Item 8.01 Other Events
On October 29, 2026, TCBS and SJCB issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements, which are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of TCBS and SJCB, the expected timing of completion of the transaction, the expected impact of the transaction on the combined company’s financial results, including anticipated cost savings and revenue synergies, and other statements that are not historical facts. Forward-looking statements are based on TCBS management’s and SJCB management’s beliefs, assumptions, current expectations, estimates and projections, and may include projections of, or guidance on, TCBS’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, credit losses and growth strategies. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by words such as “expect,” “seek,” “anticipate,” “continue,” “believe,” “intend,” “estimate,” “project,” “plan,” “trend,” “objective,” “target,” “outlook,” “forecast,” “goal,” “assume,” “contemplate,” “indicate,” “approximately,” “is likely,” “strategy,” “potential,” “possible,” or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995. TCBS and SJCB caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond TCBS’s and SJCB’s control.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, slowdowns in economic growth, higher unemployment and resulting stress on borrowers, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; uncertainty regarding the federal budget, the debt ceiling and the U.S. sovereign credit rating; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition, and related increases in insurance costs; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as Federal Deposit Insurance Corporation (the “FDIC”) special assessments and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits; the cost of and competition for deposits and our ability to manage liquidity; changing interest rates which could negatively impact the value of our portfolio of investment securities, loan demand, the value of loan collateral and net interest income; the failure of assumptions underlying reserves for expected credit losses and other models and estimates; cybersecurity risks, including those affecting vendors and other third parties; fraud or misconduct; dependence on key vendors and technology platforms; the effectiveness of our risk management framework and internal controls over financial reporting; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”); legislative, tax, accounting and regulatory changes, including caps on overdraft and late fees, dividend restrictions and increases in regulatory capital requirements, and challenges to our tax positions or deferred tax assets; competitive pressures on product pricing and services, including from non-bank financial technology providers and other financial institutions; success, impact, and timing of our business strategies; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those involving the SEC, the Federal Reserve, the FDIC, the Texas Department of Banking, the Texas Department of
