CoastalSouth Bancshares (NYSE: COSO) sets forum and ownership rules

Q: What bylaw change did CoastalSouth Bancshares (COSO) approve on July 23, 2026?

CoastalSouth Bancshares approved a bylaw amendment adding Article XII , which establishes an exclusive forum in the Georgia State-wide Business Court for internal entity claims and sets a 1% ownership standing requirement for derivative proceedings.

Q: Does CoastalSouth Bancshares’ new exclusive forum provision cover federal securities claims?

No. The exclusive forum provision expressly does not apply to direct claims arising under the Securities Act of 1933 or the Securities Exchange Act of 1934 , which remain outside the scope of the new bylaw article.

Q: What types of disputes are covered by CoastalSouth Bancshares’ internal entity claim forum clause?

The clause covers internal entity claims as defined in the Georgia Business Corporation Code, including proceedings related to court-ordered inspection of corporate records by shareholders, which must be brought in the Georgia State-wide Business Court.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CoastalSouth Bancshares, Inc. updated its corporate governance by amending its Amended and Restated Bylaws on July 23, 2026. The amendment, effective immediately, adds a new Article XII establishing an exclusive forum and standing framework for certain disputes involving the company.

Unless the company consents otherwise, the Georgia State-wide Business Court is designated as the sole and exclusive forum for internal entity claims under the Georgia Business Corporation Code, including court-ordered inspections of corporate records by shareholders. The provision expressly excludes direct claims under the Securities Act of 1933 and the Securities Exchange Act of 1934. The amendment also introduces a minimum ownership requirement for derivative proceedings: a shareholder must have owned at least 1% of the company’s issued and outstanding shares at the time of the acts or omissions giving rise to the derivative action to have standing to commence or maintain such a case.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Derivative standing threshold: 1% of issued and outstanding shares Bylaw amendment date: July 23, 2026 Exhibit number: 3.2

3 metrics

Derivative standing threshold 1% of issued and outstanding shares Minimum ownership required to commence or maintain a derivative proceeding

Bylaw amendment date July 23, 2026 Date the Board approved the new Article XII bylaw amendment

Exhibit number 3.2 Fourth Amended and Restated Bylaws of CoastalSouth Bancshares, Inc.

Key Terms

internal entity claims, Georgia State-wide Business Court, derivative proceeding, exclusive forum, +1 more

5 terms

internal entity claims regulatory

"the sole and exclusive forum for internal entity claims (as defined in the Georgia Business Corporation Code)"

Georgia State-wide Business Court regulatory

"the Georgia State-wide Business Court will be the sole and exclusive forum for internal entity claims"

derivative proceeding regulatory

"a shareholder must have owned at least one percent (1%) ... to commence or maintain a derivative proceeding"

A derivative proceeding is a lawsuit filed by a shareholder on behalf of the company to challenge alleged wrongdoing by officers, directors or others in control, when the company itself has not pursued the claim. Think of it as an owner taking legal action to fix harm done to shared property because the people running it won’t act; outcomes can expose liability, change management practices, and affect a company’s finances and stock value.

exclusive forum regulatory

"adding a new Article XII relating to exclusive forum and standing requirements for certain disputes"

court-ordered inspection of corporate records regulatory

"including proceedings relating to the court-ordered inspection of corporate records by shareholders"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 07/24/2026 - 04:15 PM Accepted by SEC EDGAR 07/24/2026 - 04:15 PM

FAQ

What bylaw change did CoastalSouth Bancshares (COSO) approve on July 23, 2026?

CoastalSouth Bancshares approved a bylaw amendment adding Article XII, which establishes an exclusive forum in the Georgia State-wide Business Court for internal entity claims and sets a 1% ownership standing requirement for derivative proceedings.

Which court is the exclusive forum for internal entity claims at CoastalSouth Bancshares (COSO)?

Internal entity claims for CoastalSouth Bancshares are directed to the Georgia State-wide Business Court as the sole and exclusive forum, unless the company consents in writing to an alternative forum for those types of disputes.

Does CoastalSouth Bancshares’ new exclusive forum provision cover federal securities claims?

No. The exclusive forum provision expressly does not apply to direct claims arising under the Securities Act of 1933 or the Securities Exchange Act of 1934, which remain outside the scope of the new bylaw article.

What ownership threshold must CoastalSouth Bancshares (COSO) shareholders meet to bring derivative proceedings?

To commence or maintain a derivative proceeding, a shareholder must have owned at least 1% of the company’s issued and outstanding shares at the time of the acts or omissions that gave rise to the derivative claim.

When did CoastalSouth Bancshares’ new Article XII on exclusive forum and standing become effective?

The new Article XII to CoastalSouth Bancshares’ bylaws became effective immediately upon Board approval on July 23, 2026, applying to internal entity claims and derivative standing requirements from that date forward.

What types of disputes are covered by CoastalSouth Bancshares’ internal entity claim forum clause?

The clause covers internal entity claims as defined in the Georgia Business Corporation Code, including proceedings related to court-ordered inspection of corporate records by shareholders, which must be brought in the Georgia State-wide Business Court.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): July 23, 2026

     

COASTALSOUTH BANCSHARES, INC.

(Exact name of Registrant as Specified in Its Charter)


Georgia	001-42730	57-1184730
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Galleria Parkway Suite 1900
Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: (678) 396-4605

     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	COSO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On July 23, 2026, the Board of Directors of CoastalSouth Bancshares, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Bylaws, effective immediately, adding a new Article XII relating to exclusive forum and standing requirements for certain disputes.

The amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the Georgia State-wide Business Court will be the sole and exclusive forum for internal entity claims (as defined in the Georgia Business Corporation Code), including proceedings relating to the court-ordered inspection of corporate records by shareholders. The provision expressly does not apply to direct claims arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The amendment also establishes a minimum ownership requirement for shareholders seeking to commence or maintain a derivative proceeding on behalf of the Company. Under the amendment, a shareholder must have owned at least one percent (1%) of the Company's issued and outstanding shares at the time of the acts or omissions giving rise to the derivative proceeding in order to have standing to commence or maintain such action.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Company's Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
3.2		Fourth Amended and Restated Bylaws of CoastalSouth Bancshares, Inc. dated July 23, 2026*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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.


			CoastalSouth Bancshares, Inc.

Date:	July 24, 2026	By:	/s/ Stephen R. Stone
			Stephen R. Stone President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents