Third Coast Bancshares, Inc. 8-K

What Happened
Third Coast Bancshares, Inc. held a special shareholder meeting on January 23, 2026 and approved the issuance of Third Coast common stock needed to complete its proposed merger with Keystone Bancshares, Inc. (the Merger), pursuant to the Merger Agreement dated October 22, 2025 (Merger Sub: Arch Merger Sub, Inc.). The approval was required in part to satisfy NYSE Listing Rule 312.03 because the issuance exceeds 20% of outstanding shares. Completion of the Merger remains subject to satisfaction or waiver of the closing conditions in the Merger Agreement and any required regulatory approvals.

Key Details

• Record date and shares outstanding: as of December 18, 2025 there were 13,895,078 shares of Third Coast common stock issued and outstanding.
• Meeting quorum and votes: 8,578,742 shares were present or represented by proxy. Votes were 8,153,269 For, 424,652 Against, and 821 Abstentions. No broker non-votes.
• Regulatory and disclosure filings: Third Coast filed an S-4 (initially Nov 26, 2025; amended Dec 18, 2025) declared effective Dec 19, 2025; the definitive joint proxy/prospectus was mailed around Dec 23, 2025.
• The filing reiterates forward-looking disclosures and lists risks (e.g., required approvals, integration risk, dilution from the share issuance).

Why It Matters
Shareholder approval of the share issuance is a key regulatory and listing-step milestone that allows Third Coast to issue the stock necessary to close the proposed merger with Keystone. For investors, this vote confirms shareholder support for the transaction structure but does not guarantee closing — the Merger still requires satisfaction of contractual and regulatory conditions. The approval also means existing shareholders may face dilution when the new shares are issued, a material effect called out in the filing.