Southern First (NASDAQ: SFST) lines up equity raise after Q1 prelims
Rhea-AI Filing Summary
Southern First Bancshares, Inc. released preliminary first-quarter 2026 results and launched an underwritten public offering of its common stock. Management estimates Q1 2026 net income of approximately $9.9 million, with net interest income around $30.3 million and a tax-equivalent net interest margin near 2.88%.
Preliminary noninterest income is about $3.5 million and noninterest expense roughly $20.0 million. Estimated total loans were about $3.94 billion and total deposits about $3.87 billion as of March 31, 2026, with nonperforming assets at roughly 0.26% of total assets and a tangible common equity to tangible assets ratio near 8.29%. These figures are unaudited, based on internal reports, and may change after full closing procedures.
The company has launched an underwritten public common stock offering and plans to grant underwriters a 30-day option to buy up to an additional 15% of the shares sold. Net proceeds are intended for general corporate purposes, including supporting organic growth, adding capital to its bank subsidiary, potential debt redemptions or repurchases, and working capital.
Positive
- None.
Negative
- None.
Insights
Southern First pairs modestly improved Q1 metrics with a new common equity raise.
Southern First Bancshares is signaling both balance sheet growth and capital needs. Preliminary Q1 2026 figures show net income around $9.9 million, net interest income near $30.3 million, and a tax-equivalent net interest margin of 2.88%, versus 2.72% in Q4 2025.
Loans and deposits continue to expand, with preliminary loans of about $3.94 billion and deposits near $3.87 billion. Asset quality appears stable, with nonperforming assets roughly 0.26% of total assets and tangible common equity to tangible assets around 8.29%. Provision for credit losses of about $1.3 million suggests a measured credit stance.
The underwritten common stock offering, plus a 30-day option for underwriters to purchase up to an additional 15% of shares, points to a desire to reinforce capital for organic growth, potential debt redemption, and subsidiary support. Actual impact on shareholders will depend on final offering size, pricing, and deployment of proceeds once fully detailed in subsequent prospectus materials.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
Preliminary Prospectus Supplement regulatory
net interest margin (tax-equivalent) financial
provision for credit losses financial
tangible common equity to tangible assets financial
efficiency ratio 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 incorporation)
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| 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 (17CFR 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:
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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).
Emerging
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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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On April 15, 2026, Southern First Bancshares, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) in connection with an underwritten public offering of shares of the Company’s common stock. The Preliminary Prospectus Supplement contains preliminary estimated unaudited financial results of the Company as of and for the three months ended March 31, 2026. Such preliminary financial results are furnished under the heading “Preliminary First Quarter 2026 Financial Information (Unaudited)” in the excerpt from the Preliminary Prospectus Supplement filed as Exhibit 99.1 to this Current Report on Form 8-K.
The preliminary financial results included in the Preliminary Prospectus Supplement are solely management estimates based on currently available information, including internal management reports. In preparing the preliminary financial results, the Company’s management made a number of complex and subjective judgments and estimates about the appropriateness of certain reported amounts and disclosures. The Company’s actual financial results for the first quarter of 2026 have not yet been finalized. The preliminary financial results are not a comprehensive statement of all financial results as of and for the three months ended March 31, 2026 and are not necessarily indicative of the results to be achieved for any future period. The Company is required to consider all available information through the finalization of its financial statements and their possible impact on the Company’s financial condition and results of operations for the period, including the impact of such information on the complex judgments and estimates referred to above. As a result, subsequent information or events may lead to material differences between the information about the results of operations described in the Preliminary Prospectus Supplement and the results of operations described in the Company’s subsequent Quarterly Report on Form 10-Q. The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to, and does not express an opinion or any other form of assurance on, the preliminary financial results.
The information provided in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and 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 of that section. The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing or other document 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 or document. The information furnished in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
Item 7.01. Regulation FD Disclosure.
On April 15, 2026, the Company issued a press release announcing the commencement of an underwritten public offering of shares of the Company’s common stock. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information provided in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, is being furnished and 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 of that section. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be incorporated by reference into any filing or other document 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 or document. The information furnished in this Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Excerpt from Preliminary Prospectus Supplement, dated April 15, 2026. | |
| 99.2 | Press Release, dated April 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| SOUTHERN FIRST BANCSHARES, INC. | ||
| By: | /s/ Christian J. Zych | |
| Name: | Christian J. Zych | |
| Title: | Chief Financial Officer | |
| April 15, 2026 | ||
Exhibit 99.1
Unless otherwise expressly stated or the context otherwise requires, as used in this Exhibit 99.1, the terms “we,” “us,” “the Company,” “Southern First,” and “our” refer collectively to Southern First Bancshares, Inc. and its subsidiaries on a combined basis. References to the “Bank” refer to Southern First Bank, our banking subsidiary.
This Exhibit 99.1 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Statements included in this Exhibit 99.1 that are not historical in nature are intended to be, and are hereby identified as, forward-looking statements. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “could,” “seek to,” “strive,” “focus,” “predict,” “project,” “potential,” “assume,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. We caution readers that forward-looking statements are estimates reflecting our judgment based on current information and are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results, including the matters described under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Preliminary Prospectus Supplement and the accompanying prospectus and in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the Securities and Exchange Commission. In addition, actual results for the three months ended March 31, 2026 may differ materially from the preliminary financial information included in this Exhibit 99.1 as a result of the completion of our financial closing procedures, our consideration of subsequent events and other developments arising prior to the finalization of our financial statements for such period. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we do not intend, and assume no obligation, to update any forward-looking statement, except as required by law.
Excerpt from Preliminary Prospectus Supplement, dated April 15, 2026
Preliminary First Quarter 2026 Financial Information (Unaudited)
Our unaudited consolidated financial statements as of and for the three months ended March 31, 2026 are not yet available. The following preliminary financial information for the quarter ended March 31, 2026 is based solely on management’s estimates derived from internal management reports and currently available preliminary information and remains subject to the completion of our financial closing procedures and other customary quarter-end review procedures, including our consideration of subsequent events. These procedures may result in material changes to the preliminary financial information set forth below. Our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information and, accordingly, does not express an opinion or any other form of assurance with respect thereto. The preliminary financial information set forth below is not a complete presentation of our financial results as of and for the three months ended March 31, 2026, and the final results as of and for the three months ended March 31, 2026 may differ materially from the preliminary results set forth below. Accordingly, you should not place undue reliance on this preliminary financial information. In addition, the estimates set forth below constitute forward-looking statements and are subject to risks and uncertainties. These estimates should be read together with our Annual Report on Form 10-K and other filings with the SEC, as well as the section captioned “Special Note Regarding Forward-Looking Statements” in this prospectus supplement. We undertake no obligation to update or revise this preliminary financial information prior to the release of our final financial results for the quarter ended March 31, 2026, except as required by law.
The following tables present selected preliminary financial information for the quarter ended or as of March 31, 2026, as applicable:
Selected Preliminary Operating Metrics
| Three
Months Ended March 31, 2026 Preliminary(2) |
Three Months Ended December 31, 2025 Actual | |
| Net income | approximately $9.9 million | $9.857 million |
| Net interest income | approximately $30.3 million (including $543 thousand in interest recoveries) | $28.744 million |
| Net interest margin (tax-equivalent)(1) | approximately 2.88% | 2.72% |
| Provision for credit losses | approximately $1.3 million (including approximately $150 thousand for unfunded commitments) | — |
| Noninterest income | approximately $3.5 million | $3.090 million |
| Noninterest expense | approximately $20.0 million | $18.416 million |
| Return on average assets | approximately 0.9% | 0.90% |
| Return on average equity | approximately 10.7% | 10.77% |
| Efficiency ratio(3) | approximately 59.2% | 56.93% |
| (1) | Net interest margin is presented on a tax-equivalent basis. The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis. |
| (2) | The preliminary financial information set forth in the table above reflects management’s current estimates based solely on information available as of the date hereof and remains subject to completion of financial closing procedures and other quarter-end review procedures. |
| (3) | Efficiency ratio is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and the reconciliation below. |
Selected Preliminary Balance Sheet, Asset Quality and Capital Metrics
| As
of March 31, 2026 Preliminary(4) |
As of December 31, 2025 Actual | |
| Total loans (excluding loans held for sale)(1) | approximately $3.94 billion | $3.845 billion |
| Total deposits | approximately $3.87 billion | $3.717 billion |
| Retail deposits(2) | approximately $3.37 billion | $3.164 billion |
| Nonperforming assets / total assets | approximately 0.26% | 0.32% |
| Annualized net charge-offs / average loans | approximately 0.01% | — |
| Tangible common equity / tangible assets(3) | approximately 8.3% | 8.37% |
| Tier 1 leverage ratio | approximately 9.1% | 8.93% |
| Common equity Tier 1 capital ratio | approximately 11.0% | 11.06% |
| Tier 1 risk-based capital ratio | approximately 11.4% | 11.44% |
| Total risk-based capital ratio | approximately 12.8% | 12.89% |
| (1) | Total loans exclude loans held for sale. |
| (2) | Retail deposits are defined as total deposits less wholesale deposits. Wholesale deposits are expected to consist of brokered deposits totaling approximately $501.7 million as of March 31, 2026 and consisted of brokered deposits totaling $552.9 million as of December 31, 2025; wholesale deposits are expected to decline 9.3% compared to December 31, 2025. |
| (3) | Tangible common equity to tangible assets is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and the reconciliation below. |
| (4) | The preliminary financial information set forth in the table above reflects management’s current estimates based solely on information available as of the date hereof and remains subject to completion of financial closing procedures and other quarter-end review procedures. |
Compared to the quarter ended December 31, 2025, we expect:
| ● | net interest income and net interest margin to improve in the quarter ended March 31, 2026, reflecting continued balance sheet repricing and lower funding costs, including an approximate 13 basis point decline in the cost of total deposits from the quarter ended December 31, 2025; and |
| ● | noninterest expense to increase on a linked-quarter basis, primarily due to seasonal increases in compensation and benefits expense. |
For the quarter ended March 31, 2026 or as of March 31, 2026, as applicable, we also expect:
| ● | net income of approximately $9.9 million, as compared to $5.266 million for the quarter ended March 31, 2025 (approximately +88% year-over-year); |
| ● | continued balance sheet growth, with total loans of approximately $3.94 billion, total deposits of approximately $3.87 billion and retail deposits of approximately $3.37 billion, representing approximately 10% annualized loan growth, approximately 17% annualized total deposit growth and approximately 27% annualized retail deposit growth from December 31, 2025; |
| ● | continued solid asset quality, including nonperforming assets to total assets of approximately 0.26% and annualized net charge-offs to average loans of approximately 0.01%; nonperforming asset balances are expected to decline approximately 15% from December 31, 2025; and |
| ● | solid capital levels, with tangible common equity to tangible assets, Tier 1 leverage ratio, common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio of approximately 8.3%, 9.1%, 11.0%, 11.4% and 12.8%, respectively. |
Non-GAAP Financial Measures
Tangible common equity to tangible assets and efficiency ratio are non-GAAP financial measures. Tangible common equity to tangible assets is calculated as total common equity less total intangible assets, divided by total assets less total intangible assets. Efficiency ratio is calculated as total noninterest expense divided by total revenue, adjusted to exclude net gains on sale of securities. Management believes these non-GAAP financial measures provide investors with useful supplemental information regarding the Company’s capital strength and operating performance. These non-GAAP financial measures should not be considered in isolation or as substitutes for their most directly comparable GAAP measures. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set forth below.
Tangible Common Equity / Tangible Assets
| ($000s) | As of March 31, 2026 (Preliminary)(2) | As of December 31, 2025 (Actual) |
| Total common equity | 379,413 | 368,657 |
| Goodwill | — | — |
| Other intangibles | — | — |
| Less: total intangible assets | — | — |
| Tangible common equity | 379,413 | 368,657 |
| ($000s) | As of March 31, 2026 (Preliminary)(2) | As of December 31, 2025 (Actual) |
| Total assets | 4,578,402 | 4,403,494 |
| Goodwill | — | — |
| Other intangibles | — | — |
| Less: total intangible assets | — | — |
| Tangible assets | 4,578,402 | 4,403,494 |
| Tangible Common Equity / Tangible Assets(1) | 8.29% | 8.37% |
Efficiency Ratio
| ($000s) | Three Months Ended March 31, 2026 (Preliminary)(2) | Three Months Ended December 31, 2025 (Actual) |
| GAAP-based efficiency ratio | 59.22% | 57.85% |
| Net interest income | 30,259 | 28,744 |
| Noninterest income | 3,540 | 3,090 |
| Total revenue | 33,799 | 31,834 |
| Less: net gains on sale of securities | — | (515) |
| Adjusted total revenue | 33,799 | 32,349 |
| Total noninterest expense | 20,015 | 18,416 |
| Efficiency Ratio(1) | 59.22% | 56.93% |
| (1) | Tangible common equity to tangible assets and efficiency ratio are non-GAAP financial measures. Tangible common equity to tangible assets is calculated as total common equity less total intangible assets, divided by total assets less total intangible assets. Efficiency ratio is calculated as total noninterest expense divided by total revenue, adjusted to exclude net gains on sale of securities. |
| (2) | The March 31, 2026 amounts set forth in the tables above are preliminary and reflect management’s current estimates based solely on information available as of the date hereof and remain subject to completion of financial closing procedures and other quarter-end review procedures. |
Exhibit 99.2
Southern First Bancshares, Inc. Announces Public Offering of Common Stock
Greenville, South Carolina, April 15, 2026 – Southern First Bancshares, Inc. (NASDAQ: SFST) (the “Company,” “we,” “us,” or “our”) today announced that it has launched an underwritten public offering of shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the shares of common stock sold in connection with the offering. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, supporting organic growth initiatives, providing capital to our bank subsidiary, redeeming or repurchasing outstanding indebtedness, including subordinated debt, and for working capital purposes.
Piper Sandler & Co. is serving as the sole book-running manager for the offering. Keefe, Bruyette & Woods, A Stifel Company, is serving as co-manager.
This announcement is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Company has filed a shelf registration statement (File No. 333-293279), including a base prospectus, and a preliminary prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offering, and expects to file a prospectus supplement relating to the offering. The offering is being made only by means of the prospectus supplement and accompanying base prospectus. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement, the prospectus supplement when available, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov or, alternatively, copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering, and the prospectus supplement when available, may be obtained by contacting Piper Sandler & Co., Attn: Prospectus Department, by Telephone: (800) 747-3924 or Email: prospectus@psc.com or Keefe, Bruyette & Woods, Inc., Attn: Equity Capital Markets, by Telephone: (800) 966-1559 or Email: uscapitalmarkets@kbw.com.
ABOUT SOUTHERN FIRST BANCSHARES, INC.
Southern First Bancshares, Inc., Greenville, South Carolina, is a registered bank holding company incorporated under the laws of South Carolina. The Company’s wholly owned subsidiary, Southern First Bank, is the second largest bank headquartered in South Carolina. Southern First Bank has been providing financial services since 1999 and now operates in 12 locations in the Greenville, Columbia, and Charleston markets of South Carolina as well as the Charlotte, Triangle and Triad regions of North Carolina and Atlanta, Georgia. Southern First Bancshares has consolidated assets of approximately $4.4 billion and its common stock is traded on The NASDAQ Global Market under the symbol “SFST.”
FORWARD-LOOKING STATEMENTS
Certain statements in this news release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to the completion, timing and expected size of the offering, the anticipated closing date of the offering, the anticipated use of proceeds from the offering, future plans and expectations, and are thus prospective. Such forward-looking statements are identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “preliminary”, “intend,” “plan,” “target,” “continue,” “lasting,” and “project,” as well as similar expressions. Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking
statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of forward-looking information should not be construed as a representation by the Company or any other person that the future events, plans or expectations described herein will be achieved.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (2) the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations may be different than expected; (3) the rate of delinquencies and amounts of charge-offs, the level of allowance for credit loss, the rates of loan and deposit growth as well as pricing of each product, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (4) changes in legislation, regulation, policies or administrative practices, whether by judicial, governmental or legislative action, including, but not limited to, changes affecting oversight of the financial services industry or consumer protection, the regulatory landscape or capital market; (5) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could continue to have a negative impact on the Company, including the timing, size, pricing or completion of the offering; (6) changes in interest rates, which may continue to affect the Company’s net income, interest expense, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of the Company’s assets, including its investment securities; (7) trade wars, government shutdowns, or a potential recession which may cause adverse risk to the overall economy, and could indirectly pose challenges to our clients and to our business; (8) any increase in FDIC assessments which have increased and may continue to increase our cost of doing business; and (9) changes in accounting principles, policies, practices, or guidelines. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (www.sec.gov). All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.
MEDIA CONTACT:
ART SEAVER 864-679-9010
FINANCIAL CONTACT:
CHRIS ZYCH 864-679-9070
WEB SITE: www.southernfirst.com
SOURCE: Southern First Bancshares, Inc.
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