing customer deposits	$	18,595,289	$	—	$	—	$	—	$	18,595,289
CDs	925,241		1,146,945		38,319		3,547		2,114,052

Total interest bearing deposits	19,520,530		1,146,945		38,319		3,547		20,709,341
Short-term borrowings	—		—		—		—		—
Long-term debt	113,406		—		—		373,864		487,270
Total interest sensitive liabilities	$	19,633,936	$	1,146,945	$	38,319	$	377,411	$	21,196,611
GAP	$	5,449,193	$	(792,313)	$	570,722	$	4,977,269	$	—
Cumulative GAP	$	5,449,193	$	4,656,880	$	5,227,602	$	10,204,871	$	10,204,871
Non-interest bearing deposits									7,006,314
Stockholders’ equity									3,487,590
Total									$	10,493,904

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While a gap interest table is useful in analyzing interest rate sensitivity, an interest rate sensitivity simulation provides a better illustration of the sensitivity of earnings to changes in interest rates. Earnings are also affected by the effects of changing interest rates on the value of funding derived from non-interest bearing deposits and stockholders’ equity. Management performs a sensitivity analysis to identify interest rate risk exposure on net interest income. Management also quantifies and measures interest rate risk exposure using a model to dynamically simulate the effect of changes in net interest income relative to changes in interest rates over the next twelve months based on different interest rate scenarios. These are a static rate scenario and “shock test” scenarios, as described below.

These scenarios are based on interest rates as of the last day of a reporting period published by independent sources and incorporate relevant spreads of instruments that are actively traded in the open market. The Federal Reserve’s federal funds target affects short-term borrowing; the prime lending rate, SOFR and other alternative indexes are the basis for most of the variable-rate loan pricing. The 10-year treasury rate is also monitored because of its effect on prepayment speeds for mortgage-backed securities. These are the Company’s primary interest rate exposures. Interest rate derivative contracts may be used to manage exposure to adverse fluctuations in these primary interest rate exposures as is discussed in more detail under the heading Use of Derivatives to Manage Interest Rate and Other Risks below.

For modeling purposes, the “shock test” scenarios as of September 30, 2026 and September 30, 2025 assume immediate parallel, sustained 100 and 200 basis point increases in interest rates as well as 100 and 200 basis point decreases in interest rates. The Company will continue to evaluate these scenarios as interest rates change.

The Company’s interest rate risk exposure model incorporates assumptions regarding the level of interest rates, including indeterminable maturity deposits (non-interest bearing deposits, interest bearing transaction accounts and savings accounts) and loan and security prepayment behaviors for a given level of market rate change. In the current environment of changing short-term rates, deposit pricing can vary by product and customer. These assumptions have been developed through a combination of historical analysis and projection of future expected pricing behavior. Changes in prepayment behavior of mortgage-backed securities and residential and commercial mortgage loans in each rate environment are captured using industry estimates of prepayment speeds for various coupon segments of the portfolio. The impact of these changes is factored into the simulation model results and indicated interest rate sensitivity as follows:


	Annualized Hypothetical Change in Net Interest Income
		September 30, 2026		September 30, 2025
+ 200 basis points		3.4	%	7.7	%
+ 100 basis points		1.7	%	4.0	%
- 100 basis points		(4.3)	%	(6.4)	%
- 200 basis points		(8.8)	%	(12.5)	%

The simulations used to manage interest rate risk are based on numerous assumptions regarding the effect of changes in interest rates on the timing and extent of repricing characteristics, future cash flows and customer behavior. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions, customer behavior and management strategies, among other factors.

Use of Derivatives to Manage Interest Rate and Other Risks

In the ordinary course of business, the Company enters into derivative transactions to manage various risks and to accommodate the business requirements of its customers.

On the date the Company enters into a derivative contract, the derivative is designated as either a fair value hedge, cash flow hedge, net investment hedge, or a designation is not made as it is a customer-related transaction, an economic hedge for asset/liability risk management purposes or another stand-alone derivative created through the Company’s operations.

To manage the sensitivity of earnings and capital to interest rate, prepayment, credit, price and foreign currency fluctuations (asset and liability management positions), the Company may enter into derivative transactions. In addition, the Company enters into interest rate, commodity and foreign exchange derivative contracts to support the business requirements of its customers (customer-related positions).

For additional information regarding derivatives, see Note 10 - Derivative Financial Instruments in the accompanying notes to the consolidated financial statements included elsewhere in this report.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the supervision and participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the Company has concluded that, as of the end of such period, its disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in the reports that the Company files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to various claims and legal actions that may arise in the ordinary course of conducting its business. Management does not expect the disposition of any of these matters to have a material adverse impact on the Company’s financial statements or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes in the Company’s risk factors from those previously disclosed in Part I, Item 1A of the 2025 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company repurchased shares of its common stock in the open market during the nine months ended September 30, 2026 as follows:


				Total Number of	Approximate Dollar Value
				Shares Purchased as Part	of Shares That May Yet
	Total Number of	Average Price Paid		of Publicly Announced	Be Purchased Under the
	Shares Purchased	per Share(1)		Plans or Programs(2)	Plans or Programs(1)(2)



Total first quarter 2026	770,423	$	96.82	770,423	$	125,410,091



Total second quarter 2026	239,348	$	97.63	239,348	$	102,043,593

July 2026	181,932	$	98.81	181,932	$	84,066,286
August 2026	355,265	98.58		355,265	49,043,693
September 2026	514,463	95.24		514,463	43,976
Total third quarter 2026	1,051,660	$	96.99	1,051,660	$	43,976





Total 2026	2,061,431	$	97.00	2,061,431	$	43,976

(1) The approximate dollar value of shares that may yet be purchased under the plans or programs and average price paid per share do not include the effect of excise tax expense incurred on net stock repurchases.

(2) Effective December 12, 2025, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases. Any repurchases under the repurchase program will be made in accordance with applicable securities laws from time to time in open market or private transactions. The share repurchase program will expire on December 31, 2026, but may be suspended or discontinued at any time.

Effective October 20, 2026, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases. The share repurchase program will expire on October 31, 2027, but may be suspended or discontinued at any time. The remaining repurchase authorization under the December 12, 2025 share repurchase program was terminated upon authorization of this new program.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2026, no director or officer of the Company adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.

In connection with David Oman’s previously announced separation of service from his role as the Company’s Chief Risk Officer, the Company has entered into a separation and release agreement with Mr. Oman, pursuant to which the Company will provide Mr. Oman with certain severance payments in exchange for, among other things, a general release of claims by Mr. Oman in favor of the Company and customary restrictive covenants, including confidentiality, employee and customer non-solicitation, and mutual non-disparagement provisions. The severance payments include a lump sum payment equal to one year base salary, a lump sum payment equal to equal to twelve (12) months of the premium cost of continuation coverage under COBRA for Mr. Oman and his eligible dependents and six months of outplacement services. These payments and benefits are generally consistent with, and do not exceed, the benefits available under the Company’s Executive Severance Plan in which Mr. Oman participated.

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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Exhibits









31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act*
32.1			Section 1350 Certification of Chief Executive Officer**
32.2			Section 1350 Certification of Chief Financial Officer**
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema Document*
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB			XBRL Taxonomy Extension Label Linkbase Document*
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document*
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished herewith

+ Management contract or compensatory plan arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TEXAS CAPITAL BANCSHARES, INC.

Date: October 22, 2026