Third Coast Bancshares: agrees to acquire Great Plains Bancshares

What happened Third Coast Bancshares filed an 8-K reporting that it entered into an Agreement and Plan of Reorganization on Oct 6, 2026 to acquire Great Plains Bancshares, Inc., the parent of Great Plains National Bank. Under the Agreement, Thunder Merger Sub, Inc. will merge with and into Great Plains (the "Merger"), Great Plains will initially survive as a wholly owned subsidiary and then be merged into Third Coast (the "Second Step Merger"), and Great Plains Bank will be merged into Third Coast Bank at or after the Second Step Merger.

Key details

• Exchange ratio: each outstanding share of Great Plains common stock will be converted into the right to receive shares of TCBX common stock equal to 5,570,352 divided by the number of Great Plains shares outstanding immediately prior to the Effective Time, rounded to the nearest 0.0001 of a share.
• Minimum capital adjustment: the Exchange Ratio may be reduced if Great Plains does not deliver a minimum of $153,300,000 of capital, surplus and retained earnings less intangible assets at the Calculation Time.
• Termination fee: Great Plains will pay $11,981,827 if the Agreement is terminated under certain circumstances, including in connection with alternative acquisition proposals.
• Governance and support: at or promptly following the Effective Time each of Third Coast and Third Coast Bank will increase their boards by 2 directors and appoint Todd Taylor and Paul M. Dickinson (or other agreed Great Plains directors); a voting agreement by certain Great Plains shareholders covering approximately 27.6% of outstanding Great Plains stock requires those shareholders to vote in favor of the Merger.

Why it may matter This filing reports Item 1.01 (entry into a material definitive agreement) and includes the Agreement and related voting and director support agreements, which set the terms, conditions and closing requirements for the proposed transaction. The filing does not show why the company entered into the agreement.