Third Coast Bancshares, Inc. 8-K

What Happened
Third Coast Bancshares, Inc. (TCBX) filed an 8-K on Jan 16, 2026 providing supplemental disclosures to the joint proxy statement/prospectus for its proposed merger with Keystone Bancshares, Inc. (Agreement signed Oct 22, 2025). The S-4 was filed Nov 26, 2025 (amended Dec 18) and declared effective Dec 19, 2025; special meetings were set for Jan 23, 2026 (Third Coast) and Jan 29, 2026 (Keystone). Third Coast received four demand letters (Dec 4, 2025–Jan 16, 2026) alleging omitted information; Third Coast and Keystone deny the claims but provided the supplemental disclosures to “moot” those demands. The company states these supplements do not change the merger consideration or meeting timing.

Key Details

• Valuation inputs: Raymond James used adjusted 2030 net income of $79.3M for Third Coast (projected $86.3M less $7.1M investment loss) and $13.3M for Keystone (projected $14.5M less $1.2M).
• Terminal value examples: at 10.0x / 12.0x multiples Raymond James calculated terminal values of $792.7M / $951.3M for Third Coast and $132.7M / $159.3M for Keystone.
• Pro forma impact: Raymond James’ analysis shows the merger could be ~1.9% dilutive to Third Coast’s tangible book value per share (0.4% on a fully diluted basis) as of March 31, 2026, but ~5.2% and ~5.3% accretive to estimated EPS for 2027 and 2028, respectively.
• Updated projections disclosed (used by Raymond James): Third Coast net income 2025–2030: $59.8M, $63.5M, $68.5M, $74.0M, $79.9M, $86.3M; assets rising from $5.1B (2025) to $7.6B (2030). Keystone standalone net income 2025–2030: $9.9M → $14.5M; assets $1.0B → $1.5B (and with synergies extended through 2031).

Why It Matters

• These supplements provide shareholders updated valuation inputs, projected financials, and Raymond James’ sensitivity analysis—material information for investors deciding how to vote on the merger.
• The filing confirms third‑party advisor compensation ($167,800 from Third Coast; $12,000 from Keystone over the past two years) and explains key assumptions (earnings, terminal multiples, synergies) behind fairness analyses.
• Although the companies say the supplements do not change deal terms or meeting dates, the updated projections and pro forma effects (dilution vs. EPS accretion) are directly relevant to shareholder assessment of the transaction risk and expected benefits.

Investors should review the full joint proxy statement/prospectus and the supplement (available on the SEC website and Third Coast’s investor site) before voting.