Third Coast Bancshares Inc. filed SEC Form 8-K: Other Events, 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 8.01 Other Events.

On June 3, 2025, Third Coast Bank, a Texas banking association (the “Bank”) and a wholly owned bank subsidiary of Third Coast Bancshares, Inc. (the “Company”), entered into a $150 million securitization transaction of certain commercial real estate loans (the “Mortgage Loans”) originated by the Bank.

The Bank created participation interests in the Mortgage Loans, certain of which were sold to EJF CRT 2025-2 Depositor LLC (the “Depositor”), who subsequently sold each Participation A-1 to EJF CRT 2025-2 LLC (the “Issuer”). The Bank retained the participation interests not sold to the Depositor.

The Issuer pledged its participation interests, representing the Issuer’s pro rata economic interest in the Mortgage Loans, to U.S. Bank Trust Company, National Association (the “Indenture Trustee”), pursuant to an Indenture, dated as of June 3, 2025 (the “Indenture”), by and between the Issuer, the Indenture Trustee, the Bank, as servicer, and U.S. Bank National Association, as securities intermediary, and issued its Asset-Backed Notes, Series 2025-2, consisting of Class A-1 Notes and Class M-1 Notes. The Issuer sold the Class A-1 Notes to the Bank and the Class M-1 Notes to affiliates of the Depositor on June 3, 2025.

EJF Financial Debt Strategies GP LLC (the “Sponsor”), an affiliate of EJF Capital LLC, owns 100% of the equity interests in the Depositor, which in turn owns 100% of the beneficial equity interest in the Issuer. The Bank is not affiliated with the Sponsor, the Depositor or the Issuer.

It is expected that these transactions will reduce the Bank’s risk-weighted assets as calculated under current risk-based capital rules. It is also expected that these transactions will reduce the ratio of loans for construction, land development and other land to the Bank’s total capital, a measure used by the Bank’s regulators to inform their supervisory approach to possible loan concentration risk. The Company believes these transactions improve the diversity of the Bank’s on-balance sheet loan portfolio.

Cadwalader, Wickersham & Taft LLP acted as legal counsel to the Bank on these transactions.

A copy of the press release announcing these transactions is attached hereto as Exhibit 99.1 and is incorporated herein by reference, including the cautionary language regarding forward-looking statements.

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.