GBC GEORGIA BANKING CO INC 424B4 final IPO prospectus section summaries

Offering and listing

Georgia Banking Company, Inc. registered up to 7,074,016 shares of voting common stock for resale by existing shareholders. Transferred non-voting shares automatically convert into voting shares. This is a shareholder resale—not an underwritten offering—and the company will receive no proceeds from resales; shareholders may sell some, all, or none of their registered shares.

As of the prospectus date, October 27, 2026, there was no established public trading market for the shares. During 2026, 2,298,970 primary and secondary shares traded in private placements at $30.00 per share. The company cautions that private-sale prices may bear little or no relation to Nasdaq’s opening or subsequent market price.

Nasdaq approved the listing under ticker GBC, with trading expected to begin on or about October 29, 2026. Because the listing is not a firm-commitment underwritten IPO, trading may have lower volume and greater price volatility. Nasdaq’s order-based opening process will determine the opening price; the company and selling shareholders will not control it. Performance Trust will serve as designated financial advisor for specified listing-related functions.

Investor considerations

The prospectus warns that investors could lose their entire investment. The shares are not bank deposits, are not FDIC-insured, and are not guaranteed by the government. Georgia Banking Company is an emerging growth company and a smaller reporting company, and qualifies for reduced public-company reporting requirements.

Share capital and potential dilution

As of September 30, 2026, GBC had the following shares outstanding and potentially issuable:

The prospectus covers voting common stock. Non-voting shares sold by registered shareholders automatically convert to common stock upon transfer.

Reduced reporting and accounting requirements

GBC qualifies as an emerging growth company (EGC) because its revenue in the last fiscal year was below $1.235 billion. It irrevocably elected the extended transition period for adopting new or revised accounting standards, meaning its financial statements may not be comparable with those of public companies that adopt standards earlier. EGC relief allows GBC to provide two years of audited financial statements and related MD&A, exempts it from obtaining an auditor opinion on internal-control effectiveness, and permits reduced executive-compensation disclosure. It is also exempt from advisory votes on executive compensation and golden parachutes.

EGC status ends at the earliest of: annual revenue reaching at least $1.235 billion; the fiscal year following the fifth anniversary of the offering; issuance of more than $1.0 billion of non-convertible debt over a three-year period; or qualification as a large accelerated filer.

GBC also qualifies as a smaller reporting company and has elected reduced financial-statement and executive-compensation disclosure. It generally ceases to qualify at fiscal year-end if public float exceeds $250 million, or if annual revenue exceeds $100 million and public float exceeds $700 million. These reduced disclosure provisions may limit comparability with other public companies.

Market and industry information

Market, industry, and demographic information is based on independent third-party sources and company estimates. GBC has not independently verified the data, and statements about market position and estimates rely on assumptions and are subject to risks and uncertainty.

Business and growth profile

Georgia Banking Company, Inc. (GBC) is an Atlanta-focused bank holding company with approximately $3.3 billion of assets, $2.6 billion of loans, and $2.8 billion of deposits at June 30, 2026. It operates 10 full-service branches and three loan production offices in the Atlanta metropolitan area, serving small and middle-market clients through commercial, community, private, commercial real estate, mortgage warehouse, treasury, and retail mortgage services. Its strategy emphasizes relationship banking and local decision-making, alongside lending and treasury capabilities.

Since a 2021 recapitalization—funded by a $125 million private placement and a subsequent $55 million subordinated debt offering, or approximately $180 million combined—GBC reports growth from approximately $650 million to $3.3 billion in assets and from approximately $525 million to $2.8 billion in deposits. It has opened seven branches, invested in technology and operating infrastructure, recruited experienced bankers, and completed two whole-bank acquisitions. Its strategy pairs organic expansion with selective acquisitions of institutions offering attractive market positions, low-cost deposits, or complementary capabilities.

GBC’s market thesis is that consolidation has reduced the supply of locally headquartered mid-sized banks able to combine local service with larger-bank capabilities. In 2025, organizations with more than $10 billion in assets held $187.9 billion, or 78.4%, of Atlanta MSA deposits. GBC says only three institutions in the $2 billion–$10 billion range are headquartered in Atlanta, and only two locally owned institutions are in the $3 billion–$5 billion range, including GBC. It believes consolidation has displaced clients seeking local decisions and continuity, creating opportunities to win relationships and recruit bankers. Competition remains from large regional and national banks, community banks, fintechs, digital-asset providers, and other non-bank firms.

The company also cites Atlanta’s more than 6.4 million residents, approximately $385 billion GDP, and diversified industries. The region added approximately 64,400 residents between 2024 and 2025; population growth was 0.96% in the 12 months ended June 30, 2025, versus 0.52% nationally. Projected 2026–2031 population growth is 4.2%, compared with 2.6% nationally. Projected 2026 median household income is $95,900, versus $83,400 for Georgia and $86,700 for the U.S.

Acquisitions and capital

On June 17, 2026, GBC completed a $77.7 million common-stock private placement at $30 per share led by Fortress Investment Group. Approximately half the total represented primary shares sold by GBC; the company intends its net proceeds for organic growth, stronger capital, and strategic flexibility, and received no proceeds from selling shareholders’ shares. On August 12, it issued 40,683 shares at $30 per share in a $1.22 million private placement to accredited investors for similar purposes. On August 21, GBC issued $55.0 million aggregate principal amount of 6.75% fixed-to-floating subordinated notes due 2036, structured for Tier 2 capital treatment. The rate is fixed for five years and floats for the remaining five; proceeds were used to redeem its 4.125% fixed-to-floating subordinated notes due 2031 on September 15, 2026.

Principal risks and investor considerations

Credit and concentration risks include potential increases in nonperforming loans, errors in credit decisions or an inadequate allowance for credit losses, exposure to large loan relationships, and material commercial real estate concentration that could increase losses, draw regulatory scrutiny, or constrain growth. Geographic and industry concentrations, environmental liabilities, and merchant clients’ inability to fund chargebacks add risk. Interest-rate volatility—including a flat or inverted yield curve—could pressure margins and affect loan and investment portfolios. Liquidity may become impaired or more costly; deposits above FDIC insurance limits are more vulnerable during financial stress.

Merchant acquiring and payment services depend on independent sales organizations, third-party processors, and continuing certification and registration with payment networks. Processing, point-of-sale, chargeback, fraud, cyber, data-breach, or third-party failures could cause losses, interruptions, litigation, or regulatory penalties. Rapid growth, acquisitions, the mortgage warehouse program, new products, and reliance on key personnel also pose execution and control risks. AI and machine-learning use introduces model, bias, and regulatory uncertainty.

GBC is subject to stringent capital, examination, BSA/AML, consumer-protection, and privacy requirements, with possible supervisory actions and higher FDIC assessments. The parent depends on the Bank for cash flow, while Bank distributions are restricted; the Bank is the parent’s principal asset, and all its stock is pledged to secure an unrelated lender’s line of credit to the Company. The Federal Reserve could require the parent to support the Bank’s capital.

The offering is not a firm-commitment IPO, and past private-sale prices may not reflect Nasdaq trading value. A liquid market may not develop; the stock may be volatile, and future issuance or sales could dilute shareholders or pressure the price. Other equity risks include possible preferred stock, common stock’s subordination to debt, discretionary dividends, limited analyst coverage, reduced disclosure as an emerging growth and smaller reporting company, and anti-takeover provisions that may limit acquisitions. Common stock is not an FDIC-insured deposit, and investors could lose some or all of their investment.

GBC — Prospectus Summary

GBC’s profitability improved substantially in H1 2026 and FY2025. In H1 2026, higher net interest income, a lower credit-loss provision, and reduced merger costs contributed to nearly doubling pretax and net income year over year. FY2025 also improved materially over FY2024.

Earnings

Net interest income rose 19.3%, as higher interest income and lower interest expense both contributed. The credit-loss provision declined 30.4%. Noninterest income increased 3.7%, while noninterest expense increased 3.4%. Merger expenses fell to $3.523M pretax ($2.607M after tax), from $6.553M pretax ($4.849M after tax). Pretax pre-provision net revenue (PPNR) was $20.180M versus $12.267M; adjusted PPNR, excluding merger expenses, was $23.703M versus $18.820M.

FY2025 adjusted net income includes $4.982M of after-tax merger costs. Adjusted earnings are non-GAAP measures; management cautions that excluded merger and other noncore items may recur.

Returns

H1 return measures are annualized.

Average assets were $2.685B versus $2.365B in H1 and $2.497B versus $1.887B in FY2025/FY2024. Average common equity was $219.304M versus $176.643M in H1 and $184.590M versus $148.656M for FY2025/FY2024. Average tangible common equity was $207.303M versus $169.347M in H1 and $175.614M versus $148.656M for FY2025/FY2024.

Balance sheet, funding and capital

Deposits grew faster than loans, bringing the loan-to-deposit ratio down to 91.26% from 108.33%; noninterest-bearing deposits were 23.51% of deposits versus 22.89%.

The margin improved despite loan yield declining to 6.96% from 7.23%, as total deposit cost fell to 2.29% from 2.72%. Capital ratios strengthened, while higher nonperforming-loan and nonperforming-asset ratios and a lower allowance-to-loans ratio are credit trends to monitor.

H1 2026 weighted-average diluted shares were 9.155M versus 8.244M; period-end common and non-voting shares were 10.609M versus 8.439M. The footprint expanded to 10 branches from 9, and full-time-equivalent employees increased to 275 from 228. Higher goodwill and merger expenses are consistent with acquisition-related activity. H1 interim results are unaudited; adjusted earnings and tangible-capital measures supplement, rather than replace, GAAP measures.

Risk factors

Concentration, credit and interest-rate risk

GBC’s traditional community banking business is concentrated in the Atlanta metropolitan area and serves many small and medium-sized businesses. A local recession, employer departures, property-value declines, natural disasters or inflation could weaken borrowers, collateral, deposits and loan demand. Commercial real estate (CRE) is a substantial concentration, and larger relationships create potential for outsized losses.

There were no non-performing office or industrial loans at June 30, 2026, but deterioration could emerge quickly. GBC said its CRE concentration remained below cited informal supervisory thresholds—CRE loans above 300% of risk-based capital or construction and land-development loans above 100%. Exceeding them could prompt scrutiny, added capital expectations or limits on growth. The allowance relies on estimates and may prove inadequate; regulators could require additional reserves or charge-offs.

The balance sheet was asset-sensitive at June 30, 2026 and December 31, 2025; management expects falling short-term rates generally to reduce net interest income more than rising rates would increase it. At June 30, 2026, 68.2% of earning assets and 48.9% of interest-bearing liabilities were variable-rate, with liabilities repricing more slowly. Repricing mismatches, flat or inverted curves, and rapid rate movements could compress margins, increase funding costs or reduce investment-security values. The filing cites Federal Reserve rate cuts in September, November and December 2024 and a rate increase in September 2026, while noting continuing uncertainty.

Funding, growth and business execution

GBC expects to rely principally on deposits, loan repayments and investment-security cash flows. Alternative funding—including FHLB advances, brokered deposits, repurchase agreements, correspondent lines, Federal Reserve borrowing and capital markets—may become more costly or unavailable.

Depositors may withdraw funds without long-term notice. Uninsured and concentrated deposits heighten run risk; withdrawals could require costly replacement funding, loss-making asset sales or reduced lending. Brokered or third-party program deposits may worsen liquidity measures, raise FDIC assessments or be restricted if the Bank is no longer well-capitalized. Pass-through insurance for custodial accounts depends on compliant titling and records.

GBC’s nationwide mortgage warehouse program buys loans from nonbank originators for resale, generally within 30 days and with an identified investor takeout. It had 61 approved originators (59 had loans purchased) and 129 investors at June 30, 2026. Fraud, originator or investor failure, loan-value declines, unsalable loans and secondary-market disruption could create losses.

Consolidated assets exceeded $3.0B at June 30, 2026, triggering additional reporting and other requirements; further growth may bring heightened scrutiny, stress-testing expectations and costs. Expansion, including treasury services and CRE and mortgage warehouse lending, could outpace management, technology, controls and compliance capacity. Acquisitions also carry valuation, diligence, integration, retention, approval and goodwill-impairment risks. Competition from banks, fintechs, payments providers, digital-asset platforms and stablecoin issuers may pressure deposits, payment flows and pricing.

Operational, technology and regulatory risks

GBC relies on technology, vendors and third parties for core processing, records, payments and sensitive data. Cyberattacks, outages, data breaches, fraud and vendor failures could disrupt operations, expose information and lead to losses, litigation, sanctions and reputational harm. Deposit and loan fraud—including AI-enabled schemes—is an increasing concern. In merchant acquiring, a dedicated reserve absorbs chargebacks first, the counterparty bears excess losses next, and GBC bears remaining losses if both are exhausted; neither reserve adequacy nor counterparty capacity is assured. Merchant, ISO and third-party-provider conduct can also expose the Bank to network and regulatory consequences.

GBC’s growing use of AI/ML creates risks from inaccurate or biased outputs, poor data, opaque decisions, compliance failures and reliance on vendors with limited transparency. Environmental hazards at owned or foreclosed properties could result in remediation and liability costs. Internal controls provide reasonable, not absolute, assurance; failures could cause fraud, inaccurate reporting, material weaknesses, restatements and loss of investor confidence. Loss of key personnel, including CEO Bartow Morgan, Jr., could affect strategy and customer relationships.

Banking, consumer-protection, privacy, fair-lending, BSA/AML, OFAC and payment-network requirements may raise costs, constrain growth, require capital or prompt penalties and operating restrictions. Minimum capital ratios are CET1 7.0%, Tier 1 risk-based 8.5%, total risk-based 10.5% and leverage 4.0%; “well-capitalized” thresholds are 6.5%, 8.0%, 10.0% and 5.0%, respectively, subject to other conditions. Falling short of the capital-conservation buffer can restrict distributions and discretionary bonuses.

Parent-company and shareholder risks

The holding company depends on Bank dividends to meet obligations and fund common-stock distributions; dividends are subject to earnings, legal and regulatory limits. Its $10.0M revolving line from ServisFirst Bank matures June 10, 2027 and is secured by all Bank common stock. Default could permit foreclosure on the Bank shares. Federal Reserve source-of-strength obligations could also require parent capital support when resources are constrained. GBC had approximately $82.6M of total debt outstanding at June 30, 2026, measured at aggregate principal amount; common shareholders rank behind depositors, creditors and other claims.

GBC expects Nasdaq trading under ticker GBC to begin on or about October 29, 2026 through a direct listing, without an underwritten IPO’s book-building or price-support mechanisms. Trading liquidity and price discovery are uncertain. As of September 30, 2026, 10,340,909 common shares were outstanding, excluding non-voting common stock; directors and certain officers held 26.48% in control securities subject to Rule 144. No contractual lockups apply. On October 27, 2026, an S-8 registered 1,005,992 shares: 476,323 remaining for future 2021 Plan issuance, 411,382 issuable under outstanding awards (including 176,777 under the Deferred Compensation Plan), 59,217 from 2017 Plan options and 59,070 from standalone options. Sales, future issuance or perceived overhang could dilute holders, pressure the price and hinder equity financing. The Board may also issue up to 10 million preferred shares with potentially superior rights. Charter provisions and banking-approval requirements may impede takeovers or other premium transactions. GBC is an emerging growth and smaller reporting company and plans to use available disclosure exemptions; public-company compliance will add costs. Common stock is not FDIC-insured, and investors could lose their investment.

Forward-Looking Statements and Key Risks

GBC’s forward-looking statements reflect management’s current expectations, estimates, projections, and assumptions; they are not guarantees, and actual results may differ materially. Each statement speaks only as of its stated date. Past results are not necessarily indicative of future performance, and GBC generally undertakes no obligation to update these statements except as required by law.

GBC is an Atlanta-area bank focused on small and mid-sized businesses. Its outlook is subject to risks including:

• Economic, market, and banking conditions: Inflation, interest-rate movements, Federal Reserve and other government policies, geopolitical events, trade and tariff policy, and changes in customers’ borrowing, saving, and spending could affect margins, credit performance, and financial-asset values. Other potential disruptions include political instability, civil unrest, war, terrorism, natural disasters, U.S. sovereign-debt deterioration, debt-ceiling actions, and federal budget or economic-policy uncertainty.
• Credit and real-estate concentration: Commercial real estate and other real-estate-related lending exposes GBC to changes in property values, borrower financial health, and project outcomes. Results also depend on loan and investment portfolio quality and composition and on the adequacy and estimation of the allowance for credit losses.
• Growth, customers, and profitability: GBC must manage balance-sheet, loan, and revenue growth while maintaining asset quality, operating efficiency, and profitability; retaining existing customers; attracting new relationships; and delivering expected growth.
• Funding, liquidity, rates, and balance-sheet management: The availability, stability, and cost of deposits, wholesale funding, and borrowings may change. Constraints on the Bank’s ability to pay dividends to the parent could limit parent-company liquidity. Results also depend on asset mix, investments, and the effectiveness of hedging strategies.
• Specialized services and third parties: Payment processing and merchant acquiring involve merchant credit losses and chargebacks, compliance with payment-network rules, and reliance on third-party providers, ISOs, and TPPPs. GBC also identifies risks related to its residential mortgage warehouse program and independent mortgage originators.
• Competition and technology: GBC competes with banks, credit unions, fintechs, and other non-bank providers, including in digital assets and emerging technologies; some competitors may face different regulatory requirements. Cybersecurity incidents, data breaches, fraud, system disruptions, third-party service-provider failures, and the use of AI/ML by GBC or others may create operational, model, regulatory, and other risks.
• People, compliance, and controls: GBC depends on qualified employees and key executives and must comply with extensive banking, capital, consumer-protection, anti-money-laundering, privacy, and payment-network requirements. Regulatory examinations or enforcement, litigation and other contingencies, and the ability to maintain effective internal controls may affect results.
• Transactions, rules, and estimates: Acquisitions and integration of Georgia Primary and Tandem may not deliver expected outcomes. Changes in accounting standards, FDIC insurance costs or coverage, or other regulatory requirements—and inaccurate models or assumptions as economic, market, and credit conditions change—could also affect performance.
• Offering-related matters: GBC’s common stock is initially offered through a direct listing without an underwriter, creating uncertainty around trading-market development and potential price volatility. The prospectus also discusses limits on tracing certain Securities Act claims, emerging-growth-company or smaller-reporting-company status, dividend policy, and dilution to existing shareholders.

The listed risks are not exhaustive. Investors are directed to the prospectus’s Risk Factors and MD&A sections and to GBC’s incorporated SEC filings for further discussion.

Use of Proceeds

This is a resale offering of common stock by existing Registered Shareholders, who may choose whether to sell. GBC will receive no proceeds from shares sold. GBC will pay the offering expenses; selling shareholders will bear broker discounts and commissions, equivalent sale expenses, and their own legal counsel expenses.

No financial results or business developments are reported in this section.

Common stock market

Before the offering, GBC common stock had no established public trading market or reported quotations. As of September 30, 2026, the company had 601 holders of record. Nasdaq approved the stock for listing under ticker GBC, with trading expected to begin on or about October 29, 2026.

GBC cautioned that an active, sustained, or liquid market may not develop, which could make it difficult for shareholders to sell promptly or at the market price. Initial trading and pricing will depend on the direct-listing process and related factors.

Equity compensation

As of December 31, 2025, the equity compensation plans reported:

Weighted-average exercise prices exclude RSUs, which have no exercise price.

In July 2026, shareholders approved an additional 500,000 shares for the 2021 Stock Incentive Plan, bringing its stated reserve to 1,026,304 shares. The board subsequently amended and restated the plan to reserve 1,125,000 shares. The 2017 Long-Term Incentive Plan reserves 139,326 shares.

Separately, approximately 28,009 options remained outstanding under individual agreements as of December 31, 2025, at an approximately $6.07 weighted-average exercise price. No shares were available for future issuance under those arrangements; these options are additional to those included in the table.

Dividend Policy

GBC has paid no cash dividends since the 2021 Recapitalization and does not expect to pay cash dividends for the foreseeable future. Any future dividend would be at the Board’s discretion and subject to the company’s financial condition, liquidity, results, capital requirements, legal and regulatory restrictions, debt-agreement limits, strategy, and other relevant factors.

As a bank holding company, GBC relies principally on dividends from the Bank to fund shareholder dividends and other payments. The Bank’s ability to distribute funds is limited by Georgia law, debt terms, and banking regulations. The Federal Reserve generally expects holding-company dividends to be supported by sufficient net income over the preceding two years and to be consistent with capital needs, asset quality, and the company’s overall condition; regulators may prohibit dividends they consider unsafe or unsound.

The Bank generally may pay dividends from retained earnings without prior approval from the Georgia Department of Banking and Finance, although approval is required in certain circumstances. Under FDIC rules, dividends are generally limited to year-to-date net income plus retained net income from the prior two years. Dividends may also be restricted if the Bank has failed to pay an FDIC assessment, if a dividend is deemed unsafe or unsound, or if the Bank does not maintain an adequate capital conservation buffer.

GBC — MD&A summary

H1 2026 results

GBC’s first-half results benefited from loan growth and lower funding costs, with acquisition-related costs partly offsetting earnings gains. Net income nearly doubled, to $13.3 million from $6.7 million.

Net interest income increased 19.3%; net interest margin rose to 4.36% from 4.17%. Average earning assets grew $319.9 million to $2.586 billion, including a $314.1 million increase in average loans. Favorable volume effects added $9.177 million to NII, partly offset by $0.113 million of unfavorable rate effects. Loan yield declined to 6.96% from 7.23%, but lower funding costs supported the margin: average interest-bearing deposit cost fell to 3.08% from 3.52%, while total interest expense decreased.

Noninterest income rose 3.7%. Deposit service charges increased to $1.419 million from $1.005 million, reflecting treasury-services activity, and mortgage banking income rose to $2.360 million from $1.025 million as the retail mortgage operation contributed a full six months. Lower loan-sale volume reduced gains to $0.908 million from $1.388 million; other income fell to $1.288 million from $2.357 million, largely because BOLI death benefits were lower.

Noninterest expense increased 3.4%. Salaries and benefits rose 12.9% to $24.901 million, reflecting Tandem staffing and the mortgage business; FTEs increased to 275 from 228. Merger and conversion expense declined to $3.523 million from $6.553 million, but Tandem integration costs are expected to continue in H2. Other expense increased to $3.764 million from $2.409 million, including higher loan-related and merger costs.

Acquisitions, balance sheet and funding

Tandem closed on June 1, 2026, adding approximately $321.3 million of assets, including $240.1 million of loans held for investment and $254.0 million of deposits. GBC incurred approximately $3.5 million of related merger and conversion expense through June 30 and expects further integration costs. Georgia Primary, acquired March 1, 2025, brought approximately $341.1 million of assets; its merger and conversion costs were $6.7 million, substantially recognized in H1 2025. These transactions affect period comparisons.

Assets increased 20.7% in H1, primarily from Tandem and organic loan growth. Gross loans held for investment grew $364.9 million, including $240.1 million acquired and $124.8 million organic growth; gross loans including held-for-sale increased $360.1 million. Deposits grew $478.9 million, including $225.0 million of organic growth excluding Tandem. Noninterest-bearing deposits were 23.5% of deposits, down from 26.2% at year-end. Brokered deposits declined to $131.3 million (4.6% of deposits) from $202.7 million (8.6%); uninsured deposits were $1.3 billion, or 44.1%.

Liquidity assets were 16.5% of total assets, up from 12.7% at year-end. GBC had no FHLB advances outstanding; $23.0 million was repaid during H1. Subordinated notes, net of debt costs, were $75.4 million. Subsequent to quarter-end, the company issued $55.0 million of 6.75% fixed-to-floating subordinated notes due 2036 and used proceeds to redeem its 4.125% notes due 2031. A June private placement generated $36.6 million in net proceeds.

Credit, capital and rate exposure

Nonperforming loans increased to $17.307 million from $14.674 million at year-end, mainly after two commercial relationships totaling $5.7 million moved to nonaccrual, partly offset by repayments and other resolutions. H1 net charge-offs were $977,000, or 0.10% of average loans. The $2.2 million provision was below the prior-year $3.2 million, which included $3.1 million associated with Georgia Primary. The reserve for unfunded commitments rose to $2.1 million from $986,000. Management’s allowance methodology incorporates loan-level cash-flow estimates, historical and peer losses, economic forecasts and qualitative adjustments; adverse credit or collateral developments could require further provisions.

At June 30, both the holding company and Bank exceeded applicable well-capitalized requirements.

Interest-rate risk is a key exposure. At June 30, 2026, modeled 12-month NII sensitivity was +4.68% under a +100 bp shock and −5.65% under −100 bp, compared with +6.66% and −7.35% at year-end 2025. Modeled EVE sensitivity was −3.45% under −100 bp and +0.81% under +100 bp. These simulations depend on assumptions about repricing, deposit betas and prepayments; actual outcomes may differ. The company increased cash-flow hedge notionals to $250.0 million from $150.0 million at year-end.

FY 2025 context

FY 2025 assets increased 19.4%; deposits grew 29.0%, with noninterest-bearing demand deposits up 56.8% to $617.4 million. NIM improved to 4.26% from 3.97%. Higher expenses reflected acquisition costs and investments in personnel, technology and growth; FY 2025 FTEs rose to 229 from 189. Management expects prior infrastructure investment to support improved efficiency as revenue grows, but faces competition for loans and deposits and economic and credit risks, particularly in the Southeast. The company reports one banking segment and adopted ASU 2025-08 prospectively on January 1, 2026, applying its purchased-loan allowance approach to Tandem loans.

Business, Strategy and Market Position

Georgia Banking Company (GBC) is an Atlanta-focused bank holding company serving small and middle-market businesses, consumers, professionals and high-net-worth customers. Its relationship-banking model emphasizes local decision-making and experienced bankers, aiming to provide businesses with more capacity and services than many smaller community banks can offer.

Scale and Atlanta market opportunity

GBC operated 10 full-service branches and three loan production offices, all in the Atlanta MSA. Following the Tandem acquisition, it said it had the third-largest deposit market share among banks headquartered in Atlanta.

GBC views Atlanta’s growth and bank consolidation as an opportunity to serve businesses displaced by larger institutions. The MSA had more than 6.4 million residents and approximately $385.0 billion in GDP. Population grew approximately 0.96% in the year ended June 30, 2025, versus approximately 0.52% nationally; projected 2026–2031 growth is approximately 4.2%, compared with 2.6% nationally. Atlanta MSA deposits were approximately $239.8 billion at June 30, 2025.

Strategy and business model

GBC describes a three-phase plan. Its foundation phase established management, governance, credit, compliance and risk-management infrastructure; deployed capital into commercial and financial (C&F) and commercial real estate (CRE) lending; and sought to reduce reliance on wholesale funding. A market-expansion phase added branches in selected Atlanta submarkets and capabilities including treasury services, payments, retail mortgage origination, private banking and mortgage warehouse lending. Current priorities are to grow organically, increase scale and operating leverage, and pursue selective acquisitions or team lift-outs.

Organic growth plans include deepening existing relationships, expanding commercial teams, growing focused business lines and penetrating Atlanta submarkets. GBC has invested in personnel, technology, digital banking, treasury services and operational support. Acquisitions are intended to add attractive market share, low-cost deposits and complementary capabilities.

Business lines

• Commercial banking targets small and middle-market businesses with lending, deposits and treasury services; GBC positions it as a loan-growth and core operating-deposit engine, with cross-selling potential.
• Community banking serves consumers, professionals and small businesses through branches, supporting core deposits and household and small-business relationships.
• Private banking serves business owners, executives, professionals and high-net-worth customers, with opportunities to deepen commercial relationships and gather core deposits.
• CRE lending finances income-producing properties and development across Atlanta-area asset classes. Management cites its contribution to growth and loan yields while emphasizing disciplined underwriting.
• Mortgage warehouse lending provides short-term facilities nationwide to independent mortgage originators through loan repurchase arrangements. Loans generally remain on the balance sheet for less than 30 days and typically have approved takeout-investor commitments. GBC emphasizes collateral control, originator monitoring and the originator’s obligation to sell or repurchase loans. After more than 28 years in the business, it had funded over $95 billion of residential mortgage loans across multiple rate and housing cycles without material credit losses. The business generates interest and fee income and diversifies beyond Atlanta, but depends on originator performance, takeout execution and effective collateral and operational controls.
• Treasury services offers cash management, payments, merchant acquiring, payroll, fraud prevention and digital banking. It is important for transaction-based fees, low-cost operating deposits and customer retention; fee results may vary with transaction volumes. The business also relies on payment networks, processors and independent sales organizations and must comply with network rules.
• Retail mortgage and HELOCs diversify earnings and can introduce household customers to broader banking services.

Acquisitions and financing

Georgia Primary added two branches in Fulton and Forsyth Counties. Tandem’s preliminary fair value adjustments reflected its contribution of assets, loans and deposits; the acquisition also added a DeKalb County branch and three loan production offices. Together, the acquisitions expanded GBC’s presence in complementary Atlanta submarkets.

On June 17, 2026, GBC completed a $77.7 million common-stock private placement at $30.00 per share, led by Fortress Investment Group. It expected net proceeds from primary shares equal to one half of total proceeds for organic growth, capital strength and strategic flexibility; it received no proceeds from selling-shareholder shares. On August 12, 2026, it issued 40,683 shares at $30.00 per share for approximately $1.22 million, also for those purposes.

On August 21, 2026, GBC issued $55.0 million aggregate principal amount of 6.75% fixed-to-floating subordinated notes due 2036, structured to qualify as Tier 2 capital. The notes carry a fixed rate for five years and a floating rate for the remaining five years. Proceeds funded redemption of its 4.125% fixed-to-floating subordinated notes due 2031, completed September 15, 2026. The refinancing extends maturity but increases the stated coupon.

Competition and operating considerations

GBC competes for loans, deposits and services against large national and regional banks, community banks, credit unions, mortgage companies, fintechs and other nonbanks. Larger competitors may have greater brand recognition, resources, branch reach and ability to compete on price, advertising and technology; fintechs and other nonbanks may have lower costs and fewer regulatory constraints. GBC differentiates itself through local relationships, personal service, flexibility and responsive credit decisions.

Growth, acquisitions and operating-leverage improvements create execution and integration demands. CRE and mortgage warehouse activities require disciplined underwriting and risk controls, and the company’s concentration in Atlanta exposes it to local-market conditions. GBC cites its relationship model, experienced talent, diversified businesses and risk-management culture as mitigants.

Workforce and facilities

At June 30, 2026, GBC had 275 full-time employees, no part-time employees and no employees covered by a collective bargaining agreement. At December 31, 2025, premises and equipment, net, were $18.6 million and operating lease right-of-use assets were $36.6 million; the weighted-average remaining lease term was approximately 12.8 years. Headquarters and substantially all branches are leased. Management reported no litigation believed material to financial condition or results and no material labor-related operating interruptions.

Supervision, capital and growth

GBC is a Georgia state-chartered bank holding company. The Federal Reserve supervises the holding company; the FDIC is the Bank’s primary federal regulator and deposit insurer, and the Georgia Department of Banking and Finance (GDBF) is its state regulator. Because the Bank has less than $10 billion in assets, the FDIC—not the CFPB—supervises and enforces its compliance with CFPB consumer-protection rules, though the CFPB and state authorities may participate or refer matters. Regulatory changes, interpretations, or enforcement actions could materially affect operations and earnings.

After the June 1, 2026 Tandem acquisition, consolidated assets exceeded $3.0 billion at June 30, 2026. GBC consequently became subject to consolidated holding-company risk-based capital requirements after losing its exemption under the Federal Reserve’s Small Bank Holding Company Policy Statement. The Bank was classified as well capitalized at June 30, 2026; both the Company and Bank reported capital above applicable well-capitalized standards and the capital conservation buffer at June 30, 2026, December 31, 2025, and December 31, 2024. No actual capital ratios were provided. The Company also said its ratios at June 30, 2026 and December 31, 2025 would exceed a hypothetical revised holding-company well-capitalized standard similar to the Bank’s.

The Bank has not elected the Community Bank Leverage Ratio framework, available to qualifying institutions under $10 billion with leverage above 9%, and remains subject to generally applicable prompt-corrective-action standards. Falling below required capital or well-capitalized levels can constrain growth, dividends, share repurchases, discretionary executive bonuses, and brokered-deposit access; it can also prompt capital-restoration requirements and escalating supervisory action. Federal Reserve guidance supports reducing, deferring, or eliminating holding-company dividends when earnings, prospective capital retention, or minimum ratios are inadequate.

The Bank’s commercial real estate concentration is a supervisory concern. At June 30, 2026, total CRE loans were approximately 289.7% of Bank total risk-based capital, and construction, land, and land-development loans were approximately 81.2%. Supervisory guidance identifies concentrations warranting heightened attention at 300% of risk-based capital for specified CRE loans together with construction and land-development loans, or 100% for construction, land-development, and other land loans; rapid growth or property-type concentrations can also draw scrutiny. GBC reports using Board-approved asset-class limits, monthly monitoring, semiannual stress testing, annual reviews, and underwriting focused on stressed cash flow, valuation, borrower equity, and sponsor strength. Supervisors may require additional credit-loss allowances or capital.

Funding, dividends and other prudential rules

The Bank is the Company’s principal source of cash, primarily through dividends. Bank and holding-company distributions are subject to capital, earnings, safety-and-soundness, and state-law restrictions; GDBF approval may be required in specified circumstances, and federal regulators may restrict distributions they consider unsafe or unsound. The Company must serve as a source of financial and managerial strength to the Bank, potentially requiring support during distress. Its activities are generally limited to banking and closely related activities, and specified acquisitions and changes in control require regulatory approval. Review considers competition, resources, systemic risk, community needs and CRA performance, and anti-money-laundering controls. GBC’s acquisition-led growth includes the March 1, 2025 Georgia Primary merger and June 1, 2026 Tandem merger.

Assessments depend on the Bank’s assessment base and risk-based rate, including its CAMELS rating. Deposits are insured up to $250,000 per depositor, per insured bank, per account ownership category. In a resolution, insured-depositor and certain FDIC administrative claims rank ahead of other general unsecured claims, including parent-company claims.

Affiliate transactions are generally limited to 10% of Bank capital stock and surplus for any one affiliate and 20% in aggregate, with collateral and arm’s-length requirements. Insider lending is subject to individual and aggregate limits, specified advance approvals, and comparable underwriting and pricing standards. Transaction-account reserve ratios are currently zero but remain subject to Federal Reserve adjustment.

Lending, compliance and community obligations

The Bank’s CRE lending is subject to concentration oversight, while consumer lending is not currently a significant business focus. The Bank originates mortgages and conducts warehouse-finance activities directly and is subject to fair-lending, consumer-protection, disclosure, servicing, ability-to-repay, and qualified-mortgage requirements. Mortgage exposures include potential HOA or condominium super-priority liens that may extinguish senior mortgages in some jurisdictions; predatory-lending and ability-to-repay claims that can lead to penalties, rescission, or assignee liability; and TRID/TILA disclosure liability. Certain statutory damages are capped at $4,000 per loan, but attorney fees, court costs, extended rescission rights, and defenses may also apply. DOJ fair-lending enforcement under ECOA and the Fair Housing Act has increased.

AML and sanctions requirements include risk-based programs, identity verification, beneficial-ownership collection, and controls for foreign correspondent banking and OFAC-listed parties. Violations can bring significant penalties, including up to twice the transaction amount (subject to a stated $1.0 million cap). The Bank says it continues to update its systems, policies, procedures, and controls. Proposed 2024 AML/CFT program amendments would require risk identification, evaluation, and documentation tied to business activities and national priorities.

The Bank received a “Satisfactory” CRA rating in its October 30, 2023 evaluation. Its FDIC-approved Strategic Plan, approved February 18, 2026, runs from January 1, 2026 through December 31, 2028 and sets measurable lending, qualified-investment, and community-development goals, including for low- and moderate-income neighborhoods. An unsatisfactory rating could delay or prevent expansion.

Privacy, cybersecurity and reporting status

Privacy rules require customer-information safeguards and breach notifications; the Bank qualifies for the GLB exception from annual privacy notices because its information-sharing practices have not changed and rely only on exceptions not requiring opt-out. Cyber threats are expected to remain elevated as digital banking expands. Regulators require notice within 36 hours after determining that a qualifying incident materially disrupts, or is likely to disrupt, banking operations or services. After the offering, SEC rules generally require disclosure of a material cybersecurity incident within four business days after determining materiality, with updates as necessary.

Following the offering, GBC expects emerging-growth-company (EGC) and smaller-reporting-company (SRC) accommodations, including reduced compensation disclosure and exemption from auditor attestation under Sarbanes-Oxley Section 404(b); it elected the extended transition period for new accounting standards. EGC status ends after the fifth year following the offering unless an earlier threshold applies: annual gross revenue of at least $1.235 billion (inflation-adjusted), issuance of more than $1.0 billion in nonconvertible debt over three years, or nonaffiliate market value above $700 million at the end of a second quarter. Management’s Section 404(a) internal-control assessment begins with the second annual SEC report after the offering. The Company also adopted a clawback policy for erroneously awarded incentive compensation and intends, while eligible, to use exemptions from advisory say-on-pay, vote-frequency, and golden-parachute votes.

Management and strategy

CEO Bartow Morgan, Jr. has led Georgia Banking Company since February 2021. Previously, he led BrandBank through growth to more than $2 billion in assets and later led Georgia Banking Company’s recapitalization and acquisition, raising approximately $180 million of investor capital. Under his leadership, the company’s strategy combines organic growth, strategic acquisitions, and prudent capital management to build a scalable, Atlanta-focused commercial and private banking platform.

President and COO Richard Fairey, in the role since 2021, oversees operating-strategy execution and infrastructure, including technology, loan and deposit operations, and treasury services. At BrandBank, he helped support growth from approximately $1 billion to $2.5 billion in assets. His priorities at Georgia Banking Company include operational integration, scalability, process improvement, and building capabilities to support organic growth and acquisitions.

Senior leadership and responsibilities

Charles M. DeWitt, III became CFO in July 2026. He previously served as chairman, president, and CEO of Tandem Bank and held leadership roles at other community banks. Ryan D. Nemec joined as senior vice president and chief accounting officer in September 2026; he has bank CFO, accounting, and SEC-reporting experience and is a CPA. These appointments represent recent transitions in finance, accounting, and reporting leadership.

David F. Black became chief commercial officer in February 2024, after serving as chief risk and chief credit officer from February 2021. He oversees production across commercial real estate, home-builder finance, mortgage warehouse, commercial and financial banking, private banking, and community banking. Wesley Reagan has served as chief risk officer and chief credit officer since February 2024. He previously established credit-risk processes as the bank developed its business lines and brings commercial banking, underwriting, and investment-management experience. The role changes separate commercial production leadership from credit and risk oversight.

Chief Experience Officer Margaret H. Whieldon has held the role since May 2025, overseeing customer and employee experience, marketing, brand management, learning and development, service, and culture. Her prior work included supporting market expansion, acquisition integration, brand development, investor communications, and other growth initiatives. Chief Human Resources Officer J. Craig Addison, in the role since July 2021, brings financial-services experience in talent, organizational design, and strategic planning.

Overall, management’s experience and responsibilities align with the company’s stated emphasis on community-bank growth, commercial lending, credit-risk oversight, acquisition integration, operating scalability, capital formation, and customer experience.

Board composition and investor designation rights

The Board has nine members. CEO Bartow Morgan, Jr. is its sole non-independent director; the other eight directors are independent under SEC and Nasdaq standards. Sarah R. Borders, a director since 2021, became Board chair in July 2026. Henchy R. Enden and Craig Heiser joined in June 2026: Enden following Fortress’s private placement and investor-rights agreement, and Heiser after serving on Tandem Bank’s board before its acquisition by the Bank. Mark Scheinfeld joined in 2025 after serving on Georgia Primary Bank’s board before its merger with the Bank.

Patriot and Morgan each have the right to designate a Board representative and observer while they meet specified ownership thresholds. James F. Deutsch is Patriot’s designee; Morgan serves as CEO and director. Fortress also has a Board-designation right subject to an ownership threshold, with Enden as its designee. The Company has agreed to recommend these designees for shareholder election.

Directors bring experience in banking and lending, financial-services investing, bank governance, accounting, restructuring, commercial real estate, law, entrepreneurship, and mobile banking. The Nominating and Corporate Governance Committee periodically evaluates Board composition and seeks relevant skills, independence, diverse experience, and capacity to oversee the Company’s operations and strategy.

Board committees and oversight

Standing committees are ALCO, Audit, Compensation, Nominating and Corporate Governance (NCGC), and Risk. The NCGC recommends director candidates and Board size and composition; reviews director and committee independence and qualifications; oversees governance policies and organizational documents; and develops and periodically reviews executive succession plans. The NCGC and Risk Committee are composed solely of members meeting applicable SEC and Nasdaq independence requirements.

ALCO oversees interest-rate risk, asset/liability balance, and pricing, using modeling subject to validation. The Audit Committee oversees financial reporting, accounting, internal and external audits, and disclosure and internal controls; it reviews control effectiveness at least quarterly. Arthur F. Anton is its designated audit committee financial expert. The Compensation Committee oversees executive and director compensation and incentive plans.

The Risk Committee oversees the enterprise risk framework and the Bank’s credit governance, including loan policies, approval authority, concentration limits, lending strategy, and portfolio quality and performance. Its remit also covers operational risks—including IT, data management, information security, and third-party vendors—along with regulatory compliance, legal matters, and management action plans responding to examinations or other significant regulatory correspondence.

Risk responsibilities are allocated across committees: Risk oversees enterprise risk management; Audit covers financial-reporting, accounting, disclosure-control, internal-control, and internal-audit risks; Compensation oversees human-resources and incentive-compensation risks, including safety-and-soundness compliance and avoidance of imprudent risk-taking; and NCGC oversees Board independence and conflicts of interest. Senior management manages strategic, operational, regulatory, investment, and execution risks day to day and recommends risk-appetite metrics for Board approval.

Other governance provisions

No Compensation Committee member is or has been a Company officer or employee. No executive officer currently serves, or served during the past year, on another entity’s compensation committee where an executive of that entity serves on the Company’s Board or Compensation Committee. The Company maintains directors’ and officers’ liability insurance and provides for liability limitations and indemnification under its Articles of Incorporation and Bylaws. Its written code of conduct applies to directors, officers, and employees, including principal financial and accounting officers; the Company intends to post legally required disclosures of code amendments or waivers online.

Executive compensation

FY2025 compensation for the three named executive officers (NEOs) is shown below. Stock-award amounts are ASC 718 grant-date fair values, not amounts realized by executives.

Fairey’s bonus included a $500,000 non-equity incentive-plan award and a one-time $800,000 bonus. The 2025 annual incentive program weighted 65% to financial-performance and credit-quality measures and 35% to business-specific strategic objectives, with goals intended to support sustainable growth, profitability, prudent risk management and shareholder value. Other compensation was primarily 401(k) matching and reimbursements. The Bank’s match was 100% of employee deferrals up to 3% of eligible compensation plus 50% on the next 2%; matching and profit-sharing contributions vest over four years. NEOs cannot receive a company match on deferred-compensation-plan deferrals.

Under the 2021 Stock Incentive Plan, 2025 RSU grants vest equally over four years subject to continued service: Morgan received 21,730 shares, Fairey 6,519 and Black 9,778. January 2026 grants were 21,739, 6,087 and 9,783 shares, respectively.

Equity holdings and compensation plans

At December 31, 2025, unvested restricted shares were valued at $30 per share, based on the most recent comprehensive company valuation in 2026. Morgan held 43,816 shares valued at $1.31448 million; Fairey held 6,519 valued at $195,570; and Black held 26,196 valued at $785,880. Black also held 7,528 exercisable options with a $21.62 exercise price and a March 31, 2032 expiration; the options vest fully on the third grant-date anniversary.

On July 28, 2026, the Board approved an amended and restated 2021 Stock Incentive Plan, reserving 1,125,000 common shares for a range of equity and cash awards. It expires April 27, 2031. Non-employee directors’ compensation under the plan is capped at $500,000 per calendar year, including cash and awards valued at grant-date fair value. The plan restricts repricing or exchanging underwater options/SARs without shareholder approval and generally prohibits adverse changes to outstanding awards without participant consent. Death or disability generally accelerates time-based awards; performance-award treatment depends on timing. The Compensation Committee may also accelerate awards and adjust them for certain corporate transactions.

In connection with the March 1, 2025 Georgia Primary merger, the company adopted a non-shareholder-approved 2017 Long-Term Incentive Plan with 139,326 shares reserved. Georgia Primary options converted at a 0.5870 exchange ratio and became fully vested and exercisable at the merger’s effective time; no incentive stock options may be granted under that plan until shareholder approval.

Deferred compensation and director pay

At December 31, 2025, Deferred Compensation Plan-related assets were $4.4 million, versus $3.2 million a year earlier; related liabilities were $11.4 million, versus $8.2 million. The company recognized $1.2 million of related revenue in other noninterest income in FY2025 ($1.1 million in FY2024) and $3.3 million of expense in salaries and employee benefits ($2.8 million in FY2024). Eligible participants may defer salary, bonuses, commissions and director fees. Other participants may receive a discretionary match on deferred bonuses allocated to a fund tracking common stock; deferred bonuses vest ratably over five years and matches cliff-vest after five years. The plan was amended and restated September 30, 2026.

The standard non-employee director annual cash retainer is $45,000; the Board chair receives $75,000 total. Listed FY2025 director cash compensation totaled $599,700, including prorated $37,350 fees for two directors who joined with the Georgia Primary merger. Patriot received the FY2025 retainer for its board representative; two directors who joined in 2026 received no FY2025 compensation.

Employment, change-in-control and governance provisions

Morgan’s employment agreement sets a $500,000 base salary that may increase but not decrease, and an annual cash-incentive target of at least 50% of base salary. Its initial three-year term automatically renews for successive one-year terms unless either party gives at least 90 days’ notice of non-renewal. For termination without cause or resignation for good reason, benefits include the greater of salary for the remaining term or one year of salary, the prior three-year average annual bonus, a prorated performance-based bonus for the termination year and partial accelerated equity vesting.

A qualifying termination around a change in control adds a lump sum equal to three times base salary and three times average annual bonus, less amounts otherwise payable, plus full accelerated equity vesting. Separately, Morgan is entitled to additional benefits, equity compensation and/or accelerated vesting valued at $2.6 million upon a change in control, payable within 60 days even without termination. Amended change-in-control agreements cover qualifying terminations within six months before or 12 months after a change: Morgan receives three times salary and average bonus, and Fairey and Black each receive two times salary and average bonus, plus full accelerated vesting. Payments require a release and compliance with restrictive covenants, and may be reduced where that yields a better after-tax result under Sections 280G/4999.

The company maintains a Dodd-Frank/Nasdaq-compliant clawback policy and anticipates future restricted-stock and other equity grants, with a policy to be established for grant timing and consideration of material nonpublic information.

Related-party transactions and governance

Private placements

Related parties purchased common stock at $23 per share in the April 28, 2023 private placement. Disclosed purchases totaled $19.002 million:

In the June 2026 private placement, 5%-plus shareholder AllianceBernstein purchased $18.0 million of shares. In the August 2026 placement, director Ryan Glover purchased $400,020; former director Sunny Park, $250,020; H. Ross Arnold III, $200,010; and former board chair James Lientz, $100,020—$950,070 combined. Disclosed related-party purchases across the three placements totaled approximately $37.952 million.

Related-party leases

The Bank’s two Garden Hills Property leases in Atlanta are associated with CEO and director Bartow Morgan and then-director J. Littleton Glover. They cover approximately 27,850 rentable square feet of office space and 4,500 square feet for a branch. Both began around August 4, 2023, have 20-year terms, and provide the Bank no renewal options or early-termination provisions.

Aggregate base rent is approximately $25.7 million for the office lease and $7.5 million for the branch lease, or $34.2 million combined. Approximately $31.1 million of periodic payments remained at December 31, 2025. Estimated pro rata rental interests were approximately $2.9 million for Morgan and $4.4 million for Glover. Morgan and family hold a 9.3% property interest through Brand Properties, LLC; Glover holds a 13.96% interest through his role at Batson-Cook Development Company. The board approved the leases following market comparisons by two independent consultants, with interested directors recused.

Legal services involving director R. Lee Tucker

Tucker owns 19.1% of Mahaffey Pickens Tucker, LLP (MPT), which provides legal services for loan closings. Borrowers paid MPT approximately $194,000 in FY2025, compared with $244,000 in FY2024 and $160,000 in FY2023. The Company itself paid MPT approximately $2,300, $0, and $15,800, respectively. In H1 2026, borrowers paid approximately $91,200, of which the Company paid approximately $1,800. The board approved the arrangement with Tucker recused.

Insider credit exposure

At September 30, 2026, credit extended to directors, executive officers, principal shareholders, and their associates totaled $2.5 million, approximately 0.91% of total equity. Related-party unfunded commitments were $451,000. The loans were made in the ordinary course on substantially comparable terms to those offered to unrelated borrowers, were performing to their original terms, and complied with Regulation O and applicable lending rules.

Investor rights and oversight

The Company provides registration, investor, board, or information rights to certain significant investors, including Bartow Morgan, Patriot, Fortress, and Commerce Street; Commerce Street also has a board observer right. Related-party transactions exceeding $120,000 are subject to written approval procedures compliant with SEC and Nasdaq requirements. Applicable restrictions include Federal Reserve Act Sections 23A and 23B, Regulation W, and Regulation O. Director and officer indemnification is limited by federal banking law.

Principal and registered shareholders

As of September 30, 2026, GBC had 10,340,909 common shares outstanding. The registration statement covers shareholder resales; it is not a sale by GBC. Holders may sell all, some, or none of their registered shares, and GBC cannot control the timing or prices. Accordingly, the number of shares ultimately sold and ownership remaining after sales are uncertain; resale activity could increase the public-market supply of GBC shares.

Patriot’s reported holdings include warrants for 150,478 non-voting shares, which are excluded from its reported voting-ownership percentage. Fortress’s registered shares comprise 501,993 voting and 331,341 non-voting shares; its voting percentage excludes the non-voting shares. Non-voting shares automatically convert to voting common shares upon transfer. Morgan has pledged 543,314 shares as security for a personal line of credit.

The resale registration fulfills registration-rights obligations for certain holders arising from GBC’s recapitalization and June 2026 private placement, ahead of the February 17, 2027 filing deadline. Those registration rights will end when the registration statement becomes effective. Shareholder information may change, and holders may also sell or transfer shares in transactions exempt from registration.

Beneficial-ownership disclosures reflect direct, indirect, or shared voting and investment authority, rather than necessarily sole ownership. The 461,294 shares attributed to Maltese Capital Management are held across five Malta entities: Malta Hedge Fund, L.P. (18,348), Malta Hedge Fund II, L.P. (111,695), Malta Opportunity Fund LP (108,903), Malta Offshore, Ltd. (20,348), and MCM SPV VIII, LLC (202,000). Voting and dispositive power is exercised through the manager and its managing member; the individuals disclaim beneficial ownership beyond their pecuniary interests.

Other footnotes identify holdings through investment managers, general partners, trusts, and joint tenancies. For example, EJF Financial Services Fund LP holds 120,000 shares and Ledyard Future of Financials Fund LP holds 10,000; the related managers or principals exercise voting or dispositive power, with individuals disclaiming ownership except to the extent of their pecuniary interests. TPA Wingshooter Investors, LLC holds 223,174 shares and warrants for an additional 150,478 shares. Jointly held shares may be reported as beneficially owned by each joint tenant, so the same shares can appear under multiple individuals.

Capital stock and potential dilution

As of September 30, 2026, GBC was authorized to issue 40.0 million voting common shares, 10.0 million non-voting common shares, and 10.0 million preferred shares, each with $0.01 par value. It had 10,340,909 voting common shares and 331,341 non-voting common shares outstanding; no preferred shares were designated or outstanding.

| Potential shares | |---|---:| | Exercisable stock options (weighted-average exercise price: $18.55) | 146,463 | | Warrants (aggregate weighted-average exercise price: $21.50) | 529,722 | | Outstanding RSUs | 124,232 | | Deferred Compensation Plan shares issuable | 176,777 |

The warrants comprise 300,956 Recapitalization Warrants for common shares and 150,478 Patriot Warrants for non-voting shares, each exercisable at $21.62 per share through February 23, 2031, plus 78,288 Tandem-related Rollover Warrants for common shares at $20.83 per share. The Rollover Warrants were issued June 1, 2026 and are exercisable through the tenth anniversary of the original November 1, 2019 issue date. Warrants generally provide for cashless exercise and customary adjustments. Regulators may require exercise or forfeiture before expiration if the Company’s capital falls below minimum regulatory requirements. Patriot’s warrant is limited to non-voting shares while held by Patriot or affiliates, subject to specified transfer conditions.

Shareholder rights and governance

Voting common shares have one vote each and no cumulative voting. Non-voting shares generally have no voting rights, but rank pari passu with common shares for dividends and liquidation distributions and receive the same per-share dividends. They may convert one-for-one into voting shares in specified circumstances, including certain dilutive issuances and qualifying transfers. Conversion is subject to ownership limits, including a 9.9% aggregate limit for a holder and affiliates in specified circumstances. Transfers to non-affiliates, and transfers of shares offered by registered selling shareholders, automatically convert the shares.

The Board may issue authorized but unissued common, non-voting common, or preferred shares without further shareholder approval, subject to applicable exchange rules. It may establish preferred-stock series and set their voting, dividend, liquidation, and other rights. These powers may dilute common shareholders, restrict distributions, or make a change of control more difficult. Common shareholders generally have no preemptive or subscription rights, redemption or sinking-fund rights, or conversion privileges.

The Board may consist of 5–25 directors unless changed by Board resolution, may increase its size and fill resulting vacancies, and may amend most Bylaws. Special meetings may be called by the Board, the CEO, or holders of at least 15% of votes eligible to elect directors. Advance-notice requirements apply to director nominations and shareholder proposals. Mergers and specified business combinations generally require approval by holders of at least a majority of outstanding shares and any affected class; the Bylaws do not impose a higher-than-statutory threshold. The Articles and Bylaws also provide director liability protections and, subject to limitations, indemnification and advancement of defense expenses for directors, officers, employees, and agents.

Patriot and Bartow Morgan have board-designation rights under 2021 agreements, and Fortress under a 2026 agreement, while specified ownership thresholds are met: at least 50% of the shares acquired in the relevant transaction or at least 4.9% of outstanding common stock. The 2021 investors also have board-observer rights, and certain investors have information and inspection rights.

Change-of-control restrictions and registration rights

The Articles and Bylaws, Georgia law, and banking regulations may delay or prevent a change of control and limit the price investors may be willing to pay. Federal Reserve approval may be required for a bank holding company to acquire more than 5% of voting securities; ownership of 25% or more, or other evidence of control, may cause a company to become a bank holding company. Other persons may need prior Federal Reserve approval to acquire 10% or more, and control may be presumed below 10% depending on influence. FDIC rules generally require 60 days’ prior notice to acquire control of the insured state-chartered nonmember bank or its holding company; control is generally tied to 25% voting power or management influence, but may be presumed at 10% in specified circumstances. Regulators may disapprove acquisitions.

Qualified holders under the Recapitalization and June 2026 Private Placement may request resale registration after February 17, 2027; this prospectus’s registration statement satisfies those rights for the shares registered here. Holders also have piggyback rights and, when an effective Form S-3 is available, may request an underwritten shelf offering if expected gross proceeds exceed $2 million, subject to conditions and underwriter cutbacks. The Company bears specified registration expenses, including selling-holder counsel fees up to $50,000.

The common stock has been approved for Nasdaq listing under “GBC,” with trading expected to begin on or about October 29, 2026.

Shares Eligible for Future Sale

GBC had no established public trading market before the offering. Nasdaq approved the listing of its common stock under the symbol “GBC,” with trading expected to begin on or about October 29, 2026. As of September 30, 2026, GBC had 601 holders of record. The company cautions that an active, liquid market may not develop or continue, which could make shares difficult to sell promptly or at the market price.

After sale of all registered shares—including shares underlying options and warrants, and non-voting shares convertible upon transfer—GBC expects 11,194,524 common shares outstanding. The prospectus registers 7,074,016 shares for resale by existing shareholders; another 4,120,508 shares are described as freely tradeable under Rule 144 or other exemptions. Together, these represent the expected shares outstanding after the sale.

The direct listing does not impose an underwriter contractual lock-up, so substantial amounts of stock could become available for sale. Affiliates and certain directors, executives, and shareholders remain subject to Rule 144 and applicable banking restrictions.

Resale restrictions

• Rule 144 affiliates: Once applicable reporting and holding-period conditions are met, affiliate sales are generally limited in any three-month period to the greater of 1% of outstanding shares—approximately 111,945 shares immediately after the offering—or the average weekly Nasdaq trading volume during the preceding four calendar weeks. Sales are also subject to applicable sale and notice requirements.
• Non-affiliates: Holders may generally sell qualifying restricted shares after a six-month holding period, once GBC has been a reporting company for at least 90 days.
• Rule 701 securities: These may generally be sold beginning 90 days after the prospectus date, subject to applicable affiliate and contractual restrictions.

Shares registered on Form S-8

On October 27, 2026, GBC filed an effective Form S-8 registering 1,005,992 shares for public-market sale unless held by affiliates. The registered shares comprise:

• 476,323 shares reserved for future issuance under the 2021 Stock Incentive Plan;
• 411,382 shares issuable upon exercise or settlement of outstanding 2021 Plan awards, including 176,777 shares under the Deferred Compensation Plan;
• 59,217 shares issuable under outstanding 2017 Plan options; and
• 59,070 shares under outstanding standalone nonqualified option awards.

Sale Price History of Capital Stock

GBC expects its common stock to begin trading on Nasdaq under the symbol GBC on or about October 29, 2026. No public market existed for its common stock before the listing, and its private transaction history is limited.

Performance Trust, GBC’s designated financial advisor for the direct listing, is expected to consider historical private-sale prices when setting the opening public price. However, GBC cautions that those prices may have little or no relationship to market demand or to the opening or subsequent Nasdaq trading price. Investors should not rely on the private-sale prices as indicative of the stock’s public-market value.

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders

The discussion applies to Non-U.S. Holders who acquire the company’s common stock in the offering and hold it as a capital asset. It is a summary, not comprehensive tax advice. The company does not anticipate declaring or paying dividends on its common stock in the foreseeable future.

Distributions

A distribution generally is treated as a dividend to the extent of the company’s current or accumulated earnings and profits. Any excess first reduces the holder’s tax basis in the shares; any remaining amount is treated as capital gain.

Dividends paid to Non-U.S. Holders generally are subject to 30% U.S. withholding tax, unless a lower treaty rate applies and the holder provides valid documentation. Dividends effectively connected with a U.S. trade or business generally are exempt from that withholding, but are taxed on a net-income basis at regular U.S. rates. A corporate holder may also be subject to a 30% branch profits tax, potentially reduced by treaty.

Dispositions of Shares

Non-U.S. Holders generally are not subject to U.S. tax on gains from selling shares, except in certain circumstances:

• The gain is effectively connected with the holder’s conduct of a U.S. trade or business. Such gains generally are taxed at regular U.S. rates; corporate holders may also face branch profits tax.
• The holder is an individual present in the United States for at least 183 days in the year of disposition and meets other requirements. The gain generally is subject to a 30% rate, subject to possible treaty relief and offsets.
• The company is or becomes a U.S. real property holding corporation (USRPHC), and specified ownership or trading conditions are met.

The company believes it currently is not, and does not anticipate becoming, a USRPHC, but gives no assurance. USRPHC status depends on the relative fair market values of U.S. real property, non-U.S. real property and other business assets.

FATCA, Reporting and Withholding

FATCA generally imposes 30% withholding on dividends paid to foreign entities that fail applicable documentation, due-diligence or reporting requirements. Gross-proceeds withholding is described as potentially applicable, but withholding agents may rely on proposed Treasury Regulations that would eliminate it; brokers determine whether to apply it. FATCA withholding may reduce other withholding on dividends.

The company must file IRS information returns for distributions, including distributions on which no tax was withheld. Information reporting and backup withholding may also apply. Appropriate documentation of non-U.S. status may support an exemption from backup withholding, and amounts withheld generally may be claimed as a refund or credit.

Limitations and Uncertainty

The discussion excludes, among other matters, estate and gift taxes; state, local and non-U.S. taxes; the alternative minimum tax; the Medicare contribution tax; and tax consequences for numerous special categories of holders. The company has not sought and will not seek IRS rulings. Tax authorities or courts may disagree with its positions, and legal changes or different interpretations may apply retroactively and adversely affect holders.

Plan of Distribution

The prospectus registers the resale of up to 7,074,016 common shares by registered shareholders, including existing shares and shares issuable upon exercise of registered shareholders’ warrants and options. Following the Nasdaq listing, holders may sell through public-market or negotiated transactions. The company is not party to the resale arrangements, may not know when or at what prices holders will sell, and cannot assure that any registered shares will be sold. The company will receive no proceeds from these resales.

The company engaged Performance Trust to assist with the listing, investor materials and Nasdaq coordination. It will pay no offering fee but expects to reimburse approximately $150,000 in out-of-pocket expenses, and has agreed to certain indemnification and contribution obligations. Performance Trust was selected in part for its capital-markets experience, institutional-investor relationships and prior placement-agent work for the company’s April 2023 and June 2026 private placements.

The listing will use Nasdaq’s opening-auction process. Nasdaq will publish a continuously updated Current Reference Price and order-imbalance information as pre-opening orders accumulate. Performance Trust will decide when order volume and price discovery are sufficient to approve the opening, and may request a delay if market interest is inadequate. The company and selling shareholders will not participate in or coordinate Nasdaq’s price-setting mechanism. Nasdaq listing also requires at least three registered, active market makers.

A key risk is that this direct listing does not use the traditional IPO book-building process or an underwriter-set offering price. Without an IPO price, the range of orders may be affected and the opening price may be more volatile; the share price could decline significantly and rapidly after listing. The company also expects professional fees and other direct-listing and public-company transition costs, which will be expensed as incurred rather than deducted from issuer proceeds as in an IPO.

Registered shareholders may transfer, distribute, pledge or assign shares, and successors may resell under the prospectus or an amended prospectus. Certain non-voting shares automatically convert to voting common shares upon transfer, subject to applicable bank-regulatory restrictions. The registration covers shares issuable upon exercise of specified warrants, not the warrants themselves or transfers of other warrants. Broker-dealers participating in resales may receive commissions from sellers or purchasers.

Additional Information

Troutman Pepper Locke LLP, counsel on the validity of the common shares being offered, has partners who collectively own 29,765 GBC common shares. GBC’s consolidated financial statements for FY2025 and FY2024 are included in the prospectus on the basis of the report of independent registered public accounting firm Wipfli LLP.

The section describes the S-1 registration statement and GBC’s ongoing reporting obligations under the Exchange Act. It provides no additional financial-performance, balance-sheet, risk, or strategic operating updates.

GBC — Financial statements section summary

H1 2026 results

Net interest income improved as interest income rose to $84.691M from $77.322M and interest expense declined to $28.768M from $30.463M. Higher salaries and benefits ($24.901M vs. $22.058M) partly offset lower merger and conversion expense ($3.523M vs. $6.553M). The provision included $1.104M for loans and $1.104M for unfunded commitments; H1 2025 loan provision was $3.171M. H1 2026 other comprehensive loss was $1.589M, and comprehensive income was $11.707M versus $7.144M.

Cash flow and shares

Cash and cash equivalents ended H1 2026 at $433.327M, versus $148.574M at H1 2025. H1 2026 financing included $224.911M of net deposit inflows (compared with a $58.346M outflow in H1 2025). Common and non-voting shares outstanding rose from 8,444,343 at December 31, 2025 to 10,609,235 at June 30, 2026; H1 issuance included 802,407 shares for Tandem and 1,310,539 from other stock issuances.

Balance sheet and credit quality

Gross loans increased 21.1% to $2.0955B. Commercial real estate loans grew to $892.0M from $679.1M; total real estate loans were $1.5804B, commercial and financial loans $460.3M, and consumer loans $54.8M. Loan growth outpaced allowance growth, reducing the allowance-to-gross-loans ratio to approximately 1.38% from 1.48%. Six-month loan charge-offs rose to $1.008M from $0.059M; the ending allowance included $1.397M of initial allowance on seasoned loans and $1.857M on purchased credit-deteriorated loans. The liability for expected losses on unfunded commitments was $2.090M, up from $0.986M at year-end.

Past-due loans rose to $14.982M from $10.649M; nonaccrual loans increased to $17.268M from $14.674M, including $13.391M of commercial and financial loans. CRE special-mention balances increased to $19.641M from $8.055M. These trends, alongside rapid loan growth, warrant monitoring.

Securities, funding, and capital

At June 30, 2026, available-for-sale securities had $78.592M amortized cost and $75.087M fair value (year-end: $54.581M and $51.796M). Gross unrealized losses were $3.533M, primarily in residential mortgage-backed securities; management attributed them to noncredit factors, did not intend to sell, and recorded no credit-loss allowance. Held-to-maturity securities had $49.360M carrying value and $48.663M fair value (year-end: $40.102M and $40.128M), with no credit-loss allowance.

Deposits grew 20.3%; money market and savings balances rose to $1.078B from $0.728B, while brokered deposits declined to $131.3M from $202.7M. No FHLB borrowings were outstanding at either date. The $55.0M existing subordinated notes began resetting from 4.125% fixed to three-month SOFR plus 3.40% in June 2026; acquired notes add further floating-rate exposure. Tandem’s $12.0M subordinated notes were recorded at $11.9M fair value and bear 8.0% fixed interest through July 2030, then SOFR plus 4.43%.

Both the Company and Bank remained well capitalized. Company total capital/risk-weighted assets was 14.32% versus 13.61% at year-end; Bank’s was 13.05% versus 12.74%. Consolidated assets above $3.0B subject GBC to bank regulatory capital requirements. H1 cash-flow hedge notional increased to $250.0M from $150.0M; $227,000 of net unrealized loss in AOCI was expected to reclassify to earnings within 12 months.

Acquisitions, segment, and subsequent events

GBC acquired Tandem on June 1, 2026, for $35.528M in stock and cash, including $24.963M of GBC shares and $10.565M cash. Preliminary purchase accounting recorded $321.346M of assets, $290.741M of liabilities, and $4.923M goodwill; the allocation remains preliminary. The acquisition added $253.968M of deposits and $23.000M of FHLB advances. The March 2025 PBC acquisition consideration was $27.069M and generated $4.809M goodwill. Unaudited pro forma H1 2026 results assuming Tandem had been acquired January 1, 2025 were $67.574M revenue net of interest expense and $16.423M net income; these figures exclude expected synergies and cost savings.

GBC reports one aggregated community banking segment; management assesses performance using net income, with no reconciliation items to consolidated results. On August 12, 2026, GBC completed a $1.22M private placement of 40,683 shares at $30.00 each. On August 21, it issued $55.0M principal amount of 6.75% fixed-to-floating subordinated notes due 2036, intending to redeem existing subordinated debt. At June 30, warrants for 529,722 common and non-voting shares remained outstanding at a weighted-average exercise price of $21.50.

FY2025 results

Higher net interest income drove earnings growth. Noninterest expense rose, including $6.732M of merger and conversion costs, versus none in FY2024. The effective tax rate was 26.0%, compared with 25.1%; FY2025 taxes included $1.414M of transaction-cost tax expense and a $652K benefit from a federal NOL carryforward arising from a business combination.

Balance sheet, funding and credit

Tangible equity, calculated as equity less goodwill and other intangible assets, was $194.449M. Deposits increased 29.0%; noninterest-bearing deposits grew to $617.388M from $393.720M. Brokered deposits fell to $202.7M from $253.6M, while time deposits at or above the $250,000 FDIC insurance limit rose to $225.8M from $157.4M. Of $669.692M in time deposits, $520.395M mature in 2026. GBC repaid its $150.0M of FHLB advances. Existing subordinated notes have $55.0M principal and reset from a 4.125% fixed rate to three-month SOFR plus 3.40% in June 2026; acquired notes have $10.0M principal and reset from 3.75% to SOFR plus 2.88% in October 2026.

Real estate secured approximately 73% of the loan portfolio. Commercial real estate loans increased to $679.103M from $483.735M, and construction and land-development loans to $236.851M from $152.455M. The allowance was about 1.48% of gross loans, down from 1.56%, as loans grew faster than reserves. FY2025 net charge-offs declined to $0.911M from $5.224M. Despite lower charge-offs, past-due and nonaccrual balances increased; commercial-and-financial nonaccrual loans rose to $11.410M from $4.660M. No loans were graded doubtful or loss at either year-end.

Securities, acquisition and cash flows

Available-for-sale securities declined to $51.796M fair value from $69.708M; their amortized cost was $54.581M and $73.741M, respectively. Net unrealized losses narrowed to $2.785M from $4.033M. Management attributed losses to noncredit factors, principally interest rates and market spreads, and recorded no credit-loss allowance. Held-to-maturity securities were $40.102M at amortized cost and $40.128M fair value, versus $26.740M and $26.172M.

GBC completed its PBC acquisition on March 1, 2025, for $27.069M in cash and stock: 18.0% of PBC shares converted to cash and 82.0% to GBC shares. GBC issued 873,794 shares valued at $22.909M and paid $4.160M cash. Acquired assets totaled $341.072M and liabilities $318.812M; purchase price exceeded net assets by $4.809M of goodwill, which is not expected to be tax-deductible. The acquired core-deposit intangible was $6.170M gross and has a 10-year amortization period. Acquired PCD loans had $6.628M par value and a $1.364M acquisition-date allowance. Unaudited pro forma FY2025 revenue, net of interest expense, was $113.814M and net income $27.763M; these estimates exclude expected synergies and are not indicative of actual or future results.

The prior-year operating outflow reflected large mortgage-warehouse loan purchase/origination and sale flows. FY2025 warehouse loans originated or purchased were $8.484593B, with related sales of $8.479024B. These short-term advances to unaffiliated mortgage originators are secured by residential loans and repaid from sale proceeds.

Capital, shares and subsequent events

The Bank remained “well capitalized”; 2025 ratios exceeded applicable thresholds of 10.00%, 8.00%, 6.50% and 5.00%, respectively. Common shares outstanding increased from 7,358,356 at the start of FY2025 to 8,444,343 at year-end, largely reflecting the PBC acquisition.

After year-end, GBC completed its Tandem Bancorp acquisition on June 1, 2026, in a transaction valued at approximately $36M; preliminary acquired balances included $321.3M assets, $240.1M loans and $290.7M liabilities. On June 17, 2026, a private placement at $30 per share generated $78M total proceeds and issued 1.3M new shares; approximately $39M went to selling shareholders, while GBC retained approximately $39M before about $2M of offering costs for growth and strategic expansion. The statements were available for issuance on July 28, 2026.

Wipfli LLP issued an unqualified opinion on the FY2025 and FY2024 financial statements.