Third Coast Bancshares (TCBX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, to elect directors, ratify the auditor, and address other business.

• Shareholders of record as of March 24, 2025, are eligible to vote, with 13,825,286 shares outstanding.

• Proxy materials are available online, and voting can be done by mail, phone, or internet.

• Forward-looking statements caution about risks and uncertainties affecting future performance.

Voting matters and shareholder proposals

• Shareholders will vote to elect four Class C directors (term to 2028), one Class A director (term to 2026), and one Class B director (term to 2027).

• Ratification of Whitley Penn LLP as independent auditor for 2025 is on the agenda.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by December 18, 2025, with specific advance notice requirements.

Board of directors and corporate governance

• Board will expand to 14 members if all nominees are elected, divided into three staggered classes.

• 11 of 14 directors/nominees are independent under Nasdaq and SEC rules.

• Bart O. Caraway serves as Chairman, President, and CEO; Dr. Martin Basaldua is Lead Independent Director.

• Board committees include Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Code of Business Conduct and Ethics, hedging policy, and whistleblower policy are in place.