Third Coast Bancshares, Inc. SEC Filings

Third Coast Bancshares (TCBX) reported stronger Q3 results. Net income was $18,057, up from $12,775 a year ago, as net interest income rose to $50,849 from $40,383. Basic and diluted EPS were $1.22 and $1.03, respectively. Total interest income increased to $92,503 while interest expense edged to $41,654, supporting wider net interest margin dollars. The provision for credit losses was $2,763 versus $1,085, and noninterest expense increased to $28,892.

For the nine months, net income reached $48,393 versus $33,938. The balance sheet grew, with total assets at $5,061,808. Loans, net of a $42,563 allowance, were $4,122,553, and deposits totaled $4,372,741, including $450,013 noninterest-bearing. Shareholders’ equity rose to $513,830 with accumulated other comprehensive income of $10,874. As of October 31, 2025, shares outstanding were 13,894,078. The company also highlighted risks and conditions related to its proposed acquisition of Keystone Bancshares.

Third Coast Bancshares (TCBX) reported an insider transaction on a Form 4. A director sold 1,706 shares of common stock in open market transactions on 10/30/2025 at a weighted average price of $36.9617.

Following the sale, the reporting person beneficially owned 28,833 shares directly. The filing notes multiple same‑day sales with prices ranging from $36.845 to $37.06, reported in aggregate, and the seller will provide detailed trade breakdowns upon request.

Third Coast Bancshares (TCBX) agreed to acquire Keystone Bancshares through a two‑step merger structure, culminating in Keystone Bank merging into Third Coast Bank. At closing, each Keystone share will convert into 0.45925 shares of TCBX common stock, with an election to receive cash equal to that stock value based on a 20‑day VWAP, capped in aggregate at $20,000,000 and subject to proration.

The exchange ratio may be reduced if Keystone does not deliver at least $94,576,000 of capital, surplus and retained earnings less intangibles as of the Calculation Date. Equity awards will convert or vest per terms, and two Keystone directors, including Jeffrey A. Wilkinson, will join the boards of Third Coast and Third Coast Bank. Closing requires shareholder approvals, required regulatory consents, Form S‑4 effectiveness, and NYSE listing authorization. The agreement includes an outside date of September 30, 2026 and a Keystone termination fee of $4,820,128. A voting agreement covers approximately 12% of Keystone shares.

Third Coast Bancshares (TCBX) agreed to acquire Keystone Bancshares via a two‑step merger. Keystone shareholders will receive 0.45925 shares of TCBX common stock per Keystone share, with an option to elect cash equal to the stock value, capped in the aggregate at $20,000,000 for all cash elections.

The exchange ratio may be reduced if Keystone delivers less than $94,576,000 of capital, surplus and retained earnings net of intangibles at the calculation date. Conditions include shareholder approvals (including TCBX share issuance), required regulatory consents, NYSE listing of the new TCBX shares, an effective Form S‑4, and tax treatment as a Section 368(a) reorganization. Boards of the Company and Third Coast Bank will each add two directors, including Jeffrey A. Wilkinson. The outside date is September 30, 2026, and Keystone may owe a termination fee of $4,820,128 in specified circumstances. A voting agreement covers approximately 12% of Keystone shares, and certain Keystone directors signed a support agreement.

Third Coast Bancshares (TCBX) filed an amended Form 8‑K to furnish its Q3 2025 investor presentation and add Item 7.01 Regulation FD disclosure; Item 9.01 was updated to reference Exhibit 99.2.

The company will hold an investor call and webcast on Thursday, October 23, 2025, at 10:00 a.m. Central Time. The October 22, 2025 press release announcing quarterly results remains available as Exhibit 99.1.

Third Coast Bancshares (TCBX) announced a definitive merger agreement with Keystone Bancshares. On October 22, 2025, Third Coast entered into an Agreement and Plan of Reorganization providing for a multi‑step combination: Merger Sub will merge into Keystone, Keystone will then merge into Third Coast, and Keystone Bank, SSB will subsequently merge into Third Coast Bank, with Third Coast and Third Coast Bank as the surviving entities, respectively.

The transaction is subject to customary conditions, including required regulatory and shareholder approvals. Third Coast and Keystone issued a joint press release and investor presentation, and Third Coast plans to file a Form S‑4 containing a joint proxy statement/prospectus for shareholder votes. The communication highlights standard forward‑looking risks, including potential delays, integration challenges, and dilution from any share issuance in connection with the merger.

Third Coast Bancshares (TCBX) announced it entered into an Agreement and Plan of Reorganization with Keystone Bancshares. The structure includes three steps: Merger Sub will merge into Keystone, Keystone will then merge into Third Coast, and Keystone Bank, SSB will subsequently merge into Third Coast Bank, with Third Coast and Third Coast Bank surviving each step.

The companies furnished a joint press release and an investor presentation, along with employee and shareholder communications. The transaction is subject to conditions, including required regulatory and shareholder approvals. Third Coast plans to file a Form S-4 that will include a joint proxy statement/prospectus for both companies’ shareholders.

Third Coast Bancshares, Inc. (TCBX) furnished an update on operations by announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1.

The information was furnished under Item 2.02 on October 22, 2025 and, under General Instruction B.2, is not deemed “filed” and is not subject to Section 18 liability. It will only be incorporated by reference into other filings if expressly stated.