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. 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.
Third Coast Bancshares, Inc. reported that its Board of Directors has declared a quarterly cash dividend of $17.25 per share on its 6.75% Series A Convertible Non-Cumulative Preferred Stock. This reflects a scheduled cash payment to holders of that preferred series.
The dividend is payable on January 15, 2026 to shareholders of record at the close of business on December 31, 2025, so ownership of the preferred shares on that record date determines who receives the distribution. The company provided additional details and forward-looking statement cautions in a press release that is attached as an exhibit.
Third Coast Bancshares is proposing to acquire Keystone Bancshares in a stock-and-cash merger. Each Keystone share will convert into the right to receive 0.45925 shares of Third Coast common stock or a cash amount based on the 20-trading-day volume-weighted average TCBX price, with total cash elections capped at $20,000,000 and subject to proration if elections exceed that cap. The exchange ratio can be reduced if Keystone’s adjusted equity is below $94,576,000. Based on current share counts and a full $20,000,000 cash election, former Third Coast holders would own about 84% of the combined company and former Keystone holders about 16%.
Both boards unanimously support the transaction and obtained fairness opinions from their financial advisors. Third Coast shareholders will vote on issuing new shares and a possible meeting adjournment on January 23, 2026, while Keystone shareholders will vote on the merger and a possible adjournment on January 29, 2026. Third Coast reported total assets of $5.06 billion and Keystone $1.1 billion as of September 30, 2025, so the deal would create a larger Texas-focused commercial bank if completed.
Third Coast Bancshares, Inc. reported that Vicki Alexander, Executive Vice President and Chief Risk and Operations Officer, will retire and resign as Principal Operating Officer of Third Coast Bank effective December 31, 2025.
In connection with her retirement, she and the bank entered into a Separation Agreement and Release dated December 1, 2025. She is eligible to receive $211,562.96 in cash, described as approximately six months of base salary, plus an additional payment equal to six months of the cost of continuation health coverage under COBRA.
The company has begun searching for a new Chief Operations Officer and Chief Risk Officer. Until successors are in place, her responsibilities will be divided among the bank’s management team.
Third Coast Bancshares, Inc.
Third Coast Bancshares, Inc. (TCBX) insider trade reported. An executive officer, identified in the remarks as the Executive Vice President and Chief Banking Officer, reported an open market sale of common stock on 11/17/2025.
The filing shows a sale of 245 shares of Third Coast Bancshares common stock at a weighted average price of $36.3032 per share, reported as transaction code “S” for a sale. After this transaction, the reporting person beneficially owned 47,106 shares directly, 2,020 shares through an ESOP, and 11,750 shares through an IRA.
The sale resulted from a broker-dealer trade order that was executed in multiple same‑day open market trades, with prices ranging from $36.1501 to $36.42 per share. These trades are reported on an aggregate basis using the weighted average price, and the reporting person has undertaken to provide detailed price breakdowns upon request.
Third Coast Bancshares, Inc. (TCBX) reported an insider purchase by an executive officer. On 11/19/2025, the Executive Vice President and Chief Legal Officer acquired 135 shares of common stock in an open market transaction at a price of $36.48 per share. Following this transaction, the officer beneficially owns 678 shares of Third Coast Bancshares common stock in direct ownership form.
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.