Mineola, Texas, and Cordes Springs, Texas, October 29th / PRNewswire / -- Texas Community Bancshares, Inc. (Nasdaq ticker: TCBS, hereinafter referred to as the “Company”) and The Banc of San Jacinto County Bancshares Inc. (hereinafter referred to as “SJCB”) today jointly announced that they have signed a final merger and acquisition agreement (“Merger Agreement”). Under this agreement, the Company will acquire SJCB (“Merger”) in a all-cash transaction. The transaction also includes SJCB’s wholly-owned subsidiaries The Bank of San Jacinto County, which is a non-member Texas bank headquartered in Cordes Springs, Texas (“SJCB Bank”).

SJCB Bank was established in 1963, with its headquarters located in Cordes Springs, the county seat of San Jacinto County. For over sixty years, SJCB Bank has been a community-oriented institution dedicated to serving the financial well-being and development of the communities it serves. The bank provides retail and commercial banking services through a single branch located in Cordes Springs, and is led by CEO 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.

The President and CEO, Jason Sobel, stated: "We are delighted to welcome SJCB Bank, its customers, and employees to join our organization. This transaction is a natural extension of our prudent expansion strategy in a market that we are familiar with and understand, and it also brings together two institutions that are both deeply committed to relationship-based community banking. SJCB Bank has earned the trust of San Jacinto County over more than 60 years, and we intend to continue this tradition. We believe that this combination will provide SJCB Bank's customers with a wider range of products, services, and lending capabilities, while creating long-term value for our shareholders as well."

SJCB Bank CEO Denny Clark stated: "For over sixty years, SJCB Bank has been proudly serving the families and businesses of San Jacinto County. This mission has guided every decision we have made, including this one. After careful consideration, our board of directors believes that joining Texas Community Bancshares is the right step for our shareholders, customers, and employees. We share the same values and believe in localized, personalized services. We are confident that as part of a larger organization, we will be able to serve the community more effectively in the coming years."

According to the terms of the merger and acquisition agreement, the shareholders of SJCB will receive a total cash consideration of $9.5 million (“total merger consideration”). At the time of delivery, each outstanding common share of SJCB will be converted into a right to receive the corresponding cash portion of the total merger consideration in proportion.

Both the company and the board of directors of SJCB have unanimously approved the merger agreement. The merger is expected to be completed in the first quarter of 2027. Closing the deal will require meeting customary conditions, including obtaining the necessary regulatory approvals as well as the approval of the shareholders of SJCB for the merger agreement.

Alston and Bird LLP serve as the company's legal advisors. Fenimore Kay Harrison LLP acts as the legal advisor for SJCB, while Performance Trust Capital Partners and LLC serve as the financial advisors for SJCB.

Regarding Texas Community Bancshares, Inc.

Texas Community Bancshares, Inc. Headquartered in Minneola, Texas, it is the bank holding company for Broadstreet Bank and SSB; Broadstreet is a Texas chartered savings bank also headquartered in Minneola ("Broadstreet"). Broadstreet offers a range of deposit products, including checking accounts, money market accounts, savings accounts, and time deposit accounts. Its lending business covers residential real estate, commercial real estate, construction and land, as well as municipal loans, and also includes commercial, consumer, and other loans. Broadstreet serves customers through its main office and six branches located in the counties of Franklin, Hopkins, Smith, Van Zandt, and Wood in East Texas. Texas Community Bancshares trades on the NASDAQ capital market, with the stock code being TCBS.

Regarding The Banc, of, San Jacinto County Bancshares, Inc.

The Banc of San Jacinto County Bancshares, Inc is the holding company of The Bank of San Jacinto County (Cordes Springs, Texas). This bank is a full-service financial institution with only one branch located in Cordes Springs, San Jacinto County in Texas. Since 1963, The Bank of San Jacinto County has been a true community bank, serving the needs of the San Jacinto County community.

Forward-looking Statements Warning

This press release contains “forward-looking statements” as defined by Section 27A of the Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act of 1934 (as amended). Generally, forward-looking statements can be identified by words such as “may”, “believe”, “expect”, “anticipate”, “intend”, “will”, “should”, “plan”, “estimate”, “predict”, “continue”, “potential”, or their negative forms, as well as other similar expressions. These include statements regarding the anticipated completion time of mergers and acquisitions and the expected benefits of such transactions to the company. Forward-looking statements are not historical facts, but rather represent management’s judgments based on information available at the time of the statements; they do not constitute guarantees of future performance. Actual results may differ significantly from those stated or implied in the forward-looking statements. Forward-looking statements are subject to various assumptions, risks, and uncertainties that may change over time, and could lead to significant differences between actual results or financial conditions and those stated or implied in the statements.

Factors that may lead to or contribute to the aforementioned differences include, but are not limited to: (1) cost savings and potential revenue synergies from the merger may not be realized, or may take longer to achieve than anticipated; (2) disruptions to customers, suppliers, employees, or other business partnerships due to the merger; (3) any events, changes, or circumstances that could result in the termination of the merger agreement; (4) failure to obtain necessary approval from SJCB shareholders; (5) merger-related costs, expenses, expenditures, and fees may be higher than expected; (6) whether the company can obtain required government approvals within the expected time frame without unfavorable conditions; (7) reputational risks and the reactions of the companies' customers, suppliers, employees, or other business partners to the merger; (8) failure to meet the delivery conditions stipulated in the merger agreement, or any unexpected delays in merger completion; (9) risks associated with integrating SJCB into the company's operations, including the risk of significant delays or higher integration costs and difficulties than anticipated; (10) potential litigation or regulatory actions related to the merger; (11) risks involved in the company's future acquisitions; (12) risks associated with expanding into new geographical or product markets; and (13) general competitive, economic, political, and market conditions. For other factors that may affect forward-looking statements, please refer to the company's annual report for the year ending December 31, 2025, Form 10-K, as well as other documents subsequently submitted to the U.S. Securities and Exchange Commission (“SEC”) under the sections “Caution Regarding Forward-Looking Statements” and “Risk Factors.”

Many of these factors are beyond the control or predictive capabilities of the company and SJCB. If one or more events related to these or other risks and uncertainties occur, or if the underlying assumptions prove to be incorrect, the actual results may differ significantly from the forward-looking statements. Therefore, shareholders and investors should not rely excessively on any such forward-looking statements. Any forward-looking statements are only valid as of the date of issuance of this communication. Except as required by law, the company and SJCB have no obligation to update or revise any forward-looking statements due to new information, future events, or other reasons. New risks and uncertainties may arise from time to time, and the company and SJCB cannot predict their occurrence or their impact on the company or SJCB.

The company and SJCB limit all forward-looking statements with these cautionary notes.

Important Information on Mergers and Acquisitions and How to Obtain It

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation to buy any securities, nor does it constitute an offer to vote or approve any merger or acquisition. This press release cannot replace the proxy statement or any other documents that SJCB may send to its shareholders regarding the merger or acquisition.

In relation to the merger and acquisition, SJCB will prepare a power of attorney; once this document is finalized, it will be sent to the shareholders of SJCB for their approval of the merger agreement and related proposals. Before making any voting decisions, it is strongly recommended that the shareholders of SJCB carefully and thoroughly read the power of attorney, as well as any amendments or supplements to it, and any other relevant documents that SJCB may send to its shareholders regarding the merger, as these documents will contain important information about the merger. Once the power of attorney is available, shareholders of SJCB can obtain a copy for free by submitting a written request to the following recipients: Denny Clark, President, at the address: 100 Highway 150 West Coldspring Texas 77331, or by calling (936) 653-4395. The documents submitted by the company to SEC can also be obtained for free on the SEC website www.sec.gov or on the company's investor relations website https:// investors.broadstreet.bank.

Transaction Participants

SJCB and some of its directors and executives may be regarded as individuals who participated in soliciting proxy votes from SJCB shareholders and supported the approval of the merger agreement. Information regarding the directors and executives of SJCB and their direct or indirect interests in the merger, including interests held through shareholding or other means that may differ from the overall interests of the ordinary shareholders of SJCB, will be included once the power of attorney is available.

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