COLONY BANKCORP INC SEC Filings

Colony Bankcorp, Inc. (CBAN) filed an amended Form S-4 for its stock-and-cash acquisition of First Reliance Bancshares, Inc. (FSRL). FSRL will merge into Colony, followed by a bank merger of First Reliance Bank into Colony Bank, with Colony and Colony Bank surviving.

Each FSRL share will be converted, at holder election and subject to proration, into either $19.75 in cash or 0.94 CBAN shares, with a target mix of approximately 20% cash and 80% stock and a stock conversion maximum of 80% of FSRL shares. Colony expects to issue approximately 6,185,975 CBAN shares, after which former FSRL shareholders will own about 22.57% of the combined company.

The merger requires approval of FSRL holders owning two-thirds of voting power and a majority vote of CBAN shares represented to approve the stock issuance, plus bank regulatory approvals. The parties expect completion as early as Q4 2026. They expect the transaction to qualify as a Section 368(a) reorganization, and FSRL shareholders have statutory dissenters’ rights, subject to a 7.5% cap on shares exercising those rights.

COLONY BANKCORP INC (CBAN) reports that Chief Banking Officer Edward G Canup purchased a total of 4,000 shares of Colony Bankcorp, Inc common stock in open-market transactions on August 18–20, 2026, at prices between $21.25 and $22.00 per share. Some reported holdings include shares acquired through reinvested dividends and salary deferral. He also reports indirect ownership of 10,324.54 shares held through a 401k account that includes shares acquired through 401k company match, reinvested dividends, and salary deferral.

Colony Bankcorp, Inc. is registering common stock on Form S-4 for the proposed merger with First Reliance Bancshares, Inc. FSRL will merge into Colony, followed by the merger of First Reliance Bank into Colony Bank.

Each FSRL share will be converted into either $19.75 in cash or 0.94 shares of Colony common stock, with election and proration mechanics targeting roughly 20% cash and 80% stock, and an overall cap so no more than 80% of FSRL shares receive stock consideration. Approximately 6,185,975 Colony shares are issuable, subject to anti-dilution and price-protection adjustments.

FSRL options are cashed out based on the $19.75 price, restricted stock and most RSUs vest and receive merger consideration, and certain RSUs roll into Colony awards. The transaction is intended to qualify as a tax-free reorganization under Section 368(a), with cash (including for fractional shares) taxable. Completion requires regulatory approvals, tax opinions, FSRL and Colony shareholder approvals, and that no more than 7.5% of FSRL shares exercise dissenters’ rights.

Colony Bankcorp Inc is reported to have its common stock held by several related Fourthstone entities under a passive ownership structure. Fourthstone LLC, a registered investment adviser, directly holds 166,465 shares of Colony Bankcorp common stock on behalf of its advisory clients, representing 0.79% of the class based on 21,159,669 shares outstanding as of May 6, 2026. Related entities, including Fourthstone Master Opportunity Fund Ltd., Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP, Fourthstone GP LLC, and L. Phillip Stone IV, report shared voting and dispositive power over portions of these shares. The reporting group certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Colony Bankcorp, and confirms that its aggregate ownership is 5 percent or less of the class.

Colony Bankcorp, Inc. reported higher profitability for the quarter ended June 30, 2026. Net income was 10,857 (dollars in thousands), up from 7,978 a year earlier, with diluted EPS of 0.51 versus 0.46. For the first six months, net income reached 19,061 and diluted EPS 0.90, compared with 14,591 and 0.83.

For the six-month period, net interest income rose to 59,072 (dollars in thousands) from 43,337, while the provision for credit losses increased to 3,650 from 1,950 and noninterest expense to 54,106 from 42,225. At June 30, 2026, total assets were 3,627,583 and loans, net were 2,442,800, funded mainly by deposits of 2,972,176. Approximately 83% of the loan portfolio is secured by real estate, and nonaccrual loans declined to 18,912 from 23,380 at December 31, 2025.

Edward G. Canup, Chief Banking Officer of Colony Bankcorp Inc, reported buying a total of 2,000 shares of common stock on July 30, 2026 in two transactions, 1,000 shares at $21.85 and 1,000 shares at $21.75 per share. These are reported as direct holdings. A separate entry shows 10,324.54 shares held indirectly through a 401k plan, with footnotes stating that certain reported holdings include shares from 401k company match, reinvested dividends and salary deferral. The trades were not reported under a Rule 10b5-1 trading plan.

Vanguard Capital Management LLC, together with certain affiliates, reports beneficial ownership in Colony Bankcorp Inc common stock on an amended Schedule 13G. The group holds 1,042,729 shares, representing 4.92% of the common stock class as of June 30, 2026.

Vanguard Capital Management has sole voting power over 136,381 shares and sole dispositive power over 1,042,729 shares, with no shared voting or dispositive power. Dividends and sale proceeds are generally for the benefit of Vanguard-managed funds and accounts, and no other single person has an interest in more than 5% of the class.

BlackRock, Inc. filed Amendment No. 4 to Schedule 13G reporting beneficial ownership of 1,406,668 shares of COLONY BANKCORP INC common stock, representing 6.6% of the class. BlackRock has sole voting power over 1,384,909 shares and sole dispositive power over 1,406,668 shares.

The shares are held by certain BlackRock business units, with economic interests spread among various underlying persons and clients. Various persons may receive dividends or sale proceeds, but no single person has more than five percent of COLONY BANKCORP INC’s total outstanding common shares.

Colony Bankcorp reported second quarter 2026 net income of $10,857 thousand, or $0.51 per diluted share, compared with $7,978 thousand and $0.46 in second quarter 2025. Net interest income was $29,869 thousand versus $22,385 thousand a year earlier, and net interest margin was 3.52% compared with 3.12%, with operating return on average assets of 1.20%.

Loans totaled $2,464,834 thousand and deposits $2,972,176 thousand at June 30, 2026, on total assets of $3,627,583 thousand. Asset quality metrics included nonperforming assets of $20,941 thousand and an allowance for credit losses equal to 0.89% of loans. The board declared a quarterly cash dividend of $0.12 per share, payable August 19, 2026 to shareholders of record on August 5, 2026. Management also highlighted progress on the planned merger with First Reliance and stated that legal close is expected in the fourth quarter of this year.