COLONY BANKCORP INC 8-K

What Happened

• On June 24, 2026, Colony Bankcorp, Inc. (CBAN) and First Reliance Bancshares, Inc. (FSRL) signed a definitive merger agreement, unanimously approved by both companies’ boards. The deal will merge FSRL into CBAN and First Reliance Bank into Colony Bank, with closing expected in Q4 2026 subject to shareholder and regulatory approvals. CBAN’s outstanding shares will be unchanged by the transaction.

Key Details

• Consideration: For each outstanding FSRL share, holders may elect either $19.75 in cash or 0.94 shares of CBAN common stock; allocation procedures will target ~20% of FSRL stock to receive cash and ~80% to receive stock.
• Treatment of awards/options: FSRL restricted stock and most RSUs vest and convert into electionable cash or stock; designated “Rollover RSUs” will be converted into CBAN RSUs. FSRL stock options will be canceled and receive cash equal to max(0, ($19.75 – exercise price) × number of option shares), net of taxes.
• Closing conditions & timing: Closing requires FSRL and CBAN shareholder approvals, required regulatory and governmental approvals, SEC effectiveness of CBAN’s Form S-4, a tax opinion under Section 368(a), and other customary conditions; expected close in Q4 2026.
• Termination/fees: The agreement can be terminated under customary circumstances; FSRL would owe a $6,600,000 termination fee to CBAN in certain cases (e.g., accepting a superior proposal or specified breaches). The outside date is March 24, 2027 (extendable to April 23, 2027 if only regulatory approvals remain).

Why It Matters

• The merger expands CBAN’s footprint and combines the two banks’ operations; the mix of cash and stock consideration affects immediate cash needs and future dilution for CBAN shareholders. The transaction remains subject to multiple approvals and customary closing conditions, so timing and completion are not guaranteed. Investors should watch upcoming filings, the Form S-4/joint proxy (for shareholder votes), regulatory approvals, and any updates on expected cost savings, integration plans, and potential impacts on tangible book value and capital ratios.