Colony Bankcorp (NYSE: CBAN) plans $163M stock-and-cash merger with First Reliance
Rhea-AI Filing Summary
Colony Bankcorp, Inc. is entering a transformative merger with First Reliance Bancshares in a stock-and-cash deal valued at approximately $163 million. First Reliance shareholders can elect either $19.75 in cash or 0.94 Colony share per First Reliance share, with about 20% of shares paid in cash and 80% in stock.
The combined bank is expected to have about $5 billion in assets, $4.0 billion in deposits and $3.2 billion in loans, creating a larger Southeast community banking franchise across Georgia, South Carolina, Alabama and Florida. Colony projects roughly 20% earnings per‑share accretion in 2027, around 12% tangible book value dilution with earnback in under 3.5 years, and a pro forma Common Equity Tier 1 ratio near 11%.
The merger, unanimously approved by both boards, is targeted to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions, including tax reorganization treatment under Section 368(a) and limits on FSRL dissenting shares. A $6.6 million termination fee may be payable by First Reliance in specified break‑up scenarios, and directors and executives of both companies have signed voting agreements supporting the deal.
Positive
- Accretive financial profile: Colony projects roughly 20% 2027 EPS accretion with cost savings, while keeping pro forma CET1 around 11% and targeting tangible book value earnback in under 3.5 years.
- Strategic scale and market expansion: The combined institution is expected to reach about $5 billion in assets with $4.0 billion deposits and $3.2 billion loans, broadening its presence across high‑growth Southeast markets.
Negative
- Dilution and execution risk: The transaction assumes about 12% tangible book value dilution and relies on achieving approximately 35% cost savings, leaving investors exposed to integration, synergy, and purchase‑accounting execution risks.
- Regulatory and deal completion contingencies: Closing depends on multiple approvals, limits on dissenting shares, and no material adverse effect, with a complex termination framework and a $6.6 million break‑up fee in certain scenarios.
Insights
Colony pursues a $163M Southeast bank merger with modeled EPS upside but integration and dilution trade-offs.
Colony Bankcorp plans to acquire First Reliance in a mixed cash-and-stock deal valued at about $163 million. Consideration is mostly stock, with roughly 80% of First Reliance shares converted into Colony stock and the rest into cash, preserving capital while enlarging the franchise to roughly $5 billion in assets.
Management models about 20% 2027 earnings-per-share accretion, around 12% tangible book value dilution and tangible book earnback in under 3.5 years, alongside a pro forma CET1 ratio near 11%. These figures rely on achieving cost savings of roughly 35% of First Reliance’s projected 2028 noninterest expense and on purchase accounting marks, including a $9.0 million gross credit mark and multiple rate and intangible adjustments.
Risks highlighted in the disclosure include regulatory and shareholder approvals, potential delays, integration execution, cost overrun or synergy shortfall, and dilution from new Colony shares issued. A $6.6 million termination fee and detailed termination rights structure the break-up risk. Subsequent S‑4 materials and future filings will provide more granular financial and pro forma performance detail.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger financial
tangible book value financial
Common Equity Tier 1 ratio financial
registration statement on Form S-4 regulatory
Section 368(a) reorganization regulatory
voting agreements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of |
(Commission File Number) |
(IRS. Employer Identification |
(Address of principal executive offices) (Zip Code)
( (Registrant’s telephone number, including area code) | ||
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:
| 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 |
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 l3(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
Merger. On June 24, 2026, Colony Bankcorp, Inc., a Georgia corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”), whereby FSRL will be merged with and into the Company (the “Merger”). Pursuant to and simultaneously with entering into the Merger Agreement, the Company’s wholly-owned subsidiary bank, Colony Bank, and FSRL’s wholly-owned subsidiary bank, First Reliance Bank, entered into a Bank Plan of Merger and Merger Agreement whereby First Reliance Bank will be merged with and into Colony Bank immediately following the merger of FSRL with and into the Company (the “Bank Merger”).
The Merger Agreement has been unanimously approved by the boards of directors of the Company and FSRL. The transaction is expected to close during the fourth quarter of 2026, subject to customary closing conditions discussed below.
Merger Consideration. Pursuant to the Merger Agreement, upon the consummation of the Merger, each outstanding share of FSRL common stock and FSRL preferred stock (collectively, the “FSRL Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be converted into the right to receive, at the election of each FSRL shareholder, either (i) $19.75 in cash (the “Per Share Cash Consideration”), or (ii) 0.94 of a share of the Company’s common stock (the “Per Share Stock Consideration”), subject to customary proration and allocation procedures such that approximately 20% of FSRL Stock will be converted to the Per Share Cash Consideration and the remaining 80% of FSRL Stock will be converted to the Per Share Stock Consideration.
Immediately prior to, but continent upon, the Effective Time, each then-outstanding restricted stock unit (other than certain restricted stock units identified as “Rollover RSUs”) that 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 and subject to allocation procedures and applicable tax withholdings, either the Per Share Cash Consideration or the Per Share Stock Consideration. Each Rollover RSU will be assumed by CBAN and converted into a restricted stock unit with respect to shares of CBAN Common Stock (a “CBAN RSU”), with the number of CBAN RSUs determined based on the exchange ratio and subject to substantially the same terms and conditions, including vesting conditions.
Each restricted share of FSRL Common Stock will become fully vested and will receive, as elected by the holder and subject to allocation procedures and applicable tax withholdings, either the Per Share Cash Consideration or the Per Share Stock Consideration.
Immediately prior to, but contingent upon, the Effective Time, each option to purchase shares of FSRL common stock (“FSRL Option”), whether vested or unvested, will be cancelled and 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 subject to such FSRL Option times (ii) the excess, if any, of the Per Share Cash Consideration over the exercise price per share of common stock of FSRL under such FSRL Option, less applicable taxes required to be withheld with respect to such payment, with 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 Consideration.
Each outstanding share of the Company’s common stock will remain outstanding and will be unaffected by the Merger.
Representations and Warranties. The Merger Agreement contains usual and customary representations and warranties that the Company and FSRL made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and FSRL and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the Company and FSRL rather than establishing matters of fact.
Covenants; No Solicitation. Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, FSRL has agreed, subject to certain exceptions, not to (i) initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction; (ii) participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition transaction; or (iii) withdraw or modify, in a manner adverse to the Company, the recommendation of the FSRL board of directors that FSRL’s shareholders approve the Merger Agreement and the Merger. In the event that FSRL receives a proposal with respect to an alternative acquisition transaction that the FSRL board of directors determines is superior to the Merger, the Company will have an opportunity to match the terms of such proposal, subject to certain requirements.
Conditions to Closing. Consummation of the Merger is subject to various customary conditions, including (i) approval of the Merger Agreement and the Merger by shareholders of FSRL and approval of the issuance of common stock of the Company by shareholders of the Company; (ii) the receipt of certain regulatory approvals; (iii) the receipt of certain governmental approvals; (iv) no injunctions or other legal restraints preventing the consummation of the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having declared effective the Company’s registration statement covering the issuance of shares of the Company’s common stock in the Merger; (vi) the receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended; (vii) the Company’s receipt of a Certification of Non-USRPHC status from FSRL; , (viii) the accuracy of representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement (subject to customary materiality qualifiers); (ix) dissenting shares representing less than 7.5% of the outstanding shares of FSRL stock; and (x) the absence of a material adverse effect with respect to the either the Company or FSRL.
Termination. The Merger Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory approval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action by the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental authority, (iii) by either party if the approval of the shareholders of either party is not obtained, (iv) by either party in the event of a material breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach is not cured within thirty days, (v) by either party if the Merger is not consummated on or before March 24, 2027 subject to automatic extension to April 23, 2027 if the only outstanding closing condition is the receipt of regulatory approvals, (vi) by the Company if FSRL’s board of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to vote on the Merger, (vii) by FSRL if the Company breaches its obligation to call the Company shareholder meeting to vote on the issuance of the Company’s common stock in connection with the merger, (viii) by FSRL in order to enter into an agreement relating to a superior proposal; (ix) by FSRL if the average of the daily closing prices for the Company’s common stock for the twenty (20) consecutive trading days ending on the fifth trading day immediately preceding closing both (A) is less than $16.86, and (B) underperforms a specified index of financial institution stocks during comparable periods by more than 20%; provided, however, that in the event that FSRL provides notice of its intent to terminate the Merger Agreement as provided in this section (ix), the Company may, but is not obligated, increase the consideration through an adjustment to the exchange ratio to an amount equal to a minimum amount necessary to avoid the satisfaction of the conditions in (A) and (B).
Termination Fee. FSRL will pay the Company a termination fee equal to $6,600,000 in the event (i) the Merger Agreement is terminated by the Company because FSRL’s board of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to vote on the Merger, (ii) FSRL terminates the Merger Agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated (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 material breach of representations, warranties or covenants, and, in each case, FSRL enters into an agreement for or completes an acquisition transaction within 12 months of the termination of the Merger Agreement if any acquisition proposal was received after the date of the Merger Agreement and prior to its termination.
The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, its affiliates and their respective businesses, and the information regarding the Merger Agreement, the Merger and FSRL that will be contained in, or incorporated by reference into, the registration statement on Form S-4 of the Company that will include a joint proxy statement of FSRL and the Company and a prospectus of the Company and that will be filed with the SEC.
Voting Agreements
In connection with entering into the Merger Agreement, the directors and executive officers of both the Company and FSRL have entered into voting agreements (the “Voting Agreements”), pursuant to which each such director and executive officer of FSRL and the Company agreed to vote his or her shares of FSRL Stock and the Company common stock, as applicable, (i) in favor of approval of the Merger Agreement and the consummation of the transactions contemplated therein, (ii) in favor of any adjournment of the applicable shareholder meeting if there are insufficient votes to approve the transaction or, for the Company, to approve the issuance of its common stock, (iii) against any action that would materially breach the merger agreement or delay or impede the transactions contemplated thereby, and (iv) for FSRL, against any acquisition proposal. The Voting Agreements generally prohibit the sale or transfer of the shares held by each such director or executive officer until the earlier of (i) termination of the Merger Agreement or (ii) receipt of the requisite approval of the shareholders. The Voting Agreements terminate upon the earlier of (i) the consummation of the Merger, (ii) the amendment of the Merger Agreement in any manner that materially and adversely affects any rights of the shareholder, (iii) the termination of the Merger Agreement or (iv) three years from the date of the Voting Agreements.
The foregoing summary of the Voting Agreements is qualified in its entirety by reference to the complete text of such documents, the forms of which are included as Exhibit A and Exhibit B, respectively, to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.
Director Non-Compete Agreements
In connection with entering into the Merger Agreement, each of the directors of FSRL and First Reliance Bank will enter into a Non-Competition and Non-Disclosure Agreement with the Company, which contains provisions related to the non-disclosure of confidential information and trade secrets, non-solicitation of customers with whom such directors had material contact, non-competition within a restricted territory and non-recruitment of employees.
The foregoing summary of the Non-Competition and Non-Disclosure Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is included as Exhibit D to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.
Item 8.01 Other Events
On June 24, 2026, the Company and FSRL issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Company is also providing supplemental information relating to the Merger in the investor presentation attached hereto as Exhibit 99.2 and questions and answers for Company and FSRL team members used on June 24, 2026 as Exhibit 99.3.
Cautionary Statements Regarding Forward-Looking Information
This Current Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on 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 statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of FSRL’s business into the Company, (5) the failure to obtain the necessary approvals by the shareholders of FSRL or the Company, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability of the parties to obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of FSRL’s operations into the operations of the Company will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by the Company's issuance of additional shares of its common stock in the Merger transaction, (13) the successful integration of the recently completed acquisition of TC Bancshares, Inc., and (14) general competitive, economic, political and market conditions.
These factors are not necessarily all of the factors that could cause the Company’s, FSRL’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the Company’s, FSRL’s, or the combined company’s results.
The Company and FSRL urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by the Company and / or FSRL. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this Current Report or made by the Company or FSRL in any report, filing, document or information incorporated by reference in this Current Report, speaks only as of the date on which it is made. The Company and FSRL undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company and FSRL believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, the Company and FSRL caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, the Company and FSRL caution you not to place undue reliance on the forward-looking statements contained in this Current Report or incorporated by reference herein.
If the Company or FSRL update one or more forward-looking statements, no inference should be drawn that the Company or FSRL will make additional updates with respect to those or other forward-looking statements, unless required by law. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the cautionary language included under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company's Annual Reports on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by the Company with the SEC.
Additional Information About the Merger and Where to Find It
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed Merger, the Company will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of FSRL and the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FSRL AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to the shareholders of FSRL seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed with 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 will also be available free of charge by directing a written request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750, Attn: Derek Shelnutt and on the Company’s website, www.colony.bank, under Investor Relations. The Company’s telephone number is (229) 426-6000.
Participants in the Transaction
The Company, FSRL and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FSRL and the Company in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about the Company and its directors and officers may be found in the definitive proxy statement of the Company relating to its 2026 Annual Meeting of Shareholders filed with the SEC on April 16, 2026. The definitive proxy statement can be obtained free of charge from the sources described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description |
| 2.1 | Agreement and Plan of Merger, dated June 24, 2026, by and between Colony Bankcorp, Inc. and First Reliance Bancshares, Inc.* |
| 99.1 |
Joint Press Release of Colony Bankcorp, Inc. and First Reliance Bancshares, Inc., dated June 24, 2026 |
| 99.2 |
Investor Presentation dated June 24, 2026 |
| 99.3 | A Team Member’s Guide to the Colony Bank Partnership dated June 24, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
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.
| COLONY BANKCORP, INC. | |||
| Date: June 24, 2026 | By: | /s/ T. Heath Fountain | |
| T. Heath Fountain | |||
| Chief Executive Officer | |||
Exhibit 99.1
 |
 |
COLONY BANKCORP, INC. AND FIRST RELIANCE BANCSHARES, INC. SIGN DEFINITIVE MERGER AGREEMENT TO CREATE TRANSFORMATIONAL SOUTHEAST BANKING PARTNERSHIP
FITZGERALD, GA. and FLORENCE, SC (June 24, 2026) - Colony Bankcorp, Inc. (NYSE: CBAN) (“Colony” or the “Company”), the holding company for Colony Bank, and First Reliance Bancshares, Inc. (OTCQX: FSRL) (“First Reliance”), the holding company for First Reliance Bank, today jointly announced the signing of a definitive merger agreement in which Colony has agreed to acquire 100% of the stock of First Reliance in a combined stock-and-cash transaction valued at approximately $163 million (the “Merger”). This strategic combination will create a transformational partnership, significantly expanding the combined institution’s footprint across premier, high-growth markets in Alabama, Florida, Georgia and South Carolina.
“This partnership represents a truly transformational milestone for both Colony and First Reliance,” said Heath Fountain, Colony’s Chief Executive Officer. “By uniting our teams, we are creating a premier Southeast banking franchise that is uniquely positioned to capture market share in some of the most dynamic economies in the country. First Reliance shares our passion for community banking, and together, we will have the scale, talent, and resources to better serve our customers and communities.”
Rick Saunders, Founder and Chief Executive Officer of First Reliance, commented, “We are thrilled to partner with Colony in a move that accelerates our strategic growth plans. This partnership allows us to preserve our cherished culture while gaining the operational scale required to compete at the highest level. Our customers will enjoy access to broader banking capabilities and enhanced technology, while our employees will benefit from being part of a larger, dynamic organization with expanded career opportunities.”
Key leadership appointments following the Merger include Rick Saunders, who will join Colony as Executive Vice Chairman, board member, and member of the executive team. Justin Strickland, currently President of First Reliance, will become Colony’s President for South Carolina and Robert Haile, First Reliance’s Chief Financial Officer, will serve as Chief Investment Officer and Treasurer. Additionally, Brook Moore, First Reliance’s Chief Credit Officer will become Colony’s Credit Officer for South Carolina and Chuck Stuart, current President of the First Reliance Mortgage Division, will join as Co-President of Colony Mortgage.
Strengthening the governance of the combined company, First Reliance director Rick Redden will join the Colony Board of Directors, while First Reliance Chairman Dr. Dale Lusk will maintain an active advisory role with formal board observation rights.
Following the closing of the merger, First Reliance locations in South Carolina will continue operating under the First Reliance brand. Customers of both organizations will continue to receive the same industry-leading service both institutions are recognized for delivering.
Under the terms of the agreement, each First Reliance shareholder will have the right to elect to receive either $19.75 in cash or 0.94 of a share of Colony’s common stock in exchange for each share of First Reliance common stock, subject to customary proration and allocation procedures such that approximately 20% of First Reliance common stock will be converted to cash consideration and the remaining 80% will be converted to Colony common stock. The combined organization will have approximately $5 billion in total assets, $4.0 billion in total deposits, and $3.2 billion in loans, making it one of the leading community banks in the Southeast. The transaction is expected to be immediately accretive to Colony’s earnings per share, excluding one- time merger-related expenses, and will enhance Colony’s key performance ratios.
The boards of directors of both Colony and First Reliance have unanimously approved the transaction, which is expected to close in fourth quarter 2026, subject to regulatory approvals, shareholder approval, and other customary closing conditions.
A conference call with analysts will be held at 9:00 AM Eastern Time on Thursday, June 25, 2026. The conference call can be accessed by dialing 1-800-715-9871 and using the Conference ID: 3962081. A replay of the call will be available until Thursday, July 2, 2026, by dialing 1-800-770-2030 and entering the passcode 3962081#. An investor presentation will be available under the Investor Relations section of the Company’s website, www.colony.bank.
Advisors
Keefe, Bruyette & Woods A Stifel Company served as financial advisor and Alston & Bird, LLP served as legal counsel to Colony. Hovde Group, LLC served as financial advisor to First Reliance and Ward and Smith, P.A. served as its legal advisor.
About Colony Bankcorp, Inc.
Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in Fitzgerald, Georgia in 1975, Colony operates locations throughout Georgia as well as in Birmingham, Alabama; Tallahassee, Florida; and the Florida Panhandle. Colony Bank offers a range of banking solutions for personal and business customers. In addition to traditional banking services, Colony provides specialized solutions that include mortgage lending, government guaranteed lending, consumer insurance, wealth management, credit cards and merchant services. Colony’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CBAN.” For more information, please visit www.colony.bank. You can also follow the Company on social media.
About First Reliance Bancshares, Inc.
Founded in 1999 to provide a better banking experience and improve the lives of our clients, associates, and communities, First Reliance Bancshares, Inc. (OTCQX: FSRL) is headquartered in Florence, South Carolina, with $1.1 billion in assets. First Reliance provides a comprehensive range of consumer and business banking services, prioritizing superior customer service as the cornerstone of First Reliance. For more information on First Reliance Bank, visit www.firstreliance.com.
Forward-Looking Statements
This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger, to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on 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 statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of First Reliance’s business into the Company, (5) the failure to obtain the necessary approvals by the shareholders of First Reliance or the Company, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability of the parties to obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of First Reliance’s operations into the operations of the Company will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by the Company's issuance of additional shares of its common stock in the Merger transaction, (13) the successful integration of the recently completed acquisition of TC Bancshares, Inc., and (14) general competitive, economic, political and market conditions.
These factors are not necessarily all of the factors that could cause the Company’s, First Reliance’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the Company’s, First Reliance’s, or the combined company’s results.
The Company and First Reliance urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by the Company and / or First Reliance. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward- looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this news release or made by the Company or First Reliance in any report, filing, document or information incorporated by reference in this news release, speaks only as of the date on which it is made. The Company and First Reliance undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company and First Reliance believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, the Company and First Reliance caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, the Company and First Reliance caution you not to place undue reliance on the forward-looking statements contained in this news release or incorporated by reference herein.
If the Company or First Reliance update one or more forward-looking statements, no inference should be drawn that the Company or First Reliance will make additional updates with respect to those or other forward-looking statements, unless required by law. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the cautionary language included under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company's Annual Reports on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by the Company with the Securities and Exchange Commission (the “SEC”).
Additional Information About the Merger and Where to Find It
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed Merger, the Company will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of First Reliance and the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S- 4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FIRST RELIANCE AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to the shareholders of First Reliance seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed with 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 will also be available free of charge by directing a written request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750, Attn: Derek Shelnutt and on the Company’s website, www.colony.bank, under Investor Relations. The Company’s telephone number is (229) 426- 6000.
Participants in the Transaction
The Company, First Reliance and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of First Reliance and the Company in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about the Company and its directors and officers may be found in the definitive proxy statement of the Company relating to its 2026 Annual Meeting of Shareholders filed with the SEC on April 16, 2026. The definitive proxy statement can be obtained free of charge from the sources described above.
For additional Colony Bankcorp Inc. information, contact:
Derek Shelnutt
EVP & Chief Financial Officer
229-426-6000 ext. 6119
For additional First Reliance Bancshares Inc. information, contact:
Robert Haile
Chief Financial Officer, SEVP
(843) 674-3251
Exhibit 99.2
Creating a Strategic Partnership for Scalable Growth June 2026
2 CAUTIONARY STATEMENTS Forward-Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger (the “Merger”) between Colony Bankcorp, Inc. (“CBAN” or “Colony”) and First Reliance Bancshares, Inc. (“FSRL”), the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on CBAN’s capital ratios. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of FSRL’s business into CBAN, (5) the failure to obtain the necessary approvals by the shareholders of FSRL or CBAN, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability of the parties to obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of FSRL’s operations into the operations of CBAN will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by CBAN’s issuance of additional shares of its common stock in the Merger transaction, and (13) the successful integration of the recently completed acquisition of TC Bancshares, Inc., (14) general competitive, economic, political and market conditions. These factors are not necessarily all of the factors that could cause CBAN’s, FSRL’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm CBAN’s, FSRL’s, or the combined company’s results. CBAN and FSRL urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by CBAN and / or FSRL. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward- looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this presentation or made by CBAN or FSRL in any report, filing, document or information incorporated by reference in this presentation, speaks only as of the date on which it is made. CBAN and FSRL undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. CBAN and FSRL believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, CBAN and FSRL caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, CBAN and FSRL caution you not to place undue reliance on the forward-looking statements contained in this presentation or incorporated by reference herein. If CBAN or FSRL update one or more forward-looking statements, no inference should be drawn that CBAN or FSRL will make additional updates with respect to those or other forward-looking statements, unless required by law. Further information regarding CBAN and factors which could affect the forward-looking statements contained herein can be found in the cautionary language included under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in CBAN’s Annual Reports on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by CBAN with the Securities and Exchange Commission (the “SEC”).
3 CAUTIONARY STATEMENTS Additional Information About the Merger and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed Merger, CBAN will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of FSRL and CBAN and a prospectus of CBAN, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CBAN, FSRL AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to the shareholders of FSRL seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed with the SEC by CBAN through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by CBAN will also be available free of charge by directing a written request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750, Attn: Derek Shelnutt and on CBAN’s website, www.colony.bank, under Investor Relations. CBAN’s telephone number is (229) 426-6000. Participants in the Transaction CBAN, FSRL and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FSRL and CBAN in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about CBAN and its directors and officers may be found in the definitive proxy statement of CBAN relating to its 2026 Annual Meeting of Shareholders filed with the SEC on April 16, 2026. The definitive proxy statement can be obtained free of charge from the sources described above.
4 TRANSACTION RATIONALE PRO FORMA IMPACT ~20% 2027 EPS Accretion ~12% TBVPS Dilution <3.5 Years TBVPS Earnback ~11% CET1 Ratio at Closing FINANCIALLY ATTRACTIVE ~20% earnings accretion with fully realized cost savings Manageable tangible book value dilution, earned back in under 3.5 years Strong pro forma capital position Enhanced profitability vs. peers POSITIONED FOR THE FUTURE Proven M&A integration track record (3 completed deals in the last 7 years) Scale to compete – creates the largest bank sub $10B headquartered in SC or GA Compelling for shareholders, employees, customers and communities ~$5.0bn+ Pro forma assets across 4 states (1) Assumes 100% realization of cost savings (1) STRATEGIC FIT Expands franchise into highly attractive South Carolina Markets o Meaningful presence in South Carolina’s 4 largest markets Combines two granular balance sheets with deep ties to local, familiar markets Delivers complementary, seasoned business lines to both customer bases Improves funding and operating profile with a quality deposit franchise Highly aligned cultures and market strategies
5 FIRST RELIANCE BANCSHARES, INC. FINANCIAL HIGHLIGHTS $1.1bn Assets $929mm Deposits $808mm Net Loans 1.18% Core ROAA 3.77% NIM 13.7% Core ROATCE Source: S&P Global Market Intelligence Data as of or for the three months ended 3/31/26; Deposit and demographics data as of 6/30/25 (1) Community banks defined as banks with less than $10bn in assets 94% Core Deposits 86% Loans / Deposits 26.6% NIB Deposits / Deposits FSRL Branch (10) <0% Growth 0% - 5% Growth 5% - 10% Growth >10% Growth SOUTH CAROLINA Columbia Greenville Charleston Myrtle Beach Florence 5 BRANCH FOOTPRINT 2026 – 2031 PROJECTED Deposits by MSA POPULATION GROWTH BY COUNTY MSA Branches Deposits ($ Millions) % of Franchise Community Bank Rank Market Share Florence 2 $390 41.0% 3 9.11% Columbia 3 268 28.1 5 1.00 Charleston 2 179 18.8 8 0.77 Greenville 2 93 9.8 11 0.36 Myrtle Beach 1 22 2.3 7 0.18 • Headquartered in Florence, SC o 10 Branches • Founded in 1999 – cycle tested • Experienced management o CEO: Rick Saunders o CFO: Robert Haile o President: Justin Strickland • Operates in 5 of the top 7 MSAs in South Carolina by population • Core bank and seasoned mortgage platform
6 15.5% 14.3% 13.3% 11.9% 11.0% 11.3% Myrtle Beach MSA Greenville MSA Charleston MSA Columbia MSA Florence MSA U.S. DYNAMIC MARKETS CHARLESTON MARKET DEPOSITS ~$23bn | POPULATION 893,430 • Strong tourism, retail, and industrial base • Top 10 busiest U.S. port per BTS • Top 50 MSA in U.S. for projected population growth in next 5 years COLUMBIA MARKET DEPOSITS ~$27bn | POPULATION 882,398 • State capital and home to University of South Carolina and Fort Jackson • Stable economy provides low historical unemployment levels per BLS Proj. HHI Change (2026-2031) Proj. Population Change (2026-2031) 11.6% 7.5% 6.6% 4.8% 0.9% 2.6% Myrtle Beach MSA Charleston MSA Greenville MSA Columbia MSA Florence MSA U.S. Legacy FSRL Legacy CBAN Pro Forma 2x population growth vs. national avg. last three years 4x population growth vs. national avg. next three years 40% higher GDP growth vs. national avg. last three years SOUTH CAROLINA MARKET HIGHLIGHTS MARKET DEPOSITS ~$12bn | POPULATION 434,265 MYRTLE BEACH • Top 3 MSA in U.S. for projected population growth next 5 years • Top 30 MSA in U.S. for projected HHI growth in next 5 years FLORENCE MARKET DEPOSITS ~$4bn | POPULATION 200,334 • FSRL headquarters • Regional commercial hub of northeast SC • Strategically located at the I-95/I-20 crossroads GREENVILLE MARKET DEPOSITS ~$26bn | POPULATION 1,018,490 • Top SC MSA by population • Top U.S. city for business per Business Insider • Deep university talent pipeline (Clemson, Furman, USC) 91% of counties growing in population, ranking 4th among other states(1) Source: S&P Global Market Intelligence; Deposit and demographic data as of 6/30/25 Note: FSRL and CBAN demographic data deposit weighted by county (1) Per U.S. Census Bureau
7 BETTER TOGETHER Source: S&P Global Market Intelligence; Data as of or for the three months ended 3/31/26; Bank level data used if holding company data unavailable Note: Peers include 285 nationwide public banks with total assets between $1bn and $10bn; excludes merger targets and mutual holding companies; excludes peers without estimates Note: Core deposits defined as total deposits less time deposits greater than $250,000 (1) U.S. National averages (2) Pro Forma profitability shown for 2027E; Assumes 100% realization of cost savings (3) Excludes purchase accounting adjustments (4) Pro forma capital shown at transaction close PRO FORMA PEER MEDIAN MARKETS & DEMOGRAPHICS Projected Population Growth 1.3% 3.9% 1.9% 2.6% Projected Household Income Growth 9.6% 12.0% 10.2% 11.3% PROFITABILITY Core ROAA 1.04% 1.18% 1.35% 1.15% Net Interest Margin 3.48% 3.77% 3.69% 3.62% Non Interest Income / Avg Assets 1.16% 1.28% 1.18% 0.59% Non Interest Income / Operating Revenue 26.8% 26.9% 26.8% 14.6% Efficiency Ratio 63.9% 64.8% 56.0% 60.6% DEPOSITS Cost of Deposits 1.69% 1.70% 1.71% 1.79% Non-Interest Bearing Deposits / Total Deposits 16% 27% 19% 22% Core Deposits 92% 94% 93% 93% ASSET QUALITY NPAs / Assets 0.47% 0.14% 0.36% 0.48% Net Charge Offs / Avg Loans 0.28% 0.00% 0.21% 0.04% CAPITAL Total Risk Based Capital Ratio 15.0% 14.2% 13.6% 14.6% CRE Concentration Ratio 261% 196% 267% 227% (1) (1) (3) (3) (2) (2) (2) (4) (4)
8 C&D 11% 1-4 Family 25% Multifamily 4% Owner- Occupied CRE 19% Non Owner- Occupied CRE 29% C&I 8% Consumer & Other 6% C&D 13% 1-4 Family 20% Multifamily 4% Owner- Occupied CRE 18% Non Owner- Occupied CRE 30% C&I 8% Consumer & Other 7% C&D 5% 1-4 Family 37% Multifamily 1% Owner- Occupied CRE 21% Non Owner- Occupied CRE 26% C&I 9% Consumer & Other 1% PRO FORMA LOAN & DEPOSIT COMPOSITION Source: S&P Global Market Intelligence; Data as of or for the three months ended 3/31/26 Note: Jumbo time deposits defined as time deposits greater than $250,000 Note: FSRL loan portfolio data per bank level regulatory filings; All other financials per holding company reports (1) Pro forma loan yield and cost of deposits inclusive of purchase accounting adjustments Pro Forma $2.4bn MRQ Loan Yield: 6.28% $0.8bn MRQ Loan Yield: 5.77% $3.2bn MRQ Loan Yield(1): 6.36% Demand Deposits 17% NOW Accounts 30% Money Market & Savings 26% Retail Time Deposits 19% Jumbo Time Deposits 8% $3.1bn MRQ Cost of Deposits: 1.69% Demand Deposits 27% NOW Accounts Money 10% Market & Savings 46% Retail Time Deposits 11% Jumbo Time Deposits 6% $0.9bn MRQ Cost of Deposits: 1.70% Demand Deposits 22% NOW Accounts Money 23% Market & Savings 31% Retail Time Deposits 17% Jumbo Time Deposits 7% $4.0bn MRQ Cost of Deposits(1): 1.71% Deposit Composition Loan Composition
9 DIFFERENTIATED LOW-COST DEPOSIT BASES Source: S&P Global Market Intelligence; Data as of or for the three months ended each respective quarter Note: Data from Q4 ’19 to Q1 ‘26 Note: Peers include 285 nationwide public banks with total assets between $1bn and $10bn; excludes merger targets and mutual holding companies; excludes peers without estimates 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 2020 2021 2022 2023 2024 2025 2026 CBAN FSRL PEER MEDIAN 1.79% 1.70% 1.69% COST OF DEPOSITS BY QUARTER SINCE 12/31/19
10 COMPLEMENTARY BUSINESS MODELS COMBINED Commercial Banking Retail Banking Insurance Mortgage Banking Wealth Management Small Business Specialty Lending Marine/RV Lending PRODUCT OFFERINGS Source: Internal company reports and public disclosures Note: Yellow checkmark indicates outsourced product offering Credit Cards Merchant Services
11 TRANSACTION SUMMARY Source: S&P Global Market Intelligence; FactSet Financial data as of 3/31/26; Market data as of 6/22/26 (1) Based on CBAN’s stock price of $20.71 on June 22, 2026. Assumes 7,896,292 shares outstanding, plus 321,465 RSUs and 51,132 preferred shares converted; assumes 100,000 options are cashed out at a weighted-average strike price of $7.27 (subject to the per share cash consideration price of $19.75) (2) Core deposit premium equal to diluted deal value less target’s tangible common equity as a percentage of core deposits; Core deposits defined as total deposits less deposits greater than $100,000 Structure & Consideration Transaction Value and Multiples (1) Approvals and Timing Board Representation and Management • First Reliance Bancshares, Inc. to merge with and into Colony Bankcorp, Inc. at closing • Consideration mix: 80% stock | 20% cash • 0.94 CBAN shares per FSRL share or $19.75 per share in cash • Implied ownership: 77% CBAN / 23% FSRL • Implied Aggregate Transaction Value: $163mm • Indicative price per share: $19.52 per FSRL share • Price / Tangible Book Value per Share: 162% • Price / 2027E Earnings: 11.7x • Price / 2027E Earnings + Cost Saves: 6.8x • Core Deposit Premium (2): 8.5% • Rick Saunders, FSRL CEO, to serve as Executive Vice Chairman of CBAN • Rick Redden, FSRL Director, will join the CBAN Board of Directors • Dr. Dale Lusk, FSRL Chairman, will maintain an active advisory role with formal board observation rights • Robert Haile, FSRL Chief Financial Officer, will serve as Chief Investment Officer and Treasurer • Justin Strickland, FSRL President, will serve as President for South Carolina • Brook Moore, FSRL Chief Credit Officer will serve as Credit Officer for South Carolina • Chuck Stuart, President of FSRL Mortgage, will serve as Co-President of Colony Mortgage • No material overlap providing continuity of roles for key employees and producers • Anticipated closing in Q4 2026 • Voting agreements in place with directors and executive officers • Subject to customary regulatory approval and shareholder approval of CBAN and FSRL
12 KEY FINANCIAL ASSUMPTIONS Earnings Projections •• CBAN: Street consensus earnings for 2026E and 2027E FSRL: Street consensus earnings for 2026E and 2027E Cost Savings and Synergies • Cost savings of approximately 35% of FSRL’s projected 2028 non-interest expense of $37.6mm o Phased in 60% in 2027 and 100% thereafter • Revenue synergies identified but not modeled Credit Assumptions • Total gross credit mark of $9.0mm pre-tax, or 1.05% of FSRL’s loan portfolio o Utilizes early adoption of FASB’s new standard for purchased assets, eliminating non-PCD credit mark and related “double count” Other Purchase Accounting Adjustments • Loan rate related write-down of $21.9mm accreted into earnings over time • Assumes AOCI of ($5.1mm) is accreted into earnings over time • Subordinated debt write-down of $0.7mm amortized into earnings over time • Trust preferred write-down of $1.0mm amortized into earnings over time • Fixed asset write-up of $9.0mm amortized into earnings over time • Mortgage Service Rights write-up of $1.4mm amortized into earnings over time • Time deposit write-down of $0.5mm amortized into earnings over time • Core deposit intangible assumed to be 2.5% of FSRL’s core deposits, amortized over 10-years (sum- of-the-years-digits) Other Assumptions • Pre-tax merger expenses of $16.0mm; fully recognized in TBV at close • Marginal tax rate: 21%
13 1.15% 1.35% (1) 17.6% (1) 13.0% PRO FORMA FINANCIAL IMPACT Note: Pro forma peers include select major exchange traded banks headquartered in AL, AR, FL, KY, GA, MS, NC, SC, TN, and VA with total assets between $3.0 and $10.0 billion as of the most recent quarter reported; Excludes merger targets and banks without consensus analyst estimates (1) Assumes 100% realization of cost savings 2027E ROAA VS. SOUTHEAST BANKS $3-10B IN TOTAL ASSETS 2027E ROATCE VS. SOUTHEAST BANKS $3-10B IN TOTAL ASSETS 2027E EFFICIENCY RATIO VS. SOUTHEAST BANKS $3-10B IN TOTAL ASSETS 56.0% (1) 62.6% Standalone Pro Forma FINANCIAL IMPACT AT CLOSE 2027 EPS Accretion ~20% TBV Dilution ~12% Earnback <3.5yrs CET1 Ratio ~11% TRBC Ratio ~14% CRE Conc. ~270% Leverage Ratio ~9% C&D Conc. ~70% (1)
14 COMPREHENSIVE DUE DILIGENCE • Comprehensive, management-driven diligence process with support from external legal, audit, and advisory professionals • Performed detailed credit and operational analysis that supports long term integration and identifies meaningful synergy opportunities • 1,000+ files reviewed through two rounds of due diligence DILIGENCE FOCUS AREAS SCOPE OF LOAN REVIEW Completed a comprehensive credit review conducted by management and third-party advisor, including: • Detailed review of loan portfolio, credit philosophy, and underwriting practices • 53.3% of loan portfolio was reviewed • 65.1% of non-mortgage loans reviewed • 72.6% of loans reviewed internally; 27.4% reviewed by a third party • 79.3% of permanent CRE and multifamily loans reviewed • 77.0% of all CRE reviewed • Reviewed all non-mortgage loans over $725,000 REVENUE GENERATING Lending Activities Investment Portfolio Deposit Information Mortgage Banking Other Borrowings Branch & Facilities OPERATIONAL & RISK Corporate Organization Financial Accounting Legal & Regulatory Operations & Technology Data Processing & Contracts Litigation HR & Benefits Tax Insurance Source: Internal due diligence files and third-party loan review reports
15 Georgia 71% Florida 5% South Carolina 24% OUR COMBINED COMPANY Source: S&P Global Market Intelligence Note: Deposit data as of 6/30/25 ALABAMA FLORIDA GEORGIA SOUTH CAROLINA Birmingham Atlanta Athens Macon Albany Thomasville Tallahassee Jacksonville Santa Rosa Beach Savannah Augusta Columbia Greenville Charleston Myrtle Beach CBAN Offices (53) FSRL Branch (10) Florence DEPOSITS BY STATE PRO FORMA HIGHLIGHTS Total Assets ~$5bn Gross Loans ~$3bn Total Deposits ~$4bn Loans / Deposits ~80% Expanded complementary business lines to each customer base Diversified geographic footprint in growth markets Enhanced scale enables investments to better manage risk and serve customers Shared vision, cultural foundation, and commitment to customers and employees Well positioned for the future Valdosta Columbus
16 EPS ACCRETION RECONCILIATION Source: S&P Global Market Intelligence and FactSet (1) Other adjustments include opportunity cost of cash, mortgage servicing rights amortization, and fixed asset mark amortization Dollars in millions, excluding per share data 2027E CBAN Financial Earnings (Mean Consensus Estimates GAAP) $44 FSRL Financial Earnings (Mean Consensus Estimates GAAP) 14 Combined Earnings $58 Cost Savings (Fully Phased-In) $10 Accretion of Interest Rate Marks 5 Core Deposit Amortization (3) Other Adjustments (1) (2) Pro Forma Earnings $68 Standalone Avg. Diluted Shares Outstanding (Millions) 21 Standalone EPS $2.12 Pro Forma Avg. Diluted Shares Outstanding (Millions) 27 Pro Forma EPS $2.52 EPS Accretion ($) $0.40 EPS Accretion (%) ~20%
17 TBV DILUTION RECONCILIATION Millions $ Millions of Shares $ Per Share CBAN Tangible Book Value at Close (12/31/26) $ 335 21 $15.85 Equity Consideration to FSRL 129 6 Core Deposit Intangible (19) Goodwill Created (56) Transaction Cost Attributable to CBAN (6) Pro Forma Tangible Book Value $ 383 27 $13.98 CBAN Tangible Book Value Per Share Dilution ($) ($1.88) CBAN Tangible Book Value Per Share Dilution (%) (12%) TBVPS Earnback (Years) < 3.5 $ Millions Aggregate Transaction Value $163 FSRL Common Equity at Close (12/31/26) 105 (Less) Transaction Cost Attributable to FSRL (6) (Less) FSRL Intangibles (1) Adjusted FSRL Tangible Common Equity $98 Net Credit Mark 1 Rate Marks (9) Core Deposit Intangible 19 Net Deferred Tax Assets / (Liability) Created (2) Net Adjustments $9 Goodwill Created $56
Exhibit 99.3
Dear First Reliance Bank Team,
On June 24th, we shared the exciting news that First Reliance Bank is expected to join Colony Bank through a planned strategic partnership. On behalf of our entire team, welcome. This is a significant step for both of our organizations, and we couldn’t be more excited to begin this next chapter together.
From our earliest conversations, it was clear that First Reliance Bank and Colony Bank share a lot in common, especially in how we care about our people, serve our customers and support our communities. First Reliance has built a strong reputation and legacy for fostering a strong culture and team environment, putting customers first, being a trusted community partner, and continuously looking for ways to grow and improve. That’s something we deeply respect, and it’s a big reason this partnership felt like such a natural fit from the beginning.
Both of our organizations were founded with the goal of Making Lives Better. That belief has shaped the relationships we've built, the communities we've served, and the way we've cared for our customers and team members over the years.
At Colony Bank, our purpose has long been to enable progress. As we discussed the future of our organizations, it was clear that our purpose and First Reliance Bank's founding vision were closely aligned. That common foundation is why we're excited to bring our organizations together under a shared purpose: To Enable Progress for Better Lives.
That purpose also reflects something we both believe deeply: There's More to Banking Than Money. It's about creating opportunities for people to grow and succeed, helping customers achieve their goals, supporting local businesses and nonprofits, and strengthening communities.
As we look ahead, we're excited about the opportunities this partnership creates for each of you, our customers, and the communities we serve. We're also committed to bringing our cultures together in a way that honors the legacy of both organizations.
As with any partnership of this nature, the transaction remains subject to regulatory approval and customary closing conditions. We anticipate the completion of our partnership in the fourth quarter of 2026, and the system conversion to happen in the second quarter of 2027. The First Reliance name you trust isn’t going anywhere. You will continue to see the First Reliance name proudly displayed, seamlessly paired alongside the Colony Bank brand.
Over the coming weeks and months, we'll communicate clearly and provide the information and support you need along the way. This guide is intended to help answer some of those early questions and give you a better understanding of what to expect moving forward.
We're grateful for the opportunity to partner with you, and we're excited to welcome you to Colony Bank.
With great enthusiasm,
 |
 |
| T. Heath Fountain | Rick Saunders |
| CEO, Colony Bank | Founder and CEO, First Reliance Bank |
QUESTIONS YOU MAY HAVE
Q: Who is Colony Bank?
A: Colony Bank is a community bank headquartered in Fitzgerald, Georgia, with locations across Georgia, as well as in Birmingham, Alabama, and across North Florida, including Tallahassee, Jacksonville, and the Florida Panhandle. Since 1975, we’ve been committed to building strong relationships, supporting the communities we serve, and delivering solutions that exceed our customers’ expectations.
Our purpose is to enable progress for our customers, team members, communities, and shareholders. We believe in creating a culture where people are coachable, take ownership, and lead with a selfless mindset.
Q: How is this partnership going to strengthen our two teams?
A: This partnership came together for all the right reasons. From the beginning, it was clear that First Reliance Bank and Colony Bank share similar values and a common approach to serving customers, supporting communities, and leading our teams. Both organizations believe in taking care of people, supporting local communities, and creating a strong culture for team members.
We know that sometimes progress is best made with a partner who understands you and shares your commitments. By bringing our companies together, we are building a sustainable, profitable bank that can support the continued growth of our customers and communities.
This whole partnership reflects that there’s more to banking than money. By being Coachable, Selfless, and taking Ownership, we build the Trust and deliver the Results that put Customers First. Our commitment to being Prompt, Simple, and Collaborative is how we ensure a Responsive, Accurate, and Courteous experience every day. Together, we Enable Progress for Better Lives.
Q: What does this mean for me as a team member?
A: For now, it’s business as usual. Both banks will continue to operate independently until the partnership is approved and finalized. Once that happens, we’ll begin a careful and thoughtful integration process, with plenty of communication along the way. As we move through the transition, our goal is to keep you informed and supported to ensure this is a smooth process for you and the First Reliance Bank customer base.
Q: Will my pay or benefits change?
A: There are no immediate changes. Both HR teams are working together to review benefits and compensation with team member well-being at the center of the review process. However, we’re excited to share that this partnership will introduce several enhanced benefits and wealth-building opportunities for the First Reliance team, including a competitive 401(k) match, an Employee Stock Purchase Plan with a 15% discount, a $50 contribution into the High Deductible Plan per paycheck, and lower medical insurance costs for dependents. As final decisions are made, we’ll communicate clearly and ensure you have plenty of time to understand the updates moving forward.
Q: Will there be job changes or layoffs?
A: We expect most team members to continue in their current roles. In any partnership of this nature, there may be some overlapping responsibilities that require adjustments, but we’ll approach those with care and communicate clearly. We’re also growing, which means there will be new opportunities to explore as our combined organization continues to evolve. We’re committed to supporting team members every step of the way.
Q: What should I say to customers who ask about the partnership?
A: Let them know they’ll still see the same familiar faces and receive the same great service, with even more to look forward to such as more locations, a wider range of products and services for businesses and individuals, an expanded network of ATMs, and more. We’ve also created a list of customer FAQs to help you guide some of these conversations. If you’re unsure how to answer a question, it’s okay to let the customer know we’re working through the transition and more information will be coming soon.
Q: When will First Reliance Bank become a part of Colony Bank?
A: Pending regulatory approval and closing conditions, we expect the partnership to be finalized in the fourth quarter of 2026. Once complete, First Reliance Bank will legally become part of Colony Bank. System conversion is planned for the second quarter of 2027. At that time, we expect to co-brand both First Reliance and Colony Bank to our customers. Until then, it’s business as usual. You’ll continue to serve customers and operate under your current systems and brand. We’ll provide regular updates throughout the process to help you prepare for each step.
Q: What does “co-branding” mean and why are we doing it?
A: Co-branding further demonstrates the commitment to our partnership in the communities we serve across South Carolina. Over the coming months, we will feature both logos side by side on First Reliance materials to show our alignment and help customers get used to seeing Colony Bank. There are no immediate changes to branch signage, locations, or day-to-day operations at this time. It simply serves as a visible reflection of our shared purpose as we build our future together.
Q: How are customers being notified about the partnership?
A: Customers will receive official communications through letters, emails, our website, and other digital channels. These messages will be timed carefully to provide helpful information as it becomes relevant. We’ll keep them fully updated and supported throughout the process.
Q: How will this impact customers? What differences will they see?
A: Nothing will change immediately. As we approach the system conversion, we’ll share updates with customers about any changes to accounts, statements, or services. For now, they should continue banking just as they always have with the team they trust.
Q: How should I answer the phone?
A: Keep answering the phone the same way you always have. There are no changes to your day-to-day operations or your branch branding at this time.
Q: Do I need to update my email signature right now?
A: No, there’s no need to update your email signature at this time. Please continue using your current signature and branding. We’ll provide guidance and materials when it’s time to make updates. For now, it’s business as usual.
Q: Who should I contact if I have HR-related questions about the process?
A: For now, continue reaching out to your current HR contact or manager. As the transition progresses, you’ll be introduced to Colony Bank’s HR team, including our Chief People Officer, Lance Whitley. We’ll make sure you know where to go for support throughout the process.
Q: What happens to my sick, vacation, and other benefits I currently enjoy through First Reliance Bank?
A: Colony Bank and First Reliance Bank’s Human Resources teams are currently assessing all benefits and will share with you all transition details and how they may impact your current benefits, if any, during the on-boarding meetings that will occur over the next few months. As decisions are made, any changes will be communicated to you.
Q: Will our culture change?
A: During initial conversations between Heath Fountain, Colony Bank’s CEO, and Rick Saunders, First Reliance Bank’s Founder and CEO, one of the first and most important conversations discussed was about culture. We knew that for this to work, it had to feel right, not just on paper, but in how we operate day to day.
Both First Reliance Bank and Colony Bank share a deep commitment to relationships, service, and community. This partnership reflects our belief that there’s more to banking than money. As we come together, we are committed to enabling progress to make lives better — for our customers, team members, communities, and shareholders.
Q: Will we be moving to Colony Bank's systems and how will training work?
A: As part of the partnership, we will eventually transition to one system and technology platform. While system conversion is currently anticipated to take place in 2027, there are no immediate changes to the systems you use today.
As we move closer to conversion, you'll receive detailed training, resources, and support to help you prepare. Colony Bank has a dedicated Learning & Development team that will lead and coordinate training efforts, ensuring you have the knowledge, tools, and hands-on experience needed to feel comfortable and confident before any changes take place.
Q: What should I do if someone from the media calls to ask questions about the announcement?
A: Please direct all news media and investor relations concerns to the following. For media inquiries out of South Carolina, please direct those to Rick Saunders:
| - | Derek Shelnutt, Investor Relations, Colony Bank: 229-426-6000, ext. 6119 |
| - | Brantley Collins, Media Inquiries, Colony Bank: 229-426-6000, ext. 6154 |
| - | Christi Rubio, Media Inquiries, Colony Bank: 229-426-6000, ext. 6160 |
| - | Laurie Senn, Media Inquiries, Colony Bank: 229-426-6000, ext 6009 |
| - | Rick Saunders, South Carolina Media Inquiries, First Reliance Bank: 843-319-2324 | rsaunders@firstreliance.com |
QUESTIONS CUSTOMERS MAY HAVE
Q: What does this announcement mean for me as a customer?
A: The most important thing to know is that your banking relationship isn't changing today. You'll continue working with the same people you know and trust, visiting the same locations, and banking the way you always have. Over time, this partnership will allow us to bring you additional resources, expanded capabilities, and new banking solutions while continuing to provide the personal service you've come to expect.
Q: When will First Reliance Bank become Colony Bank?
A: For now, it's business as usual. You'll continue banking with the same team, at the same locations, and using the same accounts and services you do today. Pending regulatory approval, we anticipate the legal partnership being completed in the fourth quarter of 2026 with the system integration in the second quarter of 2027. As we move closer to 2027, we'll begin sharing information about upcoming changes and enhancements, including new tools, services, and banking experiences available through Colony Bank. We'll communicate well in advance and provide the support and resources you need every step of the way.
Q: Why is First Reliance Bank joining Colony Bank?
A: This partnership brings together two community banks that share many of the same values. Both First Reliance Bank and Colony Bank believe in local relationships, personal service, and doing what’s best for the customers and communities we serve. We both believe that there’s more to banking than money; it's about enabling progress to make lives better. By joining together, we'll have more resources and capabilities to help our customers while staying true to the community banking approach that defines both organizations. You’ll continue to work with the same friendly team you know and trust.
Q: What are the benefits of this partnership for customers?
A: Over time, customers will gain access to additional banking solutions, expanded lending capabilities, enhanced digital banking tools, more locations, and a broader network of financial professionals. Most importantly, you'll continue receiving the relationship-focused service that has always been the foundation of both organizations.
Q: Can I still go to my regular branch and work with my usual banker?
A: Yes. The team that knows you, your family, and your business will continue to be an important part of your banking experience. Preserving those trusted relationships is a key reason this partnership came together, and we're committed to maintaining the personal service and local connections you've come to rely on.
Q: How and when will information be communicated to First Reliance customers?
A: We understand how important clear communication is during a transition like this, especially when it relates to your banking. You can count on hearing from us often, and well in advance of any changes. We'll share updates through mail, email, and on the Colony Bank and First Reliance Bank websites, so you know what’s happening and when. Additionally, you'll receive a detailed Customer Welcome Guide closer to the conversion date, which will clearly outline any changes and answer your questions. Our goal is to make this transition easy and worry-free for you.
Q: Who should I call for questions about my account?
A: Please continue contacting your local First Reliance branch or banker just as you always have. The team you know and trust remains your best resource, and we're here to help answer any questions you may have throughout the partnership process.
Q: Can I use locations or services at Colony Bank at this time?
A: Not yet. Until the partnership is complete, both banks will continue operating independently. For now, please continue using your current branches, accounts, online banking, debit cards, and customer service contacts. We'll let you know when additional locations and services become available to you.
Q: Will I need to do anything with my accounts?
A: No action is needed from you at this time. Continue banking as you normally would. If any updates are needed in the future, we'll communicate well in advance and provide clear, step-by-step guidance to make the process as easy as possible.
Q: Will my account number or debit card change?
A: Not at this time. You can continue using your account number, debit card, and banking services as you do today. If any updates are needed in the future, we'll provide plenty of notice, explain exactly what to expect, and make the transition as simple as possible. For now, there's nothing you need to do.
Q: Will my business accounts change?
A: No. Your business accounts, banker, and day-to-day banking experience will remain the same for now. Over time, you'll gain access to additional business banking resources and specialized solutions. You'll continue receiving the personalized service you expect, backed by additional resources to support your business.
Q: Will my automatic payments or direct deposits be affected?
A: Not at this time. Everything will continue to process as usual. If anything changes in the future, we’ll walk you through how to update your information, if needed.
Q: Will my loan be affected?
A: No. Your loan terms and payment schedule will stay the same. You’ll continue making payments just like you always have.
Q: Will fees or rates change as a result of the merger?
A: Not immediately. If any updates are made to account features, rates, or fees as part of the transition, we’ll notify you ahead of time and provide a clear breakdown of any changes.