SMU Corporate Governance Initiative · Reincorporation Tracker

Texas Capital Bancshares, Inc.

TCBINASDAQ Financials · DE → TX

Announcement
2026-04-14
First SEC disclosure
Meeting / Vote
2026-04-21
REJECTED
Effective
Legal effective date
Market Cap
$4.6B
At announcement

Why this firm matters

Texas Capital Bancshares, Inc. is one of only 1 firm in the cohort whose shareholders rejected the reincorporation proposal — analytically rare and the cleanest single-case identification of shareholder objection in the panel.

Controller & ownership

Diffuse / non-controlled

Diffuse institutional (BlackRock 13.0% largest) holds approximately 13.0% of voting power. No single holder reaches the controlled-company threshold (>50% of voting power).

Source: DEF 14A 2026; record date 2025-02-19

Vote outcome — reincorporation proposal

Approval standard: majority of votes cast (provisional — pincite pending). Meeting type: annual.
For
18,181,458
Against
22,047,429
Abstain
29,945
Broker non-vote
1,680,624
45.2% approval (For ÷ (For + Against))

Visual evidence — event study around the announcement

Per-firm event-study figures auto-built from event_study_announcement_json in the master database. Each panel is generated deterministically from the same data backing the cohort statistics — no firm-specific tuning, no cherry-picking.
Texas Capital Bancshares' announcement-day move was a non-event
Texas Capital Bancshares' announcement-day move was a non-event
Bottom line. All four ways of looking at Texas Capital Bancshares' stock that day point to roughly the same answer: rose modestly by about 0.9%, and the move was statistically indistinguishable from a normal trading day (p = 0.28).
This chart shows four different statistical lenses on what Texas Capital Bancshares' stock did on the day the reincorporation was announced. Each lens compares the actual move against a different prediction of what "normal" should have looked like — peer firms, the broader market, a single matched competitor, or a raw side-by-side. The gold-edged bar marks the lens used in the cohort summary.
Method
Specifications: synthetic control on a sector peer pool, single-factor market model (S&P 500 benchmark), matched pair against a pre-specified primary peer, and raw differential. Estimation window: 240 trading days ending the day before the announcement. Standard errors via Patell-z (1976).
For Texas Capital Bancshares, the announcement-day move sat right inside its normal noise
For Texas Capital Bancshares, the announcement-day move sat right inside its normal noise
Bottom line. Texas Capital Bancshares' announcement-day reading falls near the center of its day-to-day trading range over the prior year. Translation: this looked like a typical day for the stock, statistically speaking.
This histogram shows every daily move Texas Capital Bancshares' stock made over the 240 trading days before the announcement. The red line marks the announcement-day reading. If that line sits in the body of the distribution, the announcement barely registered as unusual for this particular stock.
Method
Daily abnormal returns from the headline specification's pre-announcement fit, with a normal-distribution overlay and Shapiro-Wilk normality test on the residuals.
Texas Capital Bancshares sits near the middle of the 36-firm cohort
Texas Capital Bancshares sits near the middle of the 36-firm cohort
Bottom line. Texas Capital Bancshares' announcement-day reading is close to the cohort-wide mean of +0.69%. Most firms in this cohort moved by similar small amounts; reactions are firm-specific, not regime-specific.
This chart shows every firm in the cohort that has a computed announcement-day abnormal return — sorted from largest negative to largest positive. Texas Capital Bancshares is highlighted in gold. The dashed line marks the cohort-wide average, which is essentially zero. Even firms in the same destination state and same statutory regime can have very different reactions.
Method
Same headline-specification methodology applied to every firm in the 36-firm cohort that has 240 trading days of pre-announcement price history.
Data integrity. All figures generated by the same script (perfirm_gallery.py) on every release; SHA-256 verified at deploy time. See also: Cohort-wide event study →.

Event-study abnormal returns — announcement window

Returns around the announcement date.
Event date: 2026-04-14 · Estimation window: 2025-04-29 to 2026-04-13 (240 days)
SpecificationDay-0 ARInference
Synthetic control (11-donor Financials peer pool)i+1.05%no inference
Market model (SPY benchmark)i-0.73%Patell-z p-value = 0.640
Sector-augmented model (SPY + Bank sector ETF (KBE)) HEADLINEi+0.91%Patell-z p-value = 0.277
Matched pair (vs WTFC, market-model-adjusted)i+1.95%two-sided p-value = 0.349
Raw differential vs WTFCi+2.02%no inference
Robustness checks — does the headline result hold up?

Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.

  • Pre-event drift check: the firm's daily abnormal return drifted by -0.0008% per day in the pre-event window (p = 0.644). no detectable pre-event drift ✓. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
  • Donor co-movement check: 5 of 11 peer firms moved in the same direction as the treated firm on the event day (binomial p = 1.0000). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
  • Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.949 (tight tracking); R² = 0.300 (fraction of pre-event variance explained); Durbin-Watson = 1.76 (no autocorrelation). — Higher correlation + higher R² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.
Event date: 2026-04-21 · T0 source: meeting_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop
SpecificationDay-0 ARInference
Market model (SPY benchmark) HEADLINEi-1.00%Patell-z p-value = 0.525

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.
SpecificationCAR / BHARDetails
Day-of-effective abnormal returni+0.12%Market-model benchmark (S&P 500)
Pooled three-event statistici+0.36%Pooled three-event statistic

*** p < 0.05 · * p < 0.10 · CAR = cumulative abnormal return; BHAR = buy-and-hold abnormal return; FFC6 = Fama-French five-factor + momentum (UMD)

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: raw p = 0.277, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Texas Statutory Adoptions

Status: N/A pending reincorporation.

The Texas opt-in statutory regimes (TBOC §21.552 / SB 29 derivative threshold; TBOC §21.373 / SB 1057 shareholder-proposal threshold) are available only to firms that are nationally listed Texas corporations. Texas Capital Bancshares, Inc. is not yet Texas-incorporated; the move is pending shareholder vote with a proposed effective date of TBD. These adoptions can be elected only on or after the firm's TX effective date.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

Classification & audit trail

Bucket
D
Panel eligibility
PANEL_A_post_SB29_rejected
Audit status
VERIFIED_REJECTED_2026_04_21
Source confidence
VERIFIED_VOTE
Transaction status
REJECTED
Audit notes
VERIFY: TCBI proposal REJECTED 2026-04-21; firm remains DE incorporated.
Effective date present but no Accession URL in v6 rev78; retrieve from EDGAR.
v2.6 fix: TRANSACTION_STATUS=REJECTED; Panel A flag preserved to capture 'attempted move'
v2.9: audit_status VERIFIED_8K_REJECTED — vote rejection sourced via 8-K 0001077428-26-000050 Item 5.07
Phase 3J 2026-04-27: corrected meeting_date_iso from 2026-06-16 to 2026-04-21 (sourced from audit_status='VERIFIED_REJECTED_2026_04_21'). Original scheduled date 2026-06-16 preserved in scheduled_meeting_date_original.
[2026-04-28] Phase 4G TCBI case-study enrichment: verified main vote (For 18,181,458; Against 22,047,429; Abstain 29,945; Broker non-votes 1,680,624; 45.2% approval). Companion 3% stockholder-threshold proposal also REJECTED (12.95% approval, For 5,209,051; Against 35,015,189). Proxy advisors: ISS AGAINST, Glass Lewis AGAINST (inferred from management statement; reports pending). Management response and press coverage cards added. Source 8-K accession 0001077428-26-000050.
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://investorrelations.texascapitalbank.com/
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis.
[2026-04-28] Phase 4Q: backfilled missing TCBI showcase fields. Broker non-votes = 1,680,624 (per 8-K Item 5.07). 8-K accession 0001077428-26-000050 with full URL populated. [2026-04-28] phase5e: cleaned edgar_accession_canonical: extracted '0001077428-26-000033' from raw value '000107742826000033 (PRE 14A); 000107742826000040 (DEF 14A); 8-K Apr 23 2026 accession [verify on EDGAR]' (source=unhyphenated_normalized) [2026-04-29] phase5t: row independently validated by external Reviewer A; bucket and key dates match current dataset (v3.55) [2026-04-29] phase5u: row independently validated by external Reviewer (full-residual pass, 78/276 substantive answers); validations applied: V_DATE_ANN=CONFIRM; V_DATE_MEET=CONFIRM; V_DATE_EFF=NOT_YET_EFFECTIVE; V_FROM_TO=CONFIRM; V_BUCKET=CONFIRM; V_COHORT=CONFIRM_INCLUSION; primary-source URLs all under https://www.sec.gov/Archives/ [2026-04-29] phase5v: row independently re-validated by external Reviewer (Round 4 full-residual pass, 85/276 substantive); all bucket and pending-status conclusions match v3.57 [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v6 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58)
[2026-04-29] v3.74: vote_source_8k_url upgraded from accession-directory listing to specific tcbi-20260421.htm (Item 5.07 vote results).
[2026-04-29] v3.75: approval_basis='For ÷ (For + Against)' and approval_standard='majority of votes cast' confirmed by computed/stored pct match within 1pp. Pincite verification pending.
[2026-04-29] v3.75: math match within 0pp; REJECTED at 45.2%. Per 8-K Item 5.07 (acc 0001077428-26-000050). Per Gibson Dunn April 2026 Texas reincorp tracker, TCBI's proxy was the only public rejection in the cohort to date.

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same sector
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same destination
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