Business Context and Reporting Period
Company: Colony Bankcorp, Inc. (CBAN)
Filing Type: Form 8-K (Current Report)
Date of Report: June 24, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger) with First Reliance Bancshares, Inc. (FSRL).
Key Financial Metrics and Transaction Terms
This filing details a merger transaction rather than periodic financial performance. Key financial terms include:
- Merger Consideration: FSRL shareholders may elect to receive either $19.75 in cash or 0.94 shares of CBAN common stock per share of FSRL stock.
- Consideration Allocation: The transaction is structured to result in approximately 20% of FSRL stock being converted to cash and 80% to stock.
- Termination Fee: FSRL is obligated to pay a termination fee of $6,600,000 to CBAN under specific conditions, including FSRL accepting a superior proposal or failing to obtain shareholder approval followed by an acquisition within 12 months.
- Stock Price Protection: FSRL may terminate the agreement if CBAN's stock price averages below $16.86 over a 20-day period prior to closing and underperforms a specified index by more than 20%.
Note: The filing does not provide current revenue, profit, cash flow, or debt metrics for Colony Bankcorp, Inc. or First Reliance Bancshares, Inc.
Material Changes and Transaction Structure
The primary material change is the proposed acquisition of FSRL by Colony Bankcorp, Inc. Key structural details include:
- Merger Mechanics: FSRL will merge into Colony Bankcorp, Inc., and First Reliance Bank will merge into Colony Bank.
- Expected Closing: The transaction is expected to close during the fourth quarter of 2026, subject to customary conditions.
- Equity Impact: Existing Colony Bankcorp shares will remain outstanding. New shares will be issued to FSRL shareholders based on the 0.94 exchange ratio.
- Employee Equity: FSRL restricted stock units (RSUs) will generally vest and convert to cash or stock, with "Rollover RSUs" converting to CBAN RSUs. FSRL stock options will be cancelled for a cash payment equal to the intrinsic value (cash consideration minus exercise price).
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing: The merger is contingent upon shareholder approval from both companies, regulatory and governmental approvals, SEC declaration of effectiveness for the registration statement, tax opinions confirming reorganization status, and the absence of a material adverse effect.
Termination Rights: The agreement may be terminated by mutual agreement, denial of regulatory approvals, failure to obtain shareholder approval, material breach, or failure to close by March 24, 2027 (extendable to April 23, 2027 for regulatory delays).
Risks and Uncertainties: Management highlights risks including failure to realize cost savings or revenue synergies, integration disruptions, failure to obtain necessary approvals, dilution from new share issuance, and general market conditions. The filing includes standard forward-looking statement disclaimers regarding these uncertainties.
Investor Verification Checklist
- Verify the final shareholder approval vote results for both Colony Bankcorp and First Reliance Bancshares.
- Confirm the receipt of all required regulatory and governmental approvals.
- Review the upcoming Form S-4 registration statement and joint proxy statement/prospectus for detailed financial data and risk factors.
- Monitor CBAN's stock price relative to the $16.86 threshold and the specified financial institution index to assess the risk of FSRL exercising its termination right.
- Assess the impact of the 80% stock/20% cash consideration mix on the final dilution to existing CBAN shareholders.