Amendment: Third Coast Bancshares Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
On February 2, 2026, Third Coast Bancshares, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) to disclose that it had completed its merger (the “Merger”) with Keystone Bancshares, Inc. (“Keystone”), a Texas corporation, 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., a Texas corporation and a wholly owned subsidiary of the Company, and Keystone effective February 1, 2026.
This Form 8-K/A amends the Initial 8-K to provide financial statements and pro forma financial information for the Merger that are described in parts (a) and (b) of Item 9.01 below. Except as provided in this Form 8-K/A, the Initial 8-K remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited consolidated balance sheets of Keystone as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the accompanying notes and the related Report of Independent Auditors, required by this item are included as Exhibit 99.1 and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated combined balance sheet as of December 31, 2025 and the unaudited pro forma condensed consolidated combined statement of income for the year ended December 31, 2025, required by this item are included as Exhibit 99.2 and incorporated by reference herein.
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 23.1 | Consent of Whitley Penn LLP. | |
| 99.1 | Audited consolidated financial statements of Keystone as of December 31, 2025 and 2024, and for each of the two years in the period ended December 31, 2025 as well as the accompanying notes and the related Report of Independent Auditors. | |
| 99.2 | Unaudited pro forma condensed consolidated combined balance sheet as of December 31, 2025 and unaudited pro forma condensed consolidated combined statement of income for the year ended December 31, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as 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.
| THIRD COAST BANCSHARES, INC. | ||||||
| Date: April 17, 2026 | By: | /s/ R. John McWhorter | ||||
| R. John McWhorter | ||||||
| Chief Financial Officer | ||||||