UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2021, CBTX, Inc. (the “Company”) entered into the First Amendment to the Second Amended and Restated Loan Agreement with Frost Bank, as lender (the “Amended Agreement”). The Amended Agreement extends the term of the Company’s Second Amended and Restated Loan Agreement, dated as of December 13, 2019 (the “Agreement”), which was filed with the Securities and Exchange Commission on December 13, 2019, to December 13, 2027.
The Agreement provides for a $30 million revolving line of credit (the “Line of Credit”). Under the terms of the Amended Agreement, the Company can make draws on the Line of Credit for a period of 12 months beginning on December 31, 2021, after which the Company will not be permitted to make further draws and the outstanding balance will amortize over a period of 60 months. Interest accrues on outstanding borrowings at a rate equal to the maximum “Latest” U.S. prime rate of interest per annum and is payable quarterly in the first 12 months, and thereafter quarterly principal and interest payments are required over a term of 60 months. The entire outstanding balance and unpaid interest is payable in full on December 13, 2027.
The Company may prepay the principal amount of any loan under the Amended Agreement without premium or penalty. The obligations of the Company under the Amended Agreement are secured by a valid and perfected first priority lien on all of the issued and outstanding shares of capital stock of the Company’s subsidiary, CommunityBank of Texas, N.A. (the “Bank”).
The foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Exhibit |
10.1 | First Amendment to the Second Amended and Restates Loan Agreement dated December 16, 2021 |
10.2 | Revolving Promissory Note (Floating Rate) dated December 13, 2021 |
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements 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.
CBTX, Inc. | ||||
Date: December 19, 2021 | By: | /s/ Robert T. Pigott, Jr. | ||
Robert T. Pigott, Jr. | ||||
Senior Executive Vice President and Chief Financial Officer |
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into effective as of December 13, 2021, by and between CBTX, INC., a Texas corporation (“Borrower”), and FROST BANK, a Texas state bank (“Lender”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Loan Agreement (as defined below).
RECITALS:
WHEREAS, Lender previously made a line of credit available to Borrower in the original principal amount of up to $30,000,000.00 (the “Loan”), as evidenced by that certain Revolving Promissory Note dated December 13, 2019 (the “Original Note”), by Borrower and payable to the order of Lender, and secured by, among other things, that certain Second Amended and Restated Loan Agreement of even date with the Original Note (the “Loan Agreement”), by and between Borrower and Lender;
WHEREAS, Borrower now desires to modify, extend and renew the interest only period and final maturity of the Loan for an additional twelve (12) months, as evidenced by that certain Renewal Revolving Promissory Note dated of even date herewith (the “Renewal Note”), by Borrower and payable to the order of Lender; and
WHEREAS, Lender is willing to modify, extend and renew the terms of the Loan on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, subject to all terms, conditions and covenants hereinafter set forth and in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
ARTICLE I
Amendments to Loan Agreement
The Loan shall be structured as a revolving line of credit for a period of twelve (12) months, beginning on December 31, 2021; thereafter Borrower shall not be permitted to make further draws on the Loan and the outstanding balance shall amortize over a period of sixty (60) months.
First Amendment to Loan Agreement
ARTICLE II
Conditions of Effectiveness
ARTICLE III
Representations and Warranties
L & B 15909/0004/L2042745.DOCX/4
First Amendment to Loan Agreement
ARTICLE IV
Ratification of Obligations
ARTICLE V
Miscellaneous
L & B 15909/0004/L2042745.DOCX/4
First Amendment to Loan Agreement
[Signature page follows.]
L & B 15909/0004/L2042745.DOCX/4
First Amendment to Loan Agreement
IN WITNESS WHEREOF, this Amendment is executed effective as of the date first written above.
BORROWER:
CBTX, INC., a Texas corporation
By: /s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr., Chairman, President and Chief Executive Officer
LENDER:
FROST BANK, a Texas state bank
By: /s/ Travis Baughman
Name: Travis Baughman
Title: Senior Vice President
L & B 15909/0004/L2042745.DOCX/4
First Amendment to Loan Agreement
REVOLVING PROMISSORY NOTE
(Floating Rate)
For value received, CBTX, INC., a Texas corporation, as principal (“Borrower”), promises to pay to the order of FROST BANK, a Texas state bank (“Lender”), at P.O. Box 1600, San Antonio, Texas 78296, or at such other address as Lender shall from time to time specify in writing, the principal sum of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00), or so much that may be advanced from time to time pursuant to the terms hereof (the “Loan”), in legal and lawful money of the United States of America, with interest on the outstanding principal from the date advanced until paid at the rate set out below. Interest shall be computed on a per annum basis of a year of 360 days and for the actual number of days elapsed, unless such calculation would result in a rate greater than the highest rate permitted by applicable Law, in which case interest shall be computed on a per annum basis of a year of 365 days (or 366 days in a leap year). All capitalized terms not herein defined shall have the respective meanings ascribed to them in the Loan Agreement (as hereinafter defined).
2.Late Charge. If a payment is made more than ten (10) days after it is due, Borrower will be charged, in addition to interest, a delinquency charge of (i) five percent (5%) of the unpaid portion of the regularly scheduled payment; or (ii) $250.00, whichever is less. Additionally, upon maturity of the Loan, if the outstanding principal balance (plus all accrued but unpaid interest) is not paid within ten (10) days after the Maturity Date, Borrower will be charged a delinquency charge of (i) five percent (5%) of the sum of the outstanding principal balance (plus
all accrued but unpaid interest); or (ii) $250.00, whichever is less. Borrower agrees with Lender that the charges set forth herein are reasonable compensation to Lender for the handling of such late payments.
3.Interest Rate. Interest on the outstanding and unpaid principal balance of the Loan shall be computed at a per annum rate equal to the lesser of (i) a rate equal to the Prime Rate (initially as determined on the date hereof), with said rate to be adjusted daily to reflect any change in the Prime Rate and without notice to Borrower or any other person provided, however, in no event shall the resulting rate be less than 3.50%; or (ii) the highest rate permitted by applicable Law, but in no event shall interest contracted for, charged or received hereunder plus any other charges in connection herewith which constitute interest exceed the maximum interest permitted by applicable Law, said rate to be effective prior to maturity (however such maturity is brought about). The term “Prime Rate,” as used herein, shall mean the maximum “Latest” “U.S.” prime rate of interest per annum published from time to time in the Money Rates section of The Wall Street Journal (U.S. Edition) or in any successor publication to The Wall Street Journal. Borrower understands that the Prime Rate may not be the best, lowest, or most favored rate of Lender or The Wall Street Journal, and any representation or warranty in that regard is expressly disclaimed by Lender. Borrower acknowledges that (i) if more than one U.S. prime rate is published at any time by The Wall Street Journal, the highest of such prime rates shall constitute the Prime Rate hereunder; and (ii) if at any time The Wall Street Journal ceases to publish a U.S. prime rate, Lender shall have the right to select a substitute rate that Lender determines, in the exercise of its reasonable commercial discretion, to be comparable to such prime rate, and the substituted rate as so selected, upon the sending of written notice thereof to Borrower, shall constitute the Prime Rate hereunder.
4.Default Rate. For so long as any event of default exists under this Note or under any of the other Loan Documents (as defined herein), regardless of whether or not there has been an acceleration of the indebtedness evidenced by this Note, and at all times after the maturity of the indebtedness evidenced by this Note (whether by acceleration or otherwise), and in addition to all other rights and remedies of Lender hereunder, interest shall accrue at the rate stated above plus five percent (5%) per annum, but in no event in excess of the highest rate permitted by applicable Law, and such accrued interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender's actual damages resulting from any event of default, and such accrued interest is a reasonable estimate of those damages and does not constitute a penalty.
5.Revolving Line of Credit. Borrower may request advances and make payments hereunder from time to time up until December 13, 2022 (the “LOC Rest Date”), provided that it is understood and agreed that the aggregate principal amount outstanding at any time and from time to time shall not exceed $30,000,000.00. Until the LOC Rest Date, the unpaid principal balance of the Loan shall increase and decrease with each new advance or payment hereunder, as the case may be. This Note shall not be deemed terminated or canceled by reason of the fact that the entire principal balance hereof may from time to time be paid in full prior to the LOC Rest Date. Prior to the LOC Rest Date, Borrower may borrow, repay and re-borrow hereunder. All payments and prepayments of principal of or interest on this Note shall be made in immediately available funds at the address of Lender indicated above, or such other place as the holder of this Note shall designate in writing to Borrower. If any payment of principal of or interest on this Note
shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day, and any such extension of time shall be included in computing interest in connection with such payment. As used herein, “Business Day” means any weekday on which Lender is open for transaction of its general banking business. The books and records of Lender shall be prima facie evidence of all outstanding principal of and accrued and unpaid interest under this Note.
6.Prepayment. Borrower reserves the right to prepay, prior to maturity, all or any part of the principal of the Loan without penalty. Any prepayments shall be applied first to accrued interest and any other amounts owing hereunder or under the other Loan Documents, and then to reduction of principal. Borrower will provide written notice to the holder of this Note of any such prepayment of all or any part of the principal at the time thereof. All partial prepayments of principal shall be applied to the last installments payable in their inverse order of maturity.
7.Default. It is expressly provided that upon default in the punctual payment of any indebtedness evidenced by this Note or any part hereof, as the same shall become due and payable, or upon the occurrence of an event of default specified in any of the other Loan Documents, the holder of this Note may, at its option, without further notice or demand, (i) declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable; (ii) refuse to advance any additional amounts under this Note; (iii) foreclose all liens securing payment hereof; (iv) pursue any and all other rights, remedies and recourses available to the holder hereof, including, but not limited to, any such rights, remedies or recourses under the Loan Documents, at Law or in equity; or (v) pursue any combination of the foregoing. In the event default is made in the prompt payment of this Note when due or declared due, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through probate, bankruptcy or other judicial proceedings, then Borrower agrees and promises to pay all costs of collection, including reasonable attorneys’ fees.
8.Joint and Several Liability; Waiver. Each maker, signer, surety and endorser hereof, as well as all successors and legal representatives of said parties, shall be directly and primarily, jointly and severally, liable for the payment of all indebtedness hereunder. Lender may release or modify the obligations of any of the foregoing persons or entities, or guarantors hereof, in connection with this Note without affecting the obligations of the others. All such persons or entities expressly waive presentment and demand for payment, notice of default, notice of intent to accelerate maturity, notice of acceleration of maturity, protest, notice of protest, notice of dishonor, and all other notices and demands for which waiver is not prohibited by Law, and diligence in the collection hereof; and agree to all renewals, extensions, indulgences, partial payments, releases or exchanges of collateral, or taking of additional collateral, with or without notice, before or after maturity. No delay or omission of Lender in exercising any right hereunder shall be a waiver of such right or any other right under this Note.
9.No Usury Intended; Usury Savings Clause. In no event shall interest contracted for, charged or received hereunder, plus any other charges in connection herewith which constitute interest, exceed the maximum interest permitted by applicable Law. The amounts of such interest or other charges previously paid to the holder of this Note in excess of the amounts permitted by applicable Law shall be applied by the holder of this Note to reduce the principal of the indebtedness evidenced by this Note, or, at the option of the holder of this Note, be refunded. To
the extent permitted by applicable Law, determination of the legal maximum amount of interest shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from the Borrower hereof in connection with the Loan evidenced hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof.
10.Security. This Note replaces and supersedes any and all prior promissory notes from Borrower to Lender, including, without limitation, that certain Promissory Note dated December 13, 2019. This Note has been executed and delivered pursuant to that certain Second Amended and Restated Loan Agreement dated of even date herewith, by and between Borrower and Lender (as may be amended from time to time, the “Loan Agreement”), and is secured by, inter alia, that certain Pledge and Security Agreement dated December 13, 2018, by and between Borrower and Lender, covering certain collateral as more particularly described therein. This Note, the Loan Agreement and all other documents evidencing, securing, governing, guaranteeing and/or pertaining to this Note, including, but not limited to, those documents described above, are collectively referred to as the “Loan Documents.” The holder of this Note is entitled to the benefits and security provided in the Loan Documents.
11.Texas Finance Code. In no event shall Chapter 346 of the Texas Finance Code (which regulates certain revolving loan accounts and revolving tri-party accounts) apply to this Note. To the extent that Chapter 303 of the Texas Finance Code is applicable to this Note, the “weekly ceiling” specified in such article is the applicable ceiling; provided that, if any applicable Law permits greater interest, the Law permitting the greatest interest shall apply.
12.Governing Law, Venue. This Note is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the Laws of the United States may apply to the terms hereof, the substantive Laws of the State of Texas shall govern the validity, construction, enforcement and interpretation of this Note. In the event of a dispute involving this Note or any other instruments executed in connection herewith, the undersigned irrevocably agrees that venue for such dispute shall lie in any court of competent jurisdiction in Bexar County, Texas.
13.Captions. The captions in this Note are inserted for convenience only and are not to be used to limit the terms herein.
BORROWER:
CBTX, INC., a Texas corporation
By: /s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr., Chairman, President and Chief Executive Officer
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Document and Entity Information [Abstract]
Document Type
8-K
Document Period End Date
Dec. 16, 2021
Entity File Number
001-38280
Entity Registrant Name
CBTX, Inc.
Entity Incorporation, State or Country Code
TX
Entity Tax Identification Number
20-8339782
Entity Address, Address Line One
9 Greenway Plaza, Suite 110
Entity Address, City or Town
Houston
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
77046
City Area Code
713
Local Phone Number
210-7600
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common stock, par value $0.01 per share
Trading Symbol
CBTX
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Entity Ex Transition Period
true
Entity Central Index Key
0001473844
Amendment Flag
false
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