Item 9A. Controls and Procedures
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, 2024. 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, 2024, 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, 2024, 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 quarter ended December 31, 2024, 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.
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ITEM 9B. Other Information
During the three months ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company’s securities that was intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1 (c) or any “ non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408 of SEC Regulation S-K).
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 Broadstreet Bank’s website at www.broadstreet.bank.
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 2025 Annual Meeting of Stockholders (the “ 2025 Proxy Statement”) is incorporated herein by reference.
The Company has adopted a Policy Regarding Insider Trading governing the purchase, sale and/or other dispositions of the Company’s securities by its directors, officers and employees and by the Company itself. A copy of the policy is filed as an exhibit to its Annual Report on Form 10-K.
ITEM 11. Executive Compensation
The information contained in the sections captioned “Executive Compensation” and “Directors’ Compensation” in the 2024 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, 2024:
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
276,060
$
15.81
67,360
Equity compensation plans not approved by stockholders
N/A
N/A
N/A
Total
276,060
$
15.81
67,360
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(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 2025 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 2025 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 2025 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 2025 Proxy Statement.
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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 to 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 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, as filed on March 30, 2023)
10.1
Employment Agreement between Broadstreet Bank, SSB and Jason Sobel (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (Commission File No. 001-40610), as filed on October 4, 2024
10.2
Employment Agreement between Broadstreet Bank, SSB and Julie Sharff (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)†
10.5
Broadstreet Bank Deferred Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)†
10.6
Broadstreet Bank Split Dollar Life Insurance Plan, as amended (incorporated by reference to Exhibit 10.6 to 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 Broadstreet Bank Split Dollar Life Insurance Plan Participation Agreement for certain executive officer (incorporated by reference to Exhibit 10.8 to 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 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021)†
19
Policy Regarding Insider Trading
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
97
Texas Community Bancshares, Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Form 10-K, as filed on March 27, 2024)
101
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in inline XBRL: (i) Consolidated Statements of
Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
†
Management contract or compensation plan or arrangement.
ITEM 16 . Form 10-K Summary
Not applicable.
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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 27, 2025
By:
/s/ Jason Sobel
Jason Sobel
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/ Jason Sobel
President, Chief Executive Officer and Director
March 27, 2025
Jason Sobel
(Principal Executive Officer)
/s/ Julie Sharff
Senior Vice President and Chief Financial Officer
March 27, 2025
Julie Sharff, CPA
(Principal Financial and Accounting Officer)
/s/ Demethrius T. Boyd
Director
March 27, 2025
Demethrius T. Boyd
/s/ Clifton D. Bradshaw
Director
March 27, 2025
Clifton D. Bradshaw
/s/ James B. Harder
Director
March 27, 2025
James B. Harder
/s/ Kerry A. Kindle
Director
March 27, 2025
Kerry A. Kindle
/s/ Mark A. Pickens
Director
March 27, 2025
Mark A. Pickens
/s/ Kerry Nan Saucier
Director
March 27, 2025
Kerry Nan Saucier
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/s/ Anthony R. Scavuzzo
Director
March 27, 2025
Anthony R. Scavuzzo
/s/ Johnny Sherrill
Director
March 27, 2025
Johnny Sherrill
/s/ Robert L. Smith, III
Director
March 27, 2025
Robert L. Smith, III
/s/ Bryan Summerville
Director
March 27, 2025
Bryan Summerville
/s/ Glen Thurman
Director (Chairman of the Board)
March 27, 2025
Glen Thurman
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