Form 8-K Texas Community Bancshar For: Oct 29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 29, 2026

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Texas Community Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

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(903) 569-2602

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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Emerging growth company ☒

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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.  ☒

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Item 1.01 Entry into a Material Definitive Agreement

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Agreement and Plan of Merger

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Overview

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On October 29, 2026, Texas Community Bancshares, Inc., a Maryland corporation (“TCBS”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Banc of San Jacinto County Bancshares, Inc., a Texas corporation (“SJCB”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, SJCB will merge with and into TCBS (the “Merger”), with TCBS surviving the Merger (the “Surviving Entity”). Immediately following the effective time of the Merger (the “Effective Time”), SJCB’s wholly-owned banking subsidiary, The Bank of San Jacinto County, Coldspring, Texas (“Target Bank”), will merge with and into TCBS’s wholly owned banking subsidiary, Broadstreet Bank, SSB (“Broadstreet”), with Broadstreet continuing as the surviving bank (the “Bank Merger” and, together with the Merger, the “Mergers”). The directors and officers of TCBS immediately prior to the Effective Time will continue as the directors and officers of the Surviving Entity.

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The Merger Agreement was approved by the Board of Directors of each of TCBS and SJCB.

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Merger Consideration

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Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, all of the shares of SJCB common stock (“SJCB Stock”) issued and outstanding immediately prior to the Effective Time, other than shares as to which dissenters’ rights have been properly perfected under the Texas Business Organizations Code, will be cancelled and converted into the right to receive a pro rata portion of $9,500,000 (the “Aggregate Merger Consideration”) in cash, without interest and less any applicable withholding taxes, subject to a dollar-for-dollar reduction for certain tax distributions SJCB is permitted to make to its shareholders in certain circumstances. A portion of the Aggregate Merger Consideration will be withheld at closing to fund a tax expense fund to be administered by a representative of the SJCB shareholders. TCBS expects to fund the Aggregate Merger Consideration with cash on hand, and TCBS’s obligations under the Merger Agreement are not subject to any financing condition.

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Representations and Warranties.

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The Merger Agreement contains usual and customary representations and warranties that TCBS and SJCB made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the TCBS and SJCB and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the TCBS and SJCB rather than establishing matters of fact.

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Covenants; No Solicitation.

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Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, SJCB has agreed, subject to certain exceptions, not to (i) initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction; (ii) participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition transaction; (iii) release any person from or waive any confidentiality or standstill agreement to which SJCB is a party; or (iv) enter into any agreement or letter of intent with respect to any alternative acquisition transaction. In the event that SJCB receives a proposal with respect to an alternative acquisition transaction that the SJCB board of directors determines is superior to the Merger, TCBS will have an opportunity to match the terms of such proposal, subject to certain requirements.

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Closing Conditions

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The completion of the Merger is subject to customary conditions, including (i) approval of the Merger Agreement by the holders of two-thirds of the outstanding shares of SJCB common stock entitled to vote thereon, (ii) receipt of certain regulatory approvals and third-party consents, (iii) no injunctions or other legal restraints preventing the consummation

of the Merger; (iv) the accuracy of representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement (subject to customary materiality qualifiers), (v) performance in all material respects by the other party of its obligations under the Merger Agreement; (vi) dissenting shares representing less than 10.0% of the outstanding shares of SJCB common stock; and (vii) the absence of a material adverse effect with respect to the either TCBS or SJCB.

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Termination; Termination Fee

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The Merger Agreement provides certain termination rights for both TCBS and SJCB, including (i) by mutual written consent of TCBS and SJCB, (ii) by either party if any required regulatory approval has been denied by final, non-appealable action or an application therefor has been permanently withdrawn at the request of a governmental authority, (iii) by either party if the requisite SJCB shareholder approval is not obtained, (iv) by either party (provided that the terminating party is not then in material breach of the Merger Agreement) if there has been an uncured or incurable breach by the other party of its representations, warranties, covenants or agreements, subject to customary materiality qualifiers and a 30-day cure period, and (v) by either party if the Merger has not been consummated on or before February 28, 2027, which date will be automatically extended to May 31, 2027, if the only outstanding conditions relate to the receipt of regulatory approvals. TCBS may also terminate the Merger Agreement if SJCB materially breaches its non-solicitation obligations or SJCB’s board of directors withdraws or adversely modifies its recommendation or takes certain other specified actions, and SJCB may terminate the Merger Agreement, prior to obtaining shareholder approval, to enter into a definitive agreement with respect to a superior proposal.

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SJCB will be required to pay TCBS a termination fee of $550,000 if the Merger Agreement is terminated (i) by TCBS as a result of SJCB’s material breach of its non-solicitation obligations or a change in, or failure to reaffirm, the recommendation of SJCB’s board of directors, among other specified actions, (ii) by SJCB to enter into a definitive agreement with respect to a superior proposal, or (iii) under certain circumstances following the making of an acquisition proposal, if SJCB enters into an agreement with respect to, or consummates, an acquisition proposal within 12 months after such termination.

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Important Statement Regarding Merger Agreement

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The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, its affiliates and their respective businesses, and the information regarding the Merger Agreement, the Merger and TCBS that will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings that TCBS makes with the Securities and Exchange Commission (the “SEC”).

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Voting Agreements and Other Ancillary Agreements

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Concurrently with the execution and delivery of the Merger Agreement, each of the directors and executive officers of SJCB that own SJCB Stock and certain other shareholders entered into a voting agreement with TCBS (collectively, the “Voting Agreements”), pursuant to which each such person agreed, among other things, to vote the shares of SJCB Stock owned by such person in favor of the approval of the Merger Agreement and the transactions contemplated thereby, subject to the terms of the Voting Agreements. In addition, in connection with the execution of the Merger Agreement, (i) Cindy Manthey, SJCB’s President, Treasurer and Secretary, entered into an employment agreement with TCBS, effective as of the Effective Time, (ii) Denny Clark, who holds deposits at Target Bank, entered into a deposit retention agreement, pursuant to which he agreed to maintain his existing deposit relationship for a period of 12 months following the Effective Time, and (iii) each non-employee director of SJCB and Target Bank entered into a non-competition and non-disclosure agreement, effective upon consummation of the Merger. The foregoing description of the Voting Agreements and other ancillary documents does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included as exhibits to the Merger Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

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Item 8.01 Other Events

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On October 29, 2026, TCBS and SJCB issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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This communication may contain certain forward-looking statements, which are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of TCBS and SJCB, the expected timing of completion of the transaction, the expected impact of the transaction on the combined company’s financial results, including anticipated cost savings and revenue synergies, and other statements that are not historical facts. Forward-looking statements are based on TCBS management’s and SJCB management’s beliefs, assumptions, current expectations, estimates and projections, and may include projections of, or guidance on, TCBS’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, credit losses and growth strategies. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.

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Forward-looking statements may be identified by words such as “expect,” “seek,” “anticipate,” “continue,” “believe,” “intend,” “estimate,” “project,” “plan,” “trend,” “objective,” “target,” “outlook,” “forecast,” “goal,” “assume,” “contemplate,” “indicate,” “approximately,” “is likely,” “strategy,” “potential,” “possible,” or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995. TCBS and SJCB caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond TCBS’s and SJCB’s control.

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While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, slowdowns in economic growth, higher unemployment and resulting stress on borrowers, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; uncertainty regarding the federal budget, the debt ceiling and the U.S. sovereign credit rating; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition, and related increases in insurance costs; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as Federal Deposit Insurance Corporation (the “FDIC”) special assessments and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits; the cost of and competition for deposits and our ability to manage liquidity; changing interest rates which could negatively impact the value of our portfolio of investment securities, loan demand, the value of loan collateral and net interest income; the failure of assumptions underlying reserves for expected credit losses and other models and estimates; cybersecurity risks, including those affecting vendors and other third parties; fraud or misconduct; dependence on key vendors and technology platforms; the effectiveness of our risk management framework and internal controls over financial reporting; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”); legislative, tax, accounting and regulatory changes, including caps on overdraft and late fees, dividend restrictions and increases in regulatory capital requirements, and challenges to our tax positions or deferred tax assets; competitive pressures on product pricing and services, including from non-bank financial technology providers and other financial institutions; success, impact, and timing of our business strategies; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those involving the SEC, the Federal Reserve, the FDIC, the Texas Department of Banking, the Texas Department of

Savings and Mortgage Lending, the Consumer Financial Protection Bureau and other state-level regulators; litigation, regulatory proceedings and enforcement actions and related costs and reputational harm; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between TCBS and SJCB; the outcome of any legal proceedings that may be instituted against TCBS or SJCB; delays in completing the proposed transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain the approval of SJCB’s shareholders; the failure to satisfy any of the conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction, including anticipated cost savings, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where TCBS and SJCB do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; restrictions on the parties’ businesses during the pendency of the transaction; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or completion of the transaction, and the ability to retain key employees, customers and deposits; the ability to complete the transaction and integration of TCBS and SJCB successfully; and other factors that may affect the future results of TCBS and SJCB.

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Additional factors that could cause results to differ materially from those described above can be found in TCBS’s Annual Report on Form 10-K for the year ended December 31, 2025, and in its subsequent Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available on the SEC’s website at http://www.sec.gov, and in other documents TCBS files with the SEC. All written or oral forward-looking statements, expressed or implied, attributable to TCBS, SJCB or persons acting on their behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither TCBS nor SJCB assumes, and each expressly disclaims, any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If TCBS or SJCB updates one or more forward-looking statements, no inference should be drawn that TCBS or SJCB will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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Item 9.01Financial Statements and Exhibits.

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* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. TCBS agrees to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon its request.

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SIGNATURES

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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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