Ameris Bancorp S-3ASR, filed May 21, 2026

Ameris Bancorp (ABCB)

S-3ASR 2026-05-21

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Added on October 22, 2026

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	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
RISK FACTORS		5
AMERIS BANCORP		5
USE OF PROCEEDS		6
DESCRIPTION OF THE SECURITIES WE MAY OFFER		6
DESCRIPTION OF COMMON STOCK		7
DESCRIPTION OF PREFERRED STOCK		11
DESCRIPTION OF DEBT SECURITIES		14
DESCRIPTION OF WARRANTS		21
DESCRIPTION OF DEPOSITARY SHARES		22
DESCRIPTION OF UNITS		24
DESCRIPTION OF STOCK PURCHASE CONTRACTS		24
DESCRIPTION OF GLOBAL SECURITIES		25
PLAN OF DISTRIBUTION		26
SELLING SHAREHOLDERS		29
LEGAL MATTERS		29
EXPERTS		29

	SEC registration fee					(1)
	Legal fees and expenses					(2)
	Printing expenses					(2)
	Accounting fees and expenses					(2)
	Trustee and depositary fees and expenses					(2)
	Warrant agent fees and expenses					(2)
	Blue sky fees and expenses					(2)
	Rating agency fees					(2)
	Listing fees					(2)
	Miscellaneous					(2)
	Total					(2)

	Exhibit No.			Description
	1.1			Form of Underwriting Agreement for any offering of securities*
	3.1			Restated Articles of Incorporation of Ameris Bancorp, dated February 23, 2023 (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023)
	3.2			Bylaws of Ameris Bancorp, as amended and restated through February 23, 2023 (incorporated by reference to Exhibit 3.2 to Ameris Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 8, 2023)
	4.1			See Exhibits 3.1 through 3.2 for provisions of the Restated Articles of Incorporation of Ameris Bancorp, dated February 23, 2023, and Bylaws of Ameris Bancorp, as amended and restated through February 23, 2023, which define the rights of shareholders
	4.2			Subordinated Debt Indenture, dated as of March 13, 2017, by and between Ameris Bancorp and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K, filed with the SEC on March 13, 2017)
	4.3			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.9 to Ameris Bancorp’s Registration Statement on Form S-1 (File No. 333-166071), filed with the SEC on April 14, 2010)

	Exhibit No.			Description
	4.4			Form of Articles of Amendment Establishing a Series of Preferred Stock*
	4.5			Form of Specimen of Preferred Stock Certificate*
	4.6			Form of Senior Debt Indenture
	4.7			Form of Senior Debt Security*
	4.8			Form of Subordinated Debt Security*
	4.9			Form of Warrant Agreement*
	4.10			Form of Warrant Certificate*
	4.11			Form of Depositary Agreement*
	4.12			Form of Depositary Receipt*
	4.13			Form of Unit Agreement*
	4.14			Form of Unit Certificate*
	4.15			Form of Stock Purchase Contract Agreement*
	4.16			Form of Stock Purchase Contract Certificate*
	5.1			Opinion of Smith, Gambrell & Russell, LLP
	23.1			Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.1)
	23.2			Consent of KPMG LLP
	24.1			Powers of Attorney (included on signature page)
	25.1			Statement of Eligibility of Trustee on Form T-1 for the Senior Debt Indenture
	25.2			Statement of Eligibility of Trustee on Form T-1 for the Subordinated Debt Indenture
	107			Filing Fee Table

Signature	Title	Date
/s/ H. Palmer Proctor, Jr. H. Palmer Proctor, Jr.	Chief Executive Officer and Director (Principal Executive Officer)	May 21, 2026
/s/ Nicole S. Stokes Nicole S. Stokes	Corporate EVP and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 21, 2026
/s/ William I. Bowen, Jr. William I. Bowen, Jr.	Director	May 21, 2026
/s/ Rodney D. Bullard Rodney D. Bullard	Director	May 21, 2026
/s/ Wm. Millard Choate Wm. Millard Choate	Director	May 21, 2026
/s/ Leo J. Hill Leo J. Hill	Director	May 21, 2026

Trust Indenture Act Section		Indenture Section
Section 310	(a)(1)		7.10
	(a)(2)		7.10
	(a)(3)		N/A
	(a)(4)		N/A
	(a)(5)		7.10
	(b)		7.10
Section 311	(a)		7.11
	(b)		7.11
	(c)		N/A
Section 312	(a)		2.6
	(b)		10.3
	(c)		10.3
Section 313	(a)		7.6
	(b)(1)		7.6
	(b)(2)		7.6
	(c)(1)		7.6
	(d)		7.6
Section 314	(a)		4.2, 10.5
	(b)		N/A
	(c)(1)		10.4
	(c)(2)		10.4
	(c)(3)		N/A
	(d)		N/A
	(e)		10.5
	(f)		N/A
Section 315	(a)		7.1
	(b)		7.5
	(c)		7.1
	(d)		7.1
	(e)		6.14
Section 316	(a)		2.10
	(a)(1)(A)		6.12
	(a)(1)(B)		6.13
	(b)		6.8
Section 317	(a)(1)		6.3
	(a)(2)		6.4
	(b)		2.5
Section 318	(a)		10.1

		Page Number
ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.1	Definitions	1
Section 1.2	Other Definitions	4
Section 1.3	Incorporation by Reference of Trust Indenture Act	4
Section 1.4	Rules of Construction	5
ARTICLE II	THE SECURITIES	5
Section 2.1	Issuable in Series	5
Section 2.2	Establishment of Terms of Series of Securities	5
Section 2.3	Execution and Authentication	7
Section 2.4	Registrar and Paying Agent	8
Section 2.5	Paying Agent to Hold Money in Trust	8
Section 2.6	Securityholder Lists	9
Section 2.7	Transfer and Exchange	9
Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	9
Section 2.9	Outstanding Securities	10
Section 2.10	Treasury Securities	10
Section 2.11	Temporary Securities	10
Section 2.12	Cancellation	11
Section 2.13	Defaulted Interest	11
Section 2.14	Global Securities	11
Section 2.15	CUSIP Numbers	12
ARTICLE III	REDEMPTION	12
Section 3.1	Notice to Trustee	12
Section 3.2	Selection of Securities to be Redeemed	12
Section 3.3	Notice of Redemption	13
Section 3.4	Effect of Notice of Redemption	14
Section 3.5	Deposit of Redemption Price	14
Section 3.6	Securities Redeemed in Part	14
ARTICLE IV	COVENANTS	14
Section 4.1	Payment of Principal and Interest	14
Section 4.2	SEC Reports	14
Section 4.3	Compliance Certificate	14
Section 4.4	Stay, Extension and Usury Laws	15
Section 4.5	Corporate Existence	15
Section 4.6	Taxes	15
ARTICLE V	SUCCESSORS	15
Section 5.1	When Company May Merge, Etc.	15
Section 5.2	Successor Corporation Substituted	15
ARTICLE VI	DEFAULTS AND REMEDIES	16
Section 6.1	Events of Default	16
Section 6.2	Acceleration of Maturity; Rescission and Annulment	17
Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	17
Section 6.4	Trustee May File Proofs of Claim	18
Section 6.5	Trustee May Enforce Claims Without Possession of Securities	18
Section 6.6	Application of Money Collected	18
Section 6.7	Limitation on Suits	19
Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	19
Section 6.9	Restoration of Rights and Remedies	19
Section 6.10	Rights and Remedies Cumulative	20
Section 6.11	Delay or Omission Not Waiver	20

Section 6.12	Control by Holders	20
Section 6.13	Waiver of Past Defaults	20
Section 6.14	Undertaking For Costs	20
ARTICLE VII	TRUSTEE	21
Section 7.1	Duties of Trustee	21
Section 7.2	Rights of Trustee	22
Section 7.3	Individual Rights of Trustee	23
Section 7.4	Trustee’s Disclaimer	23
Section 7.5	Notice of Defaults	23
Section 7.6	Reports by Trustee to Holders	24
Section 7.7	Compensation and Indemnity	24
Section 7.8	Replacement of Trustee	25
Section 7.9	Successor Trustee by Merger, Etc.	25
Section 7.10	Eligibility; Disqualification	25
Section 7.11	Referential Collection of Claims Against Company	26
ARTICLE VIII	SATISFACTION AND DISCHARGE; DEFEASANCE	26
Section 8.1	Satisfaction and Discharge of Indenture	26
Section 8.2	Application of Trust Funds; Indemnification	26
Section 8.3	Legal Defeasance of Securities of Any Series	27
Section 8.4	Covenant Defeasance	28
Section 8.5	Repayment to Company	29
ARTICLE IX	AMENDMENTS AND WAIVERS	29
Section 9.1	Without Consent of Holders	29
Section 9.2	With Consent of Holders	31
Section 9.3	Limitations	31
Section 9.4	Compliance with Trust Indenture Act	31
Section 9.5	Revocation and Effect of Consents	31
Section 9.6	Notation on or Exchange of Securities	32
Section 9.7	Trustee Protected	32
ARTICLE X	MISCELLANEOUS	32
Section 10.1	Trust Indenture Act Controls	32
Section 10.2	Notices	32
Section 10.3	Communication by Holders with Other Holders	33
Section 10.4	Certificate and Opinion as to Conditions Precedent	33
Section 10.5	Statements Required in Certificate or Opinion	34
Section 10.6	Rules by Trustee and Agents	34
Section 10.7	Legal Holidays	34
Section 10.8	No Recourse Against Others	34
Section 10.9	Counterparts; Electronic Signatures	34
Section 10.10	Governing Laws	34
Section 10.11	No Adverse Interpretation of Other Agreements	35
Section 10.12	Successors	35
Section 10.13	Severability; Entire Agreement	35
Section 10.14	Table of Contents, Headings, Etc.	35
Section 10.15	Waiver of Trial by Jury	35
Section 10.16	Consent to Jurisdiction	35
Section 10.17	USA Patriot Act	35
ARTICLE XI	SINKING FUNDS	36
Section 11.1	Applicability of Article	36
Section 11.2	Satisfaction of Sinking Fund Payments with Securities	36
Section 11.3	Redemption of Securities for Sinking Fund	36

Term		Defined in Section
“Bankruptcy Law”		6.1
“Custodian”		6.1
“Event of Default”		6.1
“Legal Holiday”		10.7
“mandatory sinking fund payment”		11.1
“optional sinking fund payment”		11.1
“Paying Agent”		2.4
“Registrar”		2.4
“Service Agent”		2.4
“successor person		5.1

	AMERIS BANCORP

	By:
	Name:
	Title:

	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee

	By:
	Name:
	Title:

	Sincerely,

	/s/ Smith, Gambrell & Russell, LLP

	Smith, Gambrell & Russell, LLP

	WILMINGTON TRUST, NATIONAL ASSOCIATION

	By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Vice President

	WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated: May 21, 2026	By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Vice President

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:		639,459
Securities:		1,102
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		24,999
Premises and fixed asset		24,578
Other real estate owned:		0
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		0
Other assets:		69,365
Total Assets:		759,503

LIABILITIES		Thousands of Dollars
Deposits		4,991
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		81,411
Total Liabilities		86,402

EQUITY CAPITAL		Thousands of Dollars
Common Stock		1,000
Surplus		362,780
Retained Earnings		309,320
Accumulated other comprehensive income		1
Total Equity Capital		673,101

Total Liabilities and Equity Capital		759,503

	WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated: May 21, 2026	By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Vice President

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:		639,459
Securities:		1,102
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		24,999
Premises and fixed asset		24,578
Other real estate owned:		0
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		0
Other assets:		69,365
Total Assets:		759,503

LIABILITIES		Thousands of Dollars
Deposits		4,991
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		81,411
Total Liabilities		86,402

EQUITY CAPITAL		Thousands of Dollars
Common Stock		1,000
Surplus		362,780
Retained Earnings		309,320
Accumulated other comprehensive income		1
Total Equity Capital		673,101

Total Liabilities and Equity Capital		759,503