Third Coast Bancshares, Inc. 8-K

What Happened

• On May 21, 2026, Third Coast Bancshares, Inc. announced that shareholders approved an Amended and Restated Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan (the “Restated Plan”) at the company’s annual meeting. The board had previously approved the Restated Plan on April 16, 2026. The Restated Plan amends and restates the company’s 2019 Omnibus Incentive Plan and the full text is attached as Exhibit 10.1 to the 8-K.
• At the same meeting, shareholders elected the company’s slate of directors (Class A and Class C) and ratified the appointment of Whitley Penn LLP as the independent registered public accounting firm for 2026.

Key Details

• Restated Plan changes include: an increase of 375,000 shares reserved for issuance; new minimum vesting requirements; prohibitions on repricing of stock options/stock appreciation rights and on reload options; modifications to treatment of dividends and stock splits for restricted stock; and other administrative changes.
• Restated Plan vote: For 9,639,839; Against 532,053; Abstain 37,550; Broker Non‑Vote 1,724,820.
• Director election vote totals (For / Against / Abstain / Broker Non‑Vote):
  • Bart O. Caraway (Class A): 6,752,912 / 3,428,330 / 28,200 / 1,724,820
  • Clint Greenleaf (Class A): 10,105,813 / 77,273 / 26,356 / 1,724,820
  • Tony Scavuzzo (Class A): 7,393,715 / 2,788,029 / 27,698 / 1,724,820
  • Mary Stich (Class A): 6,611,160 / 3,570,082 / 28,200 / 1,724,820
  • Jeffrey A. Wilkinson (Class C): 10,029,555 / 136,185 / 43,702 / 1,724,820
• Auditor ratification vote: Whitley Penn LLP ratified with For 11,859,647; Against 29,563; Abstain 45,052.

Why It Matters

• The 375,000‑share increase and expanded equity award authority create potential dilution and may affect share count and future compensation expense; investors should watch for future equity grants and disclosures that will show actual dilution and expense impact.
• Plan changes that ban repricing and reload options and add minimum vesting are governance features that reduce certain shareholder risks associated with option repricing and immediate reuse of options.
• Board elections maintained the incumbent slate, so no immediate change to board composition or oversight; auditor ratification confirms continuity in external audit for 2026.