Colony Bankcorp will issue approximately 6,185,975 common shares in its Merger with First Reliance Bancshares, subject to certain anti-dilutive adjustments. The transaction matters to investors because former First Reliance shareholders are expected to own approximately 22.57% of the combined company, while completion depends on approval votes from both Shareholder groups.

Key Highlights

  • First Reliance holders can elect $19.75 in cash or 0.94 Colony common shares, subject to allocation procedures.
  • Colony and First Reliance shareholders are scheduled to vote on the transaction on October 14, 2026.
  • Colony plans to issue approximately 6,185,975 common shares as merger consideration, subject to certain anti-dilutive adjustments.

Colony Bankcorp Inc. (NYSE: CBAN) plans to issue approximately 6,185,975 shares of common stock in its proposed merger with First Reliance Bancshares Inc. The share count remains subject to certain anti-dilutive adjustments described in the transaction materials.

The merger would combine First Reliance Bancshares with Colony, while First Reliance Bank would merge into Colony Bank. Colony and Colony Bank would remain the surviving entities in the respective transactions.

6,185,975 Shares For Merger

First Reliance shareholders would receive a mix of cash and Colony common stock for their shares, with customary allocation procedures applying to the elections. The cash alternative equals $19.75 per share, without interest.

The stock alternative provides 0.94 Colony common shares for each First Reliance share, also subject to the allocation process. Approximately 20% of First Reliance stock would receive the cash consideration, while the remaining 80% would receive the stock consideration.

Holders could elect the cash or stock consideration for those awards, less required tax withholding. Rollover restricted stock units would instead be converted into Colony restricted stock units using the exchange ratio and would retain substantially similar terms, including vesting conditions.

First Reliance stock Options would be cancelled and converted into cash based on the difference between $19.75 and the applicable exercise price, multiplied by the number of shares subject to each option. Options with exercise prices equal to or above $19.75 would receive no payment.

Cash Or Stock Consideration

The value of the stock alternative will change with Colony common stock because the exchange ratio is fixed at 0.94 shares. The aggregate merger consideration and the value received by First Reliance holders choosing stock therefore will not be known when shareholders vote.

First Reliance common stock was quoted at $15.25 per share on Jun. 23, 2026, and its most recent reported closing sale price on Aug. 24, 2026, was $19.65 per share. The stock portion of the merger consideration will continue to depend on Colony’s common-stock value.

October 14 Approval Vote

Colony and First Reliance shareholders are scheduled to vote on the transaction on October 14, 2026. Colony’s meeting will be conducted remotely, while First Reliance’s meeting will take place at the First Reliance Bank Learning Center in Florence, South Carolina.

It also requires approval from a majority of the votes represented by eligible Colony common shareholders at the special meeting. Assuming that treatment applies, First Reliance shareholders exchanging their shares solely for Colony common stock generally would not recognize gain or loss, while cash consideration generally would be taxable.

Peers Moving on This News

Source(s)

  • https://www.sec.gov/Archives/edgar/data/711669/000110465926102490/tm2622961-7_424b4.htm