CoastalSouth Bancshares (COSO) appoints independent director J. Simon Fraser to its board

Rhea-AI Filing Summary

CoastalSouth Bancshares, Inc. appointed J. Simon Fraser to its Board of Directors effective February 26, 2026. His initial term runs until the 2026 Annual Meeting of Stockholders, when he will be considered for a one-year term.

Following the 2026 Annual Shareholder Meeting, Mr. Fraser is expected to join the Audit Committee and the Nominating and Governance Committee. The Board determined that he is an independent director under SEC rules and New York Stock Exchange listing standards. The company’s banking subsidiary has ordinary-course loan relationships with Mr. Fraser on terms comparable to non-related customers.

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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): February 26, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On February 26, 2026, the Board of Directors (the "Board") of CoastalSouth Bancshares, Inc. (the “Company”) voted to appoint Mr. J. Simon Fraser (“Mr. Fraser”) to serve on the Board. His term commenced on February 26, 2026 and will expire at the Company’s 2026 Annual Meeting of Stockholders, at which time he will be considered for election to a one-year term. Following the 2026 Annual Shareholder Meeting, Mr. Fraser is expected to serve on the Company’s Audit Committee and Nominating and Governance Committee.

Mr. Fraser’s appointment to the board was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Fraser and the Company, and, except for the loans to Mr. Fraser as described herein, there are no transactions between Mr. Fraser and the Company that would be required to be reported under Item 404(a) of Regulation S-K. The Company’s subsidiary, Coastal States Bank, has several outstanding loan transactions with Mr. Fraser. These loans were made in the ordinary course of business, were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable loan transactions with persons not related to Company, and did not involve and do not currently involve more than the normal risk of collectability or present other unfavorable features.

The Board has determined that Mr. Fraser is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, rules and regulations promulgated by the SEC thereunder, and the listing standards of the New York Stock Exchange.

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:	March 4, 2026	By:	/s/ Stephen R. Stone
			Stephen R. Stone President and Chief Executive Officer

FAQ

What board change did CoastalSouth Bancshares (COSO) disclose in this 8-K?

CoastalSouth Bancshares disclosed that J. Simon Fraser was appointed to its Board of Directors effective February 26, 2026. His initial term runs until the 2026 Annual Meeting of Stockholders, when he will be considered for election to a one-year term.

Will J. Simon Fraser serve on any CoastalSouth Bancshares (COSO) board committees?

J. Simon Fraser is expected to serve on CoastalSouth Bancshares’ Audit Committee and its Nominating and Governance Committee. This committee service is anticipated to begin following the company’s 2026 Annual Shareholder Meeting, subject to his election to a one-year board term.

Is J. Simon Fraser considered an independent director of CoastalSouth Bancshares (COSO)?

Yes, the Board determined that J. Simon Fraser is an independent director. This independence is based on standards in the Securities Exchange Act of 1934, SEC rules and regulations, and the listing standards of the New York Stock Exchange applicable to CoastalSouth Bancshares.

Does CoastalSouth Bancshares (COSO) have any transactions or loans with J. Simon Fraser?

The company’s subsidiary, Coastal States Bank, has several outstanding loans with J. Simon Fraser. These loans were made in the ordinary course of business on substantially the same terms as comparable loans to non-related parties and do not involve more than normal credit risk or unfavorable features.

Are there any family or special arrangements involved in J. Simon Fraser’s appointment at COSO?

There are no family relationships between J. Simon Fraser and CoastalSouth Bancshares. His appointment was not made pursuant to any arrangement or understanding with any other person, according to the company’s disclosure in this current report.

Who signed the CoastalSouth Bancshares (COSO) 8-K announcing J. Simon Fraser’s appointment?

The report was signed on behalf of CoastalSouth Bancshares by Stephen R. Stone. He is identified as the company’s President and Chief Executive Officer and executed the filing dated March 4, 2026.

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