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)) |
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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 2.01 Completion of Acquisition or Disposition of Assets.
On February 1, 2026, Third Coast Bancshares, Inc. (the “Company”), a Texas corporation and the parent company of Third Coast Bank (“Third Coast Bank”), a Texas banking association, completed its merger with Keystone Bancshares, Inc. (“Keystone”), a Texas corporation and the parent company of Keystone Bank, SSB (“Keystone Bank”), a Texas state savings bank, pursuant to the terms of the Agreement and Plan of Reorganization, dated as of October 22, 2025, by and among the Company, Arch Merger Sub, Inc. (“Merger Sub”), a Texas corporation and a wholly owned subsidiary of the Company, and Keystone (the “Merger Agreement”).
Pursuant to the Merger Agreement, on February 1, 2026, Merger Sub merged with and into Keystone (the “Merger”), with Keystone surviving as a wholly owned subsidiary of the Company. Immediately following the Merger, Keystone merged with and into the Company, with the Company surviving the merger (the “Second Step Merger”). Immediately following the Second Step Merger, Keystone Bank merged with and into Third Coast Bank, with Third Coast Bank surviving the merger.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $1.00 per share, of Keystone (“Keystone common stock”) was converted into the right to receive, without interest, the following: (a) for each share of Keystone common stock with respect to which such holder made a cash election in accordance with the terms of the Merger Agreement (each, a “Cash Election Share”), (i) approximately $12.60 in cash and (ii) 0.13540 shares of common stock, par value $1.00 per share, of the Company (“Third Coast common stock”); and (b) for each share of Keystone common stock that was not a Cash Election Share, 0.45925 shares (the “exchange ratio”) of Third Coast Common Stock (the “Stock Consideration”). No fractional shares of Third Coast common stock were issued in connection with the Merger. Holders of Keystone common stock who would otherwise have been entitled to a fraction of a share of Third Coast common stock upon the completion of the Merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent), determined by multiplying the fractional share by $38.90, which was the TCBX Closing VWAP (as defined in the Merger Agreement).
Pursuant to the Merger Agreement, each outstanding equity award with respect to Keystone common stock was treated as follows:
Keystone Options: Each option to purchase shares of Keystone common stock granted under the Keystone Bancshares, Inc. 2021 Equity Incentive Plan dated as of April 26, 2021, as amended (the “Keystone Stock Plan”), or in any individual Keystone stock option award agreement (each, a “Keystone Option”), whether vested or unvested, that was outstanding and unexercised immediately before the Effective Time ceased, at the Effective Time, to represent a right to acquire shares of Keystone common stock and was converted at the Effective Time, without any action on the part of the holder of such Keystone Option, into an option to purchase Third Coast common stock (a “Converted Stock Option”), with the number of shares of Third Coast common stock subject to each such Converted Stock Option and the exercise price of each such Converted Stock Option adjusted based on the exchange ratio. Each Converted Stock Option remains subject to the same terms and conditions (including, as applicable, vesting (including any performance-based conditions) and forfeiture terms) as were applicable to the corresponding Keystone Option immediately prior to the Effective Time (except for any required acceleration of vesting and exercisability of such Keystone Option pursuant to the terms of the Keystone Stock Plan and any related award agreement as in effect on the date of the Merger Agreement without any further action by Keystone or administrative changes that are not materially adverse to the holder thereof).
Keystone Restricted Stock Units and Restricted Stock: As of the Effective Time, (i) each restricted stock unit award in respect of shares of Keystone common stock granted under the Keystone Stock Plan or in any individual Keystone restricted stock unit award agreement (each, a “Keystone RSU”) that was outstanding immediately before the Effective Time was fully vested, canceled and converted into the right to receive the Stock Consideration for each share of Keystone common stock earned upon such vesting pursuant to the terms of such Keystone RSU, and (ii) each award of shares of Keystone common stock subject to vesting or repurchase granted under the Keystone Stock Plan or in any individual Keystone restricted stock award agreement (each, a “Keystone Restricted Stock Award”) that was outstanding immediately before the Effective Time was fully vested, canceled and converted into the right to receive the Stock Consideration for each share of Keystone common stock subject to such Keystone Restricted Stock Award immediately prior to the Effective Time.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference.
The total aggregate consideration payable in the Merger was approximately 2.6 million shares of Third Coast common stock and $20 million in cash. The issuance of shares of Third Coast common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-291826) filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective on December 19, 2025 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Merger Agreement and the transactions contemplated thereby.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, as of the Effective Time, the size of the board of directors of the Company (the “Company Board”) and the board of directors of Third Coast Bank (the “Bank Board”) were each increased by two directors to consist of a total of 16 directors. In accordance with the terms of the Merger Agreement, effective as of immediately after the Effective Time, Jeffrey A. Wilkinson was appointed as a Class B director of the Company and Clint Greenleaf was appointed as a Class C director of the Company to fill the new vacancies on the Company Board, and Mr. Wilkinson and Mr. Greenleaf were appointed as directors of Third Coast Bank to fill the new vacancies on the Bank Board.
Other than the Merger Agreement, there are no arrangements between Mr. Wilkinson or Mr. Greenleaf and any other person pursuant to which Mr. Wilkinson or Mr. Greenleaf were selected as directors. As a non-employee member of the Company Board and the Bank Board, Mr. Greenleaf will be compensated for such service as described in the proxy statement filed by the Company with the SEC on April 17, 2025 in connection with its 2025 annual meeting of shareholders and in any information that the Company has filed or files with the SEC that updates or supersedes that information.
As previously disclosed in the Joint Proxy Statement/Prospectus, in connection with the execution of the Merger Agreement, the Company, Third Coast Bank and Keystone Bank executed an employment agreement with Mr. Wilkinson, the former Chairman and Chief Executive Officer of Keystone and Keystone Bank, that became effective upon the Effective Time (the “Wilkinson Employment Agreement”). The Wilkinson Employment Agreement provides for Mr. Wilkinson to serve as an employee of Third Coast Bank for a period of two years following the Effective Time, subject to automatic one-year renewal periods, and further provides that Mr. Wilkinson will serve as the Chairman – Austin Market of Third Coast Bank, reporting to the Chief Executive Officer of Third Coast Bank, or his designee.
The Wilkinson Employment Agreement provides for an annualized base salary of $481,500, a special retention bonus of $1,400,000, half of which will be paid within 30 days of the Effective Time and half of which will be paid one year after the Effective Time, and provides for Mr. Wilkinson’s eligibility to earn an annual incentive bonus based on certain performance metrics, receive discretionary equity awards under the Company’s equity incentive plan and receive a time-based restricted stock award of 10,000 restricted shares of Third Coast common stock vesting in five equal annual installments. Mr. Wilkinson will also be eligible to receive customary benefits in connection with his continued employment with Third Coast Bank. The Wilkinson Employment Agreement also subjects Mr. Wilkinson to certain ongoing confidentiality obligations, as well as noncompetition and nonsolicitation obligations with a duration of one year following the termination of Mr. Wilkinson’s employment with Third Coast Bank.
If Mr. Wilkinson’s employment is terminated by Third Coast Bank without cause or by Mr. Wilkinson for good reason (as such terms are defined in the Wilkinson Employment Agreement), subject to execution of a general release of claims, Mr. Wilkinson will be entitled to receive his base salary and benefits through the date of termination, his base salary for an additional 12 months after termination, an amount equal to the average annual bonus received by Mr. Wilkinson in the three years prior to termination, and any unpaid portion of the retention bonus.
Other than the foregoing transactions, neither Mr. Wilkinson nor Mr. Greenleaf has any direct or indirect material interest in any transaction, or proposed transaction, in which the Company was, or is to be, a participant that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Wilkinson Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Wilkinson Employment Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 2, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed
(d) Exhibits.
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Description of Exhibit |
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2.1 |
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10.1† |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
† Indicates a management contract or compensatory plan.
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: |
February 2, 2026 |
By: |
/s/ R. John McWhorter |
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R. John McWhorter |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 22, 2025 (the “Effective Date”) by and between Jeff Wilkinson (“Executive”), Third Coast Bank, a Texas banking association (the “Bank”), Keystone Bank, SSB, a Texas state savings bank with its principal office in Bee Cave, Texas (“Keystone Bank”), and solely for the purpose of evidencing its agreement to issue shares of restricted stock pursuant to Section 4.4, Third Coast Bancshares, Inc., a Texas corporation, a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and sole shareholder of the Bank (“TCBX”).
WHEREAS, this Agreement is being entered into in connection with the Agreement and Plan of Reorganization (the “Reorganization Agreement”) dated effective as of October 22, 2025, by and among TCBX, Arch Merger Sub, Inc. (“Merger Sub”), a Texas corporation and wholly owned subsidiary of TCBX, and Keystone Bancshares, Inc. (“Keystone”), a Texas corporation, registered bank holding company under the BHCA, and sole shareholder of Keystone Bank;
WHEREAS, Executive’s agreement to and compliance with the provisions of Section 7 of this Agreement are a material factor, material inducement and material condition to TCBX’s participation in the transactions contemplated by the Reorganization Agreement. Moreover, Executive acknowledges that a substantial portion of the value of the transactions contemplated by the Reorganization Agreement is Executive’s promises to refrain from competing with the Bank and its affiliates as set forth in Section 7 hereof;
WHEREAS, as of the date of entry into the Reorganization Agreement, Executive was an officer of Keystone Bank and is receiving a considerable benefit as a result of the transactions contemplated by the Reorganization Agreement;
WHEREAS, the Bank desires to employ Executive on the terms and conditions set forth herein commencing at the Effective Time (as defined the Reorganization Agreement) (the “Effective Time”); and
WHEREAS, Executive desires to be employed by the Bank commencing at the Effective Time on such terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Subject to Executive’s continuing employment with Keystone Bank as of immediately prior to the Effective Time, Executive’s employment by the Bank hereunder shall commence as of the Effective Time and shall continue until the second (2nd) anniversary of the Effective Time, unless terminated earlier pursuant to Section 5 of this Agreement; provided that, on such second (2nd) anniversary of the Effective Time and on each annual anniversary of the Effective Time thereafter (such third anniversary date and each annual anniversary thereafter, a “Renewal Date”), this Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year each, unless either party provides written notice to the other party of its intention not to extend the term of this Agreement at least ninety (90) days prior to the applicable Renewal Date. The period during which Executive is employed by the Bank hereunder is hereinafter referred to as the “Employment Term.” However, if the Reorganization Agreement
is terminated for any reason before the Effective Time occurs, Executive will not be employed by the Bank under this Agreement, and, excepting only Section 7.10(a), (x) all provisions of this Agreement will terminate as of the time of termination of the Reorganization Agreement and (y) there will be no liability of any kind under this Agreement.
Keystone Bank and Executive are parties to that certain Amended and Restated Employment Agreement dated March 31, 2022 (the “Prior Employment Agreement”). Keystone Bank and Executive hereby agree that the Prior Employment Agreement shall terminate effective at the Effective Time, except that Sections 10 (Non-Disclosure and Confidentiality), 12 (Non-Competition), and 13 (Non-Solicitation of Employees and Customers) of the Prior Employment Agreement shall survive such termination and Executive reaffirms his continuing obligations thereto (the “Keystone Continuing Obligations”). Keystone Bank and Executive agree that, upon the termination of the Prior Employment Agreement, Executive shall have no further rights under the Prior Employment Agreement. Executive agrees and acknowledges the benefits that Executive will receive pursuant to this Agreement constitute consideration to which Executive is not otherwise entitled and is adequate consideration to support termination of the Prior Employment Agreement.
During the Employment Term, Executive shall serve as Chairman - Austin Market, reporting to the Chief Executive Officer of the Bank (the “CEO”) or the CEO’s designee (as applicable, the “Supervisor”). In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Supervisor, which duties, authority and responsibility shall be customary for persons occupying such positions in companies of like size and type.
During the Employment Term, Executive shall devote his best efforts and all of his full business time and attention to the performance of Executive’s duties hereunder (except for permitted paid time off and reasonable periods of illness or other incapacity) and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly. Notwithstanding the foregoing, nothing herein shall preclude Executive from (a) performing services for such other companies as the Supervisor may designate or permit, (b) serving, with the prior written consent of the Supervisor, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of noncompeting businesses or charitable, educational or civic organizations, (c) engaging in charitable activities and community affairs, and (d) managing Executive’s personal investments and affairs; provided, however, that the activities set forth in clauses (a) through (d) shall be limited by Executive so as not to conflict or materially interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder. During the Employment Term, Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner.
During the Employment Term, the principal place of Executive’s employment shall be Austin, Texas, provided that, Executive may be required to travel on Bank business during the Employment Term.
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During the Employment Term, the Bank shall pay Executive an annual base salary at a rate of not less than $481,500.00 in periodic installments in accordance with the Bank’s normal payroll practices, but no less frequently than monthly. Executive’s base salary shall be reviewed at least annually. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.
The Bank shall pay Executive a special retention bonus in the aggregate amount of $1,400,000 (the “Retention Bonus”), as follows: (a) 50% (i.e., $700,000) payable no later than thirty (30) days after the Effective Time (the “First Installment”) and (b) 50% (i.e., $700,000) payable on the first scheduled payroll date that occurs after the first anniversary of the Effective Time (the “Second Installment”). Each installment shall be payable only if the Executive remains continuously employed by the Bank through the applicable payment date. If Executive receives payment of the Second Installment, Executive hereby agrees to repay the Second Installment to the Bank in full, upon the Bank’s request therefor, if (x) Executive’s employment with the Bank terminates due to Executive’s resignation without Good Reason or by the Bank for Cause, in either case, prior to the two (2)-year anniversary of the Effective Time, or (y) Executive materially breaches any of his obligations under Section 7 of this Agreement or any of the Keystone Continuing Obligations.
For each completed calendar year of the Employment Term, Executive shall have the opportunity to earn an annual bonus (the “Annual Bonus”) at the discretion of the Bank. The process for determining the amount, and the performance goals or metrics applicable to such Annual Bonus, shall be established and evaluated on a basis consistent with the processes and criteria applicable to other similarly situated executive officers of the Bank.
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During the Employment Term, Executive shall be eligible to participate in all employee benefit plans, practices and programs maintained by the Bank, as in effect from time to time (but excluding, except as hereinafter provided in Section 5, any severance pay program or policy of the Bank), on a basis which is no less favorable than is provided to other similarly situated executives of the Bank, to the extent consistent with applicable law and the terms of the applicable employee benefit plans. The Bank reserves the right to amend or cancel any employee benefit plan at any time in its sole discretion, subject to the terms of such employee benefit plan and applicable law.
During the Employment Term, Executive shall be eligible for twenty-five (25) days of paid time off per calendar year (which shall be prorated for partial years) in accordance with the Bank’s paid time off policies, as in effect from time to time.
During the Employment Term, Executive shall be eligible for reimbursement of all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with the Bank’s expense reimbursement policies and procedures for senior executives. The Bank shall also pay the annual membership fee and other related expenses associated with Executive’s participation in the Vistage Worldwide professional organization.
Executive shall be transferred ownership of the current vehicle that was provided to Executive by Keystone Bank at no additional expense to Executive other than any taxes arising in connection with such transfer. In addition, during the Employment Term, the Bank shall pay or reimburse Executive in the amount of $1,000 per month (or such greater amount as approved by the CEO from time to time) for the continued use, purchase or lease of a vehicle for Executive’s transportation to and from the offices of the Bank and for use in engaging in activities in the name of or for the benefit of the Bank.
During the Employment Term, the Bank shall pay or reimburse Executive for costs and expenses related to the acquisition and use, including all related data and communication services, of a cellular telephone for use by Executive in engaging in activities in the name of or for the benefit of the Bank, in accordance with and subject to any limitations in the Bank’s cellular phone reimbursement policy.
During the Employment Term, the Bank shall pay or reimburse Executive for the membership dues and business-development related expenses associated with Executive’s membership at the Club at Horseshoe Bay and the Headliners Club (or at such other country club as may be mutually acceptable to Executive and the Bank) and such other clubs and organizations as may be agreed to by the CEO.
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Notwithstanding anything in this Agreement to the contrary, Executive shall be an at-will employee of the Bank, and the Employment Term and Executive’s employment hereunder may be terminated by either the Bank or Executive for any reason or no reason at any time; provided, however, that, unless otherwise provided herein, Executive shall be required to give the Bank at least thirty (30) days’ advance written notice of any termination of Executive’s employment by Executive. Upon termination of Executive’s employment during the Employment Term, Executive shall be eligible to receive the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Bank or any of its subsidiaries or affiliates.
The items set forth in Sections 5.1(a)(i) through 5.1(a)(iii) are referred to collectively in this Agreement as the “Accrued Amounts”.
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Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have thirty (30) calendar days from the delivery of written notice by the Bank within which to cure any acts constituting Cause; provided, however, that if the Bank reasonably expects irreparable injury from a delay of thirty (30) calendar days, the Bank may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. If the Bank does not terminate Executive’s employment for Cause within sixty (60) calendar days after the CEO becomes aware of all material facts and circumstances giving rise to the Bank’s right to terminate Executive for Cause, then the Bank will be deemed to have waived the Bank’s right to terminate for Cause with respect to such grounds.
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Executive cannot terminate Executive’s employment for Good Reason unless Executive has provided written notice to the Bank of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) calendar days of the initial existence of such grounds and the Bank has had at least thirty (30) calendar days from the date on which such notice is provided to cure such circumstances. If Executive does not terminate Executive’s employment for Good Reason within sixty (60) calendar days after the first occurrence of the applicable grounds, then Executive will be deemed to have waived Executive’s right to terminate for Good Reason with respect to such grounds.
The Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive shall be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement, Executive’s timely execution of a release of claims in favor of the Bank, its affiliates and their respective officers and directors, in a form to be provided by the Bank (the “Release”), and such Release becoming effective within either twenty-eight (28) or fifty-two (52) days, as applicable, following the Termination Date (such 28-day or 52-day period, the “Release Execution Period”), Executive shall be entitled to receive the following compensation and benefits:
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It is expressly understood that the Bank’s payment and reimbursement obligations under this Section 5.2 shall cease in the event Executive breaches any of the agreements in Section 6, Section 7 or Section 8 hereof, or any of the surviving provisions in the Prior Employment Agreement.
Any termination of Executive’s employment hereunder by the Bank or by Executive during the Employment Term (other than termination pursuant to Section 5.3(a) on account of Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) sent to the other party hereto in accordance with Section 21. The Notice of Termination shall specify:
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The Executive’s Termination Date shall be:
In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and any amounts payable pursuant to this Section 5 shall not be reduced by compensation Executive earns on account of employment with another employer.
Upon termination of Executive’s employment hereunder for any reason. Executive shall be deemed to have resigned from all positions that Executive holds with the Bank and its affiliates and as an officer or member of the board of directors (or a committee thereof) or similar governing body of the Bank or any of its affiliates. Executive covenants and agrees to take any and all actions reasonably requested by the Bank to effect or evidence such resignation(s).
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The parties agree that certain matters in which Executive will be involved during the Employment Term may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Bank and subject to Executive’s professional commitments, Executive shall cooperate with the Bank in connection with matters arising out of Executive’s service to the Bank; provided that, the Bank shall make reasonable efforts to
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minimize disruption of Executive’s other activities. the Bank shall pay Executive a reasonable per diem and reimburse Executive for reasonable expenses incurred in connection with such cooperation.
The Bank promises and agrees that, reasonably soon after the execution of this Agreement by Executive and during the Employment Term and as part of Executive’s employment under this Agreement, the Bank shall provide Executive with Confidential Information, which will enable Employee to perform his job for the Bank. In addition, after the Effective Time, Executive will have immediate access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint ventures, investors, financing sources, etc., of the Bank. Executive acknowledges that: (a) the Bank has devoted substantial time, effort, and resources to develop and compile the Confidential Information; (b) public disclosure of such Confidential Information would have an adverse effect on the business of the Bank; (c) the Bank would not disclose such information to Executive, nor would the Bank employ or continue to employ Executive without the agreements and covenants set forth in this Section 7; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information.
During Executive’s employment with the Bank, Executive will not compete with the Bank anywhere in the world. In accordance with this restriction, but without limiting its terms, during Executive’s employment with the Bank, Executive will not:
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During the Restricted Period (as defined below), Executive will not:
For purposes of this Section 7.3, the “Restricted Period” means the one (1)-year period beginning on the date of Executive’s termination.
For the purposes of Sections 7.2 and 7.3 inclusive, but without limitation thereof, Executive will be in violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive’s own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which Executive or Executive’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than two percent (2%) of the outstanding stock.
For the purposes of this Section 7, the Bank shall include, as of any relevant time, any and all direct and indirect subsidiaries, parents, affiliates, or related companies of the Bank.
For the purposes of this Agreement, the “Bank’s business” means managing, operating, controlling, participating in and carrying on domestic, international, personal and commercial banking services, including investment, trust, fiduciary, factoring and estate planning.
For the purposes of this Agreement, the “Restricted Territory” shall mean (a) the geographic area(s) within a fifty (50) mile radius of any and all the Bank and Keystone Bank location(s) in, to, or for which Executive ever worked, to which Executive was ever assigned or had any responsibility (either direct or supervisory) at the time of termination of Executive’s employment and at any time during the three (3) year period prior to such termination and (b) all of the specific customer accounts, whether within or outside of the geographic area described in (a) above, with which Executive had any contact or for which Executive had any responsibility (either direct or supervisory) at the time of termination of Executive’s employment and at any time during the three (3) year period prior to such termination.
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If it shall be judicially determined that Executive has violated any of Executive’s obligations under Section 7.3, then the period applicable to each obligation that Executive shall have been determined to have violated shall automatically be extended by a period of time equal in length to the period during which such violation(s) occurred.
Executive will not directly or indirectly at any time during the period of Executive’s employment or for a period of one (1) year following the termination of Executive’s employment for any reason, attempt to disrupt, damage, impair or interfere with the Bank’s business by soliciting or inducing or attempt to solicit or induce any employee of the Bank to leave the employ of the Bank or hire any person who was an employee of the Bank at any time during the Employment Term, or by disrupting the relationship between the Bank and any of its consultants, agents, representatives or vendors. Executive acknowledges that this covenant is necessary to enable the Bank to maintain a stable workforce and remain in business. Notwithstanding the foregoing, this covenant will not restrict Executive from engaging in general solicitations for employees that are not targeted at the employees of the Bank or responding to inquiries about potential employment from any persons in response to any such general solicitation.
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During Executive’s employment with the Bank and for one (1) year thereafter, Executive will communicate the contents of this Section 7 of this Agreement to any person, firm, association, partnership, corporation or other entity that Executive intends to be employed by, associated with, or represent.
Executive acknowledges and agrees that the remedy at law available to the Bank for breach of any of Executive’s obligations under this Agreement would be inadequate. Executive therefore agrees that, in addition to any other rights or remedies that the Bank may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision contained in Sections 7.2, 7.3, 7.9, 7.10, 7.11 and 7.12 inclusive, of this Agreement, without the necessity of proof of actual damage.
Executive acknowledges that Executive’s obligations under this Agreement are reasonable in the context of the nature of the Bank’s business and the competitive injuries likely to be sustained by the Bank if Executive were to violate such obligations and that these obligations do not place an undue burden on Executive. It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent legally-permissible. Accordingly, if any particular provision(s) of this
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Agreement shall be adjudicated to be invalid or unenforceable, the court may modify or sever such provision(s), such modification or deletion to apply only with respect to the operation of such provision(s) in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. The remaining provisions of this Agreement shall remain in full force and effect.
Executive agrees and covenants that Executive will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Bank or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.
This Section 8 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Executive shall (if lawful) promptly provide written notice of any such order to the Bank. In addition, this Section 8 does not in any way restrict or impede Executive from making good faith statements in internal performance discussions or reviews or denying false statements made by others.
Executive acknowledges and agrees that: (a) the services to be rendered by Executive to the Bank are of a special and unique character; (b) Executive will obtain knowledge and skill relevant to the Bank’s industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and (c) the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Bank.
Executive further acknowledges that: (x) the amount of Executive’s compensation reflects, in part, Executive’s obligations and the Bank’s rights under Section 7 and Section 8 of this Agreement; (y) Executive has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; and (z) Executive will not be subject to undue hardship by reason of Executive’s full compliance with the terms and conditions of Section 7 and Section 8 of this Agreement or the Bank’s enforcement thereof.
If, at the time of enforcement of any of the obligations in Section 7, a court shall hold that the duration, scope, or area restrictions are unreasonable, the parties agree that the maximum duration, scope, or area reasonable, as determined by the court, shall be substituted and that the court shall enforce the obligations as modified.
In the event of a breach or threatened breach by the Executive of Section 7 and Section 8 of this Agreement, Executive hereby consents and agrees that the Bank shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
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remedies, monetary damages or other available forms of relief. In addition, in the event of an alleged breach or violation by Executive of the obligations in Section 7, the non-compete period shall be tolled until such breach or violation has been cured.
Subject to Section 10( Remedies), Executive and the Bank agree to submit any controversy or claim arising out of this Agreement or otherwise relating to Executive’s employment with the Bank, the Bank’s parent(s), or any of the Bank’s subsidiaries or the termination of such employment (including, but not limited to any claims of breach of contract, wrongful termination or age, sex, race or other discrimination) exclusively to confidential binding arbitration before a single arbitrator. Any such arbitration will be fully and finally resolved in binding arbitration in a proceeding in Texas in accordance with the Federal Arbitration Act and the National Rules for the Resolution of Employment Disputes of the American Arbitration Association which are then in effect before a single arbitrator. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall be responsible for payment of its reasonable fees of attorneys, professionals and experts and other costs and fees incurred in connection with any arbitration relating to the interpretation or enforcement of any provision of this Agreement.
During the Employment Term and thereafter, Executive hereby consents to any and all reasonable and customary uses and displays, by the Bank and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during the period of Executive’s employment by the Bank, for all legitimate commercial and business purposes of the Bank (“Permitted Uses”), without royalty, payment or other compensation to Executive.
This Agreement, for all purposes, shall be construed in accordance with the laws of Texas without regard to conflicts of law principles. Subject to Section 11, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in Harris County, Texas. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. In any such proceeding, each of the parties hereby knowingly and willingly waives and surrenders such party’s right to trial by jury and agrees that such litigation shall be tried to a judge sitting alone as the trier of both fact and law, in a bench trial, without a jury.
Unless specifically provided herein, this Agreement contains all of the understandings and representations between Executive and the Bank pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter; provided, however, that if Executive and the Bank enter into a separate restrictive covenant agreement and the provisions of that agreement conflict with the provisions in this Agreement, the provision that entitles the Bank to the broadest relief under applicable law shall control; provided, further, that, with the exception of Section 5.8 (Section 280G), nothing in this Agreement shall
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supersede, limit or in any way affect any rights Executive may have under any employee benefit plan, program or agreement.
The parties mutually agree that this Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of this Agreement.
No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and by an individual authorized by the Board. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.
The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
This Agreement may be executed in separate counterparts (including facsimile and other electronically transmitted counterparts), each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
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This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A and any such exemption thereunder. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A. each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Bank makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.
If any reimbursements or in-kind benefits provided by the Bank pursuant to this Agreement would constitute deferred compensation for purposes of Section 409A. such reimbursements or in-kind benefits shall be subject to the following rules: (a) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant to the terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents: (b) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (c) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (d) Executive’s right to an in-kind benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit.
Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the termination of Executive’s employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in subsection (a)(2)(b)(i) of Section 409A, then such payment or benefit shall not be paid until the first payroll date to occur following the six (6) month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date (with interest at the Applicable Federal Rate from the scheduled payment date to the date of payment), and thereafter any remaining payments shall be paid without delay in accordance with their original schedule.
This Agreement is personal to Executive and shall not be assigned by Executive. Any purported assignment by Executive shall be null and void from the initial date of the purported assignment. the Bank may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank. This Agreement shall inure to the benefit of the Bank and permitted successors and assigns. Executive hereby consents to the assignment by the Bank of all of its rights and obligations hereunder to any successor to the Bank by merger or consolidation or purchase of all or substantially all of the Bank’s assets, provided such transferee or successor assumes the liabilities of the Bank hereunder.
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Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally, sent by registered or certified mail, return receipt requested, sent via electronic mail, or sent by reputable overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):
If to the Bank:
Legal Department
Third Coast Bank
20202 Highway 59 N, Suite 190
Humble, Texas 77338
Email: [***]
If to Executive, to such address as shall most currently appear on the records of the Bank.
Any notice under this Agreement shall be deemed to have been given when so delivered (or in the case of electronic mail, when electronic evidence of transmission is received).
Executive represents and warrants to the Bank that: (a) Executive’s employment with the Bank and/or the execution, delivery, and performance of this Agreement by Executive do not and shall not conflict with, breach, violate, or cause a default under any contract, agreement, instrument, order, judgment, or decree to which the Executive is a party or by which Executive is bound; and (b) Executive is not a party to or bound by any employment agreement, non-compete agreement, confidentiality agreement, or other post-employment obligation with any other person or entity that would limit the Executive’s job duties or obligations with the Bank in any way.
The Bank shall have the right to withhold from any amount payable hereunder any federal, state and local taxes in order for the Bank to satisfy any withholding tax obligation it may have under any applicable law or regulation. Notwithstanding any other provision of this Agreement, the Bank shall not be obligated to guarantee any particular tax result for Executive with respect to any payment provided to Executive hereunder, and Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.
Upon any expiration or other termination of this Agreement: (a) each of Sections 7 (Competitive Activity; Confidentiality; Nonsolicitation), 8 (Disparagement), 9 (Acknowledgment), 10 (Remedies), 11 (Arbitration), 12 (Publicity) and this Section 24 shall survive such expiration or other termination; and (b) all of the other respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE
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ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
EXECUTIVE
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THIRD COAST BANK, a Texas banking association |
/s/ Jeffrey A. Wilkinson |
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By: /s/ Bart Caraway |
Name: Jeffrey A. Wilkinson |
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Name: Bart Caraway |
Dated: October 22, 2025 |
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Title: Chief Executive Officer |
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Dated: October 22, 2025 |
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KEYSTONE BANK, SSB, a Texas state savings bank |
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By: /s/ Bryan St. George |
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Name: Bryan St. George |
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Title: President |
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Dated: October 22, 2025 |
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THIRD COAST BANCSHARES, INC., a Texas Corporation** |
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By: /s/ Bart Caraway |
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Name: Bart Caraway |
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Title: Chief Executive Officer |
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Dated: October 22, 2025 |
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**Solely for the purpose of evidencing its agreement to issue shares of restricted stock pursuant to Section 4.4 |
Exhibit A
Restricted Stock Award Agreement
{See attached.}
THIRD COAST BANCSHARES, INC.
2019 OMNIBUS INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK
Pursuant to the terms and conditions of the Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Award Agreement, attached as Appendix B (the “Agreement”), you are hereby awarded shares of the Company’s common stock, par value $1.00 per share (“Common Stock”) subject to and under the conditions set forth below, in the Agreement, and in the Plan (the “Restricted Shares”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Grantee: |
Jeff Wilkinson |
Date of Grant: |
[•]1 |
Vesting Commencement Date: |
[•]2 |
Number of Restricted Shares: |
10,000 |
Vesting Schedule: |
Except as otherwise provided below or in the Agreement, the Restricted Shares covered by this award will become vested as follows: 1. 2,000 Shares of Restricted Shares shall vest on the first anniversary of the Vesting Commencement Date; 2. 2,000 Shares of Restricted Shares shall vest on the second anniversary of the Vesting Commencement Date; 3. 2,000 Shares of Restricted Shares shall vest on the third anniversary of the Vesting Commencement Date; 4. 2,000 Shares of Restricted Shares shall vest on the fourth anniversary of the Vesting Commencement Date; 5. 2,000 Shares of Restricted Shares shall vest on the fifth anniversary of the Vesting Commencement Date; provided, in each case, you remain an Employee, Consultant and/or Non-Employee Director continuously from the Date of Grant through each applicable vesting date. |
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By accepting the Restricted Shares you acknowledge receipt of the Restricted Shares issued on the Date of Grant indicated above, which have been issued under the terms and conditions of this Notice of Grant of Restricted Stock (the “Notice of Grant”), the Plan and the Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan,
1 NTD: Grant Date to be not later than 30 days following date on which Effective Time occurs.
2 NTD: Insert date on which Effective Time occurs.
this Notice of Grant or the Agreement. You further acknowledge and agree that (a) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted, and (b) a copy of the Agreement and the Plan have been made available to you.
In addition, you are consenting to receive documents from the Company and any plan administrator by means of electronic delivery, provided that such delivery complies with applicable law. This consent shall be effective for the entire time that you are a participant in the Plan.
Note: To accept the Restricted Shares, execute this form and return an executed copy to John McWhorter within 30 days. Failure to return the executed copy by such date will render this issuance invalid.
THIRD COAST BANCSHARES, INC.
a Texas corporation
By:____________________________________
Name: R. John McWhorter
Title: S. Executive Vice President and
Chief Financial Officer
Accepted by:
Name: JEFF WILKINSON
Date:____________________________________
Attachments: Appendix A – Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan
Appendix B – Restricted Stock Award Agreement
Appendix A
Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan
[Attached.]
Appendix B
Restricted Stock Award Agreement
[Attached.]
THIRD COAST BANCSHARES, INC.
2019 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the Company’s 2019 Omnibus Incentive Plan (the “Plan”), the Company has granted to you an award of the Number of Restricted Shares set forth in that certain Notice of Grant of Restricted Stock (the “Notice of Grant”) executed by you and the Company. Capitalized terms used but not otherwise defined in this Restricted Stock Award Agreement (this “Agreement”) shall have the meanings set forth in the Plan and the Notice of Grant, each of which is attached hereto and incorporated herein in their entirety. The Restricted Shares issued to you pursuant to this Agreement and the Notice of Grant are subject to all of the terms and conditions set forth in this Agreement and in the Plan and the Notice of Grant.
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BY SIGNING THE NOTICE OF GRANT AND ACCEPTING THIS AWARD OF RESTRICTED SHARES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE, IN THE NOTICE OF GRANT, AND IN THE PLAN.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE |
Contact: Ken Dennard / Natalie Hairston Dennard Lascar Investor Relations (713) 529-6600 |
Third Coast Bancshares, Inc. Completes Merger
with Keystone Bancshares, Inc.
HOUSTON & AUSTIN, TX – February 2, 2026 – Third Coast Bancshares, Inc. (“Third Coast”) (NYSE & NYSE Texas: TCBX), the parent company of Third Coast Bank, today announced the successful completion of its merger with Keystone Bancshares, Inc. (“Keystone”), the parent company of Keystone Bank, SSB (“Keystone Bank”), effective February 1, 2026.
The combined company now has total assets in excess of $6 billion. With the merger complete, Third Coast will initiate the integration of Keystone Bank into its platform, with customer conversion anticipated to take place this summer. In the meantime, Keystone customers will continue to receive service through their existing branches, website, mobile app, and dedicated relationship teams. Third Coast will provide detailed information to Keystone customers prior to the conversion.
Jeff Wilkinson, the former Chairman and Chief Executive Officer of Keystone and Keystone Bank, will join the Board of Directors of Third Coast and Third Coast Bank and will serve as Chairman - Austin Market of Third Coast Bank. Additionally, Bryan St. George, the former President of Keystone Bank, will assume a new role at Third Coast Bank as President of Commercial Services.
Third Coast Bank, headquartered in Humble, Texas, operates nineteen banking locations across various cities, including Austin, Beaumont, Conroe, Dallas, Detroit, Fort Worth, Georgetown, Houston, Humble, Kingwood, La Vernia, Lake Jackson, Nixon, Pearland, Plano, Port Arthur, San Antonio, and The Woodlands, Texas. This merger brings in Keystone Bank’s three branch locations, with two in Austin, Texas, and one in Ballinger, Texas, along with a loan production office in Bastrop, Texas.
About Third Coast Bancshares, Inc.
Third Coast Bancshares, Inc. is a commercially focused, Texas-based bank holding company operating primarily in the Greater Houston, Dallas-Fort Worth, and Austin-San Antonio markets through its wholly owned subsidiary, Third Coast Bank. Founded in 2008 in Humble, Texas, Third Coast Bank conducts banking operations through 19 branches encompassing the four largest metropolitan areas in Texas. Please visit https://www.thirdcoast.bank for more information.
About Keystone Bancshares, Inc.
Keystone Bancshares, Inc. is the bank holding company for Keystone Bank. Established in 2018,
Keystone Bank is a Texas state savings bank, providing real estate and small business loans,
residential real estate financing, private banking, and relationship banking services. It operates
three branches and one loan production office. As of September 30, 2025, Keystone Bank reported $1.1 billion in total assets with over 80 employees. Keystone Bank focuses on serving clients in western Travis County and the Hill Country, emphasizing a client-first approach and community
engagement. For more information, please visit: www.keystone.bank.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “looking ahead,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: the risks associated with the continued listing of our common stock on the NYSE and NYSE Texas, including potential costs, compliance obligations, or impacts on trading liquidity and investor perception; interest rate risk and fluctuations in interest rates; market conditions and economic trends generally and in the banking industry; our ability to maintain important deposit relationships; our ability to grow or maintain our deposit base; our ability to implement our expansion strategy; our ability to pay dividends on our Series A Preferred Stock; credit risk associated with our business; changes in accounting standards or tax laws; evolving regulatory requirements; cybersecurity threats and risks to information technology infrastructure; competitive pressures including new market entrants; potential impacts related to geopolitical events or global health concerns; changes in key management personnel; the risk that the benefits from the transaction between Third Coast and Keystone may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Third Coast and Keystone operate; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the completion of the transaction may be more expensive than anticipated, including as a result of unexpected factors or events; reputational risk and potential
adverse reactions of Third Coast’s or Keystone’s customers, suppliers, employees or other business partners, including those resulting from the completion of the transaction; the dilution caused by Third Coast’s issuance of additional shares of its common stock in connection with the transaction; and other factors that may affect future results of Third Coast and Keystone including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Board of Governors of the Federal Reserve System and legislative and regulatory actions and reforms. For a discussion of additional factors that could cause our actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”), and our other filings with the SEC.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this press release. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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