Welcome to our dedicated page for Third Coast Bancshares SEC filings (Ticker: TCBX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Third Coast Bancshares, Inc. filings document the regulatory record of a Texas bank holding company and its ownership of Third Coast Bank. The company’s Form 8-K reports cover operating results, Regulation FD investor materials, preferred-stock dividend actions, material debt arrangements, and the completed Keystone Bancshares acquisition, including amended financial statements and pro forma information.
Proxy materials describe annual meeting matters, director elections, board and governance practices, and shareholder voting procedures. Capital-structure disclosures address common stock registered as TCBX, Series A Convertible Non-Cumulative Preferred Stock, loan commitments secured by bank stock, and related risk and cautionary-statement disclosures.
Third Coast Bancshares, Inc. director Clint Tuxberry reported his initial ownership on a Form 3. He beneficially owns 19,803 shares of Common Stock, held in direct ownership. This filing is a baseline disclosure of his current stake and does not reflect a new buy or sell transaction.
Third Coast Bancshares, Inc. Executive Vice President and Chief Retail Officer Christopher Seay Peacock reported a tax-withholding disposition of 75 shares of common stock of TCBX on February 2, 2026 at $40.59 per share. Following this transaction, he directly beneficially owned 1,552 common shares and indirectly held 1,590 shares through an ESOP.
Third Coast Bancshares, Inc. completed its merger with Keystone Bancshares, Inc., paying approximately 2.6 million shares of Third Coast common stock and $20 million in cash. Keystone first merged into a merger subsidiary, then into Third Coast, and Keystone Bank was combined with Third Coast Bank.
Keystone shareholders received either a mix of approximately $12.60 in cash plus 0.13540 Third Coast shares per Cash Election Share, or 0.45925 Third Coast shares per share otherwise, with cash paid instead of fractional shares based on a $38.90 VWAP. Keystone stock options were converted into Third Coast options, while Keystone RSUs and restricted stock became the stock consideration.
The board size at both the holding company and bank increased to 16 directors, with Jeffrey A. Wilkinson and Clint Greenleaf joining. Wilkinson entered a two-year employment agreement with a base salary of $481,500, a $1,400,000 retention bonus, potential bonuses and equity awards, and a 10,000-share time-based restricted stock grant. Required financial and pro forma information for the acquisition will be filed by amendment within 71 days.
Third Coast Bancshares, Inc. reported that its shareholders approved the issuance of additional common shares needed to complete its planned merger with Keystone Bancshares, Inc. Under the merger agreement, Arch Merger Sub, Inc. will merge into Keystone, which will survive as a wholly owned subsidiary of Third Coast.
At the special meeting held on January 23, 2026, shareholders voted on a proposal to approve the Third Coast share issuance, including for purposes of complying with NYSE Listing Rule 312.03, which covers share issues exceeding 20% of currently outstanding stock. Of 13,895,078 shares outstanding as of the December 18, 2025 record date, holders of 8,578,742 shares were present, constituting a quorum. The share issuance proposal passed with 8,153,269 votes for, 424,652 against and 821 abstentions, so no adjournment vote was needed. Completion of the merger still depends on satisfaction or waiver of the remaining closing conditions described in the merger agreement.
Third Coast Bancshares, Inc. reported that its shareholders approved the issuance of additional common shares needed to complete its planned merger with Keystone Bancshares, Inc.. At the special meeting held on January 23, 2026, shareholders voted on a proposal to authorize issuing new Third Coast common stock in connection with the merger, including for compliance with NYSE Listing Rule 312.03, which applies when more than 20% of currently outstanding shares will be issued.
As of the December 18, 2025 record date, 13,895,078 shares were outstanding, and holders of 8,578,742 shares were present or represented, providing a quorum. The share issuance proposal received 8,153,269 votes for, 424,652 against and 821 abstentions, with no broker non-votes, so it passed by the required margin. The adjournment proposal was not needed, and completion of the Keystone merger still depends on satisfying or waiving the closing conditions in the merger agreement.
Third Coast Bancshares, Inc. reported that it has released its financial results for the quarter and year ended December 31, 2025 through a press release dated January 21, 2026. The detailed results are provided in that press release.
The company also plans to host an investor call and webcast to discuss these results on January 22, 2026 at 10:00 a.m. Central Time. An investor presentation with additional information is being made available to analysts and investors alongside the call.
Third Coast Bancshares, Inc. filed an update providing supplemental disclosures about its planned merger with Keystone Bancshares, Inc. after receiving four demand letters claiming the original joint proxy statement/prospectus omitted material information. The company and Keystone deny these allegations but are adding details without changing the merger consideration or the timing of their shareholder meetings.
The new disclosures expand on Raymond James’ valuation work, including discounted cash flow assumptions, updated peer and transaction comparison tables, and additional fee information. Third Coast now shares unaudited financial projections for both banks through 2030, which Raymond James used in its fairness opinion. A pro forma analysis indicates the merger could be 1.9% dilutive to Third Coast’s estimated tangible book value per share and 0.4% dilutive on a fully diluted basis at March 31, 2026, but 5.2% and 5.3% accretive to estimated EPS in 2027 and 2028.
Third Coast Bancshares, Inc. filed an update related to its pending merger with Keystone Bancshares, Inc., providing extra details in response to four shareholder demand letters claiming the joint proxy statement/prospectus lacked material information. Third Coast and Keystone deny the allegations but are issuing these supplemental disclosures without changing the merger consideration or the timing of either company’s special shareholder meeting.
The company adds specifics on Raymond James’ fairness opinion, including use of a 10.6x terminal price-to-earnings multiple, 2030 adjusted net income assumptions of $79.3 million for Third Coast and $13.3 million for Keystone, and terminal value ranges for both banks. Pro forma analysis shows the merger is estimated to be 1.9% dilutive to tangible book value per share at March 31, 2026, but 5.2% and 5.3% accretive to Third Coast’s projected 2027 and 2028 EPS. The update also discloses Raymond James’ compensation and provides detailed standalone and synergy-adjusted financial projections for both banks through 2030 and 2031.
Third Coast Bancshares, Inc. and Keystone Bancshares, Inc. are proposing a strategic bank merger in Texas. Arch Merger Sub, a Third Coast subsidiary, will merge into Keystone, which will then be combined into Third Coast, leaving Third Coast as the surviving company. Each Keystone common share will convert at closing into either 0.45925 shares of Third Coast common stock or a cash amount equal to 0.45925 multiplied by the volume‑weighted average price of Third Coast shares over a specified 20‑day trading period, at each holder’s election, subject to a total cash cap of $20,000,000. If cash elections exceed that cap, payments will be prorated.
The exchange ratio may be reduced if Keystone’s adjusted equity is below $94,576,000 at a defined calculation date. Based on recent examples in the document, the implied value of the per‑share merger consideration has generally been in the high‑$17 to low‑$18 range, assuming no downward adjustment. Using current share counts and the cash cap, former Third Coast shareholders are expected to own approximately 84% of the combined company and former Keystone shareholders approximately 16% after closing.
On a pro forma basis as of September 30, 2025, the combined company would have total assets of about $6.11 billion, loans of about $5.01 billion, deposits of about $5.27 billion and shareholders’ equity of about $606 million. Pro forma net income available to common shareholders is shown as $52.1 million for the nine months ended September 30, 2025 and $39.9 million for 2024, with basic pro forma earnings per share of $3.07 and $2.38, respectively.