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Get filing alertsColony Bankcorp to acquire First Reliance Bancshares for $163M, creating $5B Southeast bank
Filed June 24, 2026 · Period ending June 24, 2026 · ~2 min read
Key Changes
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Colony signed definitive agreement to acquire First Reliance Bancshares for ~$163M (80% stock/20% cash), with shareholders receiving 0.94 CBAN shares or $19.75 cash per share; deal valued at 162% tangible book and 11.7x 2027E earnings.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Transaction expected to deliver ~20% EPS accretion in 2027 from 35% cost savings on FSRL's non-interest expense, with 12% tangible book dilution earning back in under 3.5 years; pro forma CET1 ratio ~11% at close.
Exhibit 99.2 view on EDGAR → -
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Merger adds 10 South Carolina branches with $390M deposits in Florence (9.11% share, #3 rank), $268M in Columbia, $179M in Charleston, expanding Colony's footprint beyond Georgia, Alabama, and North Florida.
Exhibit 99.2 view on EDGAR → -
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Combined entity will have ~$5B assets, $4.0B deposits, $3.2B loans; First Reliance CEO Rick Saunders becomes Executive Vice Chairman, director Rick Redden joins CBAN board, with other FSRL executives in senior roles.
Exhibit 99.1 view on EDGAR → -
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Deal expected to close Q4 2026 with system conversion Q2 2027, subject to shareholder votes and regulatory approvals; FSRL owes $6.6M termination fee if it accepts superior proposal or breaches no-shop obligations.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Colony Bankcorp announced a definitive agreement to acquire First Reliance Bancshares for approximately $163 million in a combined stock-and-cash transaction, creating a ~$5 billion asset Southeast banking franchise. First Reliance shareholders will receive 0.94 shares of Colony stock or $19.75 in cash per share (80% stock/20% cash mix), valuing the deal at 162% of tangible book and 11.7x estimated 2027 earnings.
The transaction is expected to be immediately accretive, delivering approximately 20% EPS accretion in 2027 driven by cost savings equal to 35% of First Reliance's projected non-interest expense. Tangible book value per share will be diluted by approximately 12% but is projected to earn back in under 3.5 years, with a pro forma CET1 ratio of approximately 11% at closing.
The merger expands Colony's footprint into South Carolina, adding 10 branches with meaningful market positions in Florence (9.11% deposit share, #3 rank), Columbia, Charleston, Greenville, and Myrtle Beach. First Reliance CEO Rick Saunders will join Colony as Executive Vice Chairman and board member, with other First Reliance executives assuming senior roles including President for South Carolina, Chief Investment Officer, and regional credit leadership. The transaction is expected to close in Q4 2026 following shareholder votes from both companies and regulatory approvals, with system conversion planned for Q2 2027. First Reliance locations will retain their brand alongside Colony Bank post-conversion. The deal includes a $6.6 million termination fee if First Reliance accepts a superior proposal, and voting agreements are in place with directors and executives of both companies.
Section-by-Section Diff
Event · Exhibit 99.3
Colony Bankcorp announces planned acquisition of First Reliance Bank, expected to close Q4 2026 with system conversion in Q2 2027.
Added in current filing · view on EDGAR →
On June 24th, we shared the exciting news that First Reliance Bank is expected to join Colony Bank through a planned strategic partnership.
Colony Bankcorp (CBAN) disclosed it is acquiring First Reliance Bank, a South Carolina community bank. The transaction is subject to regulatory approval and customary closing conditions, with completion anticipated in Q4 2026 and system conversion in Q2 2027. Both banks will continue operating independently until closing, with First Reliance branches to be co-branded alongside Colony Bank post-conversion.
Added in current filing · view on EDGAR →
Colony Bank is a community bank headquartered in Fitzgerald, Georgia, with locations across Georgia, as well as in Birmingham, Alabama, and across North Florida, including Tallahassee, Jacksonville, and the Florida Panhandle.
The acquisition expands Colony Bank's footprint into South Carolina, adding First Reliance Bank's locations to Colony's existing presence across Georgia, Alabama, and North Florida. This represents geographic diversification and market expansion for the combined entity.
Added in current filing · view on EDGAR →
We anticipate the completion of our partnership in the fourth quarter of 2026, and the system conversion to happen in the second quarter of 2027. The First Reliance name you trust isn’t going anywhere. You will continue to see the First Reliance name proudly displayed, seamlessly paired alongside the Colony Bank brand.
The filing provides a detailed integration roadmap: legal close expected Q4 2026, followed by system conversion in Q2 2027. Colony plans to co-brand First Reliance locations rather than eliminate the acquired brand, suggesting a strategy to preserve customer relationships and local market identity during the transition.
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Added in current filing · view on EDGAR →
However, we’re excited to share that this partnership will introduce several enhanced benefits and wealth-building opportunities for the First Reliance team, including a competitive 401(k) match, an Employee Stock Purchase Plan with a 15% discount, a $50 contribution into the High Deductible Plan per paycheck, and lower medical insurance costs for dependents.
Colony disclosed specific benefit enhancements for First Reliance employees, including a 401(k) match, an Employee Stock Purchase Plan with 15% discount, healthcare subsidies, and reduced dependent coverage costs. These enhancements may support employee retention during integration and represent incremental compensation expense for the combined entity.
Event · Exhibit 99.2
Colony Bankcorp announced a definitive merger with First Reliance Bancshares, creating a ~$5bn bank with enhanced South Carolina presence.
Added in current filing · verify on EDGAR →
First Reliance Ban ... cshares, Inc. to merge with and into Colony Bankcorp, Inc. at closing • Consideration mix: 80% stock | 20% cash • 0.94 CBAN shares per FSRL share or $19.75 per share in cash • Implied ownership: 77% CBAN / 23% FSRL • Implied Aggregate Transaction Value: $163mm • Indicative price per share: $19.52 per FSRL share • Price / Tangible Book Value per Share: 162% • Price / 2027E Earnings: 11.7x • Price / 2027E Earnings + Cost Saves: 6.8x • Core Deposit Premium
Colony Bankcorp will acquire First Reliance Bancshares in an all-stock and cash merger valued at $163 million. FSRL shareholders will receive 0.94 CBAN shares or $19.75 cash per share (80% stock / 20% cash mix). The transaction is priced at 162% of tangible book value and 11.7x 2027 estimated earnings. Pro forma, CBAN shareholders will own 77% and FSRL shareholders 23% of the combined entity, which will have approximately $5 billion in assets.
Added in current filing · view on EDGAR → · paraphrased
Headquartered in Florence, SC o 10 Branches • Founded in 1999 – cycle tested ... Operates in 5 of the top 7 MSAs in South Carolina by population ... Florence 2 $390 41.0% 3 9.11% Columbia 3 268 28.1 5 1.00 Charleston 2 179 18.8 8 0.77 Greenville 2 93 9.8 11 0.36 Myrtle Beach 1 22 2.3 7 0.18
The merger adds First Reliance's 10 South Carolina branches, providing Colony with meaningful presence in the state's four largest markets (Columbia, Greenville, Charleston, Myrtle Beach) plus Florence. FSRL holds $390 million in deposits in Florence (9.11% market share, ranked #3), $268 million in Columbia (1.00% share, #5), $179 million in Charleston (0.77% share, #8), $93 million in Greenville (0.36% share, #11), and $22 million in Myrtle Beach (0.18% share, #7). These markets exhibit strong demographic trends, with projected population growth of 1.3% to 15.5% over 2026-2031.
Added in current filing · view on EDGAR →
Rick Saunders, FSRL CEO, to serve as Executive Vice Chairman of CBAN • Rick Redden, FSRL Director, will join the CBAN Board of Directors • Dr. Dale Lusk, FSRL Chairman, will maintain an active advisory role with formal board observation rights • Robert Haile, FSRL Chief Financial Officer, will serve as Chief Investment Officer and Treasurer • Justin Strickland, FSRL President, will serve as President for South Carolina • Brook Moore, FSRL Chief Credit Officer will serve as Credit Officer for South Carolina • Chuck Stuart, President of FSRL Mortgage, will serve as Co-President of Colony Mortgage
FSRL's CEO Rick Saunders will become Executive Vice Chairman of Colony, and director Rick Redden will join Colony's board. FSRL's CFO Robert Haile will serve as Chief Investment Officer and Treasurer, President Justin Strickland will lead South Carolina operations, Chief Credit Officer Brook Moore will oversee South Carolina credit, and Chuck Stuart will co-lead Colony Mortgage. FSRL Chairman Dr. Dale Lusk will maintain an advisory role with board observation rights.
Added in current filing · view on EDGAR →
Anticipated closing in Q4 2026 • Voting agreements in place with directors and executive officers • Subject to customary regulatory approval and shareholder approval of CBAN and FSRL
The merger is expected to close in the fourth quarter of 2026, subject to regulatory approvals and shareholder votes from both Colony and First Reliance. Voting agreements are already in place with directors and executive officers of both companies.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Colony Bankcorp, Inc. (NYSE: CBAN) (“Colony” or the “Company”), the holding company for Colony Bank, and First Reliance Bancshares, Inc. (OTCQX: FSRL) (“First Reliance”), the holding company for First Reliance Bank, today jointly announced the signing of a definitive merger agreement in which Colony has agreed to acquire 100% of the stock of First Reliance in a combined stock-and-cash transaction valued at approximately $163 million (the “Merger”).
Colony Bankcorp signed a definitive agreement to acquire 100% of First Reliance Bancshares for approximately $163 million in a combined stock-and-cash transaction. The merger will expand Colony's footprint across Alabama, Florida, Georgia, and South Carolina. The transaction is expected to close in the fourth quarter of 2026, subject to regulatory and shareholder approvals.
Added in current filing · view on EDGAR →
Key leadership appointments following the Merger include Rick Saunders, who will join Colony as Executive Vice Chairman, board member, and member of the executive team. Justin Strickland, currently President of First Reliance, will become Colony’s President for South Carolina and Robert Haile, First Reliance’s Chief Financial Officer, will serve as Chief Investment Officer and Treasurer. Additionally, Brook Moore, First Reliance’s Chief Credit Officer will become Colony’s Credit Officer for South Carolina and Chuck Stuart, current President of the First Reliance Mortgage Division, will join as Co-President of Colony Mortgage.
First Reliance CEO Rick Saunders will become Colony's Executive Vice Chairman and join the board and executive team. Other First Reliance executives will assume senior roles including President for South Carolina, Chief Investment Officer and Treasurer, Credit Officer for South Carolina, and Co-President of Colony Mortgage. First Reliance director Rick Redden will join Colony's board, while Chairman Dr. Dale Lusk will have board observation rights.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Following the closing of the merger, First Reliance locations in South Carolina will continue operating under the First Reliance brand. Customers of both organizations will continue to receive the same industry-leading service both institutions are recognized for delivering.
First Reliance locations in South Carolina will retain the First Reliance brand after the merger closes. Both companies emphasize that customers will continue to receive the same level of service from both organizations, suggesting a focus on continuity and customer retention during the integration.
Event · Item 8.01 — Other Events
Colony Bankcorp announced a merger agreement with FSRL, issuing a joint press release and investor presentation on June 24, 2026.
Added in current filing · verify on EDGAR →
On June 24, 2026, the Company and FSRL issued a joint press release announcing the entry into the Merger Agreement.
Colony Bankcorp (CBAN) entered into a merger agreement with FSRL and announced it via joint press release on June 24, 2026. The filing provides supplemental information through an investor presentation and Q&A materials for team members. The merger will require shareholder approval from both companies and regulatory approvals, with the Company planning to file a Form S-4 registration statement containing a joint proxy statement/prospectus.
Added in current filing · verify on EDGAR →
forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on the Company's capital ratios.
The Company expects the merger to deliver returns and benefits to shareholders, including improved operating efficiency, expense reductions, and effects on capital ratios and tangible book value. However, the filing extensively cautions that these forward-looking expectations are subject to numerous risks including integration challenges, cost overruns, failure to achieve synergies, and potential delays or termination of the merger.
Added in current filing · verify on EDGAR →
the dilution caused by the Company's issuance of additional shares of its common stock in the Merger transaction
The merger will be structured as a stock transaction where Colony Bankcorp will issue additional shares of its common stock to FSRL shareholders, which will cause dilution to existing CBAN shareholders. The exact exchange ratio and number of shares to be issued are not disclosed in this 8-K but will be detailed in the forthcoming Form S-4 registration statement.
Added in current filing · verify on EDGAR →
the successful integration of the recently completed acquisition of TC Bancshares, Inc.
Colony Bankcorp recently completed an acquisition of TC Bancshares, Inc. and is still integrating that transaction. The filing identifies the successful integration of TC Bancshares as a risk factor that could affect the Company's ability to execute the FSRL merger, suggesting the Company is managing multiple integration efforts simultaneously.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 24, 2026, Colony Bankcorp, Inc., a Georgia corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”), whereby FSRL will be merged with and into the Company (the “Merger”).
Colony Bankcorp has agreed to acquire First Reliance Bancshares in a merger transaction. The deal has been unanimously approved by both boards and is expected to close in Q4 2026, subject to regulatory approvals and shareholder votes. First Reliance Bank will merge into Colony Bank immediately following the parent company merger.
Added in current filing · verify on EDGAR →
FSRL will pay the Company a termination fee equal to $6,600,000 in the event (i) the Merger Agreement is terminated by the Company because FSRL’s board of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to vote on the Merger, (ii) FSRL terminates the Merger Agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated (A) by either the Company or FSRL because the required FSRL shareholder approval is not obtained or (B) by the Company because of FSRL’s material breach of representations, warranties or covenants, and, in each case, FSRL enters into an agreement for or completes an acquisition transaction within 12 months of the termination of the Merger Agreement if any acquisition proposal was received after the date of the Merger Agreement and prior to its termination.
First Reliance must pay Colony a $6.6 million termination fee if it backs out to accept a superior proposal, breaches its no-shop obligations, or fails to obtain shareholder approval and then completes an alternative transaction within 12 months. This fee protects Colony's investment in the transaction and discourages competing bids.
Added in current filing · verify on EDGAR →
Consummation of the Merger is subject to various customary conditions, including (i) approval of the Merger Agreement and the Merger by shareholders of FSRL and approval of the issuance of common stock of the Company by shareholders of the Company; (ii) the receipt of certain regulatory approvals; (iii) the receipt of certain governmental approvals; (iv) no injunctions or other legal restraints preventing the consummation of the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having declared effective the Company’s registration statement covering the issuance of shares of the Company’s common stock in the Merger
The merger requires approval from both companies' shareholders, regulatory clearances, and SEC effectiveness of Colony's registration statement. The deal must close by March 24, 2027, with automatic extension to April 23, 2027 if only regulatory approvals remain outstanding. Either party can terminate if dissenting First Reliance shares exceed 7.5% of outstanding stock.
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Added in current filing · verify on EDGAR →
In connection with entering into the Merger Agreement, the directors and executive officers of both the Company and FSRL have entered into voting agreements (the “Voting Agreements”), pursuant to which each such director and executive officer of FSRL and the Company agreed to vote his or her shares of FSRL Stock and the Company common stock, as applicable, (i) in favor of approval of the Merger Agreement and the consummation of the transactions contemplated therein
Directors and executives of both companies have agreed to vote their shares in favor of the merger and are generally prohibited from selling their shares until the deal closes or terminates. First Reliance directors will also sign non-compete agreements covering confidential information, customer non-solicitation, and employee non-recruitment.
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