false000178173000017817302024-03-012024-03-01

 

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

Date of Report (Date of earliest event reported): March 01, 2024

 

 

THIRD COAST BANCSHARES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Texas

001-41028

46-2135597

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

20202 Highway 59 North

Suite 190

 

Humble, Texas

 

77338

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 281 446-7000

 

Not Applicable

(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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2024, the Board of Directors (the “Board”) of Third Coast Bancshares, Inc. (the “Company”) appointed Vicki Alexander as Executive Vice President and Chief Risk and Operations Officer of the Company. Ms. Alexander, 57, has served as

as Executive Vice President and Chief Risk and Compliance Officer of the Company since February 2023 and Executive Vice President and Chief Risk and Compliance Officer of the Third Coast Bank, SSB, the Company's wholly owned subsidiary bank (the “Bank”), since September 2022. Prior to joining the Bank, Ms. Alexander was the Managing Director of Protiviti, Inc., a global business consulting company that delivered deep expertise and collaboration to help companies in technology, operations, compliance, governance and risk, from December 2020 to July 2022. From July 2014 to January 2020, she served as Chief Compliance Officer of FIS Global, where she was responsible for end-to-end compliance for a Fortune 500 technology and operations Company. Ms. Alexander has also held positions with SunTrust Bank as Corporate Compliance Officer and Bank of America as Global Technology and Operations Compliance Executive.

There are no family relationships between Ms. Alexander and any director or other executive officer of the Company, or with any person selected to become an executive officer or a director of the Company, nor are there any arrangements or understandings between Ms. Alexander and other persons pursuant to which she was appointed as an executive officer of the Company. Ms. Alexander does not have any direct or indirect material interest in any transaction, or proposed transaction, in which the Company was, or is to be, a participant that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On March 4, 2024, the Company issued a press release announcing the appointment of Ms. Alexander as Chief Risk and Operations Officer of the Company and the appointment of Liz Eber as Chief Legal Officer of the Company.

The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and 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 liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

Description of Exhibit

 

 

99.1

Press Release dated March 4, 2024

 

104

Cover Page Interactive Data File (embedded within the 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:

March 4, 2024

By:

/s/ R. John McWhorter

 

 

 

R. John McWhorter
Chief Financial Officer
 

 


Exhibit 99.1

img69977408_0.jpg 

News Release

 

 

FOR IMMEDIATE RELEASE

 

Contact:

Ken Dennard / Natalie Hairston

Dennard Lascar Investor Relations

(713) 529-6600

TCBX@dennardlascar.com

 

Third Coast Announces Organizational Changes to Drive Future Growth

 

Alexander named Chief Risk and Operations Officer

Eber named Chief Legal Officer

 

HOUSTON, Texas, March 4, 2024 – Third Coast Bancshares, Inc. (NASDAQ: TCBX) (the “Company,” “Third Coast,” or “our”), the holding company of Third Coast Bank, SSB, today announced two executive promotions to strategically align its operational, risk, and legal functions. The new leadership roles for Vicki Alexander and Liz Eber reflect Third Coast’s strategic focus on operational excellence and prudent risk management as foundations for sustainable, profitable growth. Both Alexander and Eber will report directly to Bart Caraway, the Company’s Chairman, President and Chief Executive Officer.

Alexander, who joined the Company as Chief Compliance and Risk Officer in September 2022, has been designated as the Chief Risk and Operations Officer, effective March 1, 2024. In this new capacity, Alexander will oversee Third Coast’s operations, including the Company’s risk and compliance functions.
Eber, who joined the Company as Head of Legal in January 2023, has been named the Chief Legal Officer, effective March 1, 2024. In addition to the legal department, Eber will also supervise communications and marketing.

Commenting on the promotions, Caraway stated, “We’re thrilled to elevate these proven leaders from within our organization. I take immense pride in our team, and these leadership promotions aim to support our employees by enhancing operational efficiency and facilitating collaborative decision‑making. With their deep expertise and proven commitment to our success, we believe Vicki and Liz will be instrumental in further developing our customer-first culture and seizing new opportunities for Third Coast in the ever-evolving financial sector.

“One of the goals of our leadership team is to cultivate an innovative environment to enhance customer satisfaction. Additionally, by strengthening the leadership of these critical bank functions, we expect that Third Coast will be able to leverage a diversity of perspectives, spur innovation, and better serve the needs of our customers,” concluded Caraway.

About Third Coast Bancshares, Inc.

Third Coast Bancshares, Inc. is a commercially focused, Texas-based bank holding company operating primarily in the Greater Houston, Dallas-Fort Worth, and Austin-San Antonio markets


 

through its wholly owned subsidiary, Third Coast Bank, SSB. Founded in 2008 in Humble, Texas, Third Coast Bank, SSB conducts banking operations through 16 branches encompassing the four largest metropolitan areas in Texas. Please visit www.tcbssb.com for more information.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “looking ahead,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: interest rate risk and fluctuations in interest rates; market conditions and economic trends generally and in the banking industry; our ability to maintain important deposit relationships; our ability to grow or maintain our deposit base; our ability to implement our expansion strategy; credit risk associated with our business; and changes in key management personnel. For a discussion of additional factors that could cause our actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”), and our other filings with the SEC.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this press release. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.


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Mar. 01, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Mar. 01, 2024
Entity Registrant Name THIRD COAST BANCSHARES, INC.
Entity Central Index Key 0001781730
Entity Emerging Growth Company true
Entity File Number 001-41028
Entity Incorporation, State or Country Code TX
Entity Tax Identification Number 46-2135597
Entity Address, Address Line One 20202 Highway 59 North
Entity Address, Address Line Two Suite 190
Entity Address, City or Town Humble
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77338
City Area Code 281
Local Phone Number 446-7000
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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Title of 12(b) Security Common stock, par value $1.00 per share
Trading Symbol TCBX
Security Exchange Name NASDAQ

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