Third Coast Bancshares (TCBX) holders back incentive plan and board slate

Rhea-AI Filing Summary

Third Coast Bancshares, Inc. reported results of its annual shareholder meeting, including approval of an amended and restated 2019 Omnibus Incentive Plan. The updated plan adds a reserve of 375,000 common shares for equity awards and introduces minimum vesting, anti-repricing rules, and other administrative changes.

Shareholders elected Class A and Class C directors to new terms, with individual nominees receiving between 6.6 million and 10.1 million votes in favor. They also approved the Restated Plan with 9,639,839 votes for and ratified Whitley Penn LLP as independent auditor for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Additional plan shares: 375,000 shares Restated Plan approval votes: 9,639,839 for Restated Plan against votes: 532,053 against +4 more

7 metrics

Additional plan shares 375,000 shares Increase in common stock reserved under 2019 Omnibus Incentive Plan

Restated Plan approval votes 9,639,839 for Shareholder vote on Restated 2019 Omnibus Incentive Plan

Restated Plan against votes 532,053 against Shareholder vote on Restated 2019 Omnibus Incentive Plan

Restated Plan broker non-votes 1,724,820 shares Broker non-votes on Restated Plan proposal

Auditor ratification for votes 11,859,647 for Ratification of Whitley Penn LLP for year ending December 31, 2026

Director Greenleaf for votes 10,105,813 for Election of Class A director Clint Greenleaf

Director Wilkinson for votes 10,029,555 for Election of Class C director Jeffrey A. Wilkinson

Key Terms

2019 Omnibus Incentive Plan, minimum vesting requirements, stock appreciation rights, broker non-vote, +1 more

5 terms

2019 Omnibus Incentive Plan financial

"The Restated Plan is an amendment and restatement of the Company’s 2019 Omnibus Incentive Plan"

minimum vesting requirements financial

"The Restated Plan (a) increased the number of shares ... and (b) added certain minimum vesting requirements"

stock appreciation rights financial

"added provisions prohibiting the repricing of stock options and stock appreciation rights and prohibiting reload stock options"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

broker non-vote regulatory

"by the votes set forth in the table below ... Broker Non-Vote"

independent registered public accounting firm regulatory

"ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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): May 21, 2026

THIRD COAST BANCSHARES, INC.

(Exact name of Registrant as Specified in Its Charter)

Texas			001-41028	46-2135597
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
20202 Highway 59 North Suite 190
Humble, Texas				77338
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 281 446-7000

Not Applicable

(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		TCBX		New York Stock Exchange NYSE Texas

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.

On May 21, 2026, the shareholders of Third Coast Bancshares, Inc. (the “Company”) approved the Amended and Restated Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan (the “Restated Plan”) at the Company’s Annual Meeting of Shareholders. The Company’s board of directors approved the Restated Plan on April 16, 2026, subject to the approval of the Company’s shareholders. The Restated Plan is an amendment and restatement of the Company’s 2019 Omnibus Incentive Plan (the “2019 Plan”). The Restated Plan (a) increased the number of shares of the Company’s common stock reserved for issuance under the 2019 Plan by an additional 375,000 shares, (b) added certain minimum vesting requirements, (c) added provisions prohibiting the repricing of stock options and stock appreciation rights and prohibiting reload stock options, (d) modified the provisions in the 2019 Plan related to dividends and stock splits with respect to restricted stock, and (e) made certain other administrative changes.

The material terms of the Restated Plan are described in the Company’s definitive Proxy Statement, dated April 16, 2026 (the “Proxy Statement”), under the heading “Proposal 2. Approval of Amended and Restated Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan,” which is incorporated herein by reference.

The foregoing description of the Restated Plan and the discussion of the terms and conditions of the Restated Plan contained in the Proxy Statement are both qualified in their entirety by reference to the full text of the Restated Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2026, the Company held its Annual Meeting of Shareholders to consider and act upon the items listed below:

1.The shareholders of the Company elected the individuals listed below to serve on the Company’s board of directors in the classes indicated below, with the Class A directors serving until the Company’s 2029 annual meeting of shareholders, the Class C director serving until the Company’s 2028 annual meeting of shareholders, and each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal, by the votes set forth in the table below:

	For			Against			Abstain			Broker Non-Vote
Class A Directors
Bart O. Caraway		6,752,912			3,428,330			28,200			1,724,820
Clint Greenleaf		10,105,813			77,273			26,356			1,724,820
Tony Scavuzzo		7,393,715			2,788,029			27,698			1,724,820
Mary Stich		6,611,160			3,570,082			28,200			1,724,820
Class C Director
Jeffrey A. Wilkinson		10,029,555			136,185			43,702			1,724,820

2.The shareholders of the Company approved the Restated Plan by the votes set forth in the table below:

For			Against			Abstain			Broker Non-Vote
	9,639,839			532,053			37,550			1,724,820

3.The shareholders of the Company ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the votes set forth in the table below:

For			Against			Abstain			Broker Non-Vote
	11,859,647			29,563			45,052		—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1†		Amended and Restated Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Indicates a management contract or compensatory plan.

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:	May 21, 2026	By:	/s/ R. John McWhorter
			R. John McWhorter Chief Financial Officer

FAQ

What did Third Coast Bancshares (TCBX) shareholders approve at the 2026 annual meeting?

Shareholders approved an amended and restated 2019 Omnibus Incentive Plan and ratified Whitley Penn LLP as auditor for 2026. They also elected Class A and Class C directors to new terms with strong majority support.

How many additional shares did TCBX reserve under the Restated 2019 Omnibus Incentive Plan?

The Restated Plan increased the share reserve by 375,000 shares of common stock. These shares may be used for equity-based awards such as options, stock appreciation rights, restricted stock, and other incentive grants to eligible participants.

What governance changes were included in Third Coast Bancshares’ Restated Plan?

The Restated Plan added minimum vesting requirements, prohibited repricing of options and stock appreciation rights, and barred reload stock options. It also modified provisions on dividends and stock splits for restricted stock and made other administrative updates.

How did Third Coast Bancshares shareholders vote on the Restated Plan?

The Restated Plan was approved with 9,639,839 votes for, 532,053 against, and 37,550 abstentions, plus 1,724,820 broker non-votes. This indicates broad shareholder support for updating the company’s equity incentive framework.

Which directors were elected at the Third Coast Bancshares 2026 annual meeting?

Shareholders elected Class A directors Bart O. Caraway, Clint Greenleaf, Tony Scavuzzo, and Mary Stich, and Class C director Jeffrey A. Wilkinson. Class A terms run until the 2029 meeting, and the Class C term runs until the 2028 meeting.

Who is Third Coast Bancshares’ independent auditor for the year ending December 31, 2026?

Whitley Penn LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 11,859,647 votes for, 29,563 against, and 45,052 abstentions from shareholders.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 221.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 27.6 KB