Colony Bankcorp, Inc. filed a Form 8-K on November 2, 2026, reporting the completion of its merger with First Reliance Bancshares, Inc. effective November 1, 2026, along with the assumption of two debt obligations and related director and officer disclosures.

Key Highlights

  • Merger effective: Colony Bankcorp completed its merger with First Reliance Bancshares, Inc. on November 1, 2026, with First Reliance Bancshares merging into Colony Bankcorp as the surviving corporation.
  • Consideration issued: The company disclosed it will issue approximately 6,185,975 shares of Colony Bankcorp common stock and pay approximately $32,662,112 in cash to former holders of FSRL stock and equity awards.
  • Per-share terms: Each eligible FSRL share was convertible into either $19.75 in cash or 0.94 shares of Colony Bankcorp common stock, subject to proration, with no more than 80% of FSRL shares eligible for stock consideration.
  • Subordinated Notes assumed: Colony Bankcorp assumed FSRL's 3.375% Fixed-to-Floating Rate Subordinated Notes due October 1, 2031, with aggregate principal not in excess of $10,000,000, bearing interest at three-month Term SOFR plus 245 basis points from October 1, 2026.
  • Junior Subordinated Debentures assumed: The company also assumed FSRL's Fixed/Floating Rate Junior Subordinated Debt Securities due November 23, 2035, with aggregate principal not in excess of $10,310,000.
  • Bank-level merger: Immediately following the holding company merger, First Reliance Bank merged into Colony Bank, with Colony Bank continuing as the surviving bank.

Colony Bankcorp Absorbs First Reliance and Its Debt Obligations

According to the filing, Colony Bankcorp, Inc. (NYSE:CBAN) completed the previously announced merger with First Reliance Bancshares, Inc. ("FSRL") on November 1, 2026, pursuant to an Agreement and Plan of Merger dated June 24, 2026. At the effective time, FSRL merged into Colony Bankcorp, which continued as the surviving corporation. Immediately thereafter, First Reliance Bank, a South Carolina state-chartered bank, merged into Colony Bank, a Georgia state-chartered bank and wholly-owned subsidiary of Colony Bankcorp, with Colony Bank surviving.

Under the merger agreement, each eligible share of FSRL common stock and preferred stock was converted into the right to receive either $19.75 in cash or 0.94 shares of Colony Bankcorp common stock, at the holder's election and subject to proration procedures. The filing stated that no more than 80% of FSRL shares outstanding could be converted into stock consideration. FSRL options with exercise prices equal to or greater than $19.75 per share were cancelled without payment. As a result of the merger, the company disclosed it will issue approximately 6,185,975 shares and pay approximately $32,662,112 in cash, including cash in lieu of fractional shares and payments for cancelled FSRL options.

In connection with the merger, Colony Bankcorp assumed two debt instruments previously held by FSRL. The first is the 3.375% Fixed-to-Floating Rate Subordinated Notes due October 1, 2031, with aggregate principal not in excess of $10,000,000, which bear interest from October 1, 2026 at three-month Term SOFR plus 245 basis points, payable quarterly in arrears. These notes are described in the filing as "unsecured, subordinated obligations" and are redeemable at the company's option subject to regulatory approval. The second obligation is the Fixed/Floating Rate Junior Subordinated Debt Securities due November 23, 2035, with aggregate principal not in excess of $10,310,000, issued in connection with trust preferred securities of First Reliance Capital Trust I. The filing noted that Colony Bankcorp may defer interest payments on the debentures for up to 20 consecutive quarterly periods, during which time it "generally may not pay dividends on its capital stock."

What Was Disclosed

Colony Bankcorp reported the November 1, 2026 completion of its merger with First Reliance Bancshares, the issuance of approximately 6,185,975 common shares and approximately $32,662,112 in cash as merger consideration, and the assumption of two FSRL debt obligations totaling up to approximately $20,310,000 in aggregate principal.