TEXAS COMMUNITY BANCSHARES, INC. AND THE BANC OF SAN JACINTO COUNTY BANCSHARES, INC., THE PARENT OF THE BANK OF SAN JACINTO COUNTY, COLDSPRING, TEXAS, ANNOUNCE MERGER AGREEMENT

The proposed acquisition includes a bank with $41.951 million in assets and requires regulatory and SJCB shareholder approvals.

Rhea-AI Summary

Texas Community Bancshares (NASDAQ: TCBS) signed a definitive agreement to acquire The Banc of San Jacinto County Bancshares in an all-cash transaction.

SJCB shareholders will receive $9.5 million in aggregate cash consideration, with each outstanding common share converted into the right to a pro rata portion. The acquisition includes SJCB's wholly owned subsidiary, The Bank of San Jacinto County, headquartered in Coldspring, Texas. As of June 30, 2026, the bank reported assets of $41.951 million, loans of $12.515 million and deposits of $35.305 million.

Both boards unanimously approved the agreement. Closing is expected in the first quarter of 2027, subject to required regulatory approvals and approval by SJCB shareholders, along with customary closing conditions.

4 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Definitive acquisition agreement would add SJCB and its wholly owned Bank of San Jacinto County.
• Minor point. Forward-looking: it has not happened yet and may not happen.The target bank would bring $41.951 million in assets, reported as of June 30, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.The target bank would bring $35.305 million in deposits, reported as of June 30, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.The target bank would bring $12.515 million in loans, reported as of June 30, 2026.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.$9.5 million in aggregate cash consideration is payable to SJCB shareholders under the acquisition agreement. 19% of market cap
• Minor pointRequired regulatory and SJCB shareholder approvals remain conditions to the expected first-quarter 2027 closing.

Key Figures

Aggregate cash consideration: $9.5 million SJCB Bank total assets: $41.951 million SJCB Bank total loans: $12.515 million +2 more

Aggregate cash consideration

$9.5 million

Total consideration for SJCB shareholders under the merger agreement

SJCB Bank total assets

$41.951 million

As of June 30, 2026

SJCB Bank total loans

$12.515 million

As of June 30, 2026

SJCB Bank total deposits

$35.305 million

As of June 30, 2026

Expected closing

First quarter of 2027

Merger closing is subject to customary conditions

Key Terms

all-cash transaction, pro rata, proxy statement

3 terms

all-cash transaction financial

"acquire SJCB in an all-cash transaction"

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

pro rata financial

"receive a pro rata portion of the Aggregate Merger Consideration"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

proxy statement regulatory

"will be included in the proxy statement when it becomes available"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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MINEOLA, Texas and COLDSPRING, Texas, Oct. 29, 2026 /PRNewswire/ -- Texas Community Bancshares, Inc. (NASDAQ: TCBS) (the "Company") and The Banc of San Jacinto County Bancshares, Inc. ("SJCB") jointly announced today that they have entered into a definitive merger agreement (the "Merger Agreement"). Under the agreement, the Company will acquire SJCB in an all-cash transaction (the "Merger"). This includes SJCB's wholly owned subsidiary, The Bank of San Jacinto County, a Texas non-member bank headquartered in Coldspring, Texas ("SJCB Bank").

Founded in 1963, SJCB Bank is headquartered in Coldspring, the county seat of San Jacinto County, Texas. For more than six decades, SJCB Bank has served as a community-focused institution committed to the financial well-being and growth of the communities it serves. The bank offers retail and commercial banking services from its single banking office in Coldspring. It is led by Chief Executive Officer, Denny Clark. As of June 30, 2026, SJCB Bank reported total assets of $41.951 million, total loans of $12.515 million and total deposits of $35.305 million.

"We are pleased to welcome SJCB Bank, its customers and its employees to our organization," said Jason Sobel, President and Chief Executive Officer of the Company. "This transaction is a natural extension of our strategy to grow thoughtfully in markets we know and understand, and it brings together two institutions that share a deep commitment to relationship-based community banking. SJCB Bank has earned the trust of San Jacinto County over more than 60 years, and we intend to honor that legacy. We believe this combination will give SJCB Bank's customers access to a broader range of products, services and lending capacity, while creating long-term value for our shareholders."

Denny Clark, Chief Executive Officer of SJCB Bank, stated, "For more than six decades, SJCB Bank has been proud to serve the families and businesses of San Jacinto County, and that mission has guided every decision we have made, including this one. After careful consideration, our board concluded that joining Texas Community Bancshares is the right step for our shareholders, our customers and our employees. We share the same values and the same belief in local, personal service. We are confident that, as part of a larger organization, we will be able to serve our community even more effectively for years to come."

Under the terms of the Merger Agreement, SJCB's shareholders will receive aggregate cash consideration of $9.5 million (the "Aggregate Merger Consideration"). At closing, each outstanding share of SJCB common stock will be converted into the right to receive a pro rata portion of the Aggregate Merger Consideration in cash.

The boards of directors of both the Company and SJCB have unanimously approved the Merger Agreement. The Merger is expected to close in the first quarter of 2027. Closing is subject to customary closing conditions, including receipt of required regulatory approvals and approval of the Merger Agreement by SJCB's shareholders.

Alston & Bird LLP is serving as legal counsel to the Company. Fenimore Kay Harrison LLP is serving as legal counsel to SJCB, and Performance Trust Capital Partners, LLC is serving as financial advisor to SJCB.

About Texas Community Bancshares, Inc.
Texas Community Bancshares, Inc. is headquartered in Mineola, Texas. It is the bank holding company for Broadstreet Bank, SSB, a Texas-chartered savings bank also headquartered in Mineola ("Broadstreet"). Broadstreet offers a range of deposit products, including checking, money market, savings and certificate of deposit accounts. Its lending covers residential real estate, commercial real estate, construction and land, and municipal loans, along with commercial, consumer and other loans. Broadstreet serves customers through its main office and six branch offices in Franklin, Hopkins, Smith, Van Zandt and Wood Counties in East Texas. Texas Community Bancshares is traded on the NASDAQ Capital Market Exchange under the symbol "TCBS."

About The Banc of San Jacinto County Bancshares, Inc.
The Banc of San Jacinto County Bancshares, Inc. is the holding company for The Bank of San Jacinto County, Coldspring, Texas. The bank is a full-service bank with one location in Coldspring, San Jacinto County, Texas. The Bank of San Jacinto County, Coldspring, Texas has been a true community bank serving the needs of the San Jacinto County community since 1963.

Caution About Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements usually may be identified through use of words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, and include statements related to the expected timing of the closing of the Merger and the expected benefits of the Merger to the Company. Forward-looking statements are not historical facts and represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger of customer, supplier, employee or other business partner relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the failure to obtain the necessary approval by the shareholders of SJCB, (5) the possibility that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, (6) the ability of the Company to obtain required governmental approvals of the Merger on the anticipated timeframe and without the imposition of adverse conditions, (7) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (8) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger, (9) the risks relating to the integration of SJCB's operations into the operations of the Company, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (10) the risk of potential litigation or regulatory action related to the Merger, (11) the risks associated with the Company's pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, and (13) general competitive, economic, political and market conditions. Further information regarding additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by the Company with the U.S. Securities and Exchange Commission ("SEC").

Many of these factors are beyond the Company's and SJCB's ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and neither the Company nor SJCB undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company or SJCB to predict their occurrence or how they will affect the Company or SJCB.

The Company and SJCB qualify all forward-looking statements by these cautionary statements.

Important Information About the Merger and Where to Find It
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Merger. This press release is not a substitute for the proxy statement or any other documents that SJCB may send to its shareholders in connection with the Merger.

In connection with the Merger, SJCB will prepare a proxy statement which, when finalized, will be sent to the shareholders of SJCB seeking their approval of the Merger Agreement and the related proposals. BEFORE MAKING ANY VOTING DECISION, SJCB SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THAT DOCUMENT AND ANY OTHER RELEVANT DOCUMENTS THAT SJCB MAY SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE MERGER, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The proxy statement, when available, may be obtained free of charge upon written request by SJCB shareholders as of the record date thereof to SJCB, Attention: Denny Clark, President, 100 Highway 150 West, Coldspring, Texas 77331, or by calling (936) 653-4395. Documents filed by the Company with the SEC can be obtained free of charge from the SEC's website at www.sec.gov or from the Company's investor relations website at https://investors.broadstreet.bank/.

Participants in the Transaction
SJCB and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from SJCB's shareholders in favor of the approval of the Merger Agreement. Information regarding the directors and executive officers of SJCB and their direct or indirect interests in the Merger, by security holdings or otherwise, including interests that may differ from those of SJCB's shareholders generally, will be included in the proxy statement when it becomes available.

Company Contact:
Jason Sobel
President & CEO
(903) 569-2602
jsobel@broadstreet.bank

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SOURCE Texas Community Bancshares, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will Texas Community Bancshares pay to acquire SJCB?

Texas Community Bancshares will pay $9.5 million in aggregate cash consideration to SJCB shareholders. At closing, each outstanding SJCB common share will convert into the right to receive a pro rata portion of that cash consideration.

When is the Texas Community Bancshares acquisition of SJCB expected to close?

The acquisition is expected to close in the first quarter of 2027. Completion requires regulatory approvals and approval of the merger agreement by SJCB shareholders, along with customary closing conditions. Both companies' boards have unanimously approved the agreement.