Third Coast Bancshares, Inc. Announces Merger Agreement with Keystone Bancshares, Inc.

Third Coast Bancshares, Inc. (TCBX) has entered into an Agreement and Plan of Reorganization with Keystone Bancshares, Inc. (Keystone) and Arch Merger Sub, Inc. (Merger Sub), a wholly owned subsidiary of TCBX. The agreement outlines a merger where Merger Sub will merge with and into Keystone, with Keystone surviving as a wholly owned subsidiary of TCBX. Following this, Keystone will merge with and into TCBX, and Keystone Bank will merge with and into Third Coast Bank. The merger is subject to customary closing conditions, including regulatory and shareholder approvals. The transaction is expected to be completed by September 30, 2026. The agreement also includes provisions for the conversion of Keystone shares into TCBX common stock, with an exchange ratio of 0.45925 shares of TCBX common stock for each share of Keystone common stock. Additionally, Keystone shareholders may elect to receive cash consideration instead of stock, subject to a $20 million cap. The merger is intended to qualify as a tax-free reorganization under the Internal Revenue Code.