Announcement • Dec 01

Colony Bankcorp, Inc. (NYSE:CBAN) completed the acquisition of TC Bancshares, Inc. (OTCPK:TCBC).

Colony Bankcorp, Inc. (NYSE:CBAN) entered into a definitive merger agreement to acquire TC Bancshares, Inc. (OTCPK:TCBC) for $87.6 million on July 23, 2025. As part of the acquisition, Colony Bankcorp, Inc will acquire 100% of the common stock and options of TC Bancshares. As part of consideration, TC Bancshares shareholder will have the right to elect to receive either $21.25 in cash or 1.25 shares of Colony’s common stock in exchange for each share of TC Bancshares common stock, subject to customary proration and allocation procedures such that approximately 20% of TC Bancshares common stock will be converted to cash consideration and the remaining 80% will be converted to Colony common stock. The combined organization will have approximately $3.8 billion in total assets, $3.1 billion in total deposits, and $2.4 billion in loans, making it one of the leading community banks in the Southeast. The transaction is expected to be immediately accretive to Colony’s earnings per share, excluding one-time merger-related expenses, and will enhance Colony’s key performance ratios. The transaction is expected to generate cost saving of $5.6 million, or 33.4% of TCBC’s non interest expense. In case of termination of transaction, TC Bancshares, Inc will pay a termination fee of $3.44 million to Colony Bankcorp. Upon completion, Greg Eiford will be joining the Colony team as an Executive Vice President and Chief Community Banking Officer. Other key members of TC Federal Bank will also be joining Colony’s team, bringing valuable experience and market knowledge that will strengthen combined organization. TC Bancshares, Inc. will merge with and into Colony Bankcorp. The transaction is subject to Colony and TC Bancshares shareholders approval, filing and declaration of effectiveness of the registration statement, the receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368, dissenting shares representing less than 7.5% of the outstanding shares of TCBC common stock, third party approval, regulatory approvals and other customary closing conditions. The boards of directors of Colony and TC Bancshares have unanimously approved the transaction. The transaction is is expected to close in fourth quarter 2025. As of November 17, 2025, Colony Bankcorp, Inc. received all required regulatory approvals, as well as shareholder approval from the shareholders of both Colony and TC Bancshares The transaction is expected to close on December 1, 2025, pending satisfaction of customary closing conditions. Hovde Group, LLC acted as financial advisor to Colony Bankcorp, Inc. Mark C. Kanaly, David S. Park, Meredith Gage, Kerry Wenzel, Cliff Stanford, Blake MacKay and Heather Ripley of Alston & Bird LLP acted as legal advisor to Colony Bankcorp, Inc. Performance Trust Capital Partners, LLC acted as financial advisor to TC Bancshares, Inc. Robert Klingler of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to TC Bancshares, Inc. Colony Bankcorp, Inc. (NYSE:CBAN) completed the acquisition of TC Bancshares, Inc. (OTCPK:TCBC) on December 1, 2025.

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Colony Bankcorp, Inc. (NYSE:CBAN) completed the acquisition of TC Bancshares, Inc. (OTCPK:TCBC).

Colony Bankcorp, Inc. (NYSE:CBAN) entered into a definitive merger agreement to acquire TC Bancshares, Inc. (OTCPK:TCBC) for $87.6 million.

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