CBAN 8-K
Colony Bankcorp Inc (CBAN)
8-K
2026-01-28
For: 2026-01-28
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(229 ) 426-6000
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
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 (§240.12b-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 2.02. Results of Operation and Financial Condition
On January 28, 2026 , Colony Bankcorp, Inc. issued a press release announcing its consolidated financial results for the fourth quarter and full year ended December 31, 2025, as well as the announcement of a regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2026, Colony Bank (“Bank”), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company” and, together with the Bank, the “Company”), entered into an employment agreement with Derek Shelnutt (“Employee”), to continue as the Chief Financial Officer of both the Holding Company and the Bank (the “Employment Agreement”). Below is a summary of the material terms of the Employment Agreement.
The Employment Agreement is effective as of January 24, 2026, at which time Mr. Shelnutt’s prior employment agreement dated January 24, 2024, will expire. The Employment Agreement has a two-year term and provides for an annual base salary of $300,000 per year. Mr. Shelnutt will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee. Mr. Shelnutt will also have an opportunity to participate in the Bank’s benefits plans available to other similarly-situated Company employees, subject to the terms and conditions of such plans, and he will be eligible for PTO and holidays consistent with the Bank’s policies.
Pursuant to the Employment Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and, within twelve months following such change in control, the Company terminates Mr. Shelnutt’s employment other than for “cause” or “disability” or Mr. Shelnutt resigns for “good reason” (as such terms are defined in the Employment Agreement), then the Bank will pay to Mr. Shelnutt an amount equal to one and one-half (1.5) times the sum of Mr. Shelnutt’s then-current base salary plus an amount equal to the annual bonus paid in the prior calendar year, payable in a single lump sum within 30 days following his termination, subject to Mr. Shelnutt’s compliance with certain restrictive covenants and execution and non-revocation of a general release of claims against the Company.
Pursuant to the Employment Agreement, if the Company terminates Mr. Shelnutt’s employment other than for “cause” or “disability” or Mr. Shelnutt resigns for “good reason” prior to a change in control or more than twelve (12) months following a change in control, then the Bank will pay to Mr. Shelnutt an amount equal to one times Mr. Shelnutt’s then-current base salary, payable in equal installments over twelve months in accordance with current payroll policies following his termination, subject to Mr. Shelnutt’s compliance with certain restrictive covenants and execution and non-revocation of a general release of claims against the Company.
The Employment Agreement contains certain non-competition and employee and customer non-solicitation covenants that apply during his employment with the Bank and for 12 months following his termination of employment.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
The Company is furnishing a copy of its most recent investor presentation, which it intends to use in connection with certain community group presentations. A copy of the presentation materials to be used by the Company is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The Company will also host an investor earnings call at 9:00 a.m. ET on Thursday, January 29, 2026.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLONY BANKCORP, INC. | ||||||||
Date: | By: | /s/ Derek Shelnutt | ||||||
| Derek Shelnutt | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 24th day of January, 2026 (the “Effective Date”), is by and between Colony Bank (“Employer”), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company”) and Derek Shelnutt (“Employee”), a resident of the State of Georgia (collectively, the “Parties”).
WHEREAS, Employee is currently engaged as the Chief Financial Officer of both the Holding Company and Employer;
WHEREAS, the Holding Company, Employer and Employee desire to enter an employment agreement to memorialize the terms of Employee’s current employment; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Employer and Employee hereby agree as follows:
1. | Employment; Termination of Employment Agreement. | |||||||
(a) Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, Employer hereby agrees to employ Employee and Employee hereby agrees to be employed with Employer as of the Effective Date.
(b) Term of Agreement. The term of this Agreement and Employee’s employment with Employer hereunder shall begin on the Effective Date and shall end on the second (2nd) anniversary of the Effective Date (the “Term”), unless terminated earlier in accordance with Section 4 below. Continued employment following the end of this Agreement shall be on an “at will” basis, unless such term of employment is extended by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be subject to the terms and conditions contained in the subsequent written agreement.
2. | Position; Extent of Service; Office Location. | |||||||
(a) Position. During the Term, Employee shall serve as Chief Financial Officer of Employer and the Holding Company, and in such other position or positions with Employer and/or the Holding Company as may be reasonably delegated by the Chief Executive Officer of Employer.
(b) Extent of Service. During the Term, Employee shall (i) use Employee’s reasonable best efforts, judgment, skill and energy to perform the services required of Employee’s under this Agreement in a manner consonant with the duties of Employee’s position; (ii) devote substantially all of Employee’s business effort, time, energy, and skill (reasonable vacations and reasonable absences due to illness excepted) to fulfill Employee’s employment duties; (iii) faithfully, loyally and diligently perform such duties, subject to the control and supervision of the Chief Executive Officer of Employer; and (iv) diligently follow and implement all lawful management policies and decisions of the Chief Executive Officer of Employer that are communicated to Employee.
Exhibit 10.1
(c) Office Location. Employee shall maintain an office at the Employer’s office in Lagrange, Georgia, or at one of the Employer’s other offices or Remote as determined by mutual agreement between Employee and the Chief Executive Officer of Employer. In addition, Employee from time-to time may be required to travel to other geographic locations in connection with the performance of Employee’s duties.
3. | Compensation and Benefits. | |||||||
(a) Base Salary. During the Term, Employer shall pay to Employee base salary at the rate of Three Hundred Thousand Dollars and Zero Cents ($300,000) per year (“Base Salary”), subject to applicable withholdings required by law or authorized by Employee. Employee’s Base Salary will be paid in accordance with Employer’s ordinary payroll policies and practices then in effect. Employee’s Base Salary is subject to review annually by the Chief Executive Officer of Employer and the Compensation Committee of the Board of Directors of Employer (the “Bank Board”) and the Board of Directors of the Holding Company (the “Holding Company Board”) in connection with the annual performance review process.
(b) Bonus Plans. During the Term, Employee shall have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee of the Bank Board (the “Annual Bonus”) and the Compensation Committee of the Holding Company Board, pursuant to the terms and conditions of Employer’s standard cash incentive plan for peer executives. If Employee is terminated by Employer without Cause or resigns for Good Reason, the Employee will be considered to have earned the Annual Bonus if he is employed through the end of the year to which the Annual Bonus refers. Employer shall pay the Employee the Annual Bonus, if any, no later than March 15 of the following year in which it is earned.
(c) Benefit Plans. During the Term, Employee shall be eligible to participate in each employee benefit plan sponsored or maintained by Employer, including, without limitation, each medical, dental, group life, accident or disability insurance, and retirement contribution matching, in each case, whether now existing or established hereafter, to the extent that Employee is eligible to participate in any such plan under the generally applicable provisions thereof. Nothing in this Agreement shall require Employer to create or maintain any employee benefit plans, nor shall anything in this Agreement prohibit Employer from changing or discontinuing any existing employee benefit plans.
(d) PTO and Holidays. During the Term, Employee shall be entitled to up to twenty-seven (27) days of paid-time off (PTO), plus holidays offered consistent with Employer policy. Unused PTO shall be treated in accordance with Employer policy.
(e) Reimbursement of Expenses. During the Term, Employer shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee on behalf of Employer in the ordinary course of business, in accordance with Employer’s then current reimbursement procedures.
(f) Terms Regarding Reimbursement of Expenses. If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or
Exhibit 10.1
reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to reimbursement of expenses shall be subject to liquidation or exchange for another benefit.
4. Termination of Employment. This Agreement and Employee’s employment with Employer may be terminated as follows:
(a) Death. Employee’s employment and this Agreement shall terminate immediately upon the death of Employee.
(b) Disability. If Employee is incapacitated by accident, sickness or otherwise so as to render Employee’s mentally or physically incapable of performing fully the services required of Employee’s under this Agreement (referred to herein as a “Disability”) for a period of ninety (90) consecutive days or for an aggregate of one hundred twenty (120) business days during any twelve (12) month period, Employer may terminate Employee’s employment and this Agreement effective immediately after the expiration of either of such periods, upon giving Employee written notice of such termination. Notwithstanding the foregoing provision, if it is determined by Employer that Employee has a “disability” as defined under the Americans with Disabilities Act, Employee’s employment shall not be terminated on the basis of such disability unless it is first determined by Employer after consultation with Employee that there is no reasonable accommodation which would permit Employee to perform the essential functions of Employee’s position without imposing an undue hardship on Employer.
(c) By Employer. Employer may terminate Employee’s employment and this Agreement with or without Cause immediately on written notice to Employee. For purposes of this Agreement, “Cause” shall mean a good faith determination by Employer that any of the following has occurred: (i) any intentional misconduct by Employee in connection with Employer’s business or relating to Employee’s duties, or any willful violation of any laws, rules or regulations applicable to banks or the banking industry generally (including but not limited to the regulations of the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”), the State of Georgia Department of Banking and Finance, or any other applicable regulatory authority); (ii) Employee’s material failure to comply with Employer’s policies or guidelines of employment or corporate governance policies or guidelines, including, without limitation, any business code of ethics adopted by Employer; (iii) any act of fraud, misappropriation or embezzlement by Employee, whether or not such act was committed in connection with the business of Employer; (iv) a breach or threatened breach of this Agreement, including, without limitation, a breach of any of the obligations set forth in Section 6 hereof, that, if such breach is capable of being cured, is not cured by Employee within ten (10) days of written notice by Employer of the breach; or (v) the conviction by Employee of, or Employee’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of Employer.
(d) By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a
Exhibit 10.1
written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) a material diminution in Employee’s Base Salary (other than an across-the-board reduction in base salary that affects all peer executives); (ii) a material diminution in Employee’s authority, duties, or responsibilities; or (iii) the relocation of Employee’s principal office to a location that is more than thirty-five (35) miles from Employer’s principal offices in Fitzgerald, Georgia or Employee’s principal office if other than Fitzgerald, Georgia; provided, however, that Good Reason shall not include any relocation of Employee’s principal office which is proposed or initiated by Employee.
(e) By Written Agreement. The Parties may agree in writing to terminate Employee’s employment with Employer and this Agreement on the terms set forth in such writing.
5. | Obligations Upon Termination. | |||||||
(a) Termination for Any Reason. If this Agreement and Employee’s employment with Employer are terminated for any reason, Employer shall be obligated to pay to Employee (or, in the case of a termination under Section 4(a), Employee’s estate) only: (i) any Base Salary already earned but unpaid (which shall be paid in a lump sum in cash within thirty (30) days after Employee’s date of termination); and (ii) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of Employer (collectively, the “Accrued Obligations”).
(b) Termination by Employer Without Cause; Resignation by Employee for Good Reason. During the Term, if Employer terminates Employee’s employment and this Agreement other than for Cause or Disability or Employee terminates Employee’s employment and this Agreement for Good Reason (each, a “Qualifying Termination”), then, in addition to the Accrued Obligations, Employer shall pay to Employee:
(i) if the Qualifying Termination occurs prior to a Change in Control (as defined in this Section 5) or more than twelve (12) months following a Change in Control, an
Exhibit 10.1
amount equal to one (1) times Employee’s then-current Base Salary, subject to applicable withholding and payable in approximately equal installments for a period of twelve (12) months (the “Non-CIC Severance Period”) in accordance with Employer’s ordinary payroll policies and practices then in effect, with such payments commencing with Employer’s first regular payroll that occurs after the sixtieth (60th) day following the date of termination and continuing for the Non-CIC Severance Period; provided that the first such payment shall consist of all amounts payable to Employee pursuant to this Section 5(b)(i) between the date of termination and the first payroll date to occur after the sixtieth (60th) day following the date of termination; or
(ii) if the Qualifying Termination occurs within twelve (12) months following a Change in Control, an amount equal to one and one-half (1.5) times the sum of (x) Employee’s then-current Base Salary plus (y) an amount equal to the annual bonus paid by Employer to Employee with respect to the calendar year immediately preceding the effective date of the Qualifying Termination, subject to applicable withholdings and payable in a single lump sum within thirty (30) days following the Qualifying Termination date (the amounts described in (i) and (ii) herein referred to herein collectively as the “Severance”).
The Severance shall be subject to Employee’s continued compliance in all material respects with Section 6 hereof and the execution, delivery, and non-revocation of a separation agreement and general release (other than of Employer’s obligations under this Agreement), in form reasonably acceptable to Employer (the “Release”).
(c) Termination Other than by Reason of a Qualifying Termination. If this Agreement and Employee’s employment terminates other than by reason of a Qualifying Termination, Employer shall be obligated to pay to Employee only the Accrued Obligations and shall have no further obligations to Employee.
(d) Termination upon Expiration of the Term. If this Agreement and Employee’s employment with Employer terminate as a result of the expiration of the Term, Employer shall be obligated to pay to Employee only the Accrued Obligations and shall have no further obligations to Employee.
(e) Survival of Restrictions on Conduct of Employee. The provisions of Section 6 of this Agreement, as well as any other terms of this Agreement necessary for the interpretation of Section 6, shall survive termination of the Agreement pursuant to the time periods specified therein.
(f) Definition of Change in Control. For purposes of this Agreement, a “Change in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a public offering of any class or series of the Holding Company’s equity securities pursuant to a registration statement filed by the Holding Company under the Securities Act of 1933:
(i) during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Holding Company Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors
Exhibit 10.1
then on the Holding Company Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Holding Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Holding Company Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or
(ii) any person becomes a Beneficial Owner (as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934), directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the Holding Company (“Holding Company Common Stock”) or (B) securities of the Holding Company representing 50% or more of the combined voting power of the Holding Company’s then outstanding securities eligible to vote for the election of directors (the “Holding Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Holding Company Common Stock or Holding Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Holding Company, (x) an acquisition by the Holding Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Holding Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or
(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Holding Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Holding Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Holding Company Common Stock and outstanding Holding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Holding Company or all or substantially all of the Holding Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Holding Company Common Stock and the outstanding Holding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Holding Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”).
Exhibit 10.1
6. | Restrictions on Conduct of Employee. | |||||||
(a) Acknowledgments.
(i) Condition of Employment and Other Consideration. Employee acknowledges and agrees that Employee has received good and valuable consideration for entering into this Agreement, including, without limitation, access to and use of Employer’s Confidential Information and access to Employer’s customer and employee relationships and goodwill, and further acknowledges that Employer would not employ or continue to employ Employee in the absence of Employee’s execution of and compliance with this Agreement.
(ii) Access to Confidential Information, Relationships, and Goodwill. Employee acknowledges and agrees that Employee is being provided and entrusted with Confidential Information, including highly confidential business information that is subject to extensive measures to maintain its secrecy within Employer, is not known in the trade or disclosed to the public, and would materially harm Employer’s legitimate business interests if it was disclosed or used in violation of this Agreement. Employee also acknowledges and agrees that Employee is being provided and entrusted with access to Employer’s customer and employee relationships and goodwill. Employee further acknowledges and agrees that Employer would not provide access to the Confidential Information, customer and employee relationships, and goodwill in the absence of Employee’s execution of and compliance with this Agreement. Employee further acknowledges and agrees that Employer’s Confidential Information, customer and employee relationships, and goodwill are valuable assets of Employer and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.
(iii) Potential Unfair Competition. Employee acknowledges and agrees that as a result of Employee’s employment with Employer, Employee’s knowledge of and access to Confidential Information, and Employee’s relationships with Employer’s customers and employees, Employee would have an unfair competitive advantage if Employee were to engage in activities in violation of this Agreement.
(iv) No Undue Hardship. Employee acknowledges and agrees that, in the event that Employee’s employment with Employer terminates, Employee possesses marketable skills and abilities that will enable Employee to find suitable employment without violating the covenants set forth in this Agreement.
(v) Voluntary Execution. Employee acknowledges and affirms that Employee is executing this Agreement voluntarily, that Employee has read this Agreement carefully and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Employee has not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.
(b) Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:
Exhibit 10.1
(i) “Competitive Services” means the community banking or commercial banking business, including, without limitation, originating, underwriting, closing and selling loans, receiving deposits and otherwise engaging in the business of banking, as well as the business of providing any other activities, products, or services of the type conducted, authorized, offered, or provided by Employer as of Employee’s Termination Date, or during the two (2) years immediately prior to Employee’s Termination Date.
(ii) “Confidential Information” means any and all data and information relating to Employer, or their respective activities, business, customers, or clients that (i) is disclosed to Employee or of which Employee becomes aware as a consequence of Employee’s employment with Employer; (ii) has value to Employer; and (iii) is not generally known outside of Employer. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning Employer: trade secrets (as defined by O.C.G.A. § 10-1-761); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer or customer lists; customer or customer files, data and financial information; details of customer or customer contracts; current and anticipated customer or customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of Employer, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of Employer. In addition to data and information relating to Employer, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to Employer by such third party, and that Employer has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Employer.
(iii) “Intellectual Property Rights” means all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, pending, now existing or hereafter filed, issued, or acquired, including all (A) patent rights; (B) rights associated with works of authorship including copyrights and mask work rights; (C) rights relating to the protection of trade secrets and confidential information; (D) trademarks, service marks, trade dress, and trade names; and (E) any right analogous to those set forth herein and any other proprietary rights relating to intangible property.
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(iv) “Invention” means any discovery, process, formula, method, compound, composition of matter, technique, development, improvement, design, schematic, device, concept, system, technical information, or know-how, whether patentable or not, and any and all patent rights therein, whether now or hereafter perfected and reduced to practice.
Exhibit 10.1
(v) “Material Contact” means contact between Employee and a customer or potential customer of Employer (i) with whom or which Employee has or had dealings on behalf of Employer; (ii) whose dealings with Employer are or were coordinated or supervised by Employee; (iii) about whom Employee obtains Confidential Information in the ordinary course of business as a result of Employee’s employment with Employer; or (iv) who receives products or services of Employer, the sale or provision of which results or resulted in compensation, commissions, or earnings for Employee within the two (2) years preceding the conduct in question (if the conduct occurs while Employee is still employed by Employer) or the Termination Date (if the conduct occurs after Employee’s Termination), as applicable.
(vi) “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.
(vii) “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.
(viii) “Protected Customer” means any Person to whom Employer has sold its products or services or actively solicited to sell its products or services, and with whom Employee has had Material Contact on behalf of Employer during the last two years of Employee’s employment with Employer.
(ix) “Protected Work” means any and all ideas, Inventions, Works, hardware systems, logos, trade dress, trademarks, service marks, brand names, and trade names (i) conceived, developed or produced by Employee, in whole or in part, alone or by others working with Employee or under Employee’s direction, during the period of Employee’s employment which relates to Employer’s business, (ii) conceived, produced or used or intended for use by or on behalf of Employer or its customers or (iii) conceived, developed or produced by Employee after Employee leaves the employ of Employer that relates to or is based on Confidential Information to which Employee had access by virtue of Employee’s employment with Employer.
(x) “Protective Covenants” means the protective covenants contained in Section 6 of this Agreement.
(xi) “Restricted Period” means any time during Employee’s employment with Employer (including both during the Term and, if applicable, after the Term), plus twelve (12) months following Employee’s Termination Date.
(xii) “Restricted Territory” means anywhere within a fifty (50) mile radius of each of the following: (i) the headquarters of the Holding Company; (ii) the main office of Employer as reported to Employer’s primary regulatory agency; and (iii) the office location or locations of Employer to which Employee was principally assigned during the one (1) year preceding the conduct in question (if the conduct occurs while Employee is still employed by Employer) or the Termination Date (if the conduct occurs after Employee’s Termination), as applicable.
Exhibit 10.1
(xiii) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Holding Company.
(xiv) “Termination” means the termination of Employee’s employment with Employer, for any reason, whether with or without cause, upon the initiative of either party, whether during the Term, at the conclusion of the Term, or after the expiration of the Term.
(xv) “Termination Date” means the date of Employee’s Termination.
(xvi) “Works” means any works of authorship, compilations, documents, data, notes, designs, photographs, artwork, drawings, visual or aural works, data bases, computer programs, software (source code and object code), systems, programs, software integration techniques, schematics, flow charts, studies, research, findings, manuals, pamphlets, instructional and training materials and other materials, including, without limitation, any modifications or improvements thereto or derivatives therefrom, and whether or not subject to copyright or trade secret protection.
(c) Restriction on Disclosure and Use of Confidential Information. Employee agrees that Employee shall not, directly or indirectly, use any Confidential Information on Employee’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Employee further agrees that Employee shall fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Employee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Employee; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Employee shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Employee has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(d) Non-Competition. Employee agrees that, during the Restricted Period, Employee will not, without prior written consent of Employer, directly or indirectly (i) carry on or engage in Competitive Services within the Restricted Territory on Employee’s own or on behalf of any Person or any Principal or Representative of any Person; or (ii) own, manage,
Exhibit 10.1
operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise whre such business is engaged in the provision of Competitive Services within the Restricted Territory. Anything herein to the contrary notwithstanding, if Employee continues employment with Employer following the expiration of the Term and the Employer elects to not renew and end this Agreement, then Employee shall no longer have any obligations under this Section 6(d) following the expiration of the Term, but all of the Employee’s other obligations under the Protective covenants shall remain in full force and effect following the expiration of the Term in accordance with their terms.
(e) Non-Solicitation of Protected Customers. Employee agrees that, during the Restricted Period, Employee shall not, without the prior written consent of Employer, directly or indirectly, on Employee’s own behalf or as a Principal or Representative of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services. Actions prohibited include, but are not limited to, using social media platforms (including without limitation LinkedIn and Facebook) to make posts directed in whole or in part at Protected Customers, or to send unsolicited communications to Protected Customers regarding Competitive Services.
(f) Non-Recruitment of Employees and Independent Contractors. Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or as a Principal or Representative of any Person, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of Employer to terminate Employee’s/Employee’s employment or other relationship with Employer or to enter into employment or any other kind of business relationship with Employee or any other Person.
(g) Proprietary Rights.
(i) Ownership of Protected Works. Employee acknowledges and agrees that any and all Confidential Information and Protected Works, and all Intellectual Property Rights therein, are the sole and exclusive property of Employer, and that no compensation in addition to Employee’s base salary is due to Employee for development, assignment or transfer of Protected Works. Employee acknowledges and agrees that all Works related to or useful in the business of Employer, whether created within or without Employer’s facilities and before, during or after normal business hours, are specifically intended to be “works made for hire” by Employee created within the scope of employment with Employer, and Protected Works. Employee hereby waives any and all moral rights Employee may have to the Works in the United States and all other countries, including, without limitation, any rights Employee may have under 17 U.S.C. § 106A.
(ii) Disclosure of Protected Works. Employee will promptly and fully disclose in writing to Employer the existence of any Protected Works and maintain adequate written records of all Protected Works, which records remains the exclusive property of Employer.
(iii) Assignment of Protected Works. Employee hereby assigns and transfers, and agrees to assign and transfer, all of Employee’s rights, title and interest, as and
Exhibit 10.1
when those rights arise, in any and all Protected Works, including all Intellectual Property Rights therein, to Employer. If and to the extent it is impossible as a matter of law to assign rights, including, without limitation, Intellectual Property Rights in any portion of the Protected Works to Employer, Employee hereby grants to Employer an exclusive, irrevocable, perpetual, transferable, fully paid-up, royalty-free, worldwide and unlimited right and license (with right to sublicense) to make (including the right to practice methods, processes and procedures), have made, sell, import, export, distribute, use and exploit in any possible ways (including, but not limited to, modify, copy, amend, translate, display, further develop, prepare derivative works of, distribute and sublicense) all Intellectual Property Rights pertaining to the Protected Works, and any portion of it. Employee shall not be entitled to use Protected Works for Employee’s own benefit or the benefit of anyone, except Employer, without written permission from Employer and then only subject to the terms of such permission. Employee agrees that Employee will not oppose or object in any way to applications for registration of Protected Works by Employer or others designated by Employer. Employee agrees to exercise reasonable care to avoid making Protected Works available to any third party and shall be liable to Employer for all damages and expenses, including reasonable attorneys’ fees, if Protected Works are made available to third parties by Employee’s, without the express written consent of Employer.
Anything herein to the contrary notwithstanding, Employee will not be obligated to assign to Employer any Invention or Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Employee’s own time, unless (i) the Invention or Work relates (A) directly to the business of Employer, or (B) to Employer’s actual or demonstrably anticipated research or development; or (ii) the Invention or Work results from any work performed by Employee for Employer. Employee likewise will not be obligated to assign to Employer any Invention or Work that is conceived by Employee after Employee leaves the employ of Employer, except that Employee is so obligated if the same relates to or is based on Confidential Information to which Employee had access by virtue of Employee’s employment with Employer. Similarly, Employee will not be obligated to assign any Invention or Work to Employer that was conceived and reduced to practice prior to Employee’s employment, regardless of whether such Invention or Work relates to or would be useful in the business of Employer.
(iv) Reasonable Assistance. Employee will, during and after Employee’s employment, communicate to Employer any facts known to Employee’s regarding the Protected Works and, at Employer’s request, testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute and deliver all transfers, assignments, instruments and papers (including, without limitation, applications for registration, divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications) and take such further action as may be considered necessary by Employer to carry into full force and effect the assignment, transfer, and conveyance made or to be made of title to the Protected Works and all Intellectual Property Rights therein clearly and exclusively to Employer and to enforce and defend Employer’s rights therein.
(v) Prior Works and Inventions; No Other Duties. Employee acknowledges and affirms that either (A) there are no Works or Inventions conceived, developed or produced by Employee, whether or not perfected and reduced to practice, prior to Employee’s employment Employer, or (B) Employee has, on or before signing this Agreement, disclosed all such prior Works and Inventions to Employer in writing and provided to Employer a detailed
Exhibit 10.1
written description thereof. Employee acknowledges and agrees that there is no other contract or duty on Employee’s part now in existence to assign Protected Works to anyone other than Employer.
(vi) Power of Attorney. Employee hereby grants to the Company a perpetual and irrevocable power of attorney to execute all documents on behalf of Employee reasonably necessary to consummate more effectively the transactions contemplated by Section 6(g) of this Agreement, if and only if Employee fails to reasonably cooperate with the Company as provided in Section 6(g)(iv) above or is otherwise unavailable to execute such documents. Employee further authorizes the Company to file, prosecute and maintain applications in the United States and in foreign countries, in connection with the Protected Works and Intellectual Property Rights therein, in the Company’s own name and to secure in its own name, the intellectual property registrations issued on or in connection with any of the foregoing, and the applicable governmental authority is hereby authorized and requested to issue all registrations on said intellectual property or resulting therefrom to the Company as assignee of the entire right, title, and interest therein.
(h) Return of Materials. Employee agrees that Employee will not retain or destroy (except as set forth below), and will immediately return to Employer on or prior to the Termination Date, or at any other time Employer requests such return, any and all property of Employer that is in Employee’s possession or subject to Employee’s control, including, but not limited to, customer or customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to Employer and its business (regardless of form, but specifically including all electronic files and data of Employer), together with all Protected Works and Confidential Information belonging to Employer or that Employee received from or through Employee’s employment with Employer. Employee will not make, distribute, or retain copies of any such information or property. To the extent that Employee has electronic files or information in Employee’s possession or control that belong to Employer, contain Confidential Information, or constitute Protected Works (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the Termination Date, or at any other time Employer requests, Employee shall (i) provide Employer with an electronic copy of all of such files or information (in an electronic format that readily accessible by Employer); (ii) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Employer-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (iii) if requested by Employer, provide a written certification to Employer that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted.
(i) | Enforcement of Protective Covenants. | |||||||
(i) Rights and Remedies Upon Breach. The Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Employee breaches, or threatens to breach, any of the Protective
Exhibit 10.1
Covenants, Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Employee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to Employer and that money damages would not provide an adequate remedy to Employer. Employee understands and agrees that if Employee violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Employer at law or in equity Employer’s ability to enforce its rights under the Protective Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction.
(ii) Severability and Modification of Covenants. Employee acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects. The Parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Protective Covenant. If any of the provisions of the Protective Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of Employer’s legitimate business interests and may be enforced by Employer to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.
7. Existing Covenants. Employee represents and warrants that Employee’s employment with Employer does not and will not breach any agreement that Employee has with any former employer to keep in confidence proprietary or confidential information or not to compete with any such former employer. Employee will not disclose to Employer or use on its behalf any proprietary or confidential information of any other party required to be kept confidential by Employee.
8. Disclosure of Agreement. Employee acknowledges and agrees that, during the Restricted Period, Employee will disclose the existence and terms of this Agreement to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Employee further agrees that Employer shall have the right to make any such prospective employer, business partner, investor or lender of Employee aware of the existence and terms of this Agreement.
Exhibit 10.1
9. Miscellaneous.
(a) Applicable Law; Forum Selection; Consent to Jurisdiction. The Parties agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia without giving effect to its conflicts of law principles. The Parties that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state or federal courts of the State of Georgia. With respect to any such court action, Employee hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to venue; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or venue. The Parties hereto further agree that the state and federal courts of the State of Georgia are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.
(b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(c) Waiver. Failure of either Party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the Party making the waiver.
(d) Entire Agreement; Amendment. This Agreement contains the entire agreement between Employer and Employee with respect to the subject matter hereof and, from and after the date hereof, this Agreement shall supersede any other agreement, written or oral, between the parties relating to the subject matter of this Agreement, including, without limitation, the Prior Agreement. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(e) Assignment. This Agreement can be assigned by Employer and shall be binding and inure to the benefit of Employer, its successors and assigns. No right, obligation or duty of this Agreement may be assigned by Employee without the prior written consent of Employer.
(f) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):
If to Employer: Chief Executive Officer
115 S. Grant Street
Fitzgerald, GA 31750
Exhibit 10.1
If to Employee: Derek Shelnutt
Current address on file with Employer
(g) Construction. The Parties understand and agree that because they both have been given the opportunity to have counsel review and revise this Agreement, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Agreement shall be construed as a whole, and according to its fair meaning, and not strictly for or against either of the parties.
(h) Counterparts. This Agreement may be executed in two or more counterparts, and it shall not be necessary that the signatures of the Parties hereto be contained on any one counterpart hereof. Each counterpart shall be deemed an original but all counterparts together shall constitute one and the same instrument. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or other electronic transmission of any signature shall be deemed an original and shall bind such Party.
(i) Third Party Beneficiaries. The parties acknowledge and agree that any direct and indirect parent companies or subsidiaries of Employer are intended to be beneficiaries of this Agreement and shall have every right to enforce the terms and provisions of this Agreement in accordance with the provisions of this Agreement.
(j) Acknowledgements. Employee acknowledges and agrees that Employee has read and reviewed this Agreement in its entirety, and that Employee has been given the opportunity to ask Employer questions about this Agreement. Employee further acknowledges and agrees that Employee has been given an opportunity to consult with an attorney of Employee’s choice regarding this Agreement.
10. Code Section 280G.
(a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Employee, a calculation shall be made comparing (X) the net after-tax benefit to Employee of the Payments after payment by Employee of the Excise Tax, to (Y) the net after-tax benefit to Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (X) above is less than the amount calculated under (Y) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm
Exhibit 10.1
(as defined in Section 10(b)(ii)) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.
(b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm or compensation consulting firm selected by Employer (the “Determination Firm”) which shall provide detailed supporting calculations both to Employer and Employee within 15 business days after the receipt of notice from Employee that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Determination Firm shall be binding upon Employer and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which Employee was entitled to, but did not receive pursuant to Section 10, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.
(c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.”
11. Code Section 409A.
(a) General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither Employer nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.
(b) Definitional Restrictions. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a Change
Exhibit 10.1
in Control or Employee’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Employee, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.
(c) Treatment of Installment Payments. Each payment of termination benefits under Section 5(b) of this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.
(d) Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Employee’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after Employee’s date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then such payment or benefit shall be made (or in the case of installment payments, installments that would have otherwise been payable during such 60-day period shall be accumulated and paid) on the 60th day after Employee’s date of termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, Employer may elect to make or commence payment at any time during such 60-day period.
(e) Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which Employee is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by Employer under Treas. Reg. Section 1.409A3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after Employee’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.
12. Regulatory Action.
(a) If Employee is removed and/or permanently prohibited from participating in the conduct of Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the
Exhibit 10.1
Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order.
(b) If Employee is suspended and/or temporarily prohibited from participating in the conduct of Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate (in whole or in part) any of its obligations which were suspended.
(c) If Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of the Employer (1) by the director of the FDIC or Employee’s or Employee’s designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when Employer is determined by the Director to be in an unsafe and unsound condition.
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).
[Signatures on following page]
Exhibit 10.1
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement.
COLONY BANK
By: /s/ T. Heath Fountain
Name: T. Heath Fountain
Title: Chief Executive Officer
Date: January 26, 2026
EMPLOYEE
By: /s/ Derek Shelnutt
Name: Derek Shelnutt
Title: Chief Financial Officer
Date: January 16, 2026
For additional information, contact:
Derek Shelnutt
EVP & Chief Financial Officer
229-426-6000, extension 6119
COLONY BANKCORP REPORTS FOURTH QUARTER 2025 RESULTS
INCREASES QUARTERLY CASH DIVIDEND TO $0.12 PER SHARE
FITZGERALD, GA. (January 28, 2026) – Colony Bankcorp, Inc. (NYSE: CBAN) (“Colony” or the “Company”) today reported financial results for the fourth quarter of 2025. Financial highlights are shown below.
Financial Highlights:
•Net income was $7.8 million, or $0.42 per diluted share, for the fourth quarter of 2025, compared to $5.8 million, or $0.33 per diluted share, for the third quarter of 2025, and $7.4 million, or $0.42 per diluted share, for the fourth quarter of 2024.
•Operating net income was $8.9 million, or $0.48 of adjusted earnings per diluted share, for the fourth quarter of 2025, compared to $8.2 million, or $0.47 of adjusted earnings per diluted share, for the third quarter of 2025, and $7.8 million, or $0.44 of adjusted earnings per diluted share, for the fourth quarter of 2024. (See Reconciliation of Non-GAAP Measures).
•Provision for credit losses of $1.65 million was recorded in the fourth quarter of 2025 compared to $900,000 in the third quarter of 2025, and $650,000 in the fourth quarter of 2024.
•Total loans, excluding loans held for sale, were $2.38 billion at December 31, 2025, an increase of $344.2 million, or 16.90%, from the prior quarter. Organic loan growth was 10.5% when compared to December 31, 2024 and flat compared to the prior quarter.
•Total deposits were $3.07 billion and $2.58 billion at December 31, 2025 and September 30, 2025, respectively, an increase of $483.2 million. Organic deposit growth, excluding wholesale deposits, was flat for the year and $24.3 million in the fourth quarter.
•Mortgage production was $89.5 million, and mortgage sales totaled $68.1 million in the fourth quarter of 2025 compared to $87.3 million and $65.1 million, respectively, for the third quarter of 2025.
•Small Business Specialty Lending (“SBSL”) closed $29.1 million in Small Business Administration (“SBA”) loans and sold $16.8 million in SBA loans in the fourth quarter of 2025 compared to $28.4 million and $18.2 million, respectively, for the third quarter of 2025.
The Company also announced that on January 28, 2026, the Board of Directors declared a quarterly cash dividend of $0.12 per share, to be paid on its common stock on February 25, 2026, to shareholders of record as of the close of business on February 11, 2026. The Company had 21,251,424 shares of its common stock outstanding as of January 26, 2026.
“We are pleased to deliver another consecutive quarter of improved performance and a strong finish to 2025. The discipline and effort demonstrated by our team continue to translate into solid results and steady progress toward our long-term goals,” said Heath Fountain, Chief Executive Officer. “Our results this quarter reflect the effectiveness of our strategic execution across the organization and our ability to carry that momentum into 2026.”
“We are also proud to have completed the merger with TC Federal, a significant milestone that advances our growth and expands what we can achieve together as a combined institution. We welcome our new team members and expect the planned systems conversion to fully integrate customers in the first quarter.”
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“Margin continues to expand at a steady pace and we are well positioned to see that continue over the next year. Credit quality remains stable overall, despite some quarter-to-quarter variability in the fourth quarter. The portfolio continues to reflect solid fundamentals, and we remain focused on maintaining strong credit discipline. Additionally, fourth quarter noninterest income performed well compared to the same quarter in the prior year, reflecting strength in our diversified revenue streams.
“The year ahead presents tremendous opportunities for growth and progress. We are energized by the potential to build on our accomplishments, further strengthen our business, and make a positive impact for our customers and communities.”
Balance Sheet
•Total assets were $3.74 billion at December 31, 2025, an increase of $582.7 million from September 30, 2025.
•Total loans, excluding loans held for sale, were $2.38 billion at December 31, 2025, an increase of $344.2 million from September 30, 2025.
•Total deposits were $3.07 billion and $2.58 billion at December 31, 2025 and September 30, 2025, respectively, an increase of $483.2 million. Increases were seen in interest-bearing demand deposits of $121.2 million, savings and money market deposits of $143.5 million and time deposits of $133.8 million, from September 30, 2025 to December 31, 2025. Total deposits increased $499.6 million from the period ended December 31, 2024, with increases seen in interest-bearing demand deposits of $118.5 million, savings and money market deposits of $100.2 million and time deposits of $216.4 million.
•The primary driver of increases in assets, loans held for investment, and deposits was the acquisition of TC Bancshares, Inc. (“TC Federal”) which closed on December 1, 2025.
•Total borrowings at December 31, 2025 totaled $258.1 million, an increase of $10.0 million compared to September 30, 2025.
Capital
•Colony continues to maintain a strong capital position, with ratios that exceed regulatory minimums required to be considered as “well-capitalized.”
•Under the Company’s approved stock repurchase program, a total of 46,973 shares of the Company common stock were repurchased during the fourth quarter of 2025 at an average price of $16.50 per share and a total value of $775,064 thousand.
•Preliminary tier one leverage ratio, tier one capital ratio, total risk-based capital ratio and common equity tier one capital ratio were 10.78%, 13.60%, 15.95%, and 12.68%, respectively, at December 31, 2025.
Fourth Quarter and Full Year 2025 Results of Operations
•Net interest income, on a tax-equivalent basis, totaled $26.0 million for the fourth quarter ended December 31, 2025 compared to $20.6 million for the same period in 2024. Net interest income, on a tax-equivalent basis, for the twelve months ended December 31, 2025 totaled $92.6 million, compared to $76.8 million for the twelve months ended December 31, 2024. For both periods, increases occurred in income on interest earning assets, and decreases were seen in interest bearing liabilities. Income on interest earning assets increased $4.7 million to $40.9 million for the fourth quarter of 2025 compared to the same period in 2024. Expense on interest bearing liabilities decreased $684,000 to $14.8 million for the fourth quarter of 2025 compared to the same period in 2024. Income on interest earning assets increased $12.8 million to $150.7 million for the twelve month period ended December 31, 2025 compared to the same period in 2024. Expense on interest bearing liabilities decreased $3.1 million, to $58.1 million for the twelve month period ended December 31, 2025 compared to the same period in 2024.
•Net interest margin for the fourth quarter of 2025 was 3.32% compared to 2.84% for the fourth quarter of 2024. Net interest margin was 3.14% for the twelve months ended December 31, 2025 compared to 2.72% for the twelve months ended December 31, 2024. The increase for both periods was primarily related to increases in interest earning assets period over period, partially offset by the rate decreases in interest bearing liabilities.
•Noninterest income totaled $11.0 million for the fourth quarter ended December 31, 2025, an increase of $738,000, or 7.16%, compared to the same period in 2024. Noninterest income totaled $40.3 million for the twelve months ended December 31, 2025, an increase of $905,000, or 2.30%, compared to the same period in 2024. Increases for both periods occurred in service charges on deposits, mortgage fee income, interchange fees, insurance commissions, decreases in losses on the sales of investment securities and an
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increase in wealth advisor income included in other noninterest income, partially offset by decreases in gains on sales of SBA loans.
•Noninterest expense totaled $25.7 million for the fourth quarter ended December 31, 2025, compared to $21.3 million for the same period in 2024. Noninterest expense totaled $92.5 million for the twelve months ended December 31, 2025, compared to $82.8 million for the same period in 2024. These increases were a result of increases in salaries and employee benefits, occupancy and equipment, information technology expenses, professional fees, acquisition related expenses related to the acquisition of TC Bancshares, Inc. and a loss related to a wire fraud incident included in other noninterest expense.
Asset Quality
•Nonperforming assets totaled $24.7 million and $15.2 million at December 31, 2025 and September 30, 2025, respectively, an increase of $9.5 million which includes additions from the TC Federal acquisition.
•Other real estate owned and repossessed assets totaled $1.2 million at December 31, 2025 and $870,000 at September 30, 2025.
•Net loans charged-off were $1.6 million, or 0.30% of average loans for the fourth quarter of 2025, compared to $1.8 million, or 0.36% for the third quarter of 2025.
•The credit loss reserve was $23.0 million, or 0.97% of total loans, at December 31, 2025, compared to $18.1 million, or 0.89% of total loans at September 30, 2025. The Company adopted ASU 2025-08 during the fourth quarter of 2025. The adoption permits the recognition of an initial allowance for credit losses on all loans acquired from TC Federal Bank following the merger. The estimated initial allowance for credit losses related to the TC Federal Bank acquired loan portfolio was $4.6 million.
Earnings call information
The Company will host an earnings conference call at 9:00 a.m. ET on Thursday, January 29, 2026, to discuss the recent results and answer relevant questions. The conference call can be accessed by dialing 1-800-549-8228 and using the Conference ID: 10460. A replay of the call will be available until Thursday, February 5, 2026. To listen to the replay, dial 1-888-660-6264 and entering the passcode 10460#.
About Colony Bankcorp
Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in Fitzgerald, Georgia in 1975, Colony operates locations throughout Georgia as well as in Birmingham, Alabama; Tallahassee, Florida; and the Florida Panhandle. Colony Bank offers a range of banking solutions for personal and business customers. In addition to traditional banking services, Colony provides specialized solutions including mortgage lending, government guaranteed lending, consumer insurance, wealth management, credit cards and merchant services. Colony’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CBAN.” For more information, please visit www.colony.bank. You can also follow the Company on social media.
Forward-Looking Statements
Certain statements contained in this press release that are not statements of historical fact constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, certain statements may be contained in the Company’s future filings with the Securities and Exchange Commission (the “SEC”), in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to: (i) projections and/or expectations of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; (iv) statements regarding growth strategy, capital management, liquidity and funding, and future profitability; (v) statements relating to the timing, benefits, costs, and synergies of the recently completed acquisition of TC Bancshares, Inc. (“TC Bancshares”) (the “Merger”), and (vi) statements of assumptions underlying such statements. Words such as “may”, “will”, “anticipate”, “assume”, “should”, “support”, “indicate”, “would”, “believe”, “contemplate”, “expect”, “estimate”, “continue”, “further”, “plan”, “point to”, “project”, “could”, “intend”, “target” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
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Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: the impact of current and future economic conditions, particularly those affecting the financial services industry, including the effects of declines in the real estate market, tariffs or trade wars (including the resulting reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, and decreased demand for other banking products and services), high unemployment rates, inflationary pressures, changes in interest rates (including the impact of prolonged elevated interest rates on our financial projections and models) and slowdowns in economic growth, as well as the financial stress on borrowers as a result of the foregoing; the risk of reductions in benchmark interest rates and the resulting impacts on net interest income; potential impacts of adverse developments in the banking industry highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto; risks arising from negative media coverage and perceived instability in the banking industry; risks arising from perceived instability in the banking sector; the risks of changes in interest rates and their effects on the level, cost, and composition of, and competition for, deposits, loan demand and timing of payments, the values of loan collateral, securities, and interest sensitive assets and liabilities; the ability to attract new or retain existing deposits, to retain or grow loans or additional interest and fee income, or to control noninterest expense; the effect of pricing pressures on the Company’s net interest margin; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans and other real estate owned; changes in real estate values; the Company’s ability to implement its various strategic and growth initiatives; increased competition in the financial services industry, particularly from regional and national institutions, as well as from fintech companies; economic conditions, either nationally or locally, in areas in which the Company conducts operations being less favorable than expected; changes in the prices, values and sales volumes of residential and commercial real estate; developments in our mortgage banking business, including loan modifications, general demand, and the effects of judicial or regulatory requirements or guidance; legislation or regulatory changes which adversely affect the ability of the consolidated Company to conduct business combinations or new operations; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs, those related to credit card interest rates, and legislative, regulatory or supervisory actions related to so-called “de-banking,” including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices; significant turbulence or a disruption in the capital or financial markets and the effect of a fall in the stock market prices on our investment securities; the effects of war or other conflicts, including civil unrest; general risks related to the Company’s merger and acquisition activity, including risks associated with integrating and realizing the expected financial benefits of previous or pending acquisitions, and the Company’s pursuit of future acquisitions; risks associated with the recent Merger, including the risk that the cost savings and any revenue synergies may not be realized or take longer than anticipated to be realized as well as disruption with customers, suppliers, employee or other business partners relationships; the risk of successful integration of TC Bancshares’ business into the Company; the reaction of each of the Company’s and TC Bancshares’ customers, suppliers, employees or other business partners to the Merger; the risk that the integration of TC Bancshares’ operations into the operations of the Company will be materially delayed or will be more costly or difficult than expected; the timing and achievement of expected cost reductions following the Merger; the timing and achievement of the recovery of the reduction of tangible book value resulting from the Merger; general competitive, economic, political, and market conditions; the impact of emerging technologies, such as generative artificial intelligence; fraud or misconduct by internal or external actors, and system failures, cybersecurity threats or security breaches and the cost of defending against them; a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding debt ceiling and the federal budget; and general competitive, economic, political and market conditions or other unexpected factors or events. These and other factors, risks and uncertainties could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict.
Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.
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Explanation of Certain Unaudited Non-GAAP Financial Measures
The measures entitled operating noninterest income, operating noninterest expense, operating net income, adjusted earnings per diluted share, operating return on average assets, operating return on average equity, tangible book value per common share, tangible equity to tangible assets, operating efficiency ratio, operating net noninterest expense to average assets and pre-provision net revenue are not measures recognized under U.S. generally accepted accounting principles (“GAAP”) and therefore are considered non-GAAP financial measures. The most comparable GAAP measures are noninterest income, noninterest expense, net income, diluted earnings per share, return on average assets, return on average equity, book value per common share, total equity to total assets, efficiency ratio, net noninterest expense to average assets and net interest income before provision for credit losses, respectively. Operating noninterest income excludes loss on sales of securities. Operating noninterest expense excludes acquisition-related expenses, severance costs and loss related to wire fraud incident. Operating net income, operating return on average assets, operating return on average equity and operating efficiency ratio all exclude acquisition-related expenses, severance costs, loss on sales of securities and loss related to wire fraud incident from net income, return on average assets, return on average equity and efficiency ratio, respectively. Operating net noninterest expense to average assets ratio excludes from net noninterest expense, severance costs, acquisition-related expenses, loss on sales of securities and loss related to wire fraud incident. Acquisition-related expenses includes fees associated with acquisitions and vendor contract buyouts. Severance costs includes costs associated with termination and retirement of employees. Adjusted earnings per diluted share includes the adjustments to operating net income. Tangible book value per common share and tangible equity to tangible assets exclude goodwill and other intangibles from book value per common share and total equity to total assets, respectively. Pre-provision net revenue is calculated by adding noninterest income to net interest income before provision for credit losses, and subtracting noninterest expense.
Management uses these non-GAAP financial measures in its analysis of the Company's performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company's performance, and if not provided would be requested by the investor community. The Company believes the non-GAAP measures enhance investors' understanding of the Company's business and performance. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently.
These disclosures should not be considered an alternative to GAAP. The computations of operating noninterest income, operating noninterest expense, operating net income, adjusted earnings per diluted share, operating return on average assets, operating return on average equity, tangible book value per common share, tangible equity to tangible assets, operating efficiency ratio, operating net noninterest expense to average assets and pre-provision net revenue and the reconciliation of these measures to noninterest income, noninterest expense, net income, diluted earnings per share, return on average assets, return on average equity, book value per common share, total equity to total assets, efficiency ratio, net noninterest expense to average assets and net interest income before provision for credit losses are set forth in the table below.
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| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Reconciliation of Non-GAAP Measures | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
(dollars in thousands, except per share data) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Operating noninterest income reconciliation | ||||||||||||||||||||||||||||||||
| Noninterest income (GAAP) | $ | 11,047 | $ | 10,091 | $ | 10,098 | $ | 9,044 | $ | 10,309 | ||||||||||||||||||||||
| Loss on sales of securities | — | 1,039 | — | — | 401 | |||||||||||||||||||||||||||
| Operating noninterest income | $ | 11,047 | $ | 11,130 | $ | 10,098 | $ | 9,044 | $ | 10,710 | ||||||||||||||||||||||
| Operating noninterest expense reconciliation | ||||||||||||||||||||||||||||||||
| Noninterest expense (GAAP) | $ | 25,709 | $ | 24,612 | $ | 22,004 | $ | 20,221 | $ | 21,272 | ||||||||||||||||||||||
| Severance costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisition-related expenses | (1,331) | (732) | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | (1,252) | — | — | — | |||||||||||||||||||||||||||
| Operating noninterest expense | $ | 24,378 | $ | 22,628 | $ | 22,004 | $ | 20,221 | $ | 21,272 | ||||||||||||||||||||||
| Operating net income reconciliation | ||||||||||||||||||||||||||||||||
| Net income (GAAP) | $ | 7,843 | $ | 5,819 | $ | 7,978 | $ | 6,613 | $ | 7,432 | ||||||||||||||||||||||
| Severance costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisition-related expenses | 1,331 | 732 | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | 1,252 | — | — | — | |||||||||||||||||||||||||||
| Loss on sales of securities | — | 1,039 | — | — | 401 | |||||||||||||||||||||||||||
| Income tax benefit | (269) | (612) | — | — | (77) | |||||||||||||||||||||||||||
| Operating net income | $ | 8,905 | $ | 8,230 | $ | 7,978 | $ | 6,613 | $ | 7,756 | ||||||||||||||||||||||
| Weighted average diluted shares | 18,729,511 | 17,461,434 | 17,448,945 | 17,509,059 | 17,531,808 | |||||||||||||||||||||||||||
| Adjusted earnings per diluted share | $ | 0.48 | $ | 0.47 | $ | 0.46 | $ | 0.38 | $ | 0.44 | ||||||||||||||||||||||
| Operating return on average assets reconciliation | ||||||||||||||||||||||||||||||||
| Return on average assets (GAAP) | 0.93 | % | 0.75 | % | 1.02 | % | 0.85 | % | 0.95 | % | ||||||||||||||||||||||
| Severance costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisition-related expenses | 0.15 | 0.10 | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | 0.16 | — | — | — | |||||||||||||||||||||||||||
| Loss on sales of securities | — | 0.13 | — | — | 0.05 | |||||||||||||||||||||||||||
| Tax effect of adjustment items | (0.03) | (0.08) | — | — | (0.01) | |||||||||||||||||||||||||||
| Operating return on average assets | 1.05 | % | 1.06 | % | 1.02 | % | 0.85 | % | 0.99 | % | ||||||||||||||||||||||
| Operating return on average equity reconciliation | ||||||||||||||||||||||||||||||||
| Return on average equity (GAAP) | 9.49 | % | 7.80 | % | 11.14 | % | 9.63 | % | 10.71 | % | ||||||||||||||||||||||
| Severance costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisition-related expenses | 1.62 | 0.98 | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | 1.68 | — | — | — | |||||||||||||||||||||||||||
| Loss on sales of securities | — | 1.39 | — | — | 0.58 | |||||||||||||||||||||||||||
| Tax effect of adjustment items | (0.33) | (0.82) | — | — | (0.11) | |||||||||||||||||||||||||||
| Operating return on average equity | 10.78 | % | 11.03 | % | 11.14 | % | 9.63 | % | 11.18 | % | ||||||||||||||||||||||
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| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Reconciliation of Non-GAAP Measures | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
(dollars in thousands, except per share data) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Operating return on average tangible equity reconciliation | ||||||||||||||||||||||||||||||||
| Return on average tangible equity | 11.63 | % | 9.56 | % | 13.70 | % | 11.83 | % | 13.16 | % | ||||||||||||||||||||||
| Acquisition-related expenses | 1.97 | 1.20 | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | 2.06 | — | — | — | |||||||||||||||||||||||||||
| Loss on sales of securities | — | 1.71 | — | — | 0.71 | |||||||||||||||||||||||||||
| Tax effect of adjustment items | (0.40) | (1.01) | — | — | (0.14) | |||||||||||||||||||||||||||
| Operating return on average tangible equity | 13.20 | % | 13.52 | % | 13.70 | % | 11.83 | % | 13.74 | % | ||||||||||||||||||||||
| Tangible book value per common share reconciliation | ||||||||||||||||||||||||||||||||
| Book value per common share (GAAP) | $ | 17.69 | $ | 17.31 | $ | 16.87 | $ | 16.41 | $ | 15.91 | ||||||||||||||||||||||
| Effect of goodwill and other intangibles | (3.38) | (3.11) | (3.14) | (2.95) | (2.96) | |||||||||||||||||||||||||||
Tangible book value per common share | $ | 14.31 | $ | 14.20 | $ | 13.73 | $ | 13.46 | $ | 12.95 | ||||||||||||||||||||||
| Tangible equity to tangible assets reconciliation | ||||||||||||||||||||||||||||||||
| Equity to assets (GAAP) | 10.06 | % | 9.59 | % | 9.43 | % | 9.05 | % | 8.96 | % | ||||||||||||||||||||||
| Effect of goodwill and other intangibles | (1.76) | (1.59) | (1.62) | (1.51) | (1.54) | |||||||||||||||||||||||||||
Tangible equity to tangible assets | 8.30 | % | 8.00 | % | 7.81 | % | 7.54 | % | 7.42 | % | ||||||||||||||||||||||
| Operating efficiency ratio calculation | ||||||||||||||||||||||||||||||||
| Efficiency ratio (GAAP) | 69.65 | % | 75.06 | % | 67.74 | % | 67.41 | % | 69.11 | % | ||||||||||||||||||||||
| Severance costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisition-related expenses | (3.61) | (1.98) | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | (3.38) | — | — | — | |||||||||||||||||||||||||||
| Loss on sales of securities | — | (2.81) | — | — | (1.31) | |||||||||||||||||||||||||||
| Operating efficiency ratio | 66.04 | % | 66.89 | % | 67.74 | % | 67.41 | % | 67.80 | % | ||||||||||||||||||||||
Operating net noninterest expense(1) to average assets calculation | ||||||||||||||||||||||||||||||||
| Net noninterest expense to average assets | 1.73 | % | 1.86 | % | 1.52 | % | 1.44 | % | 1.40 | % | ||||||||||||||||||||||
| Severance costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisition-related expenses | (0.15) | (0.09) | — | — | — | |||||||||||||||||||||||||||
| Loss related to wire fraud incident | — | (0.16) | — | — | — | |||||||||||||||||||||||||||
| Loss on sales of securities | — | (0.13) | — | — | (0.05) | |||||||||||||||||||||||||||
| Operating net noninterest expense to average assets | 1.58 | % | 1.48 | % | 1.52 | % | 1.44 | % | 1.35 | % | ||||||||||||||||||||||
| Pre-provision net revenue | ||||||||||||||||||||||||||||||||
| Net interest income before provision for credit losses | $ | 25,865 | $ | 22,699 | $ | 22,385 | $ | 20,952 | $ | 20,472 | ||||||||||||||||||||||
| Noninterest income | 11,047 | 10,091 | 10,098 | 9,044 | 10,309 | |||||||||||||||||||||||||||
| Total income | 36,912 | 32,790 | 32,483 | 29,996 | 30,781 | |||||||||||||||||||||||||||
| Noninterest expense | 25,709 | 24,612 | 22,004 | 20,221 | 21,272 | |||||||||||||||||||||||||||
| Pre-provision net revenue | $ | 11,203 | $ | 8,178 | $ | 10,479 | $ | 9,775 | $ | 9,509 | ||||||||||||||||||||||
| Operating pre-provision net revenue | ||||||||||||||||||||||||||||||||
| Net interest income before provision for credit losses | $ | 25,865 | $ | 22,699 | $ | 22,385 | $ | 20,952 | $ | 20,472 | ||||||||||||||||||||||
| Operating noninterest income | 11,047 | 11,130 | 10,098 | 9,044 | 10,710 | |||||||||||||||||||||||||||
| Total operating income | 36,912 | 33,829 | 32,483 | 29,996 | 31,182 | |||||||||||||||||||||||||||
| Operating noninterest expense | 24,378 | 22,628 | 22,004 | 20,221 | 21,272 | |||||||||||||||||||||||||||
| Operating pre-provision net revenue | $ | 12,534 | $ | 11,201 | $ | 10,479 | $ | 9,775 | $ | 9,910 | ||||||||||||||||||||||
(1) Net noninterest expense is defined as noninterest expense less noninterest income. | ||||||||||||||||||||||||||||||||
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| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Selected Financial Information | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands, except per share data) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| EARNINGS SUMMARY | ||||||||||||||||||||||||||||||||
| Net interest income | $ | 25,865 | $ | 22,699 | $ | 22,385 | $ | 20,952 | $ | 20,472 | ||||||||||||||||||||||
| Provision for credit losses | 1,650 | 900 | 450 | 1,500 | 650 | |||||||||||||||||||||||||||
| Noninterest income | 11,047 | 10,091 | 10,098 | 9,044 | 10,309 | |||||||||||||||||||||||||||
| Noninterest expense | 25,709 | 24,612 | 22,004 | 20,221 | 21,272 | |||||||||||||||||||||||||||
| Income taxes | 1,710 | 1,459 | 2,051 | 1,662 | 1,427 | |||||||||||||||||||||||||||
| Net income | $ | 7,843 | $ | 5,819 | $ | 7,978 | $ | 6,613 | $ | 7,432 | ||||||||||||||||||||||
| PERFORMANCE MEASURES | ||||||||||||||||||||||||||||||||
| Per common share: | ||||||||||||||||||||||||||||||||
| Common shares outstanding | 21,251,695 | 17,461,284 | 17,416,702 | 17,481,709 | 17,519,884 | |||||||||||||||||||||||||||
| Weighted average basic shares | 18,729,511 | 17,461,434 | 17,448,945 | 17,509,059 | 17,531,808 | |||||||||||||||||||||||||||
| Weighted average diluted shares | 18,729,511 | 17,461,434 | 17,448,945 | 17,509,059 | 17,531,808 | |||||||||||||||||||||||||||
| Earnings per basic share | $ | 0.42 | $ | 0.33 | $ | 0.46 | $ | 0.38 | $ | 0.42 | ||||||||||||||||||||||
| Earnings per diluted share | 0.42 | 0.33 | 0.46 | 0.38 | 0.42 | |||||||||||||||||||||||||||
Adjusted earnings per diluted share(b) | 0.48 | 0.47 | 0.46 | 0.38 | 0.44 | |||||||||||||||||||||||||||
| Cash dividends declared per share | 0.1150 | 0.1150 | 0.1150 | 0.1150 | 0.1125 | |||||||||||||||||||||||||||
| Common book value per share | 17.69 | 17.31 | 16.87 | 16.41 | 15.91 | |||||||||||||||||||||||||||
Tangible book value per common share(b) | 14.31 | 14.20 | 13.73 | 13.46 | 12.95 | |||||||||||||||||||||||||||
Pre-provision net revenue(b) | $ | 11,203 | $ | 8,178 | $ | 10,479 | $ | 9,775 | $ | 9,509 | ||||||||||||||||||||||
| PERFORMANCE RATIOS: | ||||||||||||||||||||||||||||||||
Net interest margin (a) | 3.32 | % | 3.17 | % | 3.12 | % | 2.93 | % | 2.84 | % | ||||||||||||||||||||||
| Return on average assets | 0.93 | 0.75 | 1.02 | 0.85 | 0.95 | |||||||||||||||||||||||||||
Operating return on average assets (b) | 1.05 | 1.06 | 1.02 | 0.85 | 0.99 | |||||||||||||||||||||||||||
| Return on average total equity | 9.49 | 7.80 | 11.14 | 9.63 | 10.71 | |||||||||||||||||||||||||||
Operating return on average total equity (b) | 10.78 | 11.03 | 11.14 | 9.63 | 11.18 | |||||||||||||||||||||||||||
| Return on average tangible equity | 11.63 | 9.56 | 13.70 | 11.83 | 13.16 | |||||||||||||||||||||||||||
Operating return on average tangible equity (b) | 13.20 | 13.52 | 13.70 | 11.83 | 13.74 | |||||||||||||||||||||||||||
| Total equity to total assets | 10.06 | 9.59 | 9.43 | 9.05 | 8.96 | |||||||||||||||||||||||||||
Tangible equity to tangible assets (b) | 8.30 | 8.00 | 7.81 | 7.54 | 7.42 | |||||||||||||||||||||||||||
Efficiency ratio | 69.65 | 75.06 | 67.74 | 67.41 | 69.11 | |||||||||||||||||||||||||||
Operating efficiency ratio (b) | 66.04 | 66.89 | 67.74 | 67.41 | 67.80 | |||||||||||||||||||||||||||
| Net noninterest expense to average assets | 1.73 | 1.86 | 1.52 | 1.44 | 1.40 | |||||||||||||||||||||||||||
Operating net noninterest expense to average assets(b) | 1.58 | 1.48 | 1.52 | 1.44 | 1.35 | |||||||||||||||||||||||||||
8
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Selected Financial Information | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands, except per share data) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| ASSET QUALITY | ||||||||||||||||||||||||||||||||
| Nonperforming portfolio loans | $ | 17,190 | $ | 9,082 | $ | 4,760 | $ | 7,538 | $ | 5,024 | ||||||||||||||||||||||
| Nonperforming SBA government loans-guaranteed portion | 4,772 | 4,076 | 4,583 | 3,647 | 4,293 | |||||||||||||||||||||||||||
| Nonperforming SBA government loans-unguaranteed portion | 1,418 | 1,110 | 1,241 | 1,271 | 1,343 | |||||||||||||||||||||||||||
| Loans 90 days past due and still accruing | 95 | 98 | 107 | 22 | 152 | |||||||||||||||||||||||||||
| Total nonperforming loans (NPLs) | 23,475 | 14,366 | 10,691 | 12,478 | 10,812 | |||||||||||||||||||||||||||
| Other real estate owned | 1,048 | 710 | 710 | 522 | 202 | |||||||||||||||||||||||||||
| Repossessed assets | 190 | 160 | 21 | 6 | 328 | |||||||||||||||||||||||||||
| Total nonperforming assets (NPAs) | 24,713 | 15,236 | 11,422 | 13,006 | 11,342 | |||||||||||||||||||||||||||
| Classified loans | 40,481 | 24,183 | 25,112 | 26,453 | 20,103 | |||||||||||||||||||||||||||
| Criticized loans | 84,721 | 60,505 | 54,814 | 55,823 | 49,387 | |||||||||||||||||||||||||||
| Net loan charge-offs (recoveries) | 1,600 | 1,827 | 1,049 | 606 | 1,534 | |||||||||||||||||||||||||||
| Allowance for credit losses to total loans | 0.97 | % | 0.89 | % | 0.96 | % | 1.04 | % | 1.03 | % | ||||||||||||||||||||||
| Allowance for credit losses to total NPLs | 98.04 | 125.89 | 179.15 | 160.26 | 175.55 | |||||||||||||||||||||||||||
| Allowance for credit losses to total NPAs | 93.13 | 118.71 | 167.69 | 153.75 | 167.34 | |||||||||||||||||||||||||||
| Net charge-offs (recoveries) to average loans, net | 0.30 | 0.36 | 0.21 | 0.13 | 0.33 | |||||||||||||||||||||||||||
| NPLs to total loans | 0.99 | 0.71 | 0.54 | 0.65 | 0.59 | |||||||||||||||||||||||||||
| NPAs to total assets | 0.66 | 0.48 | 0.37 | 0.41 | 0.36 | |||||||||||||||||||||||||||
| NPAs to total loans and foreclosed assets | 1.04 | 0.75 | 0.57 | 0.68 | 0.62 | |||||||||||||||||||||||||||
| ACTUAL BALANCES | ||||||||||||||||||||||||||||||||
| Total assets | $ | 3,735,401 | $ | 3,152,746 | $ | 3,115,617 | $ | 3,171,825 | $ | 3,109,782 | ||||||||||||||||||||||
| Loans held for sale | 78,990 | 19,286 | 22,163 | 24,844 | 39,786 | |||||||||||||||||||||||||||
| Loans, net of unearned income | 2,381,224 | 2,037,056 | 1,993,580 | 1,921,263 | 1,842,980 | |||||||||||||||||||||||||||
| Deposits | 3,067,521 | 2,584,329 | 2,556,230 | 2,622,531 | 2,567,943 | |||||||||||||||||||||||||||
| Total stockholders’ equity | 375,920 | 302,332 | 293,857 | 286,925 | 278,675 | |||||||||||||||||||||||||||
| AVERAGE BALANCES | ||||||||||||||||||||||||||||||||
| Total assets | $ | 3,357,785 | $ | 3,092,411 | $ | 3,138,125 | $ | 3,149,321 | $ | 3,108,762 | ||||||||||||||||||||||
| Loans held for sale | 59,868 | 17,062 | 22,495 | 23,253 | 35,299 | |||||||||||||||||||||||||||
| Loans, net of unearned income | 2,148,729 | 2,024,153 | 1,960,025 | 1,869,476 | 1,851,628 | |||||||||||||||||||||||||||
| Deposits | 2,752,576 | 2,526,739 | 2,586,620 | 2,606,706 | 2,568,824 | |||||||||||||||||||||||||||
| Total stockholders’ equity | 327,830 | 296,027 | 287,325 | 278,551 | 276,082 | |||||||||||||||||||||||||||
| (a) Computed using fully taxable-equivalent net income. | ||||||||||||||||||||||||||||||||
| (b) Non-GAAP measure - see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and reconciliation to GAAP. | ||||||||||||||||||||||||||||||||
9
| Colony Bankcorp, Inc. | |||||||||||||||||||||||||||||||||||
| Average Balance Sheet and Net Interest Analysis | |||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Average Balances | Income/ Expense | Yields/ Rates | Average Balances | Income/ Expense | Yields/ Rates | |||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest-earning assets: | |||||||||||||||||||||||||||||||||||
| Loans held for sale | $ | 59,868 | $ | 1,018 | 6.75 | % | $ | 35,299 | $ | 437 | 4.93 | % | |||||||||||||||||||||||
| Loans, net of unearned income 1 | 2,148,729 | 33,517 | 6.19 | % | 1,851,628 | 28,102 | 6.04 | % | |||||||||||||||||||||||||||
| Investment securities, taxable | 626,240 | 4,158 | 2.63 | % | 704,677 | 4,759 | 2.69 | % | |||||||||||||||||||||||||||
| Investment securities, tax-exempt 2 | 93,822 | 488 | 2.06 | % | 95,062 | 505 | 2.11 | % | |||||||||||||||||||||||||||
| Deposits in banks and short term investments | 187,582 | 1,696 | 3.59 | % | 202,059 | 2,361 | 4.65 | % | |||||||||||||||||||||||||||
| Total interest-earning assets | 3,116,241 | 40,877 | 5.20 | % | 2,888,725 | 36,164 | 4.98 | % | |||||||||||||||||||||||||||
| Noninterest-earning assets | 241,544 | 220,037 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 3,357,785 | $ | 3,108,762 | |||||||||||||||||||||||||||||||
| Liabilities and stockholders' equity | |||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Interest-bearing demand and savings | $ | 1,559,476 | $ | 5,577 | 1.42 | % | $ | 1,494,178 | $ | 6,759 | 1.80 | % | |||||||||||||||||||||||
| Other time | 737,709 | 6,396 | 3.44 | % | 619,334 | 5,897 | 3.79 | % | |||||||||||||||||||||||||||
| Total interest-bearing deposits | 2,297,185 | 11,973 | 2.07 | % | 2,113,512 | 12,656 | 2.38 | % | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 188,370 | 1,948 | 4.10 | % | 185,000 | 1,905 | 4.10 | % | |||||||||||||||||||||||||||
| Other borrowings | 63,119 | 914 | 5.75 | % | 63,025 | 958 | 6.05 | % | |||||||||||||||||||||||||||
| Total other interest-bearing liabilities | 251,489 | 2,862 | 4.51 | % | 248,025 | 2,863 | 4.59 | % | |||||||||||||||||||||||||||
| Total interest-bearing liabilities | 2,548,674 | 14,835 | 2.31 | % | 2,361,537 | 15,519 | 2.61 | % | |||||||||||||||||||||||||||
| Noninterest-bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Demand deposits | 455,391 | $ | 455,312 | ||||||||||||||||||||||||||||||||
| Other liabilities | 25,890 | 15,831 | |||||||||||||||||||||||||||||||||
| Stockholders' equity | 327,830 | 276,082 | |||||||||||||||||||||||||||||||||
| Total noninterest-bearing liabilities and stockholders' equity | 809,111 | 747,225 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 3,357,785 | $ | 3,108,762 | |||||||||||||||||||||||||||||||
| Interest rate spread | 2.89 | % | 2.37 | % | |||||||||||||||||||||||||||||||
| Net interest income | $ | 26,042 | $ | 20,645 | |||||||||||||||||||||||||||||||
| Net interest margin | 3.32 | % | 2.84 | % | |||||||||||||||||||||||||||||||
3
1The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable-equivalent adjustments totaling $76,000 and $66,000 for the quarters ended December 31, 2025 and 2024, respectively, are calculated using the statutory federal tax rate and are included in income and fees on loans. Accretion income of $428,000 and $12,000 for the quarters ended December 31, 2025 and 2024, respectively, are also included in income and fees on loans.
2Taxable-equivalent adjustments totaling $102,000 and $106,000 for the quarters ended December 31, 2025 and 2024, respectively, are calculated using the statutory federal tax rate and are included in tax-exempt interest on investment securities.
3
10
| Colony Bankcorp, Inc. | |||||||||||||||||||||||||||||||||||
| Average Balance Sheet and Net Interest Analysis | |||||||||||||||||||||||||||||||||||
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Average Balances | Income/ Expense | Yields/ Rates | Average Balances | Income/ Expense | Yields/ Rates | |||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest-earning assets: | |||||||||||||||||||||||||||||||||||
| Loans held for sale | $ | 30,733 | $ | 1,928 | 6.27 | % | $ | 31,884 | $ | 2,134 | 6.69 | % | |||||||||||||||||||||||
| Loans, net of unearned income3 | 2,001,425 | 122,735 | 6.13 | % | 1,868,502 | 109,770 | 5.87 | % | |||||||||||||||||||||||||||
| Investment securities, taxable | 668,875 | 17,885 | 2.67 | % | 720,986 | 19,270 | 2.67 | % | |||||||||||||||||||||||||||
| Investment securities, tax-exempt 4 | 93,441 | 1,963 | 2.10 | % | 99,350 | 2,158 | 2.17 | % | |||||||||||||||||||||||||||
| Deposits in banks and short term investments | 159,718 | 6,183 | 3.87 | % | 106,381 | 4,592 | 4.32 | % | |||||||||||||||||||||||||||
| Total interest-earning assets | 2,954,192 | 150,694 | 5.10 | % | 2,827,103 | 137,924 | 4.88 | % | |||||||||||||||||||||||||||
| Noninterest-earning assets | 230,538 | 221,607 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 3,184,730 | $ | 3,048,710 | |||||||||||||||||||||||||||||||
| Liabilities and stockholders' equity | |||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Interest-bearing demand and savings | $ | 1,529,413 | $ | 24,354 | 1.59 | % | $ | 1,464,315 | $ | 27,293 | 1.86 | % | |||||||||||||||||||||||
| Other time | 644,075 | 22,356 | 3.47 | % | 603,080 | 22,714 | 3.77 | % | |||||||||||||||||||||||||||
| Total interest-bearing deposits | 2,173,488 | 46,710 | 2.15 | % | 2,067,395 | 50,007 | 2.42 | % | |||||||||||||||||||||||||||
| Federal funds purchased | — | — | — | % | — | — | — | % | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 185,850 | 7,618 | 4.10 | % | 176,421 | 7,211 | 4.09 | % | |||||||||||||||||||||||||||
| Other borrowings | 63,522 | 3,722 | 5.86 | % | 63,190 | 3,947 | 6.25 | % | |||||||||||||||||||||||||||
| Total other interest-bearing liabilities | 249,372 | 11,340 | 4.55 | % | 239,611 | 11,158 | 4.66 | % | |||||||||||||||||||||||||||
| Total interest-bearing liabilities | 2,422,860 | 58,050 | 2.40 | % | 2,307,006 | 61,165 | 2.65 | % | |||||||||||||||||||||||||||
| Noninterest-bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Demand deposits | 444,821 | $ | 459,822 | ||||||||||||||||||||||||||||||||
| Other liabilities | 19,485 | 16,607 | |||||||||||||||||||||||||||||||||
| Stockholders' equity | 297,564 | 265,275 | |||||||||||||||||||||||||||||||||
| Total noninterest-bearing liabilities and stockholders' equity | 761,870 | 741,704 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 3,184,730 | $ | 3,048,710 | |||||||||||||||||||||||||||||||
| Interest rate spread | 2.70 | % | 2.23 | % | |||||||||||||||||||||||||||||||
| Net interest income | $ | 92,644 | $ | 76,759 | |||||||||||||||||||||||||||||||
| Net interest margin | 3.14 | % | 2.72 | % | |||||||||||||||||||||||||||||||
5
3The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable-equivalent adjustments totaling $330,000 and $229,000 for the twelve months ended December 31, 2025 and 2024, respectively, are calculated using the statutory federal tax rate and are included in income and fees on loans. Accretion income of $489,000 and $47,000 for the twelve months ended December 31, 2025 and 2024, respectively, are also included in income and fees on loans.
4Taxable-equivalent adjustments totaling $412,000 and $453,000 for the twelve months ended December 31, 2025 and 2024, respectively, are calculated using the statutory federal tax rate and are included in tax-exempt interest on investment securities.
5
11
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Segment Reporting | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
(dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Banking Division | ||||||||||||||||||||||||||||||||
| Net interest income | $ | 24,781 | $ | 21,629 | $ | 21,319 | $ | 19,989 | $ | 19,191 | ||||||||||||||||||||||
| Provision for credit losses | 776 | (371) | (330) | 1,221 | 309 | |||||||||||||||||||||||||||
| Noninterest income | 6,996 | 6,144 | 5,969 | 5,774 | 5,452 | |||||||||||||||||||||||||||
| Noninterest expenses | 22,502 | 21,075 | 18,269 | 16,790 | 17,616 | |||||||||||||||||||||||||||
| Income taxes | 1,493 | 1,413 | 1,908 | 1,551 | 927 | |||||||||||||||||||||||||||
| Segment income | $ | 7,006 | $ | 5,656 | $ | 7,441 | $ | 6,201 | $ | 5,791 | ||||||||||||||||||||||
Total segment assets | $ | 3,625,785 | $ | 3,046,699 | $ | 3,010,416 | $ | 3,065,385 | $ | 2,985,856 | ||||||||||||||||||||||
Full time employees | 447 | 383 | 390 | 366 | 376 | |||||||||||||||||||||||||||
| Mortgage Banking Division | ||||||||||||||||||||||||||||||||
| Net interest income | $ | 65 | $ | 62 | $ | 44 | $ | 53 | $ | 53 | ||||||||||||||||||||||
| Provision for credit losses | — | — | — | — | — | |||||||||||||||||||||||||||
| Noninterest income | 2,012 | 1,851 | 1,984 | 1,579 | 1,545 | |||||||||||||||||||||||||||
| Noninterest expenses | 1,695 | 2,066 | 1,710 | 1,601 | 1,699 | |||||||||||||||||||||||||||
| Income taxes | 81 | (27) | 69 | 10 | (12) | |||||||||||||||||||||||||||
| Segment income | $ | 301 | $ | (126) | $ | 249 | $ | 21 | $ | (89) | ||||||||||||||||||||||
Total segment assets | $ | 13,648 | $ | 12,959 | $ | 14,296 | $ | 16,041 | $ | 17,970 | ||||||||||||||||||||||
Variable noninterest expense(1) | $ | 984 | $ | 1,229 | $ | 1,157 | $ | 880 | $ | 764 | ||||||||||||||||||||||
| Fixed noninterest expense | 711 | 837 | 553 | 721 | 935 | |||||||||||||||||||||||||||
| Full time employees | 48 | 46 | 43 | 42 | 45 | |||||||||||||||||||||||||||
| Small Business Specialty Lending Division | ||||||||||||||||||||||||||||||||
| Net interest income | $ | 1,019 | $ | 1,008 | $ | 1,022 | $ | 910 | $ | 1,228 | ||||||||||||||||||||||
| Provision for credit losses | 874 | 1,271 | 780 | 279 | 341 | |||||||||||||||||||||||||||
| Noninterest income | 2,039 | 2,096 | 2,145 | 1,691 | 3,312 | |||||||||||||||||||||||||||
| Noninterest expenses | 1,512 | 1,471 | 2,025 | 1,830 | 1,957 | |||||||||||||||||||||||||||
| Income taxes | 136 | 73 | 74 | 101 | 512 | |||||||||||||||||||||||||||
| Segment income | $ | 536 | $ | 289 | $ | 288 | $ | 391 | $ | 1,730 | ||||||||||||||||||||||
Total segment assets | $ | 95,968 | $ | 93,088 | $ | 90,905 | $ | 90,399 | $ | 105,956 | ||||||||||||||||||||||
| Full time employees | 31 | 31 | 34 | 35 | 34 | |||||||||||||||||||||||||||
| Total Consolidated | ||||||||||||||||||||||||||||||||
| Net interest income | $ | 25,865 | $ | 22,699 | $ | 22,385 | $ | 20,952 | $ | 20,472 | ||||||||||||||||||||||
| Provision for credit losses | 1,650 | 900 | 450 | 1,500 | 650 | |||||||||||||||||||||||||||
| Noninterest income | 11,047 | 10,091 | 10,098 | 9,044 | 10,309 | |||||||||||||||||||||||||||
| Noninterest expenses | 25,709 | 24,612 | 22,004 | 20,221 | 21,272 | |||||||||||||||||||||||||||
| Income taxes | 1,710 | 1,459 | 2,051 | 1,662 | 1,427 | |||||||||||||||||||||||||||
| Segment income | $ | 7,843 | $ | 5,819 | $ | 7,978 | $ | 6,613 | $ | 7,432 | ||||||||||||||||||||||
Total segment assets | $ | 3,735,401 | $ | 3,152,746 | $ | 3,115,617 | $ | 3,171,825 | $ | 3,109,782 | ||||||||||||||||||||||
| Full time employees | 526 | 460 | 467 | 443 | 455 | |||||||||||||||||||||||||||
(1) Variable noninterest expense includes commission based salary expenses and volume based loan related fees. | ||||||||||||||||||||||||||||||||
12
| Colony Bankcorp, Inc. | ||||||||||||||
| Consolidated Balance Sheets | ||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||
(dollars in thousands) | (unaudited) | (audited) | ||||||||||||
| ASSETS | ||||||||||||||
| Cash and due from banks | $ | 27,307 | $ | 26,045 | ||||||||||
| Interest-bearing deposits in banks and federal funds sold | 230,333 | 204,989 | ||||||||||||
| Cash and cash equivalents | 257,640 | 231,034 | ||||||||||||
| Investment securities available for sale, at fair value | 383,817 | 366,049 | ||||||||||||
| Investment securities held to maturity, at amortized cost | 386,618 | 430,077 | ||||||||||||
| Other investments | 19,176 | 17,694 | ||||||||||||
| Loans held for sale | 78,990 | 39,786 | ||||||||||||
| Loans, net of unearned income | 2,381,224 | 1,842,980 | ||||||||||||
| Allowance for credit losses | (23,014) | (18,980) | ||||||||||||
| Loans, net | 2,358,210 | 1,824,000 | ||||||||||||
| Premises and equipment | 37,045 | 37,831 | ||||||||||||
| Other real estate | 1,048 | 202 | ||||||||||||
| Goodwill | 63,873 | 48,923 | ||||||||||||
| Other intangible assets | 7,851 | 2,975 | ||||||||||||
| Bank owned life insurance | 68,457 | 57,970 | ||||||||||||
| Deferred income taxes, net | 19,582 | 21,891 | ||||||||||||
| Other assets | 53,094 | 31,350 | ||||||||||||
| Total assets | $ | 3,735,401 | $ | 3,109,782 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Liabilities: | ||||||||||||||
| Deposits: | ||||||||||||||
| Noninterest-bearing | $ | 526,803 | $ | 462,283 | ||||||||||
| Interest-bearing | 2,540,718 | 2,105,660 | ||||||||||||
Total deposits | 3,067,521 | 2,567,943 | ||||||||||||
| Federal Home Loan Bank advances | 194,972 | 185,000 | ||||||||||||
| Other borrowed money | 63,132 | 63,039 | ||||||||||||
| Accrued expenses and other liabilities | 33,856 | 15,125 | ||||||||||||
| Total liabilities | 3,359,481 | 2,831,107 | ||||||||||||
| Stockholders’ equity | ||||||||||||||
| Common stock, $1 par value; 50,000,000 shares authorized, 21,251,695 and 17,519,884 issued and outstanding, respectively | 21,252 | 17,520 | ||||||||||||
| Paid in capital | 228,577 | 168,353 | ||||||||||||
| Retained earnings | 160,584 | 140,369 | ||||||||||||
| Accumulated other comprehensive loss, net of tax | (34,493) | (47,567) | ||||||||||||
| Total stockholders’ equity | 375,920 | 278,675 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 3,735,401 | $ | 3,109,782 | ||||||||||
13
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||
Consolidated Statements of Income (unaudited) | ||||||||||||||||||||||||||
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
(dollars in thousands, except per share data) | ||||||||||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||||
| Loans, including fees | $ | 34,461 | $ | 28,473 | $ | 124,333 | $ | 111,675 | ||||||||||||||||||
| Investment securities | 4,543 | 5,158 | 19,436 | 20,974 | ||||||||||||||||||||||
| Deposits in banks and short term investments | 1,696 | 2,360 | 6,183 | 4,592 | ||||||||||||||||||||||
| Total interest income | 40,700 | 35,991 | 149,952 | 137,241 | ||||||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||||
| Deposits | 11,973 | 12,656 | 46,710 | 50,007 | ||||||||||||||||||||||
| Federal Home Loan Bank advances | 1,947 | 1,905 | 7,618 | 7,211 | ||||||||||||||||||||||
| Other borrowings | 915 | 958 | 3,723 | 3,947 | ||||||||||||||||||||||
| Total interest expense | 14,835 | 15,519 | 58,051 | 61,165 | ||||||||||||||||||||||
Net interest income | 25,865 | 20,472 | 91,901 | 76,076 | ||||||||||||||||||||||
| Provision for credit losses | 1,650 | 650 | 4,500 | 3,050 | ||||||||||||||||||||||
| Net interest income after provision for credit losses | 24,215 | 19,822 | 87,401 | 73,026 | ||||||||||||||||||||||
| Noninterest income: | ||||||||||||||||||||||||||
| Service charges on deposits | 2,664 | 2,302 | 9,695 | 9,365 | ||||||||||||||||||||||
| Mortgage fee income | 2,121 | 1,545 | 7,535 | 6,048 | ||||||||||||||||||||||
| Gain on sales of SBA loans | 1,376 | 2,622 | 5,372 | 9,242 | ||||||||||||||||||||||
| Loss on sales of securities | — | (401) | (1,039) | (1,835) | ||||||||||||||||||||||
| Interchange fees | 2,154 | 2,030 | 8,438 | 8,299 | ||||||||||||||||||||||
| BOLI income | 577 | 412 | 1,792 | 1,725 | ||||||||||||||||||||||
| Insurance commissions | 755 | 471 | 2,864 | 1,789 | ||||||||||||||||||||||
| Other | 1,400 | 1,328 | 5,623 | 4,742 | ||||||||||||||||||||||
Total noninterest income | 11,047 | 10,309 | 40,280 | 39,375 | ||||||||||||||||||||||
| Noninterest expense: | ||||||||||||||||||||||||||
| Salaries and employee benefits | 14,115 | 12,877 | 52,417 | 49,767 | ||||||||||||||||||||||
| Occupancy and equipment | 1,758 | 1,645 | 6,753 | 6,149 | ||||||||||||||||||||||
| Acquisition related | 1,331 | — | 2,063 | — | ||||||||||||||||||||||
| Information technology expenses | 2,903 | 2,491 | 10,652 | 8,978 | ||||||||||||||||||||||
| Professional fees | 1,019 | 539 | 3,507 | 2,825 | ||||||||||||||||||||||
| Advertising and public relations | 1,402 | 1,118 | 4,279 | 4,009 | ||||||||||||||||||||||
| Communications | 194 | 213 | 805 | 865 | ||||||||||||||||||||||
| Other | 2,987 | 2,389 | 12,070 | 10,241 | ||||||||||||||||||||||
Total noninterest expense | 25,709 | 21,272 | 92,546 | 82,834 | ||||||||||||||||||||||
| Income before income taxes | 9,553 | 8,859 | 35,135 | 29,567 | ||||||||||||||||||||||
| Income taxes | 1,710 | 1,427 | 6,882 | 5,699 | ||||||||||||||||||||||
| Net income | $ | 7,843 | $ | 7,432 | $ | 28,253 | $ | 23,868 | ||||||||||||||||||
| Earnings per common share: | ||||||||||||||||||||||||||
| Basic | $ | 0.42 | $ | 0.42 | $ | 1.59 | $ | 1.36 | ||||||||||||||||||
| Diluted | 0.42 | 0.42 | 1.59 | 1.36 | ||||||||||||||||||||||
| Dividends declared per share | 0.1150 | 0.1125 | 0.4600 | 0.4500 | ||||||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | 18,729,511 | 17,531,808 | 17,789,688 | 17,557,743 | ||||||||||||||||||||||
| Diluted | 18,729,511 | 17,531,808 | 17,789,688 | 17,557,743 | ||||||||||||||||||||||
14
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Quarterly Consolidated Statements of Income | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | ||||||||||||||||||||||||||||
(dollars in thousands, except per share data) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||||||||||
| Loans, including fees | $ | 34,461 | $ | 31,535 | $ | 30,361 | $ | 27,976 | $ | 28,473 | ||||||||||||||||||||||
| Investment securities | 4,543 | 4,518 | 5,148 | 5,227 | 5,158 | |||||||||||||||||||||||||||
| Deposits in banks and short term investments | 1,696 | 839 | 1,326 | 2,322 | 2,360 | |||||||||||||||||||||||||||
| Total interest income | 40,700 | 36,892 | 36,835 | 35,525 | 35,991 | |||||||||||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||||||||||
| Deposits | 11,973 | 11,332 | 11,632 | 11,773 | 12,656 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 1,947 | 1,909 | 1,889 | 1,873 | 1,905 | |||||||||||||||||||||||||||
| Other borrowings | 915 | 952 | 929 | 927 | 958 | |||||||||||||||||||||||||||
| Total interest expense | 14,835 | 14,193 | 14,450 | 14,573 | 15,519 | |||||||||||||||||||||||||||
Net interest income | 25,865 | 22,699 | 22,385 | 20,952 | 20,472 | |||||||||||||||||||||||||||
| Provision for credit losses | 1,650 | 900 | 450 | 1,500 | 650 | |||||||||||||||||||||||||||
| Net interest income after provision for credit losses | 24,215 | 21,799 | 21,935 | 19,452 | 19,822 | |||||||||||||||||||||||||||
| Noninterest income: | ||||||||||||||||||||||||||||||||
| Service charges on deposits | 2,664 | 2,640 | 2,219 | 2,172 | 2,302 | |||||||||||||||||||||||||||
| Mortgage fee income | 2,121 | 1,851 | 1,984 | 1,579 | 1,545 | |||||||||||||||||||||||||||
| Gain on sales of SBA loans | 1,376 | 1,411 | 1,550 | 1,035 | 2,622 | |||||||||||||||||||||||||||
| Loss on sales of securities | — | (1,039) | — | — | (401) | |||||||||||||||||||||||||||
| Interchange fees | 2,154 | 2,273 | 2,073 | 1,938 | 2,030 | |||||||||||||||||||||||||||
| BOLI income | 577 | 396 | 423 | 396 | 412 | |||||||||||||||||||||||||||
| Insurance commissions | 755 | 874 | 766 | 469 | 471 | |||||||||||||||||||||||||||
| Other | 1,400 | 1,685 | 1,083 | 1,455 | 1,328 | |||||||||||||||||||||||||||
Total noninterest income | 11,047 | 10,091 | 10,098 | 9,044 | 10,309 | |||||||||||||||||||||||||||
| Noninterest expense: | ||||||||||||||||||||||||||||||||
| Salaries and employee benefits | 14,115 | 13,532 | 12,865 | 11,905 | 12,877 | |||||||||||||||||||||||||||
| Occupancy and equipment | 1,758 | 1,732 | 1,683 | 1,580 | 1,645 | |||||||||||||||||||||||||||
| Acquisition related | 1,331 | 732 | — | — | — | |||||||||||||||||||||||||||
| Information technology expenses | 2,903 | 2,680 | 2,592 | 2,477 | 2,491 | |||||||||||||||||||||||||||
| Professional fees | 1,019 | 998 | 742 | 748 | 539 | |||||||||||||||||||||||||||
| Advertising and public relations | 1,402 | 1,130 | 942 | 805 | 1,118 | |||||||||||||||||||||||||||
| Communications | 194 | 218 | 188 | 205 | 213 | |||||||||||||||||||||||||||
| Other | 2,987 | 3,590 | 2,992 | 2,501 | 2,389 | |||||||||||||||||||||||||||
Total noninterest expense | 25,709 | 24,612 | 22,004 | 20,221 | 21,272 | |||||||||||||||||||||||||||
| Income before income taxes | 9,553 | 7,278 | 10,029 | 8,275 | 8,859 | |||||||||||||||||||||||||||
| Income taxes | 1,710 | 1,459 | 2,051 | 1,662 | 1,427 | |||||||||||||||||||||||||||
| Net income | $ | 7,843 | $ | 5,819 | $ | 7,978 | $ | 6,613 | $ | 7,432 | ||||||||||||||||||||||
| Earnings per common share: | ||||||||||||||||||||||||||||||||
| Basic | $ | 0.42 | $ | 0.33 | $ | 0.46 | $ | 0.38 | $ | 0.42 | ||||||||||||||||||||||
| Diluted | 0.42 | 0.33 | 0.46 | 0.38 | 0.42 | |||||||||||||||||||||||||||
| Dividends declared per share | 0.1150 | 0.1150 | 0.1150 | 0.1150 | 0.1125 | |||||||||||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 18,729,511 | 17,461,434 | 17,448,945 | 17,509,059 | 17,531,808 | |||||||||||||||||||||||||||
| Diluted | 18,729,511 | 17,461,434 | 17,448,945 | 17,509,059 | 17,531,808 | |||||||||||||||||||||||||||
15
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Quarterly Deposits Composition Comparison | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Noninterest-bearing demand | $ | 526,803 | $ | 442,142 | $ | 434,785 | $ | 449,818 | $ | 462,283 | ||||||||||||||||||||||
| Interest-bearing demand | 932,262 | 811,031 | 838,540 | 873,156 | 813,783 | |||||||||||||||||||||||||||
| Savings and money markets | 787,811 | 644,312 | 667,135 | 689,446 | 687,603 | |||||||||||||||||||||||||||
| Time over $250,000 | 239,175 | 192,545 | 193,427 | 189,466 | 185,176 | |||||||||||||||||||||||||||
| Other time | 581,470 | 494,299 | 422,343 | 420,645 | 419,098 | |||||||||||||||||||||||||||
| Total | $ | 3,067,521 | $ | 2,584,329 | $ | 2,556,230 | $ | 2,622,531 | $ | 2,567,943 | ||||||||||||||||||||||
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Quarterly Deposits by Location Comparison | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Augusta | $ | 18,387 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||
| Florida | 157,056 | — | — | — | — | |||||||||||||||||||||||||||
| Coastal Georgia | 141,013 | 127,587 | 138,838 | 142,230 | 145,828 | |||||||||||||||||||||||||||
| Middle Georgia | 262,075 | 259,934 | 277,880 | 283,149 | 279,360 | |||||||||||||||||||||||||||
| Atlanta and North Georgia | 335,762 | 315,822 | 344,329 | 333,845 | 318,927 | |||||||||||||||||||||||||||
| South Georgia | 1,431,775 | 1,205,891 | 1,203,732 | 1,249,192 | 1,217,433 | |||||||||||||||||||||||||||
| West Georgia | 326,054 | 341,056 | 325,946 | 335,438 | 337,818 | |||||||||||||||||||||||||||
| Brokered deposits | 131,906 | 130,000 | 59,494 | 59,499 | 59,499 | |||||||||||||||||||||||||||
| Reciprocal deposits | 263,493 | 204,039 | 206,011 | 219,178 | 209,078 | |||||||||||||||||||||||||||
| Total | $ | 3,067,521 | $ | 2,584,329 | $ | 2,556,230 | $ | 2,622,531 | $ | 2,567,943 | ||||||||||||||||||||||
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Quarterly Loan Comparison | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Core | $ | 1,885,200 | $ | 1,935,648 | $ | 1,887,456 | $ | 1,808,879 | $ | 1,720,444 | ||||||||||||||||||||||
| Purchased | 496,024 | 101,408 | 106,124 | 112,384 | 122,536 | |||||||||||||||||||||||||||
| Loans, net of unearned income | $ | 2,381,224 | $ | 2,037,056 | $ | 1,993,580 | $ | 1,921,263 | $ | 1,842,980 | ||||||||||||||||||||||
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Quarterly Loans by Composition Comparison | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Construction, land & land development | $ | 302,512 | $ | 240,819 | $ | 238,078 | $ | 208,872 | $ | 205,046 | ||||||||||||||||||||||
| Other commercial real estate | 1,249,720 | 1,064,984 | 1,059,149 | 1,052,967 | 990,648 | |||||||||||||||||||||||||||
| Total commercial real estate | 1,552,232 | 1,305,803 | 1,297,227 | 1,261,839 | 1,195,694 | |||||||||||||||||||||||||||
| Residential real estate | 459,549 | 377,058 | 356,515 | 345,521 | 344,167 | |||||||||||||||||||||||||||
| Commercial, financial & agricultural | 218,532 | 213,274 | 212,872 | 213,355 | 213,910 | |||||||||||||||||||||||||||
| Consumer and other | 150,911 | 140,921 | 126,966 | 100,548 | 89,209 | |||||||||||||||||||||||||||
| Loans, net of unearned income | $ | 2,381,224 | $ | 2,037,056 | $ | 1,993,580 | $ | 1,921,263 | $ | 1,842,980 | ||||||||||||||||||||||
16
| Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||
| Quarterly Loans by Location Comparison | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||
| Alabama | $ | 47,971 | $ | 48,351 | $ | 50,856 | $ | 52,183 | $ | 45,365 | ||||||||||||||||||||||
| Florida | 236,810 | 26,061 | 24,562 | 19,490 | 13,135 | |||||||||||||||||||||||||||
| Augusta | 85,072 | 92,988 | 95,246 | 91,758 | 76,492 | |||||||||||||||||||||||||||
| Coastal Georgia | 358,271 | 263,763 | 253,177 | 230,242 | 224,609 | |||||||||||||||||||||||||||
| Middle Georgia | 121,276 | 120,601 | 125,435 | 130,302 | 121,059 | |||||||||||||||||||||||||||
| Atlanta and North Georgia | 456,593 | 463,007 | 445,921 | 441,323 | 427,046 | |||||||||||||||||||||||||||
| South Georgia | 462,085 | 403,192 | 408,954 | 398,295 | 384,907 | |||||||||||||||||||||||||||
| West Georgia | 174,626 | 172,688 | 168,968 | 168,851 | 169,699 | |||||||||||||||||||||||||||
| Small Business Specialty Lending | 84,928 | 84,999 | 81,242 | 79,517 | 81,636 | |||||||||||||||||||||||||||
| Consumer Portfolio Mortgages | 263,385 | 270,941 | 262,846 | 251,816 | 250,555 | |||||||||||||||||||||||||||
| Marine/RV Lending | 88,852 | 88,968 | 75,649 | 55,033 | 46,941 | |||||||||||||||||||||||||||
| Other | 1,355 | 1,497 | 724 | 2,453 | 1,536 | |||||||||||||||||||||||||||
| Loans, net of unearned income | $ | 2,381,224 | $ | 2,037,056 | $ | 1,993,580 | $ | 1,921,263 | $ | 1,842,980 | ||||||||||||||||||||||
17
Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||||||||
| Classified Loans | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
(dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||||||||
| $ | # | $ | # | $ | # | $ | # | $ | # | |||||||||||||||||||||||||||||
| Construction, land & land development | $ | 1,438 | 10 | $ | 1,644 | 8 | $ | 126 | 4 | $ | 126 | 4 | $ | — | — | |||||||||||||||||||||||
| Other commercial real estate | 22,871 | 52 | 12,973 | 45 | 16,687 | 48 | 18,578 | 51 | 13,367 | 38 | ||||||||||||||||||||||||||||
| Residential real estate | 6,115 | 92 | 1,503 | 75 | 1,222 | 73 | 1,670 | 76 | 1,265 | 83 | ||||||||||||||||||||||||||||
| Commercial, financial & agricultural | 9,857 | 109 | 7,947 | 90 | 7,071 | 64 | 6,077 | 58 | 5,407 | 70 | ||||||||||||||||||||||||||||
| Consumer and other | 200 | 34 | 116 | 27 | 6 | 25 | 2 | 25 | 64 | 22 | ||||||||||||||||||||||||||||
| TOTAL | $ | 40,481 | 297 | $ | 24,183 | 245 | $ | 25,112 | 214 | $ | 26,453 | 214 | $ | 20,103 | 213 | |||||||||||||||||||||||
| Classified loans to total loans | 1.70 | % | 1.19 | % | 1.26 | % | 1.38 | % | 1.09 | % | ||||||||||||||||||||||||||||
Colony Bankcorp, Inc. | ||||||||||||||||||||||||||||||||||||||
| Criticized Loans | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
(dollars in thousands) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | Fourth Quarter | |||||||||||||||||||||||||||||||||
| $ | # | $ | # | $ | # | $ | # | $ | # | |||||||||||||||||||||||||||||
| Construction, land & land development | $ | 17,605 | 13 | $ | 14,393 | 12 | $ | 2,207 | 10 | $ | 4,028 | 11 | $ | 2,865 | 9 | |||||||||||||||||||||||
| Other commercial real estate | 40,073 | 71 | 24,934 | 60 | 30,034 | 69 | 28,869 | 70 | 32,077 | 65 | ||||||||||||||||||||||||||||
| Residential real estate | 11,515 | 99 | 6,528 | 81 | 7,224 | 79 | 8,289 | 83 | 5,504 | 89 | ||||||||||||||||||||||||||||
| Commercial, financial & agricultural | 15,197 | 120 | 14,403 | 99 | 15,212 | 85 | 14,501 | 82 | 8,877 | 76 | ||||||||||||||||||||||||||||
| Consumer and other | 331 | 35 | 247 | 28 | 137 | 26 | 136 | 26 | 64 | 22 | ||||||||||||||||||||||||||||
| TOTAL | $ | 84,721 | 338 | $ | 60,505 | 280 | $ | 54,814 | 269 | $ | 55,823 | 272 | $ | 49,387 | 261 | |||||||||||||||||||||||
| Criticized loans to total loans | 3.56 | % | 2.97 | % | 2.75 | % | 2.91 | % | 2.68 | % | ||||||||||||||||||||||||||||
18
INVESTOR PRESENTATION Fourth Quarter 2025
2 CAUTIONARY STATEMENTS This presentation contains “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, certain statements may be contained in Colony Bankcorp, Inc.’s (the “Company” or “Colony”) future filings with the Securities and Exchange Commission (the “SEC”), in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to: (i) projections and/or expectations of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; (iv) statements regarding growth strategy, capital management, liquidity and funding, and future profitability; (v) statements relating to the timing, benefits, costs, and synergies of the recently completed acquisition of TC Bancshares, Inc. (“TC Bancshares”) (the “Merger”), and (vi) statements of assumptions underlying such statements. Words such as “may”, “will”, “anticipate”, “assume”, “should”, “support”, “indicate”, “would”, “believe”, “contemplate”, “expect”, “estimate”, “continue”, “further”, “plan”, “point to”, “project”, “could”, “intend”, “target” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: the impact of current and future economic conditions, particularly those affecting the financial services industry, including the effects of declines in the real estate market, tariffs or trade wars (including the resulting reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, and decreased demand for other banking products and services), high unemployment rates, inflationary pressures, changes in interest rates (including the impact of prolonged elevated interest rates on our financial projections and models) and slowdowns in economic growth, as well as the financial stress on borrowers as a result of the foregoing; the risk of reductions in benchmark interest rates and the resulting impacts on net interest income; potential impacts of adverse developments in the banking industry highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto; risks arising from negative media coverage and perceived instability in the banking industry; risks arising from perceived instability in the banking sector; the risks of changes in interest rates and their effects on the level, cost, and composition of, and competition for, deposits, loan demand and timing of payments, the values of loan collateral, securities, and interest sensitive assets and liabilities; the ability to attract new or retain existing deposits, to retain or grow loans or additional interest and fee income, or to control noninterest expense; the effect of pricing pressures on the Company’s net interest margin; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans and other real estate owned; changes in real estate values; the Company’s ability to implement its various strategic and growth initiatives; increased competition in the financial services industry, particularly from regional and national institutions, as well as from fintech companies; economic conditions, either nationally or locally, in areas in which the Company conducts operations being less favorable than expected; changes in the prices, values and sales volumes of residential and commercial real estate; developments in our mortgage banking business, including loan modifications, general demand, and the effects of judicial or regulatory requirements or guidance; legislation or regulatory changes which adversely affect the ability of the consolidated Company to conduct business combinations or new operations; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs, those related to credit card interest rates, and legislative, regulatory or supervisory actions related to so-called "de-banking," including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices; significant turbulence or a disruption in the capital or financial markets and the effect of a fall in the stock market prices on our investment securities; the effects of war or other conflicts, including civil unrest; general risks related to the Company's merger and acquisition activity, Including risks associated with
3 CAUTIONARY STATEMENTS integrating and realizing the expected financial benefits of previous or pending acquisitions, and the Company’s pursuit of future acquisitions; risks associated with the Merger, including (a) the risk that the cost savings and any revenue synergies may not be realized or take longer than anticipated to be realized, (b) disruption with customers, suppliers, employee or other business partners relationships, (c) the risk of successful integration of TC Bancshares' business into the Company, (d) the risk of successful integration of TC Bancshares’ business into the Company, (e) the reaction of each of the Company's and TC Bancshares' customers, suppliers, employees or other business partners to the Merger, (f) the risk that the integration of TC Bancshares' operations into the operations of the Company will be materially delayed or will be more costly or difficult that expected, (g) the timing and achievement of expected cost reductions following the Merger, and (h) the timing and achievement of the recovery of the reduction of tangible book value resulting from the Merger; general competitive, economic, political, and market conditions; the impact of emerging technologies, such as generative artificial intelligence; fraud or misconduct by internal or external actors, and system failures, cybersecurity threats or security breaches and the cost of defending against them; a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding debt ceiling and the federal budget; and general competitive, economic, political and market conditions or other unexpected factors or events. These and other factors, risks and uncertainties could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict. Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.
4 NON-GAAP FINANCIAL MEASURES Statements included in this presentation include non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. The non-GAAP financial measures used in this presentation include the following: operating noninterest income, operating noninterest expense, operating net income, adjusted earnings per diluted share, operating return on average assets, operating return on average equity, tangible book value per common share, tangible equity to tangible assets, operating efficiency ratio, operating net noninterest expense to average assets and pre-provision net revenue. The most comparable GAAP measures are noninterest income, noninterest expense, net income, diluted earnings per share, return on average assets, return on average equity, book value per common share, total equity to total assets, efficiency ratio, net noninterest expense to average assets and net interest income before provision for credit losses, respectively. Operating noninterest income excludes loss on sales of securities. Operating noninterest expense excludes severance costs, acquisition-related expenses and loss related to wire fraud incident. Operating net income, operating return on average assets, operating return on average equity and operating efficiency ratio all exclude severance costs, acquisition-related expenses, loss on sales of securities, and loss related to wire fraud incident from net income, return on average assets, return on average equity and efficiency ratio, respectively. Operating net noninterest expense to average assets ratio excludes from net noninterest expense, severance costs, acquisition-related expenses, loss on sales of securities, and loss related to wire fraud incident. Acquisition-related expenses includes fees associated with acquisitions and vendor contract buyouts. Severance costs includes costs associated with termination and retirement of employees. Adjusted earnings per diluted share includes the adjustments to operating net income. Tangible book value per common share and tangible equity to tangible assets exclude goodwill and other intangibles from book value per common share and total equity to total assets, respectively. Pre-provision net revenue is calculated by adding noninterest income to net interest income before provision for credit losses, and subtracting noninterest expense. Management uses these non-GAAP financial measures in its analysis of the Company's performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance, and if not provided would be requested by the investor community. The Company believes the non-GAAP measures enhance investors' understanding of the Company's business and performance. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Colony Bankcorp, Inc. performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Colony Bankcorp, Inc. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.
5 (1) Community bank defined as having less than $10.0 billion in total assets and providing a full suite of consumer and commercial products. Source: FDIC (Federal Deposit Insurance Corporation) • Georgia’s largest community bank by deposit market share(1) • $3.7 billion in assets as of December 31, 2025 • 37 locations in Georgia, 1 in Alabama and 5 in Florida • Diversified and scalable revenue streams • Proven history of consistent organic growth • Strong core deposit funding COMPANY PROFILE
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8 Name Position Years In Banking Years With Colony T. Heath Fountain Chief Executive Officer 25 7 R. Dallis "D" Copeland, Jr. President 33 4 Derek Shelnutt EVP, Chief Financial Officer 11 5 Edward "Lee" Bagwell EVP, Chief Risk Officer and General Counsel 22 22 Leonard H. "Lenny" Bateman EVP, Chief Credit Officer 29 6 Ed Canup EVP, Chief Banking Officer 43 3 Kimberly Dockery EVP, Chief of Staff 19 7 Daniel Rentz EVP, Chief Information Officer 18 18 Laurie Senn EVP, Chief Administrative Officer 23 5 Greg Eiford EVP, Chief Community Banking Officer 17 * *Joined Colony as part of the merger with TC Bancshares, Inc on December 1, 2025 EXECUTIVE LEADERSHIP TEAM
9 FOURTH QUARTER FINANCIAL HIGHLIGHTS • Operating net income(1) of $8.9 million • Fifth consecutive quarter of net interest margin expansion to 3.32% • Operating return on average assets(1) of 1.05% • Adjusted earnings per share(1) of $0.48 • Operating return on average equity(1) of 10.78% and return on average tangible equity(1) of 13.20% • Loans increased $344.2 million • Increase in total deposits of $483.2 million • 1.73% cost of deposits • Operating net noninterest expenses to average assets(1) of 1.58% • Tangible book value per common share(1) of $14.31 Reported Operating / Adjusted(1) Net Income ($mm) $7.84 $8.91 Earnings Per Share $0.42 $0.48 Return on Average Assets 0.93% 1.05% Return on Average Total Equity 9.49% 10.78% Return on Average Tangible Equity 11.63% 13.20% Net Interest Margin 3.32% 3.32% (1) Non-GAAP financial measure. See non-GAAP reconciliations within this presentation.
10 QUARTERLY FINANCIAL HIGHLIGHTS (1) Non-GAAP financial measure. See non-GAAP reconciliations within this presentation. $ in thousands, except per share data 4Q25 3Q25 4Q24 Net Income $7,843 $5,819 $7,432 Operating net income(1) $8,905 $8,230 $7,756 Earnings per share $0.42 $0.33 $0.42 Adjusted earnings per share(1) $0.48 $0.47 $0.44 Pre-Provision Net Revenue(1) $11,203 $8,178 $9,509 Operating Pre-Provision Net Revenue(1) $12,534 $11,201 $9,910 Return on average assets 0.93% 0.75% 0.95% Operating return on average assets(1) 1.05% 1.06% 0.99% Net interest margin 3.32% 3.17% 2.84% Operating net noninterest expense to average assets(1) 1.58% 1.48% 1.35% Tangible book value per common share(1) $14.31 $14.20 $12.95 • Increase in earnings led by another consecutive quarter of net interest margin expansion • Continued increase in core earnings per share • Core return on average assets steadily increasing • Consistent growth in tangible book value per common share(1) • Sustained operating efficiency by maintaining net noninterest expense to average assets below peer median
11 DELIVERING SHAREHOLDER VALUE Adjusted Earnings Per Share(1) $0.44 $0.38 $0.46 $0.47 $0.48 4Q24 1Q25 2Q25 3Q25 4Q25 (1) Non-GAAP financial measure. See non-GAAP reconciliations within this presentation. Operating Return on Average Assets(1) 0.99% 0.85% 1.02% 1.06% 1.05% 4Q24 1Q25 2Q25 3Q25 4Q25 Net Interest Margin 2.84% 2.93% 3.12% 3.17% 3.32% 4Q24 1Q25 2Q25 3Q25 4Q25 Tangible Equity to Tangible Assets(1) 7.42% 7.54% 7.81% 8.00% 8.30% 4Q24 1Q25 2Q25 3Q25 4Q25 Operating Net Income in millions(1) $7.8 $6.6 $8.0 $8.2 $8.9 4Q24 1Q25 2Q25 3Q25 4Q25
12 OBJECTIVES AND FOCUS • Achieve performance objectives in complementary lines of business • Maintain noninterest expense discipline to align with growth expectations • Achieve return on assets target of 1.20% • Focus on growing core deposits and customer relationships • Growing wallet share and revenue per customer using data advancements Short-Term Objectives Long-Term Objectives • 5 complementary lines of business > $1 million in net income • Improve efficiency through economies of scale • Return on assets in top quartile of peers • Continue to benefit from industry consolidation • Grow our customer base by 8 - 12% per year
13 ORGANIC GROWTH • Presence in dynamic growth markets of Atlanta, Augusta, Birmingham, Jacksonville, Tallahassee, the Florida Panhandle, and Savannah provides opportunity for above average growth • Second-tier MSA markets of Albany, Columbus, Macon, Valdosta, and Tifton have significant market share held by large regional and national banks, creating the opportunity for growth in market share • Smaller markets where Colony has stable deposits and significant market shares creates the opportunity to grow insurance, wealth management and other complementary lines of business • Industry consolidation is creating favorable opportunities for us to leverage our scale, strengthen market position, and drive disciplined growth. • Utilization of data improves the effectiveness of marketing and business development activity • Proactive calling effort by bankers, including executive and senior management, to develop new business and deepen relationships • Long term organic growth target of 8 - 12%
14 M&A STRATEGY • Colony seeks to benefit from industry consolidation and become the acquirer of choice in Georgia and contiguous states • 298 banks under $600 million • 87 banks between $600 million and $1.2 billion • Proactive outreach effort to generate opportunities • Management team with deep M&A experience
15 TC FEDERAL ACQUISITION • Expands in-state franchise with entry into Thomasville market and strengthens presence in coastal Georgia with complementary market overlap in Savannah MSA • Enhances Florida presence with full service entry into the dynamic, high-growth Tallahassee and Jacksonville markets, complementing Colony’s existing LPO operations • Enables cross-sell of noninterest income products, such as insurance, mortgage, merchant services, and credit cards, into TC Bancshares’ existing customer base and across new markets • Legal close occurred December 1st, 2025 • Core system conversion and customer integration scheduled for first quarter 2026
16 TC FEDERAL ACQUISITION - FINANCIAL HIGHLIGHTS • Total deal value $81.3 million • $13 million of goodwill created • Loan fair value marks $12.5 million, accreted into income over time • Core Deposit Intangible of $4.6 million • On track to achieve total cost savings of $5.6 million • TBV earnback expected to be less than 2.5 years compared to earlier modeling of less than 3.0 years Loans HFI fair value mark accretion Time-deposit mark amortization Core Deposit Intangible (CDI) amortization ~$2.7 million ~$133 thousand ~$833 thousand Projected 2026 Earnings Impact
17 EFFICIENCY AND SCALING • Focused on process improvement and ensuring it is easy to do business with Colony Bank • Hired a Director of Optimization with experience from a large regional bank to oversee process improvement and customer experience • Utilization of Robotic Process Automation ("RPA") and other innovative technology to improve the customer experience • Leveraging AI to streamline workflows, reduce manual processes, and scale operations efficiently • Implementation of cross functional teams to reduce friction and improve the customer experience • Building operational capacity in order to maintain efficiency through organic growth and M&A
18 INNOVATION AND DATA STRATEGY • Investing in Innovation: Participating in fintech funds that connect us with leading technology partners and emerging solutions shaping the future of banking • Expanding Through Fintech Partnerships: Partnering with innovative fintechs to deliver modern products and services that allow us to compete with regional and national banks • Building a Data-Driven Foundation: Implementing a data warehouse to unify information across the organization and deliver smarter, faster decisions • Turning Insights into Growth: Leveraging data and advanced analytics to deepen relationships and drive targeted market disruption campaigns • Enhancing the Customer Experience: Using technology to deliver greater convenience while maintaining the personal touch that defines us
19 COMPLEMENTARY LINES OF BUSINESS 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 (Dollars in thousands) Pre-tax Profit/ Loss Pre-tax Profit/ Loss Pre-tax Profit/ Loss Pre-tax Profit/ Loss Pre-tax Profit/ Loss Mortgage $ (101) $ 31 $ 317 $ (153) $ 382 SBSL 2,242 492 362 362 672 Marine/RV Lending 211 236 349 448 538 Merchant Services (10) (14) 25 99 116 Wealth Advisors 38 35 35 80 66 Insurance 68 66 67 94 (31) TOTAL $ 2,448 $ 846 $ 1,155 $ 930 $ 1,743
20 SMALL BUSINESS SPECIALTY LENDING GROUP (Dollars in millions) Production and Sales Volume $22.2 $15.4 $15.8 $28.4 $29.1$30.0 $12.1 $17.9 $18.2 $16.8 Production Sales 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 Loan Portfolio Breakdown - $84.9 million Construction 3% Commercial RE 50.9% Residential RE 12% Commercial, financial & agriculture 34.6%
21 MORTGAGE DIVISION (Dollars in millions) • Stable production and sales volumes relative to changing market rates • Remain focused on secondary market products and gain on sale of mortgage loans • Continue to adjust staffing levels, delivery models and product set to maintain profitability $76.9 $72.0 $94.9 $87.3 $89.5 $51.4 $55.9 $65.3 $65.1 $68.1 Production Sales 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 Production and Sales Volume
22 COLONY FINANCIAL ADVISORS Strong year over year growth in assets under management Total Assets Under Management (AUM) of $462 million as of December 31st, 2025, compared to $202 million as of December 31st, 2024 Year over year growth of Assets Under Management and Gross Dealer Commissions of 51% Experienced and knowledgeable team Our financial advisor team is well established and experienced, further strengthened by the recent addition of two seasoned advisors who bring deep client relationships and proven advisory expertise. Attractive opportunities for growth in key markets of Atlanta, Jacksonville, Savannah, and Tallahassee Investing in talent to drive long-term growth and performance Focused on attracting and recruiting top financial advisors to continue building a strong, experienced team that drives client growth, deepens relationships, and supports long-term business line performance.
23 COLONY INSURANCE • Premium rate increases have presented some retention challenges, though moderation in rate adjustments is expected in 2026 • Investment in both internal and external lead generation to support consistent growth • Bank referrals increased 20% in 2025, reflective of improved team coordination and a sales-focused culture Items In Force as of December 31st Premium In Force as of December 31st Annual Amortization of Customer Relationship Intangible 2025 2024 20,309 12,850 $34.4 million $18.7 million $351,000 $225,000
24 The current indicated annual rate is $0.48 per share, equating to a yield of 2.6%.(2) SHAREHOLDER FOCUSED DIVIDEND POLICY (1) The Board of Directors declared a dividend to be paid on its common stock on February 25, 2026, to shareholders of record as of the close of business on February 11, 2026. (2) Yield is based on closing stock price on January 26, 2026 of $18.59. Quarterly Dividend Payment $0.1075 $0.1100 $0.1125 $0.1150 $0.1200 2022 2023 2024 2025 2026(¹)
25 CAPITAL RATIOS 9.5% 9.4% 9.6% 9.9% 10.8% 14.3% 13.8% 13.4% 13.4% 13.6% 17.1% 16.5% 16.1% 16.0% 16.0% 13.1% 12.6% 12.3% 12.4% 12.7% Tier One Leverage Ratio Tier One Ratio Total Risk-based Capital Ratio Common Equity Tier One Capital Ratio 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025
26 STRENGTH IN OUR LIQUIDITY POSITION Significant liquidity sources (dollars in millions) FRB Reserves $ 205.7 Other Cash and Due from Banks 50.4 Unencumbered Securities 369.3 FHLB Borrowing Capacity 747.0 Fed Fund Lines 143.0 FRB Discount Window 115.8 Total Liquidity Sources $ 1,631.2 $24.2 $24.2 $24.2 $24.2 $24.2 $38.8 $38.8 $38.9 $38.9 $38.9 $185.0 $185.0 $185.0 $185.0 $195.0 Trust Preferred Securities Subordinated Debentures FRB Discount Window FHLB Borrowings 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 Debt Funding* (dollars in millions) *Reported as of last day of each period As of December 31, 2025
27 35% 30% 31% 34% 30% Service Charges & Fees Mortgage Loans & Related Fees SBA & Related Fees Insurance Division Merchant Services Wealth Management Interchange Income Other Total Non Int. Income/Total Income 2021 2022 2023 2024 2025 0% 20% 40% 60% 80% 100% ANNUAL NONINTEREST INCOME MIX
28 33% 30% 31% 31% 30% Service Charges & Fees Mortgage Loans & Related Fees SBA & Related Fees Insurance Division Merchant Services Wealth Management Interchange Income Other Total Non Int. Income/Total Income 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 0% 25% 50% 75% 100% QUARTERLY NONINTEREST INCOME MIX
29 0.19% 0.32% 1.76% 2.42% 2.15% Noninterest-bearing Interest-bearing Savings/money market Time Cost of interest-bearing deposits 2021 2022 2023 2024 2025 ANNUAL DEPOSIT MIX AND PRICING
30 2.38% 2.22% 2.18% 2.14% 2.07% Noninterest-bearing Interest-bearing Savings/money market Time Cost of interest-bearing deposits 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 QUARTERLY DEPOSIT MIX AND PRICING
31 AVERAGE DEPOSIT BALANCE PER ACCOUNT $13.7 $13.2 $12.9 $13.2 $14.6 $20.4 $22.2 $21.5 $21.3 $22.9 $39.5 $39.1 $39.4 $38.4 $39.9 $51.2 $52.0 $52.8 $53.4 $55.8 Noninterest-bearing Interest-bearing Savings/money market Time 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 DEPOSIT BALANCE DATA • Commercial/business is 14.3% of accounts and represents 45.1% of total deposits balance • Consumer is 85.7% of accounts and represents 54.9% of total deposits balance As of December 31, 2025 (excludes brokered and reciprocal deposits) (Dollars in thousands)
32 DIVERSITY OF BUSINESS DEPOSIT BASE As of December 31, 2025 Public Administration 20.2% Construction 12.8% Educational Services 6.7% Real Estate and Rental and Leasing 11.6% Other Services(except Public Administration) 6.8% Health Care and Social Assistance 3.8% Agriculture, Forestry, Fishing and Hunting 3.9% Finance and Insurance 14.0% Management of Companies and Enterprises 1.4% Retail Trade 2.6% Manufacturing 4.8% Professional, Scientific, and Technical Services 4.6% Accommodation and Food Services 1.1% Wholesale Trade 1.8% Transportation and Warehousing 1.3% All other 2.6% As determined by customer provided NAICS Codes
33 LOAN PORTFOLIO BREAKDOWN As of December 31, 2025 $2,381.2 million Real Estate 84.5% Consumer and Other 6.3% Commercial 8.6% Agriculture 0.6% $2,011.8 million Multifamily real estate 5.3% Residential real estate 22.8% Construction 15.0% Farmland 3.5% Nonowner occupied real estate 33.0% Owner occupied real estate 20.4%
34 LOAN PORTFOLIO Net Credit Losses by Department/Product Bank-Internally Originated Third Party Originators-Upstart SBSL - 7a SBSL-Express/Flash/Lightning 4Q2024 1Q2025 2Q2025 3Q2025 4Q2025 $0 $250,000 $500,000 $750,000 $1,000,000 Loan Yields by Department/Product 5.73% 5.71% 5.85% 5.89% 5.84% 15.80% 15.59% 15.43% 15.16% 14.39% 10.40% 9.84% 9.84% 9.84% 8.54% 11.43% 10.94% 10.94% 10.89% 11.09% Bank-Internally Originated Third Party Originators-Upstart SBSL - 7a SBSL-Express/Flash/Lightning 4Q2024 1Q2025 2Q2025 3Q2025 4Q2025
35 LOAN PORTFOLIO (Dollars in millions) $39.6 $56.4 $49.8 $38.1 $34.7 $20.6 $31.5 $47.1 $34.8 $14.1 $8.2 $48.0 $24.7 $24.0 $18.9 Permanent NOO CRE Commercial, Construction and Development Residential Construction 4Q2024 1Q2025 2Q2025 3Q2025 4Q2025 Commercial Real Estate Production Residential Construction Loan Originations by Quarter $6.9 $11.9 $6.0 $6.6 $14.7 $32.7 $44.4 $43.8 $31.5 $20.0 Consumer Commercial 4Q2024 1Q2025 2Q2025 3Q2025 4Q2025 Organic Loan Growth $1,843 $1,921 $1,994 $2,037 $2,381 8.02% 7.72% 7.78% 7.83% 7.33% Organic Purchased Loans Weighted average rate on new & renewed loans 4Q2024 1Q2025 2Q2025 3Q2025 4Q2025
36 COMMERCIAL REAL ESTATE BY TYPE Retail 24% Multifamily 14% Office 18% Industrial & Warehouse 10% Hotel/Motel 13% Convenience Store 1% Daycare 3% Civic/Event Center 3% Mini-warehouse 8% Government Guaranteed:SBSL 1% Specialty and Other 5% Type Outstanding Balance Average Deal Size Retail $ 185,395 $ 1,334 Multifamily 106,039 1,262 Office 137,992 890 Industrial & Warehouse 73,916 1,137 Hotel/Motel 100,915 2,588 Convenience Store 10,500 808 Daycare 23,680 1,315 Civic/Event Center 25,486 2,317 Mini-warehouse 58,059 1,759 Government Guaranteed:SBSL 9,553 1,194 Specialty and Other 41,149 776 (Dollars in thousands) As of December 31, 2025
37 ACQUIRED LOANS • Fair value of loans acquired through TC Federal totaled $413 million as of the acquisition date • Expected weighted average yield of 6.89% on acquired loans post fair value marks • Early adoption of ASU 2025-08, which aligns acquired loan accounting with expected credit loss economics and reduces post-acquisition earnings volatility Construction 10.6% Farmland 0.5% Multifamily real estate 5.2% Owner occupied real estate 12.2% Nonowner occupied real estate 28.6% Residential real estate 37.5% Commercial 3.6% Consumer and other 1.8%
38 REPRICING SCHEDULE Quarterly Fiscal Year 2028 & (Dollars in millions) 1Q 2026 2Q 2026 3Q 2026 4Q 2026 2026 2027 Beyond Loan Maturity & Repricing Schedule: Fixed Rate Loans $ 75 $ 29 $ 42 $ 24 $ 170 $ 244 $ 976 Weighted Average Rate 6.48 % 5.35 % 6.06 % 5.02 % 5.95 % 5.16 % 5.76 % Adjustable & Variable Rate Loans $ 642 $ 15 $ 10 $ 27 $ 694 $ 41 $ 256 Weighted Average Rate 7.23 % 5.34 % 5.90 % 6.23 % 7.13 % 6.13 % 6.12 % Securities Principal Cash Flow and Rolloff Yield: Investments $ 27 $ 12 $ 17 $ 9 $ 65 $ 83 $ 622 Weighted Average Rate 3.11 % 3.42 % 2.97 % 2.92 % 3.10 % 2.01 % 2.46 %
39 INVESTMENT SECURITIES As of: Average Life Effective Duration Book Yield 12/31/2024 6.54 4.85 2.41% 3/31/2025 6.46 4.76 2.53% 6/30/2025 6.20 4.50 2.48% 9/30/2025 6.00 4.60 2.32% 12/31/2025 5.60 4.30 2.52% Other Portfolio Metrics Pre-tax Unrealized Losses on Securities (in millions) AFS/HTM Available for Sale HTM 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 —% 25% 50% 75% 100% $43.6 $38.6 $37.1 $31.5 $29.5 $47.0 $41.4 $40.5 $35.6 $32.4 AFS HTM 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 Current base case assumptions and modeling suggest principal and interest cash flow from the investment portfolio estimated to be between $15 million and $33 million per quarter for the next 4 quarters
40 INVESTMENT CONSIDERATIONS • Premier Southeast community bank located in growing markets • Core deposit funded with minimal reliance on wholesale funding • Diversified sources of revenue • Improving earnings outlook as new business lines and markets mature • Upside potential to tangible book value as unrealized losses recover • Deep leadership bench with a proven track record • Focused on scalability and efficiency • Investing in technology and leveraging data for revenue growth • Positioned to be the acquirer of choice in the Southeast
41 RECONCILIATION OF NON-GAAP MEASURES (dollars in thousands, except per share data) 2025 2024 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Operating noninterest income reconciliation Noninterest income (GAAP) $ 11,047 $ 10,091 $ 10,098 $ 9,044 $ 10,309 Loss on sales of securities — 1,039 — — 401 Operating noninterest income $ 11,047 $ 11,130 $ 10,098 $ 9,044 $ 10,710 Operating noninterest expense reconciliation Noninterest expense (GAAP) $ 25,709 $ 24,612 $ 22,004 $ 20,221 $ 21,272 Severance costs — — — — — Acquisition-related expenses (1,331) (732) — — — Loss related to wire fraud incident — (1,252) — — — Operating noninterest expense $ 24,378 $ 22,628 $ 22,004 $ 20,221 $ 21,272 Operating net income reconciliation Net income (GAAP) $ 7,843 $ 5,819 $ 7,978 $ 6,613 $ 7,432 Severance costs — — — — — Acquisition-related expenses 1,331 732 — — — Loss related to wire fraud incident — 1,252 — — — Loss on sales of securities — 1,039 — — 401 Income tax benefit (269) (612) — — (77) Operating net income $ 8,905 $ 8,230 $ 7,978 $ 6,613 $ 7,756 Weighted average diluted shares 18,729,511 17,461,434 17,448,945 17,509,059 17,531,808 Adjusted earnings per diluted share $ 0.48 $ 0.47 $ 0.46 $ 0.38 $ 0.44 Operating return on average assets reconciliation Return on average assets (GAAP) 0.93 % 0.75 % 1.02 % 0.85 % 0.95 % Severance costs — — — — — Acquisition-related expenses 0.15 0.10 — — — Loss related to wire fraud incident — 0.16 — — — Loss on sales of securities — 0.13 — — 0.05 Tax effect of adjustment items (0.03) (0.08) — — (0.01) Operating return on average assets 1.05 % 1.06 % 1.02 % 0.85 % 0.99 % Operating return on average equity reconciliation Return on average equity (GAAP) 9.49 % 7.80 % 11.14 % 9.63 % 10.71 % Severance costs — — — — — Acquisition-related expenses 1.62 0.98 — — — Loss related to wire fraud incident — 1.68 — — — Loss on sales of securities — 1.39 — — 0.58 Tax effect of adjustment items (0.33) (0.82) — — (0.11) Operating return on average equity 10.78 % 11.03 % 11.14 % 9.63 % 11.18 %
42 RECONCILIATION OF NON-GAAP MEASURES (dollars in thousands, except per share data) 2025 2024 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Operating return on average tangible equity reconciliation Return on average tangible equity 11.63 % 9.56 % 13.70 % 11.83 % 13.16 % Acquisition-related expenses 1.97 1.20 — — — Loss related to wire fraud incident — 2.06 — — — Loss on sales of securities — 1.71 — — 0.71 Tax effect of adjustment items (0.40) (1.01) — — (0.14) Operating return on average tangible equity 13.20 % 13.52 % 13.70 % 11.83 % 13.74 % Book value per common share (GAAP) $ 17.69 $ 17.31 $ 16.87 $ 16.41 $ 15.91 Effect of goodwill and other intangibles (3.38) (3.11) (3.14) (2.95) (2.96) Tangible book value per common share $ 14.31 $ 14.20 $ 13.73 $ 13.46 $ 12.95 Tangible equity to tangible assets reconciliation Equity to assets (GAAP) 10.06 % 9.59 % 9.43 % 9.05 % 8.96 % Effect of goodwill and other intangibles (1.76) (1.59) (1.62) (1.51) (1.54) Tangible equity to tangible assets 8.30 % 8.00 % 7.81 % 7.54 % 7.42 % Operating efficiency ratio calculation Efficiency ratio (GAAP) 69.65 % 75.06 % 67.74 % 67.41 % 69.11 % Acquisition-related expenses (3.61) (1.98) — — — Loss related to wire fraud incident — (3.38) — — — Loss on sales of securities — (2.81) — — (1.31) Operating efficiency ratio 66.04 % 66.89 % 67.74 % 67.41 % 67.80 % Operating net noninterest expense(1) to average assets calculation Net noninterest expense to average assets 1.73 % 1.86 % 1.52 % 1.44 % 1.40 % Acquisition-related expenses (0.15) (0.09) — — — Loss related to wire fraud incident — (0.16) — — — Loss on sales of securities — (0.13) — — (0.05) Operating net noninterest expense to average assets 1.58 % 1.48 % 1.52 % 1.44 % 1.35 % Pre-provision net revenue Net interest income before provision for credit losses $ 25,865 $ 22,699 $ 22,385 $ 20,952 $ 20,472 Noninterest income 11,047 10,091 10,098 9,044 10,309 Total income 36,912 32,790 32,483 29,996 30,781 Noninterest expense 25,709 24,612 22,004 20,221 21,272 Pre-provision net revenue $ 11,203 $ 8,178 $ 10,479 $ 9,775 $ 9,509 Operating pre-provision net revenue Net interest income before provision for credit losses $ 25,865 $ 22,699 $ 22,385 $ 20,952 $ 20,472 Operating noninterest income 11,047 11,130 10,098 9,044 10,710 Total operating income 36,912 33,829 32,483 29,996 31,182 Operating noninterest expense 24,378 22,628 22,004 20,221 21,272 Operating pre-provision net revenue $ 12,534 $ 11,201 $ 10,479 $ 9,775 $ 9,910 (1) Net noninterest expense is defined as noninterest expense less noninterest income.
