Texas Community Bancshares, Inc DEF 14A, filed Apr 16, 2026
Texas Community Bancshares, Inc. (TCBS)
About this DEF 14A
Texas Community Bancshares, Inc filed this DEF 14A on April 16, 2026.
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 16, 2026
Dear Fellow Stockholder:
We spent 2025 creating efficiencies, rightsizing the balance sheet, and managing our loan/deposit pricing. This strategy enabled us to achieve the highest annual ROA and ROE in the past decade. The Board of Directors is thrilled with the progress we are making as we transition to a high performing bank while also returning excess capital to shareholders through increased quarterly dividends, special dividends, and stock repurchases.
We improved our technology, and we have more upgrades planned for 2026. These upgrades have improved customer satisfaction, compliance, and the safety of our customers and their money. We continued to focus on making banking easy for our customers so they will want to stay with us forever. We also made it easier for our employees to serve our customers by automating processes and reducing opportunities for errors. Our customers can now bank with us anywhere, anytime.
We took advantage of changing markets and were able to reduce our non-core funding, and we intend to continue this practice going forward. Our NIM has expanded and our yields have increased across the board.
We are watching our asset quality closely after having 2 large secured loan relationships deteriorate, and we have moved the collateral properties to REO. We are secured in a favorable position and have had a lot of interest in the purchase of these properties. The largest is a newly constructed multi-family property, which is almost fully leased and is self-supporting at this time. The other relationship is secured by 2 pieces of land in and around the DFW metroplex, which are highly marketable. Our NPLs reverted to historic levels towards the end of the year.
We continue to build our leadership team for tomorrow and are excited to see the impact our new CFO, Jason McCrary, has on the team. Our leadership continues to focus on improving shareholder value while caring for our communities and providing concierge service.
The Board of Directors, Senior Management Team, and all our staff invite you to join us at our annual meeting of stockholders. The meeting will be held at the main office of Broadstreet Bank, S.S.B., located at 215 W Broad Street, Mineola, Texas at 10:00 a.m., local time, on Tuesday, May 19, 2026. The notice of annual meeting and the proxy statement appearing on the following pages describe the formal business to be transacted at the meeting.
It is important that your shares are represented at this meeting, regardless of the number of shares you own. To ensure your shares are represented, we urge you to vote promptly by completing and mailing the enclosed proxy card or by voting via the Internet. Internet voting instructions appear on the enclosed proxy card.
| Sincerely, | |
| Jason Sobel | |
| President and Chief Executive Officer |
TEXAS COMMUNITY BANCSHARES, INC.
215 West Broad Street
Mineola, Texas 75773
(903) 569-2602
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIME | Tuesday, May 19, 2026 |
| 10:00 a.m., local time | |
| PLACE | Broadstreet Bank, SSB Main Office |
| 215 West Broad Street | |
| Mineola, Texas |
| ITEMS OF BUSINESS | (1) | To elect three directors to serve for a term of three years; |
| (2) | To ratify the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| (3) | To transact any other business that may properly come before the meeting and any adjournment or postponement of the meeting. (Note: The Board of Directors is not aware of any other business to come before the meeting.) |
| RECORD DATE | To be eligible to vote, you must have been a stockholder as of the close of business on March 27, 2026. |
| PROXY VOTING | It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet or by mail by completing the accompanying proxy card and returning it in the enclosed self-addressed envelope. Voting instructions are printed on the proxy card. You may revoke a proxy at any time before its exercise at the meeting by following the instructions in the accompanying proxy statement. |
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Chaska Caraway | |
| Corporate Secretary |
Mineola, Texas
April 16, 2026
TEXAS COMMUNITY BANCSHARES, INC.
PROXY STATEMENT
FOR
2026 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
Texas Community Bancshares, Inc. is the holding company for Broadstreet Bank, SSB. In this proxy statement, we may also refer to Texas Community Bancshares, Inc. as “Texas Community Bancshares,” the “Company,” “we,” “our” or “us” and to Broadstreet Bank, SSB as “Broadstreet Bank” or the “Bank.”
We are providing this proxy statement to you in connection with the solicitation of proxies by our Board of Directors for the 2026 annual meeting of stockholders and for any adjournment or postponement of the annual meeting. We will hold the annual meeting at Broadstreet Bank’s main office, located at 215 West Broad Street, Mineola, Texas, on Tuesday, May 19, 2026, at 10:00 a.m., local time.
We intend to mail this proxy statement and a proxy card to stockholders of record beginning on or about April 16, 2026.
Important Notice Regarding the Availability of Proxy Materials
for the STOCKholder Meeting to Be Held on MAY 19, 2026
This proxy statement is available at https://annualgeneralmeetings.com/tcbs2026/. Also available at this website address is our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, which includes our audited consolidated financial statements for the fiscal year ended December 31, 2025.
INFORMATION ABOUT VOTING
Who May Vote at the Meeting
You are entitled to vote your shares of Texas Community Bancshares common stock if our records show that you held your shares as of the close of business on March 27, 2026. As of the close of business on that date, a total of 2,885,392 shares of common stock were outstanding and entitled to be voted. Each share of common stock has one vote.
Our Articles of Incorporation provide that record holders of our common stock who beneficially own, either directly or indirectly, more than 10% of our outstanding shares of common stock are not entitled to any vote with respect to the shares held in excess of the 10% limit.
Ownership of Shares
You may own your shares of common stock of Texas Community Bancshares in one or more of the following ways:
| ● | Directly in your name as stockholder of record; |
| ● | Indirectly through a broker, bank or other holder of record in “street name;” |
| ● | Indirectly through the Broadstreet Bank, SSB Employee Stock Ownership Plan (the “ESOP”); or |
| ● | Indirectly through the Broadstreet Bank, SSB 401(k) Profit Sharing Plan (the “401(k) Plan”). |
If your shares are registered directly in your name, you are the holder of record of those shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us to vote at the annual meeting or you may vote in person at the annual meeting.
If you hold your shares in street name, your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Refer to the instruction form provided by your broker, bank or other holder of record that accompanies your proxy materials. If you want to vote your shares of common stock held in street name in person at the annual meeting, you must obtain a written proxy in your name from the broker, bank or other holder who is the record holder of your shares.
If you own shares of common stock indirectly through the ESOP, see “Participants in the ESOP” below.
Attending the Meeting
Stockholders are invited to attend the annual meeting. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership are a recent brokerage account statement or a letter from your bank or broker.
Quorum and Vote Required
Quorum. We will have a quorum and be able to conduct the business of the annual meeting if a majority of the outstanding shares of Texas Community Bancshares common stock entitled to vote, represented in person or by proxy, are present at the meeting.
Votes Required for Proposals. In voting on the election of directors (Item 1), you may vote in favor of the nominees or withhold your vote as to the nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the largest number of votes cast will be elected up to the maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the annual meeting is three.
In voting on the ratification of the appointment of the independent registered public accounting firm (Item 2), you may vote in favor of the proposal, vote against the proposal, or abstain from voting. The affirmative vote of a majority of the votes cast at the annual meeting and entitled to vote is required to approve this proposal.
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Effect of Not Casting Your Vote
If you hold your shares in street name through a broker, bank or other nominee of record, it is critical that you cast your vote if you want it to count in the election of directors (Item 1). Your broker, bank or other holder of record does not have discretion to vote your uninstructed shares with respect to this matter. Therefore, if you hold your shares in street name and you do not instruct your broker or other holder of record on how to vote on Item 1, no votes will be cast on your behalf. These are referred to as “broker non-votes.” Your broker, bank or other holder of record, however, does have discretion to vote any uninstructed shares on the ratification of the appointment of the independent registered public accounting firm (Item 2). If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.
How We Count the Votes
If you return valid proxy instructions or attend the meeting in person, we will count your shares to determine whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum.
In counting votes for the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.
In counting votes on the proposal to ratify the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm, we will not count abstentions and broker non-votes as votes cast. Therefore, abstentions and broker non-votes will have no effect on the outcome of the vote on the proposal.
Voting by Proxy
We are sending you this proxy statement to request that you allow your shares of Texas Community Bancshares common stock to be represented at the annual meeting by the designated proxies named by the Board of Directors. All shares of common stock represented at the annual meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by our Board of Directors.
The Board of Directors unanimously recommends a vote:
| ● | “FOR” the election of all director nominees; and |
| ● | “FOR” the ratification of the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm. |
If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their own best judgment as to how to vote your shares. This would include a motion to adjourn or postpone the annual meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your common stock may be voted by the persons named in the proxy card on the new meeting date as well, unless you have revoked your proxy. We do not know of any other matters to be presented at the annual meeting.
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Instead of voting by completing and mailing a proxy card, registered stockholders can vote their shares of Texas Community Bancshares common stock via the Internet. The Internet voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet voting appear on the enclosed proxy card. The deadline for voting by Internet is 11:59 p.m., Central Time, on May 18, 2026.
Revoking Your Proxy
Whether you vote by mail or via the Internet, if you are a registered stockholder, unless otherwise noted, you may later revoke your proxy by:
| ● | sending a written statement to that effect to our Corporate Secretary; |
| ● | submitting a properly signed proxy card with a later date; |
| ● | voting via the Internet at a later time (if initially able to vote in that manner) so long as such vote is received by the applicable time and date set forth above for registered stockholders; or |
| ● | voting in person at the annual meeting (Note: Attendance at the annual meeting will not, in itself, constitute revocation of your proxy). |
If you hold your shares through a bank, broker, trustee or nominee and you have instructed the bank, broker, trustee or nominee to vote your shares, you must follow the directions received from you bank, broker, trustee or nominee to change those instructions.
Participants in the ESOP and/or 401(k) Plan
If you participate in the ESOP, you will receive a voting instruction card that reflects all shares that you may direct the trustees to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each participant in the ESOP may direct the trustee how to vote the shares of common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of common stock held by the ESOP and all allocated shares for which no timely voting instructions are received in the same proportion as shares for which it has received valid voting instructions.
If you hold shares of Texas Community Bancshares common stock in the 401(k) Plan, you will receive a voting instruction card that reflects all shares that you may direct the 401(k) Plan trustee to vote on your behalf under the 401(k) Plan. Under the terms of the 401(k) Plan, you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If the 401(k) Plan trustee does not receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares in the same proportion as the voting instructions received from other 401(k) Plan participants.
The deadline for returning your voting instruction card(s) is May 12, 2026.
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CORPORATE GOVERNANCE
General
Texas Community Bancshares periodically reviews its corporate governance policies and procedures to ensure that it meets the highest standards of ethical conduct, reports results with accuracy and transparency and fully complies with the laws, rules and regulations that govern its operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for Texas Community Bancshares.
Director Independence
The Board of Directors currently consists of 12 members. Because our common stock is listed on the Nasdaq Stock Market, we refer to the definition of “independent director” contained in the listing standards of the Nasdaq Stock Market when determining the independence of our directors. The Board of Directors has determined that each of our directors is “independent” as defined in the listing standards of the Nasdaq Stock Market except for Jason Sobel and Anthony R. Scavuzzo. Mr. Sobel is not considered independent because he is employed by us. Mr. Scavuzzo is not considered independent because he is the son-in-law of James H. Herlocker, III, who served as an executive officer of the Company during the past three years. Mr. Herlocker retired as Chairman, President and Chief Executive Officer in November 2023. In determining the independence of our directors, the board of directors considered relationships between Broadstreet Bank and our directors that are not required to be reported under “Other Information Relating to Directors and Executive Officers – Transactions With Certain Related Persons,” above, consisting of loans and deposit accounts that our directors maintain at Broadstreet Bank.
Board Leadership Structure and Board’s Role in Risk Oversight
The Board of Directors has determined that the separation of the offices of Chairman of the Board and of President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of these offices allows the President and Chief Executive Officer to better focus on his growing responsibilities of managing the daily operations of the Company and Broadstreet Bank, while allowing the Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Glen Thurman serves as the Chairman of the Board, and he is considered independent under the listing standards of the Nasdaq Stock Market.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face several risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks Texas Community Bancshares faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Senior management also attends Board meetings and is available to address any questions or concerns raised by the Board of Directors on risk management and any other matters.
Committees of the Board of Directors
The following table identifies our standing committees and their members. The members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are considered independent according to the relevant listing standards of the Nasdaq Stock Market. The charter of each committee is available in the Investors section of Broadstreet Bank’s website (www.broadstreet.bank).
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| Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||
| Demethrius T. Boyd | X | X (Chair) | ||||
| James B. Harder | X | X | ||||
| Mark A. Pickens | X (Chair) | |||||
| Kerry Nan Saucier | X | |||||
| Anthony R. Scavuzzo | ||||||
| Johnny Sherrill | X | X (Chair) | ||||
| Jason Sobel | ||||||
| Bryan Summerville | X | X | ||||
| Glen Thurman | X | X | ||||
| Number of Meetings in Fiscal Year 2025 | 7 | 6 | 6 |
Audit Committee. The Audit Committee is established according to the requirements of the Securities Exchange Act of 1934, as amended. The Audit Committee meets periodically with the independent registered public accounting firm and management to review accounting, auditing, internal control structure and financial reporting matters. The Board of Directors has determined that Mark A. Pickens is an “audit committee financial expert” under the rules of the Securities and Exchange Commission. The report of the Audit Committee required by the rules of the Securities and Exchange Commission is included in this proxy statement. See “Report of the Audit Committee.”
Compensation Committee. The Compensation Committee approves the compensation objectives for Texas Community Bancshares and Broadstreet Bank, establishes the compensation for Texas Community Bancshares’s and Broadstreet Bank’s senior management and conducts the performance review of the President and Chief Executive Officer. The Compensation Committee reviews all components of compensation, including salaries, cash incentive plans, long-term incentive plans and various employee benefit matters. The Committee also assists the Board of Directors in evaluating potential candidates for executive positions.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board of Directors in: (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (ii) recommending to the Board the director nominees for the next annual meeting; (iii) implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (iv) leading the Board in its annual review of the Board’s performance; and (v) recommending director nominees for each committee.
Minimum Qualifications for Director Nominees. The Nominating and Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in our Bylaws, which include a requirement that the candidate had not been subject to certain criminal or regulatory actions and a residency requirement. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents.
If a candidate is deemed eligible for election to the Board of Directors, the Nominating and Corporate Governance Committee will then evaluate the following criteria in selecting nominees:
| ● | contributions to the range of talent, skill and expertise of the Board of Directors; |
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| ● | financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements; |
| ● | familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations; |
| ● | personal and professional integrity, honesty and reputation; |
| ● | the ability to represent the best interests of our stockholders and the best interests of Texas Community Bancshares; |
| ● | the ability to devote sufficient time and energy to the performance of his or her duties; and |
| ● | independence, as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria. |
The Nominating and Corporate Governance Committee will also consider any other factors it deems relevant, including diversity, competition, size of the Board of Directors and regulatory disclosure obligations.
When nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.
Director Nomination Process. The process that the Nominating and Corporate Governance Committee follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows:
For purposes of identifying nominees for the Board of Directors, the Nominating and Corporate Governance Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities Broadstreet Bank serves. The Nominating and Corporate Governance Committee will also consider director candidates recommended by stockholders according to the policy and procedures set forth below. The Nominating and Corporate Governance Committee has not used an independent search firm to identify nominees.
In evaluating potential nominees, the Nominating and Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Nominating and Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.
Consideration of Director Candidates Recommended by Stockholders. The policy of the Nominating and Corporate Governance Committee is to consider director candidates recommended by stockholders who appear to be qualified to serve on the Board of Directors. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended according to the procedures set forth below.
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Procedures to be Followed by Stockholders. To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a stockholder should submit the following information in writing, addressed to the Chairman of the Nominating and Corporate Governance Committee, care of the Corporate Secretary, at our main office address:
| ● | A statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance Committee; |
| ● | The name and address of the stockholder as they appear on Texas Community Bancshares’s books, and of the beneficial owner, if any, on whose behalf the nomination is made; |
| ● | The class or series and number of shares of Texas Community Bancshares capital stock that are owned beneficially or of record by such stockholder and such beneficial owner; |
| ● | A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; |
| ● | A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice; |
| ● | The name, age, personal and business address of the candidate, the principal occupation or employment of the candidate; |
| ● | The candidate’s written consent to serve as a director; |
| ● | A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on the Board of Directors; and |
| ● | Such other information regarding the candidate or the stockholder as would be required to be included in Texas Community Bancshares’s proxy statement pursuant to Regulation 14A of the Securities and Exchange Commission. |
For a director candidate to be considered for nomination at Texas Community Bancshares’s annual meeting of stockholders, the recommendation must be received by the Nominating and Corporate Governance Committee at least 120 calendar days before the date on which Texas Community Bancshares’s proxy statement for the previous year’s annual meeting was released to stockholders, advanced by one year.
Board and Committee Meetings
The business of Texas Community Bancshares and Broadstreet Bank is conducted through meetings and activities of their respective Boards of Directors and committees. During the fiscal year ended December 31, 2025, the Board of Directors of Texas Community Bancshares held ten meetings and the Board of Directors of Broadstreet Bank held ten meetings. No director attended fewer than 75% of the total meetings of the Board of Directors and of the committees on which they served.
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Director Attendance at Annual Meeting
The Board of Directors encourages each director to attend the annual meeting of stockholders. All the directors then serving attended last year’s annual meeting of stockholders.
Codes of Ethics
We have adopted a Code of Ethics for Senior Officers and a Code of Business Conduct and Ethics. Both are designed to ensure that our directors and employees meet the highest standards of ethical conduct. The Code of Ethics for Senior Officers, which applies to our principal executive officer and principal financial officer, addresses conflicts of interest, the treatment of confidential information, and compliance with applicable laws, rules and regulations. The Code of Business Conduct and Ethics, which applies to all employees and directors, addresses conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, both codes are designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations. The Code of Ethics for Senior Officers and the Code of Business Conduct and Ethics are available in the Investors section of Broadstreet Bank’s website (www.broadstreet.bank).
Anti-Hedging Policy
Texas Community Bancshares has adopted a policy that prohibits directors, officers and employees of the Company or any of its subsidiaries, and their related persons, from purchasing or selling, or offering to purchase or offering to sell, derivative securities relating to the Company’s common stock, whether or not issued by the Company, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s common stock.
Report of Audit Committee
Texas Community Bancshares’s management is responsible for Texas Community Bancshares’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and issuing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. The Audit Committee oversees Texas Community Bancshares’s internal controls and financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that Texas Community Bancshares’s consolidated financial statements were prepared according to accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and with the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard No. 1301, Communications with Audit Committees, which include the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.
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In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm the firm’s independence from Texas Community Bancshares and its management. In concluding that the independent registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.
The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of Texas Community Bancshares’s internal control over financial reporting and the overall quality of its financial reporting process.
In performing these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in their report, express an opinion on the conformity of Texas Community Bancshares’s financial statements to accounting principles generally accepted in the United States of America. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal control over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that Texas Community Bancshares’s financial statements are presented according to accounting principles generally accepted in the United States of America, that the audit of the financial statements has been carried out according to the standards of the Public Company Accounting Oversight Board or that the independent registered public accounting firm is in fact “independent.”
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in Texas Community Bancshares’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission. The Audit Committee has appointed, subject to stockholder ratification, Forvis Mazars, LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Audit Committee of Board of Directors
of
Texas Community Banschares, Inc.
Mark A. Pickens (Chair)
Demethrius T. Boyd
James B. Harder
Johnny Sherrill
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Directors’ Compensation
The following table provides the compensation received by the individuals who served as our directors during the fiscal year ended December 31, 2025, other than Mr. Sobel whose compensation, including as a director, is disclosed later in this proxy statement under “Executive Compensation.” The table excludes perquisites, which did not exceed $10,000 in the aggregate for each director. Each director of Texas Community Bancshares also serves as a director of Broadstreet Bank. All fees disclosed in the table below were paid by Broadstreet Bank. No separate fees were paid by Texas Community Bancshares.
| Fees Earned
or Paid in Cash |
Stock Awards | Stock
Option | Nonequity
| All Other Compensation | Total | |||||||||||||||||||
| Demethrius T. Boyd | $ | 24,000 | $ | — | $ | — | $ | — | $ | — | $ | 24,000 | ||||||||||||
| Clifton D. Bradshaw (1) | 12,000 | — | — | — | — | 12,000 | ||||||||||||||||||
| James B. Harder | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| Kerry A Kindle (1) | 12,000 | — | — | — | — | 12,000 | ||||||||||||||||||
| Mark A. Pickens | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| Kerry Nan Saucier | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| Anthony Scavuzzo | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| Johnny Sherrill | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| Robert L. Smith, III (1) | 12,000 | — | — | — | — | 12,000 | ||||||||||||||||||
| Bryan Summerville | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| Glen Thurman | 24,000 | — | — | — | — | 24,000 | ||||||||||||||||||
| (1) | Service as a director ended on May 20, 2025. |
Stock Ownership
The following table provides information as of March 27, 2026, about the beneficial owners known to Texas Community Bancshares that own more than 5% of our outstanding common stock. A person may be considered to beneficially own any shares of common stock over which the person has, directly or indirectly, sole or shared voting or investment power.
| Name and Address | Number of Shares Owned | Percent
of Common Stock Outstanding (1) | ||||||
| Broadstreet Bank, SSB Employee Stock Ownership
Plan 215 West Broad Street Mineola, TX 75773 | 248,146 | (2) | 8.6 | % | ||||
| AllianceBernstein L.P. 501 Commerce Street Nashville, TN 37203 | 157,682 | (3) | 5.5 | % | ||||
| (1) | Based on 2,885,392 shares outstanding as of March 27, 2026. |
| (2) | Based on a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2026. |
| (3) | Based on a Schedule 13G filed with the Securities and Exchange Commission on August 13, 2025. |
The following table provides information, as of March 27, 2026, about the shares of common stock beneficially owned by each nominee for director, by each director continuing in office, by each executive officer, and by all directors and executive officers as a group. A person may be considered to beneficially own any shares of common stock over which he has, directly or indirectly, sole or shared voting or investment power or has the right to acquire, by the exercise of stock options or otherwise, sole or shared voting or investment power within 60 days of March 27, 2026. Unless otherwise indicated, each named individual has sole voting power and sole investment power with respect to the shares shown, none of the named individuals has pledged his or her shares.
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| Number
of Shares Owned | Percent
of Common | |||||||
| Director Nominees and Directors Continuing in Office: | ||||||||
| Demethrius T. Boyd | 9,043 | * | ||||||
| James B. Harder | 10,643 | (2) | * | |||||
| Mark A. Pickens | 33,143 | 1.1 | ||||||
| Kerry Nan Saucier | 13,143 | * | ||||||
| Anthony R. Scavuzzo | 90,951 | 3.2 | ||||||
| Johnny Sherrill | 58,743 | 2.0 | ||||||
| Jason Sobel | 63,193 | (3) | 2.2 | |||||
| Bryan Summerville | 53,143 | 1.8 | ||||||
| Glen Thurman | 63,145 | (4) | 2.2 | |||||
| Executive Officers Who Are Not Directors: | ||||||||
| Haskell Strange | 31,836 | (5) | 1.1 | |||||
| Jason McCrary | 7,500 | (6) | * | |||||
| Sofia Gurrusquieta | 11,913 | (7) | * | |||||
| All directors and executive officers as a group (15 persons) | 441,981 | 15.3 | % | |||||
| * | Less than 1%. |
| (1) | Based on 2,885,392 shares outstanding as of March 27, 2026. |
| (2) | Includes 1,500 shares held in an IRA and 3,257 restricted shares awarded under the 2022 Equity Incentive Plan and 4,886 shares subject to stock options exercisable within 60 days of March 27, 2026. |
| (3) | Includes 5,452 shares held in an IRA, 2,268 allocated shares held in the ESOP, 23,455 restricted shares awarded under the 2022 Equity Incentive Plan and 35,183 shares subject to stock options exercisable within 60 days of March 27, 2026. |
| (4) | Includes 1,200 shares held in an IRA, 25,000 shares held by Mr. Thurman’s spouse, and 1,200 shares held by spouse in an IRA, 2,102 in a trust, 3,257 restricted shares awarded under the 2022 Equity Incentive Plan and 4,886 shares subject to stock options exercisable within 60 days of March 27, 2026. |
| (5) | Includes 6,000 shares held in the 401(k) plan, 4,527 allocated shares held in the ESOP, 9,773 restricted shares awarded under the 2022 Equity Incentive Plan and 14,659 shares subject to stock options exercisable within 60 days of March 27, 2026. |
| (6) | Includes 7,500 restricted shares awarded under the 2022 Equity Incentive Plan. |
| (7) | Includes 3,150 shares held in the 401(k) plan, 2,248 allocated shares held in the ESOP, 2,606 restricted shares awarded under the 2022 Equity Incentive Plan and 3,909 shares subject to stock options exercisable within 60 days of March 27, 2026. |
BUSINESS Items to be Voted on by STOCKHOLDERs
Item 1 — Election of Directors
Texas Community Bancshares’s Board of Directors consists of nine members. The Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. Each director of Texas Community Bancshares serves as a director of Broadstreet Bank. The nominees for election are Jason Sobel, Anthony R. Scavuzzo and Bryan Summerville.
The terms of James B. Harder and Kerry Nan Saucier will expire at the annual meeting. Considering the factors set forth in the Company’s Criteria for Director Nominees, the Nominating/Corporate Committee did not recommend their nomination to the Board of Directors. The Board of Directors accepted this recommendation. The Board of Directors has taken action to reduce the size of the Board of Directors to seven members effective upon the expiration of Mr. Harder’s and Ms. Saucier’s terms at the annual meeting.
The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominee named above. If the nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why the nominee might be unable to serve.
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The Board of Directors unanimously recommends you vote “FOR” all director nominees.
Information regarding the Board of Directors’ nominee and the directors continuing in office is provided below. Unless otherwise stated, everyone has held his current occupation for the last five years. The indicated age for everyone is as of December 31, 2025. The indicated period for service as a director includes service as a director of Broadstreet Bank. There are no family relationships among the directors.
Director Nominees for Terms Expiring in 2029
Jason Sobel (age 48) has served as President and Chief Executive Officer of Texas Community Bancshares since November 2023, having served as President of Broadstreet Bank since March 2023. He attended Southern Illinois University where he earned a Master’s Degree in Business Administration while working as a teller to begin his banking career. He then worked for two Fortune 500 companies honing his skills in leadership and management. He later moved on to commercial banking. At Regions Bank he was a Chairman’s Club award recipient for being in the top 10% of 13,000 employees. Most recently, he was a Senior Loan Officer and Regional President of Prosperity Bank working out of Tyler. He is trained in high level leadership and has built successful teams at multiple banks. He has expertise in commercial lending, leadership and management.
Mr. Sobel’s extensive knowledge of the banking industry and strong leadership skills provide us with invaluable insight and guidance into the business and regulatory requirements of today’s banking environment.
Anthony R. Scavuzzo (age 44) is a Managing Principal of Castle Creek Capital in San Diego, California, and Dallas, Texas, a private equity firm specializing primarily in the community banking industry. He is a member of the boards of directors of the following companies with a class of securities registered under Sections 12 or 15(d) of the Securities Exchange Act of 1934: Blue Ridge Bancshares, Inc. (BRBS), Enterprise Financial Services Corp (EFSC), Pathfinder Bancorp, Inc. (PBHC) and Third Coast Bancshares, Inc. (TCBX). Within the last five years, he also served on the board of directors of Guaranty Federal Bancshares, Inc. (GFED), which had a class of securities registered under Sections 12 or 15(d) of the Securities Exchange Act of 1934 and has since been acquired. He has served as a director since 2022.
Mr. Scavuzzo provides us with extensive knowledge of banking, investments, and public reporting expectations through his employment with Castle Creek Capital, as well as his many contacts and connections in the banking industry. His unique knowledge, board experience and role as it relates to community banking provides invaluable insight.
Bryan Summerville (age 62) was an Operation Manager with Tyler Pipe Company in Tyler, Texas, for 40 years and is now employed at Zurn Elkay Systems. He is also the owner of East Texas Crete, a decorative concrete business and serves on the Lindale City Council. He has served as a director since 2022.
Mr. Summerville provides us with business knowledge and leadership skills through his many years in management with Tyler Pipe and owning a small business as well as his strong involvement in city leadership in a very active, fast-growing community. He had served as an advisory director since 2020.
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Directors Continuing in Office with Terms Expiring at 2026 Annual Meeting
James B. Harder (age 82) is a self-employed auto dealer and business consultant. Mr. Harder serves on several community boards and advises local businesses with his business knowledge. He has served as a director since 1983.
As the longest serving director, Mr. Harder provides the Board of Directors with extensive institutional knowledge of Broadstreet Bank.
Kerry Nan Saucier (age 74), now retired, served as a junior high school principal and was an educator for 39 years. She started with Broadstreet Bank in 2004 as an advisory director and became a director in September 2007. Ms. Saucier has served on numerous civic boards. She has served as a director since 2007.
Ms. Saucier provides us with extensive knowledge and insight of a regulatory environment through her years as a school administrator. She also has extensive knowledge and name recognition with thousands of students from her school tenure. She remains a well-respected and influential community leader.
Directors Continuing in Office with Terms Expiring in 2027
Demethrius T. Boyd (age 58) is the Senior Pastor of St. Paul Missionary Church in Mineola, Texas. He has served as a director since 2022.
Mr. Boyd provides us with valuable knowledge, community involvement and leadership skills used in his counseling, ministry and numerous community leadership roles. He is on the Mineola Chamber of Commerce, the Parks and Recreation Board and the Planning and Zoning Committee for the City of Mineola. He had served an advisory director since 2013.
Johnny Sherrill (age 58) retired and sold his interest in Sherrill Construction, a commercial construction business he started in 2005. He is now a consultant for the company. Mr. Sherrill has interests in the storage building industry and home building. He became an advisory director in 2009 before becoming a director of Broadstreet Bank in 2017.
Mr. Sherrill provides us with extensive knowledge of construction and the building business in general. He has a wealth of knowledge through his connections with many people in the construction industry, as well as the retail business market, in the North Texas area.
Glen Thurman (age 66) is the Chairman of the Board of Texas Community Bancshares and Broadstreet Bank. Mr. Thurman is a self-employed residential builder and developer and the owner of Glen Thurman Builder. He has successfully developed several large tracts in Mineola to residential subdivisions. He currently has a home development project that includes over 60 homes, and he is building some of the homes in the project. Mr. Thurman is an entrepreneur. He has served as a director since 2013.
Mr. Thurman provides us with extensive knowledge of the construction and development business. He has wealth of knowledge from a builder’s perspective of the opportunities within our local market. He was appointed an advisory director in 2007 before becoming a director of Broadstreet Bank.
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Directors Continuing in Office with Terms Expiring in 2028
Mark A. Pickens (age 67) served as President and Chief Executive Officer of the First National Bank of Edgewood from 1996 to 2017. In 2017, the First National Bank of Edgewood was sold and the name was changed to Maple Mark Bank. In 2018, Broadstreet Bank acquired the Edgewood branch from Maple Mark Bank and Mr. Pickens began his employment with Broadstreet Bank. He retired as an employee on May 31, 2019. After his retirement, he became a director of Broadstreet Bank. He has served as a director since 2019.
Mr. Pickens’s extensive knowledge of the banking industry and strong leadership skills provide us with invaluable insight and guidance into the business and regulatory requirements of today’s banking environment.
Executive Officers Who Do Not Serve as Directors
Set forth below is information regarding our executive officers who do not serve as directors of Texas Community Bancshares. They have held their current position for at least the last five years, unless otherwise stated. The age presented is as of December 31, 2025.
Haskell Strange (age 59) has served as Senior Vice President and Chief Operating Officer of Broadstreet Bank since 2004. He has over 20 years of experience in information technology. He supervises Broadstreet Bank’s operations and information technology, and also assists in deposit compliance, human resources, and marketing.
Jason McCrary, CPA (age 56) has served as Chief Financial Officer of Texas Community Bancshares and Broadstreet Bank since December 2025. He joined Broadstreet Bank in December 2024 and served as Vice President – Finance/Accounting before becoming Chief Financial Officer. Before joining Broadstreet Bank, he was employed by BTH Bank, NA, starting in January 2018, and served as its Chief Financial Officer from December 2020 until its acquisition by Origin Bank in October 2022. He continued to serve with Origin Bank through April 2024.
Sofia Gurrusquieta (age 32) is the Senior Accounting Officer and serves as the CRA Officer. She previously served as Compliance Officer and BSA Officer of Broadstreet Bank from 2017 to 2022. She has been employed with Broadstreet Bank since 2012. She has a degree in accounting from University of Texas at Tyler and is a graduate of Southwestern Graduate School of Banking at SMU.
Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Forvis Mazars, LLP served as our independent registered public accounting firm for the 2025 fiscal year. The Audit Committee of the Board of Directors has appointed Forvis Mazars, LLP to serve as the independent registered public accounting firm for the 2026 fiscal year, subject to ratification by stockholders. A representative of Forvis Mazars, LLP is not expected to be present at the annual meeting.
If the appointment of the independent registered public accounting firm is not ratified by a majority of the votes cast by stockholders at the annual meeting, the Audit Committee of the Board of Directors will consider other independent registered public accounting firms.
The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm.
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Audit Fees. The following table sets forth the fees that Forvis Mazars, LLP billed for the fiscal years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
| Audit Fees (1) | $ | 313,071 | $ | 352,698 | ||||
| Audit-Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| (1) | Consists of fees for professional services rendered for the audit of the consolidated financial statements included in the Annual Report on Form 10-K, for the review of financial statements included in the Quarterly Reports on Form 10-Q and for services normally provided by the independent registered public accountant in connection with statutory and regulatory filings or engagements. |
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm. The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. According to its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. This approval process ensures that the independent registered public accounting firm does not provide any non-audit service to us prohibited by law or regulation.
Executive Compensation
Summary Compensation Table
The following information is furnished for (i) our principal executive officer and (ii) the two most highly compensated executive officers (other than the principal executive officer) serving during the year ended December 31, 2025, whose total compensation exceeded $100,000 for the year ended December 31, 2025. These individuals are sometimes referred to in this proxy statement as the “named executive officers.”
| Name and Principal Position(s) | Year | Salary |
Bonus (1) |
Stock Awards | Stock
Option | All
Other Compensation (2) | Total | |||||||||||||||||||||
| Jason Sobel | 2025 | $ | 275,000 | $ | 96,250 | $ | — | $ | — | $ | 82,234 | $ | 453,574 | |||||||||||||||
| President and Chief Executive Officer | 2024 | 250,000 | 62,500 | 322,506 | 375,876 | 66,034 | 1,076,916 | |||||||||||||||||||||
| Julie Sharff | 2025 | $ | 188,478 | $ | 50,135 | $ | — | $ | — | $ | 40,258 | $ | 278,871 | |||||||||||||||
| Former Chief Financial Officer (5) | 2024 | 179,478 | 32,306 | — | — | 44,797 | 256,581 | |||||||||||||||||||||
| Haskell Strange | 2025 | $ | 164,620 | $ | 41,484 | $ | — | $ | — | $ | 33,497 | $ | 239,601 | |||||||||||||||
| Senior Vice President and Chief Operations Officer | 2024 | 153,120 | 24,499 | — | — | 29,896 | 207,515 | |||||||||||||||||||||
| Jason McCrary | 2025 | $ | 131,667 | $ | 10,833 | $ | — | $ | — | $ | 10,184 | $ | 152,684 | |||||||||||||||
| Chief Financial Officer (6) | ||||||||||||||||||||||||||||
| (1) | Represents incentive compensation paid based on (i) the net income of Broadstreet Bank and (ii) the individual’s tenure with Broadstreet Bank. |
| (2) | For 2025, All Other Compensation consists of the following: |
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| Name | 401(k) Employer Matching Contribution | Automobile Allowance | Deferred Compensation Plan | Life Insurance Premiums | ||||||||||||
| Mr. Sobel | $ | 19,371 | $ | 12,000 | $ | 212 | $ | — | ||||||||
| Ms. Sharff | 12,372 | 6,000 | 1,022 | 123 | ||||||||||||
| Mr. Strange | 6,695 | 6,000 | 412 | 123 | ||||||||||||
| Mr. McCrary | 6,584 | 3,600 | — | — | ||||||||||||
| Name | Telephone
and Social Allowance |
Director Fees |
ESOP Allocation | Total | ||||||||||||
| Mr. Sobel | $ | 7,200 | $ | 24,000 | $ | 19,541 | $ | 82,324 | ||||||||
| Ms. Sharff | 1,200 | — | 19,541 | 40,258 | ||||||||||||
| Mr. Strange | 1,200 | — | 19,067 | 33,497 | ||||||||||||
| Mr. McCrary | — | — | — | 10,184 | ||||||||||||
| (3) | Ms. Sharff retired as Chief Financial Officer effective December 1, 2025. She remained a non-executive employee of Texas Community Bancshares and Broadstreet Bank until February 20, 2026. Currently, she serves as a consultant to Texas Community Bancshares through May 8, 2026. |
| (4) | Mr. McCrary succeeded Ms. Sharff as Chief Financial Officer effective December 1, 2025. |
Executive Compensation
Employment Agreement with Mr. Sobel. Broadstreet Bank has entered into employment agreement with Mr. Sobel. The employment agreement has an initial term of two years, expiring on October 1, 2026. Unless Broadstreet Bank’s board of directors provides notice to Mr. Sobel at least six months before the end of the term of the agreement, the term will renew for an additional year at the end of the term. If a change in control occurs during the term of the employment agreement, the term of the agreement will automatically renew so that the term is for at least two years from the effective date of the change in control.
The employment agreement provides that Mr. Sobel will receive an annual base salary of $250,000. Broadstreet Bank’s board of directors may increase or decrease the base salary at any time. In addition to receiving a base salary, he is eligible to participate in any bonus program and benefit plans made available to senior management employees. Broadstreet Bank will also provide Mr. Sobel with monthly allowances for social expenses, cell phone and automobile, as well as reimburse him for all reasonable business expenses incurred in performing his duties under the agreement.
If either Mr. Sobel voluntarily terminates employment without “good reason” or Broadstreet Bank terminates his employment for “cause,” he will be entitled to receive the sum of his (i) unpaid salary, (ii) unpaid expense reimbursements, (iii) accrued but unused paid time off, (iv) earned but unpaid incentive compensation for the previous fiscal year, and (v) vested benefits under any employee benefit plan of Broadstreet Bank (the “Accrued Obligations”).
If Mr. Sobel’s employment involuntarily terminates for reasons other than cause, disability or death, or if he resigns for “good reason,” in either event other than in connection with a change in control, he will receive a severance payment, paid in a lump sum, equal to the Accrued Obligations plus the base salary and bonus (based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would have received during the remaining term of the employment agreement. In addition, if he elects Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage, Broadstreet Bank will reimburse his monthly COBRA premium payments for up to 12 months.
If Mr. Sobel’s employment involuntary terminates for reasons other than cause, disability or death, or if he resigns for “good reason,” in either event within two years following a change in control, he will receive a severance payment, paid in a single lump sum, equal to the Accrued Obligations plus two and one-half times his base salary and average bonus earned during the three calendar years before the change in control. In addition, if he elects COBRA coverage, Broadstreet Bank will reimburse his monthly COBRA premium payments for up to 18 months.
For purposes of the employment agreement, “good reason” includes (i) a material reduction in Mr. Sobel’s base salary and/or aggregate incentive compensation opportunities under Broadstreet Bank’s annual and long-term incentive plans or programs, as applicable; (ii) a material reduction in his authority, duties or responsibilities from the attributes associated with his executive position; (iii) a relocation of his principal place of employment by more than 35 miles from his principal location of work; or (iv) a material breach of the employment agreement by Broadstreet Bank.
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Should Mr. Sobel become disabled during the term of the employment agreement, Broadstreet Bank may terminate his employment, and he will receive the Accrued Obligations plus disability benefits, if any, provided under a long-term disability plan sponsored by Broadstreet Bank. If he dies while employed by Broadstreet Bank, his beneficiaries will receive the Accrued Obligations.
Upon termination of employment, Mr. Sobel must adhere to one-year non-solicitation restrictions set forth in the employment agreement.
Employment Agreement with Mr. Strange. Broadstreet Bank has entered into an employment agreements with Mr. Strange. The employment agreements has a term of two years. The initial term of the employment agreement will extend automatically for one additional year on each anniversary of the effective date of the agreement (i.e., each March 1st), so that the remaining term is again two years, unless either Broadstreet Bank or the executive give notice to the other party of non-renewal. At least 30 days before each anniversary date of the employment agreement, the disinterested members of the board of directors of Broadstreet Bank will conduct a comprehensive evaluation and review of the executive’s performance for purposes of determining whether to stop the renewal of the employment agreement. Notwithstanding the foregoing, if Texas Community Bancshares or Broadstreet Bank enters a transaction that would constitute a change in control, as defined under the employment agreement, the term of the employment agreement would automatically extend so that it would expire no less than two years following the effective date of the change in control.
The employment agreement specifies the base salary of Mr. Strange, which currently is $153,120. The Board of Directors of Broadstreet Bank or the Compensation Committee may increase, but not decrease, the base salary. In addition to base salary, the employment agreement provides that the executive will participate in any bonus plan or arrangement of Broadstreet Bank in which senior management is eligible to participate and/or may receive a bonus on a discretionary basis, as determined by the Compensation Committee. The executive is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Broadstreet Bank and the reimbursement of reasonable travel and other business expenses incurred in the performance of his duties with Broadstreet Bank.
Broadstreet Bank may terminate the employment of the executive, or the executive may resign from his employment, at any time with or without good reason. Under the employment agreement, if Broadstreet Bank terminates Mr. Strange’s employment without cause or he voluntary resigns for “good reason” (i.e., a “qualifying termination event”), Broadstreet Bank will pay him a severance payment equal to the base salary and bonuses (based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would have received during the remaining term of the employment agreement. In addition, he will be reimbursed for his monthly COBRA premium payments for up to 18 months.
If a qualifying termination event occurs at or within two years following a change in control of Texas Community Bancshares or Broadstreet Bank, Mr. Strange would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to two times the sum of (i) his base salary in effect as of the date of termination or immediately before the change in control, whichever is higher, and (ii) and highest annual cash bonus earned by Mr. Strange for the year in which the change in control occurs or any of the three prior calendar years. In addition, he will be reimbursed for his monthly COBRA premium payments for up to 18 months.
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The employment agreement terminate upon Mr. Strange’s death or disability. Upon termination of employment (other than a termination in connection with a change in control), he will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in the employment agreement.
Employment Agreement with Mr. McCrary. Broadstreet Bank has entered into an employment agreements with Mr. McCrary. The employment agreement has an initial term of one year, expiring on December 1, 2026. Unless Broadstreet Bank’s board of directors provides notice to Mr. McCrary at least 30 days before the end of the term of the employment agreement, the term will renew for an additional year at the end of the initial term and each succeeding term. If a change in control occurs during the term of the employment agreement, the term of the employment agreement will automatically renew so that the term expires no sooner than 2 years from the effective date of the change in control.
The employment agreement provides for Mr. McCrary’s annual base salary, which currently is $150,000. Broadstreet Bank’s board of directors may increase or decrease the base salary at any time. In addition to receiving a base salary, he will be eligible to participate in any bonus program and benefit plans made available to senior management employees.
If either Mr. McCary voluntarily terminates employment without “good reason” or Broadstreet Bank terminates his employment for “cause,” he will be entitled to receive the sum of his (i) unpaid salary, (ii) unpaid expense reimbursements, (iii) accrued but unused paid time off and (iv) vested benefits under any employee benefit plan of Broadstreet Bank (the “Accrued Obligations”).
If Mr. McCrary’s employment involuntary terminates for reasons other than “cause,” disability or death, or if he resigns for “good reason,” in either event other than in connection with a change in control, he will receive a severance payment, paid in a lump sum, equal to the Accrued Obligations plus the base salary and bonus (based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would have received during the remaining term of the employment agreement. In addition, if he elects COBRA coverage, Broadstreet Bank will reimburse his monthly COBRA premium payments for up to 18 months.
If Mr. McCrary’s employment involuntary terminates for reasons other than “cause,” disability or death, or if he resigns for “good reason,” in either event within 2 years following a change in control, he will receive a severance payment, paid in a lump sum, equal to the Accrued Obligations plus two times his base salary and average bonus earned during the three calendar years before the change in control. In addition, if he elects COBRA coverage, Broadstreet Bank will reimburse his monthly COBRA premium payments for up to 18 months.
For purposes of the employment agreement, “good reason” includes (i) a material reduction in Mr. McCrary’s base salary and/or aggregate incentive compensation opportunities under Broadstreet Bank’s annual and long-term incentive plans or programs, as applicable; (ii) a material reduction in his authority, duties or responsibilities from the attributes associated with his executive position; or (iii) a material breach of the employment agreement by Broadstreet Bank.
Should Mr. McCrary become disabled during the term of the employment agreement, Broadstreet Bank may terminate his employment, and he will receive the Accrued Obligations plus disability benefits, if any, provided under a long-term disability plan sponsored by Broadstreet Bank. If he dies while employed by Broadstreet Bank, his beneficiaries will receive the Accrued Obligations.
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Upon termination of employment, Mr. McCrary must adhere to one-year non-solicitation restrictions set forth in the employment agreement.
Split-Dollar Life Insurance. Broadstreet Bank maintains the Broadstreet Bank Split Dollar Life Insurance Plan, in which Mr. Strange participates. Broadstreet Bank purchased a life insurance policy on his life in an amount sufficient to provide for the benefits under the plan. Mr. Strange has the right to designate the beneficiary who will receive his share of the proceeds payable upon his death. The policy is owned by Broadstreet Bank, which paid the premium due on it. Under the plan, Mr. Strange’s beneficiary would receive $100,000, or the net death benefit upon the death of Mr. Strange (and Broadstreet Bank is entitled to the remaining death benefit) if his death occurs before a separation from service, or after a separation from service following Mr. Strange attaining age 65, or after a separation from service when the sum of his age and years of service with Broadstreet Bank equals or exceeds 90.
401(k) Plan. Broadstreet Bank maintains the Broadstreet Bank 401(k) Profit Sharing Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Broadstreet Bank.
Under the 401(k) Plan a participant may elect to defer, on a pre-tax basis, the maximum amount of compensation permitted by the Code, to the extent that amount does not exceed 90% of his or her compensation. For 2026, the salary deferral contribution limit is $24,500, provided, however, that a participant over age 50 may contribute an additional $8,000 to the 401(k) Plan. In addition to salary deferral contributions, Broadstreet Bank may make discretionary matching contributions and other discretionary employer contributions.
Employee Stock Ownership Plan. Broadstreet Bank maintains the Broadstreet Bank ESOP, a tax-qualified defined contribution plan for eligible employees. The named executive officers are eligible to participate in the ESOP on the same terms as other eligible employees of Broadstreet Bank.
The ESOP trustee holds the shares purchased by the ESOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan used to purchase the shares. The trustee will allocate the shares released among participants based on each participant’s proportional share of compensation relative to all participants. A participant will vest in his or her account balance based on his or her years of service at the rate of 20% per year of service, beginning after one year of service, so that a participant will be fully vested after completing six years of credited service.
Equity Incentive Plan. Texas Community Bancshares has adopted the Texas Community Bancshares, Inc. 2022 Equity Incentive Plan, which was approved by stockholders. It provides for the granting of incentive and non-statutory stock options to purchase shares of Company common stock and the granting of awards of restricted stock and restricted stock units.
Outstanding Equity Awards at December 31, 2025
The following table provides information as of December 31, 2025 regarding equity awards that are outstanding to each named executive officer.
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| Name | Number
of Securities Underlying Unexercised Options Exercisable | Number
of Securities Underlying Unexercised Options Unexercisable (1) | Option Exercise Price | Option Expiration Date | Number
of Shares of Restricted Stock That Have Not Vested (2) | Market
Value of Shares of Restricted Stock That Have Not Vested (3) | ||||||||||||||||||
| Jason Sobel | 23,455 | 35,184 | $ | 13.75 | 02/28/2033 | 14,073 | $ | 252,892 | ||||||||||||||||
| Julie Sharff | 15,636 | 23,457 | 15.67 | 02/28/2033 | 9,383 | 168,613 | ||||||||||||||||||
| Haskell Strange | 9,772 | 14,661 | 15.67 | 02/28/2033 | 5,865 | 105,394 | ||||||||||||||||||
| Jason McCrary | — | — | — | — | — | — | ||||||||||||||||||
| (1) | Stock options vest in five approximately equal installments. The first installment vested on February 28, 2024. |
| (2) | Restricted stock awards vest in five approximately equal installments. The first installment vested on February 28, 2024. |
| (3) | Based upon the closing stock price of $17.97 per share on December 31, 2025. |
Policies and Practices Related to the Grant of Certain Equity Awards
While Texas Community Bancshares does not have
formal policy or obligation that requires it to grant or award equity-based compensation on specific date, the Compensation Committee
and the Board of Directors have a
Other Information Relating to Directors and Executive Officers
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Texas Community Bancshares’s executive officers and directors, and persons who own more than 10% of any registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities Exchange Commission. These persons are required by regulation to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of the reports we have received and of written representations provided to us by the individuals required to file the reports, we believe that each executive officer, director and greater than 10% beneficial owner has complied with applicable reporting requirements for transactions in Texas Community Bancshares common stock during the fiscal year ended December 31, 2025.
Transactions with Related Persons
Loans and Extensions of Credit. Federal securities law generally prohibits publicly-traded companies from making loans to their executive officers and directors, but it contains a specific exemption from this prohibition for loans made by federally-insured financial institutions, such as Broadstreet Bank, to their executive officers and directors in compliance with federal banking regulations. Federal banking regulations permit executive officers and directors to receive the same terms that are widely available to other employees so long as the director or executive officer is not given preferential treatment compared to the other participating employees. At December 31, 2025, all loans to directors and executive officers were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Broadstreet Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at December 31, 2025, and they were made in compliance with federal banking regulations.
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Other Transactions. Neither Texas Community Bancshares nor Broadstreet Bank has entered into any other transactions since January 1, 2025, in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.
Submission of STOCKHOLDER Business Proposals and Nominations
Texas Community Bancshares must receive proposals that shareholders seek to include in the proxy statement for its next annual meeting no later than December 17, 2026. If next year’s annual meeting is held on a date that is more than 30 calendar days from May 19, 2027, a shareholder proposal must be received by a reasonable time before we begin to print and mail our proxy solicitation materials for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.
Under Securities and Exchange Commission Rule 14a-19, a stockholder intending to engage in a director election contest with respect to the annual meeting of stockholders in 2027 must give Texas Community Bancshares notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting. If next year’s annual meeting is held on a date that is more than 30 calendar days from May 19, 2027, then notice must be given by the later of 60 calendar days before the date of the annual meeting or the 10th calendar day following the day on which Texas Community Bancshares first makes public announcement of the date of the annual meeting.
In addition to the requirement set forth under Securities and Exchange Commission Rule 14a-19, under the Corporation’s bylaws, for a stockholder to properly bring business before an annual meeting or make nominations for the election of directors, the stockholder must give written notice to our Corporate Secretary at our principal executive office not less than ninety (90) days nor more than one hundred (100) days before the anniversary of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than thirty (30) days before the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Corporate Secretary at the principal executive office no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the 10th day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made. Such written notice must also contain the information specified by the Bylaws. A copy of the Bylaws may be obtained by contacting our Corporate Secretary.
STOCKholder Communications
Stockholders who wish to communicate with the Board of Directors or an individual director should do so in writing to Texas Community Bancshares, Inc., 215 West Broad Street, Mineola, Texas 75773. Communications regarding financial or accounting policies may be made in writing to the Chair of the Audit Committee, at the same address. All other communications should be sent in writing to the attention of the Chair of the Nominating and Corporate Governance Committee at the same address.
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Miscellaneous
Texas Community Bancshares will pay the cost of this proxy solicitation and will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending proxy materials to the beneficial owners of Texas Community Bancshares common stock. In addition to soliciting proxies by mail, our directors, officers and regular employees may solicit proxies personally or by telephone without receiving additional compensation.
Texas Community Bancshares’s Annual Report on Form 10-K is included with this proxy statement. Any stockholder who has not received a copy of the Form 10-K may obtain a copy by writing to our Corporate Secretary or by accessing a copy online. See “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 19, 2026.” The Form 10-K is not to be treated as part of the proxy solicitation material or as having been incorporated in this proxy statement by reference.
If you and others who share your address own your shares of Texas Community Bancshares common stock in “street name,” your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.
Please vote by marking, signing, dating and promptly returning a proxy card or by voting via the Internet.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Chaska Caraway | |
| Corporate Secretary |
Mineola, Texas
April 16, 2026
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TEXAS COMMUNITY BANCSHARES, INC.
Annual Meeting of Stockholders
May 19, 2026
THIS REVOCABLE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Johnny Sherrill, Mark Pickens and Demethrius Boyd, as attorneys and proxies each with full powers of substitution, to represent the undersigned and to vote all shares of common stock of Texas Community Bancshares, Inc. (the “Company”) that the undersigned is entitled to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the main office of Broadstreet Bank, SSB, 215 West Broad Street, Mineola, Texas 75773, on Tuesday, May 19, 2026, at 10:00 a.m., Central Time. The above named attorneys and proxies are authorized to cast all votes to which the undersigned is entitled as set forth below.
THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED IT WILL BE VOTED “FOR” THE DIRECTOR NOMINEES AND “FOR” THE OTHER LISTED PROPOSAL.
Should the undersigned be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Company’s Secretary at the Annual Meeting of the undersigned’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of the Company at the address set forth on the Notice of Annual Meeting or by submitting a signed, later-dated proxy prior to a vote being taken on a proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company, prior to the execution of this proxy, of the Notice of Annual Meeting and Proxy Statement for the Annual Meeting and the Annual Report to Stockholders.
Please complete, sign and date this proxy and return it promptly in the enclosed envelope.
The Board of Directors unanimously recommends a vote “FOR” the director nominees and “FOR” the other listed proposal.
| 1. | Election of Directors: |
| FOR | WITHHOLD | |||
| 01. Jason Sobel | ☐ | ☐ | ||
| 02. Anthony R. Scavuzzo | ☐ | ☐ | ||
| 03. Bryan Summerville | ☐ | ☐ |
| 2. | To ratify the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| Date | ||
| Signature of Stockholder | ||
| Signature of Stockholder | ||
NOTE: Please sign exactly as your name appears on this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If shares are held jointly, each holder should sign but the signature of only one holder is required.
| ☐ | I agree to receive all future communications related to these securities holdings electronically via the email address provided below. I understand I am able to change this selection at any time in the future. |
| EMAIL ADDRESS: |
Voting Instructions on Reverse Side.
Voting Instructions
You may vote your proxy in the following ways:
| 🖰 | Via Internet: | |
| 🖰 | Login to https://www.annualgeneralmeetings.com/tcsb2026/ | |
| 🖰 | Enter your control number (12 digit number located below) | |
| + | Via Mail: | |
Pacific Stock Transfer Company c/o Proxy Department 6725 Via Austi Parkway, Suite
300 |
CONTROL NUMBER
You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m., Central Time, on May 18, 2026.
Your Internet vote authorizes the named proxies to vote in the same manner as if you marked, signed, dated, and returned your proxy card.
Dear ESOP Participant:
On behalf of the Board of Directors of Texas Community Bancshares, Inc. (the “Company”), please find enclosed a Vote Authorization Form to convey your voting instructions to Community Bank of Pleasant Hill d/b/a First Trust of MidAmerica (the “Trustee”), the trustee of the Broadstreet Bank, SSB Employee Stock Ownership Plan (the “ESOP”), on the proposals to be presented at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 19, 2026. Also enclosed are the Notice of Annual Meeting and Proxy Statement and the Company’s 2025 Annual Report on Form 10-K.
As an ESOP participant, you are entitled to instruct the Trustee how to vote the shares of Company common stock allocated to your account as of March 27, 2026, the voting record date for the Annual Meeting. The Trustee will vote all allocated shares of Company common stock as directed by participants, so long as the Trustee receives participant instructions no later than May 12, 2026. If you do not direct the Trustee how to vote the shares of Company common stock allocated to your account, the Trustee will vote your shares in a manner calculated to reflect most accurately the instructions that it receives from other participants, subject to its fiduciary duties. Please complete, sign, date and return the enclosed Vote Authorization Form promptly in the accompanying postage-paid envelope.
Your voting instructions will not be revealed, directly or indirectly, to any employee or director of the Company or Broadstreet Bank, SSB.
| Sincerely, | |
| Jason Sobel | |
| President and Chief Executive Officer |
VOTE AUTHORIZATION FORM
I understand that Community Bank of Pleasant Hill d/b/a First Trust of MidAmerica (the “Trustee”), the trustee for the Broadstreet Bank, SSB Employee Stock Ownership Plan (the “ESOP”), is the holder of record and custodian of all shares of common stock of Texas Community Bancshares, Inc. (the “Company”) allocated to my account in the ESOP. I further understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the 2026 Annual Meeting of Stockholders to be held on May 19, 2026.
Accordingly, the Trustee is hereby authorized to vote all shares allocated to my account as follows:
| 1. | The election as directors of the nominees listed: |
| FOR | WITHHOLD | |||
| Jason Sobel | ☐ | ☐ | ||
| Anthony R. Scavuzzo | ☐ | ☐ | ||
| Bryan Summerville | ☐ | ☐ |
| 2. | The ratification of the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| FOR | AGAINST | ABSTAIN | ||
| ☐ | ☐ | ☐ |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES AND “FOR” PROPOSAL 2.
| Signature |
| Date |
Please complete, sign, date and return this form in the enclosed, postage-paid envelope no later than May 12, 2026.