[8-K] COLONY BANKCORP INC Reports Material Event

Rhea-AI Filing Summary

Colony Bankcorp, Inc. reported that its shareholders approved issuing common stock needed to complete its previously announced merger with TC Bancshares, Inc. At a special meeting, 11,173,551 shares, or 63.99% of Colony’s common stock, were represented, and the stock issuance proposal passed with 11,045,200 votes in favor, 102,805 against, and 25,546 abstentions. Shareholders also approved a proposal allowing adjournment of the meeting if additional proxies were needed. The company has now received all required regulatory approvals for the merger, and the transaction is expected to close on December 1, 2025, subject to customary closing conditions.

Positive

• Shareholder and regulatory approvals secured for TC Bancshares merger, with the stock issuance proposal passing by a large margin, and closing expected on December 1, 2025, subject to customary conditions.

Negative

• None.

Insights

Bank M&A and capital markets analyst

Colony clears shareholder and regulatory hurdles for TC Bancshares merger.

Colony Bankcorp has secured both shareholder approval to issue common stock and all required regulatory clearances for its merger with TC Bancshares. The stock issuance proposal passed by a wide margin, with 11,045,200 votes for versus 102,805 against, indicating strong support from the ownership base.

The announcement that all required regulatory approvals have been received substantially reduces execution risk around the transaction. Remaining steps relate to satisfying customary closing conditions before the expected closing date of December 1, 2025, as stated.

For investors, this filing signals that the merger is in its final stages, with shareholder and regulatory milestones completed. The key next event is the anticipated closing on December 1, 2025, after which combined operations and any updated financial or strategic disclosures may provide further detail on the merged entity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): November 13, 2025

COLONY BANKCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Georgia			001-42397			58-1492391
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of Principal Executive Offices) (Zip Code)

(229) 426-6000

(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
Common stock, par value $1.00 per share			CBAN			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 13, 2025, at a special meeting of shareholders of Colony Bankcorp, Inc. (the “Company”), the Company considered (1) a proposal to approve the issuance of the Company’s common stock pursuant to the Agreement and Plan of Merger dated July 23, 2025, by and between the Company and TC Bancshares, Inc., as such agreement may be amended from time to time (the “Colony Stock Issuance Proposal”), and (2) a proposal to adjourn the Company special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Colony Stock Issuance Proposal (the “Colony Adjournment Proposal”).

A total of 11,173,551 shares, or 63.99% of Colony's common stock, constituting a quorum, were represented in person or by proxy at the Special Meeting. Both proposals were approved by the required vote of the Company’s shareholders at the special meeting.

Proposal 1. Colony Stock Issuance Proposal

For						Against						Abstain						Broker Non-Votes
11,045,200						102,805						25,546						—

Proposal 2. Colony Adjournment Proposal

For						Against						Abstain						Broker Non-Votes
10,877,660						270,462						25,429						—

Item 8.01. Other Events. 

On November 17, 2025, the Company announced the receipt of all required regulatory approvals to complete its

previously announced merger with TC Bancshares, Inc. The transaction is expected to close on December 1, 2025,

pending satisfaction of customary closing conditions. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 8.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any filings made by

the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly

set forth by specific reference in such filing. The furnishing of this information hereby shall not be deemed an

admission as to the materiality of any such information.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press release of Colony Bankcorp, Inc. and TC Bancshares, Inc. to announce regulatory and shareholder approvals received for merger dated November 17, 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			COLONY BANKCORP, INC.
Date: November 17, 2025			By:			/s/ T. Heath Fountain
						T. Heath Fountain
						Chief Executive Officer

FAQ

What did Colony Bankcorp, Inc. (CBAN) shareholders approve at the special meeting?

Shareholders of Colony Bankcorp, Inc. approved a proposal to issue Colony common stock pursuant to the Agreement and Plan of Merger with TC Bancshares, Inc., and also approved a proposal allowing adjournment of the meeting to solicit additional proxies if needed.

How strong was shareholder support for the Colony stock issuance related to the TC Bancshares merger?

The stock issuance proposal received 11,045,200 votes for, 102,805 against, and 25,546 abstentions. A total of 11,173,551 shares, representing 63.99% of Colony’s common stock, were present, constituting a quorum.

Has Colony Bankcorp (CBAN) received regulatory approval for its merger with TC Bancshares?

Yes. Colony Bankcorp announced that it has received all required regulatory approvals to complete its previously announced merger with TC Bancshares, Inc., as disclosed under Item 8.01.

When is the merger between Colony Bankcorp and TC Bancshares expected to close?

The merger transaction between Colony Bankcorp, Inc. and TC Bancshares, Inc. is expected to close on December 1, 2025, pending satisfaction of customary closing conditions.

What was the purpose of the Colony Adjournment Proposal and how did it fare?

The Colony Adjournment Proposal would have allowed adjournment of the special meeting to solicit additional proxies in favor of the stock issuance if necessary. It was approved with 10,877,660 votes for, 270,462 against, and 25,429 abstentions.

What additional information did Colony Bankcorp provide about the merger approvals?

Colony indicated that a press release dated November 17, 2025, furnished as Exhibit 99.1, announced that both shareholder and required regulatory approvals for the merger with TC Bancshares had been received.