TEXAS COMMUNITY BANCSHARES, INC. AND THE BANC OF SAN JACINTO COUNTY BANCSHARES, INC., THE PARENT OF THE BANK OF SAN JACINTO COUNTY, COLDSPRING, TEXAS, ANNOUNCE MERGER AGREEMENT
TEXAS COMMUNITY BANCSHARES, INC. AND THE BANC OF SAN JACINTO COUNTY BANCSHARES, INC., THE PARENT OF THE BANK OF SAN JACINTO COUNTY, COLDSPRING, TEXAS, ANNOUNCE MERGER AGREEMENT |
| [29-October-2026] |
MINEOLA, Texas and COLDSPRING, Texas, Oct. 29, 2026 /PRNewswire/ -- Texas Community Bancshares, Inc. (NASDAQ: TCBS) (the "Company") and The Banc of San Jacinto County Bancshares, Inc. ("SJCB") jointly announced today that they have entered into a definitive merger agreement (the "Merger Agreement"). Under the agreement, the Company will acquire SJCB in an all-cash transaction (the "Merger"). This includes SJCB's wholly owned subsidiary, The Bank of San Jacinto County, a Texas non-member bank headquartered in Coldspring, Texas ("SJCB Bank").
Founded in 1963, SJCB Bank is headquartered in Coldspring, the county seat of San Jacinto County, Texas. For more than six decades, SJCB Bank has served as a community-focused institution committed to the financial well-being and growth of the communities it serves. The bank offers retail and commercial banking services from its single banking office in Coldspring. It is led by Chief Executive Officer, Denny Clark. As of June 30, 2026, SJCB Bank reported total assets of $41.951 million, total loans of $12.515 million and total deposits of $35.305 million. "We are pleased to welcome SJCB Bank, its customers and its employees to our organization," said Jason Sobel, President and Chief Executive Officer of the Company. "This transaction is a natural extension of our strategy to grow thoughtfully in markets we know and understand, and it brings together two institutions that share a deep commitment to relationship-based community banking. SJCB Bank has earned the trust of San Jacinto County over more than 60 years, and we intend to honor that legacy. We believe this combination will give SJCB Bank's customers access to a broader range of products, services and lending capacity, while creating long-term value for our shareholders." Denny Clark, Chief Executive Officer of SJCB Bank, stated, "For more than six decades, SJCB Bank has been proud to serve the families and businesses of San Jacinto County, and that mission has guided every decision we have made, including this one. After careful consideration, our board concluded that joining Texas Community Bancshares is the right step for our shareholders, our customers and our employees. We share the same values and the same belief in local, personal service. We are confident that, as part of a larger organization, we will be able to serve our community even more effectively for years to come." Under the terms of the Merger Agreement, SJCB's shareholders will receive aggregate cash consideration of $9.5 million (the "Aggregate Merger Consideration"). At closing, each outstanding share of SJCB common stock will be converted into the right to receive a pro rata portion of the Aggregate Merger Consideration in cash. The boards of directors of both the Company and SJCB have unanimously approved the Merger Agreement. The Merger is expected to close in the first quarter of 2027. Closing is subject to customary closing conditions, including receipt of required regulatory approvals and approval of the Merger Agreement by SJCB's shareholders. Alston & Bird LLP is serving as legal counsel to the Company. Fenimore Kay Harrison LLP is serving as legal counsel to SJCB, and Performance Trust Capital Partners, LLC is serving as financial advisor to SJCB. About Texas Community Bancshares, Inc. About The Banc of San Jacinto County Bancshares, Inc. Caution About Forward-Looking Statements Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger of customer, supplier, employee or other business partner relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the failure to obtain the necessary approval by the shareholders of SJCB, (5) the possibility that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, (6) the ability of the Company to obtain required governmental approvals of the Merger on the anticipated timeframe and without the imposition of adverse conditions, (7) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (8) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger, (9) the risks relating to the integration of SJCB's operations into the operations of the Company, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (10) the risk of potential litigation or regulatory action related to the Merger, (11) the risks associated with the Company's pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, and (13) general competitive, economic, political and market conditions. Further information regarding additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by the Company with the U.S. Securities and Exchange Commission ("SEC"). Many of these factors are beyond the Company's and SJCB's ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and neither the Company nor SJCB undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company or SJCB to predict their occurrence or how they will affect the Company or SJCB. The Company and SJCB qualify all forward-looking statements by these cautionary statements. Important Information About the Merger and Where to Find It In connection with the Merger, SJCB will prepare a proxy statement which, when finalized, will be sent to the shareholders of SJCB seeking their approval of the Merger Agreement and the related proposals. BEFORE MAKING ANY VOTING DECISION, SJCB SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THAT DOCUMENT AND ANY OTHER RELEVANT DOCUMENTS THAT SJCB MAY SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE MERGER, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The proxy statement, when available, may be obtained free of charge upon written request by SJCB shareholders as of the record date thereof to SJCB, Attention: Denny Clark, President, 100 Highway 150 West, Coldspring, Texas 77331, or by calling (936) 653-4395. Documents filed by the Company with the SEC can be obtained free of charge from the SEC's website at www.sec.gov or from the Company's investor relations website at https://investors.broadstreet.bank/. Participants in the Transaction Company Contact:
SOURCE Texas Community Bancshares, Inc. | ||
Company Codes: Nasdaq:TCBS,NASDAQ:TCBS |
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