Colony Bankcorp Completes First Community Bank Asset Acquisition

Ticker: CBAN · Form: 8-K · Filed: Dec 1, 2025 · CIK: 711669

Sentiment: neutral

Topics: acquisition, asset-disposition, banking

TL;DR

Colony Bankcorp just bought assets from First Community Bank of Tifton, expanding its reach.

AI Summary

Colony Bankcorp, Inc. announced the completion of its acquisition of certain assets and assumption of certain liabilities of First Community Bank of Tifton on December 1, 2025. This strategic move is expected to enhance Colony Bankcorp's market presence and service offerings in the Tifton area.

Why It Matters

This acquisition expands Colony Bankcorp's footprint and customer base, potentially leading to increased revenue and market share in the Georgia banking sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent integration risks, potential for unforeseen liabilities, and market reception uncertainties.

Key Players & Entities

FAQ

What specific assets and liabilities were acquired from First Community Bank of Tifton?

The filing states that 'certain assets and assumption of certain liabilities' were acquired, but does not provide a detailed list within this 8-K.

What was the financial impact of this acquisition on Colony Bankcorp?

This 8-K filing does not disclose specific financial figures related to the acquisition's impact, such as the purchase price or projected earnings.

Are there any regulatory approvals mentioned for this transaction?

The filing implies the transaction is complete, suggesting necessary regulatory approvals have been obtained, but does not detail them.

What is the strategic rationale behind Colony Bankcorp acquiring these assets?

The filing suggests the acquisition is intended to enhance Colony Bankcorp's market presence and service offerings in the Tifton area.

When was the agreement to acquire these assets originally announced?

This 8-K filing reports the completion of the acquisition; the date of the initial agreement announcement is not provided here.

Filing Stats: 1,198 words · 5 min read · ~4 pages · Grade level 10.3 · Accepted 2025-12-01 08:35:37

Key Financial Figures

Filing Documents

01 Completion of Acquisition

Item 2.01 Completion of Acquisition or Disposition of Assets Effective December 1, 2025, Colony Bankcorp, Inc., a Georgia corporation ("CBAN" or the "Company") and the Company's wholly-owned subsidiary, Colony Bank, completed the previously announced merger (the "Merger") with TC Bancshares, Inc., a Georgia corporation ("TCBC"), and TCBC's wholly-owned subsidiary, TC Federal Bank. At the effective time of the Merger (the "Effective Time"), TCBC merged with and into CBAN, with CBAN as the surviving entity, and TC Federal Bank merged with and into Colony Bank, with Colony Bank as the surviving entity, pursuant to the terms and conditions of the Agreement and Plan of Merger by and among CBAN, Colony Bank, TCBC and TC Federal Bank, dated as of July 23, 2025 (the "Merger Agreement"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of TCBC common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of each TCBC shareholder, either (i) $21.25 in cash (the "Per Share Cash Consideration"), or (ii) 1.25 shares of the Company's common stock (the "Per Share Stock Consideration"), subject to customary proration and allocation procedures such that approximately 20% of TCBC shares were converted to cash consideration and the remaining 80% of TCBC shares were converted to CBAN common stock. At the Effective Time, each share of TCBC common stock subject to vesting restrictions under any TCBC stock plan that was outstanding immediately prior to the Effective Time fully vested and converted into the right to receive, as elected by the holder and subject to allocation procedures and applicable tax withholdings, either the Per Share Cash Consideration or the Per Share Stock Consideration. At the Effective Time, each option to purchase shares of TCBC common stock ("TCBC Option"), whether vested or unvested, were cancelled and converted into the right to receive a cash payment equ

01 Other Events

Item 8.01 Other Events On December 1, 2025, CBAN issued a press release announcing the completion of the Merger. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial statements of businesses acquired. Audited financial statements of TC Bancshares, Inc. and its consolidated subsidiaries as of and for the years ended December 31, 2024 and 2023, and the notes related thereto, as well as the related Independent Auditor's Reports, which are included in Exhibit 99.2 hereto and are incorporated herein by reference. Unaudited financial statements of TC Bancshares, Inc. and its consolidated subsidiaries as of and for the nine months ended September 30, 2025 and 2024, and the notes related thereto, which are included in Exhibit 99.3 hereto and are incorporated herein by reference. (b) Pro forma financial information. Unaudited pro forma combined financial information of Colony Bankcorp, Inc. and TC Bancshares, Inc. as of and for the year ended December 31, 2024 and as of and for the nine months ended September 30, 2025, and the notes related thereto, which are included in Exhibit 99.4 hereto and are incorporated herein by reference. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated July 23, 2025, by and between Colony Bankcorp, Inc. and TC Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Colony Bankcorp, Inc.'s Current Report on Form 8-K filed on July 23, 2025).* 23.1 Consent of Wipfli LLP (with respect to TC Bancshares, Inc.). 99.1 Press Release of Colony Bankcorp, Inc., dated December 1, 2025. 99.2 Audited consolidated

financial statements of TC Bancshares, Inc. as of and for the years ended December 31, 2024 and 2023

financial statements of TC Bancshares, Inc. as of and for the years ended December 31, 2024 and 2023. 99.3 Unaudited consolidated financial statements of TC Bancshares, Inc. as of and for the nine months ended September 30, 2025 and 2024. 99.4 Unaudited pro forma combined financial information of Colony Bankcorp, Inc. as of and for the year ended December 31, 2024 and as of and for the nine months ended September 30, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. 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: December 1, 2025 By: /s/ T. Heath Fountain T. Heath Fountain Chief Executive Officer

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