Third Coast Bancshares, Inc.
For the period ended May 21, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
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Third Coast Bancshares, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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April 16, 2026
Dear Fellow Shareholder:
On behalf of our Board of Directors, I invite you to attend the 2026 Annual Meeting of Shareholders of Third Coast Bancshares, Inc. to be held at the office of Third Coast Bank located at 20202 Highway 59 North, Suite 190, Humble, Texas 77338, on Thursday, May 21, 2026, at 10:00 a.m. Central Time.
The purposes of the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.
Whether or not you plan to attend the meeting, it is important that your shares be represented. Please take a moment to complete, date, sign and return the enclosed proxy card as soon as possible, or use Internet or telephone voting according to the instructions on the proxy card. You may also attend and vote in person at the meeting.
We appreciate your continued support of our company and look forward to seeing you at the 2026 Annual Meeting.
Sincerely,
Bart O. Caraway Chairman, President and Chief Executive Officer
20202 Highway 59 North, Suite 190
Humble, Texas 77338
(281)446-7000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the shareholders of Third Coast Bancshares, Inc.:
The 2026 Annual Meeting of Shareholders (the “annual meeting”) of Third Coast Bancshares, Inc. (the “Company”) will be held on Thursday, May 21, 2026, at 10:00 a.m. Central Time at the office of Third Coast Bank located at 20202 Highway 59 North, Suite 190, Humble, Texas 77338, for the following purposes:
| 1. | To elect four (4) Class A directors to serve on the board of directors of the Company until the Company’s 2029 annual meeting of shareholders and one (1) Class C director to serve on the board of directors of the Company until the Company’s 2028 annual meeting of shareholders, and each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal; |
| 2. | To approve the Amended and Restated Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan, a copy of which is attached as Appendix A to the accompanying proxy statement; |
| 3. | To ratify the appointment of Whitley Penn LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026; and |
| 4. | To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
Only shareholders of record at the close of business on March 27, 2026, the record date, will be entitled to receive notice of and to vote at the annual meeting. For instructions on voting, please refer to the enclosed proxy card or the voting instruction card provided by your broker, bank or other nominee. A list of shareholders entitled to vote at the annual meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of ten days prior to the annual meeting. This list also will be available to shareholders at the annual meeting.
By Order of the Board of Directors,
Bart O. Caraway
Chairman, President and Chief Executive Officer
Humble, Texas
April 16, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 21, 2026: This proxy statement and our Annual Report for the year ended December 31, 2025 are available at www.proxydocs.com/TCBX. Shareholders are encouraged to access and review the proxy materials before voting. This site will also have directions to attend the meeting and vote in person.
Your Vote is Important
A proxy card is enclosed. Whether or not you plan to attend the annual meeting, please vote by completing, signing and dating the proxy card and promptly mailing it in the enclosed envelope or via the Internet or via telephone pursuant to the instructions provided on the enclosed proxy card. You may revoke your proxy in the manner described in the proxy statement at any time before the annual meeting is called to order. See “About the Annual Meeting” for more information on how to vote your shares or revoke your proxy.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.