Third Coast Bancshares, Inc. 8-K

What Happened

• Third Coast Bancshares, Inc. (TCBX) announced on Feb 1, 2026 the closing of its merger with Keystone Bancshares, Inc. under the Agreement and Plan of Reorganization dated Oct 22, 2025. The transaction closed via a merger of Merger Sub into Keystone, a second-step merger into TCBX, and a merger of Keystone Bank into Third Coast Bank.
• Consideration: approximately 2.6 million shares of Third Coast common stock and $20.0 million in cash were issued/paid in the transaction. Exchange mechanics: holders who made a cash election received ~$12.60 cash plus 0.13540 TCBX shares per Keystone share; holders who did not elect cash received 0.45925 TCBX shares per Keystone share. Fractional shares were cashed out using a TCBX VWAP of $38.90.

Key Details

• Closing date: February 1, 2026 (Effective Time).
• Total consideration: ~2.6M TCBX shares and $20M cash; issuance registered on Form S-4 (declared effective Dec 19, 2025).
• Equity awards: Keystone options converted into options on Third Coast stock using the exchange ratio; Keystone RSUs and restricted shares were vested, cancelled and converted into the stock consideration at closing.
• Board and management: Company and Third Coast Bank boards were each increased by two to 16 members. Jeffrey A. Wilkinson was appointed Class B director and Clint Greenleaf Class C director. Wilkinson signed an employment agreement: $481,500 annual base salary, $1.4M retention bonus (50% paid within 30 days of closing, 50% one year later), eligibility for incentive bonuses and equity awards, plus 10,000 time‑based restricted shares vesting over five years; one‑year post‑employment noncompete/nonsolicit. Severance on involuntary termination without cause (or resignation for good reason) includes 12 months’ base pay, accrued benefits, average annual bonus (past 3 years) and unpaid portion of retention bonus (subject to release).

Why It Matters

• This is an acquisition that expands Third Coast’s footprint and folded Keystone Bank into Third Coast Bank while issuing both cash and stock consideration. The deal increases Third Coast’s common shares outstanding (≈2.6M shares issued) and used $20M cash, which are the primary near‑term financial impacts disclosed.
• Key executive retention: the company secured Jeffrey Wilkinson through a multi‑year employment and retention package, which may support continuity in the acquired market (Austin) but also increases compensation and equity obligations.
• Treatment of Keystone equity awards was addressed at closing, which limits outstanding legacy Keystone claims and converts awards into Third Coast instruments.
• Investors should review the Form S-4/Joint Proxy Statement/Prospectus and the Wilkinson employment agreement (filed as Exhibit 10.1) for full financial details and any forward-looking items.