8-K/A
MetroCity Bankshares, Inc. (MCBS)
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:
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| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ 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.
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|---|---|---|
| | 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 |