Texas Community Bancshares, Inc. filed a Form 8-K on October 30, 2026, disclosing that it entered into an Agreement and Plan of Merger with The Banc of San Jacinto County Bancshares, Inc. on October 29, 2026.

Key Highlights

  • Merger announced: Texas Community Bancshares, Inc. (TCBS) signed a merger agreement with The Banc of San Jacinto County Bancshares, Inc. (SJCB) on October 29, 2026.
  • All-cash deal: The aggregate merger consideration is $9,500,000 in cash, without interest and less any applicable withholding taxes, subject to certain reductions.
  • Funded from cash on hand: According to the filing, TCBS expects to fund the aggregate merger consideration with cash on hand, and the obligations are not subject to any financing condition.
  • Bank subsidiary merger: The Bank of San Jacinto County will merge into Broadstreet Bank, SSB, with Broadstreet continuing as the surviving bank.
  • Termination fee: SJCB would owe TCBS a termination fee of $550,000 under certain specified circumstances.
  • Outside date: The merger must be consummated on or before February 28, 2027, automatically extendable to May 31, 2027, if only regulatory approvals remain outstanding.
  • Dissenter threshold: A closing condition requires that dissenting shares represent less than 10.0% of SJCB's outstanding common stock.

Texas Community Bancshares Enters $9.5 Million Merger Agreement with San Jacinto County Bancshares

According to the Form 8-K filed with the Securities and Exchange Commission, Texas Community Bancshares, Inc. (NASDAQ:TCBS), headquartered at 215 West Broad Street, Mineola, Texas, entered into an Agreement and Plan of Merger with The Banc of San Jacinto County Bancshares, Inc. on October 29, 2026. Under the terms disclosed, SJCB will merge with and into TCBS, with TCBS surviving. Immediately following that merger, SJCB's wholly-owned banking subsidiary, The Bank of San Jacinto County, Coldspring, Texas, will merge into TCBS's wholly-owned banking subsidiary, Broadstreet Bank, SSB, with Broadstreet continuing as the surviving bank.

The filing states that all outstanding shares of SJCB common stock, 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 in cash. The filing notes that the aggregate merger consideration is subject to a dollar-for-dollar reduction for certain tax distributions SJCB is permitted to make to its shareholders, and that a portion will be withheld at closing to fund a tax expense fund administered by a representative of SJCB shareholders. The merger agreement was approved by the board of directors of each company, the filing disclosed.

The filing describes several closing conditions, including approval by holders of two-thirds of SJCB's outstanding common stock, receipt of regulatory approvals and third-party consents, the absence of injunctions, accuracy of representations and warranties, and the absence of a material adverse effect with respect to either party. SJCB has also agreed, subject to certain exceptions, to refrain from soliciting or facilitating alternative acquisition transactions. The filing discloses that if SJCB receives a superior proposal, TCBS will have an opportunity to match its terms. The company is identified in the filing as an emerging growth company that has elected not to use the extended transition period for complying with new or revised financial accounting standards.

What Was Disclosed

Texas Community Bancshares disclosed the execution of a merger agreement to acquire The Banc of San Jacinto County Bancshares for $9,500,000 in cash, with both companies' bank subsidiaries to merge concurrently, subject to regulatory and shareholder approvals.