Third Coast Bancshares Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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

THIRD COAST BANCSHARES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

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.