Business Context and Reporting Period
This Form 8-K, dated February 1, 2026, reports the completion of a merger between Third Coast Bancshares, Inc. (TCBX) and Keystone Bancshares, Inc. (Keystone). The transaction was executed pursuant to an Agreement and Plan of Reorganization dated October 22, 2025. Following the merger, Keystone Bancshares became a wholly-owned subsidiary of Third Coast Bancshares, and Keystone Bank merged into Third Coast Bank.
Key Financial Metrics and Transaction Consideration
The filing details the aggregate consideration paid to Keystone shareholders but does not provide standalone revenue, profit, or cash flow metrics for the reporting period.
- Total Aggregate Consideration: Approximately 2.6 million shares of Third Coast common stock and $20 million in cash.
- Exchange Ratio (Stock Only): 0.45925 shares of Third Coast common stock for each share of Keystone common stock.
- Cash Election Consideration: Approximately $12.60 in cash plus 0.13540 shares of Third Coast common stock per share.
- Fractional Share Payment: Cash payment based on a TCBX Closing VWAP of $38.90.
Material Changes
The primary material change is the consolidation of Keystone Bancshares and Keystone Bank into Third Coast Bancshares and Third Coast Bank, respectively. This transaction expands the Company's footprint and asset base, though specific pro forma financial impacts are not included in this filing.
Management Commentary, Governance, and Risks
Board of Directors Changes
The size of the Third Coast Bancshares Board and the Third Coast Bank Board increased by two directors to a total of 16. Jeffrey A. Wilkinson and Clint Greenleaf were appointed to fill the new vacancies.
Executive Compensation
Jeffrey A. Wilkinson, former CEO of Keystone, entered into an employment agreement effective immediately after the merger:
- Role: Chairman – Austin Market of Third Coast Bank.
- Base Salary: $481,500 annualized.
- Retention Bonus: $1,400,000 total (50% paid within 30 days, 50% paid one year later).
- Equity: 10,000 restricted shares of Third Coast common stock vesting over five years.
- Severance: Includes 12 months of base salary and average annual bonus if terminated without cause or for good reason.
- Verify the final number of shares issued and cash paid upon the filing of the amended Form 8-K (due within 71 days).
- Review the upcoming pro forma financial information to assess the impact of the merger on earnings per share and capital ratios.
- Confirm the integration timeline for the Austin market operations under Mr. Wilkinson's leadership.
- Monitor the vesting schedule and performance metrics associated with the new equity awards granted to Mr. Wilkinson.
Financial Statement Timing
Financial statements of the acquired business and pro forma financial information are not included in this filing. They will be filed via amendment no later than 71 calendar days after the filing date.