SUBJECT TO COMPLETION, DATED APRIL 29, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(To
Prospectus dated February 11, 2021)
TEXAS CAPITAL BANCSHARES, INC.
$ % Fixed-to-Fixed Rate Subordinated Notes Due 2031
We are offering
$ aggregate principal amount of fixed-to-fixed rate subordinated notes due 2031 (the notes) of Texas Capital
Bancshares, Inc. The notes will mature on May , 2031. The notes will bear interest from and including May , 2021 (the Issue Date) to, but excluding, May , 2026 (the
Reset Date) or the date of earlier redemption, at a fixed annual rate of %. From and including the reset date to, but excluding, the maturity date, the notes will bear interest at a fixed annual rate that will be
the Five-year U.S. Treasury Rate (as defined herein) as of the Reset Determination Date (as defined herein), plus % per annum. Interest on the notes will be payable semi-annually in cash in arrears on
May and November of each year, commencing on November , 2021. We will have the option to redeem the notes in
whole or in part, (i) commencing on the reset date, and on any interest payment date thereafter, (ii) in whole or in part at any time during the three-month period prior to the maturity date, or (iii) in whole, but not in part, within
90 days of the occurrence of a Tax Event, a Tier 2 Capital Event or Texas Capital Bancshares, Inc. being required to register as an investment company pursuant to the Investment Company Act of 1940. The redemption price for
any redemption will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. Any early redemption of the notes will be subject to the approval of
the Board of Governors of the Federal Reserve System (the Federal Reserve) to the extent required under applicable laws or regulations, including regulations governing capital criteria.
There is no sinking fund for the notes. The notes will rank (i) senior in right of payment to our junior subordinated debentures issued to
our statutory trusts, (ii) equally in right of payment with our 6.50% Subordinated Notes due 2042 and any other unsecured, subordinated debt the terms of which provide that such indebtedness ranks equally with the notes, and
(iii) subordinate in right of payment to our Senior Indebtedness (as defined under Description of the NotesSubordination). In addition, the notes will be structurally subordinated to all existing and future indebtedness,
liabilities and other obligations, including deposits, of our subsidiaries, including Texas Capital Bank, National Association, our principal banking subsidiary (Texas Capital Bank or Bank). The notes will not be obligations
of, or guaranteed by, our existing or future subsidiaries, including our Bank. As a financial holding company, our ability to service our obligations, including the notes, is dependent on dividends received from our subsidiaries and funds raised by
us from borrowings or in the capital markets.
Prior to this offering, there has been no public market for the notes. The notes will not be
listed on any securities exchange or included in any automated quotation system.
The notes are not savings accounts or deposits and are not
insured by the Federal Deposit Insurance Corporation (the FDIC), or any other government agency, nor are they obligations of, or guaranteed by, a bank. None of the Securities and Exchange Commission (the SEC), any state
securities commission, the FDIC, the Federal Reserve or any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any
representation to the contrary is a criminal offense.
Investing
in the notes involves risks. See Risk Factors beginning on page S-5 of this prospectus supplement, on page 1 of the accompanying base
prospectus and beginning on page 15 of our Annual Report on Form 10-K for the year ended December 31, 2020.
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Per
Note
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Total
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Public offering price(1)
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%
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$
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Underwriting discount
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%
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$
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Proceeds, before expenses, to us
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%
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$
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(1)
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Plus, accrued interest, if any, from May , 2021 to the date of delivery.
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The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company
and its direct participants, including the Euroclear System and Clearstream Banking S.A., on or about May , 2021.
Joint
Book-Running Managers
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J.P. Morgan
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Goldman Sachs & Co. LLC
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Prospectus Supplement
dated , 2021.