TCBX 8-K
Third Coast Bancshares, Inc. (TCBX)
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
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
(b) On December 1, 2025, Vicki Alexander, Executive Vice President and Chief Risk and Operations Officer, announced her retirement and resignation as Principal Operating Officer of Third Coast Bank (the “Bank”), a wholly-owned subsidiary of Third Coast Bancshares, Inc. (the “Company”), to be effective December 31, 2025. In connection with Ms. Alexander’s retirement, the Bank and Ms. Alexander entered into a Separation Agreement and Release, dated December 1, 2025, containing a general release of claims (the “Separation Agreement”). Ms. Alexander will be eligible to receive the following, subject to continued compliance with the applicable restrictive covenants and the terms of the Separation Agreement: (i) $211,562.96 in cash, representing approximately six-months base salary and (ii) an amount equal to six months of the cost of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985.
The Company has initiated the process to identify a new Chief Operations Officer and Chief Risk Officer. Until such time as Ms. Alexander’s successors are employed, the duties of the Chief Operations Officer and Chief Risk Officer will be allocated among the Bank’s management team.
The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description of Exhibit |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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THIRD COAST BANCSHARES, INC. |
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Date: |
December 5, 2025 |
By: |
/s/ R. John McWhorter |
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R. John McWhorter |
Exhibit 10.1
Execution Version
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (this “Agreement”) is made and entered into this 1st day of December, 2025 (the “Effective Date”), by and between Vicki Alexander (“Executive”), and Third Coast Bank, a Texas banking association (the “Bank”, and together with Third Coast Bancshares, Inc. (“Parent”), and each of their respective subsidiaries and affiliates, the “Bank Group”).
WITNESSETH:
Whereas, Executive is currently employed by the Bank as its Executive Vice President and Chief Risk and Operations Officer;
Whereas, the parties have agreed that Executive will terminate her employment with the Bank as of the close of business on December 31, 2025 (the “Termination Date”); and
Whereas, the parties desire to evidence certain agreements and covenants between them in connection with such termination of employment;
Now, therefore, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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{Signature Page Follows}
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In exchange for the promises contained in this Agreement and conditioned on Executive’s timely delivery and non-revocation of the Release, the Bank promises to provide the Severance.
THIRD COAST BANK
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By: |
/s/Bart O. Caraway |
Name: |
Bart O. Caraway |
Title: |
Chairman, President and Chief Executive Officer |
Date: |
December 1, 2025 |
In exchange for consideration and other promises contained in this Agreement, Executive is entering into this Agreement voluntarily, deliberately, and with all information needed to make an informed decision to enter this Agreement. The Bank has provided Executive with the opportunity to ask any questions regarding this Agreement, and provided notice of and an opportunity to retain an attorney, or Executive already is represented by an attorney.
EXECUTIVE
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/s/Vicki Alexander |
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Name: |
Vicki Alexander |
Date: |
December 1, 2025 |
Exhibit A
Waiver and Release
Reference is hereby made to the Separation Agreement and Release (the “Separation Agreement”) to which this Waiver and Release (this “Release”) is attached. Capitalized terms used but not defined in this Release have the meanings ascribed in the Separation Agreement.
As a condition precedent to my right to receive the Severance set forth in Section 2 of the Separation Agreement, I, Vicki Alexander, hereby agree as follows:
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IN WITNESS WHEREOF, I, Vicki Alexander, have executed this Release as of the below-indicated date.
THIS AGREEMENT MAY NOT BE SIGNED BEFORE TERMINATION DATE
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(Signature)
Print Name: Vicki Alexander
Date Executed: ______________________________________________