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Ameris Bancorp (NYSE: ABCB) sets exclusive courts for key claims

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ameris Bancorp has amended and restated its bylaws, effective June 18, 2026. The updated bylaws introduce an exclusive forum provision that directs certain legal claims to the Georgia State-wide Business Court and assigns all claims arising under the Securities Act of 1933 to U.S. federal district courts.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of amended bylaws June 18, 2026 Board approval and effectiveness date of Amended and Restated Bylaws
Common stock par value $1.00 per share Par value of Ameris Bancorp common stock listed on NYSE
Amended and Restated Bylaws regulatory
"the Board of Directors of Ameris Bancorp approved an amendment and restatement of the Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
exclusive forum provision regulatory
"The Amended and Restated Bylaws add an exclusive forum provision designating the Georgia State-wide Business Court"
Georgia State-wide Business Court regulatory
"designating the Georgia State-wide Business Court as the exclusive forum for certain legal claims"
Securities Act of 1933 regulatory
"the exclusive forum for all claims arising under the Securities Act of 1933, as amended"
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Understanding 8-K Material Events →
false000035156912/3100003515692026-06-182026-06-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):June 18, 2026
Ameris Bancorp
(Exact Name of Registrant as Specified in Charter)
Georgia001-1390158-1456434
(State or Other Jurisdiction of Incorporation)(Commission File Number) (IRS Employer Identification No.)
    
3490 Piedmont Road N.E., Suite 1550
Atlanta,Georgia30305
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:(404)639-6500
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
ABCB
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 18, 2026, the Board of Directors of Ameris Bancorp approved an amendment and restatement of the Bylaws of Ameris Bancorp, effective as of such date (as so amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws add an exclusive forum provision designating the Georgia State-wide Business Court as the exclusive forum for certain legal claims and the federal district courts of the United States of America as the exclusive forum for all claims arising under the Securities Act of 1933, as amended.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1
Amended and Restated Bylaws of Ameris Bancorp through June 18, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
AMERIS BANCORP
By:/s/ Nicole S. Stokes
Nicole S. Stokes
Chief Financial Officer


Date: June 18, 2026



Source: View Original Filing on SEC EDGAR

FAQ

What did Ameris Bancorp (ABCB) change in its bylaws on June 18, 2026?

Ameris Bancorp approved an amended and restated set of bylaws effective June 18, 2026. The key change is adding an exclusive forum provision that directs specified internal corporate disputes and Securities Act claims to designated courts for handling.

Which courts does Ameris Bancorp (ABCB) designate as exclusive forums?

The bylaws designate the Georgia State-wide Business Court as the exclusive forum for certain legal claims. They also designate the federal district courts of the United States as the exclusive forum for all claims arising under the Securities Act of 1933, as amended.

Why is Ameris Bancorp (ABCB) adopting an exclusive forum provision?

Ameris Bancorp is adopting an exclusive forum provision through its amended and restated bylaws. This provision centralizes specified corporate and Securities Act disputes in particular courts, potentially providing more predictable venues and procedures for resolving those categories of claims involving the company.

When did Ameris Bancorp’s amended and restated bylaws become effective?

Ameris Bancorp’s amended and restated bylaws became effective on June 18, 2026. That is the same date the Board of Directors approved the changes, including the new exclusive forum provision for certain corporate and Securities Act-related legal claims involving the company.

Where can investors find the full text of Ameris Bancorp’s amended bylaws?

Investors can find the full text of Ameris Bancorp’s amended and restated bylaws as Exhibit 3.1 to this report. The exhibit, incorporated by reference, contains the complete bylaw language, including the new exclusive forum provision and other existing governance terms.

Does Ameris Bancorp’s bylaw change affect Securities Act claims specifically?

Yes, the amended and restated bylaws specify that all claims arising under the Securities Act of 1933, as amended, must be brought in federal district courts of the United States. This gives those federal courts exclusive authority over Securities Act claims involving Ameris Bancorp.

Filing Exhibits & Attachments

4 documents

Other Documents