8-K
Texas Community Bancshares, Inc. (TCBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2025
Texas Community Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-40610 | 86-2760335 | |
|---|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | |
| 215 West Broad Street, Mineola, Texas | 75773 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
(903) 569-2602
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common stock, par value $0.01 per share | TCBS | The Nasdaq Stock Market, LLC |
|---|---|---|
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On January 21, 2025, Clifton D. Bradshaw and Robert L. Smith, III notified Texas Community Bancshares, Inc. (the “Company”) that they decline to stand for re-election as directors of the Company. Their terms as directors expire at the 2025 Annual Meeting of Stockholders. Their decisions were not due to a disagreement, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
To eliminate the vacancies that will be created on the Company’s Board of Directors, the Board of Directors has taken action to reduce the number of directors of the Company effective concurrently with the expiration of Messrs. Bradshaw’s and Smith’s terms as directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEXAS COMMUNITY BANCSHARES, INC. | ||
|---|---|---|
| Date: January 22, 2025 | By: | /s/ Jason Sobel |
| Jason Sobel | ||
| President and Chief Executive Officer |