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根据2026年10月20日向证券交易委员会提交的文件。

注册编号 333-299281

美国
证券交易委员会

华盛顿特区 20549

修订第2号
本表的

S-1表

根据1933年证券法的注册声明

乔治亚银行公司，有限公司

(根据其章程指定的注册人全名)

乔治亚

(成立或组织的州或其他司法管辖区)

\n 6022 \n

(主要标准行业分类代码编号)

\n 58-2382447 \n

(美国国税局雇主识别号码)

1776 年 Peachtree 街 NW，300 室，
亚特兰大，GA 30309
(866) 711-4530

(注册人的主要执行办公室地址，包括邮编和电话号码，包括地区代码)

巴托·摩根， Jr.
首席执行官
乔治亚银行公司，有限公司
1776 年 Peachtree 街 NW，300 室，
亚特兰大，GA 30309
(866) 711-4530

(服务代理人姓名、地址，包括邮编，以及电话号码，包括地区代码)

副本发送至：

詹姆斯·史蒂文斯
布伦娜·谢尔菲德
Troutman Pepper Locke LLP
600 Peachtree 街 NE，3000 室
亚特兰大，乔治亚 30308
(404) 885-3000

拟向公众出售的证券开始时间的近似日期：
本注册声明生效后尽快。

如果根据1933年证券法第415条以延迟或连续方式发行本表中注册的证券，请勾选以下方框：☒

如果本表用于根据证券法第462(b)条注册额外证券，请勾选以下方框并列出同一发行的先前有效注册声明的证券法注册声明编号。☐

如果本表是根据证券法第462(c)条提交的生效后修正案，请勾选以下方框并列出同一发行的先前有效注册声明的证券法注册声明编号。☐

如果本表是根据证券法第462(d)条提交的生效后修正案，请勾选以下方框并列出同一发行的先前有效注册声明的证券法注册声明编号。☐

\n 通过勾选方框表明注册人是大型加速申报者、加速申报者、非加速申报者、较小报告公司或新兴成长公司。请参见《证券交易法》第12b-2条中“大型加速申报者”、“加速申报者”、“较小报告公司”和“新兴成长公司”的定义。\n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n 大型加速申报者\n
\n

\n ☐ \n

\n 加速申报者\n
\n

\n ☐ \n

\n 非加速申报者\n
\n

\n ☒ \n

\n 较小报告公司\n
\n

\n ☒ \n

\n 新兴成长公司\n
\n

\n ☒\n

\n 如果是新兴成长公司，请通过勾选方框表明注册人是否选择不使用根据《证券法》第7(a)(2)(B)条提供的任何新修订的财务会计标准的延长过渡期。☐ \n

\n 注册人在此修订此注册声明，以在必要时延迟其生效日期，直至注册人提交进一步修订，明确说明此注册声明将在根据《证券法》第8(a)条的规定生效，或直至根据证券交易委员会根据该第8(a)条的规定确定的日期，此注册声明将生效。\n

\n 目录\n

\n 本初步招股说明书的信息不完整，可能会被更改。在向证券交易委员会提交的注册声明生效之前，我们可能无法，且已注册的股东可能也无法出售这些证券。本招股说明书不是出售这些证券的要约，也不是在任何不允许出售或要约的司法管辖区征求购买这些证券的要约。\n
\n

\n 初步招股说明书，截至2026年10月20日，仅供参考\n \n

\n 7,074,016 股\n

\n $\"[MISSING$ \n

\n 普通股\n

\n 本招股说明书涉及对乔治亚银行公司（一家乔治亚州公司，是乔治亚银行公司的控股公司，乔治亚银行公司是一家全资子公司和乔治亚州银行（“银行”））的股东在本招股说明书中所列的股东（“已注册股东”）所持有的最多7,074,016股有投票权的普通股（我们的“普通股”）的再销售进行注册。已注册股东出售的无投票权普通股（我们的“无投票权普通股”）在转让时将自动转换为普通股。\n

\n 与首次公开募股不同，已注册股东的股份再售并未由任何投资银行承销。已注册股东可根据其自行决定是否出售本招股说明书涵盖的普通股，且出售的范围和程度也可能各不相同。如果已注册股东在通过纳斯达克资本市场（“纳斯达克”）出售本招股说明书所列普通股时使用了经纪交易商，该经纪交易商可能会以折扣、让步或佣金的形式获得报酬。参见“发行计划”。如果已注册股东选择出售其普通股，我们不会从已注册股东出售普通股中获得任何收益。\n

\n 我们的普通股目前尚无公开交易市场。然而，我们的普通股在私人交易中已有有限的交易历史。2026年，我们普通股的2,298,970股主要和次要股份以每股30.00美元的价格在私募中售出。更多信息，请参见“我们股本的销售价格历史”。近期我们在私人交易中的普通股购买价格可能与纳斯达克上市的普通股开盘价或随后在纳斯达克的交易价格几乎没有或完全没有关系。因此，你不应过分依赖这些历史销售价格，因为它们可能与我们在纳斯达克的普通股公开价格存在重大差异。此外，我们的普通股在没有确定承诺承销的情况下在纳斯达克上市，可能会导致我们的普通股交易量和价格比如果我们的普通股最初在确定承诺承销的首次公开募股中上市时更加波动。\n

\n 在我们普通股在纳斯达克首次上市的当天，纳斯达克证券市场有限责任公司（“纳斯达克证券市场”）将开始接受，但不会执行开盘前的买入和卖出订单，并将根据此类接受的订单持续生成指示性当前参考价格（如下所述）。在10分钟的“仅显示”期间，市场参与者可以在纳斯达克证券市场系统中输入报价和订单，此类信息将与其它指示性不平衡信息一起，通过纳斯达克证券市场的NOII和BookViewer工具传达给Performance Trust Capital Partners, LLC（“Performance Trust”），即我们指定的财务顾问，负责与我们上市相关的其他事项，以及其他市场参与者。在“仅显示”期间结束后，将进入“预发行”阶段，在此期间，Performance Trust作为我们指定的财务顾问，将根据纳斯达克证券市场规则4120(c)(8)执行相关职能，并必须通知纳斯达克证券市场我们的股票已“准备好交易”。一旦Performance Trust通知纳斯达克证券市场我们的普通股已准备好交易，纳斯达克证券市场将根据其交易所规则计算我们普通股的当前参考价格。如果Performance Trust随后批准按当前参考价格进行交易，纳斯达克证券市场将根据纳斯达克证券市场规则4120(c)(8)进行价格验证测试。作为进行此类价格验证测试的一部分，如果需要修改价格区间，纳斯达克证券市场可以与Performance Trust协商，以选择新的价格区间，以便反复应用此类测试，直到验证测试产生一个在该区间内的价格。在完成此类价格验证检查后，将按照该价格执行已输入的适用订单，并在纳斯达克开始我们普通股的常规交易。根据纳斯达克证券市场交易所规则，“当前参考价格”意味着：(i) 可以匹配我们普通股最大数量的买入或卖出订单的单一价格；(ii) 如果根据条款(i)存在多个价格，则为使我们普通股无法匹配的订单数量最少的价格；(iii) 如果根据条款(ii)存在多个价格，则为订单中指定的价格（即客户在订单中指定的买入或卖出价格），该价格的普通股将保持未匹配（即不会被买入或卖出）；以及(iv) 如果根据条款(iii)存在多个价格，则由纳斯达克证券市场在与Performance Trust协商后确定的价格。Performance Trust仅在符合联邦证券法的反操纵条款（包括适用的法规M（如适用）或其下授予的适用救济）的范围内行使任何协商权利。公司或注册股东不会参与纳斯达克证券市场定价机制，包括任何延迟或继续交易的决定，也不会控制或影响Performance Trust在担任财务顾问时的职责。Performance Trust将主要基于成交量、时机和价格的考虑，决定我们的普通股何时准备好交易，并批准按当前参考价格进行交易。特别是，Performance Trust将主要根据开盘前的买入和卖出订单，决定在开盘交易中是否有合理的成交量交叉，从而确保足够的价格发现，以便在当前参考价格下开盘交易。更多信息，请参见“发行计划”。\n

\n 我们已申请将我们的普通股在纳斯达克上市，股票代码为“GBC”。此次发行取决于我们上市申请的批准。不能保证我们的纳斯达克上市申请会获得批准，也不能保证我们的普通股会在纳斯达克上市。如果我们的纳斯达克上市申请未获批准，或者我们决定无法在纳斯达克上市，我们将不会完成此次直接上市。我们预计我们的普通股将于2026年日左右在纳斯达克开始交易。\n

\n 根据美国联邦证券法的定义，我们是一家“新兴成长公司”和“较小的报告公司”，并受减少的上市公司报告要求的约束。\n

\n 投资我们的普通股涉及风险。请参阅第14

\n 美国证券交易委员会（“SEC”）、任何州证券或银行委员会、联邦存款保险公司（“FDIC””）、联邦储备系统理事会（“联邦储备”）或其他任何监管机构均未批准或否决这些证券，也未对本招股说明书的真实性或充分性进行审查。与此相反的任何陈述均为刑事犯罪。\n

\n 这些证券不是任何银行或储蓄机构的存款、储蓄账户或其他义务，也不受FDIC或其他政府机构的保险或担保，并且存在投资风险，包括可能损失全部投资金额的风险。\n

\n 招股书日期为，2026\n

\n 目录 \n

\n \n 第一部分 \n \n	\n \n 第页 \n \n
\n \n 关于本招股说明书 \n \n		\n ii\n
\n \n 招股说明书摘要 \n \n		\n 1\n
\n \n 历史财务信息摘要 \n \n		\n 8\n
\n \n 风险因素 \n \n		\n 14\n
\n \n 关于前瞻性声明的警示性说明 \n \n		\n 36\n
\n \n 募集资金的使用 \n \n		\n 38\n
\n \n 普通股的交易市场 \n \n		\n 39\n
\n \n 股息政策 \n \n		\n 40\n
\n \n 管理层讨论与分析财务状况和经营成果 \n \n		\n 41\n
\n \n 业务 \n \n		\n 84\n
\n \n 监督与监管 \n \n		\n 94\n
\n \n 管理层 \n \n		\n 107\n
\n \n 董事会 \n \n		\n 109\n
\n \n 高管和董事薪酬 \n \n		\n 116\n
\n \n 特定关系和关联方交易 \n \n		\n 124\n
\n \n 主要和注册股东 \n \n		\n 128\n
\n \n 股本描述 \n \n		\n 133\n
\n 可用于未来出售的股份 \n		\n 140\n
\n 我们股本的销售价格历史 \n		\n 142\n
\n 非美国持有人的美国联邦所得税重要考虑因素 \n		\n 143\n
\n 分配计划 \n		\n 147\n
\n 法律事项 \n		\n 150\n
\n 专家 \n		\n 150\n
\n 您可以找到额外信息的地方 \n		\n 150\n
\n 合并财务报表索引 \n		F-1

\n i\n
\n

关于本招股说明书

您应仅依据本招股说明书或我们授权向您提供的任何免费书面招股说明书中的信息。我们或任何注册股东均未授权任何人向您提供不同或额外的信息。我们或任何注册股东均不在任何不允许提供此类证券要约的司法管辖区提供这些证券的要约。您不应假定本招股说明书中的信息在本招股说明书封面日期以外的任何日期是准确的。自该日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。

除非本招股说明书中另有说明或上下文另有要求，本招股说明书中对“我们”、“我们”、“我们自己”、“公司”、“GBC”和“公司”的引用是指佐治亚银行公司，一家佐治亚州公司及其合并的全资银行子公司，佐治亚银行公司，一家佐治亚州银行。

本招股说明书描述了本次发行的具体细节以及由此发行的我们投票权普通股（我们的“普通股”）的条款和条件以及投资我们普通股的风险。由注册股东发行的我们非投票权普通股（我们的“非投票权普通股”）在转让时将自动转换为普通股。有关更多信息，请参阅题为“您可以找到额外信息的地方”的部分。

您不应将本招股说明书的内容视为法律、商业、投资或税务建议。您应咨询自己的顾问以获得此类建议，并在投资我们的普通股之前与他们讨论您应考虑的法律、税务、商业、财务及其他问题。

对于美国以外的投资者：我们或任何注册股东均未采取任何行动，允许在除美国以外的任何司法管辖区使用、持有或分发本招股说明书。在这些司法管辖区，为此目的采取行动是必要的。在美国以外地区获得本招股说明书的人必须了解并遵守有关注册股东发行的我们普通股的发行以及在美国以外地区分发本招股说明书的任何限制。

市场和行业数据

\n 在本招股说明书中有引用某些市场、行业和人口统计数据及其他信息。我们从各种独立的第三方行业来源和出版物获取了这些数据和信息。此类报告或其他第三方来源并非由公司或代表公司委托编制，其中包含的任何信息也并非为本招股说明书而准备或专门用于本招股说明书。从第三方来源获得或推导出的数据或信息中，不应将其视为建议。一些数据和其他信息也基于我们的诚信估算，这些估算来自于我们对外部调查和独立来源的审查。我们认为这些外部来源和估算可靠，但并未独立核实它们。有关我们市场地位的陈述是基于我们目前可获得的市场数据。尽管我们目前未发现本说明书所列的经济、就业、行业和其他市场数据中存在任何错误陈述，但这些估算涉及固有的风险和不确定性，并基于可能发生变化的假设。\n

\n 报告基础 \n

\n 本招股说明书中包含的某些货币金额、百分比和其他数字可能已进行四舍五入调整。因此，某些表格或图表中显示的总数可能不是其前面数字的算术总和，文本中表示的百分比可能不等于100%，或者在汇总时可能不是其前面百分比的算术总和。\n

\n 除非另有说明，本招股说明书中有关流通普通股股份数量的信息基于截至2026年9月30日的10,340,809股普通股和331,341股非投票普通股的流通情况，以及：\n

\n •\n
\n

\n 截至2026年9月30日，不包括146,463股普通股，这些股票可依据已发行的股票期权进行兑换（所有期权均可行权）；\n

\n •\n
\n

\n 截至2026年9月30日，不包括124,232股普通股，这些股票可依据已发行的124,232份限制性股票单位的未来行权而获得；\n

\n •\n
\n

\n 截至2026年9月30日，不包括529,722股普通股和非投票普通股，这些股票可依据已发行认股权证进行兑换（所有认股权证均可行权）；以及\n

\n ii\n
\n

\n 目录\n

\n •\n
\n

\n 截至2026年9月30日，不包括依据我们的递延薪酬计划（如下所述）可发行的176,777股普通股。\n

\n 商标 \n

\n 我们和我们银行的标志以及其他在本招股说明书中有提及并包含的商标归我们所有。仅为方便起见，我们在本招股说明书中提及我们的商标时未使用“®”、“SM”或“™”符号，但此类提及并不意味着我们不会根据适用法律 fullest 的权利主张我们对商标的权利。本招股说明书中提及的其他服务标志、商标和商号（如有）归其各自所有者所有，尽管为便于展示，我们可能不会使用“®”、“SM”或“™”符号来标识这些商标。\n

\n 作为新兴成长型公司和小型报告公司的含义\n

\n 由于我们在上一个财年的收入不足12.35亿美元，我们根据《2012年启动我们的商业创业法案》（“JOBS法案”）被认定为“新兴成长型公司”。新兴成长型公司可以利用减少的报告要求，并且可以免除某些其他重大要求，这些要求通常适用于上市公司。除其他因素外，作为新兴成长型公司，我们：\n

\n •\n
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\n 可以仅提供两年的经审计财务报表和两年的相关管理层讨论与分析财务状况和经营成果；\n

\n •\n
\n

\n 免除根据《2002年萨班斯-奥克斯利法案》（“萨班斯-奥克斯利法案”）规定，提供审计师对我们财务报告内部控制设计和运行有效性的意见的要求；\n

\n •\n
\n

\n 根据适用于小型报告公司的规则，可以提供较少的关于高管薪酬安排的披露信息，这意味着我们不需要包括薪酬讨论与分析以及有关我们高管薪酬的某些其他披露信息；以及\n

\n •\n
\n

\n 不需要就高管薪酬或金色降落伞安排举行非约束性咨询投票。\n

\n 除了上述豁免外，《JOBS法案》允许我们有更长的过渡期来遵守影响上市公司的新或修订的会计准则。我们已不可撤销地决定利用这一延长的过渡期，这意味着当一项准则被发布或修订，并且对上市公司和私营公司有不同的适用日期时，我们可以在私营公司采用新或修订的准则时采用该新或修订的准则。因此，我们的财务报表可能无法与按照非延迟方式遵守此类新或修订会计准则的上市公司的财务报表进行比较。\n

\n 我们将在以下最早发生的日期成为新兴成长型公司：(i) 在我们年总收入达到12.35亿美元或以上的财年结束时；(ii) 本次发行完成后的第五个周年财年结束时；(iii) 在过去三年中，我们发行的不可转换债务超过10亿美元的日期；以及(iv) 我们根据《1934年证券交易法》（“证券交易法”）被认定为“加速申报者”的日期。\n

\n 我们也是根据《交易法》第12b-2条定义的“较小报告公司”。较小报告公司可以利用与新兴成长公司相同的许多披露要求豁免，包括在定期报告和股东代理声明中减少有关高管薪酬的披露义务。我们将保持较小报告公司地位，直到（1）我们在某财年结束时的公开流通股价值超过2.5亿美元，或者（2）我们在最近一个财年的年收入超过1亿美元，并且公开流通股或公开流通量超过7亿美元。如果我们成为投资公司、资产支持发行人或非较小报告公司的母公司控股子公司，我们将不符合较小报告公司的资格。\n

\n 在本招股说明书中，我们已选择利用与财务报表和高管薪酬相关的披露要求的减少规定，并且只要我们符合资格，我们可能在未来的文件中选择利用其他减少的报告要求。因此，我们向股东提供的信息可能与其他您拥有权益的公开报告公司的信息不同。\n

\n iii\n
\n

\n 目录 \n

\n 招股说明书摘要 \n

\n 本摘要突出了本招股说明书中其他部分详细包含的选定信息。本摘要可能未包含您在投资我们的证券前应考虑的所有信息。在做出投资决策前，请仔细阅读整个招股说明书，包括题为“风险因素”和“管理层讨论与分析财务状况和经营成果”的部分以及我们的合并财务报表及其相关附注。本招股说明书中的某些陈述属于前瞻性声明。请参见“关于前瞻性声明的警示说明”。\n

\n 公司 \n

\n Georgia Banking Company, Inc. 是一家总部位于佐治亚州亚特兰大的银行控股公司。通过我们的银行子公司 Georgia Banking Company，我们向集中在佐治亚州亚特兰大-桑迪斯普林斯-罗斯威尔大都会统计区（“亚特兰大MSA”）的商业、专业人员、企业家和消费者提供广泛的商业银行业务、社区银行业务、私人银行业务、商业房地产银行业务、抵押贷款仓库和司库服务。截至2026年6月30日，公司总资产约为33亿美元，并通过10家全服务银行分行和3家贷款生产办事处在亚特兰大MSA内开展多元化贷款、存款和收费业务。\n

\n 我们认为，我们的成功在很大程度上是由一种差异化的关系银行模式驱动的，该模式结合了本地决策权、高级管理层的响应能力、人际关系和优质服务，以及与大型机构相关的金融产品、专业知识、技术和贷款能力。这种模式使我们能够满足中小企业的复杂财务需求，同时保持社区银行所定义的服务文化和可及性。我们通过一个旨在实现纪律性增长、关系深度和长期股东价值创造的平台，为亚特兰大都会区的客户提供服务。\n

\n 我们当前的战略是在2021年完成的一次转型性资本重组后确立的，由公司首席执行官巴托·摩根（Bartow Morgan, Jr.）领导，并得到了本地和机构投资者的混合支持。摩根先生此前曾于2001年至2018年担任Brand Group Holdings和The Brand Banking Company（“BrandBank”）的首席执行官和董事，并领导BrandBank从一家本地社区银行成长为总部位于亚特兰大都会区的最大的私营银行之一。\n

\n 摩根先生和其他一些志同道合的投资者在亚特兰大都会区发现了一个机会，即成立一家总部位于本地、总资产在20亿美元至100亿美元之间的银行，这是由于2015年至2018年间涉及该资产类别的银行并购活动数量众多。通过一笔1.25亿美元的私募发行和随后的一笔5500万美元的次级债务发行，公司在2021年筹集了约1.8亿美元资本（“资本重组”），并开始对特许经营权进行全面战略转型。自那时以来，我们从一家资产约为6.5亿美元的专业化机构，发展成为我们认为的佐治亚州顶级社区银行，截至2026年6月30日，资产约为33亿美元。\n

\n 自资本重组以来，我们扩大了市场影响力，加强了运营平台，增加了核心资金并多元化了资产负债表。显著进展包括：\n

\n •\n
\n

\n 在多个业务领域招募经验丰富的银行家，并提供具有吸引力的奖励和认可计划；\n

\n •\n
\n

\n 投资于技术和基础设施；\n

\n •\n
\n

\n 重塑品牌和营销策略；\n

\n •\n
\n

\n 扩展到亚特兰大都会区的有吸引力的子市场，并通过自2021年以来开设的7家新分行，拓宽了我们的产品能力；\n

\n •\n
\n

\n 资产从2021年的约6.5亿美元增长至2026年6月30日的约33亿美元，其中包括约26亿美元的贷款；\n

\n •\n
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\n 存款从2021年的约5.25亿美元增长至2026年6月30日的约28亿美元；\n

\n •\n
\n

\n 完成并整合了两项战略性的全银行收购；\n

\n •\n
\n

\n 建立了稳健的服务标准；和\n

\n 1\n
\n

\n 目录\n

\n •\n
\n

\n 被《亚特兰大日报-宪法报》连续三年评为最佳工作场所，并被Axios Atlanta评为一年的最佳工作场所（基于第三方研究公司的员工调查）。\n

\n 关键优势\n

\n 我们专注于成为服务于亚特兰大MSA地区中小企业的首选以关系为导向的商业银行。我们认为，这种专注帮助我们迅速增长并实现多元化，同时保持了强劲的信用质量和资本，这使我们能够产生持续的高质量收益。我们认为，我们产品能力的广度使我们能够竞争那些小型社区银行无法完全满足的复杂商业关系，而我们高质量、以关系为基础的服务使我们能够从更大的地区性和全国性机构中夺取市场份额。我们的关键优势包括：\n

\n 总部位于全国最具吸引力的银行业市场之一。我们相信，亚特兰大MSA是美国最具活力的大都会市场之一，由人口增长、企业创建、企业投资、创业活动和多元化的区域经济所支持。同时，银行业的整合减少了本地总部机构的数量，这些机构具备服务成长型公司的规模、人才和产品广度。从2009年第二季度到2025年第二季度，亚特兰大MSA的存款市场（不包括前五大存款持有者）增加了约343亿英镑。我们认为，这为总部位于亚特兰大MSA并专注于该地区的公司创造了有吸引力的机会。\n

\n 具备吸引和留住顶尖银行业人才的卓越能力。我们的战略核心之一是吸引希望获得以客户为中心的平台、本地决策支持和创业文化的经验丰富的银行家。该公司许多高级领导人在亚特兰大MSA内运营的高绩效银行中曾担任过领导职务。这些领导人和我们的客户经理在服务亚特兰大企业方面拥有丰富的经验，并与客户建立了长期关系。我们认为，银行业的持续整合和重组为我们市场中的优秀银行家提供了招聘机会。\n

\n 为未来增长而设计的可扩展平台。在过去五年中，我们已在人员、技术、资金服务基础设施、数字银行能力和运营支持职能方面进行了重大投资。我们认为，这些投资帮助我们创建了一个可扩展的平台，能够支持未来的增长，同时产生运营杠杆并提高盈利能力，使我们能够长期为客户提供服务，随着客户的发展和财务需求变得更加复杂。\n

\n 强劲的信用文化和风险管理。 ;强大的信用质量是我们文化的核心组成部分。我们认为我们的信用表现反映了严谨的承销理念、经验丰富的贷款人、基于关系的客户选择和持续的风险监督。我们以关系为中心的方法提供了对客户运营的深入了解，我们认为这有助于我们在经济周期中评估风险并管理投资组合表现。\n

\n 我们的战略 \n

\n 我们认为我们的主要优势使我们能够实现持续增长并推动长期股东价值创造。为了利用这些主要优势，我们采用以下策略：\n

\n 差异化的关系银行模式。 ;我们建立了一种以长期客户关系、本地决策和直接接触经验丰富的银行家和高级领导人为中心的文化。我们的银行家和信贷官员拥有有意义的本地授权，使我们能够根据每个客户的需求做出及时的决策并提供定制的解决方案。我们认为这种模式对需要复杂银行解决方案但仍希望获得响应迅速的服务和关系连续性的中小型企业尤其有价值。我们认为这种做法使我们区别于更大的竞争对手，并支持更强的客户保留率、推荐活动和关系深度。\n

\n 多元化的业务线。 ;我们的平台包括公司银行业务、社区银行业务、私人银行业务、公司房地产银行业务、抵押贷款仓库、资金服务和零售抵押贷款。这些互补的业务为贷款增长、存款生成、费用收入和客户获取提供了多种来源，同时支持整个业务线的更深层次关系。我们计划增长这些业务线，并适时增加其他业务以推动未来的资产负债表增长和盈利能力。\n

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\n 目录\n

\n 平衡且有纪律的增长战略。 ;我们的增长计划结合了有机扩张和有选择的战略收购。在有机增长方面，我们寻求加深现有的客户关系，扩展公司银行业务团队，发展专注的业务线，并渗透有吸引力的亚特兰大子市场。我们计划通过有选择地收购与我们关系导向文化相符的机构来补充这种有机增长。我们打算继续以有纪律的方式进行收购，只与提供有吸引力的市场份额、低成本存款资金和互补能力的机构合作。\n

\n 我们的发展机会 \n

\n 为什么是亚特兰大 \n

\n 我们将银行业务重点放在亚特兰大MSA（大都会统计区），我们认为这是美国最具吸引力的银行业市场之一，并为我们的长期增长战略提供了有力的基础。亚特兰大MSA拥有超过640万居民，是全国第六大都会区，该地区在2024年至2025年间增加了约64,400名居民。截至2025年6月30日的12个月内，该地区的总人口增长了约0.96%，超过了全国约0.52%的增长率，自2020年以来，大都会亚特兰大地区已增加了近40万居民。我们认为该地区的持续人口增长反映了其经济活力、相对的可负担性和生活质量，我们预计这些特点将继续为我们提供的银行服务产生需求。\n

\n 亚特兰大MSA的增长得到了多元化经济的支撑，该经济包括金融服务、科技、支付、医疗保健、物流、专业服务、消费品、制造和房地产。亚特兰大MSA的国内生产总值约为3850亿美元，这使其成为美国最大的都会经济体之一，该地区拥有美国最大的财富500强公司总部集中地之一。我们认为这种行业多样性减少了该地区对单一行业的依赖，并支持了深厚的、有韧性的商业银行业客户基础。与州和全国基准相比，亚特兰大MSA的家庭经济状况也较为有利，预计2026年的中位家庭收入约为95,900美元，高于佐治亚州的约83,400美元和全国的约86,700美元，预计从2026年到2031年，人口将增长约4.2%，高于全国平均的约2.6%。我们认为这些人口优势，包括以人口和经营企业数量衡量的市场规模及其历史和预期增长，为我们聚集客户和扩大资产负债表提供了有意义的机会。\n

\n 该地区还受益于哈茨菲尔德-杰克逊亚特兰大国际机场的存在，该机场支持商业活动、交通连接和整个东南部地区的持续投资。我们认为亚特兰大作为交通和物流枢纽的角色强化了其作为企业运营和小企业创立的磁石地位，这反过来又推动了对商业信贷、现金管理及存款服务的需求。尽管我们在该市场中与社区银行以及规模和资源远超我们的区域和全国性金融机构竞争，但我们认为亚特兰大MSA的规模和活力为一家本地主导的关系银行特许经营权提供了有意义的市场增长空间。\n

\n 我们市场的整合\n

\n 过去十年中，亚特兰大MSA的银行业格局因持续的行业整合而发生了变化，这显著减少了总部位于本地、总资产在20亿美元至100亿美元之间的银行数量。总部位于佐治亚州的银行数量从2000年的364家减少到2025年的139家，减少了约61.8%。我们认为，这种收缩在与公司在亚特兰大MSA运营的本地总部机构中尤为明显。我们认为这些机构消失的原因并不是市场太小或在萎缩，而是因为规模、不断上升的合规成本以及并购活动仍然是强大的整合力量。\n

\n 自2015年以来的一系列交易体现了这一趋势，因为几乎所有总部位于亚特兰大MSA、总资产在20亿美元至100亿美元之间的银行都已被收购、合并或在外地所有权下重新定位。值得注意的例子包括2016年奥扎克斯银行公司收购了社区与南方控股公司；2018年美洲银行公司收购了汉密尔顿州银行股份公司；收购了品牌集团控股公司，\n

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\n 目录\n

\n 2018年，Renasant Corporation（BrandBank母公司）收购了Inc.；2019年，Cadence Bancorporation收购了State Bank Financial Corporation；2019年，Ameris Bancorp收购了Fidelity Southern Corporation；2022年，SouthState Corporation收购了Atlantic Capital Bancshares, Inc.；2023年，The First Bancshares, Inc.收购了Heritage Southeast Bancorporation, Inc.；2025年，United Bankshares, Inc.收购了Piedmont Bancorp, Inc.。\n

\n 2015年6月30日，在大规模整合之前，总部位于当地的银行，总资产在20亿美元至100亿美元之间的银行持有约119亿美元的存款，占亚特兰大MSA总存款1461亿美元的8.15%。截至2025年6月30日，根据FDIC存款摘要的最新数据，亚特兰大MSA的存款市场总额约为2398亿美元，其中约1879亿美元，即约78.4%，由总资产超过100亿美元的银行机构持有。相比之下，总资产在20亿美元至100亿美元之间的本地相关银行仅持有约65亿美元的存款，占市场的2.71%。\n

\n 客户流失与可触及市场\n

\n 我们认为，亚特兰大MSA（大都会统计区）银行业的整合已经将一部分客户群体转移出去，这些客户以前依赖于总部位于亚特兰大MSA、资产规模在20亿美元至100亿美元之间的银行，而现在这些客户在大型全国性金融机构和小型社区银行中得不到充分服务。这一被转移的群体主要是小型到中型企业和专业人士、专业服务公司以及房地产开发商和投资者，他们重视本地决策、关系连续性和高级管理层的响应速度，但也需要更大的资产负债表规模、现金管理服务和专业信贷能力。我们认为，当一家本地总部的银行被更大的外地机构收购时，信贷决策、定价权限和关系管理往往会从本地市场转移出去，从而破坏这些客户重视的连续性。\n

\n 尽管它们提供广泛的产品组合，但我们认为大型全国性和超区域性银行往往无法复制亚特兰大企业所寻求的本地知识、速度和以关系为导向的银行合作。同时，我们相信亚特兰大MSA的小型社区银行通常缺乏满足更大、更复杂的中型市场关系所需的资产负债表规模、产品广度以及现金管理和支付能力。我们认为，这种动态在最大机构和最小机构之间造成了日益扩大的市场空白，正好是以往总部位于本地、总资产在20亿美元至100亿美元之间的银行所占据的领域。根据我们自身的经验和我们市场中类似机构的情况，我们认为我们已经从这些并购造成的市场错位中获益，并可能继续从中获益，因为客户在出售后选择转移其银行业务关系，而有经验的银行家则选择加入或已迁移到像我们这样的机构。\n

\n 我们认为这些因素为服务亚特兰大MSA的这一客户群体提供了重要的市场机会。这种机会进一步被亚特兰大MSA的快速增长所加剧，导致市场范围广泛，但并未得到充分服务。为了说明这一机会的规模，截至2025年6月30日，亚特兰大MSA的存款总额约为2398亿美元，而所识别的20亿美元至100亿美元的本地银行群体仅占其中约65亿美元，即约2.71%。在20亿美元至100亿美元资产范围内的亚特兰大MSA市场中，仅有七家机构，其中只有三家总部位于亚特兰大MSA，在更窄的30亿美元至50亿美元范围内，仅有两家本地拥有的机构运营——其中一家就是我们。我们认为，与整体存款市场的深度相比，这种稀缺性表明，由本地主导的中型平台的可触及机会是巨大的，并且明显大于我们目前的市场份额。我们正处于抓住这一机会的早期阶段。\n

\n 最近的收购\n

\n 2025年3月1日，我们完成了对Primary Bancshares Corporation（“Georgia Primary”）（Georgia Primary Bank的母公司）的收购，交易价值约为2710万美元，对价包括约18%的现金和82%的普通股。此次合并通过在富尔顿县和福赛斯县新增两家全服务分支机构，扩大了公司在亚特兰大都会区关键子市场的存在，同时增加了规模、存款和商业银行业务关系。在收购完成时，此次合并为银行增加了约3.411亿美元的总资产、2.548亿美元的贷款和3.014亿美元的存款。我们认为，这次合并对我们来说是一个关键的转折点，使我们能够利用现有的基础设施，同时迅速与合并后的客户群建立联系。\n

\n 4\n
\n

\n 目录\n

\n 此次合并对我们来说是一个关键的转折点，使我们能够利用现有的基础设施，同时迅速与合并后的客户群建立联系。\n

\n 2026年6月1日，我们完成了对Tandem Bancorp, Inc.（“Tandem”）（Tandem Bank的母公司）的收购，交易价值约为3550万美元，对价包括约30.4%的现金和69.6%的普通股。此次合并通过在德卡尔布县新增一家全服务分支机构，以及在切罗基县、德卡尔布县和格威内特县新增三家贷款生产办公室，扩大了公司在亚特兰大都会区的业务范围。在收购完成时，根据初步公允价值调整，此次合并为银行增加了约3.213亿美元的总资产、2.401亿美元的贷款和2.54亿美元的存款。我们认为，此次合并加强了我们为整个大都会亚特兰大地区客户提供服务的能力，同时增强了未来增长的机会。\n

\n 最新进展\n

\n 2026年6月17日，我们以每股30.00美元的价格，由Fortress Investment Group牵头，完成了7770万美元的普通股私募发行（“2026年6月私募发行”）。该交易吸引了众多机构投资者的广泛参与。我们计划将2026年6月私募发行中主要股份销售的净收益——总收益的一半——用于支持有机增长，加强我们的资本状况，并增强我们追求未来增长机会的战略灵活性。我们并未从销售股东出售的股份中获得任何收益。\n

\n 2026年8月12日，我们以每股30.00美元的价格，向个人合格投资者完成了122万美元的普通股私募发行（“2026年8月私募发行”）。我们发行了40,683股普通股。我们计划将2026年8月私募发行中主要股份销售的净收益用于支持有机增长，加强我们的资本状况，并增强我们追求未来增长机会的战略灵活性。\n

\n 2026年8月21日，我们完成了总额为5500万美元的6.75%固定利率转浮动利率次级债券的发行和销售，该债券将于2036年到期（“2036年债券发行”）。2036年债券发行中的次级债券设计为符合二级资本处理要求。2036年债券发行中的次级债券在五年内为固定利率，剩余五年为浮动利率。我们使用2036年债券发行中次级债券销售的净收益，用于赎回2021年5月发行的4.125%固定利率转浮动利率次级债券；根据相关规定，我们于2026年8月14日向这些现有次级债券的持有人发出赎回通知，据此，这些债券于2026年9月15日被赎回。\n

\n 与我们公司及我们普通股投资相关的风险 \n

\n 投资我们的普通股涉及重大风险和不确定性。在投资我们的普通股之前，投资者应仔细考虑本招股说明书中包含的所有信息，包括从第14页开始的“风险因素”部分中详细讨论的这些和其他风险。一些重大风险包括以下内容：\n

\n •\n
\n

\n 经济状况、地缘政治事务和金融市场变化及不稳定，包括经济活动收缩，可能会对我们的业务、经营成果和财务状况产生不利影响。\n

\n •\n
\n

\n 我们在亚特兰大都会统计区（Atlanta MSA）的地理集中度，如果与经济衰退状况结合，可能导致信用风险增加和非正常贷款水平上升，这可能对我们的经营成果和财务状况产生不利影响。\n

\n •\n
\n

\n 我们面临利率风险，这可能会影响我们的盈利能力。\n

\n •\n
\n

\n 平坦或倒挂的收益率曲线、收益率曲线形状的变化，或持续的利率波动可能会降低我们的净利息差，并对我们的贷款和投资组合产生不利影响。\n

\n •\n
\n

\n 我们在信用风险方面的决策可能不准确，我们的信用损失拨备可能不足，这可能对我们的业务、财务状况、经营成果和未来前景产生重大不利影响。\n

\n •\n
\n

\n 我们目前最大的贷款关系占我们持有待售贷款组合的显著比例。\n

\n •\n
\n

\n 我们在商业房地产贷款方面存在重大集中度，这使我们面临更高的信用风险，并可能增加监管审查并对我们增长施加潜在限制。\n

\n 5\n
\n

\n 目录\n

\n •\n
\n

\n 在贷款按借款人或抵押品的地点或行业集中时，我们可能面临更多的信用风险和更高的信用损失。\n

\n •\n
\n

\n 我们面临商户客户的信用风险，如果商户无法满足客户的退款要求，可能会导致重大财务损失。\n

\n •\n
\n

\n 我们在贷款活动中的环境责任风险。\n

\n •\n
\n

\n 流动性对我们商业模式至关重要，流动性不足或流动性成本上升可能会严重影响我们资助运营的能力，并危及我们的经营成果、财务状况和现金流量。\n

\n •\n
\n

\n 我们存款账户余额中超过FDIC保险限额的部分，在金融困境时期可能使我们面临更高的流动性风险。\n

\n •\n
\n

\n 我们面临着来自传统金融机构、金融科技公司、数字资产提供商和其他非银行竞争对手的激烈竞争，这可能对我们的增长和盈利能力产生不利影响。\n

\n •\n
\n

\n 我们的快速增长可能会给我们的基础设施、管理资源和内部控制带来压力，我们可能无法有效地管理增长。\n

\n •\n
\n

\n 我们可能无法克服任何过去或未来收购相关的整合和其他风险，这可能对实施我们的业务战略的能力产生不利影响。\n

\n •\n
\n

\n 我们提供的支付服务使我们面临与传统银行业务不同的运营、监管和竞争风险，未能跟上技术变革的步伐可能对我们的业务产生不利影响。\n

\n •\n
\n

\n 我们的零售抵押贷款仓库计划面临各种风险，这些风险可能对我们的经营成果和财务状况产生不利影响。\n

\n •\n
\n

\n 新业务线或新产品和服务可能使我们面临额外的风险。\n

\n •\n
\n

\n 我们的内部控制可能无效。\n

\n •\n
\n

\n 与金融科技、数字资产和稳定币相关的竞争和监管发展可能对我们的业务产生不利影响。\n

\n •\n
\n

\n 使用人工智能（“AI”）和机器学习（“ML”）技术使我们面临额外的风险，包括模型风险、监管不确定性以及潜在的偏见。\n

\n •\n
\n

\n 欺诈是我们的一大主要且日益严重的操作风险。\n

\n •\n
\n

\n 我们的业务连续性计划或数据安全系统可能证明是不足的，这可能导致网络攻击、其他数据或安全漏洞，或对我们业务造成重大中断或干扰，并对我们的经营成果产生负面影响。\n

\n •\n
\n

\n 涉及我们或我们商户的销售点系统的安全漏洞或系统故障可能导致重大监管罚款和诉讼。\n

\n •\n
\n

\n 我们依赖关键人员，包括我们的首席执行官，关键员工的流失可能对我们的业务产生不利影响。\n

\n •\n
\n

\n We rely on Independent Sales Organizations (“ISOs”) and Third-Party Payment Processors (“TPPPs”) to source merchants, which increases our exposure to compliance and operational failures. \n

\n •\n
\n

\n We are dependent upon outside third parties for the processing and handling of our records and data. \n

\n •\n
\n

\n We may be adversely affected by the soundness of other financial institutions. \n

\n •\n
\n

\n Our industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a materially adverse effect on our operations. \n

\n •\n
\n

\n Monetary policies and regulations of the Federal Reserve could have an adverse effect on our business, financial condition and results of operations. \n

\n •\n
\n

\n Federal and state banking agencies periodically conduct examinations of our business, including for compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such examinations may adversely affect us. \n

\n •\n
\n

\n We are subject to stringent capital requirements, which could have an adverse effect on our operations. \n

\n •\n
\n

\n We are subject to numerous laws and regulations designed to protect consumers, and failure to comply with these laws could lead to a wide variety of sanctions. \n

\n •\n
\n

\n We are subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential, or proprietary information of individuals could damage our reputation and otherwise adversely affect our business. \n

\n 6\n
\n

\n Table of Contents\n

\n •\n
\n

\n Our merchant acquiring services depend on our continued certification by, and registration with, Visa, Mastercard, and other payment networks. \n

\n •\n
\n

\n We are a bank holding company and are dependent upon the Bank for cash flow, and the Bank’s ability to make cash distributions is restricted. \n

\n •\n
\n

\n The Bank is our principal asset, and all of the Bank’s outstanding stock has been pledged to secure a line of credit to the Company from an unrelated lender. \n

\n •\n
\n

\n The Federal Reserve may require us to commit capital resources to support the Bank. \n

\n •\n
\n

\n We face a risk of noncompliance and enforcement action with the Bank Secrecy Act (“BSA”) and other anti-money laundering statutes and regulations. \n

\n •\n
\n

\n The Bank’s FDIC deposit insurance premiums and assessments may increase. \n

\n •\n
\n

\n Our risk management framework may not be effective in mitigating all risks inherent in our diverse business activities. \n

\n •\n
\n

\n Our listing differs significantly from an initial public offering conducted on a firm-commitment basis. \n

\n •\n
\n

\n The trading price of our common stock, upon listing on Nasdaq Capital Market (“Nasdaq”), may have little or no relationship to the historical sales prices of our capital stock in private transactions, and such private transactions have been limited. \n

\n •\n
\n

\n An active, liquid trading market for our common stock may not develop, and you may not be able to sell your common stock at or above your purchase price, or at all. \n

\n •\n
\n

\n The price of our common stock could be volatile. \n

\n •\n
\n

\n Purchasers of our common stock in the open market following this listing may be unable to trace their shares to this registration statement, which could limit their ability to bring claims under the Securities Act.\n

\n •\n
\n

\n The reduced disclosures and relief from certain other significant disclosure requirements that are available to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors. \n

\n •\n
\n

\n The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations. \n

\n •\n
\n

\n Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our board of directors (our “Board”). \n

\n •\n
\n

\n If equity research analysts do not publish research or reports about our business, or if they do publish such reports but issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline. \n

\n •\n
\n

\n If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline. \n

\n •\n
\n

\n A future issuance of stock could dilute the value of our common stock. \n

\n •\n
\n

\n Our common stock is subordinate to our existing and future indebtedness. \n

\n •\n
\n

\n We may issue shares of preferred stock in the future which adversely affect holders of our common stock and depress the price of our common stock. \n

\n •\n
\n

\n Our Articles of Incorporation and Bylaws, and certain banking laws applicable to us, could have an anti-takeover effect that decreases our chances of being acquired, even if our acquisition is in our shareholders’ best interests. \n

\n •\n
\n

\n An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment. \n

\n Corporate Information \n

\n We were incorporated in 1998 as a Georgia corporation. Our principal executive offices are located at 1776 Peachtree Street NW, Suite 300, Atlanta, GA 30309 and our telephone number at that address is (866) 711-4530. Our website address is www.georgiabanking.com. The information contained on our website is not a part of, or incorporated by reference into, this prospectus. \n

\n 7\n
\n

\n Table of Contents \n

\n SUMMARY HISTORICAL FINANCIAL INFORMATION \n

\n The summary consolidated statements of operations data for the six months ended June 30, 2026 and June 30, 2025 as well as the years ended December 31, 2025 and December 31, 2024 and the balance sheet data as of December 31, 2025 and December 31, 2024 and as of June 30, 2026 and June 30, 2025 are presented below. The summary consolidated statement of operations and balance sheet data for years ended and as of December 31, 2025 and December 31, 2024 have been derived from the audited financial statements of the Company included elsewhere in this prospectus. \n

\n The summary consolidated statement of operations for six months ended June 30, 2026 and June 30, 2025 and selected balance sheet data as of June 30, 2026 have been derived from the unaudited interim financial statements of the Company included elsewhere in this prospectus. The selected balance sheet data as of June 30, 2025 has been derived from our internal financial statements not included in this prospectus. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. Historical results for any prior period are not necessarily indicative of results to be expected in any future period. The below summary of consolidated financial and other data presented should be read in conjunction with the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus. \n

	\n \n As of and for the \n \n Six Months Ended \n \n June 30, \n \n			\n \n As of and for the \n \n Year Ended \n \n December 31,\n \n
\n \n (dollars in thousands, except per share amounts) \n \n	\n \n 2026\n \n			\n \n 2025 \n \n	\n \n 2025\n \n			\n \n 2024 \n \n
	\n \n (unaudited)\n \n
\n Income Statement Data:\n
\n \n Interest income \n \n		$	84,691			$	77,322		$	164,872	$	130,412
\n \n Interest expense \n \n			28,768				30,463			62,494		58,728
\n \n Net interest income \n \n		$	55,923			$	46,859		$	102,378	$	71,684
\n \n Provision for credit losses \n \n			2,208				3,171			4,521		8,321
\n \n Noninterest income \n \n			6,437				6,208			10,339		7,306
\n \n Noninterest expense \n \n			42,180				40,800			78,357		59,384
\n \n Income before tax expense \n \n		$	17,972			$	9,096		$	29,839	$	11,285
\n \n Income tax expense \n \n			4,676				2,365			7,759		2,829
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Adjusted net income(1)\n \n			15,903				11,580			27,062		8,456
\n \n Pretax pre-provision net revenue (PPNR)(2)\n \n			20,180				12,267			34,360		19,606
\n \n Pretax pre-provision adjusted net revenue (Adj. PPNR)(2)\n \n			23,703				18,820			41,092		19,606
\n Per Share Data:\n
\n \n Basic earnings per share \n \n		$	1.51			$	0.84		$	2.68	$	1.15
\n \n Adjusted basic earnings per share(3)\n \n		$	1.80			$	1.44		$	3.28	$	1.15
\n \n Diluted earnings per share \n \n		$	1.45			$	0.82		$	2.62	$	1.12
\n \n Adjusted diluted earnings per share(3)\n \n		$	1.74			$	1.40		$	3.21	$	1.12
\n \n Tangible book value per share(4)\n \n		$	24.36			$	21.01		$	23.03	$	21.14
\n \n Shares of common stock and non-voting common stock outstanding \n \n			10,609,235				8,439,081			8,444,343		7,358,356
\n \n Weighted average diluted shares \n \n			9,155,163				8,243,927			8,442,809		7,532,802

\n 8\n
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\n Table of Contents\n

	\n \n As of and for the \n \n Six Months Ended \n \n June 30, \n \n			\n \n As of and for the \n \n Year Ended \n \n December 31,\n \n
\n \n (dollars in thousands, except per share amounts) \n \n	\n \n 2026\n \n			\n \n 2025 \n \n	\n \n 2025\n \n			\n \n 2024 \n \n
	\n \n (unaudited)\n \n
\n Balance Sheet Data:\n
\n \n Total assets \n \n		$	3,262,344			$	2,598,616		$	2,702,332	$	2,263,623
\n \n Securities available-for-sale, at fair value \n \n			75,087				54,677			51,796		69,708
\n \n Loans held for investment, net unearned fees \n \n			2,089,860				1,726,373			1,724,934		1,312,293
\n \n Loans held for sale \n \n			500,560				518,239			505,360		498,227
\n \n Allowance for credit losses \n \n			(28,955)				(25,092)			(25,574)		(20,600)
\n \n Goodwill \n \n			9,732				4,809			4,809		—
\n \n Other intangible assets \n \n			10,477				5,964			5,656		—
\n \n Deposits \n \n			2,838,622				2,071,890			2,359,685		1,828,625
\n \n Federal Home Loan Bank advances \n \n			—				200,000			—		150,000
\n \n Other borrowings(5)\n \n			82,622				71,015			71,216		61,888
\n \n Tangible common equity(6)\n \n			258,450				177,409			194,449		155,528
\n \n Total shareholders’ equity \n \n			278,659				188,182			204,914		155,528

\n (1)\n
\n

\n We calculate adjusted net income as excluding items that are not part of core business operations, net of income taxes, which incorporate impacts to noninterest income and noninterest expense. This measure helps management and users of the financial statements to understand how core business operations are performing. Adjusted net income is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

\n (2)\n
\n

\n We calculate pretax pre-provision net revenue as income before tax expense plus the provision for credit losses. We calculate pretax pre-provision adjusted net revenue as income before tax expense plus provision for credit losses and merger expenses. Pretax pre-provision revenue and pretax pre-provision adjusted net revenue are non-GAAP financial measures. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

\n (3)\n
\n

\n We calculate basic and diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of common shares and fully diluted weighted-average number of common shares, respectively. Basic and diluted adjusted earnings per share are non-GAAP financial measures. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

\n (4)\n
\n

\n We calculate tangible book value per common share as total shareholders’ equity less goodwill and other intangibles, divided by the outstanding number of our shares of common stock and non-voting common stock at the end of the relevant period. Tangible book value per common share is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

\n (5)\n
\n

\n Other borrowings include subordinated notes, net and outstanding junior subordinated debentures. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liabilities — Other Borrowings” for more details. \n

\n (6)\n
\n

\n We calculate tangible common equity as total shareholders’ equity less goodwill and other intangibles. This is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

	\n \n As of and for the \n \n Six Months Ended \n \n June 30, \n \n		\n \n As of and for the \n \n Year Ended \n \n December 31, \n \n
	\n \n 2026\n \n		\n \n 2025 \n \n	\n \n 2025\n \n		\n \n 2024 \n \n
\n Performance Ratios:\n
\n \n Return on average assets (ROAA)(7)\n \n		1.00%			0.57%		0.88%	0.45%
\n \n Adjusted return on average assets (Adj. ROAA)(7)(8)\n \n		1.19			0.99		1.08	0.45
\n \n Return on average common equity(7)\n \n		12.23			7.68		11.96	5.69
\n \n Adjusted return on average common equity(7)\n \n		14.62			13.22		14.66	5.69
\n \n Return on average tangible common equity (ROATCE)(7)(8)\n \n		12.93			8.02		12.57	5.69
\n \n Adjusted return on average tangible common equity \n \n (Adj. ROATCE)(7)(8)\n \n		15.47			13.79		15.41	5.69

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\n Table of Contents\n

	\n \n As of and for the \n \n Six Months Ended \n \n June 30, \n \n		\n \n As of and for the \n \n Year Ended \n \n December 31, \n \n
	\n \n 2026\n \n		\n \n 2025 \n \n	\n \n 2025\n \n		\n \n 2024 \n \n
\n \n Yield on total loans \n \n		6.96			7.23		7.26	7.65
\n \n Cost of total deposits(9)\n \n		2.29			2.72		2.61	3.33
\n \n Cost of interest-bearing deposits \n \n		3.08			3.52		3.42	4.00
\n \n Net interest spread(10)\n \n		3.37			3.19		3.32	3.10
\n \n Net interest margin(11)\n \n		4.36			4.17		4.26	3.97
\n \n Efficiency ratio(12)\n \n		67.64			76.88		69.52	75.18
\n \n Loans to deposits \n \n		91.26			108.33		94.52	99.01
\n \n LHFI to deposits \n \n		73.62			83.32		73.10	71.76
\n \n Noninterest bearing deposits to total deposits \n \n		23.51			22.89		26.16	21.53
\n Asset Quality Data:\n
\n \n Net charge-offs to average loans(7)(13)\n \n		0.10%			0.00%		0.06%	0.43%
\n \n Total allowance for credit losses to gross LHFI \n \n		1.39			1.45		1.48	1.56
\n \n Nonperforming loans to gross LHFI(14)\n \n		0.83			0.85		0.85	0.57
\n \n Nonperforming assets to total assets(15)\n \n		0.53			0.54		0.54	0.33
\n Balance Sheet Ratios:\n
\n \n Loan-to-deposit ratio \n \n		91.26%			108.33%		94.52%	99.01%
\n \n Noninterest bearing deposits to total deposits \n \n		23.51			22.89		26.16	21.53
\n \n Tangible common equity to tangible assets(16)\n \n		7.97			6.86		7.22	6.87
\n Capital Ratios:(17)\n
\n \n Tier 1 leverage ratio \n \n		10.78%			9.33%		9.37%	8.22%
\n \n Common equity Tier 1 ratio \n \n		11.83			10.41		11.52	9.98
\n \n Tier 1 risk-based capital ratio \n \n		11.83			10.41		11.52	9.98
\n \n Total risk-based capital ratio \n \n		13.05			11.57		12.74	11.19
\n Other:\n
\n \n Number of branches \n \n		10			9		9	7
\n \n Number of full-time equivalent employees \n \n		275			228		229	189

\n (7)\n
\n

\n Represents annualized June 30, 2026 and 2025 data.\n

\n (8)\n
\n

\n This is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

\n (9)\n
\n

\n Includes the impact of noninterest-bearing deposits. \n

\n (10)\n
\n

\n Net interest spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities for the periods. \n

\n (11)\n
\n

\n Net interest margin represents net interest income as a percent of average interest-earning assets for the periods presented. \n

\n (12)\n
\n

\n Efficiency ratio represents noninterest expense divided by sum of net interest income and noninterest income. \n

\n (13)\n
\n

\n We calculate the net charge-offs to average loans based upon the average daily balance of the outstanding loan principal balance. \n

\n (14)\n
\n

\n Nonperforming loans includes nonaccrual loans and loans 90 days and more past due. \n

\n (15)\n
\n

\n Nonperforming assets include all nonperforming loans and other real estate owned, or OREO, properties acquired through or in lieu of foreclosure. \n

\n (16)\n
\n

\n We calculate tangible common equity as total shareholders’ equity less goodwill and other intangibles; we calculate tangible assets as total assets less goodwill and other intangibles. This is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Summary Historical Financial Information — Non-GAAP Financial Measure Reconciliation.” \n

\n (17)\n
\n

\n Capital ratios are for the Bank only. See “Liquidity Management and Capital Adequacy — Capital Requirements” for consolidated capital ratios. \n

\n Non-GAAP Financial Measure Reconciliation \n

\n Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional non-GAAP measures. Our management, banking \n

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\n

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\n regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. \n

\n Non-GAAP measures should not be considered in isolation or as a substitute for measures determined in accordance with GAAP or any other metric calculated in accordance with GAAP. Instead, these non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. Moreover, the manner in which we calculate these non-GAAP measures may differ from that of other companies reporting measures with similar names. \n

\n The following table reconciles net income (on a GAAP basis), as of the dates set forth below, to the calculation of the adjusted net income. Adjusted net income excludes, as applicable, merger-related costs, net of tax. Management will often make adjustments to our results of operations when completing analysis of our operations in order to exclude certain items that we do not consider to be indicative of our core banking operations. For the tables below, net income is adjusted as displayed in the following table to remove merger related expenses as well as gains or losses on sales of securities and other nonrecurring income sources, when applicable. While we acknowledge that these items are likely to recur in future periods, they are not considered to be indicative of our core banking operations, and therefore, management believes these adjustments provide useful supplemental information regarding the performance of the Company’s core banking operations. \n

	\n \n As of and for the Six Months\n \n Ended June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Merger expenses, net of tax \n \n			2,607				4,849			4,982		—
\n \n Adjusted net income \n \n		$	15,903			$	11,580		$	27,062	$	8,456

\n The following table reconciles net income (on a GAAP basis), as of the dates set forth below, to the calculation of the pre-tax, pre-provision net revenue (“PPNR”) and pre-tax, pre-provision adjusted net revenue (“Adjusted PPNR”). PPNR is calculated by adjusting for the income tax expense and the provision for credit losses to net income and Adjusted PPNR is calculated by adjusting for the income tax expense, the provision for credit losses and merger expenses to the net income. We believe these measures are useful to investors because they present the earnings capacity of our core banking operations before the impact of credit costs and income taxes, both of which can vary significantly from period to period, and other one-time expenses, thereby enhancing investors’ ability to evaluate our operating results and capacity to generate pre-provision earnings available to absorb potential future credit losses. \n

	\n \n As of and for the Six Months \n \n Ended June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Pre-Tax, Pre-Provision Net Revenue: \n
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Income tax expense \n \n			4,676				2,365			7,759		2,829
\n \n Income before tax expense\n \n		$	17,972			$	9,096		$	29,839	$	11,285
\n \n Provision for credit losses\n \n			2,208				3,171			4,521		8,321
\n \n Pre-tax, pre-provision net revenue\n \n		$	20,180			$	12,267		$	34,360	$	19,606
\n Adjusted Pre-Tax, Pre-Provision Net Revenue: \n
\n \n Income before tax expense \n \n		$	17,972			$	9,096		$	29,839	$	11,285
\n \n Provision for credit losses \n \n			2,208				3,171			4,521		8,321
\n \n Merger expenses \n \n			3,523				6,553			6,732		—
\n \n Pre-tax, pre-provision adjusted net revenue \n \n		$	23,703			$	18,820		$	41,092	$	19,606

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\n The following table reconciles our adjusted basic earnings per share and adjusted diluted earnings per share, as adjusted, for the periods set forth below. We define adjusted earnings per share as adjusted net income divided by the weighted average common shares outstanding at the end of the period, reflecting the dilution that may occur if equity-based awards are converted into common stock equivalents as calculated using the treasury stock method. We use adjusted diluted earnings per share as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. \n

	\n \n As of and for the Six Months\n \n Ended June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands, except share data) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Adjusted net income \n \n			15,903				11,580			27,062		8,456
\n \n Weighted average common shares outstanding at end of period – basic \n \n			8,819,729				8,036,547			8,238,252		7,334,994
\n \n Basic earnings per share \n \n		$	1.51			$	0.84		$	2.68	$	1.15
\n \n Weighted average common shares outstanding at end of period – diluted \n \n			9,155,163				8,243,927			8,442,809		7,532,802
\n \n Diluted earnings per share \n \n		$	1.45			$	0.82		$	2.62	$	1.12
\n \n Adjusted basic earnings per share \n \n		$	1.80			$	1.44		$	3.28	$	1.15
\n \n Adjusted diluted earnings per share \n \n		$	1.74			$	1.40		$	3.21	$	1.12

\n The following table reconciles, as of the dates set forth below, shareholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share and tangible common equity to tangible assets ratio. Tangible common equity is defined as total shareholders’ equity less goodwill and other intangible assets. Tangible book value per share is defined as tangible common equity divided by total common shares outstanding. We believe this measure is important because it shows changes from period to period in book value per share exclusive of changes in intangible assets. Tangible common equity to tangible assets is defined as the ratio of tangible common equity divided by total tangible assets. We calculate tangible assets as total assets less goodwill and other intangibles. We believe this measure is important because it shows relative changes from period to period in equity and total assets, each exclusive of changes in intangible assets. \n

	\n \n As of and for the Six Months Ended \n \n June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands, except share data) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Tangible Common Equity:\n
\n \n Total shareholders’ equity \n \n		$	278,659			$	188,182		$	204,914	$	155,528
\n \n Less: goodwill and intangibles \n \n			20,209				10,773			10,465		—
\n \n Tangible common equity \n \n		$	258,450			$	177,409		$	194,449	$	155,528
\n \n Common stock and non-voting common stock outstanding \n \n			10,609,235				8,443,220			8,444,343		7,358,356
\n \n Book value per common share \n \n			26.27				22.29			24.27		21.14
\n \n Tangible book value per common \n \n share \n \n			24.36				21.01			23.03		21.14
\n Tangible Assets:\n
\n \n Total assets \n \n		$	3,262,344			$	2,598,616		$	2,702,332	$	2,263,623
\n \n Less: goodwill and intangibles \n \n			20,209				10,773			10,465		—
\n \n Tangible assets \n \n		$	3,242,135			$	2,587,843		$	2,691,867	$	2,263,623
\n \n Tangible common equity to tangible assets \n \n			7.97%				6.86%			7.22%		6.87%

\n The following table reconciles our adjusted return on average assets for the periods set forth below. Each is calculated as a respective ratio of net income or revenue, as applicable, to average assets. The resulting return on average assets and adjusted return on average assets as of June 30, 2026 and 2025 are annualized.\n

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	\n \n As of and for the Six Months Ended \n \n June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Return on Average Assets:\n
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Average assets \n \n		$	2,684,812			$	2,365,169		$	2,496,736	$	1,886,868
\n \n Return on average assets \n \n			1.00%				0.57%			0.88%		0.45%
\n Adjusted Return on Average Assets:\n
\n \n Adjusted net income \n \n		$	15,903			$	11,580		$	27,062	$	8,456
\n \n Average assets \n \n		$	2,684,812			$	2,365,169		$	2,496,736	$	1,886,868
\n \n Adjusted return on average assets \n \n			1.19%				0.99%			1.08%		0.45%

\n The following table reconciles our adjusted return on average common equity for the periods set forth below. We compute our adjusted return on average common equity as the ratio of adjusted net income to average common equity. The resulting return on average common equity and adjusted return on average common equity as of June 30, 2026 and 2025 are annualized.\n

	\n \n As of and for the Six Months Ended \n \n June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Return on Average Common Equity:\n
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Average common equity \n \n		$	219,304			$	176,643		$	184,590	$	148,656
\n \n Return on average common equity \n \n			12.23%				7.68%			11.96%		5.69%
\n Adjusted Return on Average Common Equity:\n
\n \n Adjusted net income \n \n		$	15,903			$	11,580		$	27,062	$	8,456
\n \n Average common equity \n \n		$	219,304			$	176,643		$	184,590	$	148,656
\n \n Adjusted return on average common equity \n \n			14.62%				13.22%			14.66%		5.69%

\n The following table reconciles, as of the dates set forth below, the calculation of the return on average tangible equity and the calculation of the adjusted return on average tangible equity. We compute our return on average tangible common equity as the ratio of net income to average tangible common equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill and other intangibles from our average total shareholders’ equity. We compute our adjusted return on average tangible common equity as the ratio of adjusted net income to average tangible common equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill and other intangibles from our average total shareholders’ equity. The resulting return on average tangible common equity and adjusted return on average tangible common equity as of June 30, 2026 and 2025 are annualized.\n

	\n \n As of and for the Six Months Ended\n \n June 30,\n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Average Tangible Common Equity:\n
\n \n Net income \n \n		$	13,296			$	6,731		$	22,080	$	8,456
\n \n Average common equity \n \n			219,304				176,643			184,590	$	148,656
\n \n Less: Average goodwill and intangibles \n \n		$	12,001			$	7,296			8,976		—
\n \n Average tangible common equity \n \n			207,303				169,347		$	175,614	$	148,656
\n \n Return on average tangible common equity \n \n			12.93%				8.02%			12.57%		5.69%
\n Adjusted Return on Average Tangible Common Equity:\n
\n \n Adjusted net income \n \n		$	15,903			$	11,580		$	27,062	$	8,456
\n \n Average tangible common equity \n \n		$	207,303			$	169,347		$	175,614	$	148,656
\n \n Adjusted return on average tangible common equity \n \n			15.47%				13.79%			15.41%		5.69%

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\n RISK FACTORS \n

\n Investing in our common stock involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before investing in our common stock, you should carefully read and consider the risk factors described below as well as the other information included in this prospectus. Any of these risks, if they are realized, could have a material adverse effect on our business, financial condition, results of operations, and consequently, the value of our common stock. In any such case, you could lose all or a portion of your original investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect us. Further, to the extent that any of the information in this prospectus constitutes forward-looking statements, the risk factors below are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See “Cautionary Note Regarding Forward-Looking Statements.” \n

\n Economic Condition Risks \n

\n Changes and instability in economic conditions, geopolitical matters and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial condition. \n

\n Our success depends, to a certain extent, upon global, domestic and local economic and political conditions, as well as governmental monetary policies. Our traditional community banking operations primarily serve individuals, businesses and municipalities in the Atlanta MSA. Conditions such as changes in interest rates, money supply, levels of employment and other factors beyond our control may have a negative impact on economic activity. Any contraction of economic activity, including an economic recession, particularly any economic slowdown in the Atlanta MSA, may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. Changes in trade policies by the United States or other countries, such as tariffs or retaliatory tariffs, may cause inflation which could impact the prices of products sold by our borrowers to repay their loans. \n

\n Interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, specifically, the Federal Reserve. Although interest rates increased significantly in 2022 and through the first half of 2023 as the Federal Reserve attempted to slow economic growth and counteract rising inflation, the Federal Reserve lowered the federal funds rate in September, November and December of 2024. The Federal Reserve raised the federal fund rate in September of 2026 to address elevated inflation. Changes to interest rates in the future are less certain and any further reduction in rates is likely contingent upon improving inflationary conditions and other economic factors. Further changes in interest rates and monetary policy are dependent upon the Federal Reserve’s assessment of economic data as it becomes available. \n

\n The Federal Reserve may maintain higher interest rates to counteract persistent inflationary price pressures, which could push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations. Conversely, lower interest rates may reduce our realized yield on variable rate loans and investment securities and on new loans and securities, which would reduce our interest income and cause downward pressure on net interest income and net interest margin. A significant reduction in our net interest income could have a material adverse impact on our capital, financial condition and results of operations. The Company cannot predict the nature or timing of future changes in monetary, economic, or other policies, or the effect that changes will have on the Company’s business activities, financial condition and results of operations. \n

\n Our geographic concentration in the Atlanta MSA, if combined with recessionary conditions, could result in heightened credit risk and increases in our level of nonperforming loans, which could adversely impact our results of operations and financial condition. \n

\n Our traditional community banking operations are concentrated exclusively in the Atlanta MSA. This geographic concentration means that our business is significantly influenced by economic conditions, real estate markets, and employment trends within this single metropolitan area. A deterioration of economic conditions, a downturn in the real estate market, significant employer relocations away from the Atlanta MSA, natural disasters, or other adverse events specifically affecting the Atlanta MSA could disproportionately impact our asset quality, deposit levels, loan demand, and overall financial performance relative to institutions with more geographically diversified operations. As we have a meaningful amount of real estate loans in the Atlanta MSA, decreases in real estate values in the Atlanta MSA could adversely affect the value of property used as collateral, which, in turn, can adversely affect the value of our loan and investment portfolios. \n

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\n Credit performance over the medium- and long-term is susceptible to economic and market forces specific to our market area and therefore forecasts remain uncertain. Instability and uncertainty in the commercial and residential real estate markets within the Atlanta MSA, as well as in the broader commercial and retail credit markets, could have a material adverse effect on our financial condition and results of operations. A weakening or worsening of the local economy or employment market in the Atlanta MSA could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability. Although we might not have significant exposure to all the businesses in the Atlanta MSA, the downturn in any of these businesses could have a negative impact on local economic conditions, real estate collateral values generally and the ability of our borrowers to repay loans, which could negatively affect our financial condition, results of operations and the value of our common stock. \n

\n We are subject to interest rate risk, which could adversely affect our profitability. \n

\n Our profitability, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings. We have positioned our balance sheet to perform adequately in either a higher or lower interest rate environment, but this may not remain true in the future. Our interest sensitivity profile was asset sensitive as of June 30, 2026 and December 31, 2025, generally meaning that our net interest income would decrease more from falling short-term interest rates than from increasing short-term interest rates. \n

\n Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes could affect our ability to originate loans and obtain deposits, the fair value of our assets and liabilities and the average duration of our assets and liabilities. Any substantial, unexpected or prolonged change in market interest rates could have an adverse effect on our business, financial condition and results of operations. As of June 30, 2026, 68.2% of our earning assets and 48.9% of our interest-bearing liabilities were variable-rate, where our variable rate liabilities reprice at a slower rate than our variable rate assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our business, financial condition, results of operations and prospects. \n

\n Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect our net interest income and, in turn, our profitability. In addition, loan volumes are affected by market interest rates on loans. Rising interest rates generally are associated with a lower volume of loan originations while lower interest rates are usually associated with higher loan originations. Conversely, in rising interest rate environments, loan repayment rates will typically decline and in falling interest rate environments, loan repayment rates will typically increase. Accordingly, changes in market interest rates could materially and adversely affect our net interest income, asset quality and loan origination volume. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to the allowance for credit losses which could have a material adverse effect on our business, results of operations, financial condition, prospects and the value of our common stock. \n

\n A flat or inverted yield curve, changes in the shape of the yield curve, or sustained interest rate volatility may reduce our net interest margin and adversely affect our loan and investment portfolios. \n

\n The yield curve is a reflection of interest rates applicable to short and long-term debt. The yield curve is steep when short-term rates are much lower than long-term rates; it is flat when short-term rates and long-term rates are nearly the same; and it is inverted when short-term rates exceed long-term rates. Historically, the yield curve is usually upward sloping. However, the yield curve can be relatively flat or inverted, which has happened several times in the past few years. A flat or inverted yield curve, which tends to decrease net interest margin, would adversely impact our lending businesses and investment portfolio. In addition, rapid shifts in the shape of the yield curve can create mismatches between the duration of our assets and liabilities, potentially resulting in unrealized losses in our investment securities portfolio and increased funding costs that may not be immediately offset by higher asset yields. \n

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\n Credit Risks \n

\n Our decisions regarding credit risk could be inaccurate and our allowance for credit losses may be inadequate, which could have a material adverse effect on our business, financial condition, results of operations and future prospects. \n

\n Our earnings are affected by our ability to make loans, and thus we could sustain significant loan losses and consequently significant net losses if we incorrectly assess (i) the creditworthiness of our borrowers resulting in loans to borrowers who fail to repay their loans in accordance with the loan terms or (ii) the value of the collateral securing the repayment of their loans, or we fail to detect or respond to a deterioration in our loan quality in a timely manner. Management makes various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. \n

\n We maintain an allowance for credit losses that we consider adequate to absorb losses inherent in the loan portfolio based on our assessment of the information available. In determining the size of our allowance for credit losses, we rely on an analysis of our loan portfolio based on historical loss experience, current conditions, reasonable and supportable forecasts, and other pertinent information. The determination of the appropriate level of the allowance for credit losses involves a high degree of subjectivity and judgment and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. We cannot be certain that our allowance will be adequate over time to cover credit losses in our portfolio because of unanticipated adverse changes in the economy, market conditions or events adversely affecting specific customers, industries or markets, or borrowers repaying their loans. We target small and medium-sized businesses as loan customers. Because of their size, these borrowers may be less able to withstand competitive or economic pressures than larger borrowers in periods of economic weakness. We believe our allowance for credit losses is adequate, but if the credit quality of our customer base or their debt service behavior materially decreases, if the risk profile of a market, industry or group of customers declines or weakness in the real estate market were to arise, or if our allowance for credit losses on loans is not adequate, our business, financial condition, including our liquidity and capital, and results of operations, could be materially adversely affected. \n

\n Our allowance for credit losses as of June 30, 2026, was $29.0 million, or 1.39% of total gross loans held-for-investment. Our allowance for credit losses as of December 31, 2025, was $25.6 million, or 1.48% of total gross loans held-for-investment. If our assumptions are inaccurate, we may incur loan losses in excess of our current allowance for credit losses and be required to make material additions to our allowance for credit losses, which could have a material adverse effect on our business, financial condition, results of operations and prospects. However, even if our assumptions are accurate, federal and state regulators periodically review our allowance for credit losses and could require us to materially increase our allowance for credit losses or recognize further loan charge-offs based on judgments different than those of our management. Any material increase in our allowance for credit losses or loan charge-offs as required by these regulatory agencies could have a material adverse effect on our business, financial condition, results of operations and prospects. \n

\n Our largest loan relationships currently make up a significant percentage of our total loans held-for-investment portfolio. \n

\n As of June 30, 2026, our 10 largest loan relationships totaled approximately $255.0 million of loans outstanding, or approximately 12.14% of our total LHFI portfolio. Each of the loans associated with these relationships has been underwritten in accordance with our underwriting policies and limits. The concentration risk associated with having a small number of relatively large loan relationships is that, if one or more of these relationships were to become delinquent or suffer default, we could be at risk of material losses. The allowance for credit losses may not be adequate to cover losses associated with any of these relationships, and any loss or increase in the allowance could have a material adverse effect on our business, financial condition, results of operations and prospects. \n

\n We have a material concentration of commercial real estate loans, which subjects us to heightened credit risk and could increase regulatory scrutiny and impose potential limitations on our growth. \n

\n Our credit risk and credit losses can increase if our loan portfolio becomes concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. As of June 30, 2026, our commercial real estate loan portfolio, which includes commercial construction and commercial real estate mortgage loans, was $1.2 billion, or 58.8% of the LHFI portfolio. Our commercial real estate concentration as a percentage of total risk-based capital does not currently exceed the informal supervisory thresholds established under the 2006 Interagency Guidance on Concentrations in Commercial Real Estate Lending, which identifies institutions with total CRE loans exceeding 300% of total risk-based capital, or construction and land development loans exceeding 100% of total risk-based capital, as warranting heightened supervisory attention. While we maintain what we believe to be robust credit risk management practices, including portfolio monitoring, stress testing, and enhanced underwriting standards for CRE credits, there can be no \n

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\n assurance that these measures will be sufficient to prevent losses. The federal bank regulatory agencies have indicated their view that banks with high concentrations of loans secured by commercial real estate are subject to increased risk and should hold higher capital than regulatory minimums to maintain an appropriate cushion against loss that is commensurate with the perceived risk. Were we to exceed the informal supervisory thresholds established under the 2006 Interagency Guidance on Concentrations in Commercial Real Estate Lending, we may be required to hold higher capital than regulatory minimums. A change in the regulatory capital requirements applicable to us could limit our ability to leverage our capital. If general negative economic conditions in the market areas in which we operate impact this customer sector, our results of operations and financial condition may be adversely affected. Further, the deterioration of borrowers’ businesses may hinder their ability to repay their loans with the Bank, which could have a material adverse effect on our financial condition, results of operations and prospects. \n

\n We may have more credit risk and higher credit losses to the extent loans are concentrated by location or industry of the borrowers or collateral. \n

\n Our credit risk and credit losses could increase if our loans are concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. Deterioration in economic conditions, housing conditions and commodity and real estate values in certain states or locations could result in materially higher credit losses if loans are concentrated in those locations. Our largest concentrations within our LHFI portfolio are loans secured by office and industrial properties. As of June 30, 2026, our loan portfolio had approximately $165.0 million and $194.0 million of commercial loans secured by office and industrial properties, respectively, which represented approximately 7.86% and 9.30% of the LHFI portfolio, respectively. While the Bank does not currently have any non-performing loans within the office or industrial sectors, loans secured by real estate within these sectors are generally characterized by substantial equity requirements at the time of closing, moderate loan to cost and loan to value metrics and are underwritten to debt yields meaningfully higher than the current capitalization rates for properties within these asset classes. The absence of current non-performing loans reflects present conditions and is not indicative of future performance; problem loans and losses may emerge with limited warning, particularly if economic or real estate conditions weaken. If the risks associated with our concentrations materialize, we could experience higher levels of non-performing loans for loans concentrated in these sectors along with increased loan delinquencies, charge-offs and provisions for credit losses, and impairment or declines in the value of collateral securing our loans. These developments could reduce our net income and earnings, adversely affect our liquidity and cause deterioration in our regulatory capital ratios. \n

\n We are subject to the credit risk of our merchant clients, which may result in significant financial losses if merchants are unable to satisfy customer chargebacks. \n

\n A portion of our treasury services revenue is generated by processing card-based payment transactions on behalf of merchant clients. In the ordinary course of this business, we assume a degree of credit risk with respect to those merchants. When a cardholder disputes a transaction, the amount of the disputed transaction is generally charged back to the merchant, and the purchase price is refunded to the cardholder by the card-issuing institution. Chargebacks arise for a variety of reasons, including cardholder fraud, processing errors, and, most significantly, the merchant’s failure to deliver the goods or services purchased. If we or our sponsoring arrangements are unable to collect the amount of a chargeback from the merchant’s account, or if the merchant refuses or is financially unable to reimburse us for the chargeback, we bear the loss for the amount of the refund paid to the cardholder. Our exposure is heightened for merchants that sell goods or services that are delivered, or expected to be delivered, well after the cardholder is charged, because a cardholder may seek to reverse a payment after we have remitted settlement funds to the merchant. If chargeback losses exceed our reserves, or if we are required to increase our reserves materially, our business, financial condition, results of operations, and reputation could be materially and adversely affected. \n

\n We are subject to environmental liability risk associated with our lending activities. \n

\n In the course of our business, from time to time, we may choose to foreclose on and take title to real estate in order to recover value from collateral securing the real estate loans we make. Although we have policies and procedures that require us to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination \n

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\n emanating from the property. Any significant environmental liabilities could have a material adverse effect on our business, financial condition, results of operations and prospects. \n

\n Liquidity and Funding Risks \n

\n Liquidity is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity, could materially impair our ability to fund our operations and jeopardize our results of operation, financial condition and cash flows. \n

\n Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers and other creditors by either converting assets into cash or accessing new or existing sources of incremental funds. Liquidity risk arises from the possibility that we may be unable to satisfy current or future funding requirements and needs. Deposit levels may be affected by several factors, including rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, general economic and market conditions, customer concerns about the safety and soundness of our bank, whether real or perceived, or the U.S. banking system in general and other factors. Loan repayments are a relatively stable source of funds but are subject to the borrowers’ ability to repay loans, which can be adversely affected by a number of factors including changes in general economic conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors. Furthermore, loans generally are not readily convertible to cash. \n

\n We anticipate we will continue to rely primarily on deposits, loan repayments, and cash flows from our investment securities to provide liquidity. However, from time to time, secondary sources may be used to augment our primary funding sources. Such secondary sources may include FHLB advances, brokered deposits, repurchase agreements, secured and unsecured federal funds lines of credit from correspondent banks, Federal Reserve borrowings and/or accessing the equity or debt capital markets. The availability of these secondary funding sources is subject to broad economic conditions, to regulation and to investor assessment of our financial strength and, as such, the cost of funds may fluctuate significantly and/or the availability of such funds may be restricted, thus impacting our net interest income, our immediate liquidity and/or our access to additional liquidity. Additionally, if we fail to remain “well-capitalized,” our ability to utilize brokered deposits may be restricted. \n

\n We rely in part on wholesale and non-core funding sources, including brokered deposits and FHLB advances. As of June 30, 2026, brokered deposits represented approximately $131.3 million, or approximately 4.6% of total deposits. In addition, as of June 30, 2026, although we consider our 10 largest depositor relationships to be core deposit relationships, those relationships totaled $818.4 million of deposits, or approximately 28.8% of our total deposits. The concentration risk associated with having a small number of relatively large deposit relationships is that, if one or more of these relationships were to utilize our competitors or otherwise move funds outside of deposit accounts at the Bank, we could be at risk of material negative impact to our operations. Our wholesale and non-core funding relationships and some of our large core deposit relationships are generally not governed by long-term contracts, and these customers may reduce or withdraw their deposits at any time. They could choose to do so for many reasons beyond our control, including more attractive interest rates or terms offered by competitors, dissatisfaction with our products or level of service, a deterioration in their own financial condition or a change in their liquidity needs, concerns (whether or not well founded) about our financial condition or reputation or about the banking industry generally, the departure of relationship managers or other personnel who maintain these relationships, or the availability of alternative investments such as money market funds or U.S. Treasury securities offering higher yields. \n

\n Because our deposit base is somewhat concentrated, the loss of, or a significant reduction in deposits from, any one or more of them could have a disproportionate effect on us compared to a financial institution with a more diversified deposit base. If one or more of our large depositors were to withdraw a substantial portion of their funds, we could be required to replace those deposits with higher-cost funding source or obtain replacement funding on less favorable terms such as brokered deposits, FHLB advances or borrowings from the Federal Reserve; sell investment securities or other assets, potentially at a loss, to meet liquidity needs; or curtail our lending and other growth initiatives. In addition, if we cease to be “well-capitalized,” our ability to accept, renew, or roll over brokered deposits would be restricted absent an FDIC waiver. Any of these actions could increase our cost of funds, compress our net interest margin, reduce our net income and limit our ability to grow. \n

\n An inability to maintain or raise funds (including the inability to access secondary funding sources) in amounts necessary to meet our liquidity needs would have a substantial negative effect, individually or collectively, on our liquidity. Our access to funding sources in amounts adequate to finance our activities, or on terms attractive to us, could be impaired by factors that affect us specifically or the financial services industry in general. For example, factors that could detrimentally impact our access to liquidity sources include our financial results, a decrease in the level of our business activity due to a market downturn or adverse regulatory action against us, a reduction in our credit rating, any damage to our reputation, counterparty availability, changes in the activities of our business partners, changes affecting our loan portfolio or other assets, or any other event that could cause \n

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\n a decrease in depositor or investor confidence in our creditworthiness and business. Our access to liquidity could also be impaired by factors that are not specific to us, such as general business conditions, interest rate fluctuations, severe volatility or disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole, or legal, regulatory, accounting, and tax environments governing our funding transactions. In addition, our ability to raise funds is strongly affected by the general state of the U.S. and world economies and financial markets as well as the policies and capabilities of the U.S. government and its agencies, and may remain or become increasingly difficult due to economic and other factors beyond our control. Any such event or failure to manage our liquidity effectively could affect our competitive position, increase our borrowing costs and the interest rates we pay on deposits, limit our access to the capital markets, or cause us to sell investment securities and incur losses from those sales, any or all of which could have a material adverse effect on our results of operations or financial condition. \n

\n The proportion of our deposit account balances that exceed FDIC insurance limits may expose us to enhanced liquidity risk in times of financial distress. \n

\n Uninsured deposits historically have been viewed by the FDIC as less stable than insured deposits. According to statements made by the FDIC staff and the leadership of the federal banking agencies, customers with larger uninsured deposit account balances often are small- and mid-sized businesses that rely upon deposit funds for payment of operational expenses and, as a result, are more likely to closely monitor the financial condition and performance of their depository institutions. As a result, in the event of financial distress, uninsured depositors historically have been more likely to withdraw their deposits. \n

\n If a significant portion of our deposits were to be withdrawn within a short period of time such that additional sources of funding would be required to meet withdrawal demands, we may be unable to obtain funding at favorable terms, which may have an adverse effect on our net interest margin. Moreover, obtaining adequate funding to meet our deposit obligations may be more challenging during periods of elevated prevailing interest rates, such as the present period. Our ability to attract depositors during a time of actual or perceived distress or instability in the marketplace may be limited. Further, interest rates paid for borrowings generally exceed the interest rates paid on deposits. This spread may be exacerbated by higher prevailing interest rates. In addition, because our investment securities lose value when interest rates rise, after-tax proceeds resulting from the sale of such assets may be diminished during periods when interest rates are elevated. While we believe we maintain adequate access to liquidity across a number of third-party funding sources, under such circumstances, we may be required to access funding from sources such as the Federal Reserve’s discount window in order to manage our liquidity risk. \n

\n Operational Risks \n

\n We face intense competition from traditional financial institutions, financial technology companies, digital asset providers, and other non-bank competitors, which could adversely affect our growth and profitability. \n

\n We face substantial competition in all areas of our operations from a variety of different competitors, both within and beyond our principal markets, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including, without limitation, credit unions, finance companies, brokerage firms, insurance companies, and other financial services providers, such as financial technology and payments companies. In addition, we increasingly compete with digital asset and cryptocurrency platforms, stablecoin issuers, and decentralized finance protocols that offer payment, lending, and deposit-like services outside the traditional banking system. The financial services industry could become even more competitive as a result of legislative and regulatory changes, including any federal stablecoin legislation that may create new competitors for payment flows and deposit funding. Technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems, peer-to-peer payments, and embedded finance solutions. Many of our competitors, particularly large technology companies and fintech firms, have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. \n

\n Our ability to compete successfully depends on a number of factors, including, among other things: \n

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\n the ability to develop, maintain, and build upon long-term customer relationships based on top quality service, high ethical standards, and safe, sound assets; \n

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\n the ability to expand our market position; \n

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\n the scope, relevance, and pricing of products and services offered to meet customer needs and demands; \n

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\n the rate at which we introduce new products and services relative to our competitors; and \n

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\n customer satisfaction with our level of service. \n

\n Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations. \n

\n Our rapid growth may strain our infrastructure, management resources, and internal controls, and we may not be able to manage our growth effectively. \n

\n We have experienced significant growth in recent years, including crossing $3.0 billion in consolidated assets as of June 30, 2026. Continued rapid growth places significant demands on our management, operational infrastructure, technology systems, risk management framework, and internal controls. If we are unable to manage our growth effectively, we may experience operational inefficiencies, increased compliance costs, elevated credit risk from loan growth that outpaces our risk management capabilities, technology system capacity constraints, and difficulty maintaining our service quality and corporate culture. Our growth strategy, including expansion of our treasury services group and continued origination of commercial real estate and mortgage warehouse loans, requires sustained investment in personnel, technology, and compliance infrastructure. If our revenues do not increase commensurately with these investments, or if we experience unexpected loan losses or operational disruptions during periods of rapid expansion, our profitability and financial condition could be materially adversely affected. There can be no assurance that we will be able to manage our growth successfully or that growth will continue at historical rates. \n

\n We may not be able to overcome the integration and other risks associated with any past or future acquisitions, which could have an adverse effect on our ability to implement our business strategy. \n

\n In the ordinary course of business, we routinely evaluate and pursue acquisition opportunities that we believe complement our activities and have the ability to enhance our profitability and provide attractive risk-adjusted returns. We intend to continue to routinely evaluate and pursue such acquisition opportunities. Our future acquisition activities could be material to our business and involve a number of risks, including the following: \n

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\n intense competition from other banking organizations and other acquirers for potential merger candidates; \n

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\n market pricing for desirable acquisitions resulting in returns that are less attractive than we have traditionally sought to achieve; \n

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\n incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business; \n

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\n using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets; \n

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\n potential exposure to unknown or contingent liabilities of banks and businesses we acquire, including consumer compliance issues; \n

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\n the time and expense required to integrate the operations and personnel of the combined businesses; \n

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\n experiencing higher operating expenses relative to operating income from the new operations; \n

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\n losing key employees and customers; \n

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\n reputational issues if the target’s management does not align with our culture and values; \n

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\n significant problems relating to the conversion of the financial and customer data of the target; \n

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\n integration of acquired customers into our financial and customer product systems; \n

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\n risks of impairment to goodwill; or \n

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\n regulatory timeframes for review of applications may limit the number and frequency of transactions we may be able to consummate. \n

\n Depending on the condition of any institution or assets or liabilities that we may acquire, that acquisition may, at least in the near term, adversely affect our capital and earnings and, if not successfully integrated with our organization, may continue to have such effects over a longer period. We may not be successful in overcoming these risks or any other problems encountered \n

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\n in connection with pending or potential acquisitions, and any acquisition we may consider will be subject to prior regulatory approval. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy, which, in turn, could have an adverse effect on our business, financial condition and results of operations. \n

\n The payment services we offer subject us to operational, regulatory, and competitive risks distinct from our traditional banking activities, and failure to keep pace with technological change could adversely affect our business. \n

\n An integrated component of our treasury services group is our payments team, which provides services to payroll providers and other customers that facilitate payment processing. This activity subjects us to risks related to transaction processing errors, system outages, network compliance requirements, settlement failures, and the potential for significant fraud losses associated with high-volume payment transactions. The payments industry is subject to rapid technological change, evolving regulatory requirements, and intense competition from large commercial banks, specialty providers of electronic payments processing, ACH processors and financial technology companies. Many of these competitors are larger, have greater resources, and may leverage relationships and economies of scale that we cannot match. Our success in this area depends on our ability to maintain reliable technology infrastructure, comply with network rules and payment industry standards, attract and retain customers and technology partners, and continuously innovate our product offerings. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including those related to or involving AI, blockchain, and other distributed ledger technologies. Failure to successfully manage the risks inherent in our treasury services group, or to keep pace with technological change affecting the financial services and payments industries, could have a material adverse impact on our business and, in turn, our financial condition and results of operations. \n

\n Our retail mortgage warehouse program is subject to various risks that could adversely impact our results of operations and financial condition. \n

\n We have a nationwide retail mortgage warehouse program that provides short term funding primarily to non-bank mortgage loan originators. Short-term funding is provided via a whole-loan purchase by the Bank and subsequent sale of each whole-loan to an approved investor. Under this form of warehouse lending, the Bank purchases individual mortgage loans directly from our non-bank mortgage clients. The Bank does not provide financing directly to the non-bank mortgage loan originators, nor is it under any obligation to buy from the mortgage originator. Substantially all single-family mortgage loans we acquire through this program have a known secondary market takeout at the time of purchase by an investor approved by the Bank. The Bank takes physical possession of the notes and allonges at the time of purchase and the loans typically remain on our balance sheet for less than 30 days. At June 30, 2026, we had 61 approved mortgage originators, and 129 mortgage investors. Of these mortgage originators, 59 had mortgages purchased by the Bank as of June 30, 2026. At June 30, 2026, there was $500.6 million in loans held for sale outstanding, compared to $505.4 million and $498.2 million outstanding at December 31, 2025 and 2024, respectively. \n

\n There are numerous risks associated with retail mortgage warehouse lending, which include, without limitation, (i) credit risks relating to the mortgage loans that are purchased from our clients, (ii) the risk of intentional misrepresentation or fraud by any of these mortgage originators or the underlying borrowers, (iii) changes in the market value of mortgage loans acquired by the Bank, the sale of which is the expected source of repayment to the Bank, (iv) unsalable or impaired mortgage loans originated, which could lead to decreased collateral value and the failure of an investor to purchase the loan from the Bank, (v) secondary market liquidity for mortgages, including securitization markets, that may impact the demand for mortgage loans from investors, and (vi) the volatility of mortgage loan originations. Failure to successfully manage these risks could have a material adverse effect on our business and our financial condition and results of operations. \n

\n New lines of business or new products and services may subject us to additional risk. \n

\n From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. We may invest significant time and resources in these efforts. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and pricing and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business and/or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could have a material adverse effect on our business and, in turn, our financial condition and results of operations. \n

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\n Our internal controls may be ineffective. \n

\n Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, and financial condition. \n

\n Failure to achieve and maintain an effective internal control environment could prevent us from accurately reporting our financial results, preventing or detecting fraud or providing timely and reliable financial information pursuant to our reporting obligations, which could result in a material weakness in our internal controls over financial reporting and the restatement of previously filed financial statements and could have a material adverse effect on our business, financial condition and results of operations. Further, ineffective internal controls could cause our investors to lose confidence in our financial information, which could affect the trading price of our common stock. \n

\n Competition and regulatory developments relating to financial technology, digital assets and stablecoins could adversely affect our business. \n

\n The financial services industry is subject to rapid technological change and increasing competition from financial technology companies, payment providers, and issuers of digital assets and stablecoins, some of which operate under different regulatory regimes than we do. Recent federal legislation and rulemaking establishing a regulatory framework for payment stablecoins, together with evolving state and federal regulation of digital assets, may increase competition for deposits and payments activity, create new compliance obligations if we choose to participate in these activities, and introduce risks that are novel and not fully understood. Our failure to respond effectively to these developments, or to manage the associated legal, compliance, and operational risks, could adversely affect our competitive position, deposits, and results of operations. \n

\n Use of AI and ML technologies subjects us to additional risks, including model risk, regulatory uncertainty and potential bias. \n

\n We use, and expect to increasingly rely upon, AI and ML technologies in various aspects of our business, including credit underwriting and due diligence, fraud detection, customer service, payment processing, and to enhance our operational efficiency. These technologies are subject to risks including the potential for biased or inaccurate outputs, lack of transparency in AI and ML outputs (sometimes referred to as the “black box” problem), data quality issues, and the possibility that AI-generated outputs could result in decisions by the Bank that lead to unfair lending practices or other regulatory violations. Federal and state banking regulators, as well as the CFPB, are actively developing supervisory expectations and potential regulations governing the use of AI in financial services, and the regulatory landscape remains uncertain. New or evolving regulatory requirements may limit our ability to deploy AI technologies, require costly modifications to our systems, or expose us to enforcement actions if our AI tools produce outcomes that are deemed discriminatory or otherwise harmful to consumers. \n

\n We also utilize, and expect to continue utilizing, third-party vendors and technology partners for a significant portion of our AI and ML capabilities. We engage other vendors and service providers that may themselves utilize AI or ML technologies in delivering their products and services to us, in some cases without disclosure of their use of AI or ML. Our use of, and exposure to, third-party AI usage reduces our visibility into and control over the design, training data, and decision logic of those systems, which can make it difficult to validate their outputs, detect bias or errors or explain the basis for decisions they inform. Under applicable interagency guidance on third-party relationships, we remain responsible for managing the risks arising from these arrangements and for the outcomes those tools produce, even though we did not develop them and, in some cases, may not control or be aware of their use of AI or ML. Our reliance on a limited number of key AI and ML technology providers also exposes us to concentration and continuity risk. Further, exchanging information with third-party AI systems and third parties who utilize AI tools, heightens our data-privacy and information-security risks. These risks could directly impact our operations, relationship with our customers and vendors which might result in adverse effects to our financial condition. \n

\n Our competitors, particularly large technology companies and AI-native fintech firms, may develop and deploy AI or ML technologies more rapidly or effectively than we can, which could place us at a competitive disadvantage. Failure to appropriately govern, validate, and monitor our AI and ML systems could result in financial losses, reputational harm, regulatory sanctions, or litigation that could have a material adverse effect on our business, financial condition and results of operations. \n

\n Fraud is a major, and increasing, operational risk for us. \n

\n Deposit and loan fraud continue to be major sources of fraud attempts and loss. The sophistication and methods used to perpetrate fraud continue to evolve as technology changes. In addition to cybersecurity risk, new technologies have made it \n

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\n easier for bad actors to obtain and use personal client information, mimic signatures and otherwise create false documents that look genuine. The industry fraud threat continues to evolve, including but not limited to card fraud, check fraud, social engineering and phishing attacks for identity theft, business and email compromise and account takeover. Additionally, the use of AI and ML could exacerbate many of these risks. Our anti-fraud measures are both preventive and, when necessary, responsive; however, some level of fraud loss is unavoidable, and the risk of a major loss cannot be eliminated. \n

\n Fraud is also an inherent and unavoidable risk of the merchant acquiring services and payments team within our treasury services group, and the methods used to perpetrate fraud are increasingly sophisticated and constantly evolving. We are exposed to fraud committed by cardholders, by merchants, by our ISOs, TPPPs, by our employees, and by third parties, including the submission of fraudulent or unauthorized transactions, the use of stolen or counterfeit card credentials, merchant collusion and transaction laundering, and identity theft. Fraud losses often correlate with, and compound, our chargeback and merchant credit exposure, because fraudulent transactions frequently result in chargebacks that an insolvent or complicit merchant is unable or unwilling to fund. With respect to chargeback-related losses specifically, we benefit from a loss structure pursuant to which a dedicated chargeback reserve bears the first loss, losses exceeding the chargeback reserve are absorbed by our merchant acquiring counterparty, and we bear any remaining losses only after both the chargeback reserve and the counterparty’s loss absorption capacity have been exhausted. Notwithstanding this structure, there can be no assurance that our chargeback reserve or the financial capacity of our merchant acquiring counterparty will be sufficient to fully absorb chargeback-related losses under all circumstances. We seek to manage fraud risk more broadly through underwriting, transaction monitoring, fraud detection systems, reserves, and the prompt termination of offending relationships, but these measures may fail to detect or prevent fraudulent activity in a timely manner, and our reserves may prove inadequate. \n

\n A significant increase in fraud losses, whether due to a failure of our controls, our inability to recover fraud losses from our counterparties, a rise in the general level of fraud or the actions of a particular third-party, affiliate or partner, could result in financial losses, fines and assessments, increased compliance and monitoring costs and reputational harm, all of which could materially and adversely affect our financial condition and results of operations. \n

\n Our business continuity plans or data security systems could prove to be inadequate, resulting in cyberattacks, other data or security breaches or a material interruption in, or disruption to, our business and a negative impact on our results of operations. \n

\n We rely heavily on communications and information systems to conduct our business. Our daily operations depend on the operational effectiveness of our technology to accurately track and record our assets and liabilities. Any failure, interruption, or breach in security of our computer systems or outside vendor technology could result in failures or disruptions in general ledger, deposit, loan, customer relationship management, and other systems leading to inaccurate financial records. While we have disaster recovery, business continuity and other policies and procedures designed to prevent or limit the effect of any failure, interruption, or security breach of our information systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our results of operations. \n

\n Cybersecurity risks for lenders have significantly increased in recent years, in part, because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of computer hackers, organized crime, terrorists, and other external parties, including foreign state actors. We, our clients and loan applicants, regulators and other third parties have been subject to, and are likely to continue to be the target of, cyberattacks. These cyberattacks could include computer viruses, malicious or destructive code, phishing attacks, denial of service or information, improper access by team members or third-party vendors or other security breaches that have or could in the future result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our team members, our clients and loan applicants or of third parties, or otherwise materially disrupt our or our clients’ and loan applicants’ or other third parties’ network access or business operations. \n

\n In addition, the Bank provides its customers with the ability to bank online and through mobile banking. The secure transmission of confidential information over the internet is a critical element of online and mobile banking. While we use qualified third-party vendors to test and audit our network, our network could become vulnerable to unauthorized access, computer viruses, phishing schemes, and other security issues. The Bank may be required to spend significant capital and other resources to alleviate problems caused by security breaches or computer viruses. To the extent that the Bank’s activities or the activities of its customers involve the storage and transmission of confidential information, security breaches and viruses \n

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\n could expose the Bank to claims, litigation, and other potential liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in the Bank’s systems and could adversely affect its reputation and its ability to generate deposits. \n

\n Additionally, we outsource the processing of our core data system, as well as other systems such as online banking, to third-party vendors. Prior to establishing an outsourcing relationship, and on an ongoing basis thereafter, management monitors key vendor controls and procedures related to information technology, which includes reviewing reports of service auditor’s examinations. If our third-party vendor encounters difficulties or if we have difficulty in communicating with such third party, it will significantly affect our ability to adequately process and account for customer transactions, which would significantly affect our business operations. \n

\n Security breaches or system failures involving our or our merchants’ point-of-sale systems could result in significant regulatory fines and litigation. \n

\n Our merchant acquiring services involve the collection, transmission, processing, and storage of large volumes of sensitive information, including cardholder account numbers, personal information, and transaction data. We and our merchants, ISOs, TPPPs and other service providers rely on point-of-sale terminals, payment gateways, networks, and information technology systems that may be targeted by criminals and other malicious actors. Despite security measures, our systems and those of the parties with which we do business are subject to the risk of unauthorized access or other forms of cyberattacks. A breach or failure of the point-of-sale systems used by our merchants is largely outside of our control yet may expose cardholder data that passes through our processing environment and could result in liability to us. A security breach could also result in the exposure or theft of cardholder and personal data and trigger notification obligations under a patchwork of federal and state data breach notification laws, as well as under the rules of the networks and the requirements of our regulators, increased regulatory scrutiny, imposition of civil monetary penalties and private litigation. We could incur substantial costs for investigation and remediation, litigation and the enhancement of our security systems. We could also suffer significant operational and reputational harm and loss of merchant and partner relationships. \n

\n We depend on key personnel, including our Chief Executive Officer, and the loss of key employees could adversely affect our business. \n

\n Our success depends, in large part, on our ability to attract and retain skilled people. Competition for the best people in most activities engaged in by us can be intense, and we may not be able to hire sufficiently skilled people or to retain them. We are particularly dependent upon the services of Bartow Morgan, Jr., our Chief Executive Officer, who has been instrumental in developing our business strategy, building key client relationships, and establishing our market position in the Atlanta MSA. Mr. Morgan’s deep relationships with our customers and his standing in the Atlanta business community are central to our continued success. Loss of a key employee with such customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor or otherwise choose to transition to another financial services provider. While we believe our relationship with our key personnel is good, we cannot guarantee that all of our key personnel will remain with our organization. Loss of such key personnel could result in the loss of some of our customers and have a material adverse effect on our business, financial condition and results of operations. \n

\n We rely on ISOs and TPPPs to source merchants, which increases our exposure to compliance and operational failures. \n

\n We rely to a significant degree on ISOs, TPPPs and other third-party distribution partners to market our merchant acquiring services, to source and refer merchant clients, and, in certain cases, to perform underwriting, boarding, customer service, and other operational functions on our behalf. This distribution model allows us to expand our merchant base without incurring the full cost of a direct sales force, but it also means that a meaningful portion of our merchant relationships originates through parties that we do not control and whose conduct we cannot fully oversee. We remain responsible to the card networks and to our regulators for the merchants sourced through these channels and for the acts and omissions of the ISOs and TPPPs through which those merchants are boarded. While we conduct meaningful due diligence on our third-party partners, monitor their activities on an ongoing basis, and hold them to the same standards of conduct, data security, and consumer protection to which we are subject, if an ISO or TPPP fails to comply with applicable network rules or laws, engages in improper sales and underwriting practices, engages in illegal or high-risk activity, or mishandles cardholder or merchant data, we may be held responsible. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations, and reputation. \n

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\n We are dependent upon outside third parties for the processing and handling of our records and data. \n

\n We rely on software developed by third-party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, payment processing and securities portfolio accounting. While we perform a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and perform our own testing of user controls, we must rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of customer data. In addition, we maintain, or contract with third parties to maintain daily backups of key processing outputs in the event of a failure on the part of any of these systems. Nonetheless, we may incur a temporary disruption in our ability to conduct business or process transactions, or incur damage to our reputation, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such a disruption or breach of security may have a material adverse effect on our business. \n

\n A security breach related to use of third-party software or systems, or the loss or corruption of confidential customer information could adversely affect our ability to provide timely and accurate financial information in compliance with legal and regulatory requirements. Any such failures could result in sanctions from regulatory authorities, significant reputational harm and a decrease in our customers’ confidence in us. Additionally, security breaches or the loss, theft or corruption of customer information such as social security numbers, credit card numbers, or other information could result in customer losses, litigation, regulatory sanctions, losses in revenue, increased costs and reputational harm. Our ability to recoup our losses may be limited legally or practically in many situations. \n

\n We may be adversely affected by the soundness of other financial institutions. \n

\n Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. Our transactions with other financial institutions expose us to credit risk in the event of a default of a counterparty. The soundness of many financial services companies may be closely interrelated as a result of credit, trading, clearing and other relationships between such financial services companies. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, can lead, and have led, to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. These losses or defaults could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure due to us. Any such losses could materially and adversely affect our results of operations or earnings. \n

\n Legal and Regulatory Risks \n

\n Our industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a materially adverse effect on our operations. \n

\n The banking industry is highly regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking system as a whole or the FDIC’s Deposit Insurance Fund (“DIF”), not for the protection of our shareholders and creditors. We are subject to regulation and supervision by the Federal Reserve, and our Bank is subject to regulation and supervision by the FDIC and the Georgia Department of Banking and Finance (the “GDBF”). Compliance with these laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance costs. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) which imposed significant regulatory and compliance changes on financial institutions, is an example of this type of federal law. \n

\n The laws and regulations applicable to us govern a variety of matters, including permissible types, amounts and terms of loans and investments we may make, the maximum interest rate that may be charged, the amount of reserves we must hold against deposits we take, the types of deposits we may accept and the rates we may pay on such deposits, maintenance of adequate capital and liquidity, changes in control of us and our Bank, transactions between us and our Bank, handling of nonpublic information, restrictions on dividends and establishment of new offices. We must obtain approval from our regulators before engaging in certain activities, and there is risk that such approvals may not be granted, either in a timely manner or at all. These requirements may constrain our operations, and the adoption of new laws and changes to or repeal of existing laws may have an adverse effect on our business, financial condition and results of operations. Also, the burden imposed by those federal and state \n

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\n regulations may place banks in general, including our Bank in particular, at a competitive disadvantage compared to their non-bank competitors. Compliance with current and potential regulation, as well as supervisory scrutiny by our regulators, may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital, and limit our ability to pursue business opportunities in an efficient manner by requiring us to expend significant time, effort and resources to ensure compliance and respond to any regulatory inquiries or investigations. Our failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could have an adverse effect on our business, financial condition and results of operations. \n

\n Applicable laws, regulations, interpretations, enforcement policies and accounting principles have been subject to significant changes in recent years, and may be subject to significant future changes. Additionally, federal and state regulatory agencies may change the manner in which existing regulations are applied. We cannot predict the substance or effect of pending or future legislation or regulation or changes to the application of laws and regulations to us. Future changes may have an adverse effect on our business, financial condition and results of operations. \n

\n In addition, given the current economic and financial environment, regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to determine the adequacy of liquidity, risk management or other operational practices for financial service companies in a manner that impacts our ability to implement our strategy and could affect us in substantial and unpredictable ways, and could have an adverse effect on our business, financial condition and results of operations. Furthermore, the regulatory agencies have broad discretion in their interpretation of laws and regulations and their assessment of the quality of our loan portfolio, securities portfolio and other assets. Based on our regulators’ assessment of the quality of our assets, operations, lending practices, investment practices, capital structure or other aspects of our business, we may be required to take additional charges or undertake, or refrain from taking, actions that could have an adverse effect on our business, financial condition and results of operations. \n

\n See the discussion below at “Supervision and Regulation” for an additional discussion of the extensive regulation and supervision to which the Company and the Bank are subject. \n

\n Monetary policies and regulations of the Federal Reserve could have an adverse effect on our business, financial condition and results of operations. \n

\n Our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. \n

\n The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted. \n

\n Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us. The FDIC and the GDBF periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, the FDIC or the GDBF were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions may include requiring us to remediate any such adverse examination findings. \n

\n In addition, these agencies have the power to take enforcement action against us to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation of law or regulation or unsafe or unsound practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to direct the sale of subsidiaries or other assets, to limit dividends and distributions, to restrict our growth, to assess civil money penalties against us or \n

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\n our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is imminent risk of loss to depositors, to terminate our deposit insurance and place our Bank into receivership or conservatorship. Any regulatory enforcement action against us could have an adverse effect on our business, financial condition and results of operations. \n

\n We are subject to stringent capital requirements, which could have an adverse effect on our operations. \n

\n Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The capital rules require bank holding companies and banks to maintain a common equity Tier 1 capital to risk-weighted assets ratio of at least 7.0% (a minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of at least 8.5% (a minimum of 6.0% plus a capital conservation buffer of 2.5%), a total capital to risk-weighted assets ratio of at least 10.5% (a minimum of 8.0% plus a capital conservation buffer of 2.5%), and a leverage ratio of Tier 1 capital to total consolidated assets of at least 4.0%. An institution’s failure to exceed the capital conservation buffer with common equity Tier 1 capital would result in limitations on an institution’s ability to make capital distributions and discretionary bonus payments. In addition, for an insured depository institution to be “well-capitalized” under the banking agencies’ prompt corrective action framework, it must have a common equity Tier 1 capital ratio of at least 6.5%, Tier 1 capital ratio of at least 8.0%, a total capital ratio of at least 10.0%, and a leverage ratio of at least 5.0%, and must not be subject to any written agreement, order or capital directive, or prompt corrective action directive issued by its primary federal or state banking regulator to meet and maintain a specific capital level for any capital measure. \n

\n Any new or revised standards adopted in the future may require us to maintain materially more capital, with voting common equity as a more predominant component, or manage the configuration of our assets and liabilities to comply with formulaic capital requirements. In addition, as the Company crossed $3.0 billion in consolidated assets as of June 30, 2026, we are now subject to consolidated capital reporting and other regulatory requirements applicable to bank holding companies above that threshold. As we continue to grow, we may become subject to additional regulatory requirements, including enhanced prudential standards, more rigorous stress testing expectations, and heightened supervisory scrutiny that could increase our compliance costs and constrain our operational flexibility. We may not be able to raise additional capital at all, or on terms acceptable to us. Failure to maintain capital to meet current or future regulatory requirements could have an adverse effect on our business, financial condition and results of operations. \n

\n We are subject to numerous laws and regulations designed to protect consumers, and failure to comply with these laws could lead to a wide variety of sanctions. \n

\n The Equal Credit Opportunity Act (“ECOA”), the Fair Housing Act and other fair lending laws and regulations, including state laws and regulations, prohibit discriminatory lending practices by financial institutions. The Federal Trade Commission Act prohibits unfair or deceptive acts or practices, and the Dodd-Frank Act prohibits unfair, deceptive, or abusive acts or practices by financial institutions. The U.S. Department of Justice, federal and state banking agencies, and other federal and state agencies, including the Consumer Financial Protection Bureau (“CFPB”) are responsible for enforcing these fair and responsible banking laws and regulations. Smaller banks, including the Bank, are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking agencies for compliance with federal consumer protection laws and regulations. Accordingly, CFPB rulemaking has the potential to have a significant impact on the operations of the Bank. \n

\n A challenge to an institution’s compliance with fair and responsible banking laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private litigation, including through class action litigation. Such actions could have an adverse effect on our business, financial condition and results of operations. \n

\n Our business requires the collection and retention of large volumes of customer data, including personally identifiable information (“PII”) in various information systems that we maintain and in those maintained by third party service providers. We also maintain important internal company data such as PII about our employees and information relating to our operations. We are subject to complex and evolving laws and regulations governing the privacy and protection of PII of individuals (including customers, employees, and other third parties). For example, our business is subject to the Gramm-Leach-Bliley Act \n

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\n (“GLB”), which, among other things: (i) imposes certain limitations on our ability to share nonpublic PII about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various federal and state banking regulators and states have also enacted data breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in the event of a security breach. \n

\n Ensuring that our collection, use, transfer and storage of PII complies with all applicable laws and regulations can increase our costs. Furthermore, we may not be able to ensure that customers and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was intercepted or otherwise compromised by third parties), we could be exposed to litigation or regulatory sanctions under privacy and data protection laws and regulations. Concerns regarding the effectiveness of our measures to safeguard PII, or even the perception that such measures are inadequate, could cause us to lose customers or potential customers and thereby reduce our revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage our reputation and otherwise adversely affect our business, financial condition and results of operations. \n

\n Our merchant acquiring services depend on our continued certification by, and registration with, Visa, Mastercard, and other payment networks. \n

\n Our ability to conduct our merchant acquiring services within our treasury services group depends on our continued good standing with, and adherence to the operating rules of, Visa, Mastercard, and other payment card networks through which we process transactions. To provide merchant acquiring services, we and, where applicable, our sponsored program participants must be registered with and certified by these networks and must maintain that registration and certification on an ongoing basis. The networks impose extensive and evolving operating rules governing virtually every aspect of our merchant acquiring services, including underwriting standards, merchant monitoring, data security, transaction processing, settlement, dispute resolution, and the conduct of the third parties through which we source and service merchants. These rules are complex, are set unilaterally by the networks, are subject to change with limited notice, and are interpreted and enforced by the networks in their discretion. If we fail to comply with the applicable network rules, the networks may impose a range of consequences on us. These include fines, penalties, and assessments, increased audit and reporting obligations, mandatory remediation, restrictions on the merchants or merchant categories we may board, suspension of our ability to register new merchants, and, in the most severe cases, the revocation of our certification or the termination of our registration. Any of these developments could increase our costs of compliance, reduce our revenues, limit our growth and materially and adversely affect our business, financial condition and results of operations. \n

\n We are a bank holding company and are dependent upon the Bank for cash flow, and the Bank’s ability to make cash distributions is restricted. \n

\n We are a bank holding company with no material activities other than activities incidental to holding the common stock of the Bank. Our principal source of funds to pay distributions on our common stock and service any of our obligations, other than further issuances of securities, is dividends received from the Bank. Furthermore, the Bank is not obligated to pay dividends to us, and any dividends paid to us would depend on the earnings or financial condition of the Bank, various business considerations and applicable law and regulation. As is generally the case for banking institutions, the profitability of the Bank is subject to the fluctuating cost and availability of money, changes in interest rates and economic conditions in general. In addition, various federal and state statutes and regulations limit the amount of dividends that the Bank may pay to the Company without regulatory approval. Moreover, we have pledged all of the stock of the Bank as collateral for a revolving line of credit. If we were to default on this line of credit, the lender of such line of credit could foreclose on the Bank’s stock and we would lose our principal asset. \n

\n The Bank is our principal asset, and all of the Bank’s outstanding stock has been pledged to secure a line of credit to the Company from an unrelated lender. \n

\n The Bank accounts for substantially all of our consolidated assets and earnings. The Company has a $10.0 million revolving line of credit from ServisFirst Bank. This revolving line of credit matures on June 10, 2027, and is secured by the \n

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\n Company’s pledge of all of the Bank’s outstanding common stock. An uncured default by the Company under the revolving line of credit or the Company’s inability to repay or refinance the revolving line of credit when it is due, could result in the Company’s loss of the Bank stock that has been pledged as collateral. \n

\n The Federal Reserve may require us to commit capital resources to support the Bank. \n

\n The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to its subsidiary banks and to commit resources to support its subsidiary banks. Under the “source of strength” doctrine that was codified by the Dodd-Frank Act, the Federal Reserve may require a bank holding company to make capital injections into a subsidiary bank at times when the bank holding company may not be inclined to do so and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. Accordingly, we could be required to provide financial assistance to the Bank if it experiences financial distress. \n

\n A capital injection may be required at a time when our resources are limited, and we may be required to borrow the funds or raise capital to make the required capital injection. Any loan by a bank holding company to its subsidiary bank is subordinate in right of payment to deposits and certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of any note obligations. Thus, any borrowing by a bank holding company for the purpose of making a capital injection to a subsidiary bank may become more difficult and expensive relative to other corporate borrowings. \n

\n We face a risk of noncompliance and enforcement action with the BSA and other anti-money laundering statutes and regulations. \n

\n The BSA, the USA PATRIOT Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The payments team within our treasury services group processes high volumes of electronic transactions including ACH transfers, and other payment flows which present elevated fraud and BSA/AML compliance risk due to the speed, volume, and activity of certain payment channels. Monitoring these transactions for suspicious activity requires sophisticated systems and experienced compliance personnel, and the failure to detect fraud and illicit activity through these channels could expose us to significant liability. Our federal and state banking regulators, the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”), and other government agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements. We are also subject to increased scrutiny of compliance with the regulations issued and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, which is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. If our program is deemed deficient, we could be subject to liability, including fines, civil money penalties and other regulatory actions, which may include restrictions on our business operations and our ability to pay dividends, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have significant reputational consequences for us. Any of these circumstances could have an adverse effect on our business, financial condition and results of operations. \n

\n The Bank’s FDIC deposit insurance premiums and assessments may increase. \n

\n Our Bank’s deposits are insured by the FDIC up to legal limits and, accordingly, our Bank is subject to insurance assessments based on our Bank’s average consolidated total assets less its average tangible equity. Our Bank’s regular assessments are determined by its CAMELS composite rating (a supervisory rating system developed to classify a bank’s overall condition by taking into account capital adequacy, assets, management capability, earnings, liquidity and sensitivity to market and interest rate risk), taking into account other factors and adjustments. In order to maintain a strong funding position and the reserve ratios of the DIF required by statute and FDIC estimates of projected requirements, the FDIC has the power to increase deposit insurance assessment rates and impose special assessments on all FDIC-insured financial institutions. Any future increases or special assessments could reduce our profitability and could have an adverse effect on our business, financial condition and results of operations. \n

\n If deposits generated through third-party programs are classified as “brokered deposits” under FDIC regulations, such a classification could affect our liquidity metrics, increase our FDIC deposit-insurance assessments, and if we were to cease to be “well-capitalized,” could restrict our ability to accept or renew such deposits. The FDIC has revisited, and may further revise, the \n

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\n definition of “deposit broker.” In addition, certain program deposits may be held in custodial or “for-benefit-of” accounts on which the availability of “pass-through” deposit insurance to end customers depends on satisfaction of applicable titling and recordkeeping requirements. Failures in recordkeeping or reconciliation, whether by us or by a client or intermediary, could impair the availability of pass-through insurance, expose us to customer and regulatory claims, and cause reputational harm. Any of these outcomes could materially and adversely affect our funding, liquidity, and results of operations. \n

\n Our risk management framework may not be effective in mitigating all risks inherent in our diverse business activities. \n

\n We operate multiple business lines offering a diverse range of products to our customers including traditional community and commercial banking, treasury services and a nationwide residential mortgage warehouse program, each of which presents distinct risk profiles. In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures, and systems that enable us to identify, monitor, and control our exposure to credit, operational, legal, regulatory, compliance, and reputational risks across all of these activities. Our risk management methods may prove to be ineffective due to their design, their implementation, the degree to which we adhere to them, or as a result of the lack of adequate, accurate, or timely information. If our risk management framework does not keep pace with our growth, complexity, or the evolving threat landscape, we could suffer losses that could have a material adverse effect on our business, financial condition and results of operations. In addition, we could be subject to regulatory criticism, litigation, or sanctions if our risk management practices are deemed inadequate. Our techniques for managing the risks we face may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate. \n

\n Risks Related to Our Common Stock \n

\n Our listing differs significantly from an initial public offering conducted on a firm-commitment basis. \n

\n This is not an initial public offering of common stock conducted on an underwritten basis. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following: \n

\n •\n
\n

\n There are no underwriters engaged. Consequently, prior to the opening of trading on Nasdaq, there will be no traditional book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the opening trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of trading of our common stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an initial public offering underwritten on a firm-commitment basis. Moreover, there will be no underwriters engaged on a firm-commitment underwritten basis assuming risk in connection with the initial resale of shares of our common stock. In an initial public offering underwritten on a firm-commitment basis, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could be greater volatility in the public price of our common stock during the period immediately following the listing. \n

\n •\n
\n

\n There is not a fixed number of securities available for sale. Therefore, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any or all of their common stock and there may initially be a lack of supply of, or demand for, our common stock on Nasdaq. Alternatively, we may have a large number of Registered Shareholders or other existing shareholders who choose to sell their common stock in the near term resulting in an oversupply of our common stock, which could adversely impact the public price of our common stock once listed on Nasdaq. \n

\n •\n
\n

\n None of our Registered Shareholders or other existing shareholders have entered into contractual lock-up agreements or other contractual restrictions on transfer, however, our directors, named executive officers and certain other shareholders are subject to restrictions as to the number of shares of common stock each may dispose of in any given period. In an underwritten initial public offering, it is customary for an issuer’s officers, directors, and most of its other shareholders to enter into an 180-day contractual lock-up arrangement with the underwriters to help promote orderly trading \n

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\n immediately after listing. Consequently, any of our Registered Shareholders, including our directors and officers who own our common stock and other significant shareholders, may sell any or all of their common stock at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant quantum, it may result in an oversupply of our common stock in the market, which could adversely impact the public price of our common stock. Sales of substantial amounts of our common stock in the public markets by insiders, our affiliates or our non-affiliates, or the perception that such sales might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us. \n

\n •\n
\n

\n We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading on Nasdaq. Instead, we intend to host an investor day, as well as engage in certain other investor education meetings. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation, and make one version of the presentation publicly available, without restriction, on a website. There can be no guarantees that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our common stock or sufficient demand among investors immediately after our listing, which could result in a more volatile public price of our common stock. \n

\n Such differences from an underwritten initial public offering could result in a volatile market price for our common stock and uncertain trading volume and may adversely affect your ability to sell your common stock. \n

\n The trading price of our common stock, upon listing on Nasdaq, may have little or no relationship to the historical sales prices of our capital stock in private transactions, and such private transactions have been limited. \n

\n No established public trading market for our common stock currently exists. There has been limited trading of our capital stock historically in private transactions. On the cover of this prospectus and in the section titled “Sale Price History of Our Capital Stock,” we have provided the historical sales prices of our capital stock in private transactions. Given the limited history of sales, this information may have little or no relation to broader market demand for our common stock and thus the initial trading price of our common stock on Nasdaq once trading begins. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the opening trading prices and subsequent trading prices of our common stock on Nasdaq. For more information about how the initial listing price on Nasdaq will be determined, see “Plan of Distribution.” \n

\n An active, liquid trading market for our common stock may not develop, and you may not be able to sell your common stock at or above your purchase price, or at all. \n

\n We expect our shares of common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for our shares of common stock, and an active market for our shares of common stock may not develop or be sustained after the listing, which could depress the market price of our shares of common stock and could affect the ability of our shareholders to sell our shares of common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of common stock. An inactive market may also impair our ability to raise capital by selling our shares of common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of common stock as consideration. \n

\n The price of our common stock could be volatile. \n

\n The market price of our common stock may be volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things: \n

\n •\n
\n

\n general economic conditions and overall market fluctuations; \n

\n •\n
\n

\n utilization of the direct listing process rather than traditional underwritten offering; \n

\n •\n
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\n actual or anticipated fluctuations in our quarterly or annual operating results; \n

\n •\n
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\n changes in accounting standards, policies, guidance, interpretations or principles; \n

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\n the public reaction to our press releases, our other public announcements and our filings with the SEC; \n

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\n •\n
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\n changes in financial estimates and recommendations by securities analysts following our stock, or the failure of securities analysts to cover our common stock; \n

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\n changes in our ability to meet the estimates of securities analysts; \n

\n •\n
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\n the operating and stock price performance of other comparable companies; \n

\n •\n
\n

\n the trading volume of our common stock; \n

\n •\n
\n

\n new technology used, or services offered, by competitors; \n

\n •\n
\n

\n changes in business, legal or regulatory conditions, or other developments affecting the financial services industry, participants in our industry, and publicity regarding our business or any of our significant customers or competitors; and \n

\n •\n
\n

\n future sales of our common stock by us, directors, executives and significant shareholders, including the sale of our common stock by our existing shareholders whose certain resales are subject to the volume, manner-of-sale and holding-period limitations of Rule 144, as described in “Shares Eligible for Future Sale.” \n

\n The realization of any of the risks described in this “Risk Factors” section could have a material adverse effect on the market price of our common stock and cause the value of your investment to decline. In addition, the stock market experiences extreme volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect investor confidence and could affect the trading price of our common stock over the short, medium or long term, regardless of our actual performance. If the market price of our common stock reaches an elevated level, it may materially and rapidly decline. In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted securities class action litigation. If we were to be involved in a class action lawsuit, we could incur substantial costs and it could divert the attention of our management team and have a material adverse effect on our business, financial condition and results of operations. \n

\n Following the listing of our common stock on Nasdaq, shares of our common stock registered under the registration statement of which this prospectus forms a part will trade on Nasdaq alongside shares that may be sold in transactions exempt from the registration requirements of the Securities Act, including sales by affiliates pursuant to Rule 144, shares issued pursuant to Rule 701 and shares sold in privately negotiated transactions. Because all of these shares will be fungible on Nasdaq and trade under the same ticker symbol, purchasers of our common stock in the open market following this listing may be unable to determine, or “trace,” whether the shares they purchased were registered under this registration statement or were sold in an exempt transaction. This tracing requirement is a precondition to asserting claims under Section 11 of the Securities Act, which provides for liability when a registration statement contains an untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, and under Section 12(a)(2) of the Securities Act, which provides for liability in connection with a prospectus or oral communication that includes an untrue statement or omission of a material fact. As a result, investors who purchase our common stock in the open market after this listing may have limited, or no, ability to pursue statutory remedies under the Securities Act against us or other parties who might otherwise be liable, which could diminish the value of their investment and their legal recourse in the event of a material misstatement or omission. \n

\n We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies.” These exemptions include the following: \n

\n •\n
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\n not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; \n

\n •\n
\n

\n less extensive disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and \n

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\n exemptions from the requirements to hold non-binding advisory votes on executive compensation and shareholder approval of any golden parachute payments not previously approved. \n

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\n We will remain an emerging growth company for up to five years, though we may cease to be an emerging growth company earlier under certain circumstances, including if, before the end of such five years, we are deemed to be a large accelerated filer under the rules of the SEC (which depends on, among other things, having a market value of common stock held by non-affiliates in excess of $700.0 million). \n

\n We are also a smaller reporting company, as defined in the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue taking advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, for so long as we continue to qualify as a non-accelerated filer, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. \n

\n We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our securities less attractive as a result of our election, we may have difficulty raising capital in possible future offerings and the market price of our securities may be more volatile. \n

\n The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations. \n

\n As a result of this offering, we will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition with the SEC. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur. We anticipate that these costs will materially increase our general and administrative expenses. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our strategic plan, which could prevent us from successfully implementing our growth initiatives and improving our business, results of operations and financial condition. \n

\n As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and an exemption from the requirement to obtain an attestation from our auditors on management’s assessment of our internal control over financial reporting. When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. \n

\n Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our Board. \n

\n The holders of our common stock will receive cash dividends if and when declared by our Board out of legally available funds. Any future determination relating to the payment of dividends will be made at the discretion of our Board and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects, regulatory restrictions, and other factors that our Board may deem relevant. \n

\n Our principal business operations are conducted through our subsidiary, the Bank. Cash available to pay dividends to our shareholders is derived in part from dividends paid by the Bank to us. The ability of the Bank to pay dividends to us, as well as our ability to pay dividends to our shareholders, will continue to be subject to, and limited by, certain legal and regulatory restrictions. Further, any lenders making loans to us may impose financial covenants that may be more restrictive with respect to dividend payments than the regulatory requirements. \n

\n The trading market for our common stock could be affected by whether equity research analysts publish research or reports about us and our business. We cannot predict at this time whether any research analysts will publish research and reports on us and our common stock. If one or more equity analysts do cover us and our common stock and publish research reports about us, the price of our stock could decline if one or more securities analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. If any of the analysts who elect to cover us downgrades our stock, our stock price could decline rapidly. If any of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid. \n

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\n If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline. \n

\n If our existing shareholders sell substantial amounts of our common stock in the public market following this listing, the market price of our common stock could decrease significantly. The perception in the public market that our existing shareholders might sell shares of common stock could also depress our market price. Based on the number of shares of our common stock outstanding as of September 30, 2026, we had 10,340,809 shares of our common stock outstanding (not including non-voting common stock). Our directors, executive officers and certain other officers, collectively representing 26.48% of our common shares, hold “control securities” subject to the volume and manner-of-sale limitations of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Other than these Rule 144 restrictions applicable to affiliates, there are no contractual lock-up agreements or other restrictions on transfer applicable to any of our shareholders. Accordingly, non-affiliate shareholders may sell their shares immediately upon listing without restriction, and affiliate shareholders are limited only by the volume, manner-of-sale, and holding period requirements of Rule 144. The market price of shares of our common stock may drop significantly if a large number of shares are sold in a short period. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities and could result in a decline in the value of your investment. \n

\n We also intend to file one or more registration statements on Form S-8 under the Securities Act, covering approximately 1,184,070 shares of our common stock, including 573,899 remaining shares that have been reserved for future issuance under our 2021 Stock Incentive Plan (as defined below), 59,070 shares issuable upon exercise of stock options outstanding under our 2017 Long-Term Incentive Plan (as defined below) and 176,777 shares issuable under the Deferred Compensation Plan, and may file future registration statements to register shares that may be issued under equity incentive or other purchase plans. Accordingly, subject to certain vesting requirements, shares registered under those other registration statements will be available for sale in the open market by persons other than our executive officers and directors. \n

\n A future issuance of stock could dilute the value of our common stock. \n

\n We may sell additional shares of common stock, or securities convertible into or exchangeable for such shares, in subsequent public or private offerings. Future issuance of any new shares could cause further dilution in the value of our outstanding shares of common stock. We cannot predict the size or timing of future issuances of our common stock, or securities convertible into or exchangeable for such shares, or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock. \n

\n Our common stock is subordinate to our existing and future indebtedness. \n

\n Shares of our common stock are equity interests and do not constitute indebtedness. As such, our common stock ranks junior to all our customer deposits and indebtedness, and other non-equity claims on us, with respect to assets available to satisfy claims. In addition, the shares of common stock rank junior to the holders of our lines of credit, outstanding subordinated notes and any trust preferred securities. As of June 30, 2026, we had approximately $82.6 million in aggregate principal amount of total debt outstanding. In the event of our liquidation, dissolution, or winding up, holders of our subordinated debt, depositors, and other creditors would receive distributions from our available assets before the holders of our common stock would be entitled to any distributions. \n

\n We may issue shares of preferred stock in the future which adversely affect holders of our common stock and depress the price of our common stock. \n

\n Our Articles of Incorporation authorize us to issue up to 10 million shares of one or more series of preferred stock. Our Board has the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and materially adversely affect the market price and the voting and other rights of the holders of our common stock. \n

\n Our Articles of Incorporation and our Bylaws could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial by our shareholders. Furthermore, with certain limited exceptions, federal regulations prohibit \n

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\n a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring 10% or more (5% or more if the acquirer is a bank holding company) of any class of our securities with voting rights or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the management or policies of our Company without prior notice or application to and the approval of the Federal Reserve. Accordingly, prospective investors must comply with these requirements, if applicable, in connection with any purchase of shares of our common stock. Collectively, provisions of our Articles of Incorporation and Bylaws and other statutory and regulatory provisions may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our shareholders receiving a premium over the market price for their common stock. Moreover, the combination of these provisions effectively inhibits certain business combinations, which, in turn, could adversely affect the market price of our common stock. \n

\n An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment. \n

\n An investment in our common stock is not a deposit account or other obligation of the Bank and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other governmental, public or private entity. An investment in our common stock is inherently risky for the reasons described herein. As a result, if you acquire our common stock, you could lose some or all of your investment. \n

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\n CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS \n

\n This prospectus contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would” and “annualized” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. \n

\n A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including but not limited to, the following: \n

\n •\n
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\n general economic, business, and financial market conditions, including inflation, changes in interest rates, and conditions affecting the financial services industry nationally and in our primary market areas, particularly the Atlanta metropolitan area and our focus on small and mid-sized businesses; \n

\n •\n
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\n concentration of our loan portfolio in commercial real estate and other real estate-related credit, and the associated credit risk from changes in real estate values, borrower financial health, and project performance; \n

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\n the adequacy of our allowance for credit losses and the methodology used to estimate it; \n

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\n our ability to manage growth, maintain asset quality, and achieve profitable operating efficiency as we expand; \n

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\n changes in the quality or composition of our loan or investment portfolios; \n

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\n our hedging strategies to mitigate risks associated with changes in interest rates; \n

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\n the makeup of our asset mix and investments; \n

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\n our ability to increase our operating efficiency; \n

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\n the risk that balance sheet growth, revenue growth, and loan growth expectations may differ from actual results; \n

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\n our ability to retain our existing customers and attract and retain new customer relationships; \n

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\n our ability to access cost-effective and stable funding sources, including deposits, wholesale funding, and borrowings, and to maintain sufficient liquidity; \n

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\n our ability to mitigate credit risk and chargebacks of our merchant clients; \n

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\n our reliance on, and the performance of, highly regulated and specialized services such as payment processing and the merchant acquiring services within our treasury services group as well as our residential mortgage warehouse program; \n

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\n competition from banks, credit unions, financial technology companies, and other non-bank financial services providers, including with respect to digital assets and emerging technologies, many of which may be subject to different regulations than we are; \n

\n •\n
\n

\n our ability to attract, retain, and manage qualified personnel, including key executive officers; \n

\n •\n
\n

\n our dependence on third-party service providers, ISOs, TPPPs and independent mortgage originators; \n

\n •\n
\n

\n cybersecurity threats, data breaches, fraud, and disruptions to our technology and third-party service provider systems; \n

\n •\n
\n

\n our and others’ utilization of AI and ML technologies and the associated model, operational, and regulatory risks; \n

\n •\n
\n

\n our ability to comply with the extensive regulation of the banking industry, including capital, consumer protection, anti-money laundering, and privacy requirements, and the results of regulatory examinations and enforcement actions; \n

\n •\n
\n

\n our ability to continuously adhere to rules and requirements of payment networks; \n

\n •\n
\n

\n inaccuracies or other failures from the use of models, including the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions; \n

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\n •\n
\n

\n changes in monetary, fiscal, and economic policy, including actions by the Federal Reserve and other governmental authorities, and broader macroeconomic and geopolitical developments, including trade and tariff policy; \n

\n •\n
\n

\n changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board (“FASB”), the SEC or the Public Company Accounting Oversight Board; \n

\n •\n
\n

\n changes in the scope and cost of FDIC insurance and other coverage; \n

\n •\n
\n

\n risks associated with pursuing acquisitions and integrating acquired businesses, such as Georgia Primary and Tandem; \n

\n •\n
\n

\n restraints on the ability of the Bank to pay dividends to us, which could limit our liquidity; \n

\n •\n
\n

\n our ability to maintain adequate internal controls over financial reporting; \n

\n •\n
\n

\n litigation, regulatory proceedings, and other contingencies that could result in liability, penalties, or reputational harm; \n

\n •\n
\n

\n risks specific to this offering, including potential volatility in the price of our common stock as a result of it being initially offered through a direct listing without an underwriter, the development of a trading market for our common stock, limited ability to trace certain claims under Section 11 and Section 12 of the Securities Act, our status as an emerging growth company or smaller reporting company, our dividend policy, and dilution to existing shareholders; \n

\n •\n
\n

\n inflation and changes in the interest rate environment that can reduce our margins or reduce the fair value of the financial instruments due to changes in consumer spending, borrowing and savings habits; \n

\n •\n
\n

\n political instability or civil unrest and/or acts of war or terrorism; \n

\n •\n
\n

\n the occurrence of significant natural disasters; \n

\n •\n
\n

\n 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 the federal budget and economic policy; and \n

\n •\n
\n

\n other risks and factors identified in this prospectus under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein. \n

\n The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. Due to these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by the forward-looking statements in this prospectus. In addition, our past results of operations are not necessarily indicative of our future results. These forward-looking statements represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. However, the events and circumstances reflected in the forward-looking statements may not be achieved or occur. For example, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Any forward-looking statement speaks only as of the date on which it is made, and except as required by applicable law, we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. \n

\n These statements are inherently uncertain, and we cannot guarantee future results, performance or achievements. You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance and events and circumstances may be materially different from what we expect. See the section entitled “Where You Can Find Additional Information.” \n

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\n USE OF PROCEEDS \n

\n This prospectus relates to the sale of our common stock by the Registered Shareholders. The Registered Shareholders, at their discretion, may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent the Registered Shareholders choose to sell their shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock. \n

\n We will pay for expenses of this offering, except that the Registered Shareholders will pay any broker discounts or commissions or equivalent expenses and expenses of their legal counsel applicable to the sale of their shares. \n

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\n MARKET FOR THE COMMON STOCK \n

\n Market for Common Stock \n

\n Prior to this offering, our common stock has not been traded on an established public trading market, and quotations for our common stock were not reported on any market. As a result, there has been no regular market for our common stock. As of September 30, 2026, there were 601 holders of record of our common stock. \n

\n We have applied to list our common stock for trading on Nasdaq under the symbol “GBC.” This offering is contingent on the approval of our listing application. \n

\n However, we cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. See the “Plan of Distribution” section for more information regarding the process of directly listing our common stock on Nasdaq and the factors which determine how the initial trading and pricing will occur. \n

\n Equity Compensation Plan Information \n

\n The following table sets forth the information as of December 31, 2025 with respect to shares of common stock that may be issued under the Company’s equity compensation plans: \n

\n \n Plan Category \n \n	\n \n Number of Securities \n \n to be Issued Upon \n \n Exercise of Outstanding \n \n Options and Rights \n \n (a) \n \n		\n \n Weighted Average \n \n Exercise Price of \n \n Outstanding Options \n \n and Rights \n \n (b)\n \n	\n \n Number of Securities Remaining \n \n available for Future Issuance \n \n Under Equity Compensation \n \n Plan (Excluding Securities \n \n Reflected in Column (a)) \n \n (c) \n \n
\n \n Equity compensation plans approved by security holders(1)\n \n		132,787			$	21.62(2)	526,304
\n \n Equity compensation plans not approved by security holders(3)(4)\n \n		59,070				14.09	78,495
\n \n Total at December 31, 2025 \n \n		191,857			$	15.33	604,799

\n (1)\n
\n

\n Reflects 11,617 outstanding stock options and 121,170 restricted stock units (“RSUs”) granted under our 2021 Stock Incentive Plan. Shares available for future awards under the 2021 Stock Incentive Plan are reflected in column (c), all of which may be issued pursuant to grants of full-value stock awards. In July 2026, our shareholders approved an amendment to the original 2021 Stock Incentive Plan authorizing and reserving an additional 500,000 shares for a total of 1,026,304 shares reserved for future issuance. In July 2026, our Board then amended and restated our 2021 Stock Incentive Plan, which reserves a total of 1,125,000 shares of our common stock for issuance under the 2021 Stock Incentive Plan.\n

\n (2)\n
\n

\n The weighted average exercise price does not take into account the 121,170 RSUs included in column (a), as RSUs have no exercise price.\n

\n (3)\n
\n

\n Reflects outstanding stock options granted under the 2017 Long-Term Incentive Plan. Shares available for future awards under the 2017 Long-Term Incentive Plan are reflected in column (c). The 2017 Long-Term Incentive Plan reserves a total of 139,326 shares of our common stock for issuance. \n

\n (4)\n
\n

\n In addition to the stock options reflected in the table, approximately 28,009 stock options were outstanding as of December 31, 2025 under individual nonqualified stock option award agreements at a weighted average exercise price of approximately $6.07. There are no shares remaining available for future issuance under these individual arrangements. \n

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\n DIVIDEND POLICY \n

\n Holders of our common stock are only entitled to receive dividends when, as and if declared by our Board out of funds legally available for dividends. We have not paid any cash dividends on our capital stock since the Recapitalization in 2021, and we do not intend to pay cash dividends for the foreseeable future. \n

\n Any future determination to pay cash dividends on our common stock will be made by our Board and will depend on a number of factors, including: \n

\n •\n
\n

\n our historical and projected financial condition, liquidity and results of operations; \n

\n •\n
\n

\n our capital levels and requirements; \n

\n •\n
\n

\n statutory and regulatory prohibitions and other limitations; \n

\n •\n
\n

\n any contractual restriction on our ability to pay cash dividends, including pursuant to the terms of any of our credit agreements or other borrowing arrangements; \n

\n •\n
\n

\n our business strategy; \n

\n •\n
\n

\n tax considerations; \n

\n •\n
\n

\n any acquisitions or potential acquisitions that we may examine; \n

\n •\n
\n

\n general economic conditions; and \n

\n •\n
\n

\n other factors deemed relevant by our Board. \n

\n As a Georgia corporation, we may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our Articles of Incorporation, or unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of our business or our total assets would be less than the sum of our total liabilities. \n

\n In addition, the terms of our debt agreements (such as those governing our outstanding subordinated debt securities) may limit our ability to pay dividends in certain circumstances and future agreements governing our indebtedness may similarly limit our ability to pay dividends. \n

\n We are also subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. The Federal Reserve has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve’s policy provides that dividends should be paid only to the extent that the company’s net income for the past two years is sufficient to fund the dividends and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve has the authority to prohibit a bank holding company from paying dividends if such payment is deemed to be an unsafe or unsound practice. \n

\n Because we are a bank holding company, we are dependent upon the payment of dividends by the Bank to us as our principal source of funds to pay cash dividends in the future, if any, and to make other payments. The Bank is also subject to various legal, regulatory and other restrictions on its ability to pay dividends and make other distributions and payments to us. A Georgia state bank may generally pay dividends out of retained earnings without the prior approval of the GDBF, but must obtain the GDBF’s approval to pay dividends other than from retained earnings, and in the other circumstances described under “Supervision and Regulation — Regulation of Company — Payment of Dividends.” The FDIC generally does not require bank dividends to be approved so long as the dividend is in an amount no greater than the Bank’s year-to-date net income plus its retained net income for the prior two years. See the section entitled “Supervision and Regulation” for more information regarding the regulatory dividend restrictions applicable to us and the Bank. \n

\n The GDBF and the FDIC have the authority to prohibit the Bank from paying dividends if such payment is deemed to be an unsafe or unsound practice. In addition, as a depository institution the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC or if in the FDIC’s opinion, the payment of dividends would constitute an unsafe or unsound practice. To pay a cash dividend, a state bank must also maintain an adequate capital conservation buffer under the regulatory capital rules.\n

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\n MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS \n

\n The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes thereto and other financial information included elsewhere in this prospectus. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to the extent required by law. \n

\n The following discussion presents management’s perspective on our results of operations and financial condition on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relate primarily to activities conducted by the Bank. \n

\n Overview \n

\n Fiscal year 2025 and the first six months of 2026 were transformative periods for our Company, during which we advanced our strategic growth objectives through both acquisition and organic expansion. On March 1, 2025, we completed our acquisition of Georgia Primary, which at the time of the completion of the acquisition was a $341.1 million asset bank headquartered in Atlanta, Georgia. Acquiring Georgia Primary added two branch locations, a complementary loan portfolio and a seasoned deposit franchise to our platform. We completed the integration of Georgia Primary during 2025. The transaction resulted in $6.7 million of merger and conversion related expenses, substantially all of which was recognized in the first half of 2025 and materially affected our reported results for that period. On June 1, 2026, we completed our acquisition of Tandem, an approximately $321.3 million asset bank based on preliminary fair value adjustments. This acquisition expanded our geographic footprint across the Atlanta MSA by adding a full-service branch location and three loan production offices. As of June 30, 2026, we had recognized approximately $3.5 million in merger and conversion related expenses, with additional integration costs expected during the remainder of 2026. Notwithstanding these one-time costs, the underlying performance of the combined franchise demonstrated the strategic merit of these acquisitions. \n

\n Six Months Ended June 30, 2026 Highlights \n

\n For the six months ended June 30, 2026, the Company continued to deliver meaningful growth in key financial and operational metrics. Total assets increased 20.7% to $3.3 billion at June 30, 2026, compared to $2.7 billion at December 31, 2025, with the increase primarily attributable to the completed acquisition of Tandem and continued organic loan growth of approximately $120.1 million. Total gross loans inclusive of held-for-sale reached $2.6 billion at June 30, 2026, representing an increase of $360.1 million, or 16.1%, from December 31, 2025, of which approximately $240.1 million was attributable to loans acquired in the Tandem transaction. Total deposits grew to approximately $2.8 billion as of June 30, 2026. Net interest income increased 19.3% to $55.9 million for the six months ended June 30, 2026, compared to $46.9 million for the six months ended June 30, 2025, driven by a $314.1 million increase in average outstanding loans and interest-earning asset growth that outpaced growth in interest-bearing liabilities. Net interest margin improved to 4.36% for the six months ended June 30, 2026, compared to 4.17% for the six months ended June 30, 2025. Net income for the six months ended June 30, 2026 was $13.3 million, compared to $6.7 million for the six months ended June 30, 2025, representing an increase of $6.6 million. Shareholders’ equity increased $73.7 million to $278.7 million at June 30, 2026, from $204.9 million at December 31, 2025, primarily as a result of the Tandem acquisition and the June 2026 Private Placement that generated net proceeds of $36.6 million. The comparability of our results for the six months ended June 30, 2026 was impacted by the acquisition of Tandem, which was completed in June 2026. As a result, certain changes in net interest income, noninterest income, noninterest expense, loans and deposits reflected in the comparisons below were attributable to acquired balances and operations associated with Tandem, while the remainder reflected organic growth generated by our legacy operations. Where practicable, we have quantified the impact of the Tandem acquisition separately from organic growth. \n

\n Asset quality for the six months ended June 30, 2026 remained stable, reflecting the continued benefit of disciplined underwriting and risk management practices. The net charge-off ratio as a percentage of average loans, annualized, was 0.10% for the six months ended June 30, 2026. Nonperforming loans were $17.3 million at June 30, 2026, compared to $14.7 million at December 31, 2025, with the increase primarily attributable to two commercial relationships totaling $5.7 million that migrated to nonaccrual status during the period, partially offset by a $3.7 million relationship that was paid out. The allowance for credit losses was $29.0 million, or 1.39% of total gross loans held for investment, at June 30, 2026, compared to $25.6 million, or 1.48%, at December 31, 2025, with the increase primarily attributable to the Tandem acquisition and the related allowance \n

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\n associated with acquired loans. At June 30, 2026, the Bank’s capital ratios exceeded all applicable minimum capital requirements and the regulatory standards required to be classified as well-capitalized under applicable regulatory capital frameworks. Management believes that these capital levels, together with the capital raised in June 2026, provide the Company with the flexibility to support continued balance sheet growth, integration of the Tandem acquisition, and ongoing strategic initiatives while maintaining a sound risk profile. \n

\n Fiscal Year 2025 Highlights \n

\n As a result of the acquisition and continued organic growth, total assets increased 19.4% to $2.7 billion at December 31, 2025, from $2.3 billion at December 31, 2024. Total gross loans held for investment reached $1.7 billion, representing a 31.4% increase year-over-year, and total gross loans inclusive of held-for-sale reached $2.2 billion. Total deposits grew 29.0% to $2.4 billion, with noninterest-bearing demand deposits increasing 56.8% to $617.4 million. Management attributes growth in noninterest-bearing deposits to the continued success of our commercial banking and treasury services initiatives in attracting core operating relationships. Net interest income grew 42.8% to $102.4 million for the year ended December 31, 2025, and total noninterest income increased to $10.3 million from $7.3 million for the prior year period. Net income increased 161% to $22.1 million, or $2.62 diluted earnings per share, compared to $8.5 million, or $1.12 diluted earnings per share, for the year ended December 31, 2024. For the year ended December 31, 2025, the Company generated a return on average assets of 0.88%, a return on average common equity of 11.96%, a net interest margin of 4.26%, and an efficiency ratio of 69.5%. Total shareholders’ equity grew to $204.9 million at December 31, 2025, and tangible book value per share was $23.03. The comparability of our results for 2025 was impacted by the acquisition of Georgia Primary, which was completed in March 2025. As a result, certain changes in net interest income, noninterest income, noninterest expense, loans and deposits reflected in the comparisons below were attributable to acquired balances and operations associated with Georgia Primary, while the remainder reflected organic growth generated by our legacy operations. Where practicable, we have quantified the impact of the Georgia Primary acquisition separately from organic growth. \n

\n Asset quality throughout fiscal year 2025 reflected the benefits of our disciplined underwriting standards and risk management framework. Gross charge-offs declined 81.2% to approximately $1.0 million for the year ended December 31, 2025, from $5.5 million for the year ended December 31, 2024, and nonaccrual loans totaled $14.7 million at December 31, 2025. The allowance for credit losses was $25.6 million, or 1.48% of total gross loans held for investment, at December 31, 2025, representing what management believes to be an appropriate reserve relative to the risk profile of the loan portfolio. At December 31, 2025, the Bank was well-capitalized under all applicable regulatory capital frameworks, with a Total Capital to Risk-Weighted Assets ratio of 12.74%, a Tier 1 Capital to Risk-Weighted Assets ratio of 11.52%, a Common Equity Tier 1 Capital ratio of 11.52%, and a Tier 1 Leverage Ratio of 9.37%, each of which exceeded the minimum ratios required to be classified as well-capitalized by a meaningful margin. Management believes that these capital levels provide the Company with the flexibility to support continued balance sheet growth while maintaining a sound risk profile. \n

\n Key Factors Affecting Our Business \n

\n Interest Rates \n

\n Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits and market interest rates. \n

\n The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur. \n

\n Operating Efficiency \n

\n We have invested significantly in personnel, management resources and core processing systems to support our growth. As we leverage these investments across a larger operating base, we expect our operating efficiency to improve. However, the timing and extent of any improvement will depend on our ability to grow revenue without proportionate increases in operating expenses. \n

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\n Credit Quality \n

\n We have well established loan policies and underwriting practices that have resulted in very low levels of charge-offs and nonperforming assets. We strive to originate quality loans that will maintain the credit quality of our loan portfolio. However, credit trends in the markets in which we operate are largely impacted by economic conditions beyond our control and can adversely impact our financial condition. \n

\n Competition \n

\n The industry and businesses in which we operate are highly competitive. We may see increased competition in different areas including interest rates, underwriting standards and product offerings and structure. While we seek to maintain an appropriate return on our investments, we anticipate that we will experience continued pressure on our net interest margins as we operate in this competitive environment. \n

\n Economic Conditions \n

\n Our business and financial performance are affected by economic conditions generally in the United States and more directly in the Southeast, where we primarily operate. The significant economic factors that are most relevant to our business and our financial performance include, but are not limited to, GDP, real estate values, interest rates and unemployment rates. \n

\n Public Company Costs \n

\n Following the effectiveness of this offering, we expect to incur additional costs associated with operating as a public company, hiring additional personnel, enhancing technology and expanding our capabilities. We expect that these costs will include legal, regulatory, accounting, investor relations and other expenses that we generally did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, require public companies to implement specified corporate governance practices that are currently inapplicable to us as a private company. These additional rules and regulations will increase our legal, regulatory, accounting and financial compliance costs and will require devotion of additional resources from our management team. \n

\n Critical Accounting Policies and Estimates \n

\n Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources. \n

\n Certain policies inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our Allowance for Credit Losses (“ACL”), fair value measurements, stock-based compensation, income taxes and goodwill to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic environment and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies and estimates, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our Board. \n

\n Our most significant accounting policies are presented in Note 1 of the accompanying consolidated financial statements as of December 31, 2025. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this Management’s Discussion and Analysis section, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. \n

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\n Operating Segment \n

\n We principally operate in one business segment, which is banking. Accounting standards require that information be reported about a company’s operating segments using a “management approach.” While management monitors the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable segment as the current operating model is structured whereby all banking locations serve a similar base of customers utilizing a company-wide offering of similar products and services managed through similar processes and technology platforms. The segment measure of profit or loss is consolidated net income according to the consolidated statements of operations, the measure of segment assets is total assets of the consolidated company according to the consolidated balance sheets, and the accounting policies of the segment are the same as those described in Note 1 to our consolidated financial statements. The segment’s revenues are primarily derived from retail and commercial banking products, and investment income. \n

\n Allowance for Credit Losses \n

\n The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed. Accrued interest receivable on loans is excluded from the estimate of credit losses. For the majority of loans, the ACL is calculated using a discounted cash flow methodology applied at the individual loan level. Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments and curtailments. The methodology incorporates reasonable and supportable forecasts over a one-year period, followed by a one-year straight-line reversion to long-term loss expectations. Expected losses are calculated based on forecasted loss rates and recovery assumptions and are aggregated to determine the ACL for collectively evaluated loans. \n

\n Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of financial assets as of the reporting date. Management will also use relevant forward-looking information and expectations drawn from reasonable and supportable forecasts when estimating the ACL. The information is obtained from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. The loss rate methodology is designed to estimate expected credit losses over the contractual life of the loans for the entire portfolio utilizing reasonable and supportable economic forecasts, historical loss experience, expected prepayments and curtailments and qualitative adjustments. By segmenting the loan portfolio by call code, historical loss rates can be utilized from a diversified peer group of banks under similar economic conditions to those in the economic forecast. The model takes into consideration observed historical loss rates from peer banks and combines this with internal and third-party benchmark studies associated with prepayment speeds, curtailment rates, recovery rates and funding projections to estimate historical losses on the portfolio. Qualitative factors, which require management judgment related to various sources of external and internal data, are incorporated into the overall allowance. Adjustments to modeled loss estimates may be made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as for changes in environmental conditions, such as changes in economic conditions, property values or other relevant factors. \n

\n The ACL is measured on a collective basis when similar risk characteristics exist. The Bank has identified the following portfolio segments and calculates the ACL for each using a discounted cash flow methodology at the loan level based on a forecasted loss rate determined based on underlying assumptions that most closely align with the underlying loans current and expected conditions: \n

\n •\n
\n

\n Construction and land development — Construction and land development loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. These loans can carry the risk of cost overruns, changes in market demand for property, zoning and/or environmental issues and declines in real estate values. \n

\n •\n
\n

\n Single family residential — Residential loans include permanent mortgage financing and home equity lines of credit secured by first and second deeds on residential properties. These loans are susceptible to weakening general economic conditions, increases in unemployment rates and declining real estate values. \n

\n •\n
\n

\n Commercial real estate — Commercial real estate loans include loans secured by owner-occupied commercial buildings for office, storage, retail, farmland, and warehouse space. They also include non-owner-occupied commercial buildings such as leased retail and office space. Commercial real estate loans may be larger in size and may involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties. \n

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\n •\n
\n

\n Multifamily — The Bank’s multifamily residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans also may be affected by increases in unemployment rates and deteriorating market values of real estate. \n

\n •\n
\n

\n Commercial and financial — Commercial and financial loans are made to businesses and are typically secured by business assets such as accounts receivable, inventory, and equipment, or are unsecured, and include loans to non-depository financial institutions. Repayment generally depends on the successful operation and cash flow of the borrower’s business and may be more sensitive to adverse economic conditions than real estate — secured loans, and the collateral securing these loans may fluctuate in value or be difficult to liquidate. \n

\n •\n
\n

\n Consumer — Consumer loans include automobile loans, revolving credit plans, and other loans to individuals for household, family, and other personal purposes. These loans may be unsecured or secured by rapidly depreciating collateral, and are susceptible to weakening general economic conditions, increases in unemployment rates, and reductions in borrower disposable income. \n

\n Although management believes its process for determining the allowance adequately considers the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods. \n

\n Additional information on the loan portfolio and ACL can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Loans.” See Note 1 to the consolidated financial statements included in this prospectus for additional information regarding our accounting policies related to the ACL. \n

\n Stock-Based Compensation \n

\n We account for share-based compensation awards granted to employees, directors and non-employees in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 requires compensation cost for share-based payment awards to be measured at fair value on the grant date and recognized in the financial statements over the period during which the grantee is required to provide service in exchange for the award, which is generally the vesting period. The Company measures the grant-date fair value of stock options and other option-type awards using the Black-Scholes option-pricing model, which requires management to make assumptions, including the expected term of the award, expected volatility of our common stock, the risk-free interest rate and expected dividend yield. \n

\n We generally measure the grant-date fair value of restricted stock awards and restricted stock units based on the fair value of the Company’s common stock on the date of grant. Compensation cost for service-based awards is recognized on a straight-line basis over the requisite service period for the award, and compensation cost for awards with graded vesting is recognized over the requisite service period for the entire award unless the terms of the award or applicable accounting guidance require recognition for each separately vesting tranche. Compensation cost for awards with performance conditions is recognized when achievement of the performance condition is probable, and the amount recognized is adjusted in subsequent periods if the probability assessment changes. The Company recognizes forfeitures of share-based compensation awards as they occur, and previously recognized compensation cost is reversed in the period in which an award is forfeited before completion of the requisite service period. \n

\n Fair Value Measurements \n

\n ASC Topic 820, Fair Value Measurement defines fair value as the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not available, management judgment is necessary to estimate fair value. \n

\n The fair values for available-for-sale (“AFS”) securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of our securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. \n

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\n We account for mergers and acquisitions that qualify as a business combination under ASC 805, Business Combinations, which requires the use of the acquisition method of accounting. Under the acquisition method, we record all identifiable assets acquired, including intangible assets and the liabilities assumed at their fair values as of the acquisition date. Determining fair values of net assets acquired often involves estimates based on third-party valuations, such as appraisals or internal valuations based on discounted cash flow analysis or other valuation techniques. These methodologies are inherently subjective and involve significant assumptions, adjustments, and judgment around the selection of assumptions including, among others, discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. The determination of the useful lives over which an intangible asset will be amortized is also subjective. While the selected fair values represented our best estimate of fair value as of the acquisition date, these estimates are inherently uncertain. In addition, the acquisition method of accounting allows for a measurement period to adjust acquisition accounting for up to one year after the acquisition date, for new information that existed at the acquisition date but may not have been known or available at that time. \n

\n From time to time, we may record assets at fair value on a nonrecurring basis, usually as a result of the write-downs of individual assets due to impairment or to value real estate or property obtained through foreclosure or repossession. In particular, nonaccrual loans may be carried at the fair value of collateral if repayment is expected solely from the collateral. Although management believes its processes for determining the fair value of collateral-dependent loans are appropriate, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value. \n

\n In addition, changes in market conditions may reduce the availability of quoted prices or observable data. See Note 21 of our consolidated financial statements as of December 31, 2025, included elsewhere in this prospectus, for a complete discussion of fair value of financial assets and liabilities and their related measurement practices. \n

\n Goodwill Impairment \n

\n We record goodwill as a result of acquisitions accounted for under the acquisition method of accounting. Under the acquisition method, we are required to allocate the consideration paid for an acquired company to the assets acquired, including identified intangible assets, and liabilities assumed based on their estimated fair values at the date of acquisition. Goodwill represents the excess cost over the fair value of net assets acquired and is not amortized but is tested for impairment when indicators of impairment exist, and, in any case, at least annually. \n

\n The value of recorded goodwill is supported by revenue that is driven by the volume of business transacted and our ability to provide quality, cost-effective services in a competitive marketplace. A decline in earnings as a result of a lack of growth or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. Goodwill impairment exists when the carrying value of the reporting unit (as defined by GAAP) exceeds its fair value and an impairment loss is recognized in earnings in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. \n

\n The process of evaluating goodwill for impairment involves highly subjective and complex judgments, estimates and assumptions regarding the fair value of our reporting unit and, in some cases, goodwill itself. As a result, changes to these judgments, estimates and assumptions in future periods could result in materially different results. The Company tests goodwill for impairment annually, or more frequently if events or circumstances change, indicating that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The determination of fair value of the reporting unit may include a discounted cash flow analysis incorporating assumptions regarding projected revenue growth rates, operating margins and weighted average cost of capital. These assumptions are inherently uncertain and could be adversely affected by factors including regulatory changes, macroeconomic conditions, interest rate changes, competitive pressures, changes in customer demand, or deterioration in financial performance. If actual results differ from our assumptions, or if adverse changes in these factors occur, we could be required to record a material goodwill impairment charge in future periods, which could have a material effect on our results of operations and financial condition. \n

\n Income Taxes \n

\n Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income \n

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\n in the period that includes the enactment date. Deferred tax assets are reduced, if necessary, by the amount of such benefits that are more likely than not expected to be realized based upon available evidence. \n

\n Emerging Growth Company Considerations \n

\n The JOBS Act contains provisions that, among other things, reduce certain reporting and other regulatory requirements for qualifying public companies. As an “emerging growth company,” we have elected under the JOBS Act to retain the ability to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. In the event we choose in the future to delay adoption of future accounting pronouncements applicable to public companies, our consolidated financial statements as of a particular date and for a particular period in the future may not be comparable to the financial statements as of such date and for such period of a public company situated similarly to us that is neither an emerging growth company nor an emerging growth company that has opted out of the extended transition period. Such financial statements of the other company may be prepared in conformity with new or revised accounting standards then applicable to public companies, but not to private companies, while, if we are then in the extended transition period, our consolidated financial statements would not be prepared in conformity with such new or revised accounting standards. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. \n

\n Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act, (ii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), (iii) provide more extensive disclosures regarding our executive compensation arrangements, including a “compensation discussion and analysis” section and all of the disclosures required under the Dodd-Frank Act, and (iv) hold nonbinding advisory votes on executive compensation and golden parachute arrangements. These exemptions will apply for a period of five years following the effectiveness of the registration statement of which this prospectus is a part or until we are no longer an emerging growth company, whichever is earlier. \n

\n Primary Factors Used to Evaluate Our Business \n

\n In addition to net income, the primary factors we use to evaluate and manage our results of operations include net interest income, noninterest income and noninterest expense. \n

\n Net Interest Income \n

\n Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, FHLB advances, subordinated notes and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets for the same period. We manage our earning assets and funding sources to maximize this margin while limiting credit risk and interest rate sensitivity to comply with our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin. \n

\n Noninterest Income \n

\n Noninterest income is a secondary contributor to our net income. Noninterest income consists primarily of interchange and card revenue, servicing fees, revenue streams such as service charges and other fees on deposit accounts, FHLB dividends, bank-owned life insurance (“BOLI”) income and other miscellaneous income. Certain of the Company’s noninterest revenue streams, such as contracts with customers, are covered by ASC Topic 606, Revenue from Contracts with Customers. See Note 1 of our audited consolidated financial statements for additional information. \n

\n Noninterest Expense \n

\n Noninterest expense includes salaries and employee benefits, occupancy and equipment costs, Federal deposit insurance expense, communication expenses, data processing and software fees, professional services fees, loan-related costs and other general and administrative expenses. In evaluating our level of noninterest expense, we closely monitor our efficiency ratio. The \n

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\n efficiency ratio is calculated by dividing noninterest expense by net interest income plus noninterest income. We constantly seek to identify ways to streamline our business and operate more efficiently. \n

\n Over the past several years, we have invested significant resources in personnel and infrastructure. We expect that our efficiency ratio will improve due, in part, to our past investment in infrastructure. We believe that we are currently well positioned to continue our growth trajectory without meaningful additions to our cost structure. \n

\n Primary Factors Used to Evaluate Financial Condition \n

\n The primary factors we use to evaluate and manage our financial condition include asset quality, capital and liquidity. \n

\n Asset Quality \n

\n We manage the quality of our loans based upon trends at the overall loan portfolio level as well as within specific product type. We measure and monitor key factors that include the level and trend of classified, delinquent, nonaccrual and nonperforming assets, collateral coverage and credit scores and debt service coverage, where applicable. The metrics directly impact our evaluation of the adequacy of our allowance for credit losses. \n

\n Capital \n

\n We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for credit losses, our geographic and industry concentrations, and other risk factors in our balance sheet, including interest rate sensitivity. Bank holding companies and banks are subject to various regulatory capital requirements administered by federal bank and state regulatory agencies. The Bank is subject to minimum risk-based and leverage capital requirements under federal regulations implementing the Basel III framework, and to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Our capital ratios and the capital ratios of the Bank at June 30, 2026, exceeded all applicable minimum capital requirements and the regulatory standards for the Bank to be “well-capitalized.” See the section entitled “Supervision and Regulation” for more information regarding the regulatory capital adequacy requirements applicable to us. \n

\n Liquidity \n

\n The Bank’s liquidity is a measure of its ability to access funds to support loan growth, withdrawals and maturities of deposits, and other cash outflows in a cost-effective manner. The principal sources of liquidity are deposits, scheduled payments and prepayments of loan principal, maturities and pay-downs of investment securities, access to liquid deposits, and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Liquid assets, consisting of cash and due from banks, interest-earning deposits with other banks, federal funds sold, and the fair value of unpledged investment securities, represented 12.7% of total assets on December 31, 2025 and 16.5% of total assets on June 30, 2026. \n

\n The Bank strives to maintain a position of liquidity sufficient to fund future loan demand and to satisfy fluctuations in deposit levels. Should the need arise, the Bank would have the capability to sell available-for-sale securities or to borrow funds as necessary. In addition to deposits, the Company utilizes FHLB advances as a supplementary funding source to finance our operations. These FHLB advances are collateralized by securities owned by the Company and held in safekeeping by the FHLB, FHLB stock owned by the Company, and certain qualifying loans secured by real estate, including residential mortgage loans, home equity lines of credit and commercial real estate loans. At June 30, 2026 and December 31, 2025, the Company had no outstanding borrowings with the FHLB. At December 31, 2024, the Company had $150.0 million of adjustable-rate credit advances outstanding with an interest rate of 4.57%. The outstanding advances at December 31, 2024, matured and were repaid during 2025. The advances from the FHLB are collateralized by a blanket lien on all eligible first mortgage loans and other specific loans in addition to FHLB stock. Loans totaling approximately $1.8 billion, $1.5 billion and $1.3 billion were pledged as collateral to the FHLB at June 30, 2026, December 31, 2025 and December 31, 2024, respectively, with lendable collateral value of $324.6 million, $210.5 million and $181.6 million for the same periods. The Bank primarily uses advances from its lines of credit for short-term cash needs, with borrowing terms typically less than 30 days. For additional discussion of the Company’s FHLB advances, see Note 10 of our audited consolidated financial statements and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liabilities — FHLB Advances.” \n

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\n Results of Operations — Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025 \n

\n The following discussion of our results of operations compares the six months ended June 30, 2026 and 2025. Our net income for the six months ended June 30, 2026 was $13.3 million compared to net income of $6.7 million for the six months ended June 30, 2025. The increase of $6.6 million was primarily due to an increase in net interest income of $9.1 million partially offset by an increase in non-interest expense of $1.4 million primarily as a result of the Tandem acquisition. \n

\n Net Interest Income \n

\n For the six months ended June 30, 2026, net interest income increased by $9.1 million, or 19.3%, to $55.9 million, compared to the six months ended June 30, 2025. The increase in net interest income was primarily the result of increases in average outstanding loans of $314.1 million mainly driven by a combination of organic loan growth and the impact of acquisitions, as well as growth in average earning assets that outpaced growth in interest-bearing liabilities. Our net interest margin was 4.36% for the six months ended June 30, 2026, as compared to 4.17% for the six months ended June 30, 2025. Net interest margin experienced a 19 basis point increase during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to interest-earning asset growth outpacing interest-bearing liabilities by $182.1 million during the period along with an increase in non-interest bearing demand deposits of $141.3 million. \n

\n The following table discloses the components of net interest income for the six months ended June 30, 2026 and 2025, respectively: \n

	\n \n For the Six Months Ended\n \n June 30, \n \n			\n \n Change \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n $ \n \n			\n \n % \n \n
\n Interest Income:\n
\n \n Loans held for sale \n \n		$	15,003			$	14,389		$	614	4.27%
\n \n Loans held for investment \n \n			63,712				56,094			7,618	13.58
\n \n Investment securities \n \n			2,247				2,018			229	11.35
\n \n Other interest income \n \n			3,729				4,821			(1,092)	(22.65)
\n \n Total interest income \n \n			84,691				77,322			7,369	9.53
\n Interest Expense:\n
\n \n Deposits \n \n			25,797				26,383			(586)	(2.22)
\n \n FHLB advances \n \n			1,223				2,387			(1,164)	(48.76)
\n \n Other borrowings \n \n			1,748				1,693			55	3.25
\n \n Total interest expense \n \n			28,768				30,463			(1,695)	(5.56)
\n \n Net interest income before the provision for/ (recovery of) credit losses \n \n		$	55,923			$	46,859		$	9,064	19.34%

\n The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) interest rate spread; and (v) net interest margin. The income and yield from non-taxable investment securities were not adjusted for tax equivalency. \n

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	\n \n For the Six Months Ended \n \n
	\n \n June 30, 2026 \n \n			\n \n June 30, 2025 \n \n
\n \n (dollars in thousands) \n \n	\n \n Average\n \n Balance \n \n			\n \n Interest and\n \n Fees \n \n	\n \n Yield / Rate \n			\n \n Average\n \n Balance \n \n	\n \n Interest and\n \n Fees \n \n		\n \n Yield / Rate \n
\n Earning Assets:\n
\n \n Interest bearing deposits with banks \n \n		$	161,578			$	2,766			3.45%		$	132,328		2,932	4.47%
\n \n Federal funds sold and other investments \n \n			47,683				963			4.07			80,837		1,889	4.71
\n \n Securities \n \n
\n \n U.S. Treasury/agency securities \n \n			14,926				317			4.25			45,831		1,011	4.41
\n \n Mortgage backed securities \n \n			85,663				1,663			3.88			47,191		799	3.39
\n \n All other securities \n \n			12,402				267			4.31			10,222		208	4.07
\n \n Total securities (cost basis) \n \n		$	112,991			$	2,247			3.98%		$	103,244	$	2,018	3.91%
\n \n Loans \n \n
\n \n Single family residential \n \n			287,794				7,835			5.44%			249,990		7,234	5.79%
\n \n Other real estate loans \n \n			1,045,949				38,885			7.44			798,982		29,845	7.47
\n \n Commercial & financial loans \n \n			417,257				15,298			7.33			465,609		17,520	7.53
\n \n Consumer loans \n \n			51,428				1,694			6.59			43,840		1,495	6.82
\n \n Loans held for sale \n \n			460,994				15,003			6.51			390,935		14,389	7.36
\n \n Total loans \n \n		$	2,263,422			$	78,716			6.96%		$	1,949,356	$	70,483	7.23%
\n \n Total earning assets \n \n		$	2,585,674			$	84,691			6.55%		$	2,265,765	$	77,322	6.83%
\n \n Noninterest-earning assets \n \n			99,138										99,404
\n \n Total assets \n \n		$	2,684,812									$	2,365,169
\n Interest Bearing Liabilities:\n
\n \n Demand deposits – interest bearing \n \n		$	302,298			$	2,478			1.65%		$	264,032	$	2,669	2.04%
\n \n Savings/Money market \n \n			701,855				10,035			2.88			603,881		9,591	3.20
\n \n Time deposits \n \n			682,796				13,284			3.92			645,471		14,123	4.41
\n \n Total interest-bearing deposits \n \n		$	1,686,949			$	25,797			3.08		$	1,513,384	$	26,383	3.52
\n \n FHLB advances \n \n			63,323				1,223			3.87			103,994		2,387	4.59
\n \n Other borrowed funds \n \n			73,365				1,748			4.76			68,461		1,693	4.95
\n \n Total interest-bearing liabilities \n \n		$	1,823,637			$	28,768			3.18%		$	1,685,839	$	30,463	3.64%
\n Noninterest Bearing Liabilities:\n
\n \n Noninterest bearing deposits \n \n		$	582,641									$	441,312
\n \n Other noninterest-bearing liabilities \n \n			59,230										61,375
\n \n Total noninterest-bearing liabilities \n \n		$	641,871									$	502,687
\n \n Shareholders’ equity \n \n			219,304										176,643
\n \n Total liabilities and shareholders’ equity \n \n		$	2,684,812									$	2,365,169
\n \n Net interest income \n \n						$	55,923							$	46,859
\n \n Net interest spread \n \n										3.37%						3.19%
\n \n Net interest margin \n \n										4.36%						4.17%

\n Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table sets forth the effects of changing interest rates and volumes on our net interest income during the periods indicated. The information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Changes applicable to both volume and rate have been allocated to rate. \n

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	\n \n For the Six Months Ended June 30, 2026 \n \n Compared to the\n \n Six Months Ended June 30, 2025\n \n Increase (Decrease) Due to Change in: \n \n
\n \n (dollars in thousands) \n \n	\n \n Volume \n \n			\n \n Yield/Rate \n \n	\n \n Total \n \n Change\n \n
\n Earning Assets:\n
\n \n Interest bearing deposits with banks \n \n		$	648			$	(815)	$	(167)
\n \n Federal funds sold and other investments \n \n			(775)				(151)		(926)
\n \n Securities \n \n			14				215		229
\n \n Loans \n \n			11,244				(3,011)		8,233
\n \n Total earning assets \n \n		$	11,131			$	(3,762)	$	7,369
\n Interest-Bearing Liabilities:\n
\n \n Demand deposits \n \n		$	387			$	(578)	$	(191)
\n \n Savings/Money market deposits \n \n			1,556				(1,112)		444
\n \n Time deposits \n \n			817				(1,656)		(839)
\n \n Total interest-bearing deposits \n \n		$	2,760			$	(3,346)	$	(586)
\n \n Borrowings \n \n			(806)				(303)		(1,109)
\n \n Total interest-bearing liabilities \n \n		$	1,954			$	(3,649)	$	(1,695)
\n \n Net interest income \n \n		$	9,177			$	(113)	$	9,064

\n Net interest income for the six months ended June 30, 2026 was $55.9 million compared to $46.9 million for the six months ended June 30, 2025, respectively, an increase of $9.1 million, or 19.3%. The increase in net interest income was primarily the result of a $314.1 million increase in average outstanding loans, driven by a combination of organic loan growth and the impact of acquisitions, as well as growth in average earning assets that outpaced growth in interest-bearing liabilities. \n

\n Total interest income for the six months ended June 30, 2026 was $84.7 million compared to $77.3 million for the six months ended June 30, 2025, an increase of $7.4 million, or 9.5%. The increase during this period was primarily attributable to an increase in average interest earning assets of $319.9 million. \n

\n Interest income on investment securities was $2.2 million for the six months ended June 30, 2026, compared to $2.0 million for the six months ended June 30, 2025. The increase was specifically due to an increase of $9.7 million of average balances in investment securities as compared to the same period in 2025. Interest and fees on loans were $78.7 million for the six months ended June 30, 2026, compared to $70.5 million for the six months ended June 30, 2025, an increase of $8.2 million, or 11.7%. The increase was attributable to the overall growth in average loans outstanding of $314.1 million, partially offset by a decline in the overall yield on loans of 27 basis points. \n

\n Interest expense for the six months ended June 30, 2026 was $28.8 million compared to $30.5 million for the six months ended June 30, 2025. The decrease over the periods was mainly due to the mix in funding as the Company relied less on higher-cost wholesale funds while benefitting from increases in lower rate deposits. Interest expense on deposits decreased approximately $0.6 million to approximately $25.8 million for the six months ended June 30, 2026 from $26.4 million for the six months ended June 30, 2025. Average interest-bearing deposits increased $173.6 million over the period; however, this increase was offset by a decline in the average interest rate of 44 bps as the Company continued its focus on managing deposit costs. Average borrowings outstanding, excluding federal funds purchased, decreased by approximately $35.8 million, or 20.7%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, while interest expense on borrowings decreased by $1.1 million. The decrease was due to a change in the mix of funding that occurred in 2026 as average deposits increased $314.9 million and the Company relied less on borrowings for funding purposes. \n

\n Net interest margin for the six months ended June 30, 2026 was 4.36% compared to 4.17% for the six months ended June 30, 2025. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve. \n

\n Provision for Credit Losses \n

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\n and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings to maintain the allowance for credit losses at a level that reflects management’s current estimate of expected credit losses over the contractual lives of the applicable financial assets, which reflects management’s best estimate of probable losses inherent in our loan portfolio at the balance sheet date. \n

\n Provision for credit losses for the six months ended June 30, 2026 was $2.2 million compared to $3.2 million for the six months ended June 30, 2025, a decrease of approximately $1.0 million. The decrease was specifically related to the additional provision of $3.1 million made during the six months ended June 30, 2025 in connection with the Georgia Primary acquisition transaction. Our allowance for credit losses as a percentage of gross LHFI at June 30, 2026 and 2025 was 1.39% and 1.45%, respectively. \n

\n The Company maintains an ACL for credit losses on unfunded commercial lending commitments and letters of credit to consider the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to consider the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability on the consolidated balance sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of provision for credit losses. The reserve for unfunded loan commitments was $2.1 million as of June 30, 2026 and $986 thousand as of December 31, 2025. The increase in unfunded commitment reserves was driven primarily by an increase in the expected funding rate on loans with unfunded commitments. The bank periodically completes funding rate studies that may lead to changes in the underlying assumption for funding rates on loans with unfunded commitments. \n

\n Noninterest Income \n

\n Noninterest income for the six months ended June 30, 2026 was $6.4 million and increased by approximately $0.2 million, or 3.7%, as compared to the six months ended June 30, 2025. The increase was primarily due to higher revenue from mortgage banking activity due to the retail mortgage division that began originating loans in late second quarter of 2025. \n

\n The following table sets forth the various components of our noninterest income for the periods indicated: \n

	\n \n For the Six Months Ended\n \n June 30, \n \n			\n \n Change \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n $ \n \n			\n \n % \n \n
\n Noninterest Income:\n
\n \n Service charges on deposit accounts \n \n		$	1,419			$	1,005		$	414	41.19%
\n \n Mortgage banking activity \n \n			2,360				1,025			1,335	130.24
\n \n BOLI income \n \n			462				433			29	6.70
\n \n Gain on sale of loans \n \n			908				1,388			(480)	(34.58)
\n \n Other noninterest income \n \n			1,288				2,357			(1,069)	(45.35)
\n \n Total noninterest income \n \n		$	6,437			$	6,208		$	229	3.69%

\n Service charges on deposit accounts increased by $0.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to a higher transaction volume from our treasury services customers. \n

\n Mortgage banking related income increased by $1.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to the origination of loans from the Bank’s retail mortgage operation, which commenced during the latter half of the second quarter of 2025, compared to a full six months of operations in 2026. \n

\n BOLI income was approximately $0.5 million for the six months ended June 30, 2026 compared to $0.4 million for the six months ended June 30, 2025. \n

\n Net gain on sale of loans was $0.9 million for the six months ended June 30, 2026 compared to $1.4 million for the six months ended June 30, 2025. The decline in the six months ended June 30, 2026 was due to the volume of loans sold, which decreased by $14.3 million as compared to the prior period, due in part to increased competition in home equity line of credit (“HELOC”) originations. \n

\n Other noninterest income decreased by $1.1 million to approximately $1.3 million for the six months ended June 30, 2026 compared to $2.4 million for the six months ended June 30, 2025. The decrease was due to BOLI death benefits of $1.0 million received in 2025 compared to benefits received of $0.5 million in 2026. \n

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\n Noninterest Expense \n

\n Noninterest expense for the six months ended June 30, 2026 was $42.2 million, as compared to noninterest expense of $40.8 million for the six months ended June 30, 2025, representing an increase of approximately $1.4 million, or 3.4% from the six months ended June 30, 2025. \n

\n The following table sets forth the major components of our noninterest expense for the six months ended June 30, 2026 and 2025, respectively, as well as changes between periods: \n

	\n \n For the Six Months Ended\n \n June 30, \n \n			\n \n Change \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n $ \n \n			\n \n % \n \n
\n Noninterest Expense:\n
\n \n Salaries and employee benefits \n \n		$	24,901			$	22,058		$	2,843	12.89%
\n \n Occupancy and equipment \n \n			4,000				4,186			(186)	(4.44)
\n \n FDIC insurance and regulatory assessment \n \n			1,050				1,099			(49)	(4.46)
\n \n Other professional services \n \n			1,803				1,516			287	18.93
\n \n Communications, data processing and equipment \n \n			3,139				2,979			160	5.37
\n \n Merger and conversion related expenses \n \n			3,523				6,553			(3,030)	(46.24)
\n \n Other noninterest expense \n \n			3,764				2,409			(1,355)	56.25
\n \n Total noninterest expense \n \n		$	42,180			$	40,800		$	1,380	3.38%

\n Salaries and employee benefits expense for the six months ended June 30, 2026 was $24.9 million compared to $22.1 million for the six months ended June 30, 2025, an increase of $2.8 million, or 12.9%. The additional expenses were due to increased staffing resulting from the Georgia Primary transaction in early 2025 along with launching a retail mortgage operation late in the second quarter of 2025. The number of full-time equivalent employees was 275 as of June 30, 2026 compared to 228 as of June 30, 2025. \n

\n Occupancy and equipment expense for the six months ended June 30, 2026 was $4.0 million, compared to $4.2 million for the six months ended June 30, 2025, a decrease of $0.2 million, or 4.4%. The decrease is attributable to additional sublease income received during the six month period ending June 30, 2026. \n

\n FDIC insurance and regulatory assessment expense for the six months ended June 30, 2026 was $1.0 million compared to $1.1 million for the six months ended June 30, 2025, a decrease of $49 thousand, or 4.4%. \n

\n Other professional services expense for the six months ended June 30, 2026 was $1.8 million compared to $1.5 million for the six months ended June 30, 2025, an increase of approximately $0.3 million or 18.9%. The increase was attributable to additional audit and accounting fees related to enhanced scopes and engagements in connection with our intention to register our common stock with the SEC. Included in other professional services expense for the six months ended June 30, 2026 and 2025 were directors’ fees of approximately $330 thousand and $315 thousand in each period, respectively. \n

\n Communications, data processing and equipment expense for the six months ended June 30, 2026 was $3.1 million compared to $3.0 million for the six months ended June 30, 2025, an increase of $0.2 million, or 5.4%. The increase is directly related to additional fees due to increased transaction costs associated with the Company’s core technology systems. \n

\n Merger and conversion related expenses of $3.5 million were incurred during the six months ended June 30, 2026 compared to $6.6 million for the six months ended June 30, 2025. The decrease in the six months ended June 30, 2026 was due to the fact that the Tandem transaction was finalized in June 2026 and there are additional expenses expected to be recognized during the remainder of 2026 as we continue with conversion and integration activities related to the acquisition. Management expects the total merger and conversion related expenses for the Tandem merger will be less than the Georgia Primary merger. \n

\n Other expenses for the six months ended June 30, 2026 were $3.8 million compared to $2.4 million for the six months ended June 30, 2025, an increase of $1.4 million, or 56.2%. The increase in 2026 was mainly due to the increased activity related to the Georgia Primary and Tandem mergers as advertising and marketing increased $158 thousand, taxes and licenses increased $188 thousand and the core deposit intangible amortization increased by $146 thousand. As it relates to expenses associated with volume increases within the loan portfolio, both held for investment and held for sale, postage, printing and supplies increased by $215 thousand and loan related costs by $451 thousand. \n

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\n Income Tax Expense \n

\n Income tax expense for the six months ended June 30, 2026 and 2025 was $4.7 million and $2.4 million, respectively. Effective tax rates were 26.0% and 26.0% for the six months ended June 30, 2026 and 2025, respectively. We had a net deferred tax asset of $5.0 million and $3.8 million at June 30, 2026 and 2025, respectively. \n

\n Impact of Tandem Acquisition \n

\n The completion of the Tandem acquisition on June 1, 2026 impacted our results of operations and financial condition for the six months ended June 30, 2026. At acquisition, based on preliminary fair value adjustments, Tandem contributed approximately $240.1 million of loans held for investment, $254.0 million of deposits, and $321.3 million of total assets. As a result, certain changes in net interest income, noninterest income, noninterest expense, loans and deposits reflected in the comparisons above were attributable to acquired balances and operations associated with Tandem, while the remainder reflected organic growth generated by our legacy operations. Where practicable, we have quantified the impact of the Tandem acquisition separately from organic growth. Noninterest expenses in particular increased period-over-period, reflecting a combination of one-time merger and conversion related expenses that are primarily recognized during the second quarter of 2026. We believe the underlying organic growth trends identified and discussed above are reasonably expected to continue, however no assurance can be given that these trends will continue and actual results may be adversely affected by the factors described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” \n

\n Results of Operations — Comparison of Results of Operations for the Years Ended December 31, 2025 and 2024 \n

\n The following discussion of our results of operations compares the years ended December 31, 2025 and 2024. We reported net income for the year ended December 31, 2025 of $22.1 million compared to net income of $8.5 million for the year ended December 31, 2024. The increase of $13.6 million was primarily attributable to organic growth in LHFI, a reduction in the provision for credit losses and the merger with Georgia Primary. \n

\n Net Interest Income \n

\n Net interest income increased by $30.7 million, or 42.8%, to $102.4 million for the year ended December 31, 2025 from $71.7 million for the year ended December 31, 2024. The increase in net interest income during 2025 reflected both the impact of the Georgia Primary acquisition and organic balance sheet growth. Acquired loans and deposits from Georgia Primary contributed to the increase in average earning assets and funding balances during the year. The remainder of the increase was driven by organic loan growth and growth in noninterest-bearing and core deposit balances. Management believes the underlying organic growth in earning assets and core customer relationships remains favorable; however, future net interest income will continue to be affected by interest rate levels, funding costs and competitive conditions. Our net interest margin was 4.26% for the year ended December 31, 2025 compared to 3.97% for the year ended December 31, 2024. The increase in margin was primarily due to our ability to maintain loan pricing and decrease deposit pricing in a declining rate environment. \n

\n The following table discloses the components of net interest income for the years ended December 31, 2025 and 2024: \n

	\n \n For the\n \n Years Ended\n \n December 31, \n \n			\n \n Change \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n	\n \n $ \n \n			\n \n % \n \n
\n Interest Income:\n
\n \n Loans held for sale \n \n		$	31,880			$	26,024		$	5,856	22.5%
\n \n Loans held for investment \n \n			119,743				92,049			27,694	30.1%
\n \n Investment securities \n \n			4,150				3,505			645	18.4%
\n \n Other interest income \n \n			9,099				8,834			265	3.0%
\n \n Total interest income \n \n		$	164,872			$	130,412		$	34,460	26.4%
\n Interest Expense:\n
\n \n Deposits \n \n		$	53,971			$	50,981		$	2,990	5.9%
\n \n FHLB advances \n \n			5,078				4,645			433	9.3%
\n \n Other borrowings \n \n			3,445				3,102			343	11.1%
\n \n Total interest expense \n \n		$	62,494			$	58,728		$	3,766	6.4%
\n \n Net interest income before the provision for/(recovery of) credit losses \n \n		$	102,378			$	71,684		$	30,694	42.8%

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	\n \n For the Years Ended December 31, \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Average\n \n Balance \n \n			\n \n Interest and\n \n Fees \n \n	\n \n Yield / Rate \n			\n \n Average\n \n Balance \n \n	\n \n Interest and\n \n Fees \n \n		\n \n Yield / Rate \n
\n Earning Assets:\n
\n \n Interest bearing deposits with \n \n banks \n \n		$	143,171			$	6,013			4.20%		$	86,386		4,590	5.31%
\n \n Federal funds sold and other investments \n \n			66,248				3,086			4.66			80,404		4,244	5.28
\n \n Securities \n \n
\n \n U.S. Treasury/agency securities \n \n			38,764				1,723			4.44			47,693		2,000	4.19
\n \n Mortgage backed securities \n \n			52,600				1,965			3.74			41,916		1,321	3.15
\n \n All other securities \n \n			11,081				462			4.17			4,641		184	3.96
\n \n Total securities (cost basis) \n \n		$	102,445			$	4,150			4.05%		$	94,250	$	3,505	3.72%
\n \n Loans \n \n
\n \n Single family residential \n \n			255,876				14,767			5.77%			197,692		10,546	5.33%
\n \n Other real estate loans \n \n			887,473				67,118			7.56			641,034		50,394	7.86
\n \n Commercial & financial loans \n \n			465,370				34,876			7.49			354,313		28,485	8.04
\n \n Consumer loans \n \n			44,966				2,982			6.63			35,530		2,624	7.39
\n \n Loans held for sale \n \n			435,242				31,880			7.32			314,797		26,024	8.27
\n \n Total loans \n \n		$	2,088,927			$	151,623			7.26%		$	1,546,366	$	118,073	7.65%
\n \n Total earning assets \n \n		$	2,400,791			$	164,872			6.87%		$	1,804,406	$	130,412	7.23%
\n \n Noninterest-earning assets \n \n			95,945										82,462
\n \n Total assets \n \n		$	2,496,736									$	1,886,868
\n Interest Bearing Liabilities:\n
\n \n Demand deposits – interest \n \n bearing \n \n		$	270,719			$	5,251			1.94%		$	179,804	$	3,270	1.82%
\n \n Savings/Money market \n \n			632,313				19,795			3.13			544,009		20,187	3.71
\n \n Time deposits \n \n			674,663				28,925			4.29			551,863		27,524	4.99
\n \n Total interest-bearing deposits \n \n		$	1,577,695			$	53,971			3.42		$	1,275,676	$	50,981	4.00
\n \n FHLB advances \n \n			111,638				5,078			4.55			86,336		4,645	5.38
\n \n Other borrowed funds \n \n			69,811				3,445			4.93			62,565		3,102	4.96
\n \n Total interest-bearing \n \n liabilities \n \n		$	1,759,144			$	62,494			3.55%		$	1,424,577	$	58,728	4.12%
\n Noninterest Bearing Liabilities:\n
\n \n Noninterest bearing deposits \n \n		$	491,343									$	254,638
\n \n Other noninterest-bearing \n \n liabilities \n \n			61,659										58,997
\n \n Total noninterest-bearing \n \n liabilities \n \n		$	553,002									$	313,635
\n \n Shareholders’ equity \n \n			184,590										148,656
\n \n Total liabilities and shareholders’ equity \n \n		$	2,496,736									$	1,886,868
\n \n Net interest income \n \n						$	102,378							$	71,684
\n \n Net interest spread \n \n										3.32%						3.10%
\n \n Net interest margin \n \n										4.26%						3.97%

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\n Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following tables set forth the effects of changing interest rates and volumes on our net interest income during the periods indicated. The information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Changes applicable to both volume and rate have been allocated to rate. \n

	\n \n For the Year Ended December 31, 2025, \n \n Compared to the Year Ended December 31, 2024 \n \n Increase (Decrease) Due to Change in: \n \n
\n \n (dollars in thousands) \n \n	\n \n Volume \n \n			\n \n Yield/Rate \n \n	\n \n Total Change \n \n
\n Earning Assets:\n
\n \n Interest bearing deposits with banks \n \n		$	3,017			$	(1,594)	$	1,423
\n \n Federal funds sold and other investments \n \n			(747)				(411)		(1,158)
\n \n Securities \n \n			218				427		645
\n \n Loans \n \n			42,060				(8,510)		33,550
\n \n Total earning assets \n \n		$	44,548			$	(10,088)	$	34,460
\n Interest-Bearing Liabilities:\n
\n \n Demand deposits \n \n		$	1,653			$	328	$	1,981
\n \n Savings/Money market deposits \n \n			3,277				(3,669)		(392)
\n \n Time deposits \n \n			6,125				(4,724)		1,401
\n \n Total interest-bearing deposits \n \n		$	11,055			$	(8,065)	$	2,990
\n \n Borrowings \n \n			1,721				(945)		776
\n \n Total interest-bearing liabilities \n \n		$	12,776			$	(9,010)	$	3,766
\n \n Net interest income \n \n		$	31,772			$	(1,078)	$	30,694

\n Net interest income for the year ended December 31, 2025 was $102.4 million compared to $71.7 million for the year ended December 31, 2024, an increase of $30.7 million, or 42.8%. This increase was primarily due to an increase in the average balance of our total interest-earning assets as it outpaced the growth in average interest-bearing liabilities by $261.8 million. The increase in the average balance for the interest-earning assets was primarily due to an increase in average loans outstanding. The yield on total earning assets and interest-bearing liabilities decreased by 36 and 57 basis points, respectively, during the same period. \n

\n Total interest income for the year ended December 31, 2025 was $164.9 million compared to $130.4 million for the year ended December 31, 2024, an increase of $34.5 million, or 26.4%. This increase was primarily due to growth in the average balance of loans, partially offset by a lower average yield on total loans driven by the Georgia Primary portfolio. \n

\n Interest income on investment securities was $4.2 million for the year ended December 31, 2025 compared to $3.5 million for the year ended December 31, 2024. This increase was primarily due to the fact that the yield on investment securities increased by 33 basis points as a result of moderate repositioning of the portfolio in the first quarter of 2025. The average balance remained steady during the period. Interest and fees on loans were $151.6 million for the year ended December 31, 2025, compared to $118.1 million for the year ended December 31, 2024, an increase of $33.5 million or 28.4%. This increase was attributable primarily to approximately $255 million of LHFI acquired in the Georgia Primary merger along with increase in loans held for sale production to $2.8 billion during the year ended December 31, 2025. The yield on gross loans decreased by 39 basis points during the period. \n

\n Interest expense for the year ended December 31, 2025 was $62.5 million compared to $58.7 million for the year ended December 31, 2024. This increase was primarily attributable to an increase in overall total interest-bearing liabilities commensurate with the Company’s growth. Interest expense on deposits increased approximately $3.0 million to approximately $54.0 million for the year ended December 31, 2025 from $51.0 million for the same period of 2024. This increase is due to successfully capitalizing on market opportunities and commensurate growth in the Bank’s deposit portfolio. Average borrowings, which includes FHLB advances and other borrowed funds, outstanding, excluding federal funds purchased, increased by approximately $32.5 million, or 21.9%, from December 31, 2024 to December 31, 2025, while the average rate paid on borrowings, which includes FHLB advances and other borrowed funds, decreased by 51 basis points. The increase in average borrowings reflected the Company’s funding requirements associated with balance-sheet growth. \n

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\n Net interest margin for the years ended December 31, 2025 and 2024 was 4.26% and 3.97%, respectively. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve. This increase in our net interest margin is primarily due to a high-yielding and growing loan book with a continued low-cost noninterest-bearing deposit base. \n

\n Provision for Credit Losses \n

\n The provision for credit losses is based on management’s assessment of the adequacy of our allowance for credit losses. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings to maintain the allowance for credit losses at a level that reflects management’s current estimate of expected credit losses over the contractual lives of the applicable financial assets, which reflects management’s best estimate of probable losses inherent in our loan portfolio at the balance sheet date. \n

\n Provision for credit losses for the year ended December 31, 2025 was $4.5 million compared to $8.3 million for the year ended December 31, 2024, a decrease of approximately $3.8 million. This decrease was primarily attributed to lower charge-offs in 2025, partially offset by less favorable modeled economic assumptions and the effect of growth in the loan portfolio. Our allowance for credit losses as a percentage of gross LHFI at December 31, 2025 and 2024 was 1.48% and 1.56%, respectively. \n

\n Noninterest Income \n

\n Noninterest income for the year ended December 31, 2025 was $10.3 million, an increase of $3.0 million or 41.5%, compared to $7.3 million for the year ended December 31, 2024. The increase reflected a $1.7 million increase in other noninterest income, a $1.0 million increase in service charges on deposit accounts and a $1.0 million increase in mortgage banking income, partially offset by a $0.8 million decrease in gain on sale of loans. \n

\n The following table sets forth the various components of our noninterest income for the periods indicated: \n

	\n \n For the Years Ended \n \n December 31, \n \n			\n \n Change \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n	\n \n $\n \n			\n \n % \n \n
\n Noninterest Income:\n
\n \n Service charges on deposit accounts \n \n		$	2,141			$	1,142		$	999	87.48%
\n \n Mortgage banking activity \n \n			2,750				1,775			975	54.93
\n \n BOLI income \n \n			901				782			119	15.22
\n \n Gain on sale of loans \n \n			1,564				2,369			(805)	(33.98)
\n \n Other noninterest income \n \n			2,983				1,238			1,745	140.95
\n \n Total noninterest income \n \n		$	10,339			$	7,306		$	3,033	41.51%

\n Service charges on deposit accounts increased by $999 thousand to $2.1 million for the year ended December 31, 2025 compared to $1.1 million for the year ended December 31, 2024. These service charges are mostly comprised of ACH processing fees and wire fees with the increase driven primarily by the increase in overall ACH processing volume. \n

\n Mortgage banking related income increased by $975 thousand to approximately $2.8 million for the year ended December 31, 2025 compared to approximately $1.8 million for the year ended December 31, 2024. This increase was primarily due to higher secondary market mortgage production which is comprised primarily of activity related to the sale of consumer mortgage loans as well as loan origination fees such as closing charges, document review fees, application fees, other loan origination fees, and loan processing fees. \n

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\n BOLI income increased by $119 thousand to $901 thousand for the year ended December 31, 2025 compared to $782 thousand for the year ended December 31, 2024. This increase was primarily attributable to the $4.4 million of cash value of bank owned life insurance that was acquired as part of the Georgia Primary merger. \n

\n Net gain on sale of loans was $1.6 million for the year ended December 31, 2025, compared to $2.4 million for the same period ended 2024. This decrease was a result of a loss of approximately $808 thousand that was recognized in 2025 as a result of the Bank selling a small manufactured home loan portfolio. \n

\n Other noninterest income increased by $1.7 million to approximately $3.0 million for the year ended December 31, 2025 compared to $1.2 million for the year ended December 31, 2024. This increase was driven by a recognition of $1.0 million of death benefits under a BOLI policy in 2025. \n

\n Noninterest Expense \n

\n Noninterest expense for the year ended December 31, 2025 was $78.4 million compared to $59.4 million for the year ended December 31, 2024, an increase of approximately $19.0 million, or 31.9%. The increase was primarily attributable to an $8.1 million increase in salaries and employee benefits expense, $6.7 million of merger and conversion related expenses and a $1.7 million increase in communications, data processing and equipment expense. Noninterest expense growth during 2025 reflected both the inclusion of operating expenses associated with the acquired Georgia Primary franchise and organic investments in personnel, technology and business development activities. Salaries and employee benefits increased in part due to employees added through the acquisition, while other expense categories reflected growth initiatives and increased business activity within legacy operations. \n

\n The following table sets forth the major components of our noninterest expense for the years ended December 31, 2025 and 2024: \n

	\n \n For the Years Ended \n \n December 31, \n \n			\n \n Change \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n	\n \n $\n \n			\n \n % \n \n
\n Noninterest expense:\n
\n \n Salaries and employee benefits \n \n		$	45,922			$	37,779		$	8,143	21.55%
\n \n Occupancy and equipment \n \n			8,496				8,572			(76)	(0.89)
\n \n FDIC insurance and regulatory assessment \n \n			2,255				1,881			374	19.88
\n \n Other professional services \n \n			3,207				2,882			325	11.28
\n \n Communications, data processing and equipment \n \n			6,121				4,402			1,719	39.05
\n \n Merger and conversion related expenses \n \n			6,732				—			6,732	N/A
\n \n Other noninterest expense \n \n			5,624				3,868			1,756	45.40
\n \n Total noninterest expense \n \n		$	78,357			$	59,384		$	18,973	31.95%

\n Salaries and employee benefits expense for the year ended December 31, 2025 was $45.9 million compared to $37.8 million for the year ended December 31, 2024, an increase of $8.1 million, or 21.6%. This increase was attributable to the Georgia Primary merger increasing our overall headcount while hiring new employees with skills and experience necessary to support our strategic goals and annual salary adjustments. The number of full-time equivalent employees was 229 for the year ended December 31, 2025 compared to 189 for the year ended December 31, 2024. \n

\n Occupancy and equipment expense for the year ended December 31, 2025 was $8.5 million compared to $8.6 million for the year ended December 31, 2024, a decrease of $76 thousand, or 0.9%. This minor decrease was a result of stable rental costs, property taxes and depreciation, and upkeep related to the properties. \n

\n FDIC insurance and regulatory assessment expense for the year ended December 31, 2025 was $2.3 million compared to $1.9 million for the year ended December 31, 2024, an increase of $374 thousand, or 19.9%. This increase was primarily attributable to increases in capital and changes in asset mix and asset growth rates from 2024 to 2025. \n

\n Other professional services expense for the year ended December 31, 2025 was $3.2 million compared to $2.9 million for the year ended December 31, 2024, an increase of $325 thousand, or 11.3%. This increase was primarily in general corporate legal fees and outside professional services. Included in other professional services expense for the years ended December 31, 2025 and 2024 were directors’ fees of approximately $600 thousand in each fiscal year. \n

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\n Communications, data processing and equipment expense for the year ended December 31, 2025 was $6.1 million compared to $4.4 million for the year ended December 31, 2024, an increase of $1.7 million, or 39.1%. This increase was primarily attributable to higher marketing and advertising expense during the period and higher data processing expense associated with the Company’s growth. \n

\n Merger and conversion related expenses of $6.7 million was incurred during the year ended December 31, 2025 in connection with the merger with Georgia Primary. See “Business — Recent Acquisitions” for more information. There was not a comparable or equivalent expense for the year ended December 31, 2024. \n

\n Other expenses for the year ended December 31, 2025 were $5.6 million compared to $3.9 million for the year ended December 31, 2024, an increase of $1.8 million, or 45.4%. This increase was primarily attributable to the Georgia Primary merger which included the recognition of $514 thousand from core deposit intangible amortization. \n

\n Income Tax Expense \n

\n Income tax expense for the years ended December 31, 2025 and 2024 was $7.8 million and $2.8 million, respectively. Effective tax rates were 26.0% and 25.1% for the years ended December 31, 2025 and 2024, respectively, due to strategic transactions we undertook in 2025. We had a net deferred tax asset of $8.2 million and $7.3 million at December 31, 2025 and 2024, respectively. \n

\n Impact of Georgia Primary Acquisition \n

\n The completion of the Georgia Primary acquisition on March 1, 2025 impacted our results of operations and financial condition for the year ended December 31, 2025. At acquisition, Georgia Primary contributed approximately $254.8 million of loans held for investment, $301.4 million of deposits, and $341.1 million of total assets. As a result, certain changes in net interest income, noninterest income, noninterest expense, loans and deposits reflected in the comparisons above were attributable to acquired balances and operations associated with Georgia Primary, while the remainder reflected organic growth generated by our legacy operations. Where practicable, we have quantified the impact of the Georgia Primary acquisition separately from organic growth. Noninterest expenses increased period-over-period, reflecting a combination of one-time merger and conversion related expenses recognized primarily during the year ended December 31, 2025. We believe the underlying organic growth trends identified and discussed above are reasonably expected to continue, however no assurance can be given that these trends will continue and actual results may be adversely affected by the factors described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” \n

\n Financial Condition \n

\n The following table summarizes selected components of our balance sheet as of June 30, 2026 and 2025 as well as December 31, 2025 and 2024. \n

	\n \n As of June 30, \n \n			\n \n As of December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Total assets \n \n		$	3,262,344			$	2,598,616		$	2,702,332	$	2,263,623
\n \n Loans held for sale \n \n		$	500,560			$	518,239		$	505,360	$	498,227
\n \n Total loans, net of allowance for credit losses \n \n		$	2,060,905			$	1,701,281		$	1,699,360	$	1,291,693
\n \n Total investments \n \n		$	127,343			$	104,418		$	94,483	$	105,307
\n \n Total deposits \n \n		$	2,838,622			$	2,071,890		$	2,359,685	$	1,828,625
\n \n Total subordinated notes \n \n		$	75,405			$	63,798		$	63,999	$	54,671
\n \n Total equity \n \n		$	278,659			$	188,182		$	204,914	$	155,528

\n The following discussion of our financial condition compares as of June 30, 2026 with December 31, 2025 and compares the year ended December 31, 2025 with the year ended December 31, 2024. \n

\n Total Assets \n

\n Total assets increased $560.0 million, or 20.7%, to $3.3 billion at June 30, 2026 compared to $2.7 billion at December 31, 2025. The increase in total assets was primarily attributable to the completed acquisition of Tandem as of June 1, 2026. Loans held for sale (“LHFS”) decreased to $500.6 million at June 30, 2026 from $505.4 million at December 31, 2025 as a result of slightly lower warehouse volume and loan settlements received at end of period. \n

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\n Total assets increased $438.7 million, or 19.4%, to $2.7 billion at December 31, 2025 compared to $2.3 billion at December 31, 2024. The increase in total assets was primarily attributable to the Georgia Primary acquisition and organic growth in LHFI. LHFS increased to $505.4 million at December 31, 2025 from $498.2 million at December 31, 2024 as a result of greater mortgage warehouse lending activity. \n

\n Loans \n

\n Loans represent the largest portion of our earning assets, substantially greater than the securities portfolio or any other category of our assets. Average loans were 87.5% and 87.0% of average earning assets as of June 30, 2026 and December 31, 2025, respectively. Total gross loans inclusive of LHFS was $2.6 billion at June 30, 2026, representing an increase of $360.1 million or 16.1% as compared to December 31, 2025. The increase in total gross loans was attributable to the Tandem transaction that resulted in loans acquired of $240.1 million along with organic loan growth, excluding the Tandem transaction, of $120.1 million. \n

\n Average loans were 87.0% and 85.7% of average earning assets for the years ended December 31, 2025 and 2024, respectively. Total gross loans inclusive of LHFS increased $419.8 million, or 23.2%, to $2.2 billion at December 31, 2025 from $1.8 billion at December 31, 2024. Of this increase, approximately $254.8 million was attributable to loans acquired in the Georgia Primary acquisition, with the remaining increase attributable to organic loan growth within the Company's legacy operations. Organic growth was driven principally by continued expansion of commercial real estate, commercial and financial, and mortgage warehouse lending activities. Management believes there are continued growth opportunities within these lending categories; provided, however, future growth rates will depend on market conditions, competitive dynamics and borrower demand. \n

\n LHFS are comprised of loans acquired through mortgage warehouse lending activities and origination of mortgage loans. We act as a warehouse lender by purchasing loans originated by third-party mortgage originators and selling these loans to other third-party investors. We also originate mortgage loans with customers and sell these loans to third-party investors. At June 30, 2026, LHFS were $500.6 million compared to $505.4 million at December 31, 2025 and $498.2 million at December 31, 2024. \n

\n Gross LHFI increased $364.9 million, or 21.1%, to $2.1 billion as of June 30, 2026 compared to $1.7 billion as of December 31, 2025. The increase in gross LHFI was attributable to the Tandem transaction, which resulted in loans acquired of $240.1 million, along with organic loan growth, of $124.8 million. Gross LHFI year-over-year grew to approximately $1.7 billion as of December 31, 2025 compared to $1.3 billion at December 31, 2024. Growth was driven by successful customer acquisition efforts from our commercial bankers, which contributed to increased originations of commercial and retail loans during 2025 as compared to 2024. \n

\n Commercial and Consumer Lending \n

\n The Company engages in a full complement of lending activities, including CRE loans, construction loans, Commercial and Financial loans, and consumer purpose loans. As of June 30, 2026 and as of December 31, 2025, real estate secured loans represented 75.4% and 72.8% of gross LHFI, respectively, with the remaining balance consisting primarily of commercial and financial and consumer loans. \n

\n The following table presents the balance and associated percentage of each major category in our loan portfolio as of the dates presented: \n

				\n \n As of December 31, \n \n
	\n \n As of June 30, 2026 \n \n			\n \n 2025 \n \n	\n \n 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Amount \n \n			\n \n % of \n \n Total\n \n	\n \n Amount \n \n		\n \n % of \n \n Total \n \n	\n \n Amount \n \n			\n \n % of \n \n Total \n \n
\n \n Construction and land \n \n development \n \n		$	269,655			12.87%			$	236,851		13.69%	$	152,455	11.57%
\n \n Single-family residential \n \n			348,327			16.62				276,719		15.99		236,759	17.98
\n \n Commercial \n \n			892,007			42.57				679,103		39.25		483,735	36.73
\n \n Multifamily \n \n			70,412			3.36				66,341		3.83		56,291	4.27
\n \n Total real estate loans \n \n		$	1,580,401			75.42%			$	1,259,014		72.77%	$	929,240	70.55%
\n \n Commercial and financial \n \n			460,268			21.96				428,006		24.74		353,203	26.82
\n \n Consumer \n \n			54,844			2.62				43,223		2.50		34,676	2.63
\n \n Allowance for credit losses \n \n			(28,955)			(1.39)%				(25,574)		(1.48)%		(20,600)	(1.56)%
\n \n Total loans, net of allowance for credit losses on loans and leases(1)\n \n		$	2,060,905						$	1,699,360			$	1,291,693

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\n (1)\n
\n

\n Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(5.7), $(5.3) and $(4.8) million at June 30, 2026, December 31, 2025 and December 31, 2024, respectively. \n

\n Construction and land development loans are primarily comprised of loans for the purpose of constructing or rehabilitating commercial developments, such as multi-family, industrial and self-storage properties. This category also includes loans to consumers to construct custom homes for owner occupancy, as well as loans to developers to build subdivisions to be held as rental properties. These loans are influenced by the supply and demand for commercial real estate in the markets served by the Company. Changes in market conditions may affect collateral values and borrowers’ ability to repay outstanding loans. Land and land development loans do not represent a significant portion of this category. \n

\n Single-family residential real estate loans, including home equity lines of credit, are comprised of loans secured by senior or junior liens on single-family residences. These loans are typically structured to involve a lesser degree of risk than other loan classes due to relative stability of collateral values compared to other collateral types, as well as expected priority of debt payments on a borrower’s primary residence. These loans are susceptible to weakening general economic conditions, increases in unemployment rates and declining real estate values. \n

\n Other commercial real estate loans include loans to finance income-producing commercial and multi-family properties. Loans in this category include neighborhood retail centers, single retail stores, medical and professional offices, industrial warehouses and distribution centers, apartments, and student housing facilities. The underwriting of these loans takes into consideration the occupancy, rental rates, and local market demand, as well as the financial health of the borrower and experience of the sponsor. The primary risk associated with loans secured by income-producing property is the inability of that property to produce adequate cash flow to service the debt which is the primary source of repayment for these types of loans. Loans secured by commercial real estate generally involve a greater degree of risk compared to loans secured by single-family residences due to more volatile collateral values and performance due to changes in economic and market conditions. While also in this category, loans secured by farmland represent an insignificant portion. \n

\n Multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans also may be affected by increases in unemployment rates and deteriorating market values of real estate. At June 30, 2026, December 31, 2025 and December 31, 2024, this loan class is not considered a significant concentration within the Company’s portfolio. \n

\n Commercial and financial loans include loans and lines of credit to finance business operations, agricultural purposes, equipment and other non-real estate purchases for operating companies and including certain U.S. Small Business Administration loans. This loan category carries an inherent risk of not being able to closely monitor the condition of the collateral, which often consists of inventory, accounts receivable and other non-real estate assets, leading to volatility in the collateral’s value. Equipment and inventory obsolescence can also pose a risk to these loans as well. Declines in general economic conditions and other events can cause cash flows to fall to levels insufficient to service debt. As a result, personal guarantees from the business owners are generally required for these loans and are often subject to more frequent monitoring requirements. \n

\n Consumer loans are comprised of loans and lines of credit to individuals for personal, family or household use. At June 30, 2026, December 31, 2025 and December 31, 2024, this loan class is not considered a significant concentration within the Company’s portfolio and consists of many smaller dollar loans. \n

\n The Company maintains a board-approved lending policy that incorporates concentration limits for managing the loan portfolio, including commercial real estate, construction and other loan types. This policy, together with the individual concentration limits established for each loan category, is reviewed and approved by our board of directors on at least an annual basis, and all loan types are currently within their established limits. We use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending agreements to allow us to react to a borrower’s deteriorating financial condition, should that occur. \n

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\n The following tables present the maturity distribution of our loans as of June 30, 2026, December 31, 2025 and December 31, 2024. The tables show the distribution of such loans between those loans with predetermined (fixed) interest rates and those with variable (floating) interest rates: \n

	\n \n As of June 30, 2026 \n \n
	\n \n Due in One \n \n Year or Less \n \n			\n \n Due after One \n \n Year Through \n \n Five Years \n \n	\n \n Due after Five \n \n Years Through\n \n Fifteen Years \n \n			\n \n Due after \n \n Fifteen Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Total \n \n
\n Real Estate Loans\n
\n \n Construction and land development \n \n		$	15,892			$	146,952			$	15,471			$	77,005			$	8,669	$	3,811	$	152	$	1,703	$	269,655
\n \n Single-family residential \n \n			10,551				4,352				29,312				3,241				10,092		8,013		95,939		186,827		348,327
\n \n Commercial \n \n			81,738				158,962				300,211				246,206				51,469		26,337		7,977		14,967		887,867
\n \n Farmland \n \n			3,139				—				—				226				775		—		—		—		4,140
\n \n Multifamily \n \n			8,732				16,964				9,706				20,260				13,090		1,660		—		—		70,412
\n \n Total real estate loans \n \n		$	120,052			$	327,230			$	354,700			$	346,938			$	84,095	$	39,821	$	104,068	$	203,497	$	1,580,401
\n Commercial and Consumer Loans\n
\n \n Commercial and financial \n \n		$	26,025			$	130,380			$	31,641			$	234,829			$	14,039	$	21,326	$	1,934	$	94	$	460,268
\n \n Consumer \n \n			11,122				29,870				2,025				11,827				—		—		—		—		54,844
\n \n Total commercial and consumer loans \n \n		$	37,147			$	160,250			$	33,666			$	246,656			$	14,039	$	21,326	$	1,934	$	94	$	515,112
\n \n Gross loans held for investment \n \n		$	157,199			$	487,480			$	388,366			$	593,594			$	98,134	$	61,147	$	106,002	$	203,591	$	2,095,513

	\n \n As of December 31, 2025 \n \n
	\n \n Due in One \n \n Year or Less \n \n			\n \n Due after One \n \n Year Through \n \n Five Years \n \n	\n \n Due after Five \n \n Years Through\n \n Fifteen Years \n \n			\n \n Due after \n \n Fifteen Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Total \n \n
\n Real Estate Loans\n
\n \n Construction and land development \n \n		$	4,331			$	128,199			$	14,287			$	86,177			$	722	$	3,135	$	—	$	—	$	236,851
\n \n Single-family residential \n \n			6,005				3,571				16,960				749				6,101		8,145		133,270		101,918		276,719
\n \n Commercial \n \n			107,668				77,734				213,580				241,970				26,543		6,518		—		752		674,765
\n \n Farmland \n \n			—				—				4,039				299				—		—		—		—		4,338
\n \n Multifamily \n \n			4,549				16,883				31,714				11,979				1,216		—		—		—		66,341
\n \n Total real estate loans \n \n		$	122,553			$	226,387			$	280,580			$	341,174			$	34,582	$	17,798	$	133,270	$	102,670	$	1,259,014
\n Commercial and Consumer Loans\n
\n \n Commercial and financial \n \n		$	11,989			$	111,501			$	26,469			$	260,223			$	5,609	$	10,103	$	2,112	$	—	$	428,006
\n \n Consumer \n \n			10,451				20,115				2,673				9,984				—		—		—		—		43,223
\n \n Total commercial and consumer \n \n loans \n \n		$	22,440			$	131,616			$	29,142			$	270,207			$	5,609	$	10,103	$	2,112	$	—	$	471,229
\n \n Gross loans held for investment \n \n		$	144,993			$	358,003			$	309,722			$	611,381			$	40,191	$	27,901	$	135,382	$	102,670	$	1,730,243

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	\n \n As of December 31, 2024 \n \n
	\n \n Due in One \n \n Year or Less \n \n			\n \n Due after One \n \n Year Through \n \n Five Years \n \n	\n \n Due after Five \n \n Years Through \n \n Fifteen Years \n \n			\n \n Due after \n \n Fifteen Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Fixed\n \n Rate \n \n			\n \n Adjustable\n \n Rate \n \n	\n \n Total \n \n
\n Real Estate Loans\n
\n \n Construction and land development \n \n		$	387			$	100,397			$	6,914			$	44,757			$	—	$	—	$	—	$	—	$	152,455
\n \n Single-family residential \n \n			451				837				3,754				—				17,224		—		150,679		63,814		236,759
\n \n Commercial \n \n			19,454				75,861				196,689				171,976				10,978		4,853		—		—		479,811
\n \n Farmland \n \n			—				—				3,450				474				—		—		—		—		3,924
\n \n Multifamily \n \n			2,163				—				22,978				19,950				11,200		—		—		—		56,291
\n \n Total real estate loans \n \n		$	22,455			$	177,095			$	233,785			$	237,157			$	39,402	$	4,853	$	150,679	$	63,814	$	929,240
\n Commercial and Consumer Loans\n
\n \n Commercial and financial \n \n		$	89			$	107,685			$	26,434			$	214,740			$	2,030	$	67	$	2,158	$	—	$	353,203
\n \n Consumer \n \n			2,577				19,351				426				4,717				7,605		—		—		—		34,676
\n \n Total commercial and consumer \n \n loans \n \n		$	2,666			$	127,036			$	26,859			$	219,457			$	9,635	$	67	$	2,158	$	—	$	387,879
\n \n Gross loans held for investment \n \n		$	25,121			$	304,131			$	260,645			$	456,614			$	49,037	$	4,920	$	152,837	$	63,814	$	1,317,119

\n Mortgage Warehouse Lending \n

\n Our mortgage warehouse lending provides short-term funding primarily to independent, non-bank mortgage loan originators and smaller financial institutions to fund residential mortgage loan originations prior to their sale into the secondary market, generating both fee income and interest income while maintaining short-duration balance sheet exposure. Substantially all mortgage loans acquired through this program have a secondary market takeout commitment in place at the time of origination, and such loans typically remain on our balance sheet for less than 30 days before being sold to the designated investor. Loans acquired through this program, together with loans originated and held for sale through our retail and correspondent mortgage channels, are reported as LHFS, which totaled $500.6 million at June 30, 2026 compared to $505.4 million at December 31, 2025 compared to $498.2 million at December 31, 2024. The decrease in LHFS from December 31, 2025 to June 30, 2026 was primarily due to large loan settlements received prior to period end. The increase in LHFS from December 31, 2024 to December 31, 2025 reflects continued growth in the number of approved client originators and their utilization of our purchase facilities. Because loans held in the program are classified as LHFS rather than LHFI, they are not included in our allowance for credit losses on loans, and any credit losses associated with the program would instead be recognized directly through noninterest expense or as a reduction of the carrying value of the affected loans in the period identified. \n

\n Our mortgage warehouse consists primarily of loans that are eligible for sale to government-sponsored enterprises or government agencies, which we believe reduces the credit and market risk associated with the program because the ultimate purchaser of each loan is typically identified prior to purchase. We monitor the composition of the portfolio between conventional, government-insured, and jumbo or non-agency collateral because loans that are not agency-eligible generally carry a longer expected holding period and a smaller universe of eligible purchasers, which can increase our exposure to changes in the market value of the underlying collateral during the warehousing period. The mix between purchase-money and refinance loans within the portfolio tends to fluctuate with the interest rate environment, as origination volumes for our client originators, and correspondingly our warehouse lending balances, generally increase when mortgage rates decline and refinance activity picks up, and decrease when rates rise, consistent with broader trends observed across the mortgage warehouse lending sector. \n

	\n \n Six Months Ended\n \n June 30,\n \n			\n \n Increase (decrease) \n \n
\n \n (dollars in thousands except for originators’ data) \n \n	\n \n 2026 \n \n			\n \n 2025 \n \n	\n \n Amount \n \n			\n \n Percent \n \n
\n \n Approved client originators at period end \n \n			61				64			(3)	(4.69)%
\n \n Client originators with loans outstanding at period end \n \n			47				50			(3)	(6.00)%
\n \n Aggregate purchase facility capacity \n \n		$	1,142,000			$	1,135,500		$	6,500	0.57%
\n \n Average outstanding warehouse balance \n \n		$	438,000			$	355,000		$	83,000	23.38%
\n \n Period-end outstanding warehouse balance (included in LHFS) \n \n		$	486,000			$	490,000		$	(4,000)	(0.82)%

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	\n \n Year Ended\n \n December 31,\n \n			\n \n Increase (decrease) \n \n
\n \n (dollars in thousands except for originators’ data) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n	\n \n Amount \n \n			\n \n Percent \n \n
\n \n Approved client originators at period end \n \n			62				67			(5)	(7.46)%
\n \n Client originators with loans outstanding at period end \n \n			49				43			6	13.90%
\n \n Aggregate purchase facility capacity \n \n		$	1,189,000			$	1,175,000		$	14,000	1.19%
\n \n Average outstanding warehouse balance \n \n		$	400,000			$	283,000		$	117,000	41.34%
\n \n Period-end outstanding warehouse balance (included in LHFS) \n \n		$	484,000			$	466,000		$	18,000	3.86%

\n Our mortgage warehouse lending experienced strong growth during 2025 and has continued to perform well through the first half of 2026, driven by higher utilization among existing clients despite a modest reduction in the number of approved client originators. Approved client originators totaled 62 at December 31, 2025, a decrease of five client originators, or 7.5%, compared to 67 client originators at December 31, 2024. As of June 30, 2026, approved client originators totaled 61, representing a decrease of 1 client originator, or 1.6%, compared to December 31, 2025. The reduction in client originator count during 2025 was an intentional effort to exit certain client originators and expand market share with client originators that successfully navigated the changing housing finance market. The number of client originators with loans outstanding increased to 49 at December 31, 2025 from 43 at December 31, 2024, reflecting a 13.9% increase in active relationships and indicating stronger engagement and production levels among the client base. As of June 30, 2026, the number of client originators with loans outstanding was 47 as compared to 50 as of June 30, 2025, reflecting a 6.00% decrease in active relationships.\n

\n Aggregate uncommitted purchase facility capacity increased modestly to approximately $1.19 billion at December 31, 2025 from $1.18 billion at December 31, 2024, an increase of $14.0 million, or 1.2%. As of June 30, 2026, aggregate uncommitted purchase facility capacity was $1.14 billion, a decrease of $47 million, or 3.95%, compared to December 31, 2025. Average outstandings reached $400.0 million during 2025, compared to $283.0 million in 2024, representing an increase of approximately $117.0 million, or 41.3%. For the six months ended June 30, 2026, average outstandings were $438.0 million as compared to $355.0 million for the six months ended June 30, 2025, representing an increase of approximately $83.0 million, or 23.4%. This increase is primarily a result of stronger mortgage origination activity among clients and an increase in captured market share. \n

\n Overall, 2025 was characterized by stronger production volume, improved client utilization, and meaningful growth in average balances, while maintaining stable facility capacity and risk parameters. Through the first half of 2026, production volume remained robust while average balances outstandings are outpacing the same period in 2025. The increase in active clients and utilization levels reflects our efforts to go deeper into existing relationships with successful, well-managed mortgage originators. \n

\n The period-end balance of our mortgage warehouse loans is a function of both the number of active client originators and the volume of loans each originator closes and delivers to us for purchase prior to sale into the secondary market, and as a result can vary meaningfully within a given reporting period based on origination seasonality and the interest rate environment. We believe average and peak balances are more meaningful indicators of the ongoing utilization of our warehouse purchase capacity than the period-end balance alone, because the short average holding period of less than 30 days means the period-end balance principally reflects late-period purchase activity rather than the full scale of originations funded during the period. Growth in aggregate purchase facility capacity and in the number of approved client originators has been, and we expect will continue to be, a closely managed aspect of our mortgage warehouse lending business, consistent with our broader strategy of diversifying the Bank’s earning assets. We also monitor our warehouse lending activity relative to our overall balance sheet growth strategy and liquidity position, as further discussed under “Liquidity Management and Capital Adequacy” below, because increases in warehouse purchase volume increases our funding needs on a short-term basis. \n

\n Unlike our commercial and retail loan portfolios, credit risk in our mortgage warehouse lending program arises primarily from our reliance on the client originator and the ultimate secondary market purchaser to perform, rather than from the creditworthiness of the underlying mortgage borrower alone, because our expected source of repayment for each warehoused loan is the sale proceeds received from the designated investor rather than payments made by the mortgagor. Concentration risk within the program is accordingly measured principally by reference to the number of active client originators and the extent to which our aggregate outstanding balance is concentrated among our largest relationships, rather than by geographic or property-type concentration as is customary for our held-for-investment real estate portfolios. Since the Recapitalization, we have not recorded any material charge-offs within the mortgage warehouse lending program, consistent with the short average holding period of funded loans, the existence of a secondary market takeout commitment at the time of purchase and our practice of taking physical possession of the underlying notes and allonges, which aligns with the low loss experience generally reported by other financial institutions operating similar mortgage warehouse or mortgage purchase programs. For the same reason, \n

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\n borrower-level delinquency and past-due metrics are not a meaningful indicator of credit risk in this program, and we do not track them in the manner customary for our held-for-investment portfolios. Instead, we monitor the aging of loans held in the program, that is, loans that remain outstanding beyond their expected sale or settlement date. The volume of such aged loans fluctuates from period to period in the ordinary course, and these loans are generally resolved through curtailment or repurchase by the applicable client originator, or completion of the sale to an investor, before any loss is realized. Our historical charge-off and loss experience is not necessarily indicative of future results, and there can be no assurance that we will not incur charge-offs or other losses within the program in future periods. \n

\n We manage the risks associated with our mortgage warehouse lending program through a combination of client eligibility screening, collateral-level controls, and ongoing portfolio monitoring. Before approving a mortgage originator as a client under the program, we perform due diligence on the prospective client’s financial condition, licensing status, quality control practices, and secondary market relationships, and we establish an individual purchase limit for each approved client based on that diligence. Once a client is approved, each loan submitted for purchase is reviewed for compliance with our eligibility criteria, including confirmation that a secondary market purchase commitment is in place, before funds are advanced. We monitor the aging of loans held in the program on an ongoing basis and follow up promptly with the client originator and, where applicable, the designated investor with respect to any loan that remains outstanding beyond its expected sale date, in order to identify and resolve potential collateral or documentation issues before they result in a loss. We also periodically reassess each client’s purchase limit and continued eligibility to participate in the program based on updated financial information, loan performance, and market conditions. \n

\n Internally Assigned Grades on LHFI \n

\n The Company utilizes an internal loan classification system for the Commercial portfolio that is updated to perpetually grade loans according to certain credit quality indicators. These credit quality indicators include, but are not limited to, recent credit performance, delinquency, liquidity, cash flows, debt coverage ratios, collateral type and LTC/LTV ratios. The Company determines its risk rating classification of the Retail lending portfolio based on nonaccrual and delinquency status in accordance with the Uniform Retail Credit Classification guidance and industry norms. For more information, see Note 4 to the consolidated financial statements. \n

\n The Company utilizes an internal risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 9. These risk grades are evaluated on an ongoing basis. A description of the general characteristics of the nine risk grades is as follows: \n

\n •\n
\n

\n Pass (Risk Ratings 1 – 5). Loans rated Pass include those that are adequately collateralized performing loans which management believe do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes loans rated as “watch,” which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category. \n

\n •\n
\n

\n Special Mention (Risk Rating 6). A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan, or in the company’s credit position at some future date. Loans graded special mention may require resolution of specific corporate or financial related events before the associated risk can be adequately evaluated. \n

\n •\n
\n

\n Substandard (Risk Rating 7). A substandard loan is inadequately protected by the net worth and cash flow capacity of the borrower or of the collateral pledged. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. \n

\n •\n
\n

\n Doubtful (Risk Rating 8). Loans classified as doubtful are inadequately protected by the net worth of the borrower or the collateral pledged and repayment in full is improbable based on existing facts, values, and conditions. The possibility of loss is high, but because of certain important and reasonably specific pending factors which may work to the advantage and strengthening of the facility, its classification as an estimated loss is deferred until its more exact status may be determined. These loans are considered classified as value is impaired. A full or partial reserve is warranted. Because of the high probability of loss, nonaccrual accounting treatment is required. \n

\n •\n
\n

\n Loss (Risk Rating 9). Loans classified as loss are considered uncollectible and continuance as an acceptable asset is not warranted. This classification does not mean that the credit has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this asset even though partial recovery may be affected in the future. These \n

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\n loans are considered classified. Because of the high probability of loss, nonaccrual accounting treatment is required. Losses are to be recorded in the period an obligation becomes uncollectable. \n

\n The following table presents the loan portfolio’s amortized cost by class of financing receivable and internal risk grade. There were no loans risk graded doubtful or loss at June 30, 2026, December 31, 2025 and December 31, 2024. \n

	\n \n As of June 30, 2026 \n \n
\n \n (dollars in thousands) \n \n	\n \n Pass \n \n			\n \n Special mention \n \n	\n \n Substandard \n \n			\n \n Total \n \n
\n Loans:\n
\n \n Construction and land development \n \n		$	269,655			$	—		$	—	$	269,655
\n \n Single-family residential \n \n			344,439				323			3,565		348,327
\n \n Commercial real estate \n \n			871,732				19,641			634		892,007
\n \n Multifamily \n \n			70,412				—			—		70,412
\n \n Commercial and financial \n \n			432,611				6,736			20,921		460,268
\n \n Consumer \n \n			54,844				—			—		54,844
\n \n Total \n \n		$	2,043,693			$	26,700		$	25,120	$	2,095,513

	\n \n As of December 31, 2025 \n \n
\n \n (dollars in thousands) \n \n	\n \n Pass \n \n			\n \n Special mention \n \n	\n \n Substandard \n \n			\n \n Total \n \n
\n Loans:\n
\n \n Construction and land development \n \n		$	236,523			$	—		$	328	$	236,851
\n \n Single-family residential \n \n			272,841				175			3,703		276,719
\n \n Commercial real estate \n \n			670,376				8,055			672		679,103
\n \n Multifamily \n \n			66,341				—			—		66,341
\n \n Commercial and financial \n \n			403,864				4,792			19,350		428,006
\n \n Consumer \n \n			43,223				—			—		43,223
\n \n Total \n \n		$	1,693,168			$	13,022		$	24,053	$	1,730,243

	\n \n As of December 31, 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Pass \n \n			\n \n Special mention \n \n	\n \n Substandard \n \n			\n \n Total \n \n
\n Loans:\n
\n \n Construction and land development \n \n		$	152,068			$	—		$	387	$	152,455
\n \n Single-family residential \n \n			235,700				272			787		236,759
\n \n Commercial real estate \n \n			471,536				11,098			1,101		483,735
\n \n Multifamily \n \n			56,291				—			—		56,291
\n \n Commercial and financial \n \n			340,533				8,010			4,660		353,203
\n \n Consumer \n \n			33,781				172			723		34,676
\n \n Total \n \n		$	1,289,909			$	19,552		$	7,658	$	1,317,119

\n Pass rated loans were approximately 97.5% of total LHFI at June 30, 2026 and 97.9% of total LHFI at December 31, 2025 and 2024. Special mention rated loans were 1.27% of total LHFI at June 30, 2026, 0.75% of total LHFI at December 31, 2025 and 1.48% of total LHFI at December 31, 2024. Substandard loans were 1.20% of total LHFI at June 30, 2026, 1.39% of total LHFI at December 31, 2025 and 0.58% at December 31, 2024. Total special mention and substandard loans increased $14.8 million during the six months ended June 30, 2026 specifically due to one commercial and financial relationship totaling $12.7 million that migrated from watch to special mention in the second quarter. The primary cause of the increase in total special mention and substandard loans from December 31, 2024 to December 31, 2025 was due to the acquisition of Georgia Primary, inclusive of SBA loans in which the government guaranteed portion is reflected in the totals above, negative credit migration of certain commercial and financial loans, offset by positive credit migration of certain commercial real estate loans. \n

\n Nonperforming Loans \n

\n Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment. Loans are placed on \n

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\n nonaccrual status when it becomes probable that interest is not fully collectable or generally when the loan becomes 90 days past due. Once loans are placed on nonaccrual status, previously accrued but unpaid interest is reversed from interest income, and the accrual of interest income is suspended. Future payments received are applied to the principal balance of the loan. If and when borrowers demonstrate the sustained ability to repay such loans in accordance with the loan’s contractual terms, the loan may be returned to accrual status. Loans which are substandard, including loans which are placed on non-accrual status, are reviewed for collectability of principal. Principal amounts deemed uncollectible are charged off against the allowance for credit losses on loans, unless such loans are in the process of modification, collection through repossession, or foreclosure. \n

\n Real estate acquired through foreclosure or by deed in lieu of foreclosure is classified as other real estate owned (“OREO”). Upon acquisition, OREO is initially recorded at fair value less estimated costs to sell, which establishes a new cost basis. Fair value is based on independent appraisals. Any excess of the loan’s amortized cost basis over the fair value of the property less estimated costs to sell is charged against the allowance for credit losses. \n

\n Subsequent to acquisition, OREO is carried at the lower of its cost basis or fair value less estimated costs to sell. Subsequent adjustments to the value of OREO and costs of holding and maintaining the properties are expensed as incurred. Costs of improvements are capitalized. Gains and losses on disposition are recognized in earnings when control of the property transfers to the buyer, which generally occurs upon execution of the deed. \n

\n Nonperforming loans consist of loans on nonaccrual status and loans 90 days or more past due that continue to accrue interest. Nonperforming assets consist of nonperforming loans plus OREO and other repossessed assets, if any. As of June 30, 2026, December 31, 2025 and 2024, we did not have any OREO. \n

\n The following table sets forth the allocation of our nonperforming loans among our different asset categories as of the dates presented: \n

	\n \n As of June 30, \n \n 2026 \n \n			\n \n As of December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Nonaccrual loans(1)\n \n		$	17,268		$	14,674	$	7,343
\n \n Past due loans 90 days and still accruing \n \n			39			—		149
\n \n Total nonperforming loans \n \n		$	17,307		$	14,674	$	7,492
\n \n Nonperforming loans to gross LHFI \n \n			0.83%			0.85%		0.57%
\n \n Nonperforming assets to total assets \n \n			0.53%			0.54%		0.33%
\n \n Allowance for credit losses to total LHFI \n \n			1.39%			1.48%		1.56%

\n (1)\n
\n

\n Nonaccrual loans include balances of approximately $5.0 million, $2.6 million, and $0 that are covered by government guarantees for June 30, 2026, December 31, 2025 and December 31, 2024, respectively. \n

\n Nonperforming loans were $17.3 million, $14.7 million and $7.5 million at June 30, 2026, December 31, 2025 and December 31, 2024, respectively. The increase in nonperforming loans from December 31, 2025 to June 30, 2026 was primarily due to $5.7 million in net new additions to non-accrual status during the six-month period ended June 30, 2026, partially offset by $1.0 million in net charge-offs, $440 thousand of pay downs related to SBA payments on the government guaranteed portion of SBA loans, and approximately $1.70 million split between pay offs, principal pay downs, and upgrades to special mention. The increase in nonperforming loans from December 31, 2024 to December 31, 2025 was primarily due to the acquisition of Georgia Primary, which included SBA 7(a) loans in which the Bank includes the SBA guaranteed portion, if repurchased by the Bank in the secondary market, in its reporting of nonperforming loans, and loans identified as purchased credit deteriorated (“PCD”). The Bank also experienced negative credit migration of certain commercial and financial loans during the year ended December 31, 2025. All loans identified as PCD have specific reserves in an amount we believe is sufficient to cover potential losses. \n

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\n The following table sets forth the major classifications of nonaccrual loans for the periods presented: \n

	\n \n As of June 30, \n \n 2026 \n \n			\n \n As of December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Construction and land development \n \n		$	—		$	328	$	387
\n \n Single-family residential \n \n			3,338			2,359		558
\n \n Commercial real estate \n \n			539			577		1,073
\n \n Commercial and financial\n \n			13,391			11,410		4,660
\n \n Consumer \n \n			—			—		665
\n \n Total nonaccrual loans \n \n		$	17,268		$	14,674	$	7,343

\n Allowance for Credit Losses on Loans \n

\n The ACL on loans is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The ACL represents management’s best estimate of credit losses expected over the life of the loan, adjusted for expected contractual payments and the impact of prepayment expectations. ACL is not required for LHFS and is only recorded for LHFI. \n

\n The Company estimates the ACL on loans based on the underlying loans’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, and net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. It is the Company’s policy to write off uncollectible interest receivable of LHFI when it is considered uncollectible, which is generally when an asset is placed on nonaccrual and individually analyzed under the ACL. \n

\n Expected credit losses are reflected in the ACL through a charge to provision for credit losses. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. Loans are charged off against the ACL when management believes the collection of the principal is unlikely. Subsequent recoveries of previously charged off amounts, if any, are credited to the ACL when received. See Note 1 of our consolidated financial statements as of December 31, 2025, included elsewhere in this prospectus, for additional information regarding ACL policy. \n

\n The allowance for credit losses on loans was $29.0 million as of June 30, 2026 compared to $25.6 million at December 31, 2025. The increase was primarily related to the Tandem acquisition and the related allowance associated with acquired loans. \n

\n The allowance for credit losses on loans was $25.6 million at December 31, 2025 compared to $20.6 million at December 31, 2024, an increase of $5.0 million, or 24.1% primarily attributed to the loan portfolio acquired via the merger with Georgia Primary Bank, certain reserves associated with loans identified as PCD, and loan growth within the Bank’s LHFI portfolio. \n

\n The following table provides an analysis of the ACL on loans and net charge-offs for the periods presented: \n

	\n \n As of June 30, \n \n 2026 \n \n			\n \n As of and for the Year Ended \n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Allowance for credit losses on loans at end of period(1)\n \n		$	28,955		$	25,574	$	20,600
\n Loans balances: \n
\n \n Total loans held for investment, end of period \n \n		$	2,089,860		$	1,724,934	$	1,312,293
\n \n Average loans held for investment \n \n		$	1,802,428		$	1,653,685	$	1,227,569
\n \n Net charge-offs to average LHFI \n \n			0.05%			0.06%		0.43%
\n \n Allowance for credit losses on loans to total LHFI(1)\n \n			1.39%			1.48%		1.56%
\n \n Nonaccrual loans as a percentage of end of period loans \n \n			0.83%			0.85%		0.56%
\n \n Allowance for credit losses on loans to nonaccrual loans at end of period(1)\n \n			167.68%			174.28%		280.54%
\n \n Allowance for credit losses on loans to total nonperforming loans at end of period(1)\n \n			167.31%			174.28%		274.96%

\n (1)\n
\n

\n Excludes allowance for credit losses for unfunded loans commitments. \n

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\n At June 30, 2026, the ACL on loans totaled $29.0 million, or 1.12% of loans and 1.39% of LHFI, compared to $25.6 million, or 1.15% of loans and 1.48% of LHFI, at December 31, 2025. The decrease in the ACL on loans as a percentage of loans as of June 30, 2026 compared to December 31, 2025 was primarily attributed to our portfolio mix from new production along with the Tandem acquisition. \n

\n At December 31, 2025, the ACL on loans totaled $25.6 million, or 1.15% of loans and 1.48% of LHFI, compared to $20.6 million, or 1.14% of loans and 1.56% of LHFI, at December 31, 2024. The decrease in the ACL on loans as a percentage of loans held for investment compared to December 31, 2024, was primarily attributed to overall growth in the Bank’s commercial loan portfolio, partially offset by an increase in specific reserves associated with nonperforming loans. \n

\n For the six months ended June 30, 2026, our net charge-off ratio as a percentage of average loans, as annualized, was 0.10%. For the year ended December 31, 2025, our net charge-off ratio as a percentage of average LHFI loans was 0.06%, compared to 0.43% for the year ended December 31, 2024. \n

\n As of June 30, 2026, our ratio of nonperforming assets to total assets was 0.53%, compared to 0.54% as of December 31, 2025. As of December 31, 2025, our ratio of nonperforming assets to total assets was 0.54%, compared to 0.33% as of December 31, 2024. The increase in 2025 was largely due to nonperforming loans acquired through the acquisition of Georgia Primary, which were classified as PCD, and an increase in nonaccrual loans. \n

\n The following table allocates the allowance for credit losses on loans by loan category for the periods presented: \n

	\n \n As of June 30, \n \n 2026 \n \n			\n \n As of December 31, \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Amount \n \n			\n \n % of\n \n Allowance \n \n	\n \n Amount \n \n		\n \n % of \n \n Allowance \n \n	\n \n Amount \n \n			\n \n % of \n \n Allowance \n \n
\n Real Estate Loans:\n
\n \n Construction and land development \n \n		$	4,200			14.51%			$	4,496		17.58%	$	2,817	13.67%
\n \n Single-family residential \n \n			8,313			28.71				7,048		27.56		6,854	33.27
\n \n Commercial \n \n			5,248			18.12				4,453		17.41		4,014	19.49
\n \n Multifamily \n \n			396			1.37				514		2.01		698	3.39
\n \n Total real estate loans \n \n		$	18,157			62.71%			$	16,511		64.56%	$	14,383	69.82%
\n Commercial and Consumer Loans:\n
\n \n Commercial and financial\n \n		$	10,565			36.49%			$	8,607		33.66%	$	5,456	26.49%
\n \n Consumer \n \n			233			0.80				456		1.78		761	3.69
\n \n Total commercial and consumer loans \n \n		$	10,798			37.29%			$	9,063		35.44%	$	6,217	30.18%
\n \n Total allowance for credit losses on loans \n \n		$	28,955			100.0%			$	25,574		100.0%	$	20,600	100.00%

\n Allowance for Credit Losses for Unfunded Commitments \n

\n The Company records an ACL for unfunded loan commitments, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for credit losses in the Company’s Consolidated Statements of Operations. The ACL for unfunded commitment exposures is estimated by loan segment at each balance sheet date under the CECL model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur and assigning expected funding rates to each portfolio category. The ACL for unfunded commitments is included in “other liabilities” on the Company’s Consolidated Balance Sheets. \n

\n The ACL for unfunded commitments was $2.1 million at June 30, 2026 and $986 thousand at both December 31, 2025 and December 31, 2024. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to consider the probability of a drawdown on the commitment based on periodic updates to the estimated funding rate on loans. \n

\n It is management’s policy to maintain the ACL at a level adequate for risks inherent in the loan portfolio. The FDIC and GDBF also review the ACL as an integral part of their examination process. Based on information currently available, management believes that our ACL is adequate. However, the loan portfolio can be adversely affected if economic conditions or the real estate values in our market areas were to weaken. The effect of such events, although uncertain at this time, could result in an increase in the level of nonperforming loans and increased loan losses, which could adversely affect our future growth and profitability. No assurance of the ultimate level of credit losses can be given with any certainty. \n

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\n Net Charge-offs \n

\n The following table summarizes net charge-offs to average loans for each of the periods presented: \n

	\n \n Six Months Ended June 30, 2026 \n \n			\n \n Year Ended December 31, 2025 \n \n	\n \n Year Ended December 31, 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Average \n \n Loans \n \n			\n \n Net Charge-\n \n offs\n \n (Recoveries) \n \n	\n \n Annualized \n \n Net Charge-\n \n offs to \n \n Average\n \n Loans \n \n		\n \n Average \n \n Loans \n \n	\n \n Net Charge-\n \n offs\n \n (Recoveries) \n \n		\n \n Net Charge-\n \n offs to \n \n Average\n \n Loans \n \n	\n \n Average \n \n Loans \n \n			\n \n Net Charge-\n \n offs \n \n (Recoveries) \n \n	\n \n Net Charge-\n \n offs to \n \n Average \n \n Loans \n \n
\n Real Estate Loans:\n
\n \n Construction and land \n \n development \n \n		$	234,281			(7)			0.01%			$	194,260			$	59	0.03%	$	162,190	$	—	0.00%
\n \n Single-family residential \n \n			287,794			—			0.00%				255,876				97	0.04%		197,692		—	0.00%
\n \n Commercial \n \n			745,080			—			0.00%				637,737				—	0.00%		438,620		(6)	0.00%
\n \n Multifamily \n \n			66,588			—			0.00%				55,476				—	0.00%		40,224		—	0.00%
\n \n Commercial and Consumer Loans:\n \n
\n \n Commercial and financial \n \n		$	417,257			1,008			0.49%			$	465,370			$	744	0.16%	$	354,313	$	5,191	1.47%
\n \n Consumer \n \n			51,428			(24)			(0.09)%				44,966				11	0.02%		35,530		39	0.11%
\n \n Total net \n \n charge-offs \n \n		$	1,802,428			977			0.10%			$	1,653,685			$	911	0.06%	$	1,228,569	$	5,224	0.43%

\n Net charge-offs were $977 thousand, $911 thousand and $5.2 million for the periods ending June 30, 2026, December 31, 2025 and December 31, 2024, respectively. Charge-offs for 2024 were higher due to the sale of a $7.5 million commercial and financial loan classified as a shared national credit (“SNC”) in which the Bank held a 6.82% interest in the facility. At the time of the sale, the loan had gone materially past due and was placed on non-accrual. The underlying borrower was no longer able to perform on its obligations, and the loan was sold by the bank syndicate to a third-party in lieu of a winddown via bankruptcy. The Company carried a specific reserve related to the loan which was fully charged-off at the time of the loan sale. The Bank has exited substantially all of its SNC exposure. \n

\n Investment Portfolio \n

\n The securities portfolio is a significant component of our interest earning assets. The portfolio serves the following purposes: (i) to optimize the Bank’s income consistent with the investment portfolio’s liquidity and risk objectives; (ii) to balance market and credit risks of other assets and the Bank’s liability structure; (iii) to profitably deploy funds which are not needed to fulfill loan demand, deposit redemptions or other liquidity purposes; and (iv) provide collateral which the Bank is required to pledge against public funds. \n

\n We classify our securities as either available-for-sale or held-to-maturity at the time of purchase. Investment securities not classified as either held-to-maturity or trading are classified as available-for-sale. Debt securities classified as held-to-maturity are carried at amortized cost, excluding accrued interest, when management has the positive intent and ability to hold them to maturity. Debt securities classified as available-for-sale are stated at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of AOCI in the Consolidated Statements of Comprehensive Income. Monthly adjustments are made to reflect changes in the fair value of our available-for-sale securities. \n

\n Securities available-for-sale consist primarily of U.S. Treasuries, municipal obligations, mortgage-backed securities and corporate debt securities. No issuer of the available-for-sale securities comprised more than 10% of our shareholders’ equity as of June 30, 2026, December 31, 2025 and December 31, 2024, except FHLMC, FNMA, Ginnie Mae, and U.S. Treasury securities within those periods. Securities held-to-maturity consist primarily of residential mortgage-backed securities, collateralized mortgage obligations and state and political subdivisions. \n

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\n The following table summarizes the fair value of the available-for-sale securities portfolio as of the dates presented: \n

	\n \n As of June 30, \n \n 2026 \n \n			\n \n As of December 31, \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Fair \n \n Value \n \n	\n \n Unrealized \n \n Gain\n \n (Loss) \n \n			\n \n Amortized \n \n Cost \n \n	\n \n Fair \n \n Value \n \n			\n \n Unrealized \n \n Gain\n \n (Loss) \n \n	\n \n Amortized\n \n Cost \n \n			\n \n Fair \n \n Value \n \n	\n \n Unrealized \n \n Gain \n \n (Loss) \n \n
\n \n U.S. Treasuries \n \n		$	4,953			$	4,952			$	(1)			$	21,863			$	21,912	$	49	$	38,511	$	38,564	$	53
\n \n U.S. government sponsored agencies \n \n			2,984				2,978				(6)				2,978				2,994		16		12,801		12,809		8
\n \n Mortgage-backed securities \n \n			69,392				65,892				(3,500)				28,740				25,930		(2,810)		21,429		17,420		(4,009)
\n \n Corporate debt securities \n \n			1,263				1,265				2				1,000				960		(40)		1,000		915		(85)
\n \n Total available for sale securities \n \n		$	78,592			$	75,087			$	(3,505)			$	54,581			$	51,796	$	(2,785)	$	73,741	$	69,708	$	(4,033)

\n The following table summarizes the fair value of the held-to-maturity securities portfolio as of the dates presented: \n

	\n \n As of June 30, \n \n 2026\n \n			\n \n As of December 31, \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Fair \n \n Value \n \n	\n \n Unrealized \n \n Gain \n \n (Loss) \n \n			\n \n Amortized \n \n Cost \n \n	\n \n Fair \n \n Value \n \n			\n \n Unrealized \n \n Gain \n \n (Loss) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Fair \n \n Value \n \n	\n \n Unrealized \n \n Gain \n \n (Loss) \n \n
\n \n Residential mortgage-backed securities\n \n		$	14,846			$	14,635			$	(211)			$	670			$	652	$	(18)	$	4,539	$	4,474	$	(65)
\n \n Collateralized mortgage obligations \n \n			23,537				23,322				(215)				28,488				28,747		259		18,559		18,328		(231)
\n \n State and political subdivisions \n \n			10,977				10,706				(271)				10,944				10,729		(215)		3,642		3,370		(272)
\n \n Total held-to-maturity securities \n \n		$	34,514			$	48,663			$	(697)			$	40,102			$	40,128	$	26	$	26,740	$	26,172	$	(568)

\n Certain available-for-sale securities have fair values less than amortized cost and, therefore, contain unrealized losses. At June 30, 2026, we evaluated available-for-sale securities which had an unrealized loss to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value with a charge to earnings. Based on an evaluation of available information, including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, we do not expect to incur credit losses on any security available-for-sale. We do not intend to sell these securities, and it is not more likely than not that we will be required to sell them before recovery of the amortized cost basis, which may be at maturity. \n

\n We measure expected credit losses on debt securities classified as held-to-maturity on a collective basis for securities that share similar risk characteristics. Expected credit losses are estimated over the contractual term of each security, adjusted for expected prepayments, and are measured for the entire held-to-maturity portfolio rather than only those securities whose fair value is less than amortized cost. The measurement is not limited by a security's fair value. In estimating expected credit losses, we consider security type and structure, issuer credit quality, historical credit loss experience, current conditions and reasonable and supportable forecasts relevant to the collectibility of contractual cash flows. For additional information, see Note 1 in our consolidated financial statements for the year ended December 31, 2025, included in this prospectus. The allowance is presented as a reduction of the amortized cost basis of the securities, and increases and decreases in the allowance are recognized in earnings through the provision for credit losses. Based on this evaluation, we determined expected credit losses on our held-to-maturity securities were zero, and no allowance for credit losses was recorded or reserve was needed on held-to-maturity securities at any date presented. Unrealized losses on held-to-maturity securities are not recognized in our consolidated financial statements. \n

\n The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of June 30, 2026, December 31, 2025 and December 31, 2024. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, considering the expected life of each security. The weighted average yield for each maturity range was computed using the amortized cost of each security within the applicable maturity range. The yield on non-taxable investments was not adjusted for tax equivalency. \n

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\n The following tables summarize the amortized cost and weighted average yield of the available-for-sale securities as of the dates presented: \n

	\n \n As of June 30, 2026 \n \n
	\n \n Due in One\n \n Year or Less \n \n			\n \n Due after One Year\n \n Through Five Years \n \n	\n \n Due after Five Years\n \n Through Ten Years \n \n		\n \n Due after Ten Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized\n \n Cost \n \n			\n \n Weighted\n \n Average\n \n Yield \n \n	\n \n Amortized\n \n Cost \n \n		\n \n Weighted\n \n Average\n \n Yield \n \n	\n \n Amortized\n \n Cost \n \n			\n \n Weighted\n \n Average \n \n Yield \n \n	\n \n Amortized\n \n Cost \n \n		\n \n Weighted\n \n Average \n \n Yield \n \n
\n \n U.S. Treasuries \n \n		$	4,953			3.97%			$	—			—%		$	—	—%	$	—	\n \n —%\n \n
\n \n U.S. government sponsored agencies \n \n			—			—				2,984			4.03			—	—		—	\n \n — \n \n
\n \n Mortgage-backed securities \n \n			—			—				972			1.29			6,493	4.34		61,927	\n \n 3.99 \n \n
\n \n Corporate debt securities \n \n			—			—				1,263			5.89			—	—		—	\n \n — \n \n
\n \n Total available-for-sale securities \n \n		$	4,953			3.97%			$	5,219			3.97%		$	6,493	4.34%	$	61,927	\n \n 3.99%\n \n

	\n \n As of December 31, 2025 \n \n
	\n \n Due in One\n \n Year or Less \n \n			\n \n Due after One Year\n \n Through Five Years \n \n	\n \n Due after Five Years\n \n Through Ten Years \n \n		\n \n Due after \n \n Ten Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized\n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n
\n \n U.S. Treasuries \n \n		$	21,863			4.60%			$	—			—%		$	—	—%	$	—	\n \n —%\n \n
\n \n U.S. government sponsored agencies \n \n			—			—				2,978			4.00			—	—		—	\n \n — \n \n
\n \n Mortgage-backed securities \n \n			—			—				1,067			1.30			1,859	4.30		25,815	\n \n 2.80 \n \n
\n \n Corporate debt securities \n \n			—			—				—			—			1,000	5.40		—	\n \n — \n \n
\n \n Total available-for-sale securities \n \n		$	21,863			4.60%			$	4,046			3.30%		$	2,859	4.70%	$	25,815	\n \n 2.80%\n \n

	\n \n As of December 31, 2024 \n \n
	\n \n Due in One\n \n Year or Less \n \n			\n \n Due after One Year\n \n Through Five Years \n \n	\n \n Due after Five Years\n \n Through Ten Years \n \n		\n \n Due after\n \n Ten Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized\n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n
\n \n U.S. Treasuries \n \n		$	16,903			3.90%			$	21,608			4.60%		$	—	—%	$	—	\n \n —%\n \n
\n \n U.S. government sponsored agencies \n \n			9,834			5.00				2,967			4.00			—	—		—	\n \n — \n \n
\n \n Mortgage-backed securities \n \n			—			—				1,117			1.30			—	—		20,311	\n \n 1.70 \n \n
\n \n Corporate debt securities \n \n			—			—				—			—			1,000	5.40		—	\n \n — \n \n
\n \n Total available-for-sale securities \n \n		$	26,737			4.30%			$	25,692			4.40%		$	1,000	5.40%	$	20,311	\n \n 1.70%\n \n

\n The following tables summarize the amortized cost and weighted average yield of the held-to-maturity securities as of the dates presented: \n

	\n \n As of June 30, 2026 \n \n
	\n \n Due in One \n \n Year or Less \n \n			\n \n Due after One Year \n \n Through Five Years \n \n	\n \n Due after Five Years \n \n Through Ten Years \n \n		\n \n Due after \n \n Ten Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n
\n \n Residential mortgage-backed securities \n \n		$	—			0.00%			$	7,241			4.42%		$	7,345	4.38%	$	260	3.79%
\n \n Collateralized mortgage obligations \n \n			—			0.00				15,374			4.71			4,137	4.42		4,026	4.65
\n \n State and political subdivisions \n \n			—			0.00				484			4.22			3,220	4.64		7,273	3.94
\n \n Total held-to-maturity securities \n \n		$	—			0.00%			$	23,099			4.61%		$	14,702	4.44%	$	11,559	4.18%

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	\n \n As of December 31, 2025 \n \n
	\n \n Due in One \n \n Year or Less \n \n			\n \n Due after One Year \n \n Through Five Years \n \n	\n \n Due after Five Years \n \n Through Ten Years \n \n		\n \n Due after \n \n Ten Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n
\n \n Residential mortgage-backed securities \n \n		$	—			0.00%			$	—			0.00%		$	404	4.74%	$	266	3.78%
\n \n Collateralized mortgage obligations \n \n			—			0.00				21,746			4.74			2,693	4.39		4,049	4.67
\n \n State and political subdivisions \n \n			—			0.00				481			4.22			3,195	4.64		7,268	3.93
\n \n Total held-to-maturity securities \n \n		$	—			0.00%			$	22,227			4.69%		$	6,292	4.57%	$	11,583	4.19%

	\n \n As of December 31, 2024 \n \n
	\n \n Due in One \n \n Year or Less \n \n			\n \n Due after One Year \n \n Through Five Years \n \n	\n \n Due after Five Years \n \n Through Ten Years \n \n		\n \n Due after \n \n Ten Years \n \n
\n \n (dollars in thousands) \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n			\n \n Weighted \n \n Average \n \n Yield \n \n	\n \n Amortized \n \n Cost \n \n		\n \n Weighted \n \n Average \n \n Yield \n \n
\n \n Residential mortgage-backed securities \n \n		$	—			0.00%			$	2,628			4.49%		$	1,633	4.74%	$	278	3.78%
\n \n Collateralized mortgage obligations \n \n			—			0.00				14,259			4.94			1,949	4.57		2,351	4.91
\n \n State and political subdivisions \n \n			—			0.00				—			0.00			—	0.00		3,642	3.56
\n \n Total held-to-maturity securities \n \n		$	—			0.00%			$	16,887			4.87%		$	3,582	4.65%	$	6,271	4.08%

\n The unrealized losses on securities are attributed to interest rate changes rather than the marketability of the securities or the issuer’s ability to honor redemption of the obligations, as the securities with losses are all obligations of or guaranteed by agencies sponsored by the U.S. government. We have adequate liquidity with the ability and intent to hold these securities to maturity resulting in full recovery of the indicated impairment. The unrealized losses on our investment securities are attributable to changes in interest rates, market spreads and market conditions subsequent to purchase, rather than credit deterioration. We have adequate liquidity with the ability and intent to hold these securities to maturity resulting in full recovery of the indicated impairment Accordingly, no allowance for credit losses on our investment securities was recorded. \n

\n Liabilities \n

\n Total liabilities as of June 30, 2026 were $3.0 billion and were $2.5 billion and $2.1 billion as of December 31, 2025 and 2024, respectively. Total liabilities increased $486.3 million, or 19.5%, between June 30, 2026 and December 31, 2025, and increased $389.3 million, or 18.5%, between December 31, 2025 and 2024. The increase from December 31, 2025 to June 30, 2026 was primarily driven by the Tandem acquisition with $290.7 million of total liabilities assumed on June 1, 2026, along with growth in deposits during the period of $225.0 million, excluding Tandem. These increases were partially offset by a decrease in FHLB borrowings of $23.0 million that were paid off subsequent to completion of transaction. The increase from December 31, 2024 to December 31, 2025 was primarily driven by a $531.1 million increase in deposits and partially offset by a decrease of $150.0 million in FHLB borrowings during that same period. \n

\n Deposits \n

\n Deposits represent 95.1% and 94.5% of our total liabilities as of June 30, 2026 and December 31, 2025, respectively, and are the primary source of funds for business operations. We obtain deposits primarily through our treasury services group and branch locations with our bankers targeting new deposit relationships beyond our physical footprint. A variety of deposit products are offered to our clients, including demand deposit accounts, interest-bearing products, savings accounts, and certificates of deposit. We have focused our efforts on gathering noninterest demand deposit accounts through continued outreach to our existing and new loan customers, customer referrals as a result of the quality service we provide and deploying capital to capture strategic opportunities. We take a holistic approach to customer service by deliberately seeking extensive integration of our product offerings with new loan customers and target new deposit relationships with competitive rates on interest bearing accounts. Our bankers are focused on ensuring that we win the entire relationship, including operating accounts, so that we can preserve our attractive mix of deposits. \n

\n Total deposits increased $478.9 million, or 20.3%, to $2.8 billion at June 30, 2026 compared to $2.4 billion at December 31, 2025. As of June 30, 2026, 23.5% of total deposits were comprised of noninterest-bearing deposit accounts and 76.5% of interest-bearing deposit accounts compared to 26.2% and 73.8% as of December 31, 2025, respectively. Total deposits increased \n

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\n $531.1 million, or 29.0%, to $2.4 billion at December 31, 2025 compared to $1.8 billion at December 31, 2024. As of December 31, 2025, 26.2% of total deposits were comprised of noninterest-bearing deposit accounts and 73.8% of interest-bearing deposit accounts compared to 21.5% and 78.5% as of December 31, 2024, respectively. Deposit growth reflected the continued expansion of our branch network. Approximately $301.4 million of the increase at December 31, 2025 was attributable to deposits assumed in the Georgia Primary acquisition, while the remaining increase reflected organic deposit growth arising from new and expanded customer relationships, treasury management initiatives, and leveraging its branch network. Management believes these organic deposit gathering efforts remain an important component of its growth strategy. \n

\n At June 30, 2026, we had total brokered deposits of $131.3 million, or 4.6% of total deposits. At December 31, 2025, we had total brokered deposits of $202.7 million, or 8.6% of total deposits, compared to $253.6 million, or 13.9% of total deposits, at December 31, 2024. We use brokered deposits, subject to certain limitations and requirements, as a source of funding to support our asset growth and augment the deposits generated from our commercial and private banking relationships, treasury services group and branch locations. Our level of brokered deposits varies from time to time depending on competitive interest rate conditions and other factors and tends to increase as a percentage of total deposits when brokered deposits are less costly than issuing internet certificates of deposit or borrowing from the FHLB. \n

\n At June 30, 2026, our uninsured deposits were $1.3 billion, or 44.1% of total deposits. At December 31, 2025, our uninsured deposits were $1.1 billion, or 46.2% of total deposits, compared to $800.4 million, or 43.8% of total deposits, at December 31, 2024. \n

\n The following table summarizes our average deposit balances and weighted average rates as of the dates presented: \n

	\n \n As of June 30, \n \n 2026 \n \n			\n \n As of December 31, \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Average\n \n Balance \n \n			\n \n Weighted\n \n Average Rate\n \n	\n \n Average \n \n Balance \n \n		\n \n Weighted \n \n Average Rate \n \n	\n \n Average\n \n Balance \n \n			\n \n Weighted \n \n Average Rate \n \n
\n \n Noninterest-bearing demand deposits \n \n		$	582,641			—%			$	491,343		—%	$	254,638	—%
\n \n Interest-bearing demand deposits \n \n			302,298			1.65				270,719		1.94		179,804	1.82
\n \n Money market deposits and savings deposits \n \n			701,855			2.88				632,313		3.13		544,009	3.72
\n \n Certificates of deposits \n \n			682,796			3.92				674,663		4.29		551,863	4.99
\n \n Total interest-bearing \n \n deposits \n \n		$	1,686,949			3.08%			$	1,577,695		3.42%	$	1,275,676	4.00%
\n \n Total deposits \n \n		$	2,269,590			2.29%			$	2,069,038		2.61%	$	1,530,314	3.33%

\n The following tables set forth the maturity of time deposits as of June 30, 2026, December 31, 2025 and December 31, 2024: \n

	\n \n As of June 30, 2026 Maturity Within:\n \n
\n \n (dollars in thousands)\n \n	\n \n Three \n \n Months\n \n			\n \n Three to Six \n \n Months\n \n	\n \n Six to Twelve \n \n Months\n \n			\n \n After Twelve \n \n Months\n \n	\n \n Total\n \n
\n \n Time deposits (less than $250,000)\n \n		$	60,055			$	56,179			$	108,918	$	85,088	$	310,240
\n \n Time deposits ($250,000 or more)\n \n			84,795				64,713				84,403		14,490		248,401
\n \n Brokered CDs\n \n			33,005				28,546				8,716		61,044		131,311
\n \n Total time deposits \n \n		$	177,855			$	149,438			$	202,037	$	160,622	$	689,952

	\n \n As of December 31, 2025 Maturity Within: \n \n
\n \n (dollars in thousands) \n \n	\n \n Three \n \n Months \n \n			\n \n Three to Six\n \n Months \n \n	\n \n Six to Twelve\n \n Months \n \n			\n \n After Twelve\n \n Months \n \n	\n \n Total \n \n
\n \n Time deposits (less than $250,000) \n \n		$	51,351			$	50,669			$	94,785	$	82,811	$	279,616
\n \n Time deposits ($250,000 or more) \n \n			49,566				40,857				83,704		13,249		187,376
\n \n Brokered CDs \n \n			98,309				19,174				31,980		53,237		202,700
\n \n Total time deposits \n \n		$	199,226			$	110,700			$	210,469	$	149,297	$	669,692

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	\n \n As of December 31, 2024 Maturity Within: \n \n
\n \n (dollars in thousands) \n \n	\n \n Three \n \n Months \n \n			\n \n Three to Six\n \n Months \n \n	\n \n Six to Twelve\n \n Months \n \n			\n \n After Twelve\n \n Months \n \n	\n \n Total \n \n
\n \n Time deposits (less than $250,000) \n \n		$	22,793			$	35,035			$	58,371	$	71,408	$	187,607
\n \n Time deposits ($250,000 or more) \n \n			22,163				28,205				65,882		13,352		129,602
\n \n Brokered CDs \n \n			110,149				3,778				50,188		89,523		253,638
\n \n Total time deposits \n \n		$	155,105			$	67,018			$	174,441	$	174,283	$	570,847

\n Contractual Obligations \n

\n The following tables contain supplemental information regarding our total contractual obligations at June 30, 2026, December 31, 2025 and December 31, 2024: \n

	\n \n Payments Due at June 30, 2026\n \n
\n \n (dollars in thousands)\n \n	\n \n Within One \n \n Year\n \n			\n \n One to Three \n \n Years\n \n	\n \n Three to Five \n \n Years\n \n			\n \n After Five \n \n Years\n \n	\n \n Total\n \n
\n \n Deposits without a stated maturity\n \n		$	2,148,670			$	—			$	—	$	—	$	2,148,670
\n \n Time deposits \n \n			529,329				159,263				1,360		—		689.952
\n \n Other borrowings \n \n			—				—				63,472		19,150		82,622
\n \n Operating lease liabilities\n \n			4,220				8,603				8,978		27,778		49,579
\n \n Total contractual obligations \n \n		$	2,682,219			$	167,866			$	73,810	$	46,928	$	2,970,824

	\n \n Payments Due at December 31, 2025 \n \n
\n \n (dollars in thousands) \n \n	\n \n Within One\n \n Year \n \n			\n \n One to Three\n \n Years \n \n	\n \n Three to Five\n \n Years \n \n			\n \n After Five \n \n Years \n \n	\n \n Total \n \n
\n \n Deposits without a stated maturity \n \n		$	1,689,993			$	—			$	—	$	—	$	1,689,993
\n \n Time deposits \n \n			520,394				140,836				8,462		—		669,692
\n \n Other borrowings \n \n			—				—				—		71,216		71,216
\n \n Operating lease liabilities \n \n			4,193				8,542				8,899		29,684		51,318
\n \n Total contractual obligations \n \n		$	2,214,580			$	149,378			$	17,361	$	100,900	$	2,482,219

	\n \n Payments Due at December 31, 2024 \n \n
\n \n (dollars in thousands) \n \n	\n \n Within One\n \n Year \n \n			\n \n One to Three\n \n Years \n \n	\n \n Three to Five\n \n Years \n \n			\n \n After Five \n \n Years \n \n	\n \n Total \n \n
\n \n Deposits without a stated maturity \n \n		$	1,257,778			$	—			$	—	$	—	$	1,257,778
\n \n Time deposits \n \n			396,564				140,982				33,301		—		570,847
\n \n Other borrowings \n \n			150,000				—				—		61,888		211,888
\n \n Operating lease liabilities \n \n			4,106				8,427				8,710		34,181		55,424
\n \n Total contractual obligations \n \n		$	1,808,448			$	149,409			$	42,011	$	96,069	$	2,095,937

\n We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs. \n

\n FHLB Advances \n

\n From time to time, the Company utilizes FHLB advances as a supplementary funding source to finance our operations. These FHLB advances are collateralized by securities owned by the Company and held in safekeeping by the FHLB, FHLB stock owned by the Company, and certain qualifying loans secured by real estate, including residential mortgage loans, home equity lines of credit and commercial real estate loans. \n

\n At June 30, 2026 and December 31, 2025, the Company had no outstanding borrowings with the FHLB. At December 31, 2024, the Company had $150.0 million of adjustable-rate credit advances outstanding with an interest rate of 4.57%. The \n

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\n outstanding advances at December 31, 2024, matured and were repaid during 2025. The advances from the FHLB are collateralized by a blanket lien on all eligible first mortgage loans and other specific loans in addition to FHLB stock. Loans totaling approximately $1.8 billion, $1.5 billion and $1.3 billion were pledged as collateral to the FHLB at June 30, 2026, December 31, 2025 and December 31, 2024, respectively, with lendable collateral value of $324.6 million, $210.5 million and $181.6 million for the same periods. \n

\n At June 30, 2026 and December 31, 2025, no securities were pledged as additional collateral to the FHLB. At December 31, 2024, there were securities with a fair value of $88.8 million and lendable collateral value of $84.7 million were pledged as additional collateral. \n

\n Revolving Credit Line \n

\n On June 10, 2025, we entered into a Loan and Security Agreement with ServisFirst Bank, an Alabama banking corporation, as lender (“ServisFirst”). The loan agreement provides for a senior secured revolving line of credit in a maximum principal amount of up to $10.0 million (the “Revolving Loan”), which the Company may borrow, repay, and reborrow from time to time prior to maturity. Our obligation to repay the Revolving Loan and accrued interest is evidenced by a revolving promissory note in the principal amount of $10.0 million. Proceeds of the Loan are permitted to be used for growth capital and general corporate purposes. As of June 30, 2026, we had no outstanding borrowings under the Revolving Loan, with $10.0 million of borrowing capacity available under the commitment. \n

\n Advances under the Revolving Loan bear interest at a per annum rate equal to the greater of (i) the prime rate minus 0.25%, or (ii) a floor of 5.00%, adjusting concurrently with changes in the prime rate. Interest is calculated on a 360-day-year basis and is payable quarterly in arrears. Following a payment default, amounts more than 10 days past due are subject to a late fee of 3.00% of the overdue installment (subject to a $20 minimum), and the outstanding principal balance after maturity or acceleration bears interest at the otherwise applicable rate plus 2.00% per annum. We also pay an annual non-use fee of 0.20% on the average unused portion of the commitment, unless no default exists and the average outstanding balance is at least $4 million during the applicable period. \n

\n The Revolving Loan matures on June 10, 2027, or such earlier date as the maturity may be accelerated following an event of default, and all outstanding principal and accrued interest are due in full at maturity absent renewal or extension by mutual written agreement. The Revolving Loan is secured by a first-priority pledge of 100% of the issued and outstanding capital stock of the Bank pursuant to a related pledge agreement, together with all proceeds and replacements thereof, and we have authorized the filing of financing statements to perfect ServisFirst’s security interest. The terms of the Revolving Loan do not include a guaranty from any third party or subordination arrangement in favor of other creditors, however the agreement restricts the Bank from incurring subordinated debt or non-traditional funding without ServisFirst’s consent. Customary affirmative and negative covenants are applicable to the Company and the Bank under the terms of the Revolving Loan, including requirements that the Bank maintain “well-capitalized” regulatory status, a Tier 1 leverage ratio above 7.0%, a non-performing assets ratio below 25%, and a return on assets ratio above 0.60%, subject to specified cure periods. Additional covenants restrict changes of control, mergers, dispositions of collateral, additional indebtedness above specified thresholds, guaranties of third-party obligations, and dividends during a default, and require the Company to maintain an interest reserve of at least $1.4 million with ServisFirst throughout the term. \n

\n Other Borrowings \n

\n Subordinated Debt \n

\n The Company had approximately $75.4 million of subordinated debt, net of debt costs, as of June 30, 2026, $64.0 million as of December 31, 2025 and approximately $54.7 million as of December 31, 2024. \n

\n In March 2025, as the result of our acquisition with Georgia Primary, we assumed $10.0 million in fixed-to-floating rate subordinated notes due 2031 ($750 thousand of which was owned by Tandem and cancelled following our acquisition of Tandem). A discount of $1.0 million was recorded as part of the acquisition for a fair value of $9.0 million on these subordinated notes. At June 30, 2026 and December 31, 2025 the remaining discount on the subordinated notes was $778 thousand and $919 thousand, respectively. The subordinated notes are scheduled to mature on October 6, 2031, and through October 6, 2026, bear a fixed rate of interest of 3.75% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. Beginning October 6, 2026, the interest rate on the subordinated notes will reset quarterly to a floating rate per annum equal to the then-current three-month SOFR plus 2.88%, payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year up to the maturity date or redemption. Beginning October 6, 2026, we may, at our option and with \n

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\n proper notice provided, redeem the subordinated notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. \n

\n In June 2026, as the result of our acquisition with Tandem, we assumed $12.0 million in fixed-to-floating rate subordinated notes due 2035. At June 30, 2026 the remaining discount on the subordinated notes was $66 thousand. The subordinated notes are scheduled to mature on July 30, 2035, and through July 30, 2030, bear a fixed rate of interest of 8.00% per annum, payable semi-annually in arrears on January 30 and July 30 of each year. Beginning July 30, 2030, the interest rate on the subordinated notes will reset quarterly to a floating rate per annum equal to the then-current three-month SOFR plus 4.43%, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year up to the maturity date or redemption. Beginning July 30, 2030, we may, at our option and with proper notice provided, redeem the subordinated notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. \n

\n In August 2026, we completed the offering and sale of $55.0 million in aggregate principal amount of our 6.75% fixed-to-floating rate subordinated notes due 2036. The subordinated notes are scheduled to mature on September 1, 2036, and through September 1, 2031, bear a fixed rate of interest of 6.75% per annum, payable semi-annually in arrears on March 1 and September 1 of each year. Beginning September 1, 2031, the interest rate on the subordinated notes will reset quarterly to a floating rate per annum equal to the then-current three-month SOFR plus 2.71%, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year up to the maturity date or redemption. Beginning September 1, 2031, we may, at our option and with proper notice provided, redeem the subordinated notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. The debt issuance costs of $1.1 million were netted with proceeds and are being amortized over the term until the redemption date of the notes. On September 15, 2026, we used the proceeds from the sale of the subordinated notes to redeem our 4.125% fixed-to-floating rate subordinated notes due 2031 issued in May 2021. \n

\n Junior Subordinated Debentures \n

\n On April 15, 2005, we issued, through a wholly owned Delaware statutory trust, Georgia Banking Statutory Trust I (the “Trust”), $7.0 million of preferred beneficial interests in our unsecured junior subordinated debentures (trust preferred securities) that qualify as Tier I capital under Federal Reserve guidelines within certain limitations. We own all the common securities of the Trust. The proceeds from the issuance of the common securities and the trust preferred securities were used by the Trust to purchase $7.2 million of our junior subordinated debentures, which carry a floating rate of interest equal to the three-month SOFR plus 26 basis points tenor spread plus a 2.00% credit spread. At June 30, 2026, this rate was 5.93% and at December 31, 2025 and 2024, this rate was 5.98% and 6.62%, respectively. The proceeds received by us from the sale of the junior subordinated debentures were used to strengthen our capital position and to accommodate current and future growth. The debentures and related accrued interest represent the sole assets of the Trust. \n

\n Our trust preferred securities accrue and pay quarterly distributions at an interest rate equal to the three-month SOFR plus 26 basis points plus a 2.00% spread per annum of the stated liquidation value of $1,000 per capital security. We entered contractual arrangements which, taken collectively, fully and unconditionally guarantee payment of accrued and unpaid distributions required to be paid on the trust preferred securities, the redemption price with respect to any trust preferred securities called for redemption by the Trust, and payments due upon a voluntary or involuntary dissolution, winding up, or liquidation of the Trust. The trust preferred securities are mandatorily redeemable upon maturity of the debentures on April 15, 2035, or upon earlier redemption of the debentures as provided in the indenture. We have the right to redeem the debentures purchased by the Trust in whole or in part. As specified in the indenture, if the debentures are redeemed prior to maturity, the redemption price will be the unpaid principal amount and any accrued but unpaid interest. The Trust document provides the Company, upon notification to the trustee, may elect to defer quarterly interest payments for a period as established in the Trust. \n

\n Shareholders’ Equity \n

\n Shareholders’ equity totaled $278.7 million at June 30, 2026, $204.9 million at December 31, 2025 and $155.5 million at December 31, 2024. The increase in shareholders’ equity for the six months ended June 30, 2026 was primarily attributable to the capital raise that was completed in June 2026 resulting in net proceeds of $36.6 million along with the issuance of our common stock in connection with the closing of the Tandem merger during the same month. The increase in shareholders’ equity between years ended 2025 and 2024 was primarily attributable to additional paid-in capital resulting from the Georgia Primary acquisition and net income recognized during 2025, partially offset by other changes in shareholders’ equity, as applicable. \n

\n Off-Balance Sheet Arrangements \n

\n The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These transactions include commitments to extend credit and involve, to varying degrees, \n

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\n elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if we deem necessary, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral obtained varies but may include real estate, stocks, bonds, and certificates of deposit. \n

\n Standby letters of credit are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as other lending facilities. Collateral held for commitments to extend credit and letters of credit varies but may include cash, accounts receivable, inventory, property, plant, equipment and income-producing commercial properties. \n

\n The following table summarizes the Company’s off-balance-sheet financial instruments as of the dates presented: \n

	\n \n June 30, \n \n 2026\n \n			\n \n December 31, \n \n
\n \n (dollars in thousands) \n \n	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Financial instruments whose contract amounts represent credit risk:\n
\n \n Commitments to extend credit \n \n		$	481,518		$	388,867	$	373,504
\n \n Letters of credit \n \n			5,558			5,533		4,748
\n \n Total \n \n		$	487,076		$	394,400	$	378,252

\n Liquidity Management and Capital Adequacy \n

\n Liquidity \n

\n Liquidity refers to the measure of our ability to meet cash flow requirements of our depositors and borrowers, while at the same time meeting our current and future operational, capital, and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities in order to meet the return on investment objectives of our shareholders. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds and the ability to convert assets into cash. Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also could affect our Bank’s liquidity risk profile and are considered in the assessment of liquidity management. The Company is a corporation separate and apart from our Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on any notes and junior subordinated debentures. The Company’s main source of cash flow is dividends declared and paid to it by our Bank. \n

\n There are statutory and regulatory limitations that affect the ability of our Bank to pay dividends to the Company. See the Sections entitled “Supervision and Regulation” and “Dividend Policy” elsewhere in this prospectus for more information. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. We continually monitor our liquidity position to ensure that our assets and liabilities are managed in a manner to meet all reasonably foreseeable short-term, long-term and strategic liquidity demands. Management has established a comprehensive management process for identifying, measuring, monitoring and controlling liquidity risk. \n

\n The Asset/Liability Management Committee (the “ALCO”) of our Board is the primary group responsible for monitoring the Bank’s liquidity position. We have identified various liquidity metrics and ratios, including the volatile funds ratio, non-core funding dependency ratio and loan-to-deposit ratio that the ALCO uses to monitor the Bank’s liquidity position. Further, the ALCO is also responsible for reviewing and monitoring the stress testing of the Bank’s overall liquidity under multiple liquidity stress scenarios. As of June 30, 2026, the Bank was in compliance with all internal policies and guidelines. \n

\n Because of its critical importance to the viability of our Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by our Board and active involvement by management; appropriate strategies, policies, procedures and limits used to \n

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\n manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems including stress tests that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of our Bank’s liquidity risk management process. \n

\n The Company considers the maintenance of adequate liquidity to be an important part of managing risk. Consistent with our balance sheet strategy, we have intentionally kept our liquidity primarily in cash and interest-bearing deposits rather than investing heavily in investment securities, which typically includes significant unrealized gains or losses. \n

\n Our liquidity position is supported by management of our liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the Federal Reserve discount window. Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and new customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis. \n

\n Capital Requirements \n

\n We, by virtue of being a bank holding company with more than $3.0 billion in total consolidated assets, and the Bank are subject to various regulatory capital requirements administered by the federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. See the section entitled “Supervision and Regulation” for additional information regarding the regulatory capital requirements applicable to us. \n

\n Quantitative measures established by regulation to ensure capital adequacy require us and the Bank to maintain minimum ratios. These include a CET1 risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock plus retained earnings less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets, and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria. The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities, and equity holdings. \n

\n We and the Bank are also required to maintain capital at a minimum level based on total assets, which is known as the Tier 1 leverage ratio. The leverage capital ratio is the ratio of Tier 1 capital to quarterly average assets net of goodwill, certain other intangible assets, and certain required deduction items require us and the Bank to maintain: (i) a minimum leverage ratio of Tier 1 capital to average total assets, after certain adjustments, of 4.0%, (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, (iii) a minimum ratio of total capital to risk-weighted assets of 8.0% and, (iv) a minimum ratio of CET1 to risk-weighted assets of 4.5%. \n

\n In addition, the capital rules require a capital conservation buffer of 2.5% above each of the minimum risk-based capital ratio requirements (CET1, Tier 1, and total capital), comprised of CET1, which is designed to absorb losses during periods of economic stress. These buffer requirements must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks, or make discretionary bonus payments to executive management without restriction. \n

\n The federal banking agencies have broad powers with which to require companies to take prompt corrective action to resolve problems of insured depository institutions that do not meet minimum capital requirements. The law establishes five \n

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\n capital categories for this purpose: (i) well-capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; and (v) critically undercapitalized. \n

\n To be well-capitalized, we and the Bank must maintain at least the following capital ratios: (i) 6.5% CET1 to risk-weighted assets; (ii) 8.0% Tier 1 capital to risk-weighted assets; (iii) 10.0% Total capital to risk-weighted assets; and (iv) 5.0% Tier 1 leverage ratio. \n

\n The table below summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s capital ratios as of June 30, 2026, December 31, 2025 and December 31, 2024. \n

	\n \n Ratio at\n \n June 30,\n \n 2026\n \n		\n \n Ratio at December 31, \n \n	\n \n Regulatory \n \n Capital \n \n Ratio \n \n Requirements \n \n		\n \n Regulatory \n \n Capital Ratio \n \n Requirements \n \n including \n \n Capital \n \n Conservation \n \n Buffer \n \n	\n \n Minimum \n \n Requirements \n \n for “Well \n \n Capitalized” \n \n Depository \n \n Institution \n \n
	\n \n 2025 \n \n		\n \n 2024 \n \n
\n \n Georgia Banking Company, Inc.\n \n (Bank Holding Company)\n \n
\n \n Total capital (to risk-weighted assets) \n \n		14.32%			13.61%			13.76%	8.00%	10.50%	10.00%
\n \n Tier 1 capital (to risk-weighted assets) \n \n		10.58%			9.39%			9.41%	6.00%	8.50%	8.00%
\n \n CET1 capital (to risk-weighted assets) \n \n		10.29%			9.06%			9.00%	4.50%	7.00%	6.50%
\n \n Tier 1 leverage \n \n		9.43%			7.64%			7.76%	4.00%	4.00%	5.00%
\n \n Georgia Banking Company\n \n (Bank Subsidiary)\n \n
\n \n Total capital (to risk-weighted assets) \n \n		13.05%			12.74%			11.19%	8.00%	10.50%	10.00%
\n \n Tier 1 capital (to risk-weighted assets) \n \n		11.83%			11.52%			9.98%	6.00%	8.50%	8.00%
\n \n CET1 capital (to risk-weighted assets) \n \n		11.83%			11.52%			9.98%	4.50%	7.00%	6.50%
\n \n Tier 1 leverage \n \n		10.78%			9.37%			8.22%	4.00%	4.00%	5.00%

\n We and the Bank exceeded all regulatory capital requirements and were considered to be “well-capitalized” as of the dates reflected per the table above. There have been no conditions or events since June 30, 2026 that management believes would change this classification. \n

\n Impact of Inflation and Changing Prices \n

\n Our consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services. \n

\n Quantitative and Qualitative Disclosures about Market and Interest Rate Risks \n

\n Market Risk \n

\n Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Company’s market risk is composed primarily of interest rate risk inherent in the normal course of lending and deposit-taking activities. We are also exposed to market risk in our investing activities. \n

\n Interest Rate Risk Management \n

\n Net interest income is our most significant component of earnings and we consider interest rate risk to be our most significant market risk. Our net interest income results from the difference between the yields we earn on our interest-earning assets, primarily loans and investments, and the rates that we pay on our interest-bearing liabilities, primarily deposits and \n

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\n borrowings. When interest rates change, the yields we earn on our interest-earning assets and the rates we pay on our interest-bearing liabilities do not necessarily move in tandem with each other because of the differences in their maturities and repricing characteristics and which can negatively impact net interest income. \n

\n Our goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may impact our earnings adversely because the interest rates of the underlying assets and liabilities do not change at the same speed, to the same extent or on the same basis. \n

\n Derivatives and Hedging Activities \n

\n We utilize interest rate swap and option agreements as part of our asset liability management strategy to help manage our interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties but is rather determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. We posted collateral of $2.0 million and $62 thousand in the normal course of business related to these contracts as of December 31, 2025 and December 31, 2024, respectively. There was no collateral posted as of June 30, 2026. \n

\n In a cash flow hedge, the entire change in the fair value of the interest rate swap or the gain/loss on an interest rate option included in the assessment of hedge effectiveness is initially recorded in other comprehensive income (“OCI”) and subsequently reclassified from OCI to current period earnings in the same period that the hedged item affects earnings. Interest rate hedges with notional amounts totaling $250.0 million, $150.0 million and $100.0 million as of June 30, 2026, December 31, 2025 and December 31, 2024, respectively, were designated as cash flow hedges of certain loans receivable and interest rate contracts and were determined to be effective during all periods presented. We expect the hedges to remain effective during the remaining terms of the hedges. The effect of cash flow hedge accounting on other comprehensive income for the six months ended June 30, 2026 and for years ended December 31, 2025 and 2024 were unrealized losses of $1.1 million, $143 thousand and $367 thousand, respectively. \n

\n Interest expense recorded on the cash flow hedges totaled $69 thousand for the six months ended June 30, 2026 and $706 thousand and $819 thousand for the years ended December 31, 2025 and 2024, respectively. Interest expense recorded on the cash flow hedges is reported as a component of interest income on loans. At June 30, 2026, the net unrealized holding gains recorded in AOCI that are expected to be reclassified into earnings within the next 12 months totaled $227 thousand. At December 31, 2025, the net unrealized holding gains recorded in AOCI that are expected to be reclassified into earnings within the next 12 months totaled $184 thousand. Fair value hedges interest rate swaps with notional amounts totaled $76.3 million, $79.2 million and $122.2 million at June 30, 2026, December 31, 2025 and December 31, 2024, respectively. The swaps are designated as fair value hedges of certain time deposits and are considered effective during all periods presented. We expect the hedges to remain effective during the remaining terms of the swaps. Interest expense recorded on these swap transactions totaled $84 thousand for the six months ended June 30, 2026 and $217 thousand and $594 thousand for the years ended December 31, 2025 and 2024, respectively. Interest expense recorded on these swap transactions is reported as a component of interest expense on deposits. \n

\n Sensitivity Analysis \n

\n One of the tools management uses to estimate and manage the sensitivity of net interest income to changes in interest rates is an asset/liability simulation model. Resulting estimates are based upon multiple assumptions for each scenario, including loan and deposit re-pricing characteristics and the rate of prepayments. The ALCO periodically reviews the assumptions for reasonableness based on historical data and future expectations; however, actual net interest income may differ from model results. The primary objective of the simulation model is to measure the potential change in net interest income over time using multiple interest rate scenarios. The base scenario assumes rates remain flat and is the scenario to which all others are compared, in order to measure the change in net interest revenue. Policy limits are based on immediate rate shock scenarios which are compared to the base scenario. Other scenarios analyzed may include ramped rate shocks, delayed rate shocks, yield curve \n

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\n steepening or flattening, or other variations in rate movements. While the primary policy scenarios focus on a 12-month time frame, longer time horizons are also modeled. \n

\n Our policy is based on the 12-month impact on net interest income of interest rate shocks. Our shock scenario assumes rates immediately change the full amount at the scenario onset. The following table presents our interest sensitivity position at the dates indicated. \n

\n Net Interest Income Sensitivity \n

\n 12 Month Projection \n

\n (Shock in basis points) \n

\n -200 \n

\n -100 \n

\n +100 \n

\n +200 \n

\n June 30, 2026\n

\n (11.46)%\n

\n (5.65)%\n

\n 4.68%\n

\n 9.05%\n

\n December 31, 2025 \n

\n (14.82)%\n

\n (7.35)%\n

\n 6.66%\n

\n 13.35%\n

\n December 31, 2024 \n

\n (11.14)%\n

\n (5.88)%\n

\n 4.86%\n

\n 9.40%\n

\n December 31, 2023 \n

\n (13.38)%\n

\n (7.12)%\n

\n 6.14%\n

\n 12.29%\n

\n The Company’s model indicates that it was asset-sensitive at June 30, 2026, as modeled increases in interest rates resulted in increases in projected net interest income and modeled decreases in interest rates resulted in decreases in projected net interest income. With the current interest rate yield curve, modeling of net interest income in changing rate environments presents particular challenges. A flat or inverted interest rate yield curve is an unfavorable interest rate environment for many financial institutions, including the Bank, as short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing. When these rates converge or invert, the profit spread we realize between loan yields and deposit rates narrows, which pressures our NIM. \n

\n Economic Value of Equity \n

\n We also compute amounts by which the net present value of our assets and liabilities (economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the yield curve increases or decreases instantaneously, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. \n

\n The following table sets forth the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the yield curve at the dates indicated. \n

\n Economic Value of Equity \n
\n Sensitivity \n

\n (Shock in basis points) \n

\n -200 \n

\n -100 \n

\n +100 \n

\n +200 \n

\n June 30, 2026\n

\n (8.41)%\n

\n (3.45)%\n

\n 0.81%\n

\n 0.01%\n

\n December 31, 2025 \n

\n (14.43)%\n

\n (6.15)%\n

\n 3.33%\n

\n 5.03%\n

\n December 31, 2024 \n

\n (10.41)%\n

\n (4.21)%\n

\n 1.54%\n

\n 1.36%\n

\n December 31, 2023 \n

\n (9.83)%\n

\n (4.21)%\n

\n 2.64%\n

\n 3.99%\n

\n As previously noted, these assumptions are inherently uncertain, and actual results may differ from simulated results. The future path of interest rates remains uncertain and will depend in part on inflation, labor-market conditions and other economic data considered by the Federal Reserve. Further changes to interest rates and monetary policy are dependent upon the Federal Reserve’s assessment of economic data as it becomes available. We would expect net interest income to decline somewhat in a decreasing interest rate environment and to increase in an increasing interest rate environment, as our model reflects that interest-earning assets reprice faster than interest-bearing deposits which is attributable to assumed deposit betas and repricing lags as there is continued strong market competition for core deposits. \n

\n Adoption of Recent Accounting Pronouncements \n

\n Recently issued accounting pronouncements and their effects are discussed in Note 1 to our consolidated financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this prospectus. \n

\n In November 2025, the FASB issued ASU 2025-08, Financial Instruments — Credit Losses (Subtopic 326-20): Purchased Loans (“ASU 2025-08”). The update expands the gross-up approach to most purchased loans, eliminating the recognition of a day-one credit loss expense for acquisitions. ASU 2025-08 introduces a new category of acquired loans and requires an allowance \n

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\n for expected credit losses to be recorded at acquisition as an adjustment to the amortized cost basis rather than through provision expense. Effective January 1, 2026, the Company adopted ASU 2025-08 on a prospective basis. For loans purchased in connection with the Company’s acquisition of Tandem effective June 1, 2026, the Company recorded an initial allowance for credit losses as an adjustment to the amortized cost basis, consistent with the new standard. See Note 2 to our consolidated financial statements for the six months ended June 30, 2026 and 2025 included elsewhere in this prospectus.\n

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\n BUSINESS \n

\n The Company \n

\n Georgia Banking Company, Inc. is a bank holding company headquartered in Atlanta, Georgia. Through our bank subsidiary, Georgia Banking Company, we provide a broad suite of commercial banking, community banking, private banking, commercial real estate banking, mortgage warehouse lending and treasury services to businesses, professionals, entrepreneurs and consumers concentrated in the Atlanta MSA. As of June 30, 2026, the Company had approximately $3.3 billion in total assets and operated a diversified mix of lending, deposit and fee-generating businesses through 10 full-service banking offices and three loan production offices, all of which are in the Atlanta MSA. \n

\n We believe our success is largely driven by a differentiated relationship banking model that combines local decision-making authority, senior-level responsiveness, personal relationships and exceptional service with the products, expertise, technology and lending capacity associated with larger institutions. This model allows us to serve the complex financial needs of small and middle-market businesses while maintaining the service culture and accessibility that define community banking. We serve businesses, professionals, entrepreneurs, and families throughout the Atlanta MSA via a platform designed for disciplined growth, relationship depth and long-term shareholder value creation. \n

\n Our current strategy was established following a transformative recapitalization completed in 2021, led by the Company’s Chief Executive Officer, Bartow Morgan, Jr., and supported by a mix of local and institutional investors. Mr. Morgan previously served as Chief Executive Officer and a director of Brand Group Holdings and BrandBank from 2001 until its sale in 2018 and led BrandBank’s growth from a local community bank into one of the largest privately held banks headquartered in the Atlanta MSA. \n

\n Mr. Morgan and a number of other like-minded investors identified an opportunity in the Atlanta MSA for a locally headquartered bank with between $2 billion and $10 billion in total assets due to a large number of mergers and acquisitions involving banks in this asset class between 2015 and 2018. Following the Recapitalization, we began a comprehensive strategic transformation of the franchise. Since that time, we have evolved from a specialty-oriented institution with approximately $650 million in assets into what we believe is a premier community banking franchise in Georgia with approximately $3.3 billion in assets as of June 30, 2026. \n

\n Since the Recapitalization, we have expanded our market presence, strengthened our operating platform, increased core funding and diversified our balance sheet. Notable progress includes: \n

\n •\n
\n

\n Recruiting experienced bankers across diverse business lines with an attractive rewards and recognition program; \n

\n •\n
\n

\n Investing in technology and infrastructure; \n

\n •\n
\n

\n Revamping branding and marketing strategy; \n

\n •\n
\n

\n Expanding into attractive Atlanta MSA sub-markets and broadening our product capabilities with seven new branch locations opened since 2021; \n

\n •\n
\n

\n Growing assets from approximately $650 million in 2021 to approximately $3.3 billion as of June 30, 2026, including approximately $2.6 billion in loans; \n

\n •\n
\n

\n Growing deposits from approximately $525 million in 2021 to approximately $2.8 billion as of June 30, 2026; \n

\n •\n
\n

\n Completing and integrating two strategic whole-bank acquisitions; \n

\n •\n
\n

\n Establishing robust service standards; and \n

\n •\n
\n

\n Being recognized by The Atlanta Journal-Constitution as a Top Workplace for three consecutive years and as a Top Workplace by Axios Atlanta for one year (based on employee surveys administered by a third-party research firm). \n

\n Key Strengths \n

\n We are focused on becoming the premier relationship-oriented commercial bank serving small and middle-market businesses throughout the Atlanta MSA. We believe this focus has helped us rapidly grow and diversify while maintaining strong credit quality and capital, which has positioned us to generate consistent, high-quality earnings. We believe the breadth of our product capabilities allows us to compete for complex commercial relationships that small community banks cannot fully serve, while our high-quality, relationship-based service allows us to take share from larger regional and national institutions. Our key strengths include: \n

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\n Locally headquartered in one of the nation’s most attractive banking markets. We believe the Atlanta MSA is one of the country’s most dynamic metropolitan markets, supported by population growth, business formation, corporate investment, entrepreneurial activity and a diversified regional economy. At the same time, consolidation across the banking industry has reduced the number of locally headquartered institutions with the scale, talent and product breadth needed to serve growing companies. From the second quarter of 2009 through the second quarter of 2025, the Atlanta MSA deposit market (excluding the top five deposit holders) increased by approximately $34.3 billion. We believe this creates a compelling opportunity for the Company with its headquarters in and focus on the Atlanta MSA. \n

\n Proven ability to recruit and retain top banking talent. A cornerstone of our strategy has been attracting experienced bankers who want a client-focused platform supported by local decision-making and an entrepreneurial culture. Many of the Company’s senior leaders held previous leadership roles with high performing banks operating within the Atlanta MSA. These leaders and our relationship managers have extensive experience serving Atlanta businesses and long-standing customer relationships. We believe continued consolidation and restructuring within the banking industry create opportunities to recruit talented bankers throughout our market. \n

\n Scalable platform for future growth. Over the past five years, we have invested meaningfully in personnel, technology, treasury services infrastructure, digital banking capabilities and operational support functions. We believe these investments have helped us create a scalable platform capable of supporting future growth while generating operating leverage and enhancing profitability, enabling us to serve customers for the long-term as they grow and their financial needs become more complex. \n

\n Strong credit culture and risk management. Strong credit quality is a core component of our culture. We believe our credit performance reflects a disciplined underwriting philosophy, experienced lenders, relationship-based client selection and consistent risk oversight. Our relationship-centric approach provides deeper insight into customer operations, which we believe helps us assess risk and manage portfolio performance throughout economic cycles. \n

\n Our Strategy \n

\n We believe our key strengths position us for continued growth and drive long-term shareholder value creation. To capitalize on these key strengths, we leverage the following strategies: \n

\n Differentiated relationship banking model. We have built a culture centered on long-term client relationships, local decision-making, and direct access to experienced bankers and senior leaders. Our bankers and credit officers operate with meaningful local authority, allowing us to make timely decisions and deliver customized solutions based on each client’s needs. We believe this model is especially valuable to small and middle-market businesses that need sophisticated banking solutions but still want responsive service and relationship continuity. We believe this approach distinguishes us from larger competitors and supports stronger client retention, referral activity, and relationship depth. \n

\n Diversified lines of business. Our platform includes commercial banking, community banking, private banking, commercial real estate banking, mortgage warehouse, treasury services and retail mortgage. These complementary businesses provide multiple sources of loan growth, deposit generation, fee income, and customer acquisition while supporting deeper relationships across the franchise. We plan to grow these lines of business and opportunistically add others to drive future balance sheet growth and profitability. \n

\n Balanced and disciplined growth strategy. Our growth initiatives combine organic expansion with selective strategic acquisitions. Organically, we seek to deepen existing client relationships, expand commercial banking teams, grow focused business lines and penetrate attractive Atlanta sub-markets. We plan to complement this organic growth through selective acquisitions of institutions that share our relationship-oriented culture. We intend to continue to employ a disciplined approach to acquisitions, seeking to partner only with institutions that offer attractive market share, low-cost deposit funding and complementary capabilities. \n

\n Our Market Opportunity \n

\n Why Atlanta \n

\n We focus our banking operations on the Atlanta MSA, which we believe represents one of the most attractive banking markets in the United States and provides a compelling foundation for our long-term growth strategy. The Atlanta MSA is home to more than 6.4 million residents, making it the sixth-largest metropolitan area in the country, and the region added approximately 64,400 residents between 2024 and 2025. On a percentage basis, the region’s population grew by approximately 0.96% over the 12 months ended June 30, 2025, outpacing the national growth rate of approximately 0.52%, and metropolitan \n

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\n Atlanta has added nearly 400,000 residents since 2020. We believe the region’s sustained population growth reflects its economic vitality, relative affordability and quality of life, and we expect these attributes to continue to generate demand for banking services we offer. \n

\n The Atlanta MSA’s growth is supported by a diversified economy that includes financial services, technology, payments, healthcare, logistics, professional services, consumer products, manufacturing, and real estate. The Atlanta MSA generates gross domestic product of approximately $385.0 billion, which ranks among the largest metropolitan economies in the United States, and the region hosts one of the nation’s largest concentrations of Fortune 500 company headquarters. We believe this breadth of industry reduces the region’s exposure to any single sector and supports a deep and resilient base of commercial banking customers. The Atlanta MSA also exhibits favorable household economics relative to state and national benchmarks, with a projected 2026 median household income of approximately $95,900, compared to a Georgia median of approximately $83,400 and a national median of approximately $86,700, and projected population growth of approximately 4.2% from 2026 to 2031, compared to a national average of approximately 2.6%. We believe these demographic strengths, including the size of the market as measured by population and number of operating businesses and its historical and projected growth, provide meaningful opportunities for us to aggregate clients and grow our balance sheet. \n

\n The Atlanta MSA provides a compelling foundation for our long-term growth strategy because of the following: \n

\n Robust business formation and middle-market opportunity. The Atlanta MSA has consistently ranked among the nation’s leading markets for new business formation, entrepreneurial activity, and corporate relocations. Small and middle-market businesses represent the core engine of the regional economy and remain our primary target customer segment. We believe these businesses increasingly seek banking partners capable of delivering sophisticated products and services while maintaining direct access to experienced relationship managers and local decision-makers. Our strategy is designed to serve this segment by combining lending capacity, treasury management capabilities, banking expertise, and personalized service. \n

\n Market consolidation creates opportunity. The Atlanta banking market has undergone significant consolidation over the last decade. According to FDIC market share data, approximately 81 FDIC-insured financial institutions operate within the Atlanta region, while mergers and acquisitions have reduced the number of locally headquartered community banks with sufficient scale to serve growing businesses. As consolidation has accelerated, many businesses have experienced reduced access to local decision-makers and relationship continuity. \n

\n Unique competitive positioning. Following the completion of the Tandem Bank acquisition, we had approximately $3.3 billion in assets and approximately $2.8 billion in deposits at June 30, 2026. The combined franchise represents the third-largest deposit market share among banks headquartered in the Atlanta MSA. Our scale allows us to compete effectively for larger commercial banking relationships while maintaining the entrepreneurial culture, local decision-making authority, and relationship-based service model that distinguish community banking. We believe this combination creates a differentiated value proposition for clients and shareholders. \n

\n Long runway for market share growth. Despite our growth, we believe we remain in the early stages of our market opportunity. As of June 30, 2026, we represented approximately 1.13% of total deposits in the Atlanta market, compared to approximately 0.26% in 2021, reflecting meaningful market share gains over a relatively short period. \n

\n The region also benefits from the presence of Hartsfield-Jackson Atlanta International Airport, which supports business activity, transportation connectivity, and continued investment across the Southeast. We believe Atlanta’s role as a transportation and logistics hub reinforces its status as a magnet for corporate operations and small-business formation, which in turn drives demand for commercial credit, treasury management, and depository services. Although we compete in this market against community banks as well as regional and national financial institutions of substantially greater size and resources, we believe the scale and dynamism of the Atlanta MSA leave meaningful room for a locally led relationship banking franchise to gain market share over time. \n

\n Consolidation in Our Market \n

\n The Atlanta MSA banking landscape has been reshaped over the past decade by sustained industry consolidation that has materially reduced the number of locally headquartered banks with between $2.0 billion and $10.0 billion in total assets. The number of banks headquartered in Georgia declined from 364 in 2000 to 139 in 2025, a decrease of approximately 61.8%, and we believe this contraction has been especially pronounced among locally headquartered institutions comparable to the Company operating in the Atlanta MSA. We believe these institutions have disappeared not because the market is small or shrinking, but because scale, rising compliance costs and merger-and-acquisition activity remain powerful consolidating forces. \n

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\n A series of transactions since 2015 illustrates this trend, as almost all of the banks headquartered in the Atlanta MSA between $2.0 billion to $10.0 billion in assets have been acquired, combined or repositioned under out of market ownership. Notable examples include the acquisition of Community & Southern Holdings, Inc. by Bank of the Ozarks, Inc. in 2016; the acquisition of Hamilton State Bancshares, Inc. by Ameris Bancorp in 2018; the acquisition of Brand Group Holdings, Inc. (parent of BrandBank) by Renasant Corporation in 2018; the acquisition of State Bank Financial Corporation by Cadence Bancorporation in 2019; the acquisition of Fidelity Southern Corporation by Ameris Bancorp in 2019; the acquisition of Atlantic Capital Bancshares, Inc. by SouthState Corporation in 2022; the acquisition of Heritage Southeast Bancorporation, Inc. by The First Bancshares, Inc. in 2023; and the acquisition of Piedmont Bancorp, Inc. by United Bankshares, Inc. in 2025. \n

\n On June 30, 2015, before significant consolidation, locally headquartered banks with total assets between $2.0 billion and $10.0 billion held approximately $11.9 billion, or 8.15%, of the $146.1 billion total deposits in the Atlanta MSA. As of June 30, 2025, the most recent data available from the FDIC Summary of Deposits, the Atlanta MSA deposit market totaled approximately $239.8 billion, of which approximately $187.9 billion, or roughly 78.4%, was held by banking organizations with more than $10.0 billion in total assets. By contrast, the identified segment of locally relevant banks with $2.0 billion to $10.0 billion in total assets held only approximately $6.5 billion, or 2.71%, of deposits in the market. \n

\n Customer Displacement and Addressable Market \n

\n We believe the consolidation in the Atlanta MSA banking market has displaced an identifiable segment of customers who previously relied on banks headquartered in the Atlanta MSA with $2.0 billion to $10.0 billion in assets and who are now underserved by both large national institutions and small community banks. This displaced segment consists principally of small-to-mid-size businesses, professionals and professional-service firms and real estate developers and investors that value local decision-making, relationship continuity, and senior-level responsiveness, but that also require larger balance-sheet capacity, treasury management services, and specialized credit capabilities. We believe that when a locally headquartered bank is acquired by a larger, out-of-market institution, credit decisions, pricing authority, and relationship management frequently migrate away from the local market, disrupting the continuity that these customers value. \n

\n While they offer broad product sets, we believe large national and super-regional banks often are unable to replicate the local knowledge, speed and relationship-oriented banking partnership Atlanta businesses seek. At the same time, we believe the small community banks in the Atlanta MSA frequently lack the balance-sheet scale, product breadth and treasury and payments capabilities required to serve larger and more complex middle-market relationships. This dynamic, in our view, has left a widening gap in the market between the largest institutions and the smallest, precisely in the segment historically occupied by locally headquartered banks with $2.0 billion to $10.0 billion in total assets. Consistent with our own experience and that of comparable institutions in our market, we also believe we have benefited, and may continue to benefit, from market dislocation caused by these mergers and acquisitions, as customers choose to move their banking relationships in the aftermath of a sale, and as experienced bankers choose to join, or have relocated to, institutions like ours. \n

\n We believe these factors present a significant market opportunity to serve this segment of the Atlanta MSA. This is further compounded with the rapid growth of the Atlanta MSA resulting in a wide breadth of the market that is not being adequately served. To frame the scale of this opportunity, the Atlanta MSA represented approximately $239.8 billion of deposits at June 30, 2025, yet the identified $2.0 billion to $10.0 billion local-bank segment accounted for only approximately $6.5 billion, or approximately 2.71%, of that total. There are only seven institutions with an Atlanta MSA presence in the $2.0 billion to $10.0 billion asset range, of which only three are headquartered in the Atlanta MSA and within the narrower $3.0 billion to $5.0 billion band only two locally owned institutions operate — one of which is us. We believe this scarcity, measured against the depth of the overall deposit market, indicates that the addressable opportunity for a locally led, mid-size platform is substantial and materially larger than our current share. We are in the early stages of capturing this opportunity. \n

\n Recent Acquisitions \n

\n On March 1, 2025, we completed the acquisition of Georgia Primary, the parent company of Georgia Primary Bank, in a transaction valued at approximately $27.1 million, with consideration consisting of approximately 18% cash and 82% common stock. The merger expanded the Company’s presence within key Atlanta MSA sub-markets by adding two full-service branch locations in Fulton and Forsyth Counties, while contributing additional scale, deposits, and commercial banking relationships. The merger added approximately $341.1 million in total assets, $254.8 million in loans, and $301.4 million in deposits. We believe the merger represented a pivotal moment for us, allowing us to capitalize on our existing infrastructure while rapidly engaging with a merged customer base. \n

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\n On June 1, 2026, we completed the acquisition of Tandem, the parent company of Tandem Bank, in a transaction valued at approximately $35.5 million, with consideration consisting of approximately 30.4% cash and 69.6% common stock. The merger expanded the Company’s footprint across the Atlanta MSA by adding a full-service branch in DeKalb County and three loan production offices in Cherokee, DeKalb and Gwinnett Counties. At the completion of the acquisition, based on preliminary fair value adjustments, the merger added approximately $321.3 million in total assets, $240.1 million in loans, and $254.0 million in deposits. We believe the combination strengthens our ability to serve clients throughout metro Atlanta while enhancing future growth opportunities. \n

\n Recent Developments \n

\n On June 17, 2026, we completed a $77.7 million private placement of our common stock led by Fortress Investment Group at a price of $30.00 per share. The transaction attracted broad participation from institutional investors. We intend to use the net proceeds from primary shares sold in the June 2026 Private Placement — one half of the total proceeds — to support organic growth, strengthen our capital position, and enhance our strategic flexibility to pursue future growth opportunities. We did not receive any proceeds from the sale of shares by selling shareholders. \n

\n On August 12, 2026, we completed a $1.22 million private placement of common stock at a price of $30.00 per share to individual accredited investors. We issued 40,683 shares of our common stock. We intend to use the net proceeds from the sale of the primary shares sold in the August 2026 Private Placement to support organic growth, strengthen our capital position, and enhance our strategic flexibility to pursue future growth opportunities. \n

\n On August 21, 2026, we completed the offering and sale of $55.0 million in aggregate principal amount of our 6.75% fixed-to-floating rate subordinated notes due 2036. The subordinated notes in the 2036 Notes Offering were structured to comply with requirements for Tier 2 capital treatment. The subordinated notes in the 2036 Notes Offering have a fixed rate period for five years and a floating rate for the remaining five years. We used the net proceeds from the sale of the subordinated notes in the 2036 Notes Offering to redeem the 4.125% fixed-to-floating rate subordinated notes due 2031 issued in May 2021; a notice of redemption was delivered to the holders of such existing subordinated notes on August 14, 2026, pursuant to which the notes were redeemed on September 15, 2026. \n

\n Our Growth and Strategic Development \n

\n Our growth and strategic development have been guided by a three-phase initial strategic plan we established at the time of the Recapitalization. This plan was intended to build a relationship-focused community banking franchise in the Atlanta market that could fill a gap left in the market where larger community banks were sold to regional banks, limiting banking options for small to medium-sized businesses. Our management team has pursued this plan in a disciplined manner, with an emphasis on building out critical infrastructure to support our lines of business, prudent loan and deposit growth and long-term franchise value. The management team has executed each phase in a disciplined and deliberate manner. \n

\n Phase 1 — Post-Acquisition Foundation \n

\n The first phase of our initial strategic plan focused on establishing the institutional infrastructure necessary to support a growing community bank. During this phase, we assembled a senior management team with significant banking experience at super community and regional banks in the Atlanta MSA, implemented corporate governance practices appropriate for a publicly registered institution, and deployed excess liquidity and new capital to support our various lines of business, with a focus on commercial and financial (“C&F”) and commercial real estate (“CRE”) loan growth. We also made investments in credit administration, compliance, BSA/AML/CFT, and our overall risk management infrastructure and took steps to reduce our historical reliance on wholesale funding sources, with the objective of establishing a more stable and diversified core-funded deposit franchise. \n

\n Phase 2 — Deliberate Market Expansion \n

\n The second phase centered on expanding our geographic presence within the Atlanta MSA through deliberate site selection in attractive submarkets. The retail branch network was intentionally designed to reestablish a banking presence in the markets that our bankers had worked in before, including markets of banks previously led by our executive management. We also developed treasury services capabilities that compare to products and services offered by larger, regional banks to deepen relationships with commercial clients and cultivate core funding channels designed to support balance sheet growth while managing deposit costs. During this phase, we also diversified our sources of revenue through the establishment of the payments team within our \n

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\n treasury services group, the launch of a retail mortgage origination channel and the continued development of our private banking and mortgage warehouse lending businesses. \n

\n Phase 3 — Ongoing Growth and Franchise Enhancement \n

\n The third and ongoing phase of our initial strategic plan is focused on initiatives that we believe can further enhance long-term franchise value and returns to shareholders. Key priorities include improving operating leverage through increased scale, gaining market share through organic growth and evaluating opportunistic acquisitions, team lift-outs and other strategic initiatives that are consistent with our relationship-banking model and financial objectives. The acquisitions of Georgia Primary Bank and Tandem Bank are consistent with this strategy, and each transaction has extended our presence in complementary Atlanta submarkets. \n

\n Additional Detail Regarding Our Lines of Business \n

\n Commercial Banking \n

\n Our commercial banking group serves small and middle-market businesses throughout metro Atlanta through customized lending, deposit and treasury services. Our experienced bankers focus on establishing long-term relationships with business owners and management teams through a comprehensive understanding of the Company’s operations and business needs. This allows our bankers to provide commercial and financial lending solutions tailored to the specific needs of our commercial banking customers, which we believe is a key differentiator within our market. We offer various commercial loans, including term loans, owner-occupied real estate financing and working capital lines of credit. We enhance these commercial loan product offerings with a suite of treasury management products that enhance the working capital efficiency of our commercial customers. We believe our local market knowledge, focus on understanding the business and operational needs of our customers, and responsive decision-making differentiate us in a highly competitive banking market. This group: \n

\n •\n
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\n Drives loan growth; \n

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\n Generates core funded operating deposits; and \n

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\n Expands small business and middle-market relationships. \n

\n Commercial Banking serves as the foundation of our relationship-driven model and provides opportunities to deepen customer engagement across treasury services, private banking, and other services. \n

\n Community Banking \n

\n Our community banking group provides relationship-based financial services to consumers, professionals, and small businesses through our branch network and community-focused banking teams. Offerings include consumer and business deposit accounts, retail mortgage lending, personal banking services, and financial solutions designed to support customers through every stage of their financial journey. Our bankers are empowered to deliver local expertise and personalized service while leveraging the resources of a growing banking franchise. This group: \n

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\n Generates stable core deposits; \n

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\n Expands small business and household relationships; and \n

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\n Builds long-term customer loyalty. \n

\n Our community banking group provides a stable funding foundation and may serve as an entry point for customer relationships that can expand into broader banking services over time, depending on customer needs, market conditions, and our ability to retain and deepen those relationships. \n

\n Private Banking \n

\n Our private banking group provides customized banking and lending solutions for business owners, executives, professionals, and high-net-worth individuals. Services include deposit products, tailored credit solutions, and concierge-style relationship management designed to simplify complex financial needs. Our private banking group works closely with other business lines to deliver coordinated financial solutions and deepen client relationships. This group: \n

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\n Attracts affluent customers; \n

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\n Deepens relationships with business owners and executives; and \n

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\n Expands core-funded deposit gathering opportunities. \n

\n Our private banking group enhances our relationship banking strategy by serving influential clients whose personal banking needs often align with commercial and business relationships throughout the franchise. \n

\n Commercial Real Estate \n

\n Our commercial real estate banking group provides financing solutions for income-producing properties and commercial development projects throughout the Atlanta market. The team partners with experienced developers, investors, and business owners across multiple asset classes, including retail, industrial, office, multifamily, hospitality and mixed-use properties. Commercial real estate banking has been a significant contributor to our growth through both meaningful loan and deposit relationships and reflects our long-standing expertise in one of the nation’s most dynamic real estate markets. This group: \n

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\n Capitalizes on Atlanta market growth; \n

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\n Generates attractive loan yields; and \n

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\n Leverages asset class experience and expertise. \n

\n Atlanta remains one of the nation’s most attractive real estate markets, and our commercial real estate banking team enables us to participate in this growth through a disciplined approach to commercial real estate lending and focus on consistent long-standing customer relationships. \n

\n Mortgage Warehouse \n

\n Our mortgage warehouse lending group provides short-term funding facilities to independent mortgage banking originators across the United States. These facilities enable mortgage originators to fund residential mortgage loans to their customers who are acquiring or refinancing a home. We provide this funding under mortgage loan repurchase agreements, pursuant to which we purchase whole loan residential mortgages from the originator and take delivery of and maintain control over the related note and collateral documents which are endorsed to us. Each loan we purchase is generally supported by a purchase commitment from a takeout investor that we have approved in advance, and the originator is obligated to cause each loan to be sold to that approved takeout investor, or if the loan is not so sold, to repurchase the loan, in each case within a short period. This group generates fee income and interest income while maintaining short duration exposure, as the purchased loans typically remain on our balance sheet for less than 30 days before being sold to investors. We believe this business provides a lower-duration, self-liquidating source of interest and fee income, supported by our originator approval and monitoring process, the takeout-investor commitments underlying the loans, and our control of the loan collateral. Led by an experienced management team, this line of business is an important source of earning assets and fee income for us. As of June 30, 2026, we have provided mortgage warehouse financing for more than 28 years and have funded an aggregate of more than $95 billion of residential mortgage loans through multiple interest-rate and housing cycles, without incurring material credit losses in this business. This group: \n

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\n Diversifies earnings through different interest and fee income via short term assets; \n

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\n Provides national reach; and \n

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\n Offers a source of liquidity. \n

\n Mortgage warehouse lending represents a business line that differentiates us from many community bank peers while contributing meaningful scale and revenue diversification. \n

\n Treasury Services \n

\n Our treasury services solutions group provides cash management, payment processing, merchant acquiring, liquidity management services, fraud prevention, and digital banking solutions primarily to commercial, business banking, private banking, payroll services, payments and other operating-company customers. An integrated component of this group is our payments team, which delivers payroll processing, payment processing, merchant acquiring, receivables and payables automation, high-volume ACH services, and related treasury management solutions to customers with complex payment and money movement needs. We maintain relationships with payment networks (including Visa, Mastercard, and the ACH network operators), third party payment processors that provide transaction routing, authorization, and settlement infrastructure, and independent sales organizations that serve as distribution channels for our merchant-acquiring services. We are subject to the \n

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\n operating rules and compliance requirements of each payment network with which we maintain membership or sponsorship. We offer a relationship-driven model built around integrated service, subject-matter expertise, and consistent execution across sales, operations, credit, risk, and compliance. We believe this cross-functional approach differentiates us from our competitors by delivering the speed, coordination, and risk discipline required for mission-critical money movement and core treasury banking relationships. The payments team and our treasury services solutions group as a whole: \n

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\n Generate low cost, core-funded deposits; \n

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\n Create noninterest income through fees associated with treasury management, payment processing, payroll-related services, merchant acquiring, and other transaction-based services, the results of which may fluctuate due to customer transaction volumes; and \n

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\n Support customer retention, deepen commercial banking relationships and diversify funding sources. \n

\n Treasury services are an important strategic driver of operating deposits and client engagement, helping transform banking relationships into primary operating relationships. \n

\n Retail Mortgage \n

\n Our retail mortgage group services individuals seeking financing for housing including retail mortgages and HELOCs. This group: \n

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\n Diversifies earnings; \n

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\n Expands household relationships; and \n

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\n Builds long-term customer loyalty. \n

\n Retail mortgage represents a business line that may serve as an entry point for customer relationships that can expand into broader banking services over time, depending on customer needs, market conditions, and our ability to retain and deepen those relationships. \n

\n Competition \n

\n The banking and financial services industry in the Atlanta MSA is highly competitive. We compete for loans, deposits, and other financial services with a broad range of financial institutions, including large national banks, super-regional banks, community banks, credit unions, mortgage banking companies, fintech companies, and non-bank financial institutions. Many of our competitors are larger than us, have significantly more resources, greater brand recognition and more extensive and established branch networks or geographic footprints than we do, and may be able to attract customers more effectively than we can. As a result of their scale, many of these competitors can be more aggressive than we can on loan and deposit pricing and may better afford and make broader use of media advertising, support services and technology than we do. Further, many of our non-bank competitors in the fintech space have fewer regulatory constraints and may have lower cost structures compared to us. To offset these competitive disadvantages, we concentrate marketing efforts in the local markets we service within the Atlanta MSA with local advertisements and personal contacts. We depend on our reputation as having greater personal service, consistency, flexibility and the ability to make credit and other business decisions quickly. \n

\n We believe we compete effectively by offering clients a focused relationship-based banking experience characterized by responsive, local decision-making authority, accessibility to senior-level banking personnel, and a comprehensive suite of financial products designed to meet the needs of our customers including small and medium-sized businesses. Our competitive positioning is premised on delivering the product breadth and technological capabilities associated with larger institutions while providing the personalized service, community ties, and flexibility that clients seek from a community bank. Management believes this “big-bank products without big-bank bureaucracy” approach, combined with our deep relationships within the Atlanta business community, represents a meaningful and sustainable competitive differentiator. \n

\n Human Capital \n

\n To facilitate talent attraction and retention, we strive to create an inclusive, safe and healthy workplace with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits and health and welfare programs. We are committed to fostering a workplace culture that attracts, develops, and retains high-performing individuals who share our client-centered values and commitment to excellence. \n

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\n Employee Profile \n

\n We employ a team of experienced banking professionals across our branch network, lines of business, and corporate functions. As of June 30, 2026, we had 275 full-time employees and no part-time employees. None of our employees are covered by a collective bargaining agreement. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements. \n

\n We have been named a Top Workplace based on employee feedback gathered and analyzed by Energage for four consecutive years. The recognition includes honors from the Atlanta Journal-Constitution Top Workplaces program for three years and Axios Atlanta Top Workplaces for one year. Management believes this recognition reflects our investment in our people and the strength of our organizational culture, both of which are integral to our long-term competitive positioning and growth strategy. \n

\n Compensation and Benefits \n

\n We provide a competitive compensation and benefits program to help meet the needs of our employees. In addition to salaries, these programs include annual bonus opportunities, a 401(k) plan with an employer matching contribution, healthcare and insurance benefits, tax-advantaged health spending accounts, paid time off, parental and family leave and a team member assistance program. \n

\n Learning and Development \n

\n We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that empowers, intellectually grows, and professionally develops our colleagues. In particular, we facilitate the educational and professional development of our employees through providing internal programming, including a leadership development academy and a self-directed learning platform. We also provide support to attend conferences and obtain licenses and certifications while employed by us. \n

\n Properties \n

\n Our principal executive offices are located at 1776 Peachtree Street NW, Suite 300, Atlanta, Georgia 30309. We currently operate 10 full-service branch locations and three loan production offices throughout the Atlanta MSA. \n

\n At December 31, 2025 our premises and equipment, net of accumulated depreciation, totaled $18.6 million. Our operating lease right-of-use assets totaled $36.6 million at December 31, 2025, with a weighted average remaining lease term of approximately 12.8 years. We lease our headquarters and substantially all of our branch locations under operating leases with varying remaining terms. The following table sets forth information regarding our full-service banking offices as of the date of this prospectus. \n

\n \n Address \n \n	\n \n Year First \n \n Opened \n \n		\n \n Approximate \n \n Square Footage \n \n	\n \n Owned or \n \n Leased \n \n
\n \n 3880 Roswell Rd NE\n \n Atlanta, GA 30342 \n \n		2007			10,248	Owned
\n \n 2356 Main Street\n \n Tucker, GA 30084\n \n		2019			7,800	Leased
\n \n 5225 Windward Parkway\n \n Alpharetta, GA 30004 \n \n		2022			7,024	Leased
\n \n 1776 Peachtree Street NW, Suite 150\n \n Atlanta, GA 30309 \n \n		2021			6,348	Leased
\n \n 1624 North Expressway\n \n Griffin, GA 30223\n \n		2006			5,660	Owned
\n \n 6080 Bethelview Rd\n \n Cumming, GA 30040 \n \n		2021			5,416	Owned
\n \n 690 Collins Hill Road\n \n Lawrenceville, GA 30046 \n \n		2021			4,743	Leased
\n \n 2827 Peachtree Road NE, Suite 100\n \n Atlanta, GA 30305 \n \n		2023			4,500	Leased
\n \n 4895 Lower Roswell Rd.\n \n Marietta, GA 30068 \n \n		2022			3,625	Leased
\n \n 6340 Sugarloaf Pkwy, Suite 100\n \n Duluth, GA 30097 \n \n		2021			2,500	Leased

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\n The following table sets forth information regarding non-branch business offices, which includes our executive, operations and support offices as well as our loan production offices as of the date of this prospectus. These locations are not deposit taking offices. \n

\n \n Address \n \n	\n \n Year First\n \n Opened \n \n		\n \n Approximate\n \n Square Footage \n \n	\n \n Owned or\n \n Leased \n \n
\n \n 1776 Peachtree Street NW, Suite 300\n \n Atlanta, GA 30309 \n \n		2021			34,156	Leased
\n \n 2827 Peachtree Road NE, Suite 400\n \n Atlanta, GA 30305\n \n		2023			27,850	Leased
\n \n 6340 Sugarloaf Pkwy, Suites 105, 110, 120 & 150\n \n Duluth, GA 30097\n \n		2021			14,518	Leased
\n \n 120 N. Candler Street, Suites 10, 11 & 12\n \n Decatur, GA 30030 \n \n		2021			360	Leased
\n \n 107 Technology Pkwy, Suite 413\n \n Peachtree Corners, GA 30092 \n \n		2020			240	Leased
\n \n 61 Linton Street, Suite 2400\n \n Woodstock, GA 30188 \n \n		2020			110	Leased

\n We believe that our properties are maintained in good operating condition, with acceptable insurance coverage and are suitable and adequate for our operational needs. We do not believe that any individual property is material to our business on a standalone basis or the loss of any single facility would have a material adverse effect on our operations. \n

\n Legal Proceedings \n

\n We are involved from time to time in various legal proceedings and claims that arise in the normal course of business. Management does not believe that any judgment or settlement resulting from pending or threatened litigation would have a material adverse effect on our consolidated financial position, results of operations, or cash flows. As of the date of this filing, there are no legal proceedings pending or, to the knowledge of management, threatened against us that management believes would be material to our financial condition or results of operations. \n

\n Corporate Information \n

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\n SUPERVISION AND REGULATION \n

\n General \n

\n We are extensively regulated under federal and state law. The Company is subject to supervision and regulation by the Federal Reserve and the GDBF, and the Bank, as a Georgia state-chartered bank that is not a member of the Federal Reserve System, is regulated, supervised, and regularly examined by the FDIC, as its primary federal banking regulator, and by the GDBF, as its chartering authority. The Bank’s deposits are insured by the DIF up to applicable limits. Rules issued by the CFPB also apply to the Bank; however, because the Bank has less than $10 billion in total assets, the FDIC, rather than the CFPB, supervises and enforces the Bank’s compliance with those consumer financial protection rules. \n

\n The following is a brief summary that does not purport to be a complete description of all regulations that affect us or all aspects of those regulations. This discussion is qualified in its entirety by reference to the particular statutory and regulatory provisions described below and is not intended to be an exhaustive description of the statutes or regulations applicable to the Company’s and the Bank’s business. In addition, proposals to change the laws and regulations governing the banking industry are frequently raised at both the state and federal levels. The likelihood and timing of any changes in these laws and regulations, and the impact such changes may have on us and the Bank, are difficult to predict. Further, bank regulatory agencies may issue enforcement actions, policy statements, interpretive letters and similar written guidance applicable to us or the Bank. Changes in applicable laws, regulations or regulatory guidance, or their interpretation by regulatory agencies or courts may have a material adverse effect on our and the Bank’s business, operations, and earnings. Supervision and regulation of banks, their holding companies and affiliates is intended primarily for the protection of depositors and customers, the DIF, and the U.S. banking and financial system rather than holders of our capital stock. \n

\n Regulation of the Company \n

\n We are registered as a bank holding company with the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). As such, we are subject to comprehensive supervision and regulation by the Federal Reserve and are subject to its regulatory reporting requirements. We have not elected to be treated as a “financial holding company” under the BHC Act. As of June 30, 2026, after giving effect to our June 1, 2026 acquisition of Tandem, our total consolidated assets exceeded $3.0 billion. As a result, we are not eligible for the Federal Reserve’s Small Bank Holding Company and Savings and Loan Holding Company Policy Statement and are subject to the Federal Reserve’s consolidated regulatory capital requirements at the holding-company level. Federal law subjects bank holding companies, such as the Company, to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations. Violations of laws and regulations, or other unsafe and unsound practices, may result in regulatory agencies imposing fines or penalties, cease and desist orders, or taking other enforcement actions. Under certain circumstances, these agencies may enforce these remedies directly against officers, directors, employees and other parties participating in the affairs of a bank or bank holding company. \n

\n Activity Limitations \n

\n Bank holding companies are generally restricted to engaging in the business of banking, managing or controlling banks and certain other activities determined by the Federal Reserve to be closely related to banking. In addition, the Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any nonbanking activity or terminate its ownership or control of any nonbank subsidiary, when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company. We conduct our business primarily through the Bank and, because we have not elected financial holding company status, our activities are limited to banking and activities that the Federal Reserve has determined to be closely related to banking. \n

\n Source of Strength Obligations \n

\n A bank holding company is required to act as a source of financial and managerial strength to its subsidiary bank and to maintain resources adequate to support its bank. The term “source of strength” means the ability of a company, such as us, that directly or indirectly owns or controls an insured depository institution, such as the Bank, to provide financial assistance to such insured depository institution in the event of financial distress. The appropriate federal banking agency for the depository institution (in the case of the Bank, this agency is the FDIC) may require reports from us to assess our ability to serve as a source of strength and to enforce compliance with the source of strength requirements by requiring us to provide financial assistance to the Bank in the event of financial distress. If we were to enter bankruptcy or become subject to the orderly liquidation process \n

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\n established by the Dodd-Frank Act, any commitment by us to a federal bank regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee or the FDIC, as appropriate, and entitled to a priority of payment. \n

\n Acquisitions \n

\n The BHC Act permits acquisitions of banks by bank holding companies, such that we and any other bank holding company, whether located in Georgia or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentage, age of bank charter requirements, and other restrictions. The BHC Act requires that a bank holding company obtain the prior approval of the Federal Reserve before (i) acquiring direct or indirect ownership or control of more than 5% of the voting securities of any additional bank or bank holding company, (ii) taking any action that causes an additional bank or bank holding company to become a subsidiary of the bank holding company, or (iii) merging or consolidating with any other bank holding company. The Federal Reserve may not approve any such transaction that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any section of the United States, or the effect of which may be substantially to lessen competition or to tend to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade, unless the anticompetitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider: (1) the financial and managerial resources of the companies involved, including pro forma capital ratios; (2) the risk to the stability of the United States banking or financial system; (3) the convenience and needs of the communities to be served, including performance under the Community Reinvestment Act (“CRA”), further described below; and (4) the effectiveness of the companies in combatting money laundering. \n

\n In addition to the Federal Reserve approvals described above, any merger or acquisition involving the Bank requires the prior approval of the FDIC under the Bank Merger Act of 1960 and of the GDBF under the Georgia Financial Institutions Code. We have grown in part through acquisitions, including our March 1, 2025 merger with Georgia Primary and our June 1, 2026 merger with Tandem, each of which was subject to these regulatory approval requirements. \n

\n Change in Control \n

\n Federal law restricts the amount of voting securities of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators. Under the Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company, such as the Company, and the FDIC before acquiring control of the Bank. Upon receipt of such notice, the bank regulatory agencies may approve or disapprove the acquisition. The Change in Bank Control Act creates a rebuttable presumption of control if a person or group acquires the power to vote 10% or more of our outstanding common stock. The overall effect of such laws is to make it more difficult to acquire a bank holding company and a bank by tender offer or similar means than it might be to acquire control of another type of corporation. Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Investors should be aware of these requirements when acquiring shares of our stock. \n

\n In addition to the Federal Reserve approvals described above applicable to the Company, any change in control involving the Bank requires the prior approval of the FDIC under the Change in Bank Control Act and of the GDBF under the Georgia Financial Institutions Code. \n

\n Incentive Compensation \n

\n The Dodd-Frank Act required the banking agencies and the SEC to establish joint rules or guidelines for financial institutions with more than $1.0 billion in assets, such as us and the Bank, which prohibit incentive compensation arrangements that the agencies determine to encourage inappropriate risks by the institution. The federal banking agencies issued proposed rules in 2011 and previously issued guidance on sound incentive compensation policies. In 2016, the federal banking agencies also proposed rules that would, depending upon the assets of the institution, directly regulate incentive compensation arrangements and would require enhanced oversight and recordkeeping. As of June 30, 2026, these rules have not been implemented, although the SEC did adopt final rules implementing the clawback provisions of the Dodd-Frank Act in 2022. In connection with the listing of our common stock on Nasdaq, we have adopted a clawback policy providing for the recovery of erroneously awarded incentive-based compensation from our executive officers, consistent with applicable law and Nasdaq listing standards. We and the Bank have undertaken efforts to ensure that our incentive compensation plans do not encourage inappropriate risks, consistent with three key principles — that incentive compensation arrangements should appropriately balance risk and financial rewards, be compatible with effective controls and risk management, and be supported by strong corporate governance. \n

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\n Shareholder Say-On-Pay Votes \n

\n The Dodd-Frank Act requires public companies to take shareholders’ votes on proposals addressing compensation (known as say-on-pay), the frequency of a say-on-pay vote, and the golden parachutes available to executives in connection with change-in-control transactions. Public companies must give shareholders the opportunity to vote on the compensation at least every three years and the opportunity to vote on frequency at least every six years, indicating whether the say-on-pay vote should be held annually, biennially, or triennially. The say-on-pay, the say-on-parachute and the say-on-frequency votes are explicitly nonbinding and cannot override a decision of our Board. However, as an emerging growth company, we are not currently required to hold advisory votes on executive compensation, the frequency of such votes, or golden-parachute compensation, and we intend to rely on that exemption for as long as we qualify as an emerging growth company. \n

\n Other Regulatory Matters \n

\n We and our subsidiaries are subject to oversight by the SEC, the Financial Industry Regulatory Authority (“FINRA”), the PCAOB, The Nasdaq Stock Market LLC (the “Nasdaq Stock Market”) and various state securities regulators. We and our subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state attorneys general, securities regulators and other regulatory authorities, concerning our business practices. Such requests are considered incidental to the normal conduct of business. \n

\n Capital Requirements \n

\n The Company and the Bank are each required under federal law to maintain certain minimum capital levels based on ratios of capital to total assets and capital to risk-weighted assets. The required capital ratios are minimums, and the federal banking agencies may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability to manage those risks are important factors that are to be taken into account in assessing an institution’s overall capital adequacy. The following is a brief description of the relevant provisions of these capital rules and their potential impact on our capital levels. \n

\n The Company and the Bank are subject to the following risk-based capital ratios: a common equity Tier 1 (“CET1”) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, plus retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, Tier 1 minority interests and grandfathered trust preferred securities. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt, other preferred stock and certain hybrid capital instruments, and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria. The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings. \n

\n The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average total consolidated assets net of goodwill, certain other intangible assets, and certain required deduction items. The required minimum leverage ratio for all banks is 4%. \n

\n Federal banking agencies adopted a community bank leverage ratio (“CBLR”) framework that permits a qualifying depository institution or its holding company with total consolidated assets of less than $10 billion and a leverage ratio of greater than 9% to elect to satisfy its regulatory capital requirements by maintaining a leverage ratio of greater than 9%, in lieu of the generally applicable risk-based and leverage capital requirements. A qualifying institution that elects to use the CBLR framework and maintains a leverage ratio of greater than 9% is considered to have satisfied the well-capitalized ratio requirements under the prompt corrective action framework. The Bank has not opted into the CBLR framework. \n

\n In addition, the capital rules require a capital conservation buffer of 2.5%, constituted of CET1, above each of the minimum risk-based capital ratio requirements (CET1, Tier 1, and total risk-based capital), which is designed to absorb losses during periods of economic stress. These buffer requirements must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction. \n

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\n The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements. FDICIA establishes five regulatory capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. \n

\n To be well-capitalized, the Bank must maintain at least the following capital ratios: \n

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\n 6.5% CET1 to risk-weighted assets; \n

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\n 8.0% Tier 1 capital to risk-weighted assets; \n

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\n 10.0% Total capital to risk-weighted assets; and \n

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\n 5.0% leverage ratio. \n

\n The Federal Reserve has not yet revised the well-capitalized standard for bank holding companies to reflect the higher capital requirements imposed under the current capital rules. If the Federal Reserve were to apply the same or a similar well-capitalized standard to bank holding companies as that applicable to the Bank, the Company’s capital ratios as of June 30, 2026 and December 31, 2025 would exceed such revised well-capitalized standard. Also, the Federal Reserve may require bank holding companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans. \n

\n Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. For example, only a well-capitalized depository institution may accept brokered deposits without prior regulatory approval. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth. \n

\n As of June 30, 2026 and December 31, 2025 and 2024, the Company’s and the Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer. \n

\n The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) scaled back certain requirements of the Dodd-Frank Act and provided other regulatory relief. Among the provisions of the Economic Growth Act was a requirement that the Federal Reserve raise the asset threshold for those bank holding companies subject to the Federal Reserve’s Small Bank Holding Company Policy Statement to $3.0 billion. As a result, as of the effective date of that change, the Company was no longer required to comply with the risk-based capital rules applicable to the Bank as described above. However, as of June 30, 2026, the Company’s assets exceeded $3.0 billion for the first time, such that the Company now is subject to consolidated risk-based capital requirements. \n

\n Payment of Dividends \n

\n We are a legal entity separate and distinct from the Bank and our other subsidiaries. Our primary source of cash, other than securities offerings, is dividends from the Bank. Under the laws of the State of Georgia, we, as a business corporation, may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our Articles of Incorporation, or unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of our business or our total assets would be less than the sum of our total liabilities. In addition, we are also subject to federal regulatory capital requirements that effectively limit the amount of cash dividends that we may pay. \n

\n The primary sources of funds for our payment of dividends to our shareholders are cash on hand and dividends from the Bank. Various federal and state statutory provisions and regulations limit the amount of dividends that the Bank and our non-bank subsidiaries may pay. The Bank is a Georgia bank. Under the regulations of the GDBF, a Georgia bank must have approval of the GDBF to pay cash dividends if, at the time of such payment: \n

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\n the ratio of Tier 1 capital to average total assets is less than 6 percent; \n

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\n the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50 percent of its net after-tax profits before dividends for the previous calendar year; or \n

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\n its total adversely classified assets in its most recent regulatory examination exceeded 80 percent of its Tier 1 capital plus its allowance for loan and lease losses. \n

\n The Georgia Financial Institutions Code contains restrictions on the ability of a Georgia bank to pay dividends other than from retained earnings without the approval of the GDBF. As a result of the foregoing restrictions, the Bank may be required to seek approval from the GDBF to pay dividends. \n

\n In addition, we and the Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal bank regulatory authority may prohibit the payment of dividends where it has determined that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The FDIC and the Federal Reserve have indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice. The FDIC and the Federal Reserve have each indicated that depository institutions and their holding companies should generally pay dividends only out of current operating earnings. Prior approval by the FDIC is required if the total of all dividends declared by a bank in any calendar year exceeds the bank’s profits for that year combined with its retained net profits for the preceding two calendar years. \n

\n Under a Federal Reserve policy, the board of directors of a bank holding company must consider different factors to ensure that its dividend level is prudent relative to maintaining a strong financial position, and is not based on overly optimistic earnings scenarios, such as potential events that could affect its ability to pay, while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company’s dividends if: \n

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\n its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; \n

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\n its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or \n

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\n it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. \n

\n Regulation of the Bank \n

\n The Bank is subject to comprehensive supervision and regulation by the FDIC and is subject to its regulatory reporting requirements. The Bank also is subject to certain Federal Reserve regulations. In addition, as discussed in more detail below, the Bank, by virtue of offering consumer financial products and services, may be subject to regulation and potential supervision by the CFPB. Authority to supervise and examine the Bank for compliance with federal consumer laws remains largely with the FDIC. However, the CFPB may participate in examinations on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators. The CFPB also may participate in examinations of our other direct or indirect subsidiaries that offer consumer financial products or services. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB, and state attorneys general are permitted to enforce certain federal consumer financial protection rules adopted by the CFPB. \n

\n The GDBF has extensive enforcement authority over the Bank to correct unsafe or unsound practices and violations of law or regulation. Such authority includes the issuance of cease and desist orders, assessment of civil money penalties and removal of officers and directors. The Commissioner of the GDBF has the authority to appoint a receiver or liquidator of any state-chartered bank under specified circumstances, including where (i) the bank is conducting its business in an unauthorized or unsafe manner, (ii) the bank has suspended payment of its obligations, or (iii) the bank cannot with safety and expediency continue to do business. The Bank is required to file periodic reports with and is subject to periodic examination by the GDBF and FDIC. Federal and state regulations generally require periodic on-site examinations for all depository institutions. The Bank is required to pay an annual assessment to the GDBF to fund the agency’s operations. \n

\n Broadly, regulations applicable to the Bank include limitations on loans to a single borrower and to its directors, officers and employees; restrictions on the opening and closing of branch offices; the maintenance of required capital and liquidity ratios; the granting of credit under equal and fair conditions; the disclosure of the costs and terms of such credit; requirements to maintain reserves against deposits and loans; limitations on the types of investment that may be made by the Bank; and requirements governing risk management practices. The Bank is permitted under federal law to branch on a de novo basis across state lines where the laws of that state would permit a bank chartered by that state to open a de novo branch. \n

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\n Transactions with Affiliates and Insiders \n

\n The Bank is subject to restrictions on extensions of credit and certain other transactions between the Bank and the Company or any nonbank affiliate. Sections 23A and 23B of the Federal Reserve Act of 1913, as amended (the “Federal Reserve Act”), govern transactions between an insured depository institution and its affiliates, which includes the Company. The Federal Reserve has adopted Regulation W, which implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve interpretations. \n

\n An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated as an affiliate of the bank for the purposes of Sections 23A and 23B; however, the Federal Reserve has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis. Section 23A limits the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of the bank’s capital stock and surplus. There is an aggregate limit of 20% of the bank’s capital stock and surplus for such transactions with all affiliates. The term “covered transaction” includes, among other things, the making of a loan to an affiliate, a purchase of assets from an affiliate, the issuance of a guarantee on behalf of an affiliate and the acceptance of securities of an affiliate as collateral for a loan. All such transactions are required to be on terms and conditions that are consistent with safe and sound banking practices and no transaction may involve the acquisition of any “low quality asset” from an affiliate unless certain conditions are satisfied. Certain covered transactions, such as loans to or guarantees on behalf of an affiliate, must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amount, depending upon the type of collateral. In addition, Section 23B requires that any covered transaction (and specified other transactions) between a bank and an affiliate must be on terms and conditions that are substantially the same, or at least as favorable, to the bank, as those that would be provided to a non-affiliate. \n

\n A bank’s loans to its executive officers, directors, any owner of more than 10% of its stock (each, an “insider”) and certain entities affiliated with any such person (an insider’s “related interest”) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve’s Regulation O. The aggregate amount of a bank’s loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to the Bank. Aggregate loans by a bank to its insiders and insiders’ related interests may not exceed 15% of the bank’s unimpaired capital and unimpaired surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, such as education loans and certain residential mortgages, a bank’s loans to its executive officers may not exceed the greater of $25,000 or 2.5% of the bank’s unimpaired capital and unimpaired surplus, but in no event more than $100,000. Regulation O also requires that any loan to an insider or a related interest of an insider be approved in advance by a majority of the board of directors of the bank, with any interested director not participating in the voting, if the loan, when aggregated with any existing loans to that insider or the insider’s related interests, would exceed the higher of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not involve more than a normal risk of repayment. An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank. \n

\n Reserves \n

\n Federal Reserve rules require depository institutions, such as the Bank, to maintain reserves against their transaction accounts, primarily interest bearing and non-interest bearing checking accounts. Although these reserve requirement ratios are currently reduced to zero percent, these reserve requirements are subject to annual adjustment by the Federal Reserve. \n

\n FDIC Insurance Assessments and Depositor Preference \n

\n The Bank’s deposits are insured by the FDIC’s DIF up to the limits under applicable law, which currently are set at $250,000 per depositor, per insured bank, for each account ownership category. The Bank is subject to FDIC assessments for its deposit insurance. The FDIC uses a risk-based assessment system that imposes insurance premiums as determined by multiplying an insured bank’s assessment base by its assessment rate. \n

\n A bank’s deposit insurance assessment base is generally equal to its total assets minus its average tangible equity during the assessment period. For a depository institution that has been insured for more than five years and that has total consolidated assets of less than $10 billion, such as the Bank, the FDIC determines the assessment rate within a range of base assessment rates \n

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\n based on the bank’s CAMELS composite rating, taking into account other factors and adjustments. The CAMELS rating system is a supervisory rating system developed to classify a bank’s overall condition by taking into account capital adequacy, assets, management capability, earnings, liquidity and sensitivity to market and interest rate risk. The FDIC has the authority to increase insurance assessments. A significant increase in insurance premiums would have an adverse effect on the operating expenses and results of operations of the Bank. The Bank’s total FDIC insurance assessments during 2025 and 2024 were $2.3 million and $1.9 million respectively. We cannot predict what deposit insurance assessment rates will be in the future. \n

\n Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by a bank’s federal regulatory agency. In addition, the Federal Deposit Insurance Act provides that, in the event of the liquidation or other resolution of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution, including those of the parent bank holding company. \n

\n Standards for Safety and Soundness \n

\n The Federal Deposit Insurance Act requires the federal bank regulatory agencies to prescribe, by regulation or guideline, operational and managerial standards for all insured depository institutions relating to: (1) internal controls; (2) information systems and audit systems; (3) loan documentation; (4) credit underwriting; (5) interest rate risk exposure; and (6) asset quality. In general, the guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired and require appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder. Federal banking agencies issued the Interagency Guidance on Third-Party Relationships: Risk Management, which replaced their prior separate guidance regarding risks banks may face from third-party relationships (e.g., relationships under which the third-party provides services to the bank). This guidance generally requires the Bank to perform adequate due diligence on the third-party, appropriately document the relationship, and perform adequate oversight and auditing, in order to limit the risks to the Bank. \n

\n Prompt Corrective Regulatory Action \n

\n Federal law requires that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. \n

\n As described above, the Bank has not elected to follow the CBLR, so the generally applicable prompt corrective action requirements remain applicable to the Bank. Under prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (1) a CET1 risk-based capital ratio of 6.5%; (2) a Tier 1 risk-based capital ratio of 8%; (3) a total risk-based capital ratio of 10%; and (4) a Tier 1 leverage ratio of 5%. The Bank was classified as well capitalized at June 30, 2026. \n

\n State nonmember banks, such as the Bank, that have insufficient capital are subject to certain mandatory and discretionary supervisory measures. For example, a bank that is “undercapitalized” (i.e., fails to comply with any regulatory capital requirement) is subject to growth, capital distribution (including dividend) and other limitations, and is required to submit a capital restoration plan; a holding company that controls such a bank is required to guarantee that the bank complies with the restoration plan. If an undercapitalized institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” A “significantly undercapitalized” bank is subject to additional restrictions. State nonmember banks deemed by the FDIC to be “critically undercapitalized” also may not make any payment of principal or interest on certain subordinated debt, extend credit for a highly leveraged transaction, or enter into any material transactions outside the ordinary course of business after 60 days of obtaining such status, and are subject to the appointment of a receiver or conservator within 270 days after obtaining such status. \n

\n Anti-Money Laundering \n

\n A continued focus of governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist financing. The USA PATRIOT Act broadened the application of anti-money laundering regulations to apply to additional types of financial institutions such as broker-dealers, investment advisors and insurance companies, and \n

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\n strengthened the ability of the U.S. Government to help prevent, detect and prosecute international money laundering and the financing of terrorism. The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions, including insured depository institutions such as the Bank: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships. Failure of a financial institution to comply with the USA PATRIOT Act’s requirements could have serious legal and reputational consequences for the institution. The Bank has augmented its systems and procedures to meet the requirements of these regulations and will continue to revise and update its policies, procedures and controls to reflect changes required by law. \n

\n FinCEN has adopted rules that require financial institutions to obtain beneficial ownership information with respect to legal entities with which such institutions conduct business, subject to certain exclusions and exemptions. Bank regulators are focusing their examinations on anti-money laundering compliance, and we continue to monitor and augment, where necessary, our anti-money laundering compliance programs. \n

\n Banking regulators will consider compliance with the Act’s money laundering provisions in acting upon acquisition and merger proposals. Bank regulators routinely examine institutions for compliance with these obligations and have been active in imposing cease and desist and other regulatory orders and money penalty sanctions against institutions found to be violating these obligations. Sanctions for violations of the Act can be imposed in an amount equal to twice the sum involved in the violating transaction, up to $1.0 million. On January 1, 2021, Congress passed federal legislation that made sweeping changes to federal anti-money laundering laws, subject to pending implementation by regulatory rulemaking. In 2024, U.S. federal regulators proposed amendments to modernize Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) program requirements. Aligned with the Anti-Money Laundering Act of 2020, the rules mandate a risk-based approach requiring institutions to identify, evaluate, and document risks based on business activities and national priorities. \n

\n Economic Sanctions \n

\n The Office of Foreign Assets Control (“OFAC”) is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons List. If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the account or transaction requested, and we must notify the appropriate authorities. \n

\n Concentrations in Lending \n

\n State commercial banks have authority to originate and purchase any type of loan, including commercial, commercial real estate, residential mortgages or consumer loans. Aggregate loans by a state commercial bank to any single borrower or group of related borrowers are generally limited to 15% of the Bank’s unimpaired capital, but may be increased to 25% of the Bank’s unimpaired capital if the loan is fully secured. \n

\n The federal banking agencies adopted uniform regulations prescribing standards for extensions of credit that are secured by liens or interests in real estate or made for the purpose of financing permanent improvements to real estate. Under these regulations, all insured depository institutions, such as the Bank, must adopt and maintain written policies establishing appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including LTV limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements. The real estate lending policies must reflect consideration of the federal bank regulators’ Interagency Guidelines for Real Estate Lending Policies that have been adopted. \n

\n Federal bank regulatory agencies released the Interagency Guidance on Concentrations in Commercial Real Estate Lending; Sound Risk Management Practices (the “CRE Guidance”) and advised financial institutions of the risks posed by CRE lending concentrations. The CRE Guidance requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations. Higher allowances for credit losses and capital levels may also be required. The CRE Guidance is triggered when CRE loan concentrations exceed either: \n

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\n Total reported loans for construction, land development, and other land of 100% or more of a bank’s total risk based capital; or \n

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\n Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank’s total risk based capital. \n

\n The CRE Guidance also applies when a bank has a sharp increase in CRE loans or has significant concentrations of CRE secured by a particular property type. We have consistently had exposures to loans secured by CRE due to the nature of our markets and the loan needs of both retail and commercial customers. Commercial real estate lending is a significant part of our business. As of June 30, 2026, our total commercial real estate loans were approximately 289.7% of the Bank’s total risk-based capital, and our construction, land and land development loans were approximately 81.2% of the Bank’s total risk-based capital. Because of the significance of commercial real estate to our loan portfolio, we maintain enhanced risk-management practices, including Board-approved concentration limits by asset class, monthly portfolio monitoring, semi-annual stress testing of our commercial real estate portfolio, annual portfolio reviews, and disciplined underwriting focused on project cash flow, including a stress testing of underwritten cash flow, valuation, minimum equity requirements and sponsor strength. We believe our long-term experience in CRE lending, underwriting policies, internal controls and other policies currently in place, as well as our loan and credit monitoring and administration procedures, are generally appropriate to managing our concentrations as required under the CRE Guidance. \n

\n Community Reinvestment Act \n

\n The Bank is subject to the provisions of the CRA, which imposes a continuing and affirmative obligation, consistent with their safe and sound operation, to help meet the credit needs of entire communities where the bank accepts deposits, including low- and moderate-income neighborhoods. The FDIC’s assessment of the Bank’s CRA record is made available to the public. Further, a less than satisfactory CRA rating will slow, if not preclude, expansion of banking activities. Following the enactment of the GLB, a bank that enters into a covered written agreement in connection with the CRA must make that agreement available to the public and file annual reports concerning the agreement with its primary federal banking regulator. Federal CRA regulations require, among other things, that evidence of discrimination against applicants on a prohibited basis, and illegal or abusive lending practices be considered in the CRA evaluation. Rather than being evaluated under the large-bank performance tests otherwise applicable under the CRA, the Bank has elected to be evaluated under a strategic plan (the “CRA Strategic Plan”) that it developed with community input and that has been approved by the FDIC. The CRA Strategic Plan establishes measurable goals for helping to meet the credit needs of the Bank’s assessment area, including low- and moderate-income neighborhoods, through lending, qualified investments, and community development services. The Bank received a rating of “Satisfactory” in its most recent CRA performance evaluation, dated October 30, 2023, and that rating remains in effect until the Bank’s next CRA examination. The Bank’s current CRA Strategic Plan has a term beginning January 1, 2026 through December 31, 2028 and was approved by the FDIC on February 18, 2026, with an effective date of January 1, 2026. \n

\n Privacy and Data Security \n

\n The GLB generally prohibits disclosure of consumer information to non-affiliated third parties unless the consumer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to customers annually. Under an exception added by the Fixing America’s Surface Transportation Act of 2015, a financial institution that provides nonpublic personal information to nonaffiliated third parties only in accordance with the exceptions under the GLB for which no opt-out is required, and that has not changed its privacy policies and practices since its most recent disclosure to consumers, is not required to deliver an annual privacy notice. The Bank qualifies for this exception and therefore does not deliver annual privacy notices to its customers. Financial institutions, however, will be required to comply with state law if it is more protective of consumer privacy than the GLB. The GLB also directed federal regulators, including the FDIC, to prescribe standards for the security of consumer information. The Bank is subject to such standards, as well as standards for notifying customers in the event of a security breach. Under federal law, the Bank must disclose its privacy policy to consumers, permit customers to opt out of having nonpublic customer information disclosed to third parties in certain circumstances, and allow customers to opt out of receiving marketing solicitations based on information about the customer received from another subsidiary. States may adopt more extensive privacy protections. We are similarly required to have an information security program to safeguard the confidentiality and security of customer information and to ensure proper disposal. Customers must be notified when unauthorized disclosure involves sensitive customer information that may be misused. \n

\n Consumer Regulation \n

\n Activities of the Bank are subject to a variety of statutes and regulations designed to protect consumers. These laws and regulations include, among numerous other things, provisions that: \n

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\n •\n
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\n limit the interest and other charges collected or contracted for by the Bank, including new rules respecting the terms of credit cards and of debit card overdrafts; \n

\n •\n
\n

\n govern the Bank’s disclosures of credit terms to consumer borrowers; \n

\n •\n
\n

\n require the Bank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the housing needs of the community it serves; \n

\n •\n
\n

\n prohibit the Bank from discriminating on the basis of race, creed or other prohibited factors when it makes decisions to extend credit; \n

\n •\n
\n

\n govern the manner in which the Bank may collect consumer debts; and \n

\n •\n
\n

\n prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services. \n

\n While consumer lending is not currently a significant focus of our business, we are subject to numerous laws and regulations intended to protect consumers, in addition to those discussed above, when lending or offering deposit products to consumers. These laws include, among others: the Truth in Lending Act, Truth in Savings Act, Electronic Funds Transfer Act, Expedited Funds Availability Act, Equal Credit Opportunity Act, Fair and Accurate Credit Transactions Act, Fair Housing Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the GLB, Home Mortgage Disclosure Act, Right to Financial Privacy Act, Real Estate Settlement Procedures Act, laws regarding unfair and deceptive acts and practices and usury laws. Additionally, the Dodd-Frank Act created the CFPB, which has authority to issue regulations prohibiting unfair, deceptive or abusive acts or practices. \n

\n Mortgage Regulation \n

\n The CFPB has issued rules to implement requirements of the Dodd-Frank Act pertaining to mortgage loan origination (including with respect to loan originator compensation and loan originator qualifications) as well as integrated mortgage disclosure rules. In addition, the CFPB has issued rules that require servicers to comply with new standards and practices with regard to: error correction; information disclosure; force-placement of insurance; information management policies and procedures; requiring information about mortgage loss mitigation options be provided to delinquent borrowers; providing delinquent borrowers access to servicer personnel with continuity of contact about the borrower’s mortgage loan account; and evaluating borrowers’ applications for available loss mitigation options. These rules also address initial rate adjustment notices for adjustable-rate mortgages, periodic statements for residential mortgage loans, and prompt crediting of mortgage payments and response to requests for payoff amounts. \n

\n S.A.F.E. Act \n

\n Regulations issued under the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (the “S.A.F.E. Act”) require residential mortgage loan originators who are employees of institutions regulated by the foregoing agencies to meet the registration requirements of the S.A.F.E. Act. The S.A.F.E. Act requires residential mortgage loan originators who are employees of regulated financial institutions to register with the Nationwide Mortgage Licensing System and Registry, a database created by the Conference of State Bank Supervisors and the American Association of Residential Mortgage Regulators to support the licensing of mortgage loan originators by the states. The S.A.F.E. Act generally prohibits employees of regulated financial institutions from originating residential mortgage loans unless they obtain and annually maintain registration as a registered mortgage loan originator. \n

\n The Bank conducts all its mortgage origination and warehouse finance activities directly from the Bank itself, and is exempt from most state, but not all, licensing requirements by virtue of being a state-chartered bank. \n

\n Homeowner Association Super Priority Liens May Take Priority Over the Mortgage Liens \n

\n In some states it is possible that the first lien of the mortgages may be extinguished by super priority liens of homeowner associations (“HOA”), potentially resulting in a loss of the mortgage loan’s outstanding principal balance. In at least 20 states, and the District of Columbia, HOA or condominium association assessment liens can take priority over first lien mortgages under certain circumstances. The number of these so called “super lien” states has increased in the past few decades and may increase further. Rulings by several highest state courts have held that the “super lien statute” provides the HOA or condominium association with a true lien priority rather than a payment priority from the proceeds of the sale, creating the ability to extinguish the senior mortgage and greatly increasing the risk of losses on mortgage loans secured by homes whose owners fail to pay HOA or condominium fees. \n

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\n The laws of these “super lien” states that provide for HOA super liens vary in terms of (a) the duration of the priority period (with many at six months and some with no limitations); (b) the assessments secured by the HOA lien (charges can include not only unpaid HOA assessments, but also late charges, collection costs, attorneys’ fees, foreclosure costs, fines, and interest); (c) whether the HOA must give lenders with liens encumbering the mortgaged property notice of the homeowner’s failure to pay the assessment; and (d) the statute of limitations on HOA foreclosure rights. \n

\n Predatory Lending Laws/High Cost Loans \n

\n Various federal, state and local laws have been enacted to discourage predatory lending practices. The federal Home Ownership and Equity Protection Act of 1994 (“HOEPA”), amends the Truth in Lending Act of 1968 (“TILA”) to prohibit inclusion of certain provisions in mortgage loans that have mortgage rates or origination costs in excess of prescribed levels, and require that borrowers be given certain disclosures prior to the origination of mortgage loans. Some states have enacted, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in HOEPA. \n

\n In addition, under federal law and the anti-predatory lending laws of some states, the origination of certain mortgage loans (including loans that are not classified as “high cost” loans under applicable law) must satisfy a net tangible benefits test with respect to the related borrower. This test may be highly subjective and open to interpretation. As a result, a court may determine that a mortgage loan does not meet the test even if the related originator reasonably believed that the test was satisfied. \n

\n Failure to comply with these laws, to the extent applicable to any of the mortgage loans, could subject the originator and its assignees to monetary penalties and could result in the voiding or rescission of the affected mortgage loans. Lawsuits have been brought in various states making claims against assignees of high-cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market, including some securitization trusts. \n

\n “Know Before You Owe” TRID Disclosures \n

\n All of our mortgage loans are subject to the CFPB’s Know Before You Owe; TILA-RESPA Integrated Disclosure Rule (the “TRID Rule”), which became effective for mortgage loans whose applications were received on or after October 3, 2015. The purpose of the TRID Rule was to reconcile overlapping disclosure obligations under TILA and Real Estate Settlement Procedures Act of 1974 (“RESPA”) and to provide for integrated closing disclosure and loan estimate forms that would satisfy those requirements under both TILA and RESPA. \n

\n Regular instances of potential non-compliance with the TRID Rule have been reported in the marketplace since it became effective. Certain TILA-based disclosure provisions of the TRID Rule carry assignee liability. Violations of TILA-based disclosure provisions of the TRID Rule are limited in individual actions to actual damages, statutory damages for certain violations of not more than $4,000 per mortgage loan plus attorney’s fees and court costs, and can potentially result in liability for assignees where the violation is apparent on the face of the disclosure and the assignment was voluntary. While the statute of limitations under TILA is generally one year from the date of origination for most TRID Rule violations, mortgagors may raise a violation of the TRID Rule as a matter of defense by recoupment or set-off to an action to collect the debt beyond the one-year period, if permitted by state law. Further, for certain mortgage loans, while not changed by TRID Rule requirements, TILA’s right of rescission may be extended to three years from consummation if there are errors in certain “material disclosures” such as the required disclosures of finance charges and payment schedule, which are contained within the TRID Rule closing disclosure. \n

\n Debt Repayment \n

\n TILA provides that subsequent purchasers of mortgage loans originated in violation of certain requirements specified in TILA that require lenders to consider consumers’ “ability to repay” before extending them credit may have liability for such violations. The CFPB issued implementing regulations, which became effective January 10, 2014 for mortgage loans for which the application from the related mortgagor was taken on or after January 10, 2014, specifying the standards for a “qualified mortgage” that would have the benefit of a safe harbor from such liability if certain requirements are satisfied, or a rebuttable presumption of compliance with respect to such liability if certain requirements are satisfied and the annual percentage rate of the loan exceeds certain thresholds. The regulations apply to mortgage loans made for a personal, family, or household purpose secured by a one-to-four unit dwelling for which the application from the related mortgagor was taken on or after January 10, 2014. \n

\n Non-Discrimination Policies \n

\n The Bank is also subject to, among other things, the provisions of the ECOA and the Fair Housing Act (the “FHA”), both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a \n

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\n consumer or commercial credit or residential real estate transaction. The Department of Justice (the “DOJ”), and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices. The DOJ has increased its efforts to prosecute what it regards as violations of the ECOA and FHA. \n

\n Cybersecurity \n

\n Federal banking regulators regularly issue new guidance and standards, and update existing guidance and standards regarding cybersecurity intended to enhance cyber risk management among financial institutions. Financial institutions are expected to comply with such guidance and standards and to accordingly develop appropriate security controls and risk management processes. If we fail to observe such regulatory guidance or standards, we could be subject to various regulatory sanctions, including financial penalties. The SEC has adopted a rule that requires disclosure of material cybersecurity incidents, as well as cybersecurity risk management, strategy and governance. Under this rule, which will apply to us following the completion of this offering, banking organizations that are SEC registrants must generally disclose information about a material cybersecurity incident within four business days of determining it is material with periodic updates as to the status of the incident in subsequent filings as necessary. \n

\n Federal banking agencies additionally require banking organizations to notify their primary banking regulator within 36 hours of determining that a “computer-security incident” has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to carry out banking operations or deliver banking products and services to a material portion of its customer base, its businesses and operations that would result in material loss, or its operations that would impact the stability of the United States. \n

\n State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and many states, including Georgia, have also recently implemented or modified their data breach notification, information security and data privacy requirements. We expect this trend of state-level activity in those areas to continue and are continually monitoring developments in the states in which our customers are located. \n

\n Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. \n

\n Emerging Growth Company Status and Smaller Reporting Company Status \n

\n We are an emerging growth company under the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to public companies. These exemptions include, but are not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an emerging growth company, we will also not be subject to Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent auditors audit our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Such an election is irrevocable during the period a company is an emerging growth company. \n

\n We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the completion of this offering; (ii) the first fiscal year after our annual gross revenues are $1.235 billion (adjusted for inflation) or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million at the end of the second quarter of that fiscal year. We expect to lose our status as an emerging growth company at the end of the fifth year after the expected completion date of this offering. \n

\n We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. Smaller reporting companies may take advantage of many of the same exemptions from disclosure requirements as emerging growth companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain a smaller reporting company until the end of the fiscal year in which (i) we have a public common equity float of more than $250 million, or (ii) we have annual revenues for the most recently completed fiscal year of more than $100.0 million and a public \n

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\n common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company. \n

\n Sarbanes-Oxley Act \n

\n The Sarbanes-Oxley Act is intended to improve corporate responsibility, to provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. We have policies, procedures and systems designed to comply with these regulations, and we review and document such policies, procedures and systems to ensure continued compliance with these regulations. Following the completion of this offering, our management will be required to assess and report on the effectiveness of our internal control over financial reporting under Section 404(a) of the Sarbanes-Oxley Act beginning with our second annual report filed with the SEC. \n

\n Evolving Legislation and Regulatory Action \n

\n New laws or regulations or changes to existing laws and regulations, including changes in interpretation or enforcement, could materially adversely affect our financial condition or results of operations.\n

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\n MANAGEMENT \n

\n The following table sets forth certain information regarding our executive officers as of the date of this prospectus. \n

\n \n Name \n \n	\n \n Position(s) with the Company \n \n	\n \n Age \n \n
\n Bartow Morgan, Jr. \n	\n \n Chief Executive Officer \n \n		53
\n J. Craig Addison \n	\n \n Chief Human Resources Officer \n \n		60
\n David F. Black \n	\n \n Chief Commercial Officer \n \n		51
\n Charles M. DeWitt, III \n	\n \n Chief Financial Officer \n \n		60
\n Richard Fairey \n	\n \n President & Chief Operating Officer \n \n		58
\n Ryan D. Nemec \n	\n \n Chief Accounting Officer \n \n		39
\n Wesley Reagan \n	\n \n Chief Risk Officer & Chief Credit Officer \n \n		45
\n Margaret H. Whieldon \n	\n \n Chief Experience Officer \n \n		63

\n The following is a brief description of the background and experience of each of our executive officers. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or with any of our directors. There are no arrangements or understandings between any of the executive officers and any other person pursuant to which he or she was selected as an executive officer. \n

\n Bartow Morgan, Jr. has served as our Chief Executive Officer and a member of our Board since February 2021. Mr. Morgan has more than 30 years of banking experience and has led community banking organizations through periods of significant growth, capital formation, strategic acquisitions, and operational transformation. From September 2018 to February 2021, Mr. Morgan served as an executive and board member of Renasant Bank, a subsidiary of Renasant Corporation (NYSE: RNST). Prior to joining Renasant, he served as Chief Executive Officer and a director of BrandBank from 2001 until its merger with Renasant in 2018 and as Chief Executive Officer and a director of Brand Group Holdings, Inc. from 2003 to 2018. During his tenure, BrandBank grew from a local community bank into one of the largest privately held banks headquartered in Georgia, increasing assets to more than $2 billion while broadening its commercial banking capabilities and expanding its presence throughout the Atlanta metropolitan market. Following his departure from Renasant, Mr. Morgan led the recapitalization and acquisition of Georgia Banking Company, raising approximately $180 million of investor capital to establish a new commercial and private banking franchise focused on serving the Atlanta market. Under his leadership, the Company has pursued a disciplined growth strategy that combines organic expansion, strategic acquisitions, and prudent capital management to build a scalable banking platform positioned for long-term growth. Mr. Morgan has extensive experience in capital formation, investor relations, and merger integration and has successfully led multiple transformational transactions throughout his career. Mr. Morgan was recognized by the Atlanta Business Chronicle as a Most Admired CEO in 2025 and for multiple years has been named to Georgia Trend’s list of most influential leaders in Georgia. He currently serves as a founding trustee of the Board of Trustees of Georgia Gwinnett College and as a trustee of Hampden-Sydney College. Mr. Morgan holds a Bachelor of Arts degree in Economics from Hampden-Sydney College. \n

\n J. Craig Addison has served as Chief Human Resources Officer of Georgia Banking Company and the Bank since July 2021. Mr. Addison brings more than 30 years of banking and financial services experience, having held senior leadership roles with Bank of America, Wells Fargo, Wells Fargo Securities, Wells Fargo Advisors, and SunTrust. Throughout his career, he has led human capital, organizational design, talent management, and strategic planning initiatives in banking, wealth management, and investment banking organizations. Mr. Addison also served in the United States Army Reserve as a Legal Specialist, including service during Operation Desert Storm. He holds a Bachelor of Science in Marketing from the University of South Carolina. \n

\n David F. Black has served as the Bank’s Chief Commercial Officer since February 2024. Previously, Mr. Black served as the Bank’s Chief Risk Officer and Chief Credit Officer from February 2021 through February 2024. In his role as Chief Commercial Officer, he oversees loan production for our commercial real estate, home builder finance, mortgage warehouse, commercial and financial, private banking, and community banking lines of business. He has been in the banking industry for over 25 years and was previously the Chief Risk Officer at Cadence Bank, and the Chief Credit Officer at State Bank & Trust Company. Additionally, he has held positions at First Horizon Bank, Wachovia Bank, and SunTrust Bank, including several senior leadership roles across credit, finance, risk, mergers & acquisitions, and corporate strategy. Mr. Black holds a BBA and MBA from the Terry College of Business at the University of Georgia. \n

\n Charles M. DeWitt, III has served as Chief Financial Officer of Georgia Banking Company and the Bank since July 2026. He was the Chairman, President and Chief Executive Officer of Tandem Bank and Tandem Bancorp since their formation in 2019 and 2023, respectively. Previously, he was the Chief Executive Officer of Resurgens Bank and Resurgens Bancorp, which \n

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\n opened in 2008 and merged with Charter Financial Corp in 2017. Mr. DeWitt has experience in many aspects of commercial banking including retail, commercial lending, capital markets and investment banking, including SunTrust Robinson Humphrey. He received his Bachelor of Science from the University of Tennessee, Knoxville and is a graduate of the Graduate School of Banking at Louisiana State University. \n

\n Richard Fairey has served as President and Chief Operating Officer of Georgia Banking Company and the Bank since 2021. Mr. Fairey brings more than 35 years of banking experience and has held senior executive leadership positions with Wells Fargo, Regions Bank, Renasant Bank, and BrandBank, where he previously served as President and Chief Operating Officer. During his tenure at BrandBank, he helped lead the organization’s growth from approximately $1 billion to $2.5 billion in assets through a combination of strategic business development, expanded customer relationships, operational execution, and disciplined growth initiatives. At Georgia Banking Company, Mr. Fairey is responsible for the execution of the Company’s operating strategy and oversees information technology, deposit and loan operations, treasury services, and other critical infrastructure supporting the Company’s growth. He plays a key role in advancing the Company’s strategic initiatives, including operational integration, scalability, process improvement, and the development of capabilities necessary to support continued organic growth and acquisition activity. Mr. Fairey holds a Bachelor of Business Administration degree from Georgia State University and a Master of Business Administration degree from the Georgia Institute of Technology. \n

\n Ryan D. Nemec has served as Senior Vice President and Chief Accounting Officer of Georgia Banking Company and the Bank since September 2026. Prior to joining the Company, Mr. Nemec served as Senior Vice President and Director of Corporate Finance of Veritex Community Bank (“Veritex”) from June 2025 to September 2026 and served as Senior Vice President and Chief Accounting Officer of Veritex from September 2020 to June 2025, where Mr. Nemec was responsible for corporate accounting, financial reporting, corporate governance, investor relations and the certification of financial data contained in periodic reports filed with the SEC and regulatory agencies. Earlier at Veritex, Mr. Nemec served as Director of Financial Reporting from September 2017 to September 2020, managing the preparation and accuracy of the institution’s SEC and regulatory filings. Before joining Veritex, Mr. Nemec spent approximately six years at Ernst & Young LLP in the firm’s Financial Services Office in Dallas, Texas, where he rose to the position of Audit Manager. In that capacity, he provided audit and advisory services to banking and financial services clients across the financial services industry. Mr. Nemec is a Certified Public Accountant and holds a Bachelor of Business Administration in Accounting and Masters in Finance from Texas A&M University.\n

\n Wesley Reagan has served as the Bank’s Chief Risk Officer and Chief Credit Officer since February 2024. Prior to this role, from July 2021 to February 2024, Mr. Reagan served as Director of Credit Risk for the Bank where he instituted various credit and risk processes and procedures as the Bank established its various lines of business. Mr. Reagan has over 20 years of commercial banking and investment management experience. Prior to joining the Bank, Mr. Reagan was a Managing Director, Underwriting at White Oak Commercial Capital (“White Oak”) where he focused on structuring and underwriting lender finance transactions. Prior to White Oak, Mr. Reagan held multiple senior leadership roles at State Bank and Trust Company including Regional Credit Officer, Investment Portfolio Manager, and Director of Wholesale Lending. He began his career in commercial banking with BrandBank. Mr. Reagan is a CFA® charterholder and earned both his BBA and MBA from the Terry College of Business at the University of Georgia. \n

\n Margaret H. Whieldon has served as the Bank’s Chief Experience Officer since May 2025. In this capacity, she is responsible for overseeing the Bank’s customer and employee experience strategy, including marketing, brand management, learning and development, service excellence, and culture initiatives that support the Bank’s strategic objectives and long-term growth. From May 2021 to May 2025, Ms. Whieldon served as Senior Vice President and Director of Marketing at the Bank, where she led the development and execution of the Bank’s marketing, communications, public relations, and community engagement strategies. She played a significant role in advancing the Bank’s strategic growth initiatives, including supporting market expansion, acquisition integration efforts, brand development, investor communications, and enterprise-wide initiatives designed to strengthen organizational performance and franchise value. Prior to joining the Bank, Ms. Whieldon held senior marketing leadership positions with community banking organizations and has more than 25 years of experience in financial services marketing, communications, customer experience, and strategic growth initiatives. Ms. Whieldon earned a Bachelor of Science degree in Business Administration and Marketing from Tennessee Technological University. \n

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\n BOARD OF DIRECTORS \n

\n Our Board currently consists of nine members. The following table sets forth certain information regarding our current directors. Sarah R. Borders, James F. Deutsch, Craig Heiser, Bartow Morgan, Jr. and R. Lee Tucker, Jr., serve as the Bank’s board of directors with Ms. Borders as the chairperson of the Bank. \n

\n Name \n

\n Position(s) with \n
\n the Company \n

\n Age \n

\n Director \n
\n Since \n

\n Audit \n
\n Committee \n

\n ALCO \n

\n Compensation \n
\n Committee \n

\n Nominating & \n
\n Corporate \n
\n Governance \n
\n Committee \n

\n Risk \n
\n Committee \n

\n Sarah R. Borders \n

\n Chairperson \n

2021

\n Member \n

\n Chair \n

\n Arthur F. Anton \n

\n Director \n

2021

\n Chair \n

\n James F. Deutsch \n

\n Director \n

2021

\n Member \n

\n Henchy R. Enden \n

\n Director \n

2026

\n Member \n

\n Ryan Glover \n

\n Director \n

2021

\n Member \n

\n Craig Heiser \n

\n Director \n

2026

\n Member \n

\n Bartow Morgan, Jr. \n

\n CEO and Director \n

2021

\n Mark Scheinfeld \n

\n Director \n

2025

\n Member \n

\n R. Lee Tucker, Jr. \n

\n Director \n

2021

\n Chair \n

\n Member \n

\n Chair\n

\n The following is a brief discussion of the business and banking background and experience of our directors. The director biographies also contain information regarding the person’s experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director. No director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director except as disclosed below. \n

\n Sarah R. Borders has served as a member of our Board since February 2021 and was appointed Chairperson in July 2026. Since October 2023, Ms. Borders has served as Executive Vice President and General Counsel for Novare Group, a Sunbelt focused multi-family real estate development company. Prior to her time at Novare, until December 2022, Ms. Borders was a partner of King & Spalding LLP where she practiced in the Finance and Restructuring and Real Estate practice groups with a focus on financial institutions. Ms. Borders has extensive experience representing both creditors and debtors in some of the nation’s largest workouts, restructurings and bankruptcy cases as well as sophisticated real estate financing transactions. Ms. Borders is a fellow in the American College of Bankruptcy, has been recognized as one of Georgia’s “Legal Elite” for several years and Chambers USA selected her as a star individual, its highest rating, in her practice area. Ms. Borders served on the BrandBank board of directors prior to its merger with Renasant in 2018. Ms. Borders graduated from Louisiana State University and the University of Virginia School of Law. We believe Ms. Borders is qualified to serve as the chairperson of our Board because of her legal expertise, experience representing companies and financial institutions, and her extensive experience in commercial real estate. \n

\n Arthur F. Anton has served as a member of our Board since February 2021. Mr. Anton worked at Swagelok Company, a manufacturer of fluid system solutions, from 1998 to 2019. He served in various roles over the years including Chief Executive Officer from 2002 to 2019, with the last four serving as Chairman. Prior to joining Swagelok, Mr. Anton was a Partner at Ernst & Young, where he led the Midwest financial services practice. He currently serves on the boards of the Rock & Roll Hall of Fame, Diebold Nixdorf, Inc., SunCoke Energy, Inc. (NYSE: SXC), Union Home Mortgage and Great Lakes Cheese. Mr. Anton earned his B.S. in Economics and Accounting from City University of New York and his MBA from Case Western Reserve University. We believe Mr. Anton is qualified to serve as a member of our Board because of his extensive board experience across industries, his executive management experience, and his expertise in accounting within the financial service industry. \n

\n James F. Deutsch has served as a member of our Board since February 2021. Mr. Deutsch joined Patriot Financial Partners (“Patriot”) in 2012, a private equity firm, where he currently serves as a Senior Partner, and has over 40 years of experience in banking. Prior to joining Patriot, Mr. Deutsch served as the President and CEO of Team Capital Bank, a private institution headquartered in Bethlehem, Pennsylvania. He was also one of the founding members of Team Capital. Prior to Team Capital, Mr. Deutsch spent 25 years managing various lending groups including community bank lending, regional lending and national lending programs at Commerce Bancorp, Inc., Brown Brothers Harriman and Summit Bancorp. Mr. Deutsch has served on the board of directors of more than 10 banks over the last 15 years. He currently serves on the boards of Avidbank Holdings, Inc. and Midland States Bancorp, Inc. Mr. Deutsch has also served on the boards of many civic and professional organizations during his career including serving as the Chair of The State Theatre, Valley Youth House, The Bethlehem YMCA and the Hugh \n

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\n Moore Historical Parks and Museums. He formerly served on the board of the Minsi Trails Boy Scout Council. Mr. Deutsch received his B.S. degree in Finance and his MBA from Lehigh University. We believe Mr. Deutsch is qualified to serve as a member of our Board due to his experience as a Chief Executive Officer of a bank, and his extensive experience as a board member in the banking and the financial services industry. \n

\n Henchy R. Enden has served as a member of our Board since June 2026. Ms. Enden was appointed to our Board pursuant to that certain Investor Rights Agreement, dated as of June 17, 2026, by and between the Bank and CF GBC Investors LP. Since January 2024, Ms. Enden has served as a Managing Director at Fortress Investment Group (“Fortress”), an investment firm based in New York. Prior to joining Fortress, Ms. Enden was a portfolio manager and equity analyst for MFP Investors LLC, an investment management company based in New York, beginning in 2004. Ms. Enden has served as a director of FirstSun Capital Bancorp (Nasdaq: FSUN) since April 2026. She previously served as a director of First Foundation Inc. from 2024 until it merged with and into FirstSun. She also previously served as a director of Avidbank Holdings, Inc. (Nasdaq: AVBH) from August 2022 to January 2024, Dynasty Financial Partners from November 2021 to January 2024, Atlantic Capital Bancshares Inc. from June 2015 until its March 2022 purchase by SouthState Bank (NYSE: SSB), and First Security Bank, from 2013 until its 2015 purchase by Atlantic Capital. In addition, Ms. Enden previously served as a director of Bridgeview Bancorp, a bank in Chicago, Illinois, from July 2015 until its May 2019 acquisition by First Midwest Bancorp. Ms. Enden also served as a director of West Coast Bancorp, a bank in Lake Oswego, Oregon, from January 2012 until its April 2013 acquisition by Columbia Banking System, Inc. (Nasdaq: COLB). Ms. Enden graduated from Touro College with a BS degree in Finance and Economics and from Columbia Business School with an MBA. We believe Ms. Enden is qualified to serve as a member of our Board because of her extensive experience serving as a director on boards within the banking industry and her experience as an investor in financial institutions. \n

\n Ryan Glover has served as a member of our Board since April 2021. Mr. Glover has more than 20 years of experience delivering products focused on the African American community. Mr. Glover is a seasoned Entertainment Industry veteran and started Bounce TV in 2011. Bounce was the first African American Nationwide Broadcast Network. Mr. Glover also founded Noontime Records, a label responsible for more than a dozen Billboard No. 1 hits and is a co-founder of Greenwood, a mobile banking platform inspired by the early 1900’s Greenwood District. Mr. Glover graduated from Howard University. We believe Mr. Glover is qualified to serve as a member of our Board because of his experience as an entrepreneur of multiple successful companies, his business acumen and mobile banking experience. \n

\n Craig Heiser has served as a member of our Board since June 2026. Mr. Heiser is President of Cardinal Gates, Inc., a manufacturer and distributor of child and pet safety products, which he acquired in 2004. Under his leadership, Cardinal has become a recognized industry brand, earning two industry awards for new product development. He was named a 2024 Georgia VFW Veteran Employer of the Year and served on the Board of the Juvenile Products Manufacturers Association. Mr. Heiser is also the owner and operator of Scitex Supply, a distributor of cleanroom supplies serving industrial customers throughout the United States. Prior to acquiring Cardinal, Mr. Heiser spent his early career in banking with SunTrust Bank and Wachovia Bank. He was involved with the organization of Tandem Bank, which was acquired by the Bank in June 2026, and served on its Board of Directors from 2019 to 2026, including service on board committees and acting as Chair of the Directors Loan Committee. He is a former member of the Entrepreneurs’ Organization Atlanta. Mr. Heiser holds a BA from the University of the South (Sewanee) and an MBA from Wake Forest University. We believe Mr. Heiser is qualified to serve as a member of our Board because of his prior bank board experience, including chairing the Directors Loan Committee at Tandem, and his business background and experience as President of Cardinal Gates, Inc. \n

\n Bartow Morgan, Jr. has served as a member of our Board since February 2021. See Mr. Morgan’s business experience in the Management section. We believe Mr. Morgan is qualified to serve as a member of our Board because of his experience as a Chief Executive Officer of multiple banks, his leadership of the Bank, and his experience in the financial services industry. \n

\n Mark Scheinfeld has served as a member of our Board since February 2025. Mr. Scheinfeld is a licensed attorney and owns his private practice, Mark A. Scheinfeld, LLC, which he started in October 1998. Mr. Scheinfeld is also a real estate investor, builder, and developer. He is the president and owner of both SCC Construction, Inc., which he founded in 1976, and SCC Atlanta Inc., which he founded in 1984. Mr. Scheinfeld is a partner and Chief Executive Officer in the DSO Right Smile Center, LLC and serves on the Georgia Board of Dentistry. Mr. Scheinfeld serves as a director of Interactive College of Technology. Mr. Scheinfeld served on the Georgia Commission on the Holocaust for 19 years. Mr. Scheinfeld served on the board of directors of Georgia Primary Bank prior to its merger with the Bank in 2025. He received a BA from Emory University, an MBA from Georgia State University and a J.D. from John Marshall Law School. We believe Mr. Scheinfeld is qualified to serve as a member of our Board because of his legal background, his business experience as an entrepreneur and his community leadership. \n

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\n R. Lee Tucker, Jr. has served as a member of our Board since February 2021. Mr. Tucker is one of the founding partners of Mahaffey Pickens Tucker, LLP, a business law firm with operations throughout the State of Georgia and the southeastern United States, which was founded in 2006. He maintains a broad-based legal practice and acts as “general counsel” for many of his clients. Mr. Tucker serves fiduciary roles with numerous civic organizations in the northern Atlanta metropolitan area. Mr. Tucker served on the BrandBank board prior to its merger with Renasant in 2018. He received his J.D., cum laude, from the Georgia State University College of Law where he was a member of the Georgia State University Law Review and earned a B.A. in History from the University of Georgia. We believe Mr. Tucker is qualified to serve as a member of our Board due to his corporate legal expertise, his prior experience as a bank board member, and his community leadership. \n

\n Director Selection Process \n

\n Our Board seeks director candidates who uphold the highest standards, are committed to our values and are strong independent stewards of the long-term interests of shareholders. Our Nominating and Corporate Governance Committee (the “NCGC”) considers Board composition on an ongoing basis, with a focus on establishing a board of directors with the skills and experience required to effectively oversee the Company’s present and future operations and strategy. The NCGC and our Board seek a diverse group of directors with experience in banking and other aspects of business that are relevant to our businesses and operations. \n

\n The NCGC also oversees the director nomination process. In considering whether to nominate a director for election, the NCGC considers, among other things: \n

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\n

\n Whether the director possesses personal and professional integrity, sound judgment, forthrightness and has sufficient time and energy to devote to the affairs of the Company; \n

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\n

\n Whether the director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust; \n

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\n The extent of the director’s business and financial acumen and experience, especially in the financial services and products areas; \n

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\n Whether the director assists in achieving a mix of Board members that represents a diversity of background and experience; \n

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\n Whether the director would be considered a “financial expert” or “financially literate” as defined in applicable law; \n

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\n

\n Whether the director, by virtue of particular technical expertise, experience or specialized skill relevant to the Company’s current or future business, will add specific value as a Board member, including business contacts, reputation, visibility, community involvement, regulatory experience, and independence; \n

\n •\n
\n

\n Whether the director is free from conflicts of interest with the Company; and \n

\n •\n
\n

\n Any factors related to the ability and willingness of a new director to serve, or an existing director to continue his/her service. \n

\n In addition to the foregoing director selection process, certain of our investors have contractual rights to designate individuals to serve on our Board. Pursuant to the terms of investor rights agreements entered into in connection with the Recapitalization, each of Patriot and Bartow Morgan, Jr. has the right to designate one representative to serve on each of our and the Bank’s board of directors, and one observer to attend meetings of each such board. These designation rights remain in effect for so long as Patriot or Mr. Morgan, as applicable, together with their respective affiliates, beneficially own at least 50.0% of the shares of common stock acquired by such investor in the Recapitalization or at least 4.9% of our outstanding common stock. Pursuant to the terms of an investor rights agreement entered into in connection with the June 2026 Private Placement with Fortress, Fortress has the right to designate one representative to serve on our Board for so long as Fortress and its affiliates beneficially own at least 50.0% of the shares of common stock acquired by Fortress in the June 2026 Private Placement or at least 4.9% of our outstanding common stock. We have agreed to recommend that our shareholders elect each board designee of Patriot, Mr. Morgan and Fortress to our Board. James F. Deutsch currently serves on our Board as Patriot’s designee, and Henchy R. Enden currently serves on our Board as Fortress’s designee. Mr. Morgan serves as our Chief Executive Officer and as a member of our Board. For additional information regarding the investor rights agreements, see “Description of Capital Stock — Transactions with Certain Investors — Board Representation and Information Rights.” \n

\n Director Independence \n

\n Under the rules of Nasdaq Stock Market, independent directors must comprise a majority of our Board within a specified period of time after our common stock is listed. The rules of Nasdaq Stock Market, as well as those of the SEC, also impose \n

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\n several other requirements with respect to the independence of our directors. Our Board has evaluated the independence of its members based upon the rules of Nasdaq Stock Market and the SEC. Applying these standards, our Board has determined that all of our directors other than our Chief Executive Officer, Mr. Morgan, are independent directors, as defined under the applicable rules. \n

\n Committees of our Board \n

\n We conduct business through meetings of our Board and its committees. Our Board has established standing committees, including ALCO, Audit Committee, Compensation Committee, NCGC and Risk Committee. Each of these committees operates under a written charter, which governs its composition, responsibilities and operations. Our Board also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents. \n

\n Asset/Liability Management Committee \n

\n The primary function of ALCO is to assess and manage the interest rate risk, and make recommendations to management and our Board regarding the appropriate balance and pricing of assets and liabilities (both coupon and maturity) to increase or decrease the level of risk (and reward) in the current tactical and strategic business framework in light of current and prospective economic conditions, competitive pressures, internal resources, and the regulatory/governmental environment. Among other things ALCO: \n

\n •\n
\n

\n monitors and quantifies our interest rate risk, both on and off-balance sheet; \n

\n •\n
\n

\n recommends changes in our tactical and strategic plans to increase interest rate risk in support of increased earnings; to decrease interest rate risk in support of protecting earnings; or to maintain current levels of risk; \n

\n •\n
\n

\n reviews, considers, and recommends changes in certain products, services, organization structure, policies, and procedures consistent with its mission and other responsibilities; \n

\n •\n
\n

\n anticipates changes in the Bank’s environments that will affect our and the Bank’s risk position, including by the use of modeling tools subject to model validation; and \n

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\n

\n annually reviews the ALCO charter and the committee’s performance. \n

\n ALCO is composed solely of members who satisfy the applicable independence requirements of the SEC and Nasdaq Stock Market. \n

\n Audit Committee \n

\n The primary function of the Audit Committee is to oversee our and the Bank’s accounting and financial reporting processes and the audit of our and the Bank’s financial statements. Among other things, the Audit Committee: \n

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\n

\n has sole power to appoint, evaluate, oversee, determine the compensation of, and if necessary, terminate our independent registered public accounting firm; \n

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\n reviews and approves the scope of the annual audit, audit fees and financial statements; \n

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\n reviews and discusses at least four times annually the adequacy and effectiveness of internal control over financial reporting and disclosure controls and procedures; \n

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\n oversees the internal audit function and corporate policies with respect to financial information; \n

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\n reviews and discusses with management and the independent accountants significant accounting and financial reporting issues and their impact on the financial statements; \n

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\n oversees investigations into complaints concerning financial matters, if any; \n

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\n reviews related party transactions as required; \n

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\n monitors our code of ethics and business conduct to investigate any alleged breach or violation of the code, and to enforce provisions of the code; and \n

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\n annually reviews the Audit Committee charter and the committee’s performance. \n

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\n The Audit Committee works closely with management as well as our independent registered public accounting firm and third-party internal audit firm. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. \n

\n The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the SEC and Nasdaq Stock Market for Audit Committees and our Board has determined that Arthur F. Anton qualifies as an “audit committee financial expert” under applicable SEC rules. \n

\n Compensation Committee \n

\n The Compensation Committee is responsible for discharging our Board’s responsibilities relating to compensation of the executives and directors. Among other things, the Compensation Committee: \n

\n •\n
\n

\n review and approve annually the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance against those goals and objectives, and determine and approve the Chief Executive Officer’s compensation level based on this evaluation; \n

\n •\n
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\n with the assistance of the Chief Executive Officer, review and approve the individual elements of total compensation for the other executive officers and other members of the executive management team; \n

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\n

\n periodically evaluate and oversee the administration of our and the Bank’s short-term and long-term incentive compensation plans, including stock incentive plans and other incentive pay plans, and as appropriate amend or recommend to the board of directors amendments to those plans; \n

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\n review and oversee compensation and benefit plans; \n

\n •\n
\n

\n review and approve the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements (including, without limitation, perquisites and any other form of compensation) for the Chief Executive Officer, other senior executive officers and other members of the executive management team; \n

\n •\n
\n

\n periodically review the forms and amounts of director compensation, including cash fees and equity-based compensation, and make recommendations to the board of directors concerning director compensation and determine the amount in advance of the annual meeting of the shareholders; and \n

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\n

\n annually reviews the Compensation Committee charter and the committee’s performance. \n

\n The Compensation Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and Nasdaq Stock Market. \n

\n Nominating and Corporate Governance Committee \n

\n The NCGC is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the NCGC is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to our Board concerning governance matters. Among other things, the NCGC: \n

\n •\n
\n

\n identifies qualified individuals to be directors consistent with the criteria approved by our Board and recommending director nominees to the full Board; \n

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\n periodically reviews the size and composition of our Board and its committees, including independence and qualification criteria; \n

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\n periodically reviews and assesses our and the Bank’s organizational documents and recommends any changes to our Board as necessary; \n

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\n reviews and makes recommendations to our Board regarding any material communications to our shareholders relating to matters overseen by the NCGC; \n

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\n develops and recommends to our Board for approval an officer succession plan, periodically reviews the plan, develops and evaluates potential candidates for executive positions, and recommends to our Board any changes to, and candidates for succession under, the plan; \n

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\n annually reviews and assesses the adequacy of our corporate governance guidelines and other corporate governance policies and, if appropriate, recommends changes to our Board; and \n

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\n annually reviews the NCGC’s charter and the committee’s performance. \n

\n The NCGC is composed solely of members who satisfy the applicable independence requirements of the SEC and Nasdaq Stock Market. \n

\n Risk Committee \n

\n The Risk Committee is responsible for assisting our Board and the Bank’s board of directors in fulfilling their respective oversight responsibilities relating to risk management practices, including the risk management framework, and maintaining free and open communication between the directors, the risk management and governance functions, and management. Among other things, the Risk Committee: \n

\n •\n
\n

\n oversees management’s credit governance committee activities, including review of applicable loan policies and procedures regarding credit approval authority, establishment of credit concentration limits, credit administration, credit and lending strategies, and the quality and performance of the Bank’s credit portfolio; \n

\n •\n
\n

\n reviews and recommends to the Bank board of directors for approval key policies establishing risk management governance and procedures, risk control infrastructure for the Bank’s operation, and, where appropriate, provide feedback to management on the proposed structure and content of such policies; \n

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\n

\n oversees and reviews various aspects of operational risk, including risks related to line of business operations, information technology and systems, data management and information security, and third-party and vendor-management risk; \n

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\n oversees and reviews various aspects of compliance-related risk, including risks related to the Bank’s adherence to applicable regulations; \n

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\n reviews with the Chief Risk Officer and counsel any legal matters or risks; \n

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\n reviews the status and adequacy of management action plans related to examination reports issued by any regulatory agency examinations, if applicable, and other significant regulatory or governmental correspondence or actions; and \n

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\n

\n annually reviews the Risk Committee charter and the committee’s performance. \n

\n The Risk Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and Nasdaq Stock Market. \n

\n Board Oversight of Risk Management \n

\n Our Board believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face. \n

\n The Risk Committee reviews, and assesses the effectiveness of, our enterprise risk management program, which is designed to assist our Board, management, and our business lines in identifying and monitoring major risks to mitigate potential losses or adverse impacts to the Company’s position. Our Risk Committee also reviews the strategies, policies, procedures, reports, models and systems established by management to identify, assess, measure, and manage the major risks facing us. The audit committee is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting) and, through its oversight of our internal audit function, assessing the overall effectiveness of our risk management framework. \n

\n The Compensation Committee has primary responsibility for risks and exposures associated with our human resources, compensation policies, plans and practices, regarding both executive compensation and the compensation structure generally. In particular, our Compensation Committee reviews and approves all human resources and talent-related components of our risk metrics. Further, the Compensation Committee, in conjunction with our Chief Human Resources Officer and other members of our senior management as appropriate, is responsible for overseeing whether our incentive compensation arrangements are consistent with our compensation philosophy and applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The nominating and corporate governance committee oversees risks associated with the independence of our Board and potential conflicts of interest. \n

\n Our senior management is responsible for implementing and reporting to our Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and \n

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\n execution risks, on a day-to-day basis. Our senior management is also responsible for creating and recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives. \n

\n The role of our Board in our risk oversight is consistent with our leadership structure, with our senior management having responsibility for identifying, assessing, measuring and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systematic and effective approach for identifying, managing and mitigating risks throughout our operations. \n

\n Compensation Committee Interlocks and Insider Participation \n

\n None of the members of our Compensation Committee is or has been one of our officers or employees. None of our executive officers currently serve, or in the past year has served, as a member of the Compensation Committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee. \n

\n Indemnification and Insurance \n

\n We maintain a directors’ and officers’ liability policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. Our Articles of Incorporation and Bylaws include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. See the section entitled “Description of Capital Stock — Indemnification of Directors and Officers.” \n

\n Code of Conduct and Ethics \n

\n We have a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be posted on our principal corporate website at www.georgiabanking.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference. In addition, we intend to post on our website all disclosures that are required by law or the rules of Nasdaq Stock Market concerning any amendments to, or waivers from, any provision of the code. \n

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\n EXECUTIVE AND DIRECTOR COMPENSATION \n

\n As an emerging growth company under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of executive compensation to our principal executive officer and our two other most highly compensated executive officers, which are referred to as our “named executive officers.” \n

\n Our named executive officers (“NEOs”), which consist of our principal executive officer and the Company’s two other most highly compensated executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2025, are: \n

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\n Bartow Morgan, Jr., Chief Executive Officer; \n

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\n Richard Fairey, President and Chief Operating Officer; and \n

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\n David Black, Chief Commercial Officer. \n

\n Summary Compensation Table \n

\n The following table sets forth certain information with respect to the compensation paid to our named executive officers for the fiscal year ended December 31, 2025: \n

\n \n Name and Principal Position \n \n	\n \n Salary \n \n			\n \n Bonus \n \n	\n \n Stock Awards(1)\n \n			\n \n All Other\n \n Compensation(3)\n \n	\n \n Total\n \n Compensation \n \n
\n \n Bartow Morgan, Jr. \n \n (Chief Executive Officer) \n \n		$	500,000			$	650,000			$	500,000	$	16,825	$	1,666,825
\n \n Richard Fairey\n \n (President/Chief Operating Officer) \n \n		$	375,000			$	1,300,000(2)			$	150,000	$	27,287	$	1,852,287
\n \n David Black \n \n (Chief Commercial Officer) \n \n		$	375,000			$	350,000			$	225,000	$	11,945	$	961,945

\n (1)\n
\n

\n The amounts reported here do not reflect the actual economic value realized by each named executive officer. In accordance with SEC rules, the Stock Awards column reflects the grant date fair value of restricted stock unit (“RSU”) awards, calculated in accordance with ASC 718. For additional information, see Note 14 in our consolidated financial statements included in this prospectus. The assumptions used in calculating the grant date fair value of the RSUs reported in this table are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation.” \n

\n (2)\n
\n

\n Mr. Fairey’s bonus includes $500,000 granted under our non-equity incentive plan and an $800,000 one-time bonus. \n

\n (3)\n
\n

\n All Other Compensation for 2025 includes the following: \n

\n \n Name \n \n	\n \n Health and Welfare\n \n Reimbursement \n \n			\n \n 401(k) Matching\n \n Contributions \n \n	\n \n Additional \n \n Reimbursement \n \n
\n \n Bartow Morgan, Jr. \n \n		$	2,836			$	13,989	$	—
\n \n Richard Fairey \n \n		$	—			$	13,992	$	13,295
\n \n David Black \n \n		$	—			$	11,945	$	—

\n Narrative Disclosure to Summary Compensation Table \n

\n Base Salaries. Base salary represents the fixed portion of each NEO’s compensation and is intended to provide compensation for expected day-to-day performance. Our NEOs received aggregate salaries for 2025 in the amounts reported above in the Summary Compensation Table. \n

\n Non-Equity Incentive Plan; Bonuses. Our NEOs are eligible to receive an annual bonus. Our annual incentive plan for executive officers is designed to align compensation with the achievement of financial, strategic, and risk management objectives. For 2025, 65% of incentive opportunities were tied to financial performance and credit quality measures, while 35% were tied to the achievement of business-specific strategic objectives. Awards are based on Board-approved performance goals and are intended to reinforce sustainable growth, profitability, prudent risk management, and long-term shareholder value creation. \n

\n RSUs. In 2025, the Company granted RSUs to the NEOs, which vest equally over four years subject to the NEO’s continued service on such date, as follows: Mr. Morgan 21,730; Mr. Fairey 6,519; and Mr. Black 9,778. The Company granted \n

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\n the RSUs to advance its long-term financial success by attracting, retaining, and rewarding individuals who contribute meaningfully to that success, and to better align their interests with those of shareholders. In January 2026, the Company granted RSUs to Mr. Morgan 21,739; Mr. Fairey 6,087; and Mr. Black 9,783. RSU awards were granted under, and pursuant to the terms and conditions of, the Company’s 2021 Stock Incentive Plan prior to its amendment and restatement. \n

\n 401(k) Plan. The Company maintains a defined contribution plan under which eligible employees may elect to defer a portion of their compensation and receive certain employer contributions (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of the Bank. Eligible employees are immediately enrolled into the 401(k) Plan. \n

\n Under the 401(k) Plan, a participant may elect to defer, on a pretax basis, a portion of their eligible compensation. In addition to salary deferral contributions, the Bank makes a discretionary matching contribution. For the most recent plan year, the matching contribution was equal to 100% of employee deferrals up to 3% of eligible compensation and 50% of employee deferrals on the next 2% of eligible compensation (up to 5% of eligible compensation in the aggregate). A participant is immediately 100% vested in his or her salary deferral contributions. A participant’s vested percentage in the Bank’s matching contributions is determined under a four-year graded vesting schedule, beginning at 25% after year one and increasing 25% per year, reaching 100% after four years of service. Participants become vested in employer profit sharing contributions pursuant to the same four-year graded vesting schedule. \n

\n Health and Welfare Benefits. Our named executive officers are eligible to participate in the same benefit plans designed for all of our eligible employees, including medical, dental, vision, disability and basic group life insurance coverage. \n

\n Perquisites. We provide our named executive officers with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers. \n

\n Amended and Restated 2021 Stock Incentive Plan \n

\n On July 28, 2026, our Board approved the Amended and Restated Georgia Banking Company, Inc. 2021 Stock Incentive Plan (the “2021 Stock Incentive Plan”), which amends and restates the Georgia Banking Company, Inc. 2021 Stock Incentive Plan, effective as of April 27, 2021. The 2021 Stock Incentive Plan is intended to promote the success, and enhance the value of the Company by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The 2021 Stock Incentive Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operations is largely dependent. The 2021 Stock Incentive Plan is administered by the Compensation Committee. The following is a summary of the material terms of the 2021 Stock Incentive Plan: \n

\n Permissible Awards. The 2021 Stock Incentive Plan authorizes the granting of awards in any of the following forms: \n

\n •\n
\n

\n options to purchase shares of our common stock, which may be designated under the tax code as nonstatutory stock options (which may be granted to all participants) or incentive stock options (which may be granted to officers and employees but not to consultants or non-employee directors); \n

\n •\n
\n

\n stock appreciation rights, or SARs, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award agreement) between the fair market value per share of our common stock on the date of exercise over the base price of the award; \n

\n •\n
\n

\n restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee; \n

\n •\n
\n

\n restricted stock units, or RSUs, which represent the right to receive shares of our common stock (or an equivalent value in cash or other property, as specified in the award agreement) in the future, based upon the attainment of stated vesting criteria; \n

\n •\n
\n

\n deferred stock units, or DSUs, which represent the right granted to receive shares of our common stock (or an equivalent value in cash or other property, as specified in the award agreement) at a future time as determined by the Compensation Committee, or as determined by the recipient within guidelines established by the Compensation Committee in the case of voluntary deferral elections; \n

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\n •\n
\n

\n performance awards, which are awards payable in cash or stock upon the attainment of specified performance goals (any award that may be granted under the 2021 Stock Incentive Plan may be granted in the form of a performance award); \n

\n •\n
\n

\n other stock-based awards in the discretion of the Compensation Committee, including unrestricted stock grants; and \n

\n •\n
\n

\n cash-based awards, including annual bonuses. \n

\n Dividend equivalent rights, which entitle the participant to payments in cash or property calculated by reference to the amount of dividends paid on the shares of stock underlying an award, may be granted with respect to awards other than options or SARs. \n

\n Authorized Shares. Subject to adjustment as provided in the 2021 Stock Incentive Plan, the aggregate number of shares of our common stock reserved and available for issuance pursuant to awards granted under the 2021 Stock Incentive Plan is 1,125,000 shares, all of which may be granted as incentive stock options. In the event of a nonreciprocal transaction between us and our shareholders that causes the per share value of our common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under the 2021 Stock Incentive Plan will be adjusted proportionately, and the Compensation Committee must make such adjustments to the 2021 Stock Incentive Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. \n

\n Limit on Compensation Payable to Non-Employee Directors. With respect to any one calendar year, the aggregate compensation that may be granted to any non-employee director, including all meeting fees, cash retainers and retainers granted in the form of awards, may not exceed $500,000. For purposes of such limit, the value of awards will be determined based on the aggregate grant date fair value of all awards issued to the director in such year (computed in accordance with applicable financial accounting rules). \n

\n Limitations on Transfer; Beneficiaries. No award will be assignable or transferable by a participant other than by will or the laws of descent and distribution or, except in the case of an incentive stock option, pursuant to a domestic relations order that would satisfy section 414(p)(1)(A) of the Code if such section applied to an award under the 2021 Stock Incentive Plan; provided, however, that the Compensation Committee may permit other transfers (other than transfers for value). A participant may, in the manner determined by the Compensation Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death. \n

\n Acceleration of Vesting upon Death or Disability. Except as otherwise provided in the award certificate or any special 2021 Stock Incentive Plan document governing an award, upon the termination of a participant’s service by reason of death or disability: (i) all of such participant’s outstanding options and stock appreciation rights will become fully exercisable; (ii) the time-based vesting restrictions on outstanding awards will lapse; and (iii) the payout opportunities attainable under all of that participant’s outstanding performance-based awards will be deemed to have been fully earned as of the date of termination as follows: (i) if the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will be deemed to have been achieved at the “target” level, and (ii) if the date of termination occurs during the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and (iii) in either such case, the awards will payout on a pro-rata basis, based on the length of time within the performance period that has elapsed prior to date of termination. \n

\n Discretionary Acceleration. Our Compensation Committee may, in its discretion, accelerate the vesting and/or payment of any awards for any reason. Our Compensation Committee may discriminate among participants or among awards in exercising such discretion. \n

\n Certain Transactions. Upon the occurrence or in anticipation of certain corporate events or extraordinary transactions, the Compensation Committee may also make discretionary adjustments to awards, including settling awards for cash, providing that awards will become fully vested and exercisable, providing for awards to be assumed or substituted, or modifying performance targets or periods for awards. \n

\n Termination and Amendment. The 2021 Stock Incentive Plan will terminate on April 27, 2031, the tenth anniversary of the date our shareholders approved the 2021 Stock Incentive Plan. Our Board or Compensation Committee may, at any time and from time to time, terminate or amend the 2021 Stock Incentive Plan, but if an amendment to the 2021 Stock Incentive Plan would constitute a material amendment requiring shareholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to shareholder approval. No termination or amendment of the 2021 Stock \n

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\n Incentive Plan may adversely affect any award previously granted under the 2021 Stock Incentive Plan without the written consent of the participant. Without the prior approval of our shareholders, and except as otherwise permitted by the anti-dilution provisions of the 2021 Stock Incentive Plan, the 2021 Stock Incentive Plan may not be amended to directly or indirectly reprice, replace or repurchase “underwater” options or SARs. \n

\n Our Compensation Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by our shareholders or otherwise permitted by the anti-dilution provisions of the 2021 Stock Incentive Plan, (i) the exercise price or base price of an option or SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for cash, other awards, or options or SARS with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise, (iii) we may not repurchase an option or SAR for value (in cash or otherwise) from a participant if the current fair market value of the shares of our common stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR, and (iv) the original term of an option or SAR may not be extended. \n

\n Prohibition on Repricing. As indicated above under “Termination and Amendment,” outstanding stock options and SARs cannot be repriced, directly or indirectly, without the prior consent of our shareholders. The exchange of an “underwater” option or stock appreciation right (i.e., an option or stock appreciation right having an exercise price or base price in excess of the current market value of the underlying stock) for cash or for another award would be considered an indirect repricing and would, therefore, require the prior consent of our shareholders. \n

\n Certain Federal Income Tax Effects. The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2021 Stock Incentive Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State and local income tax consequences are not discussed and may vary from locality to locality. \n

\n Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to us upon the grant of a nonstatutory stock option under the 2021 Stock Incentive Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of our common stock received upon exercise of the option at the time of exercise over the exercise price, and we will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held. \n

\n Incentive Stock Options. There typically will be no federal income tax consequences to the optionee or to us upon the grant or exercise of an incentive stock option. If the optionee holds the acquired option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and we will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and we will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income. \n

\n SARs. A participant receiving a SAR under the 2021 Stock Incentive Plan will not recognize income, and we will not be allowed a tax deduction, at the time the award is granted. When the participant exercises a SAR, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the participant, and we will be allowed a corresponding federal income tax deduction at that time. \n

\n Restricted Stock. Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and we will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of our common stock as of that date (less any amount he or she paid for the stock), and we will be allowed a corresponding federal income tax deduction at that time. If the participant files an election under Section 83(b) of the tax code within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and we will be allowed a corresponding federal income tax deduction at that time. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) election. \n

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\n Restricted or Deferred Stock Units. A participant will not recognize income, and we will not be allowed a tax deduction, at the time a stock unit award is granted. When the participant receives or has the right to receive shares of common stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of our common stock or other property as of that date (less any amount he or she paid for the stock or property), and we will be allowed a corresponding federal income tax deduction. \n

\n Georgia Banking Company, Inc. 2017 Long-Term Incentive Plan \n

\n On March 1, 2025, in connection with the merger with Georgia Primary, the Company adopted the Georgia Banking Company, Inc. 2017 Long-Term Incentive Plan (the “2017 Long-Term Incentive Plan”), which was formerly known as the Primary Bancshares, Corporation 2017 Long-Term Incentive Plan. The 2017 Long-Term Incentive Plan has not been approved by the Company’s shareholders.\n

\n The 2017 Long-Term Incentive Plan reserves 139,326 shares of our common stock for issuance. In connection with the merger, outstanding options to purchase shares of Georgia Primary common stock that were granted under the 2017 Long-Term Incentive Plan were converted into options to purchase shares of our common stock using an exchange ratio of 0.5870 and became fully vested and exercisable at the effective time of the merger.\n

\n The 2017 Long-Term Incentive Plan permits the grant of new equity incentives to eligible service providers, including our officers, employees, directors and consultants. No Incentive Stock Options may be granted under the 2017 Long-Term Incentive Plan unless and until our shareholders approve the 2017 Long-Term Incentive Plan. The 2017 Long-Term Incentive Plan is administered by the Compensation Committee. \n

\n Deferred Compensation Plan \n

\n We began offering a non-qualified deferred compensation plan during 2021 for certain officers and members of our Board (the “Deferred Compensation Plan”). The Deferred Compensation Plan provides for the pre-tax deferral of compensation, fees, and other specified benefits and permits each employee participant to elect to defer a portion of their base salary, bonus, or commission and permits each director participant to elect to defer all or a portion of their director’s fees. \n

\n Further, the Deferred Compensation Plan allows for a discretionary Company match to any deferred bonus allocated to a fund that tracks the performance of our common stock. Deferred bonuses vest ratably over five years while our match cliff vests on the fifth anniversary of the grant date. Our NEOs are not eligible to receive a match from us on their deferrals. \n

\n All transactions tied to stock between us and the Deferred Compensation Plan were initially at a stock price obtained from an independent valuation, which may include valuations prepared in connection with merger or acquisition transactions. Our Board could have also elected to make a discretionary contribution to any or all participants. At December 31, 2025 and 2024, assets related to the Deferred Compensation Plan totaled $4.4 million and $3.2 million, respectively, and are included in accrued interest and other assets on the consolidated balance sheets. At December 31, 2025 and 2024, liabilities related to the Deferred Compensation Plan totaled $11.4 million and $8.2 million, respectively, and are included in accrued interest and other liabilities on the consolidated balance sheets. During 2025 and 2024, revenues of $1.2 million and $1.1 million, respectively, were recognized and included in other noninterest income in the consolidated statements of income along with expenses $3.3 million and $2.8 million, respectively, that were included in salaries and employee benefits in the consolidated statements of income. \n

\n The Deferred Compensation Plan was amended and restated by the Compensation Committee on September 30, 2026.\n

\n Employment Agreements \n

\n The Company and the Bank are parties to an amended and restated employment agreement with Bartow Morgan, Jr., Chief Executive Officer of the Company and the Bank. The amended and restated employment agreement has an initial three-year term and renews automatically for successive one-year periods thereafter, unless written notice of non-renewal is provided by either party no less than 90 days prior to the end of the then-current term. The agreement provides Mr. Morgan a base salary, currently $500,000, which may be increased at the discretion of our Board during the term of the amended and restated employment agreement but may not be decreased. In addition to base salary, Mr. Morgan is eligible to participate in the annual cash incentive plan, with a minimum target Annual Bonus opportunity of no less than 50% of his Annual Base Salary, and the equity award plan (both of which are described above). Mr. Morgan is also eligible to participate in all health and welfare benefit plans, practices, policies and programs available to similarly situated senior executives of the Company, including treatment provided under the executive health program. Mr. Morgan is further eligible to maintain life insurance arrangements providing death benefits and/or premium payment assistance benefits to the same extent applicable to similarly situated senior executives of \n

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\n the Company. All reasonable travel and other business expenses incurred by Mr. Morgan in the performance of his duties are reimbursed by the Bank in accordance with its reimbursement policy, as amended from time to time. In addition, the Bank will reimburse Mr. Morgan for educational expenses related to his professional development and for membership in professional and civic organizations, subject in each instance to advance approval by the Bank’s board of directors for amounts in excess of $1,000. \n

\n We are not a party to any other executive employment agreements but are a party to certain change in control agreements with our other named executive officers. See the section “— Potential Payments Upon Termination of Employment or Change in Control” below. \n

\n Outstanding Equity Awards at 2025 Fiscal Year End \n

\n The following table shows stock awards outstanding for each of our named executive officers as of December 31, 2025: \n

	\n \n Option Awards \n \n		\n \n Stock Awards \n \n
\n \n Name \n \n	\n \n Grant\n \n Date \n \n		\n \n Number of\n \n Securities\n \n Underlying\n \n Unexercised\n \n Options(#) \n \n Exercisable(1)\n \n	\n \n Number of\n \n Securities\n \n Underlying\n \n Unexercised\n \n Options(#) \n \n Unexercisable \n \n		\n \n Option \n \n Exercise\n \n Price ($) \n \n	\n \n Option\n \n Expiration\n \n Date \n \n		\n \n Number of\n \n shares or units\n \n of stock that\n \n have not\n \n vested(#)(2)\n \n	\n \n Market value of\n \n shares or units\n \n of stock that\n \n have not\n \n vested ($)(3)\n \n
\n \n Bartow Morgan Jr. \n \n		3/1/2022			—			—			—	—	5,781	173,430
		3/1/2024			—			—			—	—	16,305	489,150
		3/1/2025			—			—			—	—	21,730	651,900
\n \n Richard Fairey \n \n		3/1/2025			—			—			—	—	6,519	195,570
\n \n David Black \n \n		12/8/2021			—			—			—	—	1,588	47,640
		3/31/2022			7,528			—			21.62	3/31/2032	2,601	78,030
		5/15/2023			—			—			—	—	4,891	146,730
		3/1/2024			—			—			—	—	7,338	220,140
		3/1/2025			—			—			—	—	9,778	293,340

\n (1)\n
\n

\n The options fully vest on the third anniversary of the grant date. \n

\n (2)\n
\n

\n The restricted shares vest in four equal annual installments starting on the grant date. \n

\n (3)\n
\n

\n Market value is calculated on the basis of $30.00 per share, which was based on the most recent comprehensive valuation of the Company in 2026. \n

\n Potential Payments Upon Termination of Employment or Change in Control \n

\n Mr. Morgan is entitled to certain payments and benefits upon the termination of his employment or a Change in Control (as defined in the amended and restated employment agreement) of the Company pursuant to his amended and restated employment agreement. If Mr. Morgan’s employment is terminated by the Company without Cause (as defined in the amended and restated employment agreement) or by Mr. Morgan for Good Reason (as defined in the amended and restated employment agreement), he is entitled to receive: (i) a cash severance payment equal to the greater of his Annual Base Salary for the remainder of the then-current term or one times his Annual Base Salary, payable in monthly installments; (ii) a lump sum equal to his average annual bonus for the three preceding calendar years; (iii) a prorated Annual Bonus for the year of termination based on actual performance; and (iv) accelerated vesting of outstanding unvested equity awards that would have vested through the greater of the remainder of the term or 12 months following termination, with performance-based awards converted to service-based awards at target. If, during the period beginning six months prior to and ending 12 months after a Change in Control, Mr. Morgan is terminated without Cause or resigns for Good Reason, he is entitled to receive, in addition to the foregoing severance, a lump sum equal to three times his Annual Base Salary and three times his average annual bonus (in each case less amounts already payable as severance), and full accelerated vesting of all outstanding unvested equity awards. In addition, upon the occurrence of a Change in Control, regardless of whether Mr. Morgan’s employment is terminated, the Company is obligated to provide Mr. Morgan with additional benefits, equity compensation, and/or accelerated vesting in an aggregate amount equal to $2.6 million, payable in a lump sum within 60 days following the Change in Control. If any payments to Mr. Morgan would constitute a “parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, his payments will be reduced to the extent such reduction produces a better after-tax result for Mr. Morgan. All severance payments are conditioned upon Mr. Morgan’s execution of a release and non-disparagement agreement. \n

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\n Pursuant to the terms of their respective amended and restated change in control agreements, Mr. Morgan, Mr. Fairey, and Mr. Black are each entitled to severance and other benefits upon termination of employment in certain circumstances, as described below. The terms “cause,” “good reason,” “incapacity,” and “change in control” referred to below are defined in each NEO’s amended and restated change in control agreement. \n

\n If, upon or within 12 months immediately after a change in control (or within six months prior to a change in control), a NEO’s employment is terminated (i) by us without cause (other than on account of death or incapacity), or (ii) by the NEO for good reason, the NEO will be entitled to receive the following severance payments and benefits, payable in a lump sum within 60 days following the later of the date of termination or change in control: \n

\n Mr. Morgan \n

\n •\n
\n

\n An amount equal to three times the NEO’s annual base salary at the highest rate in effect during the 12-month period immediately preceding termination; \n

\n •\n
\n

\n An amount equal to three times the NEO’s average annual bonus for the three calendar-year period immediately preceding termination, annualized for any partial year; and \n

\n •\n
\n

\n Full accelerated vesting of all outstanding unvested equity-based awards that would have vested based solely on continued employment (with performance-based awards converted to service-based awards at target). \n

\n Mr. Fairey and Mr. Black \n

\n •\n
\n

\n An amount equal to two times the NEO’s annual base salary at the highest rate in effect during the 12-month period immediately preceding termination; \n

\n •\n
\n

\n An amount equal to two times the NEO’s average annual bonus for the three calendar-year period immediately preceding termination, annualized for any partial year; and \n

\n •\n
\n

\n Our obligation to provide the severance payments and benefits above is contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company and continued compliance with any restrictive covenants. \n

\n Each amended and restated change in control agreement provides that in the event any payment to an NEO would constitute a “parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, payments will be reduced to the extent such reduction produces a better after-tax result for the NEO. \n

\n Clawback Policy \n

\n We have adopted a compensation policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. \n

\n Equity Award Grant Practices \n

\n We anticipate granting restricted stock and other equity-based awards and we will establish a policy regarding how our Board determines when to grant such awards and how our Board or Compensation Committee will take material non-public information into account when determining the timing and terms of such awards. \n

\n Director Compensation \n

\n Each of our non-employee directors is entitled to receive an annual cash retainer of $45,000 for service on the Board, payable in accordance with our standard payment practices. The Chairperson of the Board, in recognition of the additional responsibilities associated with serving in that role, receives compensation at an additional annual amount of $30,000 above the standard director retainer, resulting in total annual cash compensation of $75,000 for their service as Chairperson of the Board. The annual retainer compensates directors for their service on the Board and does not include additional amounts for service on committees, except as may be separately determined by the Board from time to time. \n

\n The following table sets forth information regarding compensation paid, earned or awarded to each non-employee director during the year ended December 31, 2025 for service as a member of our Board and committees thereof, as well as for service \n

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\n on the Bank’s board of directors. As our Chief Executive Officer, Mr. Morgan does not receive any additional compensation for service on our Board or the Bank’s board of directors. Henchy R. Enden and Craig Heiser did not receive any compensation in the year ended December 31, 2025 as each joined our Board in 2026. \n

\n \n Name \n \n	\n \n Fees earned or \n \n paid in cash \n \n			\n \n Total \n \n
\n \n Arthur F. Anton \n \n		$	45,000		$	45,000
\n \n H. Ross Arnold, III(1)\n \n		$	45,000		$	45,000
\n \n Sarah R. Borders \n \n		$	45,000		$	45,000
\n \n Michael W. Clarke(1)\n \n		$	45,000		$	45,000
\n \n James F. Deutsch(2)\n \n		$	—		$	—
\n \n David Fisher(1)\n \n		$	45,000		$	45,000
\n \n J. Littleton Glover, Jr.(1)\n \n		$	45,000		$	45,000
\n \n Ryan Glover \n \n		$	45,000		$	45,000
\n \n James R. Lientz, Jr.(1)\n \n		$	75,000		$	75,000
\n \n R. Elliott Miller(1)\n \n		$	45,000		$	45,000
\n \n Sunny K. Park(1)\n \n		$	45,000		$	45,000
\n \n H. Boyd Pettit, III(1)(3)\n \n		$	37,350		$	37,350
\n \n Mark Scheinfeld(3)\n \n		$	37,350		$	37,350
\n \n R. Lee Tucker, Jr. \n \n		$	45,000		$	45,000

\n (1)\n
\n

\n This director retired from, and ceased to serve as a member of, the Board as of July 28, 2026. As such they are included in this Director Compensation table but may not be mentioned elsewhere in this prospectus. \n

\n (2)\n
\n

\n Mr. Deutsch serves as Patriot’s board representative pursuant to Patriot’s investor rights agreement with the Company. The annual cash retainer for Mr. Deutsch’s service on the Board for fiscal year ended December 31, 2025 was paid to Patriot. \n

\n (3)\n
\n

\n Mr. Pettit and Mr. Scheinfeld joined the Board on March 1, 2025 in connection with the closing of the Georgia Primary merger. Because these directors served for only a portion of the fiscal year ended December 31, 2025, their annual cash retainer was prorated to reflect their period of service on the Board. \n

\n For any director who serves for less than a full fiscal year, the annual cash retainer is prorated. The prorated fee is calculated by multiplying the applicable annual retainer rate by a fraction of the number of days a director serves on the Board over the number of days in a fiscal year. Proration is determined solely by reference to the director’s period of service and is not adjusted by reference to the number of Board or committee meetings held or attended during the relevant period. \n

\n We also offer reimbursements to our directors for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of our Board and its committees. Amounts reimbursed for such expenses are not considered compensation for purposes of the director fees described above.\n

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\n CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS \n

\n In addition to the compensation arrangements with directors and executive officers described in “Executive and Director Compensation” above, the following is a description of transactions since January 1, 2023, to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial holders of more than five percent of our capital stock, or their immediate family members or entities affiliated with them (each a “related party”), had or will have a direct or indirect material interest. \n

\n Private Placements \n

\n The following related parties purchased shares of our common stock in a private placement that took place as of April 28, 2023 at a price of $23.00 per share (the “April 2023 Private Placement”). The following table summarizes these purchases by these related parties: \n

\n \n Shareholder \n \n	\n \n Total \n \n Purchase Price \n \n
\n \n Commerce Street Financial Partners II, L.P.(1)\n \n		$	12,499,994
\n \n Patriot Financial Partners III, LP(2)\n \n		$	2,392,000
\n \n Bartow Morgan, Jr.(3)\n \n		$	2,192,728
\n \n R. Lee Tucker, Jr.(4)\n \n		$	500,020
\n \n AllianceBernstein LP(5)\n \n		$	230,000
\n \n Arthur F. Anton(6)\n \n		$	200,008
\n \n J. Littleton Glover, Jr.(7)\n \n		$	200,008
\n \n Sunny K. Park(8)\n \n		$	170,200
\n \n Sarah R. Borders(9)\n \n		$	161,000
\n \n David Fisher(10)\n \n		$	120,014
\n \n David F. Black(11)\n \n		$	80,017
\n \n Richard Fairey\n \n		$	75,003
\n \n Michael W. Clarke(12)\n \n		$	57,500
\n \n James R. Lientz, Jr.(13)\n \n		$	46,000
\n \n H. Ross Arnold III(14)\n \n		$	34,500
\n \n R. Elliott Miller(15)\n \n		$	23,000
\n \n J. Craig Addison(16)\n \n		$	20,010

\n (1)\n
\n

\n Commerce Street Financial Partners II, L.P. (“Commerce Street”) is a beneficial holder of more than five percent of the Company. \n

\n (2)\n
\n

\n Patriot Financial Partners III, LP is a beneficial holder of more than five percent of the Company. \n

\n (3)\n
\n

\n Mr. Morgan serves on the board of directors of the Company and the Bank and serves as the Chief Executive Officer of the Company and the Bank. \n

\n (4)\n
\n

\n Mr. Tucker purchased the shares through TMP GBC Investment, LLC. Mr. Tucker serves on the board of directors of the Company and the Bank. \n

\n (5)\n
\n

\n AllianceBernstein LP, through its subsidiary AB Financial Services Opportunities Master Fund LP (“AB Financial”), is a beneficial holder of more than five percent of the Company. AllianceBernstein LP purchased the shares through Scalloplight + Co, the bank nominee for AB Financial. \n

\n (6)\n
\n

\n Mr. Anton serves on the board of directors of the Company. \n

\n (7)\n
\n

\n Includes shares purchased by J. Littleton Glover, Jr.’s son, Littleton Glover III. J. Littleton Glover, Jr. served on the board of directors of the Company and the Bank until July 28, 2026. \n

\n (8)\n
\n

\n Mr. Park served on the board of directors of the Company until July 28, 2026. \n

\n (9)\n
\n

\n Ms. Borders purchased the shares through JSRB Funding, LLC. Ms. Borders serves as Chair for the board of directors of the Company and the Bank. \n

\n (10)\n
\n

\n Mr. Fisher purchased the shares through Knoll Capital I, LLC. Mr. Fisher served on the board of directors of the Company until July 28, 2026. \n

\n (11)\n
\n

\n Mr. Black purchased the shares through Community National Bank FBO David F. Black IRA. Mr. Black serves as the Chief Commercial Officer of the Bank. \n

\n (12)\n
\n

\n Mr. Clarke served on the board of directors of the Company until July 28, 2026. \n

\n (13)\n
\n

\n Mr. Lientz served as Chair of the board of directors of the Company and the Bank until July 28, 2026. \n

\n (14)\n
\n

\n Mr. Arnold served on the board of directors of the Company until July 28, 2026. \n

\n (15)\n
\n

\n Mr. Miller served on the board of directors of the Company and the Bank until July 28, 2026. \n

\n (16)\n
\n

\n Mr. Addison serves as the Chief Human Resources Officer of the Company and the Bank. \n

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\n The following related parties purchased shares of our common stock in the June 2026 Private Placement. The following table summarizes these purchases by the related party: \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Shareholder \n \n			\n \n Total \n \n Purchase Price \n \n
\n \n AllianceBernstein LP(1)\n \n				$	18,000,000

\n (1)\n
\n

\n AllianceBernstein LP, through its subsidiary AB Financial Services Opportunities Master Fund LP, is a beneficial holder of more than five percent of the Company. \n

\n The following related parties purchased shares of our common stock in the August 2026 Private Placement. The following table summarizes these purchases by these related parties: \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Shareholder \n \n	\n \n Total \n \n Purchase Price\n \n
\n \n Ryan Glover(1)\n \n		$	400,020
\n \n Sunny K. Park(2)\n \n		$	250,020
\n \n H. Ross Arnold III(3)\n \n		$	200,010
\n \n James R. Lientz, Jr.(4)\n \n		$	100,020

\n (1)\n
\n

\n Mr. Glover purchased these shares through GBCFP1, LLC. Mr. Glover serves on the board of directors of the Company.\n

\n (2)\n
\n

\n Mr. Park served on the board of directors of the Company until July 28, 2026.\n

\n (3)\n
\n

\n Mr. Arnold served on the board of directors of the Company until July 28, 2026.\n

\n (4)\n
\n

\n Mr. Lientz served as Chair of the board of directors of the Company and the Bank until July 28, 2026. \n

\n Leasing \n

\n In December 2021, the Bank entered into two lease agreements for a branch and sales office involving a property located at 2827 Peachtree Road NE, Atlanta, Georgia (the “Garden Hills Property”), in which Bartow Morgan, Jr., our Chief Executive Officer and a director of the Company and the Bank, who, together with certain of Mr. Morgan’s immediate family members, holds an interest, and J. Littleton Glover, Jr., a director of the Company and the Bank at the time of the transaction, who holds a separate interest. Mr. Morgan and certain of Mr. Morgan’s immediate family members hold 9.3% interest in the Garden Hills Property through a corresponding ownership interest in Brand Properties, LLC. Mr. Glover, a director of the Company and the Bank at the time of the transaction, holds a 13.96% interest in the Garden Hills Property by virtue of his role as President and Chief Executive Officer of Batson-Cook Development Company. \n

\n The first lease agreement (the “Garden Hills Office Lease”) covers approximately 27,850 rentable square feet for use as general office space, with an initial term of 20 years and commenced on or about August 4, 2023. The aggregate base rent payments under the Garden Hills Office Lease are approximately $25.7 million over the initial term. The second lease (the “Garden Hills Retail Lease”) covers approximately 4,500 rentable square feet on the ground floor level of the building for use as a branch banking facility, with an initial term of 20 years, also commencing on or about August 4, 2023. The aggregate base rent payments under the Garden Hills Retail Lease are approximately $7.5 million over the initial term. The combined aggregate base rent payments under both leases total approximately $34.2 million over the initial 20-year term. The aggregate amount of all periodic payments or installments remaining as of December 31, 2025 is approximately $31.1 million. Further, the approximate dollar value of the interest of Mr. Morgan and Mr. Glover in the transaction, measured by the pro rata share of rental payments over the lease term, is approximately $2.9 million and $4.4 million, respectively. Neither lease contains any renewal options or early termination provisions available to the Bank. \n

\n This transaction was reviewed and approved by our Board in accordance with our applicable policies and procedures relating to related-party transactions. Further, two independent consultants were engaged by management to carry out the market comparison analysis to affirm the leasing arrangements, including the rental rates, were fair and reasonable in comparison to similar arrangements that could have been made with unaffiliated third parties. Directors with a personal interest in the transaction were recused from the Board’s deliberations and vote. \n

\n Legal Services\n

\n R. Lee Tucker, Jr., a director of the Company and the Bank, is a founding partner of Mahaffey Pickens Tucker, LLP (“MPT”), a law firm that provides commercial legal services to the Company and the Bank in connection with certain loan \n

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\n transactions. Mr. Tucker holds a 19.1% ownership interest in MPT by virtue of his position as a named partner of the firm. During the fiscal years ended December 31, 2025, 2024 and 2023, MPT provided legal services to the Company for loan closings in which borrowers paid total fees of approximately $194,000, $244,000 and $160,000, respectively. Of those amounts, the Company paid MPT approximately $2,300, $0 and $15,800, respectively, for such legal services. During the six months ended June 30, 2026, MPT provided legal services to the Company for loan closings in which borrowers paid total fees of approximately $91,200, of which the Company paid MPT approximately $1,800. This arrangement was reviewed and approved by our Board in accordance with our applicable policies and procedures relating to related party transactions, and Mr. Tucker was recused from the Board’s deliberations and vote. \n

\n Banking Relationships and Related Party Transactions \n

\n The Sarbanes-Oxley Act generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as the Bank, to their executive officers and directors in compliance with federal banking regulations. Applicable law and our written credit policies require that loans to insiders be on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties, and must not involve more than the normal risk of repayment or present other unfavorable features. Loans to non-insider employees and other non-insiders are subject to the same requirements and underwriting standards and meet our normal lending guidelines. Loans to individual employees, directors and executive officers must also comply with the Bank’s statutory lending limits and regulatory requirements regarding lending limits and collateral. All extensions of credit to the related parties must be reviewed and approved by the Bank’s board of directors, and directors with a personal interest in any loan application are excluded from the consideration of such loan application. At September 30, 2026, all of the loans to the Bank’s directors and executive officers were made in compliance with our Regulation O policies and procedures, in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other features unfavorable to the Bank. These loans were performing according to their original terms at September 30, 2026, and were made in compliance with federal banking regulations. \n

\n At September 30, 2026, the aggregate amount of extensions of credit to our directors, executive officers, principal shareholders and their associates was $2.5 million, or approximately 0.91% of our total equity. At September 30, 2026, total unfunded commitments to these related parties were $451 thousand. \n

\n Other Transactions \n

\n Our Bylaws include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances, to the fullest extent permitted by law. See section entitled “Description of Capital Stock — Indemnification of Directors and Officers.” Our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not limited to, section 18(k) of the Federal Deposit Insurance Act of 1950, as amended, and implementing regulations of the FDIC. \n

\n Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers or for persons controlling us under any of the foregoing provisions, in the opinion of the SEC, that indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. \n

\n We are party to registration rights agreements with investor rights agreements, and provide information rights to Bartow Morgan, Jr., our Chief Executive Officer and director of the Bank and the Company, Patriot and Fortress, which each holds more than 5% of our capital stock. See “Description of Capital Stock — Transactions with Certain Investors” for a description of the registration rights, the investor rights, the board rights, and information rights held by these related parties. We have also granted a board observer right to Commerce Street, which holds more than 5% of our capital stock. \n

\n Policies and Procedures Regarding Related Party Transactions \n

\n Transactions by the Company with related parties are subject to a formal written policy, as well as certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve’s Regulation W (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders). We have adopted policies to comply with these regulatory requirements and restrictions. \n

\n In addition, we have adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and Nasdaq Stock Market’s exchange rules. Related party transactions are transactions in \n

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\n which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Related parties of the Company include directors (including nominees for election as directors), executive officers, five percent shareholders and the immediate family members of these persons. In determining whether to approve a related party transaction, our Board will consider, among other factors, as it deems appropriate, the related party’s interest in the related party transaction, the approximate dollar value of the amount involved in the related party transaction, the approximate dollar value of the amount of the related party’s interests in the related party transaction without regard to the amount of any profit or loss, whether the related party transaction was undertaken in the ordinary course of business, whether the related party transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party, the purpose of, and the potential benefits to the Company of, the related party transaction, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies, and any other information regarding the related party transaction or the related party in the context of the proposed related party transaction that would be material to investors in the light of the circumstances of the particular related party transaction. \n

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\n PRINCIPAL AND REGISTERED SHAREHOLDERS \n

\n The following table sets forth information about the beneficial ownership of our common stock as of September 30, 2026 and as adjusted to reflect the completion of the offering, for: \n

\n •\n
\n

\n Each person known to us to be the beneficial owner of more than 5% of our common stock; \n

\n •\n
\n

\n Each of our directors; \n

\n •\n
\n

\n Each of our named executive officers; \n

\n •\n
\n

\n All directors and executive officers as a group; and \n

\n •\n
\n

\n Each other Registered Shareholder not already included. \n

\n The Registered Shareholders include affiliates of the Company and certain other shareholders with “restricted securities” (as defined in Rule 144 under the Securities Act) because of their status as affiliates pursuant to Rule 144 or because they acquired their common stock in a private placement within the prior 12 months. The Registered Shareholders may, or may not, elect to sell their common stock in transactions on Nasdaq at prevailing market prices. As such, the Company will have no input if and when any Registered Shareholder may, or may not, elect to sell their common stock or the prices at which any such sales may occur. See “Plan of Distribution”. \n

\n Information concerning the Registered Shareholders may change from time to time and any information changed will be set forth in supplements to this prospectus, if and when necessary. Because the Registered Shareholders may sell all, some, or none of the common stock covered by this prospectus, we cannot determine the number of shares of common stock that will be sold by the Registered Shareholders, or the amount or percentage of shares of common stock that will be held by the Registered Shareholders upon consummation of any particular sale. In addition, the Registered Shareholders listed in the table below may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, at any time and from time to time, our common stock in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. \n

\n Certain of the Registered Shareholders are parties to registration rights agreements entered into in connection with the Recapitalization and our June 2026 Private Placement. The filing of the registration statement of which this prospectus forms a part satisfies our obligations under those agreements to file a registration statement covering the resale of shares held by such qualified holders prior to the filing deadline of February 17, 2027. Following the effectiveness of the registration statement, which this prospectus forms a part, the registration rights pursuant to the registration rights agreement will be extinguished. See “Description of Capital Stock” for more information on the registration rights agreements. \n

\n Other than as described above and in the “Description of Capital Stock,” we are not party to any other agreement, plan, or arrangement with any Registered Shareholder or broker-dealer with respect to the timing, coordination, or execution of sales of common stock by the Registered Shareholders in connection with this listing. We have engaged Performance Trust Capital Partners, LLC (“Performance Trust”) as our financial advisor with respect to certain other matters relating to our listing. See “Plan of Distribution.” \n

\n We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days of September 30, 2026. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to equity awards that are exercisable within 60 days of September 30, 2026 are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our common stock shown as beneficially owned by the beneficial owner. \n

\n The percentage of voting power is based on 10,340,809 shares of common stock outstanding as of September 30, 2026. \n

\n The Registered Shareholders have not, nor have they within the past three years had, any position, office, or other material relationship with us, other than as disclosed in this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions” for further information regarding the Registered Shareholders. \n

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\n

\n Table of Contents\n

\n Shares of non-voting common stock offered by the Registered Shareholders will automatically convert into voting common stock, which we refer to in this prospectus as common stock, upon transfer. See “Description of Capital Stock” for additional information regarding the automatic conversion. \n

\n Unless otherwise noted, the address for each shareholder listed on the table below is: c/o Georgia Banking Company, Inc. 1776 Peachtree Street NW, Suite 300, Atlanta, GA 30309. \n

	\n \n Shares Beneficially Owned \n \n as of September 30, 2026 \n \n		\n \n Shares to be\n \n Registered in the\n \n Offering \n \n
\n \n Name and Address of Beneficial Owner \n \n	\n \n Number of\n \n Shares \n \n		\n \n Percentage of\n \n Voting Power\n \n
\n Named Executive Officers and Directors:\n
\n \n Sarah R. Borders(1)\n \n		61,276		*	53,260
\n \n Arthur F. Anton(2)\n \n		31,826		*	31,826
\n \n James F. Deutsch(3)\n \n		1,642,278		14.43%(4)	1,642,278
\n \n Henchy R. Enden \n \n		—		—	—
\n \n Ryan Glover(5)\n \n		15,647		*	15,647
\n \n Craig Heiser(6)\n \n		25,920		*	25,920
\n \n Bartow Morgan, Jr.(7)\n \n		780,802		7.41%	737,667
\n \n Mark Scheinfeld(8)\n \n		116,779		1.13%	115,654
\n \n R. Lee Tucker, Jr.(9)\n \n		78,495		*	68,000
\n \n Richard Fairey(10)\n \n		54,871		*	54,871
\n \n David Black(11)\n \n		55,769		*	52,741
\n \n All directors and executive officers as a group (15 persons total)(12)\n \n		2,966,080		26.48%	2,894,317
\n 5% Shareholders and Registered Shareholders:\n
\n \n Patriot Financial Partners III, LP(13)\n \n		1,642,278		14.43%	1,642,278
\n \n Fortress Investment Group LLC(14)\n \n		833,334		4.85%(15)	833,334
\n \n AllianceBernstein LP(16)\n \n		656,260		6.35%	656,260
\n \n Commerce Street Financial Partners II, L.P.(17)\n \n		543,478		5.26%	543,478
\n \n Angel Oak Capital Advisors, LLC(18)\n \n		50,000		*	50,000
\n \n Banc Funds Company LLC(19)\n \n		200,000		1.93%	200,000
\n \n Black Maple Capital Management LP(20)\n \n		10,000		*	10,000
\n \n Choral Financial Fund, LP(21)\n \n		25,000		*	25,000
\n \n Cutler Capital Management, LLC(22)\n \n		25,000		*	25,000
\n \n Down Range Capital Management, LLC(23)\n \n		5,000		*	5,000
\n \n EJF Capital LP(24)\n \n		120,000		1.16%	120,000
\n \n Ledyard Capital, LLC(25)\n \n		10,000		*	10,000
\n \n Maltese Capital Management, LLC(26)\n \n		461,294		4.46%	461,294
\n \n The Manufacturer’s Life Insurance Company(27)\n \n		175,000		1.69%	175,000
\n \n Siena Capital Partners GP, LLC(28)\n \n		75,000		*	75,000
\n All Other Registered Shareholders: \n
\n \n J. Bradford Smith(29)\n \n		708,414		6.75%	708,414
\n \n James R. Lientz, Jr. \n \n		16,334		*	16,334
\n \n Michael W. Clarke(30)\n \n		2,500		*	2,500
\n \n David Fisher(31)\n \n		14,470		*	14,470
\n \n H. Ross Arnold III \n \n		115,886		1.12%	115,886
\n \n J. Littleton Glover, Jr. \n \n		8,974		*	8,974
\n \n Sunny K. Park \n \n		24,986		*	24,986
\n \n H. Boyd Pettit III(32)\n \n		65,267		*	65,267
\n \n Myron E. Bullock and Theresa S. Bullock(33) \n		16,667		*	16,667
\n \n Muhammed N. Memon \n		5,000		*	5,000
\n \n Keenan OBrien, LLC(34) \n		6,667		*	6,667
\n \n Jonathan Cundiff and Julie Cundiff(35) \n		1,500		*	1,500
\n \n Lauren N. Nelson \n		334		*	334
\n \n Jennifer P. Bridwell and Thomas W. Bridwell II(36) \n		3,334		*	3,334

\n *\n
\n

\n Indicates beneficial ownership is less than 1%. \n

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\n (1)\n
\n

\n Shares beneficially owned include 53,260 shares of common stock held by JSRB Funding, LLC. The address of JSRB Funding, LLC is 315 Valley Road, NW, Atlanta, Georgia 30305. Includes 8,016 shares of common stock underlying fully vested deferred stock units credited to Ms. Borders’ account in the Company Stock Unit Fund under the Deferred Compensation Plan. These units will be settled solely in shares of our common stock, on a one-for-one basis, as soon as administratively practicable (and in any event within 90 days) after Ms. Borders separates from service on our Board. Ms. Borders has no voting or investment power over the underlying shares until they are delivered. \n

\n (2)\n
\n

\n Shares beneficially owned include 23,130 shares of common stock held by Arthur F. Anton JWROS: Anoz M. Anton. \n

\n (3)\n
\n

\n Shares beneficially owned include 1,491,800 shares of common stock held by Patriot Financial Partners III, LP, previously defined as Patriot, along with warrants to purchase 150,478 shares of non-voting common stock. Patriot’s voting and dispositive power is held by James F. Deutsch, who serves as a Partner of Patriot. Mr. Deutsch disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Patriot is 100 Matsonford Rd, Four Radnor Corporate Center, Suite 210, Radnor, Pennsylvania 19087. \n

\n (4)\n
\n

\n In accordance with the rules of the SEC in determining beneficial ownership, the percentage ownership reflected does not include the warrants to purchase 150,478 shares of non-voting common stock held by Patriot. \n

\n (5)\n
\n

\n Shares beneficially owned are held by Special Project X, LLC and GBCFP1, LLC. The address of Special Project X, LLC is 4060 Glen Devon Dr., Atlanta, Georgia 30327. The address of GBCFP1, LLC is 2870 Peachtree Rd. #413, Atlanta, Georgia 30305. \n

\n (6)\n
\n

\n Shares beneficially owned include warrants to purchase 9,360 shares of common stock and 9,600 shares of common stock held by Community National Bank Cust Craig S. Heiser IRA. \n

\n (7)\n
\n

\n Shares beneficially owned include warrants to purchase 150,478 shares of common stock and 34,070 shares held by Community National Bank FBO Bartow Morgan. 543,314 shares are pledged to secure a personal line of credit. Includes 43,135 shares of common stock underlying vested deferred stock units credited to Mr. Morgan’s account in the Company Stock Unit Fund under the Deferred Compensation Plan. Under the Deferred Compensation Plan, these units will be settled solely in shares of our common stock, as soon as administratively practicable (and in any event within 90 days) following Mr. Morgan’s separation from service. These shares are included in the table because they could be acquired within 60 days of September 30, 2026 if a separation from service occurred. Mr. Morgan does not have voting or investment power over the underlying shares until they are delivered. \n

\n (8)\n
\n

\n Shares beneficially owned include options to purchase 5,283 shares of common stock. Includes 1,125 shares of common stock underlying fully vested deferred stock units credited to Mr. Scheinfeld’s account in the Company Stock Unit Fund under the Deferred Compensation Plan. These units will be settled solely in shares of our common stock, on a one-for-one basis, as soon as administratively practicable (and in any event within 90 days) after Mr. Scheinfeld separates from service on our Board. Mr. Scheinfeld has no voting or investment power over the underlying shares until they are delivered. \n

\n (9)\n
\n

\n Shares beneficially owned include 68,000 shares of common stock held by TMP GBC Investment, LLC. The address of TMP GBC Investment, LLC is 1550 North Brown, Suite 125, Lawrenceville, Georgia 30043. Includes 10,495 shares of common stock underlying fully vested deferred stock units credited to Mr. Tucker’s account in the Company Stock Unit Fund under the Deferred Compensation Plan. These units will be settled solely in shares of our common stock, on a one-for-one basis, as soon as administratively practicable (and in any event within 90 days) after Mr. Tucker separates from service on our Board. Mr. Tucker has no voting or investment power over the underlying shares until they are delivered. \n

\n (10)\n
\n

\n Shares are pledged to secure a personal line of credit. \n

\n (11)\n
\n

\n Shares beneficially owned include options to purchase 7,528 shares of common stock and 15,044 shares of common stock held by Community National Bank FBO David F. Black IRA. Includes 3,028 shares of common stock underlying vested deferred stock units credited to Mr. Black’s account in the Company Stock Unit Fund under the Deferred Compensation Plan. Under the Deferred Compensation Plan, these units will be settled solely in shares of our common stock, as soon as administratively practicable (and in any event within 90 days) following Mr. Black’s separation from service. These shares are included in the table because they could be acquired within 60 days of September 30, 2026 if a separation from service occurred. Mr. Black does not have voting or investment power over the underlying shares until they are delivered. \n

\n (12)\n
\n

\n Includes 5,964 shares of common stock underlying vested deferred stock units credited to certain executive officers’ accounts in the Company Stock Unit Fund under the Deferred Compensation Plan. Under the Deferred Compensation Plan, these units will be settled solely in shares of our common stock, as soon as administratively practicable (and in any event within 90 days) following the executive officer’s separation from service, as applicable. These shares are included in the table because they could be acquired within 60 days of September 30, 2026 if a separation from service occurred. The executive officers do not have voting or investment power over the underlying shares until they are delivered. \n

\n (13)\n
\n

\n Shares beneficially owned include warrants to purchase 150,478 shares of non-voting common stock. Patriot’s voting and dispositive power is held by James F. Deutsch, who serves as a Partner of Patriot. Mr. Deutsch serves as a member of the board of directors of the Company and the Bank. Mr. Deutsch disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Patriot is 100 Matsonford Rd, Four Radnor Corporate Center, Suite 210, Radnor, Pennsylvania 19087. \n

\n (14)\n
\n

\n Shares beneficially owned include 501,993 shares of common stock and 331,341 shares of non-voting common stock held by CF GBC Investors LP, a Delaware limited partnership (“CF GBC”). CF GBC’s voting and dispositive power is held by CF GBC GP LLC, a Delaware limited liability company (“CF GBC GP”), CF GBC’s general partner. CF GBC GP’s voting and dispositive power is held by FIG LLC, a Delaware limited liability company (“FIG”), CF GBC GP’s sole member. Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company (“FIG Blue”), is the general partner of FOE I. FIG Blue is wholly owned by Fortress Investment Group LLC, a Delaware limited liability company (“Fortress Investment Group”). FINCO I Intermediate Holdco LLC, a Delaware limited liability company (“FINCO I IH”), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company (“FINCO I LLC”), is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company (“FIG Parent”), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership (“Foundation Holdco”), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company (“FIG Buyer”), is the general partner of Foundation Holdco. As the Co-Chief Investment Officers, each of Drew McKnight and Joshua Pack participates in the voting and investment decisions with respect to the shares of common stock and non-voting common stock held by CF GBC, but each of them disclaims beneficial ownership thereof. The address of each of the entities and persons named in this footnote is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105. \n

\n (15)\n
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\n In determining beneficial ownership in accordance with the rules of the SEC, the percentage ownership reflected does not include the 331,341 shares of non-voting common stock held by Fortress. \n

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\n Shares beneficially owned include 646,260 shares of common stock held by AB Financial and 10,000 shares of common stock held by Scalloplight + Co, the bank nominee for AB Financial. AB Financial’s voting and dispositive power is held by AllianceBernstein LP (“AllianceBernstein”), ABFinancial’s investment adviser. The voting and dispositive power of AllianceBernstein is held by Michael Howard, who serves as Senior Vice President and Portfolio Manager of AllianceBernstein. Mr. Howard disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the fund. The address of AllianceBernstein LP is 66 Hudson Blvd E, New York, New York 10001. \n

\n (17)\n
\n

\n The voting and dispositive power of Commerce Street Financial Partners II, L.P., previously defined as Commerce Street, is held by Carla J. Brooks, who serves as Senior Managing Director of Commerce Street. Ms. Brooks disclaims beneficial ownership of such shares of common stock, except to the extent of her pecuniary interest in the fund. The address of Commerce Street Financial Partners II, L.P. is 1445 Ross Avenue, Suite 2700, Dallas, Texas 75202. \n

\n (18)\n
\n

\n Shares beneficially owned include 50,000 shares of common stock held by Angel Oak Financial Strategies Income Term Trust (“Angel Oak Financial”). Angel Oak Financial’s voting and dispositive power is held by Angel Oak Capital Advisors, LLC (“Angel Oak Capital”), Angel Oak Financial’s investment advisor. Angel Oak Capital’s voting and dispositive power is held by Sreeniwas Prabhu, who serves as the Managing Partner and Group Chief Investment Officer of Angel Oak Capital. Mr. Prabhu disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Angel Oak Capital is 980 Hammond Dr., Suite 200, Atlanta, Georgia 30328. \n

\n (19)\n
\n

\n Shares beneficially owned include 200,000 shares of common stock held by Banc Fund X L.P. (“Banc Fund X”). Banc Fund X’s voting and dispositive power is held by MidBan X L.P. (“MidBan”), Banc Fund X’s General Partner. MidBan’s voting and dispositive power is held by Banc Funds Company LLC (“Banc Funds Company”), MidBan’s General Partner. Banc Funds Company’s voting and dispositive power is held by Charles J. Moore, who serves as a member of Banc Funds Company. Mr. Moore disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Banc Funds Company is 150 S. Wacker Drive, Suite 2725, Chicago, Illinois 60606. \n

\n (20)\n
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\n Shares beneficially owned include 10,000 shares of common stock held by Black Maple Capital Partners LP (“Black Maple Partners”). Black Maple Partners’ voting and dispositive power is held by Black Maple Capital Management LP (“Black Maple LP”), Black Maple Partners’ Investment Manager. Black Maple LP’s voting and dispositive power is held by Robert Barnard, who serves as the Chief Executive Officer and Chief Investment Officer of Black Maple LP. Mr. Barnard disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Black Maple Capital Management LP is 833 E Michigan St, Suite 750, Milwaukee, Wisconsin 53202. \n

\n (21)\n
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\n Choral Financial Fund, LP’s (“Choral Financial”) voting and dispositive power is held by Choral Capital, LLC (“Choral, LLC”), Choral Financial’s General Partner. Choral, LLC’s voting and dispositive power is held by Bradley Jay Ness, who serves as the sole Managing Member and Principal Officer of Choral, LLC. Mr. Ness disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Choral Financial and Choral, LLC is 1201 Wilson Boulevard, 9th Floor, Arlington, Virginia 22209. \n

\n (22)\n
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\n Shares beneficially owned include 25,000 shares of common stock held by Cutler Financial Fund, LP (“Cutler Financial”). Cutler Financial’s voting and dispositive power is held by Cutler Capital Management, LLC (“Cutler Capital”), Cutler’s General Partner. Cutler Capital’s voting and dispositive power is held by Geoffrey K. Dancey, who serves as the President and Chief Operating Officer of Cutler Capital. Mr. Dancey disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Cutler Capital Management, LLC is 306 Main Street, Worcester, Massachusetts 01608. \n

\n (23)\n
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\n Shares beneficially owned include 5,000 shares of common stock held by Down Range Capital Opportunity Fund, LP (“Down Range Opportunity”). Down Range Opportunity’s voting and dispositive power is held by Down Range Capital Management, LLC (“Down Range Management”), Down Range Opportunity’s General Partner. Down Range Management’s voting and dispositive power is held by Bradley Rinschler, who serves as the Managing Partner of Down Range Opportunity. Mr. Rinschler disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Down Range Management is 92 Brinleigh Dr., East Stroudsburg, Pennsylvania 18301. \n

\n (24)\n
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\n Shares beneficially owned include 120,000 shares of common stock held by EJF Financial Services Fund LP (“FSF”). FSF’s voting and dispositive voting power is held by EJF Financial Services GP, LLC (“FSG”), FSF’s General Partner. FSG’s voting and dispositive power is held by EJF Capital LP (“EJF”), FSG’s Sole Member. EJF’s voting and dispositive power is held by Emanuel J. Friedman and Neal J. Wilson, who each serve as Co-Chief Executive Officers of EJF. Mr. Friedman and Mr. Wilson disclaim beneficial ownership of such shares of common stock, except to the extent of their individual pecuniary interest in the funds. The address of EJF is 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201. \n

\n (25)\n
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\n Shares beneficially owned include 10,000 shares of common stock held by Ledyard Future of Financials Fund LP (“Ledyard Future”). Ledyard Future’s voting and dispositive power is held by Ledyard Capital, LLC (“Ledyard Capital”), Ledyard Future’s Investment Advisor. Ledyard Capital’s voting and dispositive power is held by Russell Parker Echlov, who serves as the Ledyard Capital’s General Partner. Mr. Echlov disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the funds. The address of Ledyard Capital is 200 S. Wacker Dr., Suite 2650, Chicago, Illinois 60606. \n

\n (26)\n
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\n Shares beneficially owned include 18,348 shares of common stock held by Malta Hedge Fund, L.P. (“Malta Hedge Fund”), 111,695 shares of common stock held by Malta Hedge Fund II, L.P. (“Malta Hedge Fund II”), 108,903 shares of common stock held by Malta Opportunity Fund LP (“Malta Opportunity Fund”), 20,348 shares of common stock held by Malta Offshore, Ltd. (“Malta Offshore”) and 202,000 shares of common stock held by MCM SPV VIII, LLC (“MCM”, together with Malta Hedge Fund, Malta Hedge Fund II, Malta Opportunity Fund, and Malta Offshore, the “Malta Entities”). The Malta Entities’ voting and dispositive power is held by Maltese Capital Management, LLC (“Maltese Capital”). Maltese Capital’s voting and dispositive power is held by Terry Maltese, who serves as the Managing Member of Maltese Capital. Mr. Maltese disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in the Malta Entities. The address of Maltese Capital is 150 East 52nd Street, Suite 23001, New York, New York 10022. \n

\n (27)\n
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\n Shares beneficially owned include 175,000 shares of common stock held by John Hancock Financial Opportunity Fund (“JH”). JH’s voting and dispositive power is held by Manulife Investment Management LLC (“MIMUS”), JH’s subadvisor, subject to oversight by John Hancock Investment Management LLC, JH’s advisor. MIMUS is an indirect wholly-owned subsidiary of Manulife Financial Corporation (“MFC”), which is a Canadian-based publicly-held company that is listed on the Toronto Stock Exchange, New York Stock Exchange, Hong Kong Stock Exchange, and the Philippine Stock Exchange. The Manufacturer’s Life Insurance Company (which is also a subsidiary of MFC) files a Form 13F for all impacted MFC subsidiaries. The address of MIMUS is 197 Clarendon St., Boston, Massachusetts 02116. \n

\n (28)\n
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\n Shares beneficially owned include 75,000 shares of common stock held by Siena Capital Partners I, LP (“Siena I”). Siena I’s voting and dispositive power \n

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\n is held by Siena Capital Partners GP, LLC (“Siena Capital”), Siena I’s General Partner. Siena Capital’s voting and dispositive power is held by Daniel Kanter, David Abraham, Gregory Dingens, Christian Appleby, who serve as the President, Executive Vice President, Executive Vice President, and a Member of Siena Capital, respectively. Mr. Kanter, Mr. Abraham, Mr. Dingens, and Mr. Appleby each disclaim beneficial ownership of such shares of common stock, except to the extent of their respective pecuniary interest in the funds. The address of Siena Capital Partners GP LLC is 909 Davis Street, Suite 500, Evanston, Illinois 60201. \n

\n (29)\n
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\n Shares beneficially owned include warrants to purchase 90,287 shares of common stock, warrants to purchase 60,191 shares of common stock and 223,174 shares of common stock held by TPA Wingshooter Investors, LLC. The address of TPA Wingshooter Investors, LLC is 1776 Peachtree Street NW, Suite 100, Atlanta, Georgia 30309. \n

\n (30)\n
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\n Shares beneficially owned are held by Michael W. Clarke Trust dated 4/26/2005. \n

\n (31)\n
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\n Shares beneficially owned are held by Knoll Capital I LLC. The address of Knoll Capital I LLC is 1005 Mount Vernon Hwy, Atlanta, Georgia 30327. \n

\n (32)\n
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\n Shares beneficially owned include 5,870 shares of common stock held by RJ Trust Co New Hampshire Cust H. Boyd Pettit III Sep IRA. \n

\n (33)\n
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\n Myron E. Bullock and Theresa S. Bullock are joint tenants with right of survivorship and share voting and investment power over all such shares, and each may be deemed to beneficially own all such shares. Accordingly, the same shares are reported as beneficially owned by each of Myron E. Bullock and Theresa S. Bullock.\n

\n (34)\n
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\n The address of Keenan OBrien, LLC is 1776 Peachtree St NW Ste 100, Atlanta, GA, 30309.\n

\n (35)\n
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\n Jonathan Cundiff and Julie Cundiff are joint tenants with right of survivorship and share voting and investment power over all such shares, and each may be deemed to beneficially own all such shares. Accordingly, the same shares are reported as beneficially owned by each of Jonathan Cundiff and Julie Cundiff.\n

\n (36)\n
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\n Jennifer P. Bridwell and Thomas W. Bridwell II are joint tenants with right of survivorship and share voting and investment power over all such shares, and each may be deemed to beneficially own all such shares. Accordingly, the same shares are reported as beneficially owned by each of Jennifer P. Bridwell and Thomas W. Bridwell II. \n

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\n DESCRIPTION OF CAPITAL STOCK \n

\n The following is a summary of the material terms of our capital stock. The following description of our capital stock does not purport to be complete so you should refer to our Articles of Incorporation and Bylaws, which we have included as exhibits to the registration statement of which this prospectus is a part. We urge you to read these documents for a more complete understanding of the information contained in this section. \n

\n General \n

\n Our authorized capital stock consists of 60,000,000 shares, of which 40,000,000 shares are voting common stock, $0.01 par value per share (which we refer to in this prospectus as common stock), 10,000,000 shares are non-voting common stock, $0.01 par value and 10,000,000 shares are preferred stock, $0.01 par value (“preferred stock”). As of September 30, 2026, 10,340,809 shares of our common stock were outstanding, 331,341 shares of our non-voting common stock were outstanding, and no shares of preferred stock were designated or outstanding. \n

\n At September 30, 2026, there were 146,463 outstanding stock options at a weighted average price of $18.55 per share (all of which options are exercisable), 529,722 shares of our common stock, par value $0.01 issuable upon the exercise of outstanding stock warrants at a weighted average price of $21.50 per share (all of which warrants are exercisable), 124,232 shares of our common stock issuable upon the future vesting of 124,232 restricted stock units outstanding and 176,777 shares of our common stock issuable under our Deferred Compensation Plan. \n

\n All of our outstanding shares of our common stock and non-voting common stock are fully paid and nonassessable. \n

\n Capital Stock \n

\n Common Stock \n

\n Voting Rights. Holders of our common stock are entitled to one vote per share on all matters requiring shareholder action, including the election of directors. Our Bylaws provide that a majority of the shares entitled to vote at a shareholders’ meeting, represented in person or by proxy, constitute a quorum. If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceeds the votes cast opposing the action, unless otherwise specified by law or our Articles of Incorporation and except for the election of directors, which will be determined by a plurality vote. There are no cumulative voting rights. \n

\n Liquidation Rights. In the event of liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock or any other classes of shares having prior rights as to dividends, if any, then outstanding. \n

\n Dividends. Holders of our common stock may receive dividends when, as and if declared by our Board out of funds legally available for the payment of dividends, subject to any restrictions imposed by regulatory authorities and the payment of any preferential amounts to which any class of preferred stock or other classes of shares may be entitled. Our future dividend policy will be subject to the discretion of our Board and will depend upon a number of factors, including future earnings, financial condition, liquidity, and general business conditions. Our ability to pay dividends is subject to statutory and regulatory limitations applicable to us and our Bank. Please see “Dividend Policy” and “Supervision and Regulation — Regulation of the Company — Payment of Dividends” for a description of certain limitations and restrictions on the payment of dividends applicable to us. \n

\n Non-Voting Common Stock \n

\n No Voting Rights. Holders of our non-voting common stock do not have any voting rights, except as may otherwise from time to time be required by law. \n

\n Ranking. Shares of our non-voting common stock rank, with respect to the payment of dividends and distributions upon liquidation, dissolution, or winding-up: \n

\n •\n
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\n pari passu with the common stock; and \n

\n •\n
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\n subordinate and junior in right of payment and to all of our other securities which, by their respective terms, are senior to the non-voting common stock or common stock. \n

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\n Dividends. Our non-voting common stock ranks pari passu with our common stock with respect to payment of dividends and distribution. Holders of our non-voting common stock are entitled to receive dividends and distributions in the same per share amount as paid on the common stock. No dividends or distributions will be paid to common stock or any other class or series of capital stock ranking pari passu with the common stock (with respect to dividends or distributions) unless an identical dividend or distribution is paid, at the same time, to the non-voting common stock in an amount per share of non-voting common stock equal to the product of, (1) the per share dividend or distribution declared and paid in respect of each share of common stock and (2) the number of shares of common stock into which such share of non-voting common stock is then convertible. \n

\n No Redemption Rights. The shares of our non-voting common stock are not redeemable at our option or the holders of non-voting common stock at any time. \n

\n Conversion Rights. Subject to the restrictions and requirements provided in our Articles of Incorporation, a holder of non-voting common stock is permitted to convert shares of non-voting common stock into shares of common stock at any time or from time to time, provided that upon such conversion the holder, together with all affiliates of the holder, will not own or control in the aggregate more than 9.9% of our common stock (or of any class of securities issued by us). Each share of non-voting common stock is convertible into one share of common stock upon certain events. First, non-voting common stock held by the initial holder, or by any transferee or assignee, may convert upon any issuance of common stock by the Company, including, without limitation, any issuance of common stock in respect of equity-based compensation granted to directors or employees, or upon any other event that has a dilutive effect on such holder’s ownership of common stock, each a “triggering event.” However, no such conversion may result in the holder, together with its affiliates, owning or controlling a greater percentage of the Company’s common stock, or of any class of voting securities issued by us, than the holder and its affiliates owned or controlled immediately prior to the applicable triggering event. Second, non-voting common stock may convert in connection with a “permissible transfer,” as defined in our Articles of Incorporation, including, among other events, a transfer to us, a widespread public distribution of our common stock or a transfer made as part of a transaction approved by the Federal Reserve. \n

\n In any such conversion, each share of non-voting common stock will convert into one share of common stock, subject to adjustment as provided in our Articles of Incorporation. Additionally, each share of non-voting common stock will automatically convert into one share of common stock, without any further action on the part of any holder, subject to adjustment as provided in our Articles, on the date a holder of non-voting common stock transfers any shares of non-voting common stock to a non-affiliate of the holder. Shares of non-voting common stock offered by the Registered Shareholders, if any, will automatically convert into common stock upon transfer. \n

\n Preemptive Rights. The holders of shares of the non-voting common stock have no preemptive rights under our Articles of Incorporation with respect to any shares of our capital stock or any of its other securities convertible into or carrying rights or options to purchase or otherwise acquire any such capital stock or any interest therein, regardless of how any such securities may be designated, issued, or granted. \n

\n Protective Provisions. As long as there are any shares of non-voting common stock issued and outstanding, we will not, (i) alter or change the rights, preferences, privileges or restrictions for the benefit of the holders of non-voting common stock, or (ii) increase or decrease the authorized number of shares of non-voting common stock. \n

\n If we repurchase shares of common stock, we must offer to repurchase shares of non-voting common stock pro rata based upon the then-applicable conversion ratio of non-voting common stock to common stock. \n

\n In the event of a capital reorganization of the common stock (other than a subdivision, combination, reclassification or exchange of shares otherwise provided for in our Articles of Incorporation) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of our properties and assets to any other person or corporation, we must make provision for the holders of non-voting common stock to receive, upon conversion of the non-voting common stock, the number of shares of stock or other securities or property, or of the successor company resulting from such transaction, that such holders would be entitled to receive upon conversion of their non-voting common stock to common stock in connection with such transaction. Notwithstanding any other provision in our Articles of Incorporation, if a conversion of non-voting common stock is to be made in connection with such transaction in which the shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property or in any dissolution or liquidation, the conversion of any shares of non-voting common stock may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. \n

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\n Preferred Stock \n

\n Our Articles of Incorporation authorize the issuance of up to 10 million shares of preferred stock. The shares of preferred stock may be divided into and issued in one or more series, with such relative rights, preferences, and limitations as determined by our Board in its discretion. Our Board is authorized to establish one or more series of preferred stock and to cause shares of preferred stock to be issued from time to time. At present, we have no shares of preferred stock outstanding. \n

\n For each series of preferred stock it establishes, our Board has the authority to prescribe the number of shares in that series, the number of votes (if any) to which the shares in that series are entitled, the consideration for the shares in that series, and the designations, powers, preferences and other rights, qualifications, limitations or restrictions of the shares in that series. Depending upon the rights prescribed for a series of preferred stock, the issuance of preferred stock could have an adverse effect on the voting power of the holders of our common stock and could adversely affect holders of our common stock by delaying or preventing a change in control, making removal of our present management more difficult, or imposing restrictions upon the payment of dividends and other distributions to the holders of our common stock. \n

\n Warrants \n

\n Common Stock Warrants \n

\n As of September 30, 2026, we had outstanding warrants to purchase 300,956 shares of our common stock, with an exercise price of $21.62 per share (the “Recapitalization Warrants”). The Recapitalization Warrants are exercisable, in whole or in part, at any time before their expiration on February 23, 2031. The Recapitalization Warrants may expire prior to such date if the Company’s primary federal or state regulator requires the holder to exercise or forfeit the Recapitalization Warrants due to the Company capital falling below minimum regulatory requirements. The Recapitalization Warrants include a cashless exercise feature allowing the holder to elect to receive upon exercise of the holder’s warrant (either in whole or in part) the net number of shares determined according to a formula set forth in such warrants. The exercise price and the number of shares of common stock issuable upon exercise of the Recapitalization Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, combinations, or similar events affecting the common stock. \n

\n Non-Voting Common Stock Warrant \n

\n As of September 30, 2026, we had an outstanding warrant to purchase 150,478 shares of our non-voting common stock, with an exercise price of $21.62 per share (the “Patriot Warrant”). The Patriot Warrant is exercisable, in whole or in part, at any time before its expiration on February 23, 2031. The Patriot Warrant may expire prior to such date if the Company’s primary federal or state regulator requires the holder to exercise or forfeit the Patriot Warrant due to the Company capital falling below minimum regulatory requirements. The Patriot Warrant includes a cashless exercise feature allowing the holder to elect to receive upon exercise of the holder’s warrant (either in whole or in part) the net number of shares determined according to a formula set forth in such warrants. The Patriot Warrant is exercisable only for non-voting securities of the Company while held by Patriot or any of its affiliates, and may only be exercised for voting securities of the Company following a transfer (i) in a widespread public distribution, (ii) to the Company, (iii) in which no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities of any class of voting securities of the Company, or (iv) to a transferee that would control more than 50% of every class of voting securities of the Company without any transfer from the holder. The exercise price and the number of shares of non-voting common stock issuable upon exercise of the Patriot Warrant are subject to appropriate adjustment in the event of stock dividends, stock splits, combinations, or similar events affecting the non-voting common stock. \n

\n Rollover Warrants \n

\n As of September 30, 2026, we had outstanding warrants to purchase 78,288 shares of our common stock, with an exercise price of $20.83 per share (the “Rollover Warrants”). The Rollover Warrants were issued on June 1, 2026 in connection with the acquisition of Tandem in exchange for the cancellation of the holder’s outstanding warrant to purchase shares of Tandem common stock. The Rollover Warrants are immediately exercisable, in whole or in part, at any time before their expiration on the tenth anniversary of their original issue date of November 1, 2019. The Rollover Warrant may expire prior to such date if the Company’s primary federal or state regulator requires the holder to exercise or forfeit the Rollover Warrant due to the Company’s capital falling below minimum regulatory requirements. The exercise price and the number of shares of common stock issuable upon exercise of the Rollover Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, combinations, or similar events affecting the common stock. \n

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\n Restrictions on Ownership of Our Shares \n

\n The ability of a third party to acquire our shares is also limited under applicable U.S. banking laws, and regulatory approval for the acquisition of our stock may be required under certain circumstances. The BHC Act requires any bank holding company to obtain the approval of the Federal Reserve prior to acquiring more than 5% of our outstanding voting securities. Any corporation or other company that becomes a holder of 25% or more of our outstanding voting securities, or otherwise is deemed to control us under the BHC Act, would be subject to regulation as a bank holding company under the BHC Act. In addition, any person other than a bank holding company may be required to obtain prior approval of the Federal Reserve to acquire 10% or more of our outstanding common stock under the Change in Bank Control Act. See the section entitled “Supervision and Regulation — Regulation of the Company” for an additional description of these federal law restrictions on ownership of our stock. \n

\n Advance Notice Provisions for Shareholder Nominations and Shareholder Proposals \n

\n Our Bylaws provide that shareholders must provide advance notice of any proposal or nomination for election as a director which a shareholder desires to bring before a meeting of shareholders. Such requirements are in addition to any requirements under SEC Rule 14a-8 for shareholder proposals sought to be included in our proxy materials. \n

\n Transactions with Certain Investors \n

\n Registration Rights\n

\n In connection with the Recapitalization and the June 2026 Private Placement, we entered into registration rights agreements with certain holders of our common stock (as amended, the “Registration Rights Agreements”). After February 17, 2027 (the “filing deadline”), certain shareholders who are parties to the Registration Rights Agreements that meet certain ownership requirements (the “Qualified Holders”) have the right to request that we file a registration statement with the SEC so that the Qualified Holders may resell their shares of common stock (the “registration rights”). We must use our commercially reasonable efforts to cause each registration statement to be declared effective by the SEC as soon as practicable prior to the filing deadline. The filing of the registration statement of which this prospectus is a part of satisfies the registration rights pursuant to the Registration Rights Agreements. These rights pursuant to the Registration Rights Agreements are extinguished for any shares registered in an effective registration statement, subject to certain customary conditions. \n

\n Piggyback Rights\n

\n If we file a registration statement for a primary or secondary offer of our securities (other than a registration statement related to equity compensation plans or mergers and acquisitions), the Registration Rights Agreements require us to give notice at least 10 business days prior to the anticipated registration statement filing date to holders of common stock who are parties to the Registration Rights Agreements, who may elect to have any of their securities that remain “registrable securities” included in a piggyback registration statement for resale. We must effect registration of all securities that any such holder requests to be included in the piggyback registration within 5 business days following the notice given by us. However, if the offering is underwritten, the number of shares to be sold by any such holders may be reduced upon recommendation of the managing underwriters. These rights pursuant to the Registration Rights Agreements will be extinguished for any shares registered in an effective registration statement, subject to certain customary conditions. \n

\n Underwritten Shelf Offering\n

\n Holders of common stock who are parties to the Registration Rights Agreements are also entitled to certain Form S-3 registration rights. At any time when we have an effective registration statement on Form S-3, any such holder can request that we register the offer and sale of their shares of our common stock on a registration statement on Form S-3, so long as the anticipated gross proceeds of such offering will exceed $2 million. These Form S-3 registration rights are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration under certain circumstances. These rights pursuant to the Registration Rights Agreements will be extinguished for any shares registered in an effective registration statement, subject to certain customary conditions. \n

\n Registration Expenses\n

\n In any of the foregoing registration statements, we will pay the fees and expenses of such registration statements, including all of our registration and filing fees, printing expenses, messenger, telephone and delivery expenses; fees and disbursements of \n

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\n our counsel; Securities Act liability insurance, if we so desire such insurance; fees and expenses of all other Persons retained by us in connection with the consummation of the transactions contemplated by the Registration Rights Agreement; and those expenses of the selling Qualified Holders actually and reasonably incurred, including without limitation, the reasonable fees of Qualified Holders Counsel up to $50 thousand. In addition, we shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by the Registration Rights Agreements (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the common stock on any securities exchange as required hereunder. \n

\n Board Representation and Information Rights\n

\n In connection with the Recapitalization, we entered into certain investor rights agreements with Patriot and Bartow Morgan, Jr. (the “2021 Investor Rights Agreements”). In connection with the June 2026 Private Placement, we entered into an investor rights agreement with Fortress (the “2026 Investor Rights Agreement” and, together with the 2021 Investor Rights Agreements, the “Investor Rights Agreements”). \n

\n Pursuant to the 2021 Investor Rights Agreements, each of Patriot and Bartow Morgan, Jr. (collectively, the “2021 Investors”) has the right to designate one representative to serve on each of our Board and the Bank’s board of directors, and one observer to attend meetings of each such board, for so long as such 2021 Investors and their affiliates beneficially own at least 50.0% of the shares of common stock acquired by such investor in the Recapitalization or at least 4.9% of our outstanding common stock. We have agreed to recommend that our shareholders elect each board designee of the 2021 Investors to such board of directors. In addition, certain shareholders who acquired shares in the Recapitalization or pursuant to the Investor Rights Agreements have the right to inspect our books and records and to receive certain information, including financial statements. These rights pursuant to the Investor Rights Agreements remain in effect for shares registered in an effective registration statement, subject to certain customary conditions. \n

\n Pursuant to the 2026 Investor Rights Agreement, Fortress has the right to designate one representative to serve on our Board for so long as Fortress and its affiliates beneficially own at least 50.0% of the shares of common stock acquired by Fortress in the June 2026 Private Placement or at least 4.9% of our outstanding common stock. We have agreed to recommend that our shareholders elect such board designee of Fortress to our Board. \n

\n Anti-Takeover Provisions \n

\n Provisions of our Articles of Incorporation and Bylaws, and the Georgia Business Corporation Code (“GBCC”) and federal banking regulations applicable to us, may be deemed to have anti-takeover effects and may delay, defer or prevent a change of control of the Company and/or limit the price that certain investors may be willing to pay in the future for shares of our common stock. See the section entitled “Supervision and Regulation — Regulation of the Company” for a description of the federal banking regulations applicable to us that may be deemed to have anti-takeover effects. \n

\n Authorized but Unissued Shares \n

\n The corporate laws and regulations applicable to us will enable our Board to issue, from time to time and at its discretion, but subject to the rules of any applicable securities exchange, any authorized but unissued shares of our common stock, non-voting common stock or preferred stock. Any such issuance of shares could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The ability of our Board to issue authorized but unissued shares of our common stock, non-voting common stock or preferred stock at its sole discretion may enable our Board to sell shares to individuals or groups who our Board perceives as friendly with management, which may make more difficult unsolicited attempts to obtain control of our organization. In addition, the ability of our Board to issue authorized but unissued shares of our capital stock at its sole discretion could deprive the shareholders of opportunities to sell their shares of common stock, non-voting common stock or preferred stock for prices higher than prevailing market prices. \n

\n Preferred Stock \n

\n Our Articles of Incorporation contains provisions that will permit our Board to issue, without any further vote or action by the shareholders, shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series, and the powers, preferences and relative, participation, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. \n

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\n Board Size and Vacancies \n

\n Pursuant to our Bylaws, our Board is authorized to have not less than five nor more than 25 directors, unless changed by resolution of our Board. Our Board will be able to increase the size of our Board between annual meetings and fill the vacancies created by the increase by a majority of the remaining directors. \n

\n No Cumulative Voting \n

\n Our Bylaws do not permit cumulative voting in the election of directors. The holders of a plurality of the shares of our common stock may elect the directors standing for election. \n

\n Special Meetings of Shareholders \n

\n Our Bylaws permit our Board, our Chief Executive Officer or the holders of shares of at least 15.0% of the votes entitled to be cast in an election of directors to be considered at such special meeting to call a special meeting of shareholders. \n

\n Advance Notice Procedures for Director Nominations and Shareholder Proposals \n

\n Our Bylaws includes an advance notice procedure with regard to business to be brought before an annual or special meeting of shareholders and with regard to the nomination of candidates for election as directors, other than by or at the direction of our Board. Although this procedure does not give our Board any power to approve or disapprove shareholder nominations for the election of directors or proposals for action, it may have the effect of precluding a contest for the election of directors or the consideration of shareholder proposals if the established procedure is not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its proposal without regard to whether consideration of the nominees or proposals might be harmful or beneficial to our shareholders and us. \n

\n Amending our Bylaws \n

\n Our Board may amend our Bylaws, other than the bylaws regarding director compensation and the Board’s authority to fill vacancies. Any bylaws adopted by our Board may be altered, amended or repealed and new bylaws adopted, by the majority vote of all the shareholders entitled to vote thereon. \n

\n Approval of Merger \n

\n Under the GBCC, most business combinations, including mergers, consolidations and sales of substantially all of the assets of a Georgia corporation, must be approved by the vote of the holders of at least a majority of the outstanding shares of common stock and any other affected class of stock of such corporation. The articles of incorporation or bylaws of a Georgia corporation may, but are not required to, set a higher standard for approval of such transactions. Our Articles of Incorporation and Bylaws do not set higher limits. \n

\n Banking Laws \n

\n The BHC Act, and Change in Bank Control Act, and Financial Institutions Code of Georgia impose notice, application and approvals and ongoing regulatory requirements on any shareholder or other party that seeks to acquire direct or indirect control of bank holding companies or banks, as applicable. These laws could delay or prevent an acquisition. \n

\n Under the BHC Act, prior approval of the Federal Reserve would be required for any acquisition of control of the Company or the Bank by any other company. Control for purposes of the BHC Act would be based on, among other factors, a 25% voting securities test, on the ability of the company otherwise to control the election of a majority of our Board, and the power of the company to exercise a controlling influence over the management or policies of the Company or the Bank. Under control presumptions established by the Federal Reserve, a company may be presumed to exercise a controlling influence over a bank or bank holding company, even if a company owns less than 10% of any class of voting securities if other indicia of control are present. If a company acquires control of the Company of the Bank, the acquiring company (unless already so registered) would be required to register as a bank holding company under the BHC Act. \n

\n The FDIC has also adopted a regulation pursuant to the Change in Bank Control Act which generally requires persons who at any time intend to acquire control of an FDIC-insured, state-chartered non-member bank, either directly or indirectly through an acquisition of control of its holding company, to provide 60 days prior written notice and certain financial and other information to the FDIC. Control for the purpose of this Act exists in situations in which the acquiring party has voting \n

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\n control of at least 25% of any class of voting securities or the power to direct the management or policies of the bank or the holding company. However, under FDIC regulations, control is presumed to exist where the acquiring party has voting control of at least 10% of any class of voting securities if (a) the bank or holding company has a class of voting securities which is registered under section 12 of the Exchange Act, or (b) the acquiring party would be the largest holder of a class of voting securities of the bank or the holding company. The statute and underlying regulations authorize the FDIC to disapprove a proposed acquisition on certain specified grounds. See the section entitled “Supervision and Regulation” for additional discussions of the BHC Act and Change in Bank Control Act. \n

\n Other Matters \n

\n Under our Articles of Incorporation and Bylaws, the holders of our common stock have no preemptive or other subscription rights (except as otherwise disclosed herein) and there are no redemption, sinking fund or conversion privileges applicable to our common stock. \n

\n Indemnification of Directors and Officers \n

\n Our Articles of Incorporation and Bylaws contain a provision providing that, to the fullest extent permitted by the GBCC, no person serving or who has served as a director of the Company shall be personally liable to the Company or any of its shareholders for monetary damages for breach of any duty as a director. Further, our Bylaws provide indemnification rights to our directors and officers who become party to any suit or proceeding as a result of such person’s role with the Company; provided that, such person’s liability or expense is not the result of such person’s activities that were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Company or not otherwise had reasonable cause to believe such conduct was unlawful. Our Bylaws also allow us to indemnify other employees and agents on the same terms. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors, officers, employees and agents for the defense of any action for which indemnification is required. \n

\n Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons under the provisions discussed above or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. \n

\n Listing \n

\n We have applied to list our common stock on Nasdaq under the symbol “GBC.” We believe that upon the completion of this offering, we will meet the standards for listing our common stock on Nasdaq. This offering is contingent on the approval of our listing application. \n

\n Transfer Agent \n

\n The transfer agent and registrar for our common stock is Broadridge Corporate Solutions, LLC.\n

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\n SHARES ELIGIBLE FOR FUTURE SALE \n

\n We have applied to list our common stock for trading on Nasdaq under the symbol “GBC.” This offering is contingent on the approval of our listing application. However, we cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. See the section entitled “Plan of Distribution” for more information regarding the process of directly listing our common stock on Nasdaq. \n

\n Upon the sale of all of the registered shares, including shares subject to options and warrants and shares of non-voting stock convertible into common stock upon transfer, we will have 11,194,524 shares of common stock outstanding. This prospectus covers the resale of up to 7,074,016 shares of our common stock by the Registered Shareholders which includes shares of our common stock subject to warrants and options and shares of our non-voting common stock which automatically convert into common stock upon transfer. The shares held by the Registered Shareholders that are registered for resale under this prospectus will be freely transferable without restriction or further registration under the Securities Act, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining shares of our issued and outstanding common stock that are not registered for resale under this prospectus are “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act. As this is a direct listing without underwriters, there is no contractual lock-up period imposed by underwriters. However, our directors, named executive officers, and certain other shareholders may be subject to restrictions as to the number of shares of common stock each may dispose of in any given period under Rule 144 and applicable banking regulations. See “Risk Factors — Risks Related to Our Common Stock” and “Plan of Distribution.” \n

\n Rule 144 \n

\n In general, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell such securities, provided that such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, the sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, the sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of the following: \n

\n •\n
\n

\n 1% of the number of shares of our common stock then outstanding, which will equal approximately 111,945 shares immediately after this offering; or \n

\n •\n
\n

\n the average weekly trading volume of our common stock on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; \n

\n provided that we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale and notice provisions of Rule 144 to the extent applicable. \n

\n Upon effectiveness of this offering, we will have 4,120,508 shares of common stock that are freely tradeable under Rule 144 or other applicable exemptions. Together with the 7,074,016 shares of common stock registered pursuant to the registration statement of which this prospectus is a part, we will have 11,194,524 freely tradable shares. \n

\n Rule 701 \n

\n Rule 701 under the Securities Act generally applies to stock options and restricted common stock granted by an issuer to its employees, directors, officers, consultants or advisors in connection with a compensatory stock or option plan or other written agreement before the issuer becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than our “affiliates,” as defined in Rule 144, without compliance with its current public information and minimum holding period requirement of Rule 144 and by “affiliates” under Rule 144 without compliance with its minimum holding period requirement. \n

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\n Registration Statement on Form S-8 \n

\n In connection with or as soon as practicable following the completion of this listing, we intend to file one or more registration statements with the SEC on Form S-8 to register approximately 1,184,070 shares of our common stock issuable under our equity incentive plans, including 573,899 remaining shares reserved for future issuance under our 2021 Stock Incentive Plan, 59,070 shares issuable upon exercise of stock options under our 2017 Long-Term Incentive Plan and 176,777 shares issuable under the Deferred Compensation Plan, as described further under “Executive and Director Compensation.” That registration statement will become effective upon filing and shares of common stock covered by such registration statement will be eligible for sale in the public market immediately after the effective date of such registration statement (unless held by affiliates). \n

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\n SALE PRICE HISTORY OF OUR CAPITAL STOCK \n

\n We have applied to list our common stock on Nasdaq. Prior to the initial listing, no public market existed for our common stock. Our common stock has a limited history of trading in private transactions. In April 2023, we issued 1,184,021 shares of our common stock at a sale price of $23.00 per share in a private placement. In June 2026, we issued 963,473 shares of common stock as well as 331,341 shares of non-voting common stock and certain selling shareholders sold 1,294,814 shares of common stock, all at a sale price of $30.00 per share in private placements. In August 2026, we issued 40,683 shares of common stock at a sale price of $30.00 per share in a private placement.\n

\n While Performance Trust, as our designated financial advisor for the direct listing, is expected to consider this price in connection with setting the opening public price of our common stock, this information may have little or no relation to broader market demand for our common stock and thus the opening public price and subsequent public price of our common stock on Nasdaq. As a result, you should not place undue reliance on this historical private sale price as it may differ materially from the opening public price and subsequent public price of our common stock on Nasdaq. See “Risk Factors — Risks Related to Our Common Stock — The trading price of our common stock, upon listing on Nasdaq, may have little or no relationship to the historical sales prices of our capital stock in private transactions, and such private transactions have been limited.” \n

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\n MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS\n
\n FOR NON-U.S. HOLDERS \n

\n The following discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock by Non-U.S. Holders (as defined below) that acquire our common stock in this offering and hold our common stock as a capital asset. This discussion does not purport to be a complete analysis of all potential tax effects of the purchase, ownership and disposition of our common stock by Non-U.S. Holders. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date of this prospectus. These authorities may change or be subject to differing interpretations at any time. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our common stock. We have not sought and will not seek any rulings from the United States Internal Revenue Service (the “IRS”) regarding the statements made and the conclusions reached in the discussion below. There can be no assurance the IRS or a court will agree with our position discussed below regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock. We cannot assure you that a change in law will not significantly alter the tax considerations described in this discussion. \n

\n This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the alternative minimum tax and the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation: \n

\n •\n
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\n U.S. expatriates and former citizens or long-term residents of the United States or United States expatriated entities; \n

\n •\n
\n

\n persons who have elected to mark securities to market or who hold our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; \n

\n •\n
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\n banks, insurance companies, and other financial institutions; \n

\n •\n
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\n brokers, dealers or traders in securities; \n

\n •\n
\n

\n corporations that accumulate earnings to avoid U.S. federal income tax, controlled foreign corporations, and passive foreign investment companies; \n

\n •\n
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\n foreign entities that are treated as stapled to a domestic entity pursuant to Code Section 269B; \n

\n •\n
\n

\n persons who have acquired our common stock in connection with the exercise of employee stock options or otherwise as compensation for services; \n

\n •\n
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\n tax-exempt organizations, pension plans, tax-qualified retirement plans, or governmental organizations; \n

\n •\n
\n

\n persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451(b) of the Code; \n

\n •\n
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\n a “qualified foreign pension fund” as defined in Code Section 897(l)(2), or an entity all of the interests of which are held by qualified foreign pension fund; and \n

\n •\n
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\n persons deemed to sell our common stock under the constructive sale provisions of the Code. \n

\n If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them. \n

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\n THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY. \n

\n Definition of a Non-U.S. Holder \n

\n For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is for U.S. federal income tax purposes: \n

\n •\n
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\n a non-resident alien individual; \n

\n •\n
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\n a foreign corporation (or any other foreign entity treated as a corporation for U.S. federal income tax purposes); \n

\n •\n
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\n an estate, the income of which is not subject to U.S. federal income taxation regardless of its source; or \n

\n •\n
\n

\n trust that does not have in effect a valid election under the U.S. Treasury Regulations, to be treated as a United States person and (i) no court within the United States is able to exercise primary supervision over the trust’s administration, or (ii) no United States person has the authority to control all substantial decisions of that trust. \n

\n Distributions \n

\n As described in the section titled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock (other than certain pro rata distributions of our stock), such distributions will generally constitute dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any remaining excess will be treated thereafter as capital gain from the sale or exchange of the Non-U.S. Holder’s shares of common stock, which is subject to the tax treatment described below in the section entitled “— Sale or Other Taxable Disposition.” \n

\n Subject to the discussion below in the sections entitled “— Information Reporting and Backup Withholding” and “—FATCA Withholding” and the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income tax treaty. To receive a reduced withholding rate under a treaty, a Non-U.S. Holder must furnish a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-U.S. Holder that holds our common stock through a financial institution or other agent will be required to provide appropriate documentation to the financial institution or other agent, which then will be required to provide certification to us or our paying agent either directly or through other intermediaries. A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced income tax treaty rate, may generally obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty.

\n If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, as provided by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. \n

\n Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates that also apply to United States persons (as defined by the Code). A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules. \n

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\n Sale or Other Taxable Disposition \n

\n Subject to the discussion below under “— Information Reporting and Backup Withholding” and “— FATCA Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale or other taxable disposition of our common stock unless: \n

\n •\n
\n

\n the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, as provided by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); \n

\n •\n
\n

\n the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or \n

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\n

\n we are or have been a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding such disposition or such Non-U.S. Holder’s holding period for our common stock (the “relevant period”) and the Non-U.S. Holder (i) disposes of our common stock during a calendar year when our common stock is no longer regularly traded on an established securities market or (ii) owned (directly, indirectly and constructively) more than 5% of our common stock at any time during the relevant period. \n

\n Gain de