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 15, 2024 |
THIRD COAST BANCSHARES, INC.
(Exact name of Registrant as Specified in Its Charter)
Texas |
001-41028 |
46-2135597 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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20202 Highway 59 North Suite 190 |
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Humble, Texas |
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77338 |
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(Address of Principal Executive Offices) |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, par value $1.00 per share |
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TCBX |
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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 15, 2024, Third Coast Bank (the “Bank”), the wholly owned bank subsidiary of Third Coast Bancshares, Inc. (the “Company”), entered into an Amendment to Employment Agreement (the “Amendment”) with R. John McWhorter, Chief Financial Officer of the Company and the Bank. The Amendment amends the Employment Agreement, dated as of June 23, 2020, by and between the Bank and Mr. McWhorter (the “Employment Agreement”) to increase the amount of cash severance that Mr. McWhorter will be entitled to receive upon his termination of employment by the Bank without “Cause” or resignation for “Good Reason” (as each of those terms are defined in the Employment Agreement) within six months prior to, or twelve months following, a “Change of Control” (as such term is defined in the Employment Agreement), in each case subject to the terms and conditions set forth in the Employment Agreement, from 2 times to 2.5 times the sum of (i) Mr. McWhorter’s annual base salary and (ii) the average of his annual bonuses for the three full years preceding the year in which the termination date occurs, or, if less than three years, the greater of (A) the average of his annual bonuses awarded for all full years preceding the year in which the termination date occurs, or (B) if less than one year, his target annual bonus in effect for the year in which the termination date occurs.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description of Exhibit |
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10.1 |
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104 |
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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.
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THIRD COAST BANCSHARES INC. |
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Date: |
March 15, 2024 |
By: |
/s/R. John McWhorter |
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R. John McWhorter |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 15, 2024, by and between Third Coast Bank, a Texas banking association (the “Bank”), and R. John McWhorter (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).
WHEREAS, the Bank and Executive are parties to that certain Employment Agreement, dated as of June 23, 2020 (the “Employment Agreement”); and
WHEREAS, the Bank and Executive desire to amend the Employment Agreement to increase the amount of cash severance that Executive will be entitled to receive upon Executive’s termination of employment by the Bank without Cause or resignation for Good Reason within six (6) months prior to, or twelve (12) months following, a Change of Control, in each case subject to the terms and conditions set forth in the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to amend the Employment Agreement as follows:
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first written above.
THIRD COAST BANK
By: /s/ Bart O. Caraway _
Name: Bart O. Caraway
Title: Chairman, President and Chief Executive Officer
/s/ R. John McWhorter ___
R. John McWhorter
[Signature Page to Amendment to Employment Agreement]