Trustar Bankshares raises $28.1M in private placement financing

Trustar Bankshares, Inc. (OTCQX: TRSB) announced it has entered into a securities purchase agreement for a $28.1 million private placement, led by JCSD Mclean Investors, LLC and certain Trustar directors.

Under the agreement, Trustar plans to issue 1,372,700 shares of common stock and 877,300 shares of Convertible, Non-Cumulative Perpetual Preferred Stock, Series A, priced at $12.50 per share. Shares of the newly created preferred stock will be issued to the extent JCSD's investment would exceed 9.9% voting ownership.

The closing of the private placement is conditioned on the concurrent completion of Trustar Bank's previously announced acquisition of certain branches and related assets of Forbright Bank. That branch acquisition remains subject to regulatory approvals and other customary closing conditions, with an expected close as early as the fourth quarter of 2026.

Trustar stated that proceeds will be used for general corporate purposes, including supporting Trustar Bank's capital following the branch acquisition. Under the agreement, Trustar has also committed to registering JCSD's common stock, including shares issuable upon conversion of the preferred stock, for resale within two years of the closing date.

Brean Capital, LLC delivered a fairness opinion to Trustar's board of directors in connection with the transaction. Troutman Pepper Locke LLP served as legal counsel to Trustar, and The Gunster Law Firm served as legal counsel to JCSD.

Trustar Bank is a Virginia-chartered commercial bank headquartered in Great Falls, Virginia, with branches in Tysons Corner, Reston, and Bethesda, Maryland, among other locations.

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