CoastalSouth Bancshares (COSO) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for April 23, 2026, at the company’s Atlanta headquarters, with shareholders of record as of March 5, 2026, eligible to vote.

• Shareholders can vote online, by phone, mail, or in person, with proxy materials available electronically and by request.

• The meeting will address the election of eleven directors for one-year terms and the ratification of Elliott Davis, LLC as the independent auditor for 2026.

• A quorum requires a majority of outstanding voting shares; abstentions and broker non-votes count toward quorum but not toward proposal outcomes.

Voting matters and shareholder proposals

• Proposal 1: Elect eleven directors to serve until the 2027 Annual Meeting.

• Proposal 2: Ratify Elliott Davis, LLC as the independent registered public accounting firm for 2026.

• Shareholder proposals for the 2027 meeting must be submitted between October 14 and November 13, 2026, following SEC rules.

Board of directors and corporate governance

• The board consists of 11 members with diverse backgrounds in finance, law, real estate, and banking.

• All directors except the CEO are considered independent under NYSE and SEC standards.

• The board has Audit, Compensation, Nominating and Governance, and Credit and Risk Committees, each with written charters and composed solely of independent directors.

• A new retirement policy requires non-management directors over 75 to offer not to stand for re-election, effective 2027.

• The board met 13 times in 2025, with most directors attending at least 75% of meetings.