Third Coast Bancshares, Inc.

Current report

The occurrence of fraudulent activity, breaches of our information security, and cybersecurity attacks could adversely affect our ability to conduct our business, manage our exposure to risk or expand our businesses, result in the disclosure or misuse of confidential or proprietary information, increase our costs to maintain and update our operational and security systems and infrastructure, and adversely impact our results of operations, liquidity and financial condition, as well as cause legal or reputational harm.

Current report

As a financial institution, we are susceptible to fraudulent activity, information security breaches and cybersecurity-related incidents that may be committed against us, our clients, or third parties with whom we interact and that may result in financial losses or increased costs to us or our clients, disclosure or misuse of confidential information belonging to us or personal or confidential information belonging to our clients, misappropriation of assets, litigation, or damage to our reputation. Our industry has seen increases in electronic fraudulent activity, hacking, security breaches, sophisticated social engineering and cyber-attacks within the financial services industry, including in the commercial banking sector, as cyber-criminals have been targeting commercial bank and brokerage accounts on an increasing basis.

Current report

In July 2026, we detected a cybersecurity incident in which an unauthorized third party gained access to our network environment and potentially exfiltrated certain data from internal servers. Once alerted, we undertook steps to address the incident, including engaging outside counsel, forensic specialists, and crisis communications advisors to respond to the incident, notifying our cyber insurance carrier, reporting the incident to applicable law enforcement and banking regulators, and implementing containment measures. Our banking operations were not disrupted, and no evidence of ongoing malicious activity has been identified. We are currently reviewing the potentially involved data to determine the nature and scope of the information at issue and any legal notification obligations to individuals, clients, and regulators. Based on the information currently known, we do not believe that the July 2026 cybersecurity incident will have a material impact on our business, results of operations or financial condition, but no assurances can be given as we continue to assess the full impact from the incident, including costs, expenses and insurance coverage. We may also be subject to future incidents that could have a material adverse effect on our business, results of operations or financial condition or may result in operational impairments and financial losses, as well as significant harm to our reputation.

Current report

Our business is highly dependent on the security and efficacy of our infrastructure, computer and data management systems, as well as those of third parties with whom we interact or on whom we rely. Our business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties. In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks. All of these factors increase our risks related to cyber-threats and electronic disruptions.

Current report

In addition to well-known risks related to fraudulent activity, which take many forms, such as check “kiting” or fraud, wire fraud, and other dishonest acts, information security breaches and cybersecurity-related incidents have become a material risk in the financial services industry. These threats may include fraudulent or unauthorized access to data processing or data storage systems used by us or by our clients, electronic identity theft, “phishing”, account takeover, denial or degradation of service attacks, and malware or other cyber-attacks. These electronic viruses or malicious code are typically designed to, among other things:

Current report

In recent periods, several governmental agencies and large corporations, including financial service organizations and retail companies, have suffered major data breaches, in some cases exposing not only their confidential and proprietary corporate information, but also sensitive financial and other personal information of their clients and their employees or other third-parties, and subjecting those agencies and corporations to potential fraudulent activity and their clients and other third-parties to identity theft and fraudulent activity in their credit card and banking accounts. Therefore, security breaches and cyber-attacks can cause significant increases in operating costs, including the costs of compensating clients and customers for any resulting losses they may incur and the costs and capital expenditures required to correct the deficiencies in and strengthen the security of data processing and storage systems.

Current report

Unfortunately, it is not always possible to anticipate, detect or recognize these threats to our systems, or to implement effective preventative measures against all breaches, whether those breaches are malicious or accidental. Cybersecurity risks for banking organizations have significantly increased in recent years and have been difficult to detect before they occur because of the following, among other reasons:

Current report

While we invest in systems and processes that are designed to detect and prevent security breaches and cyber-attacks and we conduct periodic tests of our security systems and processes, we may not succeed in anticipating or adequately protecting against or preventing all security breaches and cyber-attacks from occurring. Even the most advanced internal control environment may be vulnerable to compromise. Targeted social engineering attacks are becoming more sophisticated and are extremely difficult to prevent. Additionally, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner. As cyber-threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities or incidents.

Current report

As is the case with non-electronic fraudulent activity, cyber-attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences. Furthermore, the public perception that a cyber-attack on our systems has been successful, whether or not this perception is correct, may damage our reputation with customers and third parties with whom we do business. A successful penetration or circumvention of system security could cause us negative consequences, including loss of customers and business opportunities, disruption to our operations and business, misappropriation or destruction of our confidential information and/or that of our customers, or damage to our customers’ and/or third parties’ computers or systems, and could expose us to additional regulatory scrutiny and result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.

Current report

Risks Relating to the Merger

Current report

The Merger may not be completed.

Current report

Completion of the Merger is subject to regulatory approval. The Company may not receive the required regulatory approvals. If the Company does not obtain the required regulatory approvals, the Merger will not be completed. If such regulatory approvals are received, they may impose conditions that would result in certain closing conditions of the Merger not being satisfied or may not be received timely.

Current report

The consummation of the Merger is also subject to other conditions precedent described in the Merger Agreement, including the approval of Great Plains’ shareholders of the Merger Agreement and the Merger, and the approval of the Company’s shareholders of the issuance of shares of its common stock in connection with the Merger. If a condition of either party is not satisfied, such party may be able to terminate the Merger Agreement and, in such case, the Merger would not be consummated. If all of the conditions precedent in the Merger Agreement are not satisfied, the Merger may not be completed.

Current report

Combining the two companies, including the retention of key employees, may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Merger may not be realized.

Current report

The Company and Great Plains have operated and, until the completion of the Merger, will continue to operate, independently and may not begin the actual integration process. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the Company’s ability to successfully combine and integrate the businesses of the Company and Great Plains in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the Merger. The loss of key employees could adversely affect the Company’s ability to successfully conduct its business, which could have an adverse effect on the Company’s financial results and the value of its common stock. If the Company experiences difficulties with the integration process, the anticipated benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that can cause the Company and/or Great Plains to lose customers or cause customers to remove their accounts from the Company and/or Great Plains and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Great Plains and the Company during this transition period and for an undetermined period after completion of the Merger on the combined company. In addition, the actual cost savings of the Merger could be less than anticipated.

Current report

Termination of the Merger Agreement could negatively impact both Great Plains and the Company.

Current report

If the Merger Agreement is terminated, there may be various consequences. For example, Great Plains’ or the Company’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Additionally, if the Merger Agreement is terminated, the market price of the Company’s common stock could decline to the extent that the current market prices reflect a market assumption that the Merger will be completed. If the Merger Agreement is terminated under certain circumstances, Great Plains may be required to pay to the Company a termination fee of $11,981,827.

Current report

The Company and Great Plains will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Current report

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on the Company or Great Plains. These uncertainties may impair the Company’s or Great Plains’ ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with the Company or Great Plains to seek to change existing business relationships with the Company or Great Plains. Retention of certain employees by the Company or Great Plains may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with the Company or Great Plains. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Company or Great Plains, the Company’s business or Great Plains’ business could be harmed. In addition, subject to certain exceptions, the Company and Great Plains have each agreed to operate its business in the ordinary course prior to closing and agreed to certain restrictive covenants.

Current report

If the Merger is not completed, the Company and Great Plains will have incurred substantial expenses without realizing the expected benefits of the Merger.

Current report

Each of the Company and Great Plains has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of filing, printing and mailing the joint proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the Merger. If the Merger is not completed, the Company and Great Plains would have to recognize these expenses without realizing the expected benefits of the Merger.

Current report

Litigation may be filed against the Company, Great Plains or their respective boards of directors or officers, which could prevent or delay the completion of the Merger or result in the payment of damages following completion of the Merger.

Current report

Lawsuits may be filed against the Company, Great Plains or their respective boards of directors or officers in connection with the Merger, which could prevent or delay completion of the Merger and result in substantial costs to the Company and Great Plains, including any costs associated with indemnification. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the Company’s business, financial condition, results of operations and cash flows following completion of the Merger.

Current report

(a) Represents shares of common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of restricted stock awards.