Texas Community Bancshares, Inc. 10-K

ITEM 9A. Controls and Procedures (a) Disclosure Controls and Procedures ​ An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman of the Board, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2022. Based on that evaluation, the Company’s management, including the Chairman of the Board, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective. (b) Management’s Annual Report on Internal Control Over Financial Reporting ​ Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. ​ The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. ​ The Company’s management, including the principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria set forth in the “ Internal Control-Integrated Framework (2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting is effective, based on those criteria. ​ This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to provisions of the Dodd-Frank Act that permits the Company to provide only management’s report in this annual report. ​ (c) Changes to Internal Control Over Financial Reporting ​ During the year ended December 31, 2022, there have been no changes to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ​ ​ 95 Table of Contents ITEM 9B. Other Information None. ​ ITEM 9C . D isclosure R egarding F oreign J urisdictions That P revent I nspections Not applicable. ​ PART III ITEM 10. Directors, Executive Officers and Corporate Governance The Company’s has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. A copy is available on the Investors section of Mineola Community Bank’s website at www.mineolacb.com. The information contained in the sections captioned “Business Items to be Voted on by Stockholders – Item 1 Election of Directors,” “Other Information Relating to Directors and Executive Officers” and “Corporate Governance” in the Company’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the “ 2023 Proxy Statement”) is incorporated herein by reference. ​ ​ ITEM 11. Executive Compensation The information contained in the sections captioned “Executive Compensation” and “Directors’ Compensation” in the 2023 Proxy Statement is incorporated herein by reference. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) Securities Authorized for Issuance Under Stock-Based Compensation Plans ​ The following information is presented for the Texas Community Bancshares, Inc. 2022 Equity Incentive Plan, as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ Number of securities to be ​ ​ Weighted-average ​ remaining available for ​ ​ issued upon exercise of ​ ​ exercise price of ​ future issuance under ​ ​ outstanding options, ​ ​ outstanding options, ​ equity compensation Plan Category warrants and rights warrants and rights plans (excluding securities ​ (column a) (column b) reflected in column (a)) ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans approved by stockholders 97,728 $ 16.00 319,273 ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans not approved by stockholders N/A ​ ​ N/A ​ N/A ​ ​ ​ ​ Total 97,728 $ 16.00 319,273 ​ ​ ​ 96 Table of Contents (b) Securities Ownership of Certain Beneficial Owners ​ The information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the 2023 Proxy Statement. ​ (c) Security Ownership of Management ​ The information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the 2023 Proxy Statement. ​ (d) Changes in Control ​ Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a later date result in a change in control of the Company. ​ ​ ​ ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the sections captioned “Other Information Relating to Directors and Executive Officers – Transactions with Certain Related Persons” and “Corporate Governance” of the 2023 Proxy Statement. ​ ​ ITEM 14. Principal Accountant Fees and Service s The information required by this item is incorporated herein by reference to the section captioned “Business Items to be Voted on by Stockholders – Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” of the 2023 Proxy Statement. ​ 97 Table of Contents PART IV ​ ITEM 15. Exhibits and Financial Statement Schedules ​ ​ ​ ​ 3.1 Articles of Incorporation of Texas Community Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2022) 3.2 ​ Amended and Restated Bylaws of Texas Community Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed on January 26, 2022) 4.1 ​ Form of Common Stock Certificate of Texas Community Bancshares, Inc. (incorporated by reference to Exhibit 4.1 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021) 4.2 ​ Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 10.1 ​ Employment Agreement between Mineola Community Bank, S.S.B. and James H. Herlocker, III (incorporated by reference to Exhibit 10.1 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021) † 10.2 ​ Employment Agreement between Mineola Community Bank, S.S.S. and Julie Sharff (incorporated by reference to Exhibit 10.2 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.3 ​ Employment Agreement between Mineola Community Bank, S.S.S. and Terri Baucum (incorporated by reference to Exhibit 10.3 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.4 ​ Employment Agreement between Mineola Community Bank, S.S.S. and Sheree Mize (incorporated by reference to Exhibit 10.4 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.5 ​ Mineola Community Bank Deferred Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.6 ​ Mineola Community Bank Split Dollar Life Insurance Plan, as amended (incorporated by reference to Exhibit 10.6 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.7 ​ Mineola Community Bank Split Dollar Life Insurance Plan Participation Agreement with James H. Herlocker, III (incorporated by reference to Exhibit 10.7 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.8 ​ Form of Mineola Community Bank Split Dollar Life Insurance Plan Participation Agreement for certain executive officer (incorporated by reference to Exhibit 10.8 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 10.9 ​ Compensation Agreement with Robert L. Smith, III (incorporated by reference to Exhibit 10.9 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)† 21 ​ Subsidiaries of Registrant 23 ​ Consent of Independent Registered Public Accounting Firm 31.1 ​ Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 ​ Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ​ Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 ​ The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in inline XBRL: (i) Statements of Financial Condition, (ii) Statements of Income, (iii) Statements of Comprehensive Loss, (iv) Changes in Shareholders’ Equity, (v) Statements of Cash Flows and (vi) Notes to the Financial Statements. 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ 98 Table of Contents † Management contract or compensation plan or arrangement. ITEM 16 . Form 10-K Summary Not applicable. ​ 99 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ TEXAS COMMUNITY BANCSHARES, INC. Date: March 30, 2023 By: /s/ James H. Herlocker, III James H. Herlocker, III Chairman, President and Chief Executive Officer (Duly Authorized Representative) ​ Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ Signatures Title Date ​ ​ ​ ​ ​ ​ /s/ James H. Herlocker, III Chairman, President and Chief Executive Officer March 30, 2023 James H. Herlocker, III (Principal Executive Officer) ​ /s/ Julie Sharff Senior Vice President and Chief Financial Officer March 30, 2023 Julie Sharff, CPA (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ /s/ Demethrius T. Boyd Director March 30, 2023 Demethrius T. Boyd ​ ​ ​ ​ ​ /s/ Clifton D. Bradshaw Director March 30, 2023 Clifton D. Bradshaw ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ James B. Harder Director March 30, 2023 James B. Harder ​ ​ ​ ​ ​ /s/ Kerry A. Kindle Director March 30, 2023 Kerry A. Kindle ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Sheree A. Mize Corporate Secretary and Director March 30, 2023 Sheree A. Mize ​ ​ ​ ​ ​ /s/ Mark A. Pickens Director March 30, 2023 Mark A. Pickens ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100 Table of Contents /s/ Jerry Presswood Director March 30, 2023 Jerry Presswood ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kerry Nan Saucier Director March 30, 2023 Kerry Nan Saucier ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Anthony R. Scavuzzo Director March 30, 2023 Anthony R. Scavuzzo ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Johnny Sherrill Director March 30, 2023 Johnny Sherrill ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Robert L. Smith, III Director March 30, 2023 Robert L. Smith, III ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Bryan Summerville Director March 30, 2023 Bryan Summerville ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Glen Thurman Director March 30, 2023 Glen Thurman ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101