{"url_path":"/sec/cban/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/711669/0001104659-26-077342-index.html","accession_number":"0001104659-26-077342","cik":"0000711669","ticker":"CBAN","issuer_name":"COLONY BANKCORP INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/711669/0001104659-26-077342-index.html","primary_entity_key":"0000711669","primary_entity_name":"COLONY BANKCORP INC"},"word_count":2107,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material\nDefinitive Agreement**\n\n \n\n**Agreement and Plan of Merger**\n\n \n\n*Merger.*On June 24, 2026, Colony Bankcorp,\nInc., a Georgia corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)\nwith First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”), whereby FSRL will be merged with and into the\nCompany (the “Merger”). Pursuant to and simultaneously with entering into the Merger Agreement, the Company’s wholly-owned\nsubsidiary bank, Colony Bank, and FSRL’s wholly-owned subsidiary bank, First Reliance Bank, entered into a Bank Plan of Merger and\nMerger Agreement whereby First Reliance Bank will be merged with and into Colony Bank immediately following the merger of FSRL with and\ninto the Company (the “Bank Merger”).\n\n \n\nThe\nMerger Agreement has been unanimously approved by the boards of directors of the Company and FSRL. The transaction is expected to close\nduring the fourth quarter of 2026, subject to customary closing conditions discussed below.\n\n \n\n*Merger Consideration.*Pursuant to the Merger\nAgreement, upon the consummation of the Merger, each outstanding share of FSRL common stock and FSRL preferred stock (collectively, the\n“FSRL Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”)\nwill be converted into the right to receive, at the election of each FSRL shareholder, either (i) $19.75 in cash (the “Per Share\nCash Consideration”), or (ii) 0.94 of a share of the Company’s common stock (the “Per Share Stock Consideration”),\nsubject to customary proration and allocation procedures such that approximately 20% of FSRL Stock will be converted to the Per Share\nCash Consideration and the remaining 80% of FSRL Stock will be converted to the Per Share Stock Consideration.\n\n \n\nImmediately prior to, but continent upon, the\nEffective Time, each then-outstanding restricted stock unit (other than certain restricted stock units identified as “Rollover RSUs”)\nthat was granted under a FSRL stock plan will fully vest and be cancelled and converted into the right to receive, as elected by the holder\nand subject to allocation procedures and applicable tax withholdings, either the Per Share Cash Consideration or the Per Share Stock Consideration.\nEach Rollover RSU will be assumed by CBAN and converted into a restricted stock unit with respect to shares of CBAN Common Stock (a “CBAN\nRSU”), with the number of CBAN RSUs determined based on the exchange ratio and subject to substantially the same terms and conditions,\nincluding vesting conditions.\n\n \n\nEach restricted share of FSRL Common Stock will\nbecome fully vested and will receive, as elected by the holder and subject to allocation procedures and applicable tax withholdings, either\nthe Per Share Cash Consideration or the Per Share Stock Consideration.\n\n \n\nImmediately prior to, but contingent upon, the\nEffective Time, each option to purchase shares of FSRL common stock (“FSRL Option”), whether vested or unvested, will be cancelled\nand converted into the right to receive a cash payment equal to the product of (i) the total number of shares of common stock of FSRL\nsubject to such FSRL Option *times*(ii) the excess, if any, of the Per Share Cash Consideration *over*the exercise price per\nshare of common stock of FSRL under such FSRL Option, *less* applicable taxes required to be withheld with respect to such payment,\nwith no payment made with respect to any FSRL Option that has an exercise price per share equal to or greater than the Per Share Cash\nConsideration.\n\n \n\nEach outstanding share of the Company’s\ncommon stock will remain outstanding and will be unaffected by the Merger.\n\n \n\n*Representations and Warranties.*The Merger\nAgreement contains usual and customary representations and warranties that the Company and FSRL made to each other as of specific dates.\nThe assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and\nFSRL and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms.\nMoreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from\nwhat may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the\nCompany and FSRL rather than establishing matters of fact.\n\n \n\n \n\n \n\n \n\n*Covenants; No Solicitation.*Each party\nalso has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim\nperiod between the execution of the Merger Agreement and the consummation of the Merger. Additionally, FSRL has agreed, subject to certain\nexceptions, not to (i) initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction;\n(ii) participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition\ntransaction; or (iii) withdraw or modify, in a manner adverse to the Company, the recommendation of the FSRL board of directors that FSRL’s\nshareholders approve the Merger Agreement and the Merger. In the event that FSRL receives a proposal with respect to an alternative acquisition\ntransaction that the FSRL board of directors determines is superior to the Merger, the Company will have an opportunity to match the terms\nof such proposal, subject to certain requirements.\n\n \n\n*Conditions to Closing.*Consummation of\nthe Merger is subject to various customary conditions, including (i) approval of the Merger Agreement and the Merger by shareholders of\nFSRL and approval of the issuance of common stock of the Company by shareholders of the Company; (ii) the receipt of certain regulatory\napprovals; (iii) the receipt of certain governmental approvals; (iv) no injunctions or other legal restraints preventing the consummation\nof the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having declared effective the Company’s registration\nstatement covering the issuance of shares of the Company’s common stock in the Merger; (vi) the receipt by each party of a tax opinion\nto the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986,\nas amended; (vii) the Company’s receipt of a Certification of Non-USRPHC status from FSRL; , (viii) the accuracy of representations\nand warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement\n(subject to customary materiality qualifiers); (ix) dissenting shares representing less than 7.5% of the outstanding shares of FSRL stock;\nand (x) the absence of a material adverse effect with respect to the either the Company or FSRL.\n\n \n\n*Termination.*The Merger Agreement may be\nterminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory\napproval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action\nby the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental\nauthority, (iii) by either party if the approval of the shareholders of either party is not obtained, (iv) by either party in the event\nof a material breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach\nis not cured within thirty days, (v) by either party if the Merger is not consummated on or before March 24, 2027 subject to automatic\nextension to April 23, 2027 if the only outstanding closing condition is the receipt of regulatory approvals, (vi) by the Company if FSRL’s\nboard of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect\nto the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to\nvote on the Merger, (vii) by FSRL if the Company breaches its obligation to call the Company shareholder meeting to vote on the issuance\nof the Company’s common stock in connection with the merger, (viii) by FSRL in order to enter into an agreement relating to a superior\nproposal; (ix) by FSRL if the average of the daily closing prices for the Company’s common stock for the twenty (20) consecutive\ntrading days ending on the fifth trading day immediately preceding closing both (A) is less than $16.86, and (B) underperforms a specified\nindex of financial institution stocks during comparable periods by more than 20%; provided, however, that in the event that FSRL provides\nnotice of its intent to terminate the Merger Agreement as provided in this section (ix), the Company may, but is not obligated, increase\nthe consideration through an adjustment to the exchange ratio to an amount equal to a minimum amount necessary to avoid the satisfaction\nof the conditions in (A) and (B).\n\n \n\n*Termination Fee.*FSRL will pay the Company\na termination fee equal to $6,600,000 in the event (i) the Merger Agreement is terminated by the Company because FSRL’s board of\ndirectors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the\nMerger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to vote on\nthe Merger, (ii) FSRL terminates the Merger Agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated\n(A) by either the Company or FSRL because the required FSRL shareholder approval is not obtained or (B) by the Company because of FSRL’s\nmaterial breach of representations, warranties or covenants, and, in each case, FSRL enters into an agreement for or completes an acquisition\ntransaction within 12 months of the termination of the Merger Agreement if any acquisition proposal was received after the date of the\nMerger Agreement and prior to its termination.\n\n \n\n \n\n \n\nThe foregoing\nsummary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement,\na copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement should not be read alone,\nbut should instead be read in conjunction with the other information regarding the Company, its affiliates and their respective businesses,\nand the information regarding the Merger Agreement, the Merger and FSRL that will be contained in, or incorporated by reference into,\nthe registration statement on Form S-4 of the Company that will include a joint proxy statement of FSRL and the Company and a prospectus\nof the Company and that will be filed with the SEC.\n\n \n\n**Voting Agreements**\n\n \n\nIn connection with entering into the Merger Agreement,\nthe directors and executive officers of both the Company and FSRL have entered into voting agreements (the “Voting Agreements”),\npursuant to which each such director and executive officer of FSRL and the Company agreed to vote his or her shares of FSRL Stock and\nthe Company common stock, as applicable, (i) in favor of approval of the Merger Agreement and the consummation of the transactions contemplated\ntherein, (ii) in favor of any adjournment of the applicable shareholder meeting if there are insufficient votes to approve the transaction\nor, for the Company, to approve the issuance of its common stock, (iii) against any action that would materially breach the merger agreement\nor delay or impede the transactions contemplated thereby, and (iv) for FSRL, against any acquisition proposal. The Voting Agreements generally\nprohibit the sale or transfer of the shares held by each such director or executive officer until the earlier of (i) termination of the\nMerger Agreement or (ii) receipt of the requisite approval of the shareholders. The Voting Agreements terminate upon the earlier of (i)\nthe consummation of the Merger, (ii) the amendment of the Merger Agreement in any manner that materially and adversely affects any rights\nof the shareholder, (iii) the termination of the Merger Agreement or (iv) three years from the date of the Voting Agreements.\n\n \n\nThe foregoing summary of the Voting Agreements\nis qualified in its entirety by reference to the complete text of such documents, the forms of which are included as Exhibit A and Exhibit\nB, respectively, to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.\n\n \n\n**Director Non-Compete Agreements**\n\n \n\nIn connection with entering into the Merger Agreement,\neach of the directors of FSRL and First Reliance Bank will enter into a Non-Competition and Non-Disclosure Agreement with the Company,\nwhich contains provisions related to the non-disclosure of confidential information and trade secrets, non-solicitation of customers with\nwhom such directors had material contact, non-competition within a restricted territory and non-recruitment of employees.\n\n \n\nThe foregoing summary of the Non-Competition and\nNon-Disclosure Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is included\nas Exhibit D to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference."}