FIRST COMMUNITY CORP /SC/ 8-K

What Happened

• First Community Corporation announced it completed the previously disclosed merger with Signature Bank of Georgia effective at 11:59 p.m. ET on January 8, 2026, following filing and acceptance of articles of merger with South Carolina and Georgia authorities. At the Effective Time, Signature merged into First Community Bank, the surviving bank.

Key Details

• Merger consideration: each outstanding Signature common share (other than certain exclusions) converted into 0.6410 shares of First Community common stock; cash paid in lieu of any fractional shares. No fractional shares were issued; no Signature shareholders properly exercised dissenters’ rights.
• Signature stock options (vested or unvested) were cancelled and converted into cash payments based on the excess of the fair market value (per the Merger Consideration) over the option exercise price, with a nominal payment if the exercise price equaled or exceeded fair value.
• Board and leadership changes: First Community’s board increased from 12 to 14 directors and appointed Freddie Deutsch (Class II) and Jonathan Been (Class III) effective at the Merger’s closing; both serve until the 2026 annual meeting. Mr. Been was named to the Audit/Compliance, Loan, and Nominating & Governance Committees; Mr. Deutsch was not assigned to board committees.
• Employment/compensation: Mr. Deutsch entered a related-party employment agreement with First Community Bank (effective at the Merger) as Regional Market President & Director of Specialty Business Lending — three-year initial term, $270,350 annual base salary, eligible for cash and equity incentive plans, a $150,000 special retention bonus plus certain forfeited parachute payment make-whole amounts payable over three years, and specified severance/change-in-control benefits (Exhibit 10.1). A press release announcing the closing was filed as Exhibit 99.1 on Jan 9, 2026.

Why It Matters

• The deal issues First Community shares as merger consideration (0.6410 shares per Signature share), which affects the company’s outstanding share count and ownership mix. The cancellation and cash-out of Signature options converts potential equity obligations into cash obligations.
• Governance and management changes (two new directors and an executive hire with retention and severance arrangements) are material to oversight and integration of the acquired bank; the employment agreement is a related-party transaction disclosed under SEC rules.