On May 25, 2023, the shareholders of the Company approved the amendment and restatement (the “Amendment”) of Article VI of the Company's first amended and restated certificate of formation to authorize a new class of non-voting common stock, par value $1.00 per share. Under the terms of the Amendment, the Company is authorized to issue 54,500,000 shares of capital stock, consisting of 50,000,000 shares of common stock, par value $1.00 per share, 3,500,000 shares of non-voting common stock, par value $1.00 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. The shares of capital stock may be issued as authorized by the board of directors of the Company without the approval of its shareholders, except as otherwise provided by governing law, rule or regulation or as set forth in the certificate of formation, as amended. The Amendment became effective upon the filing of the Certificate of Amendment to the Certificate of Formation of the Company with the Secretary of State of the State of Texas on May 25, 2023.

On September 30, 2022, the Company adopted resolutions creating Series A Convertible Non-Cumulative Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Perpetual Preferred Stock, with 69,400 shares authorized for each series.

On September 30, 2022, the Company completed a private placement of (i) 69,400 shares of Series A Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) the Preferred Warrants at an exercise price equal to $22.50 per share, for aggregate gross proceeds of $69.4 million before deducting placement fees and offering expenses. Aggregate net proceeds were $66.2 million after deducting placement fees and offering expenses of $3.2 million.

The securities sold in the private placement were sold only to accredited investors and were issued without registration under the Securities Act, in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder as securities offered and sold only to accredited investors (as defined in Rule 501(a) of Regulation D under the Securities

Act) in a transaction not involving any public offering. Officers and directors of the Company purchased $2.7 million of the Series A Preferred Stock.

On March 13, 2024, the Bank completed its conversion from a Texas state savings bank to a Texas banking association. As a result of the conversion, the Texas Department of Banking is the Bank’s primary state regulator and the Federal Reserve is the Bank’s primary federal regulator. The Federal Reserve continues to be the Company’s primary federal regulator. The Bank remains as a member of the Federal Reserve System.

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier I capital, and Common Equity Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of June 30, 2024 and December 31, 2023, the Company and Bank meet all capital adequacy requirements to which it is subject.

Financial institutions are categorized as well capitalized or adequately capitalized, based on minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the tables below. As shown below, the Bank’s capital ratios exceed the regulatory definition of well capitalized as of June 30, 2024 and December 31, 2023. Based upon the information in its most recently filed call report, the Bank continues to meet the capital ratios necessary to be well capitalized under the regulatory framework for prompt corrective action.

There are no conditions or events since June 30, 2024 that management believes have changed the Bank’s category.

A comparison of actual capital amounts and ratios to required capital amounts and ratios for the Company and Bank are presented in the following table. Capital levels required to be well capitalized are based upon prompt corrective action regulations.


	Actual					For Capital Adequacy Purposes						To Be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio			Amount			Ratio			Amount			Ratio
THIRD COAST BANCSHARES, INC. (Consolidated)
As of June 30, 2024:
Total capital (to risk weighted assets)	$	532,849		12.78	%	≥	$	437,756	≥	10.50	%		N/A			N/A
Tier 1 capital (to risk weighted assets)	$	411,870		9.88	%	≥	$	354,374	≥	8.50	%		N/A			N/A
Tier 1 capital (to average assets)	$	411,870		9.24	%	≥	$	178,275	≥	4.00	%		N/A			N/A
Common equity tier 1 (to risk weighted assets)	$	345,645		8.29	%	≥	$	291,837	≥	7.00	%		N/A			N/A
As of December 31, 2023:
Total capital (to risk weighted assets)	$	512,024		12.66	%	≥	$	424,563	≥	10.50	%		N/A			N/A
Tier 1 capital (to risk weighted assets)	$	392,037		9.70	%	≥	$	343,694	≥	8.50	%		N/A			N/A
Tier 1 capital (to average assets)	$	392,037		9.23	%	≥	$	169,917	≥	4.00	%		N/A			N/A
Common equity tier 1 (to risk weighted assets)	$	325,812		8.06	%	≥	$	283,042	≥	7.00	%		N/A			N/A
THIRD COAST BANK
As of June 30, 2024:
Total capital (to risk weighted assets)	$	561,184		13.49	%	≥	$	436,918	≥	10.50	%	≥	$	416,112	≥		10.00	%
Tier 1 capital (to risk weighted assets)	$	520,861		12.52	%	≥	$	353,695	≥	8.50	%	≥	$	332,890	≥		8.00	%
Tier 1 capital (to average assets)	$	520,861		11.71	%	≥	$	177,976	≥	4.00	%	≥	$	222,470	≥		5.00	%
Common equity tier 1 (to risk weighted assets)	$	520,861		12.52	%	≥	$	291,278	≥	7.00	%	≥	$	270,473	≥		6.50	%
As of December 31, 2023:
Total capital (to risk weighted assets)	$	544,624		13.49	%	≥	$	423,829	≥	10.50	%	≥	$	403,647	≥		10.00	%
Tier 1 capital (to risk weighted assets)	$	505,190		12.52	%	≥	$	343,100	≥	8.50	%	≥	$	322,918	≥		8.00	%
Tier 1 capital (to average assets)	$	505,190		11.91	%	≥	$	169,649	≥	4.00	%	≥	$	212,062	≥		5.00	%
Common equity tier 1 (to risk weighted assets)	$	505,190		12.52	%	≥	$	282,553	≥	7.00	%	≥	$	262,371	≥		6.50	%