[8-K] MetroCity Bankshares, Inc. Reports Material Event

MetroCity Bankshares, Inc. (MCBS) announced the expected closing date for its merger with First IC Corporation (FIEB) on December 1, 2025, subject to the satisfaction or waiver of remaining customary closing conditions.

Rhea-AI Filing Summary

MetroCity Bankshares, Inc. (MCBS) announced the expected closing date for its merger with First IC Corporation (FIEB) on December 1, 2025, subject to the satisfaction or waiver of remaining customary closing conditions.

Under the Agreement and Plan of Reorganization, FIEB will merge into MCBS, followed by First IC Bank merging into Metro City Bank. MCBS previously received all required regulatory approvals and non-objections, as well as FIEB shareholder approval. The companies also reiterated standard forward‑looking cautions, noting potential integration challenges, market conditions, and other factors that could affect outcomes.

Insights

Bank M&A Analyst

MCBS targets a Dec 1, 2025 close after approvals; integration remains key.

MCBS and FIEB set an anticipated closing on December 1, 2025, with regulatory approvals and FIEB shareholder approval already obtained. The structure combines the holding companies first, then merges First IC Bank into Metro City Bank.

The filing lists typical closing conditions and forward‑looking risks, including execution of integration plans, cost outcomes, and market factors like interest rates and competition. These caveats are standard but highlight that timing and benefits depend on closing and post‑close integration.

Key items to watch include confirmation of closing on December 1, 2025 and any disclosures on integration progress, cost impacts, or balance‑sheet alignment in subsequent company communications.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MCBS (NASDAQ: MCBS) announce in this 8-K?

MCBS and FIEB announced the merger is expected to be completed on December 1, 2025, subject to remaining customary closing conditions.

Have regulatory and shareholder approvals been obtained for MCBS’s merger with FIEB?

Yes. MCBS received all required regulatory approvals and non-objections, and FIEB shareholders approved the merger.

How is the MCBS–FIEB transaction structured?

First, FIEB will merge into MCBS. Then, First IC Bank will merge into Metro City Bank.

What conditions remain before the merger closes?

Closing is subject to the satisfaction or waiver of remaining customary closing conditions.

What are the key risks mentioned regarding the merger?

Risks include timing or failure of conditions, legal proceedings, integration challenges, cost outcomes, market competition, interest rate movements, and potential dilution.

Where can I find the related press release?

It is attached as Exhibit 99.1 and incorporated by reference.

What is MCBS’s trading symbol and exchange?

MCBS trades on The Nasdaq Stock Market LLC under the symbol MCBS.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/14/2025 - 11:05 AM Learn about SEC filing dates

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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 14, 2025

METROCITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

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Georgia	No. 001-39068	47-2528408
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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5114 Buford Highway Doraville, Georgia	​	30340
(Address of principal executive offices)	​	(Zip Code)

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(770) 455-4989

(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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each Exchange on which registered
Common Stock, par value $0.01 per share	MCBS	The Nasdaq Stock Market LLC

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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).

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Emerging growth company   ◻

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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.  ◻

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Item 8.01    Other Events

As previously announced, on March 16, 2025, MetroCity Bankshares, Inc. (“MCBS”) (NASDAQ Global Select Market: MCBS), Metro City Bank, a Georgia state-chartered bank and wholly owned subsidiary of MCBS, First IC Corporation, a Georgia corporation (“FIEB”), and First IC Bank, a Georgia state-chartered bank and wholly owned subsidiary of FIEB, entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”).  Pursuant to the terms and subject to the conditions set forth in the Reorganization Agreement, FIEB will merge with and into MCBS, with MCBS as the surviving entity (the “Merger”).  The Reorganization Agreement further provides that following the Merger, First IC Bank will merge with and into Metro City Bank, with Metro City Bank as the surviving entity (the “Bank Merger” and, together with the Merger, the “Merger Transaction”).

MCBS and FIEB previously announced that MCBS received all required regulatory approvals and non-objections to complete the Merger, as well as the approval of the FIEB shareholders.

On November 14, 2025, MCBS and FIEB announced that the Merger is expected to be completed on December 1, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d)       Exhibits

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Exhibit No.		Description
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99.1	​	Press Release issued by MetroCity Bankshares, Inc., dated November 14, 2025
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Cautionary Statement Regarding Forward-Looking Statements

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This communication contains forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of FIEB and MCBS, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of MCBS and FIEB with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.

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MCBS and FIEB caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond MCBS’s and FIEB’s control.  While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the FIEB and MCBS market areas; (6) increased competition in the markets of MCBS and FIEB; (7) success, impact, and timing of business strategies of MCBS and FIEB; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction

between FIEB and MCBS on the combined entities’ operations, financial condition, and financial results; (10) the failure to satisfy any of the conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (11) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Reorganization Agreement; (12) the outcome of any legal proceedings that may be instituted against MCBS or FIEB; (13) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where MCBS and FIEB do business; (14) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (15) diversion of management’s attention from ongoing business operations and opportunities; (16) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (17) the dilution caused by MCBS’s issuance of additional shares of its capital stock in connection with the proposed transaction; (18) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and (19) other factors that may affect the future results of MCBS and FIEB.

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Additional factors that could cause results to differ materially from those described above can be found in MCBS’s Annual Report on Form 10-K for the year ended December 31, 2024, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such report, as well as in subsequent SEC filings, each of which is on file with the SEC and available in the “SEC Filings” section of MCBS’s website, www.metrocitybank.bank/investor-relations/sec-filings, and in other documents MCBS files with the SEC.

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All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither MCBS nor FIEB assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.

SIGNATURES

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.

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​	METROCITY BANKSHARES, INC. ​
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Date: November 14, 2025	By:	/s/ Lucas Stewart
​	​	Lucas Stewart
​	​	Chief Financial Officer
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