Trustar Bankshares, Inc. Announces $28.1 Million Private Placement Financing to Support Continued Growth

MCLEAN, Va.--(BUSINESS WIRE)--Trustar Bankshares, Inc. (“Trustar”) ( OTCQX: TRSB), the bank holding company for Trustar Bank, today announced that it has entered into a securities purchase agreement for a $28.1 million private placement financing led by JCSD Mclean Investors, LLC (“JCSD”), and certain Trustar directors. The investment represents another important milestone in Trustar’s continued growth and will provide additional capital to support the Bank following the completion of its previously announced acquisition of certain branches and related assets of Forbright Bank.

Under the securities purchase agreement, Trustar will sell $28.1 million of shares of its common stock and, to the extent JCSD’s investment would exceed 9.9% voting ownership, shares of a newly created series of non-voting, convertible common-stock equivalent preferred stock. Trustar expects to issue 1,372,700 shares of its common stock and 877,300 shares of its Convertible, Non-Cumulative Perpetual Preferred Stock, Series A, in each case at a price of $12.50 per share.

In addition to customary closing conditions, the completion of the private placement is conditioned on, and expected to be completed concurrently with, Trustar Bank’s previously announced acquisition of certain branches and related assets of Forbright Bank. The completion of the branch acquisition is conditioned on receipt of required regulatory approvals and other customary closing conditions and is expected to close as early as the fourth quarter of 2026.

Trustar anticipates that the proceeds from the private placement will be used for general corporate purposes, including to support the capital of Trustar Bank following completion of the branch acquisition. Pursuant to the securities purchase agreement, Trustar has agreed to register the common stock owned by JCSD, including the common stock issuable upon conversion of the preferred stock, for resale within two years following the closing date of the investment.

Shaza Andersen, Chief Executive Officer of Trustar and Trustar Bank, stated, “This investment is an exciting milestone for Trustar and reflects the continued strength and momentum of our franchise. We are delighted by the confidence JCSD and our participating directors have shown in Trustar, our team, and our growth strategy. Together with our previously announced branch acquisition, this additional capital positions us well to continue expanding our franchise, serving our clients and communities, and building long-term value for our shareholders.”

Brean Capital, LLC delivered a fairness opinion to the board of directors of Trustar in connection with the sale of the shares. Troutman Pepper Locke LLP served as legal counsel to Trustar. The Gunster Law Firm served as legal counsel to JCSD.

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Trustar Bankshares, Inc. and Trustar Bank

Trustar Bankshares, Inc. is the bank holding company for Trustar Bank, a Virginia chartered bank headquartered in Great Falls, Virginia. Founded in 2019, Trustar Bank is a full-service commercial bank with full-service branches in Great Falls, Tysons Corner, and Reston, Virginia, and Bethesda, Maryland, and by appointment only branches in Arlington, Virginia and Washington, D.C. Additional information is available on the Company’s website at www.trustarbank.com.