Third Coast Bancshares Enters Material Agreement

TL;DR

TCBX signed a big deal on 10/22/25. Details to follow.

AI Summary

Third Coast Bancshares, Inc. (TCBX) entered into a Material Definitive Agreement on October 22, 2025. The filing does not disclose the specifics of this agreement, but it is categorized under Item Information as a Material Definitive Agreement and also includes Financial Statements and Exhibits.

Why It Matters

This filing indicates a significant new agreement for Third Coast Bancshares, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not disclosed, creating uncertainty about its potential impact.

Key Numbers

• 001-41028 — SEC File Number (Identifier for the SEC filing)
• 46-2135597 — IRS Employer Identification No. (Tax identification for the company)

Key Players & Entities

• Third Coast Bancshares, Inc. (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported
• 20202 Highway 59 North Suite 190, Humble, Texas 77338 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $1.00 — ch registered Common stock, par value $1.00 per share TCBX New York Stock Excha
• $20,000,000 — be paid by the Company will not exceed $20,000,000. In the event that Keystone shareholder
• $94,576,000 — Keystone does not deliver a minimum of $94,576,000 of the sum of Keystone's capital, surpl
• $4,820,128 — also provides that a termination fee of $4,820,128 will be payable by Keystone in the even

Filing Documents

• tcbx-20251022.htm (8-K) — 95KB
• tcbx-ex2_1.htm (EX-2.1) — 1186KB
• tcbx-ex10_1.htm (EX-10.1) — 82KB
• tcbx-ex10_2.htm (EX-10.2) — 73KB
• 0001193125-25-251663.txt ( ) — 1725KB
• tcbx-20251022.xsd (EX-101.SCH) — 28KB
• tcbx-20251022_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Reorganization On October 22, 2025, Third Coast Bancshares, Inc. (the "Company" or "Third Coast"), a Texas corporation and the parent company of Third Coast Bank ("Third Coast Bank"), a Texas banking association, entered into an Agreement and Plan of Reorganization (the "Agreement"), by and among the Company, Arch Merger Sub, Inc. ("Merger Sub"), a Texas corporation and a wholly owned subsidiary of the Company, and Keystone Bancshares, Inc. ("Keystone"), a Texas corporation and the parent company of Keystone Bank, SSB ("Keystone Bank"), a Texas state savings bank.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Reorganization, dated as of October 22, 2025, by and among Third Coast Bancshares, Inc., Arch Merger Sub, Inc., and Keystone Bancshares, Inc.* 10.1 Form of Keystone Voting Agreement 10.2 Form of Keystone Director Support Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for any document so furnished.

Forward-Looking Statements

Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements reflect Third Coast's current views with respect to, among other things, future events and Third Coast's financial performance and include, but are not limited to, the expected completion date, financial benefits and other effects of the proposed transaction. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "looking ahead," "will likely result," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Third Coast's industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Third Coast's control. Accordingly, Third Coast cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Third Coast believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause Third Coast's actual results to differ materially from those indicated in these forward-looking statements, including,

SIGNATURES

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 hereunto duly authorized. THIRD COAST BANCSHARES, INC. Date: October 27, 2025 By: /s/ R. John McWhorter R. John McWhorter Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR