Third Coast Bancshares, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30,2026

OR

For the transition period from ____________ to _____________

Commission File Number:001-41028

THIRD COAST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (281)446-7000

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of October 31, 2026, the registrant had 16,706,043 shares of common stock, par value $1.00 per share, outstanding.

Table of Contents

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning 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,” “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;

•

our geographic concentration in the Greater Houston market, Dallas-Fort Worth market, and Austin-San Antonio market;

•

changes in the economy affecting real estate values and liquidity;

•

changes in value of the collateral securing our loans;

•

credit risk associated with our business;

•

credit risks associated with our real estate and construction lending;

•

prepayment risks associated with commercial real estate loans;

•

liquidity risks in the securitization market;

•

operational risks related to the administration of securitized assets;

•

the adequacy of our allowance for credit losses;

•

the amount of nonperforming and classified assets that we hold;

•

our borrowers’ ability to repay loans;

•

the risk of fraud related to our asset-based lending and commercial finance products;

•

additional debt or future issuances of new debt securities or preferred stock;

•

our ability to raise additional capital in the future;

•

changes in key management personnel;

•

the accuracy of the valuation techniques we use in evaluating collateral;

•

competition from financial services companies and other companies that offer banking services;

•

systems failures, fraudulent activity, interruptions or data breaches involving our information technology and communications systems of third parties;

•

natural disasters, pandemics, epidemics and other catastrophes;

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•

changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;

•

the rise of Artificial Intelligence as a commonly used resource in banking;

•

monetary policies and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”);

•

the sustainment of an active, liquid market for our common stock;

•

fluctuations in the market price of our common stock;

•

the risk that the benefits from the transaction between the Company and Keystone Bancshares, Inc., a Texas corporation (“Keystone”), may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Keystone operate;

•

the risk that the integration of the Company’s and Keystone’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses;

•

the possibility that the completion of the transaction may be more expensive than anticipated, including as a result of unexpected factors or events;

•

reputational risk and potential adverse reactions of the Company’s or Keystone’s customers, suppliers, employees or other business partners, including those resulting from the completion of the transaction;

•

the dilution caused by the Company’s issuance of additional shares of its common stock in connection with the transaction;

•

other factors that may affect future results of the Company and Keystone including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve and legislative and regulatory actions and reforms;

•

factors related to the Company’s proposed acquisition of Great Plains Bancshares, Inc., an Oklahoma corporation (“Great Plains”), including:

o

the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement providing for the acquisition;

o

the outcome of any legal proceedings that may be instituted against the Company or Great Plains;

o

the possibility that the transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);

o

the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Great Plains operate;

o

disruption to the parties’ businesses as a result of the announcement and pendency of the transaction;

o

the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses;

o

the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

o

reputational risk and potential adverse reactions of the Company’s or Great Plains’ customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the transaction;

o

the dilution caused by the Company’s issuance of additional shares of its common stock in connection with the transaction;

o

a material adverse change in the financial condition of the Company or Great Plains;

o

general competitive, economic, political and market conditions;

iii o

major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks;

o

the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and

o

other factors that may affect future results of the Company and Great Plains including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve and legislative and regulatory actions and reforms; and

•

other factors that are discussed in “Part II – Other Information – Item 1A. Risk Factors.”

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 4, 2026. 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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