8-K/A

MetroCity Bankshares, Inc. (MCBS)

8-K/A 2026-02-12 For: 2026-02-12
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026 (December 2, 2025)

METROCITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Georgia No. 001-39068 47-2528408
(State or other jurisdiction of<br>incorporation) (Commission File Number) (I.R.S. Employer<br>Identification No.)

5114 Buford Highway<br>Doraville , Georgia 30340
(Address of principal executive offices) (Zip Code)

( 770 ) 455-4989

(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
Common Stock, par value $0.01 per share MCBS The Nasdaq Stock Market LLC

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.  ◻

Explanatory Note

On December 2, 2025, MetroCity Bankshares, Inc. ("Metro City") filed a Current Report on Form 8-K (the "Original Report") to report under Item 2.01 thereof that after the close of business on December 1, 2025 (the "Effective Time"), Metro City completed its previously announced merger (the "Merger") with First IC Corporation ("First IC") pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2025, by and among Metro City, Metro City Bank, First IC and First IC Bank. At the effective time of the Merger, First IC merged with and into Metro City, with Metro City as the surviving corporation in the Merger. Immediately after the merger, First IC Bank merged with and into Metro City Bank, with Metro City Bank continuing as the surviving bank.

In response to Items 9.01(a) and 9.01(b) of the Original Report, Metro City stated that it would file the required historical financial statements of First IC and the pro forma financial information by amendment. This Amendment No. 1 to Metro City’s Current Report on Form 8-K is being filed to provide the required financial statements and pro forma financial information.

Item 9.01    Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The historical audited Consolidated Financial Statements of First IC for the years ended December 31, 2024 and 2023, which includes the Consolidated Balance Sheets as of December 31, 2024 and 2023, and the related Consolidated Statements of Operations, Statements of Comprehensive Income, Statements of Changes in Stockholders’ Equity and Statements of Cash Flows for the years December 31, 2024, 2023 and 2022, and the related Notes to the Consolidated Financial Statements, are filed herewith as Exhibit 99.1.

The historical unaudited consolidated financial statements of First IC as of and for the nine months ended September 30, 2025 are included within Exhibit 99.2 filed herewith.

(b)  Pro Forma Financial Information

Filed herewith as Exhibit 99.2 and incorporated by reference, are the unaudited pro forma condensed financial statements of Metro City as of and for the nine months ended September 30, 2025 and the year ended December 31, 2024.

(d) Exhibits

Exhibit No. ​ ​ ​ Description
23.1 Consent of McNair, McLemore, Middlebrooks & Co., LLC dated February 12, 2026.#
99.1 Historical Audited Consolidated Financial Statements of First IC Corporation at December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2024 (incorporated by reference to pages F-1 through F-29 of Metro City’s Form S-4/A (SEC File No. 333-287567), filed with the SEC on June 4, 2025).*
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements for the year ended December 31, 2024 and the nine months ended September 30, 2025, and the accompanying notes thereto.#
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________________

Filed herewith.

* Previously filed.

SIGNATURES

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.

METROCITY BANKSHARES, INC.<br><br>​
Date: February 12, 2026 By: /s/ Lucas Stewart
Lucas Stewart
Chief Financial Officer

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference on Form 8-K/A of MetroCity Bankshares, Inc. of our report dated March 31, 2025, relating to the consolidated financial statements of First IC Corporation and Subsidiary, appearing in the Registration Statement (File No. 333-287567) on Form S-4/A of MetroCity Bankshares, Inc.

/s/ McNair, McLemore, Middlebrooks & Co., LLC

Macon, Georgia

February 12, 2026

Exhibit 99.2

UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

After the close of business on December 1, 2025, MetroCity Bankshares, Inc. (“Metro City”) (NASDAQ Global Select Market: MCBS) completed the acquisition of First IC Corporation, a Georgia corporation (“First IC”), pursuant to an Agreement and Plan of Reorganization, dated as of March 16, 2025 (the “Reorganization Agreement”), by and among Metro City, Metro City Bank, a Georgia state-chartered bank and wholly owned subsidiary of Metro City, First IC and First IC Bank, a Georgia state-chartered bank and wholly owned subsidiary of First IC. Pursuant to the Reorganization Agreement, First IC merged with and into Metro City, with Metro City as the surviving corporation (the “Merger”), and each share of First IC common stock outstanding was converted into the right to receive 0.3729 shares of Metro City's common stock and $12.20 in cash, with cash also to be paid in lieu of fractional shares. Total merger consideration payable to equity-holders consisted of approximately 3,384,066 shares of Metro City common stock and an aggregate of $111.9 million in cash, which included approximately $1.1 million in cash paid for stock option cancellations and $5,000 cash in lieu to fractional shares. The transaction is accounted for as an acquisition and accordingly, First IC assets and liabilities are recorded by Metro City at their fair market value as of December 1, 2025.

The following unaudited pro forma condensed combined financial information and notes present how the combined financial statements of Metro City and First IC may have appeared had the Merger been completed at the beginning of the periods presented. The unaudited pro forma condensed combined financial information reflects the impact of the Merger on the combined balance sheets and combined statements of income under the acquisition method of accounting with Metro City as the acquirer. Under the acquisition method of accounting, First IC assets and liabilities are recorded by Metro City at their fair market value as of the date that the Merger is completed. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 assumes the Merger was completed on that date. The unaudited condensed combined statement of income for the nine months ended September 30, 2025, and the year ending December 31, 2024 have been prepared as if the Merger was completed on January 1, 2024.

The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of Metro City, which are available on Metro City’s 2024 Annual Report on Form 10-K and the financial statements and related notes of First IC, which are incorporated into the Form 8-K/A as Exhibit 99.1.

The unaudited pro forma condensed combined financial information is presented for illustrative and informative purposes only and is not necessarily indicative or representative of the financial position or results of operations presented as of the date or for the periods indicated, or the results of operations or financial position that may be achieved in the future. In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that Metro City may achieve as a result of its acquisition of First IC, the costs to integrate the operations of Metro City and First IC or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Dollars in thousands, except per share data)

Unaudited
First IC Adjustments Footnotes Pro Forma
ASSETS:
Cash and cash equivalents 227,158 $ 139,004 $ (111,855) 2(a) $ 254,307
Investment securities 33,970 31,946 243 2(b) 66,159
Loans held for sale 237,682 14,114 251,796
Loans held for investment 2,960,436 1,035,940 (20,132) 2(c) 3,976,244
Allowance for credit losses (17,940) (12,433) 2,548 2(d) (27,825)
Loans less allowance for credit losses 2,942,496 1,023,507 (17,584) 3,948,419
Premises and equipment, net 17,836 6,799 5,497 2(e) 30,132
Operating lease right-of-use asset 7,712 6,637 1,021 2(f) 15,370
Foreclosed real estate, net 919 919
Goodwill 55,864 2(g) 55,864
Intangible assets 12,733 2(h) 12,733
Net deferred tax asset 4,284 2,101 (1,362) 2(i) 5,023
SBA/A loan servicing asset 6,988 4,243 (250) 2(j) 10,981
Bank owned life insurance 75,148 75,148
Federal Home Loan Bank stock 22,693 8,197 30,890
Accrued interest receivable 16,912 4,547 21,459
Other assets 35,665 1,934 37,599
Total assets 3,629,463 $ 1,243,029 $ (55,693) $ 4,816,799
LIABILITIES AND SHAREHOLDER'S EQUITY:
Noninterest-bearing deposits 544,439 $ 243,388 $ - $ 787,827
Interest-bearing deposits 2,148,645 675,706 528 2(k) 2,824,879
Total deposits 2,693,084 919,094 528 3,612,706
Federal Home Loan Bank advances 425,000 155,000 580,000
Operating lease liability 7,704 7,014 754 2(f) 15,472
Accrued interest payable 3,567 7,932 - 11,499
Other liabilities 54,220 6,453 105 2(l) 60,778
Total liabilities 3,183,575 1,095,493 1,387 4,280,455
Shareholder's Equity 445,888 147,536 (57,080) 2(m) 536,344
Total liabilities and shareholder's equity 3,629,463 $ 1,243,029 $ (55,693) $ 4,816,799
Common shares 25,537,746 9,075,519 (5,691,453) 28,921,812

All values are in US Dollars.

METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

For the Nine Months Ended September 30, 2025
Unaudited
Metro City First IC Adjustments Footnotes Proforma
Interest and dividend income:
Loans, including fees $ 152,164 $ 57,200 $ 2,873 3(a) $ 212,237
Investment securities 1,791 641 436 3(b) 2,868
Federal funds sold, interest-bearing cash and other investments 6,616 3,380 9,996
Total interest income 160,571 61,221 3,309 225,101
Interest expense:
Deposits 53,272 19,923 73,195
Federal Home Loan Bank advances 12,775 2,818 15,593
Total interest expense 66,047 22,741 88,788
Net interest income 94,524 38,480 3,309 136,313
Provision for credit losses (279) 1,421 1,142
Net interest income after provision for loan losses 94,803 37,059 3,309 135,171
Noninterest income:
Service charges on deposit accounts 1,556 1,759 3,315
Other service charges, commissions and fees 5,592 455 6,047
Gain on sale of loans 3,003 1,341 4,344
Loan servicing income, net 4,673 896 5,569
Other income 2,543 94 2,637
Total noninterest income 17,367 4,545 21,912
Noninterest expense:
Salaries and employee benefits 26,000 11,361 37,361
Occupancy and equipment 4,207 2,772 47 3(c) 7,026
Data processing 1,068 887 1,955
FDIC insurance premiums 1,183 405 1,588
Merger-related expenses 897 1,917 2,814
Other expenses 9,231 5,007 955 3(d) 15,193
Total noninterest expense 42,586 22,349 1,002 65,937
Income before provision for income taxes 69,584 19,255 2,307 91,146
Provision for income taxes 19,191 6,185 601 3(e) 25,977
Net income $ 50,393 $ 13,070 $ 1,706 $ 65,169
Basic Earnings Per Share $ 1.98 $ 1.44 $ 2.26
Diluted Earnings Per Share $ 1.96 $ 1.43 $ 2.24
Basic Average Shares 25,462,345 9,069,430 (5,685,364) 3(h) 28,846,411
Diluted Average Shares 25,735,688 9,154,582 (5,770,516) 3(h) 29,119,754

METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

For the Year Ended December 31, 2024
Unaudited
Metro City First IC Adjustments Footnotes Proforma
Interest and dividend income:
Loans, including fees $ 200,770 $ 74,435 $ 4,739 3(a) $ 279,944
Investment securities 546 882 580 3(b) 2,008
Federal funds sold, interest-bearing cash and other investments 11,597 8,611 20,208
Total interest income 212,913 83,928 5,319 302,160
Interest expense:
Deposits 80,060 29,520 (528) 3(c) 109,052
Federal Home Loan Bank advances 14,707 2,538 17,245
Total interest expense 94,767 32,058 (528) 126,297
Net interest income (expense) 118,146 51,870 5,847 175,863
Provision for credit losses 516 400 916
Net interest income (expense) after provision for loan losses 117,630 51,470 5,847 174,947
Noninterest income:
Service charges on deposit accounts 2,073 2,356 4,429
Other service charges, commissions and fees 6,848 570 7,418
Gain on sale of loans 4,859 3,807 8,666
Loan servicing income, net 6,691 2,320 9,011
Other income 2,592 221 2,813
Total noninterest income 23,063 9,274 32,337
Noninterest expense:
Salaries and employee benefits 33,207 15,039 48,246
Occupancy and equipment 5,524 3,653 60 3(d) 9,237
Data processing 1,293 1,093 2,386
FDIC insurance premiums 1,715 812 2,527
Merger-related expenses
Other expenses 11,640 7,447 1,273 3(e) 20,360
Total noninterest expense 53,379 28,044 1,333 82,756
Income before provision for income taxes 87,314 32,700 4,514 124,528
Provision for income taxes 22,810 8,000 1,177 3(f) 31,987
Net income $ 64,504 $ 24,700 $ 3,337 $ 92,541
Basic Earnings Per Share $ 2.55 $ 2.72 $ 3.23
Diluted Earnings Per Share $ 2.52 $ 2.70 $ 3.20
Basic Average Shares 25,283,345 9,068,699 (5,693,879) 3(g) 28,658,165
Diluted Average Shares 25,582,121 9,154,577 (5,779,757) 3(g) 28,956,941

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note **** 1. **** Merger **** Costs

Actual merger costs incurred for the nine months ended September 30, 2025 and twelve months ended December 31, 2024 are included in the pro forma financial statements. Estimated merger costs of $14.0 million (net of $2.9 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both Metro City and First IC are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows.

(Dollars in thousands)
Change of control contracts $ 4,046
Severance and Retention payments 575
Vendor and system contracts terminations 3,716
Professional and legal fees 3,931
Other acquisition related expenses 3,002
Pre-tax merger costs 15,270
Taxes (3,619)
Total merger costs $ 11,651

Note **** 2. **** Adjustments **** to **** the **** Unaudited **** Pro **** Forma **** Condensed **** Combined **** Balance **** Sheets

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined balance sheet as of September 30, 2025, as follows:

(a) Represents total cash consideration paid in conjunction with the merger.
(b) Adjustment to reflect acquired securities available for sale at their estimated fair value
--- ---
(c) Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity.
--- ---
(d) Adjustments to the allowance for credit losses include the following:
--- ---
--- --- ---
(Dollars in thousands)
Reversal of historical First IC's allowance for credit losses $ 12,433
Increase in allowance for credit losses for gross-up of estimated credit losses for purchased credit-deteriorated ("PCD") loans (2,028)
Increase in allowance for credit losses for gross-up of estimated credit losses for non-purchased credit-deteriorated ("Non-PCD") loans (7,857)
$ 2,548

(e) Adjustment to reflect bank premises and equipment values at their estimated fair values.
(f) Adjustment to reflect estimated fair value of right of use asset and lease liability related to operating lease agreements.
--- ---
(g) Adjustment to establish goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.
--- ---
(h) Adjustment to reflect $12.7 million of core deposit intangibles at the preliminary estimated fair value.
--- ---
(i) Adjustment to recognize net deferred tax assets associated with the fair value adjustments recorded in the merger.
--- ---
(j) Adjustment to reflect the estimated fair value of acquired SBA loan servicing rights.
--- ---
(k) Adjustment to reflect the estimated fair value of acquired time deposits.
--- ---
(l) Credit related reserve adjustment for acquired unfunded loan commitment balances.
--- ---

(m) Adjustments to shareholder’s equity:
--- --- ---
(Dollars in thousands)
To eliminate First IC's shareholder's equity $ (147,536)
To reflect issuance of Metro City common stock in merger 90,456
Total shareholder's equity adjustment $ (57,080)

Note 3. Adjustments to the Unaudited Pro Forma Condensed Statements of Income

Transaction accounting adjustments include the following adjustments related to the unaudited pro-forma combined income statements for the year ended December 31, 2024, and for the nine months ended September 30, 2025, as follows:

(a) Adjustment reflects the yield adjustment for interest income on loans.
(b) Adjustment reflects the accretable purchased discount on investment securities.
--- ---
(c) Adjustment reflects the yield adjustment for interest expense on time deposits.
--- ---
(d) Adjustments reflects the estimated net increase associated with the fair value adjustment for the acquired premises and equipment.
--- ---
(e) Adjustment reflects the net increase in amortization for the acquired core deposit intangible asset.
--- ---
(f) Adjustment represents income tax expense on the pro-forma adjustments as an estimated tax rate of 26.1%.
--- ---
(g) Adjustment to weighted-average shares of Metro City’s common stock outstanding to eliminate weighted-average shares of First IC common stock outstanding and to reflect the number of shares of Metro City’s common stock to be issued to holders of First IC common stock using an exchange ratio of 0.3729.
--- ---

Note 4. Calculation of Merger Consideration and Preliminary Purchase Price Allocation

Merger Consideration

The total merger consideration is calculated as follows:

(Dollars in thousands) As of December 1, 2025
Total fair value of Metro City common stock issued per Reorganization Agreement^(1)^ $ 90,456
Cash consideration paid per Reorganization Agreement 110,727
Obligation to settle outstanding First IC stock option awards 1,128
Total merger consideration $ 202,311

________________________

(1) Represents the fair value of 3,384,066 shares of Metro City common stock issued to First IC shareholders pursuant to the Reorganization Agreement. The fair value is based on the number of eligible shares of First IC common stock as of December 1, 2025 at a 0.3729 exchange ratio and Metro City’s closing stock price of $26.73 as of December 1, 2025, the last trading day prior to merger closing date.

Preliminary Purchase Price Allocation

The following table sets forth a preliminary allocation of the estimated merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of First IC, with the excess recorded to goodwill:

(Dollars in thousands) As of September 30, 2025
Total purchase consideration $ 202,311
First IC Net Assets at Fair Value
Assets:
Cash and cash equivalents 139,004
Investment securities 32,189
Loans held for sale 14,114
Loans held for investment 1,015,808
Allowance for credit losses (9,885)
Premises and equipment, net 12,296
Operating lease right-of-use asset 7,658
Core deposit intangible 12,733
SBA/USDA loan servicing asset 3,993
Other assets 15,417
Total assets to be acquired 1,243,327
Liabilities:
Deposits 919,622
Federal Home Loan Bank advances 155,000
Operating lease liability 7,768
Other liabilities 14,490
Total liabilities to be assumed 1,096,880
Net assets to be acquired 146,447
Preliminary Goodwill $ 55,864