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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Date of Report (Date of earliest event reported): March 14, 2024 |
THIRD COAST BANCSHARES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Texas | 001-41028 | 46-2135597 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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20202 Highway 59 North Suite 190 | |
Humble, Texas | | 77338 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 281 446-7000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common stock, par value $1.00 per share | | TCBX | | The Nasdaq Stock Market LLC |
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 7.01 Regulation FD Disclosure.
On March 14, 2024, Third Coast Bancshares, Inc. (the “Company”) issued a press release announcing that Third Coast Bank, the Company’s wholly owned bank subsidiary (the “Bank”), completed its conversion from a Texas state savings bank to a Texas banking association on March 13, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. As a result of the conversion, the Texas Department of Banking is now the Bank’s primary state regulator, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) is now the Bank’s primary federal regulator and the Federal Reserve continues to be the Company’s primary federal regulator. The Bank continues to be a member of the Federal Reserve System.
As provided in General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: | March 14, 2024 | By: | /s/ R. John McWhorter |
| | | R. John McWhorter
Chief Financial Officer |
