SecProbe.io

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 June 26, 2025

R. John McWhorter
Chief Financial Officer
Third Coast Bancshares, Inc.
20202 Highway 59 North, Suite 190
Humble, Texas 77338

 Re: Third Coast Bancshares, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41028
Dear R. John McWhorter:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
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 THIRD COAST BANCSHARES, INC.
 June 25, 2025 VIA EDGAR
 Division of Corporation Finance U.S. Securities and Exchange
Commission 110 F Street N.E. Washington, D.C. 20549

 Re:
 Third Coast Bancshares, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41028
 Dear Mr. Makhdoom: Set forth below is the
response of Third Coast Bancshares, Inc., a Texas corporation (the “ Company ,” “ we ,” “ our ” or “ us ”), to the comments received from the staff of the Division of Corporation Finance
(the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated June 13, 2025 regarding the Company’s Annual Report on Form 10-K filed on
March 5, 2025 for the fiscal year ended December 31, 2024. To facilitate your review, we have included each of the Staff’s comments in bold type, following which is our response.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Overview, page 47 1. We note your disclosure
that you operate as a single segment. Please revise your financial statement footnote disclosures, in future filings, to provide all segment information required by ASU 2023-07 and ASC 280-10-50. We remind you that the guidance in ASC
 280-10-50-20 indicates that all public entities are subject to the disclosure requirements, including those with a single
reportable segment. Response: In response to the Staff’s comment, the Company will include in future filings with the
Commission all disclosures required by ASU 2023-07 and ASC 280-10-50, including “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of the Company’s Annual Reports on Form 10-K and the financial statement footnote disclosures.

 Reclassification, page F-14
 2. We note your disclosure that certain amounts may have been reclassified. In future filings, please enhance your disclosure to explicitly state whether
you have made reclassifications and, if you have, explain the nature and magnitude of each change, including specific line item(s) and financial statement(s) affected. Refer to ASC 205-
 10-50-1. Response: In response to the
Staff’s comment, the Company will enhance its disclosure to explicitly state whether the Company has made reclassifications and, if so, the Company will explain the nature and magnitude of each change, including specific line item(s) and
financial statement(s) affected in accordance with ASC 205-10-50-1.
 If you have any questions concerning these responses, please call me at
 713-485-8318.

 Respectfully submitted,

 THIRD COAST BANCSHARES, INC.

 By:

 /s/ R. John McWhorter

 Name:

 R. John McWhorter

 Title:

 Chief Financial Officer

 Cc:
 Michael Keeley, Norton Rose Fulbright US LLP

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 June 13, 2025

R. John McWhorter
Chief Financial Officer
Third Coast Bancshares, Inc.
20202 Highway 59 North, Suite 190
Humble, Texas 77338

 Re: Third Coast Bancshares, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41028
Dear R. John McWhorter:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Overview, page 47

1. We note your disclosure that you operate as a single segment. Please
revise your
 financial statement footnote disclosures, in future filings, to provide
all segment
 information required by ASU 2023-07 and ASC 280-10-50. We remind you
that the
 guidance in ASC 280-10-50-20 indicates that all public entities are
subject to the
 disclosure requirements, including those with a single reportable
segment.
Reclassification, page F-14

2. We note your disclosure that certain amounts may have been reclassified.
In future
 filings, please enhance your disclosure to explicitly state whether you
have made
 reclassifications and, if you have, explain the nature and magnitude of
each change,
 including specific line item(s) and financial statement(s) affected.
Refer to ASC 205-
 10-50-1.
 June 13, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Sarmad Makhdoom at 202-551-5776 or Cara Lubit at
202-551-5909
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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 THIRD COAST BANCSHARES, INC.
 April 29, 2025 VIA EDGAR
 Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Third Coast Bancshares, Inc.
 Registration Statement on Form S-3 (File No. 333-286632)
 Request for Acceleration of Effectiveness
 Ladies and Gentlemen: Third Coast Bancshares,
Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:00 p.m., Central Time, on Thursday, May 1, 2025, or as soon as practicable thereafter.
 Please notify Michael G. Keeley of Norton Rose Fulbright US LLP, counsel to the Company, at (214)
 855-3906 upon the effectiveness of the Registration Statement or if you have any questions regarding this request.

 Very truly yours,

 THIRD COAST BANCSHARES, INC.

 By:

 /s/ R. John McWhorter

 Name:

 R. John McWhorter

 Title:

 Chief Financial Officer

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 April 28, 2025

Bart O. Caraway
Chief Executive Officer
Third Coast Bancshares, Inc.
20202 Highway 59 North, Suite 190
Humble, TX 77338

 Re: Third Coast Bancshares, Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286632
Dear Bart O. Caraway:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Mike Keeley, Esq.
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 THIRD COAST BANCSHARES, INC.

20202 Highway 59 North, Suite 190

Humble, Texas 77338

October 2, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Third Coast Bancshares, Inc.

Registration Statement on Form S-3

Filed September 25, 2024

File No. 333-282328

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Third Coast Bancshares, Inc. hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-3 be
accelerated to 4:00 p.m., Eastern Time, on October 4, 2024, or as soon thereafter as is practicable.

 Please contact Michael G.
Keeley of Norton Rose Fulbright US LLP at (214) 855-3906 with any questions you may have regarding this request. In addition, please notify Mr. Keeley by telephone when this request for acceleration
has been granted.

Respectfully,

THIRD COAST BANCSHARES, INC.

By:

/s/ R. John McWhorter

Name:

R. John McWhorter

Title:

Chief Financial Officer

cc:
 Michael G. Keeley, Esq., Norton Rose Fulbright US LLP

September 30, 2024
Bart O. Caraway
Chief Executive Officer
Third Coast Bancshares, Inc.
20202 Highway 59 North, Suite 190
Humble, TX 77338
Re:Third Coast Bancshares, Inc.
Registration Statement on Form S-3
Filed September 25, 2024
File No. 333-282328
Dear Bart O. Caraway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael G. Keeley

United States securities and exchange commission logo
June 2, 2022
Bart O. Caraway
Chairman, President, and Chief Executive Officer
Third Coast Bancshares, Inc.
2022 Highway 59 North, Suite 190
Humble, TX 77338
Re:Third Coast Bancshares, Inc.
Registration Statement on Form S-4
Filed May 26, 2022
File No. 333-265235
Dear Mr. Caraway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Blake Redwine

CORRESP
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CORRESP

 THIRD COAST BANCSHARES, INC.

20202 Highway 59 North, Suite 190

Humble, Texas 77338

 June 2,
2022

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Third Coast Bancshares, Inc.

Registration Statement on Form S-4

Filed May 26, 2022

 File No. 333-265235

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Third Coast Bancshares, Inc. hereby respectfully requests that
the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 12:00 p.m., Eastern Time, on June 6, 2022, or as soon thereafter as is practicable.

Please contact Blake Redwine of Norton Rose Fulbright US LLP at (214) 855-7425 with any questions
you may have regarding this request. In addition, please notify Mr. Redwine by telephone when this request for acceleration has been granted.

Respectfully,

THIRD COAST BANCSHARES, INC.

By:

 /s/ R. John McWhorter

Name:

R. John McWhorter

Title:

Chief Financial Officer

cc:
 Blake H. Redwine, Esq., Norton Rose Fulbright US LLP

CORRESP
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CORRESP

 THIRD COAST BANCSHARES, INC.

2020 Highway 59 North, Suite 190

Humble, TX 77338

 May 26,
2022

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Third Coast Bancshares, Inc.

 Registration Statement on Form S-4

Ladies and Gentlemen:

 In connection with the above referenced
Registration Statement (the “Registration Statement”) relating to the registration by Third Coast Bancshares, Inc. (the “Company”) under the Securities Act of 1933, as amended (the
“Securities Act”), of $82,250,000 aggregate principal amount of the Registrant’s 5.500% Fixed-to-Floating Rate Subordinated Notes due 2032
(the “Exchange Notes”) to be offered by the Registrant in exchange (the “Exchange Offer”) for a like principal amount of the Registrant’s issued and outstanding 5.500% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Outstanding Notes”), the Registrant hereby confirms and represents as follows:

1.
 The Company is registering the Exchange Offer in reliance on the position of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1988), Morgan
Stanley & Co., Inc., SEC No-Action Letter (June 5, 1991), and Shearman & Sterling, SEC No-Action
Letter (July 2, 1993) (together, the “No Action Letters”).

2.
 The Company has not entered into any arrangement or understanding with any person who will receive the Exchange
Notes in the Exchange Offer to distribute the Exchange Notes following the completion of the Exchange Offer. To the best of the Company’s knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in
its ordinary course of business and has no arrangement or understanding with any person to participate in the Exchange Offer with a view to distribute the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make
each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of the
Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and be identified as an underwriter in the prospectus.

3.
 The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange
Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act.

4.
 The Company will make each person participating in the Exchange Offer aware (through the prospectus or the
letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

5.
 The Company will include in the letter of transmittal to be executed or deemed to be executed by each person
participating in the Exchange Offer (i) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes and (ii) an acknowledgement for each person that is a broker-dealer exchanging Outstanding
Notes acquired for its own account as a result of market-making activities or other trading activities, that such broker-dealer will satisfy any prospectus delivery requirements in connection with any resale of such Exchange Notes, and a statement
to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If any additional supplemental information is required by the Staff, please contact Blake Redwine of Norton Rose Fulbright US LLP, our legal counsel, at (214)
855-7425.

Respectfully,

THIRD COAST BANCSHARES, INC.

By:

 /s/ R. John McWhorter

Name:

R. John McWhorter

Title:

Chief Financial Officer

cc:
 Blake Redwine, Esq., Norton Rose Fulbright US LLP

CORRESP
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CORRESP

 Third Coast Bancshares, Inc.

20202 Highway 59 North, Suite 190

Humble, Texas 77338

 Via EDGAR

November 4, 2021

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

Re:
 Third Coast Bancshares, Inc.

Registration Statement on Form S-1 (as amended)

File No. 333-260291

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Third Coast Bancshares, Inc., a Texas corporation (the “Company”), hereby respectfully requests, that the effective date of the above referenced Registration Statement on Form S-1 (File No. 333-260291) be accelerated by the U.S. Securities and Exchange Commission to 4:00 p.m., Eastern Time, on November 8, 2021, or as soon as
practicable thereafter. By separate letter, the underwriters of the sale of the securities being registered join in this request for acceleration.

 The
Company hereby authorizes Michael Keeley of Norton Rose Fulbright US LLP to orally modify or withdraw this request for acceleration. Please contact Mr. Keeley at (214) 855-3906 with any questions you may
have concerning this request, and please notify him when this request for acceleration has been granted.

 Respectfully,

 Third Coast Bancshares, Inc.

By:

 /s/ Bart O. Caraway

Name: Bart O. Caraway

Title: Chairman, President and Chief Executive Officer

cc:
 Michael G. Keeley, Norton Rose Fulbright US LLP

CORRESP
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CORRESP

 Via EDGAR

November 4, 2021

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

Re:
 Third Coast Bancshares, Inc.

 Registration Statement on Form S-1 (as amended)

 File No. 333-260291

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended (the “Act”), as underwriters of the proposed initial public offering of the common stock of Third Coast Bancshares, Inc., a Texas corporation (the “Company”), we hereby respectfully join the
Company’s request that the effective date of the above referenced Registration Statement on Form S-1 (File No. 333-260291) be accelerated by the Securities and
Exchange Commission to 4:00 p.m., Eastern Time, on November 8, 2021, or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Act, and
in connection with the foregoing, we wish to advise you that the underwriters have distributed approximately 715 copies of the preliminary prospectus dated November 1, 2021, through the date hereof, to prospective underwriters, institutional
investors, dealers, and others.

 The undersigned hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will
act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above issue.

Respectfully,

Stephens Inc.

Piper Sandler & Co.

Deutsche Bank Securities, Inc.

STEPHENS INC.

By:

 /s/ Scott Studwell

Scott Studwell

Managing Director

PIPER SANDLER & CO.

By:

 /s/ Jennifer Docherty

Jennifer Docherty

Managing Director

DEUTSCHE BANK SECURITIES, INC.

By:

 /s/ Bruce Harting

Bruce Harting

Managing Director

By:

 /s/ John Perry

John Perry

Director

United States securities and exchange commission logo
September 8, 2021
Bart Caraway
Chief Executive Officer
Third Coast Bancshares, Inc.
20202 Highway 59 North, Suite 190
Humble, TX 77338
Re:Third Coast Bancshares, Inc.
Draft Registration Statement Form S-1
Submitted August 12, 2021
CIK No. 0001781730
Dear Mr. Caraway:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Form S-1
Our first amended and restated bylaws include an exclusive forum provision, page 58
1.Please describe the risk that the choice of forum provision may increase the costs for
shareholders to bring a claim.
Deposits, page 85
2.Given the significance of large depositors (disclosed on page 29), please revise to address
the following either here or within MD&A:
•Provide a discussion of the types of entities from which these deposits are received as
well as the typical type of deposit;
•Indicate if such activities have been consistent over time and have helped to continue

 FirstName LastNameBart  Caraway
 Comapany NameThird Coast Bancshares, Inc.
 September 8, 2021 Page 2
 FirstName LastNameBart  Caraway
Third Coast Bancshares, Inc.
September 8, 2021
Page 2
to grow the deposit base; and
•Disclose the number of large depositors that individually represent 10% or more of
total deposits (if any).
Management's Discussion and Analysis of Financial Condition
Financial Condition
Loan Portfolio, page 100
3.Given the significance of the commercial real estate loans within in your portfolio, please
revise to provide an enhanced discussion and a break-down of the types of collateral as
well as the related loan-to-value ranges for these loans for the periods presented,
discussing any trends.
Board Committees, page 126
4.Please disclose here or in another appropriately captioned section the nature of the board’s
role in overseeing your cybersecurity risk management, the manner in which the board
administers this oversight function and any effect this has on the board’s leadership
structure.
Consolidated Balance Sheets, page F-3
5.Please revise to separately present the allowance for credit losses on the face of the
balance sheet either separately or parenthetically pursuant to Rule 9-03(7) of Regulation
S-X.
Notes to Consolidated Financial Statements
1. Nature of Operations and Summary of Significant Accounting Policies
Loans and Allowance for Loan Losses, page F-9
6.We note your policy for origination fees and costs, including you policy for PPP loans,
appears to not comply with ASC 310-20-35-2.  Please provide us with your assessment for
how you determined the impact of this policy is not material to your financial statements.
7.You disclose here that to date your troubled debt restructurings have been placed on non-
accrual.  However, on page 105 you have restructured loan—accruing for each year
presented in the table.  Please revise or advise.
8. Stock Options and Warrants, page F-34
8.Please provide the disclosure requirements of ASC 718-10-50-2f-2ii in regards to the
method(s) used to estimate the expected volatility.
General
9.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf

 FirstName LastNameBart  Caraway
 Comapany NameThird Coast Bancshares, Inc.
 September 8, 2021 Page 3
 FirstName LastName
Bart  Caraway
Third Coast Bancshares, Inc.
September 8, 2021
Page 3
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit such copies.
            You may contact Lory Empie at 202-551-3714 or Michael Henderson at 202-551-3364 if
you have questions regarding comments on the financial statements and related matters.  Please
contact John Stickel at 202-551-3324 or Justin Dobbie at 202-551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance