Third Coast Bancshares to acquire Keystone Bancshares for 0.45925 TCBX shares per Keystone share

Third Coast Bancshares, Inc.

Each Keystone share converts to 0.45925 TCBX shares; holders may elect cash subject to $20M aggregate cap.
Deal requires Keystone to deliver at least $94.576M in adjusted capital (capital surplus minus intangibles).
Keystone shareholders representing ~12% entered into voting agreement to support the merger.
Transaction expected to close by September 30, 2026, pending regulatory and shareholder approvals.
Termination fee of $4,820,128 payable by Keystone under certain circumstances, including alternative proposals.

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