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
| | |
Exhibit No. | | Description |
| | |
99.1 | | Press Release issued by MetroCity Bankshares, Inc., dated November 14, 2025 |
| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Statement Regarding Forward-Looking Statements
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.
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
