{"url_path":"/sec/cban/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**","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":1379,"has_tables":true,"body_markdown":"**Item 8.01 Other Events**\n\n \n\nOn June 24, 2026, the Company and FSRL issued\na joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit\n99.1 and incorporated by reference herein.\n\n \n\nThe Company is also providing supplemental information relating to the Merger in the investor\npresentation attached hereto as Exhibit 99.2 and questions and answers for Company and FSRL team members used on June 24, 2026 as Exhibit\n99.3.\n\n \n\n \n\n \n\n \n\n**Cautionary Statements Regarding Forward-Looking Information**\n\n \n\nThis Current Report contains “forward-looking\nstatements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use\nwords such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,”\n“should,” “plan,” “estimate,” “predict,” “continue” and “potential”\nor the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of\nthe Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting\nfrom the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact\non and timing of the recovery of the impact on tangible book value, and the effect of the Merger on the Company's capital ratios. Forward-looking\nstatements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters\naddressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties\nthat change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by\nsuch statements.\n\n \n\nFactors that could cause or contribute to such\ndifferences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized\nor take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners\nrelationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement,\n(4) the risk of successful integration of FSRL’s business into the Company, (5) the failure to obtain the necessary approvals by\nthe shareholders of FSRL or the Company, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability\nof the parties to obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational\nrisk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (9) the failure\nof the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that\nthe integration of FSRL’s operations into the operations of the Company will be materially delayed or will be more costly or difficult\nthan expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected\nfactors or events, (12) the dilution caused by the Company's issuance of additional shares of its common stock in the Merger transaction,\n(13) the successful integration of the recently completed acquisition of TC Bancshares, Inc., and (14) general competitive, economic,\npolitical and market conditions.\n\n \n\nThese factors are not necessarily all of the factors\nthat could cause the Company’s, FSRL’s or the combined company’s actual results, performance, or achievements to differ\nmaterially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable\nfactors, also could harm the Company’s, FSRL’s, or the combined company’s results.\n\n \n\nThe Company and FSRL urge you to consider all\nof these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by the Company and /\nor FSRL. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual\nresults relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or\nimplied in that forward-looking statement. Any forward-looking statement made in this Current Report or made by the Company or FSRL in\nany report, filing, document or information incorporated by reference in this Current Report, speaks only as of the date on which it is\nmade. The Company and FSRL undertake no obligation to update any such forward-looking statement, whether as a result of new information,\nfuture developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions\nor bases underlying the forward-looking statement. The Company and FSRL believe that these assumptions or bases have been chosen in good\nfaith and that they are reasonable. However, the Company and FSRL caution you that assumptions as to future occurrences or results almost\nalways vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can\nbe material. Therefore, the Company and FSRL caution you not to place undue reliance on the forward-looking statements contained in this\nCurrent Report or incorporated by reference herein.\n\n \n\nIf the Company or FSRL update one or more forward-looking\nstatements, no inference should be drawn that the Company or FSRL will make additional updates with respect to those or other forward-looking\nstatements, unless required by law. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can\nbe found in the cautionary language included under the headings “Management's Discussion and Analysis of Financial Condition and\nResults of Operations” and “Risk Factors” in the Company's Annual Reports on Form 10-K for the year ended December 31,\n2025, and other documents subsequently filed by the Company with the SEC.\n\n \n\n \n\n \n\n \n\n**Additional Information About the Merger and Where to Find\nIt**\n\n \n\nThis Current Report does not constitute an\noffer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be\nany sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such jurisdiction. In connection with the proposed Merger, the Company will file with\nthe SEC a registration statement on Form S-4 that will include a joint proxy statement of FSRL and the Company and a prospectus of\nthe Company, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ\nTHE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4\nAND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT\nINFORMATION ABOUT THE COMPANY, FSRL AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to the shareholders\nof FSRL seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the\nregistration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed\nwith the SEC by the Company through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by the Company\nwill also be available free of charge by directing a written request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald,\nGeorgia 31750, Attn: Derek Shelnutt and on the Company’s website, www.colony.bank, under Investor Relations. The\nCompany’s telephone number is (229) 426-6000.\n\n \n\n**Participants in the Transaction**\n\n \n\nThe Company, FSRL and certain of their respective\ndirectors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FSRL and the\nCompany in connection with the proposed transaction. Certain information regarding the interests of these participants and a description\nof their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding\nthe proposed transaction when it becomes available. Additional information about the Company and its directors and officers may be found\nin the definitive proxy statement of the Company relating to its 2026 Annual Meeting of Shareholders filed with the SEC on April 16, 2026.\nThe definitive proxy statement can be obtained free of charge from the sources described above."}