GBC GEORGIA BANKING CO INC S-1/A amended IPO prospectus section summaries

Georgia Banking Company, Inc. — Cover Section

Georgia Banking Company, Inc. filed Amendment No. 3 to its Form S-1 on October 26, 2026, seeking a Nasdaq direct listing under ticker GBC. The registration covers the resale by existing shareholders of up to 7,074,016 shares. The company will receive no proceeds from these resales, and the listing does not involve a firm-commitment underwriter. Non-voting common shares automatically convert to voting common shares when transferred.

There is no established public trading market for the shares. During 2026, 2,298,970 primary and secondary shares were sold in private transactions at $30 per share; the filing cautions that these private-sale prices may not indicate the opening or subsequent Nasdaq trading price. Without an underwritten IPO, the direct listing may involve greater price and trading-volume volatility. Initial trading will depend on Nasdaq’s opening auction and price-validation process.

The listing is subject to Nasdaq approval, with trading expected to begin on or about October 29, 2026. If approval is not obtained or the listing otherwise cannot be completed, the direct listing will not proceed.

The issuer is a Georgia bank holding company, and its wholly owned subsidiary, Georgia Banking Company, is a Georgia bank. The company identifies as both an emerging growth company and a smaller reporting company, and is eligible for reduced public-company reporting requirements. This cover-section material provides no operating or balance-sheet financial results.

Company and offering

Georgia Banking Company, Inc. (GBC) is a Georgia corporation with a wholly owned Georgia bank subsidiary. The prospectus relates to an offering of voting common stock. Non-voting common shares sold by registered shareholders automatically convert into voting common shares upon transfer.

As of September 30, 2026, GBC had 10,340,809 voting common shares and 331,341 non-voting common shares outstanding. These totals exclude 146,463 exercisable stock options, 124,232 restricted stock units, 529,722 exercisable warrants for common and non-voting common stock, and 176,777 shares issuable under the Deferred Compensation Plan. Share and other information is stated as of the prospectus date and may not reflect subsequent changes.

Reporting status and disclosure implications

GBC qualifies as both an emerging growth company (EGC) and a smaller reporting company (SRC). Its last-fiscal-year revenue was below the EGC threshold of $1.235 billion. GBC has elected reduced disclosure, including fewer years of audited financial statements and related MD&A, reduced executive-compensation disclosure, and exemption from auditor attestation of internal control over financial reporting. Its disclosures may therefore be less extensive than those of other public companies.

GBC has also irrevocably elected the JOBS Act extended transition period for adopting new or revised accounting standards. It may adopt standards later than public companies using public-company effective dates, which can reduce comparability.

EGC status ends at the earliest of the fiscal year-end in which annual gross revenue reaches $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 three years; or qualification as a large accelerated filer. SRC status generally ends if public float exceeds $250 million, or if annual revenue exceeds $100 million and public float exceeds $700 million, subject to other eligibility conditions.

Market information and financial results

Market, industry, and demographic information comes from independent third-party sources and company estimates based on external information; GBC says it has not independently verified these data. Statements about the company’s market position rely on available data, estimates, and assumptions that are uncertain and may change. This section provides no financial performance, balance-sheet, or operating results.

Georgia Banking Company, Inc. (GBC) — Prospectus Summary

Business and growth strategy

GBC is an Atlanta-focused bank holding company operating 10 full-service banking offices and three loan production offices, all in the Atlanta MSA. As of June 30, 2026, it had approximately $3.3B in assets, including approximately $2.6B in loans, and approximately $2.8B in deposits. The prospectus summary provides no current-period revenue, earnings, margin, or cash-flow results.

Since its 2021 recapitalization, GBC has shifted from a specialty-oriented institution with approximately $650M in assets toward a broader, relationship-focused commercial and community bank. The recapitalization raised approximately $180M: $125M through a private placement and $55M through subordinated debt. Deposits grew from approximately $525M in 2021 to $2.8B by June 30, 2026. GBC attributes its expansion to investment in bankers, technology, treasury and digital banking services, infrastructure, and operating support; it has opened seven branches since 2021. Its strategy combines organic growth across Atlanta submarkets and business lines with selective acquisitions, emphasizing local decision-making, relationship depth, and disciplined underwriting.

Acquisitions and capital actions

• Georgia Primary: Acquired March 1, 2025, in a transaction valued at approximately $27.1M, funded approximately 18% in cash and 82% in common stock. At completion, it added approximately $341.1M in assets, $254.8M in loans, and $301.4M in deposits, plus two branches in Fulton and Forsyth Counties.
• Tandem: Acquired June 1, 2026, for approximately $35.5M, funded approximately 30.4% in cash and 69.6% in common stock. Preliminary fair-value-adjusted amounts at completion indicate approximately $321.3M in assets, $240.1M in loans, and $254.0M in deposits added. Tandem also added a DeKalb County branch and three loan production offices.
• Equity placements: On June 17, 2026, GBC completed a $77.7M common-stock private placement at $30 per share, led by Fortress Investment Group. GBC expects to receive net proceeds only from the primary shares—one-half of total proceeds—and no proceeds from selling shareholders. It intends to use its proceeds for organic growth, capital strength, and strategic flexibility. On August 12, 2026, it issued 40,683 shares for $1.22M at $30 per share to accredited investors, for similar purposes.
• Subordinated debt refinancing: On August 21, 2026, GBC issued $55.0M 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 floating for the following five. Proceeds funded the September 15, 2026 redemption of its 4.125% fixed-to-floating subordinated notes due 2031. The refinancing supports regulatory capital but replaces lower-coupon debt with higher-coupon notes, increasing funding costs during the fixed-rate period.

Market opportunity

GBC’s growth thesis is that bank consolidation has reduced the availability of locally led banks able to serve middle-market businesses with complex credit, treasury, and payment needs. Georgia-headquartered banks declined from 364 in 2000 to 139 in 2025, a 61.8% decrease. In the Atlanta MSA, locally relevant banks with $2B–$10B in assets held approximately $11.9B, or 8.15%, of deposits in 2015, compared with approximately $6.5B, or 2.71%, of the approximately $239.8B market in 2025. Organizations above $10B in assets held approximately $187.9B, or 78.4%, of 2025 deposits. GBC says only three banks in the $2B–$10B range are headquartered in Atlanta and that it is one of only two locally owned institutions in the $3B–$5B range. The opportunity is accompanied by competition from substantially larger institutions.

The Atlanta MSA had more than 6.4M residents and added approximately 64,400 residents from 2024 to 2025. Population grew approximately 0.96% in the 12 months ended June 30, 2025, compared with 0.52% nationally. The region’s GDP was approximately $385B; projected 2026 median household income was approximately $95,900; and projected 2026–2031 population growth was approximately 4.2%, versus 2.6% nationally. GBC sees population growth, economic diversification, and Atlanta’s transportation and logistics position as potential drivers of business formation and demand for commercial credit, deposits, and treasury services.

Principal risks

GBC’s Atlanta concentration exposes it to regional downturns and correlated credit deterioration. Credit risks include substantial commercial real estate exposure, large loan relationships representing a significant percentage of held-for-investment loans, potential underwriting or credit-loss-allowance deficiencies, environmental liabilities, industry and geographic concentrations, and retail mortgage warehouse lending. A flat or inverted yield curve, rate volatility, or other interest-rate changes could pressure net interest margin and affect loan and investment portfolios. Liquidity stress, higher funding costs, and deposits exceeding FDIC insurance limits could also impair the business.

The Bank is GBC’s principal asset and cash-flow source, and its distributions to the holding company are restricted. The Bank’s stock is pledged as collateral for an unrelated lender’s line of credit to GBC, and the Federal Reserve could require GBC to provide capital support to the Bank. Deposit insurance premiums and assessments may rise.

Additional risks include operational, compliance, and competitive exposure in merchant acquiring and payment services; chargebacks that clients cannot cover; dependence on network certifications and registrations, ISOs, and third-party processors; and competition from banks, fintechs, digital-asset providers, and other nonbanks. Rapid growth, acquisitions, and new products may strain controls, infrastructure, and management or create integration challenges.

Fraud is identified as a major and increasing risk. Cyberattacks, data breaches, business-continuity failures, third-party processing failures, and point-of-sale security incidents could cause disruption, losses, fines, litigation, or reputational harm. AI and machine-learning use brings model-risk, bias, and regulatory-uncertainty concerns. GBC also cites risks from inadequate controls, loss of key employees, extensive banking and consumer-protection regulation, privacy and information-security requirements, BSA/AML compliance, examinations and enforcement actions, regulatory or Federal Reserve policy changes, and stress at other financial institutions.

Corporate and shareholder matters

GBC was incorporated in Georgia in 1998 and is headquartered in Atlanta. Its Nasdaq listing is not a firm-commitment IPO; private share-sale prices may not predict the public trading price, and an active, liquid market may not develop. Shares may be volatile or difficult to sell. Public-company compliance will require management time and resources. Investors face potential dilution from future equity issuance, subordination to debt, possible preferred-stock issuance, uncertain dividends, and selling pressure as shares become available for sale. Reduced disclosure relief as an emerging growth and smaller reporting company, anti-takeover provisions, and banking laws may also affect shareholders. GBC common stock is not an FDIC-insured deposit, and investors may lose some or all of their investment.

Financial performance

H1 2026 earnings improved substantially year over year. Net interest income rose 19.3% to $55.923M from $46.859M. Interest income increased to $84.691M from $77.322M, while interest expense declined to $28.768M from $30.463M. The provision for credit losses fell to $2.208M from $3.171M. Noninterest income was $6.437M from $6.208M, while noninterest expense increased to $42.180M from $40.800M. Pretax income increased to $17.972M from $9.096M, and GAAP net income nearly doubled to $13.296M from $6.731M.

H1 2026 adjusted net income was $15.903M from $11.580M, reflecting merger expense, net of tax, of $2.607M from $4.849M. PPNR rose to $20.180M from $12.267M; adjusted PPNR, which adds back pretax merger costs, was $23.703M from $18.820M. Basic and diluted EPS were $1.51 and $1.45, respectively, versus $0.84 and $0.82; adjusted basic and diluted EPS were $1.80 and $1.74, versus $1.44 and $1.40.

FY 2025 also strengthened versus FY 2024. Net interest income increased to $102.378M from $71.684M, with interest income of $164.872M from $130.412M and interest expense of $62.494M from $58.728M. The provision for credit losses declined to $4.521M from $8.321M. Noninterest income was $10.339M from $7.306M, while noninterest expense rose to $78.357M from $59.384M. Pretax income increased to $29.839M from $11.285M and GAAP net income to $22.080M from $8.456M. Adjusted net income was $27.062M from $8.456M, including FY 2025 merger expense, net of tax, of $4.982M and none in FY 2024. PPNR was $34.360M from $19.606M; adjusted PPNR was $41.092M from $19.606M.

Returns and balance sheet

Annualized H1 reported ROAA improved to 1.00% from 0.57%, and adjusted ROAA to 1.19% from 0.99%; average assets were $2.684812B from $2.365169B. Reported return on average common equity was 12.23% from 7.68%, and adjusted return was 14.62% from 13.22%. Reported and adjusted returns on average tangible common equity were 12.93% and 15.47%, respectively, versus 8.02% and 13.79%. Average tangible common equity was $207.303M from $169.347M.

For FY 2025, reported and adjusted ROAA were 0.88% and 1.08%, versus 0.45% for both in FY 2024. Reported and adjusted returns on average common equity were 11.96% and 14.66%, versus 5.69% for both. Reported and adjusted returns on average tangible common equity were 12.57% and 15.41%, versus 5.69% for both. Average assets were $2.496736B from $1.886868B.

At June 30, 2026, total assets were $3.262B from $2.599B a year earlier and shareholders’ equity was $278.659M from $188.182M. Goodwill was $9.732M from $4.809M; other intangible assets, excluding goodwill, were $10.477M from $5.964M. Tangible common equity was $258.450M from $177.409M, and tangible common equity to tangible assets was 7.97% from 6.86%. Tangible book value per share increased to $24.36 from $21.01. At December 31, 2025, total assets were $2.702B, equity $204.914M, goodwill $4.809M, and other intangible assets $5.656M; at December 31, 2024, the respective amounts were $2.264B, $155.528M, $0, and $0. Tangible common equity to tangible assets was 7.22% at December 31, 2025 and 6.87% at December 31, 2024.

Banking, funding, and capital

At June 30, 2026, loans held for investment, net of unearned fees, were $2.090B from $1.726B; loans held for sale were $500.560M from $518.239M. Deposits increased to $2.839B from $2.072B. The allowance for credit losses was $28.955M from $25.092M. Federal Home Loan Bank advances were $0 from $200.000M, while other borrowings were $82.622M from $71.015M.

H1 net interest margin improved to 4.36% from 4.17% and net interest spread to 3.37% from 3.19%. Total deposit cost fell to 2.29% from 2.72%, and interest-bearing deposit cost to 3.08% from 3.52%; loan yield declined to 6.96% from 7.23%. The efficiency ratio improved to 67.64% from 76.88%, and the loan-to-deposit ratio fell to 91.26% from 108.33%. Asset quality indicators weakened: nonperforming loans to gross LHFI rose to 0.83% from 0.46%, nonperforming assets to total assets to 0.53% from 0.29%, and net charge-offs to average loans were 0.10% from 0.00%. Allowance to gross LHFI was 1.39% from 1.45%.

At June 2026, Bank CET1 and Tier 1 risk-based capital ratios were each 11.83% from 10.41%; total risk-based capital was 13.05% from 11.57%, and Tier 1 leverage was 10.78% from 9.33%. Branches increased to 10 from 9, FTEs to 275 from 228, and common and non-voting shares outstanding to 10,609,235 from 8,439,081.

Management presents adjusted net income, PPNR, adjusted PPNR, adjusted EPS, tangible common equity, and related returns as non-GAAP measures. The adjustments chiefly remove merger costs, which management views as not indicative of core banking performance, while noting such costs may recur.

Risk factors

Geographic, credit and interest-rate exposure

GBC’s traditional community banking operations are concentrated in the Atlanta MSA, exposing asset quality, loan demand, deposits and collateral values to local economic, employment and real-estate conditions. Tariffs and other trade-policy changes could increase inflation and weaken borrowers’ repayment capacity. Interest-rate shifts create risks in either direction: higher rates may dampen economic activity and collateral values, while lower rates may reduce yields on variable-rate assets and new loans and securities.

GBC was asset-sensitive at June 30, 2026 and December 31, 2025. At June 30, 2026, 68.2% of earning assets and 48.9% of interest-bearing liabilities were variable-rate, with liabilities repricing more slowly. Falling short-term rates, mismatched repricing, or a flat, inverted or rapidly shifting yield curve could pressure net interest income and margin, increase funding costs, or create unrealized investment-security losses. Rate changes can also affect originations, repayment speeds, defaults, foreclosures, charge-offs and credit-loss provisions.

The allowance for credit losses was $29.0 million, or 1.39% of gross loans held for investment (LHFI), at June 30, 2026, versus $25.6 million, or 1.48%, at December 31, 2025. Its adequacy depends on estimates, forecasts and borrower-specific assessments; deterioration or regulatory review could require higher reserves or charge-offs. Small and medium-sized businesses may be particularly vulnerable in a downturn. The ten largest loan relationships totaled approximately $255.0 million, or 12.14% of LHFI, at June 30, 2026.

Commercial real estate (CRE), including construction and CRE mortgages, totaled $1.2 billion, or 58.8% of LHFI. GBC said its concentration did not exceed the 2006 Interagency Guidance’s informal supervisory thresholds; exceeding them could bring heightened scrutiny and pressure to increase capital, limiting growth. Office-secured commercial loans were approximately $165.0 million (7.86% of LHFI) and industrial-secured commercial loans approximately $194.0 million (9.30%). Neither sector had current non-performing loans, but deterioration could emerge quickly. Stress testing and enhanced underwriting and monitoring may not prevent losses.

Funding, liquidity and growth

At June 30, 2026, brokered deposits were approximately $131.3 million (4.6% of total deposits), and the ten largest depositor relationships totaled $818.4 million (28.8%). Wholesale and non-core funds may be withdrawn without long-term restrictions; uninsured deposits may be less stable during perceived distress. Large withdrawals could require more expensive brokered deposits or borrowings, asset sales at a loss, or reduced lending and growth. Brokered-deposit access may be restricted if the Bank is no longer “well-capitalized.” Primary liquidity sources are deposits, loan repayments and investment-security cash flows; secondary sources—including FHLB and Federal Reserve borrowing, brokered deposits, repurchase agreements, credit lines and capital markets—depend on market conditions and perceived creditworthiness.

Consolidated assets exceeded $3.0 billion at June 30, 2026. Continued growth in treasury services, CRE and mortgage warehouse lending, as well as potential acquisitions, may strain management, technology, risk controls, compliance and internal controls. Acquisitions also carry pricing, integration, unknown-liability, attrition, data-conversion, regulatory and goodwill-impairment risks. The nationwide mortgage warehouse program held loans for sale of $500.6 million at June 30, 2026, compared with $505.4 million at December 31, 2025 and $498.2 million at December 31, 2024. Loans generally remain on balance sheet less than 30 days and substantially all had an identified investor takeout when purchased. The program had 61 approved originators (59 with loans purchased) and 129 mortgage investors. Fraud, impaired or unsalable loans, investor non-purchase and secondary-market disruption remain risks.

Regulation, operations and technology

Banking supervision can increase costs, require capital or remediation, constrain growth and business lines, and result in penalties or restrictions. Minimum capital ratios, including the capital conservation buffer, are 7.0% CET1, 8.5% Tier 1, 10.5% total capital and 4.0% leverage; “well-capitalized” thresholds are 6.5%, 8.0%, 10.0% and 5.0%, respectively. Falling short of the conservation buffer can limit distributions and discretionary bonuses. Growth may bring additional reporting, prudential standards, stress-testing expectations and scrutiny; raising capital on acceptable terms may not be possible. Consumer-protection, fair-lending, privacy, BSA/AML and other compliance failures can lead to litigation, fines, operating restrictions and reputational harm.

Competition from banks, fintechs, payments companies, digital-asset platforms, stablecoin issuers and decentralized finance could pressure deposits and payment flows. Rapid change, including potential stablecoin rules, raises competitive and compliance challenges. GBC’s use and planned expansion of AI/ML in underwriting, fraud detection, service and payments may introduce bias, inaccurate or opaque outputs, privacy and security exposures, regulatory scrutiny, litigation and reliance on third-party providers.

Cyberattacks, outages, fraud and vendor failures could disrupt core processing, records, customer data and payments, resulting in losses, remediation, litigation, penalties and deposit attrition. Merchant acquiring also faces chargebacks, fraud and network-certification risks. For chargeback losses, a dedicated reserve absorbs first losses, the merchant-acquiring counterparty bears losses above the reserve, and GBC bears remaining losses if both prove insufficient. Environmental liabilities at owned or foreclosed properties, and dependence on skilled employees—including CEO Bartow Morgan, Jr.—and distribution partners, add further risks. Internal controls provide reasonable, not absolute, assurance; failures could impair reporting or cause a material weakness or restatement.

Parent-company and shareholder risks

The holding company relies principally on Bank dividends, which are legally and regulatorily restricted. It had a $10.0 million ServisFirst Bank revolving credit line maturing June 10, 2027, secured by all Bank common stock; failure to repay or refinance after an uncured default could threaten its principal asset. The Federal Reserve’s source-of-strength doctrine may require parent capital support when resources are constrained. At June 30, 2026, GBC had approximately $82.6 million of total debt outstanding at aggregate principal amount; common shareholders rank behind depositors and creditors in liquidation.

GBC’s September 30, 2026 common shares outstanding totaled 10,340,809, excluding non-voting common stock. Directors and certain officers held 26.48% of common shares as control securities subject to Rule 144 limits, but shareholders generally have no contractual lock-ups. GBC intends to register approximately 1,005,992 shares on Form S-8, including 476,323 reserved for future issuance under the 2021 Stock Incentive Plan and 411,382 issuable under outstanding awards (including 176,777 under the Deferred Compensation Plan), plus 59,217 shares underlying 2017 plan options and 59,070 under a 2025 standalone option award. Sales or future equity issuance could dilute shareholders and depress the stock price.

The Nasdaq direct listing has no underwriters, traditional book-building or price support; limited private trading may not indicate public-market value, and a liquid market may not develop. GBC is an emerging growth company and smaller reporting company, and plans to use reporting and governance exemptions; public-company obligations and the eventual loss of exemptions may increase costs. Dividends are discretionary and subject to Bank, regulatory and lender limits. The Board may issue up to 10 million preferred shares with rights senior to common stock; governance provisions and banking rules may also impede takeovers. Common stock is not FDIC-insured, and investors may lose some or all of their investment.

Forward-Looking Statements and Key Risks

Forward-looking statements reflect management’s current expectations, estimates, projections, and assumptions. They are not historical facts or guarantees, and actual results may differ materially. This section reports no financial results or metrics.

The principal uncertainties include:

• Credit quality and concentration: The loan portfolio is concentrated in commercial real estate and other real-estate-related lending, making results sensitive to property values, borrowers’ financial health, and project performance. Allowance-for-credit-loss estimates are uncertain, and the quality of loan and investment portfolios may deteriorate or otherwise change.
• Economic, market, and funding conditions: Inflation, interest-rate movements, economic and financial-market conditions—particularly in the Atlanta metropolitan area and among small and mid-sized businesses—and monetary, fiscal, geopolitical, trade, and tariff developments could affect margins, credit quality, growth, and financial-instrument values. The company must also attract and retain customers, manage growth without weakening asset quality or operating efficiency, and maintain adequate liquidity and stable, cost-effective deposits, wholesale funding, and borrowings.
• Specialized businesses and third parties: Payment processing and merchant acquiring expose the company to merchant-client credit losses, chargebacks, payment-network compliance requirements, and reliance on specialized services. The residential mortgage warehouse program also carries risks. More broadly, the company depends on third-party providers, ISOs, TPPPs, and independent mortgage originators.
• Competition, technology, and operations: Competition from banks, credit unions, fintechs, and other providers—including in digital assets and emerging technologies—could affect performance. Cybersecurity incidents, fraud, data breaches, or system disruptions, as well as model, operational, and regulatory risks associated with the company’s and others’ use of artificial intelligence and machine learning, could also have adverse effects.
• Regulation, controls, and contingencies: Extensive banking, capital, consumer-protection, anti-money-laundering, privacy, and payment-network requirements create compliance and supervisory risks, including examinations or enforcement. Other uncertainties include the adequacy of internal controls, litigation and other contingencies, and potential limits on the Bank’s ability to pay dividends to the parent.
• Strategy and capital markets: Acquisitions and integration involving Georgia Primary and Tandem carry execution risks. The direct listing may result in trading-price volatility and uncertainty about market development, and involves securities-claim limitations, possible dilution, and dividend-policy considerations. The company’s emerging-growth-company or smaller-reporting-company status may also be relevant.
• Other exposures: Risks include changes in FDIC insurance costs or accounting standards; U.S. sovereign-credit or debt-ceiling developments; political instability, war or terrorism; and natural disasters.

Forward-looking statements speak only as of their respective dates, and the company generally disclaims an obligation to update them. Past operating results are not necessarily indicative of future results.

The offering consists of sales of existing GBC common stock by registered shareholders, who may choose whether and when to sell. GBC will receive no proceeds. GBC will pay the offering expenses; selling shareholders will bear applicable broker discounts, commissions or equivalent charges, as well as their own legal counsel expenses. The section discloses no financial metrics or other material business developments.

Market for the Common Stock and Equity Compensation

Trading market and liquidity

Before the offering, GBC common stock had never traded on an established public market, and no market quotations were available. GBC had 601 holders of record as of September 30, 2026 and applied to list its common stock on Nasdaq under the symbol GBC; the offering is contingent on listing approval. There is no assurance an active, sustained, or liquid trading market will develop, so shareholders may not be able to sell promptly or at the price they want. Initial trading and pricing will depend on the direct-listing process and related factors.

Equity awards and share reserves

As of December 31, 2025, security-holder-approved plans had 132,787 outstanding options and rights and 526,304 shares available for future issuance. Outstanding awards consisted of 11,617 options and 121,170 RSUs. The weighted-average exercise price was $21.62; RSUs have no exercise price and were excluded from that calculation.

Plans not approved by security holders had 59,070 outstanding options at a $14.09 weighted-average exercise price, with 78,495 shares available for future issuance. Across the tabled plans, there were 191,857 outstanding options and rights, with a $15.33 weighted-average exercise price, and 604,799 shares available for future issuance.

Separately, approximately 28,009 individual nonqualified stock options were outstanding at December 31, 2025, at an approximately $6.07 weighted-average exercise price. These awards were excluded from the table, and no shares remained available under those individual arrangements.

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.

Dividend Policy

GBC has paid no cash dividends since its 2021 Recapitalization and does not intend to pay cash dividends for the foreseeable future. Any future dividend would require Board approval and would depend on GBC’s financial condition, liquidity, earnings, capital needs, strategy, potential acquisitions, and applicable legal, regulatory, contractual, tax, and economic constraints.

As a bank holding company, GBC relies principally on dividends from its Bank subsidiary to fund any future shareholder dividends and other payments. The Bank’s ability to distribute funds is restricted by state and federal requirements. Georgia rules generally permit dividends from retained earnings without prior approval from the Georgia Department of Banking and Finance (GDBF), although other distributions or circumstances may require approval. FDIC rules generally permit dividends up to year-to-date net income plus retained net income for the prior two years, subject to restrictions.

The Federal Reserve, GDBF, and FDIC may prohibit dividends they consider unsafe or unsound. The Bank must also maintain an adequate regulatory capital conservation buffer and may not distribute capital while in default on an FDIC assessment. GBC’s debt agreements, including those governing its outstanding subordinated debt securities, may impose additional restrictions on dividends.

Growth, earnings and acquisitions

GBC’s first-half 2026 results reflect both organic expansion and the June 1 acquisition of Tandem, which added approximately $321.3 million of assets, including $240.1 million of loans held for investment and $254.0 million of deposits. Tandem generated $3.5 million of merger and conversion costs through June 30, with further integration costs expected in the second half. Georgia Primary, acquired March 1, 2025, added $341.1 million of assets; its integration contributed substantially to the $6.7 million of merger and conversion costs recognized in 2025. These acquisitions make period-to-period comparisons less directly comparable.

For H1 2026, net interest income increased to $55.923 million from $46.859 million, while noninterest income was $6.437 million from $6.208 million. Net income rose to $13.3 million from $6.7 million. Total interest income increased to $84.691 million from $77.322 million, while interest expense declined to $28.768 million from $30.463 million. The NII increase was primarily volume-driven: average earning assets grew $319.9 million to $2.586 billion, including a $314.1 million increase in average loans to $2.263 billion. Lower deposit pricing and reduced reliance on higher-cost wholesale funding helped offset a lower average loan yield (6.96% versus 7.23%). Net interest margin improved to 4.36% from 4.17%.

H1 noninterest expense increased to $42.180 million from $40.800 million, including higher personnel and acquisition-related expenses. Salaries and benefits rose 12.9% to $24.901 million from $22.058 million, and FTEs increased to 275 from 228, reflecting Georgia Primary staffing and the mortgage business. Merger and conversion expense declined to $3.523 million from $6.553 million. Mortgage banking income increased to $2.360 million from $1.025 million as the operation contributed a full six months; gain on loan sales decreased to $908,000 from $1.388 million.

For FY2025, net interest income increased to $102.378 million from $71.684 million, and noninterest income to $10.339 million from $7.306 million. Net income was $22.1 million versus $8.5 million (diluted EPS of $2.62 versus $1.12). Noninterest expense rose to $78.357 million from $59.384 million, including $6.732 million of Georgia Primary merger and conversion costs; provision for credit losses declined to $4.5 million from $8.3 million. FY2025 growth reflected balance-sheet expansion: average earning assets increased to $2.401 billion from $1.804 billion, and average loans to $2.089 billion from $1.546 billion. Net interest margin improved to 4.26% from 3.97%.

Balance sheet, funding and lending

At June 30, 2026, total assets were $3.262 billion, up 20.7% from $2.702 billion at year-end 2025; shareholders’ equity was $278.659 million, versus $204.914 million. Equity growth included $36.6 million of net proceeds from a June capital raise and shares issued in the Tandem transaction. Deposits increased to $2.839 billion from $2.360 billion. Gross loans, including loans held for sale, reached approximately $2.6 billion, up $360.1 million from year-end, comprising $240.1 million acquired with Tandem and $120.1 million of organic growth. Gross loans held for investment increased 21.1% to approximately $2.1 billion.

Deposits remain the principal funding source. Noninterest-bearing deposits were 23.5% of deposits at June 2026, down from 26.2% at year-end 2025. Brokered deposits fell to $131.3 million (4.6% of deposits) from $202.7 million (8.6%); uninsured deposits were $1.3 billion, or 44.1% of deposits. The Bank had no FHLB advances outstanding at June 2026 or year-end 2025. Liquid assets increased to 16.5% of total assets from 12.7% at year-end.

Mortgage warehouse lending is an important short-term business: average outstanding balances increased to $438 million in H1 2026 from $355 million in H1 2025, despite fewer originators with loans outstanding (47 versus 50). Most warehouse loans have a secondary-market takeout commitment and remain on the balance sheet less than 30 days. Management monitors originator and investor exposure, eligibility, aging and client-specific limits.

Credit quality and investment portfolio

Nonperforming loans increased to $17.307 million at June 30, 2026 from $14.674 million at year-end 2025; two commercial relationships totaling $5.7 million migrated to nonaccrual, partly offset by payoffs and paydowns. Nonperforming loans were 0.83% of gross loans. H1 net charge-offs were $977,000, or 0.10% annualized of average loans. The loan allowance for credit losses rose to $28.955 million from $25.574 million, largely reflecting Tandem-acquired loans, while allowance coverage declined to 1.39% of gross loans held for investment from 1.48%. Management cites real-estate values, property cash flows, construction costs and business-borrower performance as key credit sensitivities.

At June 2026, available-for-sale securities had $78.592 million amortized cost and $75.087 million fair value, with $3.505 million of gross unrealized losses. Management attributes unrealized losses to market and interest-rate factors rather than credit deterioration, reports no securities credit-loss allowance, and does not expect to need to sell before recovery.

Capital, risks and accounting

The Bank exceeded well-capitalized thresholds at June 30, 2026; its total capital, Tier 1, CET1 and leverage ratios were 13.05%, 11.83%, 11.83% and 10.78%, respectively. The holding company’s corresponding ratios were 14.32%, 10.58%, 10.29% and 9.43%. Subordinated notes, net of debt costs, were $75.4 million. Subsequent to quarter-end, GBC issued $55.0 million principal of 6.75% fixed-to-floating notes due 2036 and used proceeds to redeem 4.125% notes due 2031.

Interest-rate modeling indicates asset sensitivity, but less than at year-end 2025: a +100/+200 bp shock projected 12-month NII increases of 4.68%/9.05%, while −100/−200 bp shocks projected decreases of 5.65%/11.46%. Results depend on assumptions about repricing, deposit betas and competition and may differ from actual outcomes. GBC reports one aggregated banking segment. Its allowance estimates depend on forecasts, historical loss experience and qualitative judgments; the company adopted ASU 2025-08 prospectively in 2026, applying the acquisition-date allowance gross-up approach to Tandem’s purchased loans.

Business, strategy and market position

Georgia Banking Company (GBC) is an Atlanta-focused bank holding company with approximately $3.3B in assets, $2.6B in loans and $2.8B in deposits at June 30, 2026. It operated 10 full-service banking offices and three loan production offices in the Atlanta MSA. Since its 2021 recapitalization, GBC has grown from approximately $650M in assets and $525M in deposits, expanded its footprint and lending and fee-generating businesses, invested in personnel, technology and infrastructure, and completed two whole-bank acquisitions. Its model pairs local lending authority and relationship service with broader products and operating scale for small and middle-market businesses.

GBC’s growth plan has progressed from building post-recapitalization infrastructure and reducing reliance on wholesale funding, to expanding selectively in Atlanta and developing capabilities such as treasury services, payments, retail mortgage and mortgage warehouse lending. Its current emphasis is on organic market-share gains, operating leverage and selective acquisitions. Management’s thesis is supported by Atlanta’s population, business formation and economic growth: the MSA had more than 6.4M residents, approximately $385B in GDP, and population growth of approximately 0.96% in the 12 months ended June 30, 2025, compared with approximately 0.52% nationally. Population is projected to grow 4.2% from 2026 to 2031, versus 2.6% nationally.

Industry consolidation presents both opportunity and competition. Georgia-headquartered banks declined from 364 in 2000 to 139 in 2025, a decrease of approximately 61.8%. Atlanta MSA deposits were approximately $239.8B at June 30, 2025; institutions with more than $10B in assets held approximately $187.9B, or 78.4%, while the identified local-bank group with $2B–$10B in assets held approximately $6.5B, or 2.71%. GBC believes displaced customers and bankers may value its local decision-making and product breadth. Its Atlanta deposit share increased from approximately 0.26% in 2021 to 1.13% at June 30, 2026, and it ranked third in deposit share among banks headquartered in Atlanta after the Tandem acquisition. However, GBC remains concentrated in Atlanta and competes with larger banks that may have greater brand recognition, networks, technology and pricing capacity, as well as community banks, fintechs and other nonbanks. Execution depends on attracting customers and talent, integrating acquisitions, realizing investment benefits and maintaining credit discipline.

Business lines and revenue drivers

Commercial banking combines lending to small and middle-market businesses with treasury services and core operating deposits. Community and private banking seek stable deposits and deeper relationships with households, business owners and executives. Commercial real estate lending across property types has contributed significantly to loan and deposit growth; growth in Atlanta and loan yields provide opportunities, while the business mix makes disciplined underwriting important.

Mortgage warehouse lending provides short-term financing to independent mortgage originators nationwide through repurchase agreements. Loans typically remain on the balance sheet for less than 30 days and are supported by takeout-investor commitments, originator repurchase obligations and collateral controls. The business generates interest and fee income and diversifies earnings, but depends on originators, takeout investors and operational controls. GBC reports more than 28 years in the business and over $95B of cumulative residential mortgage fundings through multiple rate and housing cycles, without material credit losses.

Treasury and payment services—including cash management, payment processing, merchant acquiring and payroll—support core deposits, fee income and retention. Fee results can fluctuate with transaction volumes; operations rely on payment networks, processors and independent sales organizations and must meet network and compliance requirements.

Acquisitions and capital actions

GBC acquired Georgia Primary on March 1, 2025, for approximately $27.1M, funded approximately 18% in cash and 82% in common stock. The acquisition added approximately $341.1M in assets, $254.8M in loans and $301.4M in deposits, along with two full-service branches in Fulton and Forsyth Counties. On June 1, 2026, GBC acquired Tandem for approximately $35.5M, with approximately 30.4% cash and 69.6% common stock consideration. Preliminary fair-value adjustments indicated additions of approximately $321.3M in assets, $240.1M in loans and $254.0M in deposits; Tandem also added one full-service branch and three loan production offices.

On June 17, 2026, GBC completed a $77.7M common-stock private placement at $30 per share, led by Fortress Investment Group. GBC receives only the primary-share portion—one half of total proceeds—for growth, capital support and strategic flexibility; it received no proceeds from shares sold by selling shareholders. On August 12, 2026, it completed an additional $1.22M placement at $30 per share, issuing 40,683 shares.

On August 21, 2026, GBC issued $55.0M aggregate principal amount of 6.75% fixed-to-floating subordinated notes due 2036, structured for Tier 2 capital treatment. Proceeds funded redemption of its 4.125% fixed-to-floating subordinated notes due 2031, redeemed September 15, 2026. The refinancing extends the stated maturity but replaces lower-coupon debt with higher-coupon notes and introduces floating-rate exposure after the first five years.

Operations and other matters

At June 30, 2026, GBC had 275 full-time employees and no part-time employees; none were covered by a collective bargaining agreement. At December 31, 2025, net premises and equipment were $18.6M and operating lease right-of-use assets were $36.6M, with a 12.8-year weighted-average remaining lease term. Its headquarters and substantially all branches are leased, resulting in a long-duration lease footprint. Management reported no pending or known threatened legal proceedings it considered material to financial condition or results of operations.

Supervision and regulation

Regulatory framework and capital

GBC is a Federal Reserve-supervised bank holding company. Its Georgia-chartered, non-Federal Reserve member Bank is primarily supervised by the FDIC and the Georgia Department of Banking and Finance (GDBF). Because the Bank has less than $10 billion in assets, the FDIC—not the CFPB—supervises and enforces its compliance with federal consumer financial protection requirements. Regulation is intended principally to protect depositors, the deposit insurance fund, and the financial system, rather than shareholders; changes in rules, interpretations, examinations, or enforcement could materially affect GBC’s operations and results.

Following the June 1, 2026 Tandem acquisition, GBC’s consolidated assets exceeded $3.0 billion as of June 30, 2026. GBC consequently became subject to Federal Reserve consolidated risk-based capital requirements at the holding-company level and ceased to qualify for the Small Bank Holding Company Policy Statement. The Bank was classified as “well capitalized” under the standard prompt-corrective-action framework at June 30, 2026; the Bank and Company were above applicable well-capitalized standards and met the capital conservation buffer requirements as of June 30, 2026, December 31, 2025, and December 31, 2024. The Bank has not elected the Community Bank Leverage Ratio framework, available to qualifying banks below $10 billion in assets with a leverage ratio above 9%.

The Bank’s well-capitalized thresholds are 6.5% CET1, 8.0% Tier 1, and 10.0% total capital to risk-weighted assets, and a 5.0% leverage ratio; the general minimum leverage ratio is 4.0%. A 2.5% CET1 capital conservation buffer above minimum risk-based ratios can restrict dividends, share repurchases, and discretionary executive bonuses if not maintained. Regulators may require capital above stated minimums based on risk, concentrations, interest-rate exposure, growth, or economic conditions. Falling below requirements can lead to limits on growth, distributions, regulatory approvals, and brokered deposits, as well as capital-restoration requirements and escalating supervisory measures. Federal Reserve guidance also calls for reducing, deferring, or eliminating holding-company dividends when retained earnings or capital needs warrant it.

Concentrations, dividends, and growth

Commercial real estate is a significant exposure: at June 30, 2026, CRE loans were approximately 289.7% of Bank total risk-based capital, while construction, land, and land-development loans were approximately 81.2%. Such concentrations may draw heightened supervisory scrutiny and prompt requirements for stronger controls, higher credit-loss allowances, or additional capital. The Bank reports Board-approved concentration limits, monthly monitoring, semiannual CRE stress tests, annual portfolio reviews, and underwriting focused on stressed project cash flows, valuation, borrower equity, and sponsor strength. It considers its controls appropriate, but the concentration remains an important risk to monitor.

GBC’s principal cash source, apart from securities offerings, is dividends from the Bank. Federal and Georgia rules may limit Bank dividends or require approval, including when Tier 1 capital to average assets is below 6%, current-year dividends exceed 50% of prior-year after-tax profits, or adversely classified assets exceed 80% of Tier 1 capital plus the allowance for loan and lease losses. Regulators may also prohibit dividends considered unsafe or unsound, potentially constraining GBC’s ability to pay shareholder dividends. Acquisitions require prior regulatory approvals and review of competition, pro forma capital, management, financial resources, community needs and CRA performance, systemic risk, and anti-money-laundering effectiveness—making acquisition-led growth dependent on approvals and adequate capital.

Other prudential constraints include limits on loans to a single borrower and restrictions on affiliate and insider transactions. Covered transactions are capped at 10% of Bank capital stock and surplus for any one affiliate and 20% in aggregate; applicable transactions must meet collateral and arm’s-length requirements. GBC has not elected financial holding company status and is generally limited to banking and activities closely related to banking. It also has a source-of-strength obligation to support the Bank financially and managerially if needed. FDIC insurance assessments rose to $2.3 million in 2025 from $1.9 million in 2024; risk-based rates can increase, raising operating expense. Deposits are insured up to $250,000 per depositor, per insured bank, per account-ownership category.

Compliance, community obligations, and technology risk

The Bank is subject to extensive consumer-protection, fair-lending, deposit, credit, collection, disclosure, and mortgage-origination and servicing requirements, even though consumer lending is not a significant business focus. Violations may result in penalties, litigation, loan rescission or invalidation, and assignee liability for certain acquired loans. Mortgage-specific exposures include HOA or condominium “super-priority” liens—which in at least 20 states and the District of Columbia can extinguish a first mortgage for unpaid association fees—as well as predatory-lending, ability-to-repay, and TRID disclosure rules. Certain material disclosure errors may extend a borrower’s rescission right to three years.

The Bank’s most recent CRA evaluation, dated October 30, 2023, was “Satisfactory.” Its FDIC-approved strategic plan sets measurable lending, investment, and community-development service goals, including in low- and moderate-income neighborhoods. A new plan covering January 1, 2026 through December 31, 2028 was approved on February 18, 2026. An unsatisfactory CRA rating could impede or delay expansion.

AML, counter-terrorist-financing, and OFAC obligations require risk-based programs, customer and beneficial-owner verification, transaction monitoring, and sanctions screening; failures can bring significant penalties and reputational harm. The Bank says it has strengthened its systems and procedures and will continue to update controls. Cybersecurity and privacy risks are also increasing with digital banking. A qualifying incident materially disrupting—or reasonably likely to materially disrupt—operations or services must be reported to regulators within 36 hours of determination. After the offering, SEC rules generally require disclosure of a material cybersecurity incident within four business days after determining materiality, with updates as appropriate. More protective state privacy and cybersecurity requirements may also apply. The Bank qualifies for an exception from annual federal privacy notices because it shares nonpublic information only under exceptions not requiring opt-out and has not changed its practices since its last disclosure.

Public-company status and other regulatory matters

GBC is an emerging growth company (EGC) and smaller reporting company (SRC), allowing reduced disclosures, including on executive compensation. EGC status also exempts it from auditor attestation under Sarbanes-Oxley Section 404(b), and GBC has elected the extended transition period for new accounting standards. EGC status is expected to end at the close of the fifth year after the offering, unless earlier triggered by annual gross revenue of at least $1.235 billion (inflation-adjusted), more than $1.0 billion of non-convertible debt issued over three years, or nonaffiliate market value exceeding $700 million at the end of the second quarter. Following the offering, management must assess and report on internal control effectiveness under Section 404(a), beginning with the second annual SEC report. Proposed banking-agency incentive-compensation rules had not been implemented as of June 30, 2026; GBC has adopted a compensation clawback policy consistent with applicable law and Nasdaq standards and intends to rely on eligible EGC exemptions from advisory say-on-pay and related votes.

Management and strategy

Georgia Banking Company’s eight executive officers bring experience in banking, credit, finance, operations, and growth. Management describes the company’s strategy as combining organic expansion and acquisitions with prudent capital management to build a scalable commercial and private banking platform focused on Atlanta.

CEO Bartow Morgan, Jr., who has served since February 2021, led the recapitalization and acquisition that established Georgia Banking Company, raising approximately $180 million in investor capital. Previously, he helped grow BrandBank to more than $2 billion in assets and gained experience in strategic acquisitions, capital formation, and merger integration.

President and COO Richard Fairey, in his role since 2021, oversees operating-strategy execution and infrastructure, including technology, deposit and loan operations, and treasury services. At BrandBank, he helped grow assets from approximately $1 billion to $2.5 billion through business development, customer relationships, and disciplined growth. The company emphasizes operational integration, scalability, process improvement, and infrastructure to support continued organic growth and acquisitions.

Leadership and operating capabilities

In February 2024, David F. Black became Chief Commercial Officer, overseeing loan production across commercial real estate, home builder finance, mortgage warehouse, commercial and financial, private banking, and community banking. He previously served as the Bank’s Chief Risk Officer and Chief Credit Officer. Wesley Reagan succeeded him in those risk and credit roles; before taking them on in February 2024, Reagan had led credit-risk processes as Director of Credit Risk from July 2021. His background includes commercial banking, investment management, lender-finance underwriting, and wholesale lending.

Margaret H. Whieldon became Chief Experience Officer in May 2025, expanding her remit from marketing to customer and employee experience, brand, learning and development, service, and culture. Her prior work at the Bank supported market expansion, acquisition integration, and brand development. Chief Human Resources Officer J. Craig Addison, serving since July 2021, brings financial-services experience in human capital, organizational design, talent management, and strategic planning.

Finance leadership and disclosures

Charles M. DeWitt III became CFO in July 2026 after serving as chairman, president, and CEO of Tandem Bank and Tandem Bancorp. His experience also includes bank leadership, commercial banking, capital markets, and investment banking. Ryan D. Nemec became Chief Accounting Officer in September 2026, bringing bank accounting and SEC-reporting leadership experience, as well as public-accounting audit experience. These appointments mark changes in senior financial-reporting leadership; the filing provides no assessment of their transition effects.

Overall, the biographies highlight experience scaling community banks, managing credit and risk, and integrating operations to support an expansion strategy. The filing reports no family relationships among executive officers and directors and no arrangements or understandings underlying executive selection.

Board composition and director selection

GBC has a nine-member Board, eight of whom are independent under Nasdaq and SEC standards; CEO Bartow Morgan, Jr. is the sole non-independent director. Sarah R. Borders became Board chair in July 2026. Henchy R. Enden joined in June 2026 as Fortress’s designated director under investor-rights provisions tied to the June 2026 private placement. Craig Heiser also joined in June 2026, following the Bank’s acquisition of Tandem, where he had served as a director. Mark Scheinfeld joined in February 2025 after serving on Georgia Primary Bank’s board before its 2025 merger with the Bank.

The Board’s experience spans banking, lending, financial investment, accounting, law, commercial real estate, and entrepreneurship. Selection criteria include integrity, financial and business expertise, independence, diverse backgrounds, relevant specialized skills, and the ability to challenge and oversee management. Audit Committee chair Arthur F. Anton is the designated SEC audit committee financial expert.

Investor agreements constrain shareholder discretion over some nominations, subject to ownership thresholds. Patriot and Morgan each have rights to designate one Board representative and one observer; Fortress has the right to designate one Board representative. GBC has agreed to recommend the designees for election. Deutsch represents Patriot, Enden represents Fortress, and Morgan serves as CEO and director. No director family relationships or other selection arrangements are reported beyond these designation rights.

Committees and risk oversight

The Board’s committees are ALCO, Audit, Compensation, Nominating and Corporate Governance (NCGC), and Risk. Committees operate under written charters, and applicable committees are composed of independent directors.

• ALCO oversees interest-rate risk and asset/liability positioning, including modeling and recommendations on balance-sheet pricing and risk.
• Audit oversees financial reporting, accounting, disclosure and internal controls, internal audit, audits, and related-party matters. It reviews the effectiveness of controls, including disclosure controls, at least quarterly.
• Compensation oversees executive and director pay and incentive plans, as well as human-resources and compensation-related risks. It reviews whether incentive arrangements meet safety-and-soundness requirements and avoid encouraging excessive risk-taking.
• NCGC, composed entirely of members meeting applicable SEC and Nasdaq independence requirements, oversees Board composition and nominations, governance policies and documents, shareholder communications within its remit, executive succession planning, and Board-independence and conflict-of-interest risks.
• Risk, an independent committee, oversees enterprise risk management and credit governance. Its remit includes loan policies, credit approval authority, concentration limits, credit-portfolio quality, operational and technology risks, information security, third-party risk, regulatory compliance, legal matters, and management responses to regulatory examinations and correspondence.

The Board oversees risk directly and through its committees. The Risk Committee assesses the enterprise risk-management program and management’s risk policies, models, reports, and systems. Senior management identifies, measures, manages, and reports strategic, operational, regulatory, investment, and execution risks, and proposes risk-appetite metrics for Board approval.

Governance safeguards

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 officer of that entity serves on GBC’s Board or Compensation Committee. GBC maintains directors’ and officers’ liability insurance and has charter and bylaw provisions limiting liability and providing indemnification in certain circumstances. Its written code of conduct applies to directors, officers, employees, and senior financial officers; the company intends to post legally required disclosures about code amendments or waivers.

Executive compensation

In 2025, CEO Bartow Morgan received $1.667 million in total compensation: $500,000 salary, $650,000 bonus, $500,000 grant-date fair value of RSUs, and $16,825 in other compensation. President and COO Richard Fairey received $1.852 million: $375,000 salary, $1.300 million bonus, $150,000 in RSUs, and $27,287 in other compensation. Fairey’s bonus included a $500,000 non-equity incentive award and an $800,000 one-time bonus. Chief Commercial Officer David Black received $961,945: $375,000 salary, $350,000 bonus, $225,000 in RSUs, and $11,945 in other compensation. RSU figures are ASC 718 grant-date values, not realized proceeds. Other compensation was primarily 401(k) matching contributions.

Annual incentives were weighted 65% toward financial performance and credit quality and 35% toward business-specific strategic objectives, reflecting stated priorities of sustainable growth, profitability, prudent risk management, and shareholder value. 2025 RSU grants were 21,730 to Morgan, 6,519 to Fairey, and 9,778 to Black, generally vesting in equal annual installments over four years subject to continued service. In January 2026, the company granted a further 21,739 RSUs to Morgan, 6,087 to Fairey, and 9,783 to Black.

Equity plans and outstanding awards

On July 28, 2026, the Board approved an amended and restated 2021 Stock Incentive Plan reserving 1,125,000 shares for options, SARs, restricted stock, RSUs, performance awards, and cash awards. The plan is scheduled to terminate April 27, 2031, permits discretionary acceleration of vesting or payment, and provides specified acceleration upon death or disability. Non-employee director compensation under the plan is capped at $500,000 per calendar year. Options and SARs generally cannot be repriced or exchanged for lower-priced awards without shareholder approval.

Following the March 1, 2025 Georgia Primary merger, the company adopted the former Georgia Primary 2017 Long-Term Incentive Plan, which had not been approved by the company’s shareholders. It reserves 139,326 shares. Outstanding options converted at a 0.5870 exchange ratio and became fully vested and exercisable at closing; new incentive stock options under the plan require shareholder approval.

At December 31, 2025, based on a $30.00-per-share value from the company’s most recent comprehensive valuation in 2026, Morgan held 43,816 unvested restricted shares valued at $1.31448 million; Fairey held 6,519 shares valued at $195,570; and Black held 26,196 shares valued at $785,880. Black also held 7,528 exercisable options with a $21.62 exercise price and a March 31, 2032 expiration date. Restricted shares generally vest over four equal annual installments; options vest on the third anniversary of grant.

Employment and change-in-control protections

Morgan’s amended employment agreement has an initial three-year term with automatic one-year renewals unless timely non-renewal notice is given. His current annual base salary is $500,000 and cannot be reduced; his annual cash incentive target cannot be less than 50% of base salary. Upon termination without Cause or resignation for Good Reason, he may receive salary-based severance, the average annual bonus for the preceding three years, a prorated performance-based bonus for the termination year, and partial accelerated equity vesting. For a qualifying termination connected with a change in control, severance is based on three times salary and three times average bonus, with full equity acceleration. Separately, a change in control triggers $2.6 million of additional benefits, equity compensation and/or accelerated vesting for Morgan, payable within 60 days even if he remains employed. Payments are conditioned on a release and may be reduced under 280G/4999 provisions where that produces a better after-tax result.

Morgan, Fairey, and Black are also eligible for severance if terminated without Cause or they resign for Good Reason during the specified change-in-control window—six months before through 12 months after the transaction. Morgan’s cash severance is based on 3× highest recent salary plus 3× average annual bonus; Fairey’s and Black’s are each based on 2× those measures. Eligible awards receive full acceleration, with performance awards converted to service-based awards at target. Benefits are subject to release and restrictive-covenant conditions.

Deferred compensation and director pay

At December 31, 2025, deferred-compensation-plan assets were $4.4 million, versus $3.2 million in 2024, while liabilities were $11.4 million, versus $8.2 million—an unfunded difference of $7.0 million, up from $5.0 million. In FY2025, the company recognized $1.2 million of related revenue in other noninterest income (versus $1.1 million in FY2024) and $3.3 million of salaries and employee-benefit expense (versus $2.8 million), for net expense of $2.1 million compared with $1.7 million. Participants may defer salary, bonuses, commissions, or director fees. Discretionary matching is available for certain stock-tracking deferred bonuses, but NEOs are ineligible for a company match on their own deferrals. The Compensation Committee amended and restated the plan on September 30, 2026.

Non-employee directors generally receive $45,000 annually, and the Board chair receives $75,000. Two directors who joined in connection with the Georgia Primary merger received prorated FY2025 retainers of $37,350 each; a Patriot-representing director’s $45,000 retainer was paid to Patriot. Several directors retired July 28, 2026, while two directors who joined in 2026 received no FY2025 compensation. The company reports adopting a Nasdaq- and Dodd-Frank-compliant clawback policy and anticipates further equity awards, with a policy to address grant timing and material nonpublic information.

Related-Party Transactions and Financial Exposure

• Private placements: Related parties purchased common stock in the April 28, 2023 private placement at $23.00 per share. Listed purchases totaled approximately $19.002 million, led by Commerce Street Financial Partners II, L.P. ($12.500 million), Patriot Financial Partners III, LP ($2.392 million) and CEO and director Bartow Morgan, Jr. ($2.193 million). Other listed purchases ranged from $20,010 to $500,020. In the June 2026 private placement, AllianceBernstein LP purchased $18.0 million. In the August 2026 private placement, director Ryan Glover purchased $400,020; former directors Sunny Park and H. Ross Arnold purchased $250,020 and $200,010, respectively; and former board chair James Lientz purchased $100,020.

• Related-party property leases: The Bank entered into two 20-year leases at the Garden Hills Property in Atlanta, commencing around August 4, 2023. The office lease covers approximately 27,850 rentable square feet and has aggregate base rent of approximately $25.7 million; the branch lease covers approximately 4,500 square feet and has aggregate base rent of approximately $7.5 million. Combined base rent is approximately $34.2 million over the initial terms, with approximately $31.1 million of periodic payments remaining as of December 31, 2025. The property is partly owned by interests associated with CEO and director Morgan and former director J. Littleton Glover, Jr.; their estimated pro rata interests in lease payments are approximately $2.9 million and $4.4 million, respectively. Neither lease provides the Bank a renewal option or an early termination right. The Board approved the leases after independent consultants assessed their market fairness, and interested directors recused themselves.

• Legal services: Mahaffey Pickens Tucker, LLP (MPT), whose founding partner and 19.1% owner is director R. Lee Tucker, provided loan-closing legal services. Borrowers paid MPT approximately $160,000 in FY2023, $244,000 in FY2024 and $194,000 in FY2025; the Company paid MPT approximately $15,800, $0 and $2,300, respectively. In H1 2026, borrowers paid MPT 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, aggregate extensions of credit to directors, executive officers, principal shareholders and their associates were $2.5 million, approximately 0.91% of total equity, with related unfunded commitments of $451,000. The filing states that the loans complied with Regulation O and ordinary-course underwriting and pricing requirements, were performing on their original terms, and did not present more than normal repayment risk.

• Oversight and investor rights: Related-party transactions above $120,000 are subject to written approval policies and applicable banking and SEC/Nasdaq rules, including Federal Reserve Act Sections 23A and 23B, Regulation W and Regulation O. Board review considers fairness, whether the transaction is in the ordinary course, comparability with third-party terms, conflicts of interest and regulatory acceptability. The Company also provides registration, investor, board or information rights to certain significant investors and executives, including Bartow Morgan, Patriot, Fortress and Commerce Street; Commerce Street has a board observer right.

Principal and registered shareholders

As of September 30, 2026, GBC had 10,340,809 common shares outstanding. The offering consists of shares registered for resale by existing shareholders; holders may sell all, some, or none of their shares, and GBC does not control the timing or price of any sales. Beneficial-ownership figures may include equity awards exercisable within 60 days. Some holdings are reported through entities or jointly, so overlapping amounts should not be double-counted.

Directors, officers, and significant holders

The 15 directors and executive officers collectively beneficially owned 2,966,080 shares (26.48% of voting power as reported), of which 2,894,317 shares were registered for resale. Notable individual holdings include:

• James F. Deutsch: 1,642,278 shares beneficially owned and registered (14.43% as reported), associated with Patriot Financial Partners III, LP; Deutsch disclaims beneficial ownership except to the extent of his pecuniary interest.
• Bartow Morgan, Jr.: 780,802 shares beneficially owned (7.41%); 737,667 registered. 543,314 shares are pledged to secure a personal line of credit.
• Mark Scheinfeld: 116,779 shares beneficially owned (1.13%); 115,654 registered.
• Other disclosed director and officer holdings include R. Lee Tucker (78,495; 68,000 registered), Sarah Borders (61,276; 53,260 registered), David Black (55,769; 52,741 registered), Richard Fairey (54,871; all registered, with shares pledged to secure a personal line of credit), Arthur Anton (31,826; all registered), Craig Heiser (25,920; all registered), and Ryan Glover (15,647; all registered). Henchy Enden reported no shares.

Other notable holders include:

• Patriot Financial Partners III, LP: 1,642,278 shares (14.43% as reported), all registered; the reported holding includes warrants for 150,478 non-voting shares, excluded from the ownership percentage.
• Fortress Investment Group: 833,334 shares (4.85% as reported), all registered, including 501,993 voting and 331,341 non-voting shares; the non-voting shares are excluded from the reported percentage.
• AllianceBernstein LP: 656,260 shares (6.35%); Commerce Street Financial Partners II, L.P.: 543,478 (5.26%); Maltese Capital Management, LLC: 461,294 (4.46%); and J. Bradford Smith: 708,414 (6.75%). These amounts are registered for resale.
• Other disclosed holdings include Banc Funds Company (200,000; 1.93%), The Manufacturer’s Life Insurance Company/John Hancock Financial Opportunity Fund (175,000; 1.69%), EJF Capital/EJF Financial Services Fund (120,000; 1.16%), H. Ross Arnold III (115,886; 1.12%), Siena Capital Partners I (75,000), and Ledyard Future of Financials Fund (10,000).

The 461,294 Malta-related shares are held across Malta Hedge Fund (18,348), Malta Hedge Fund II (111,695), Malta Opportunity Fund (108,903), Malta Offshore (20,348), and MCM SPV VIII (202,000). TPA Wingshooter Investors holds 223,174 shares and warrants to purchase an additional 150,478 shares (90,287 and 60,191 warrant shares). Voting and dispositive authority for EJF, Ledyard, and Malta holdings rests with their investment managers or controlling persons; named individuals generally disclaim beneficial ownership beyond their pecuniary interests. Manulife Investment Management holds voting and dispositive authority over John Hancock’s shares, subject to John Hancock Investment Management oversight. Certain holdings are held through trusts or entities, and two couples report the same shares as joint tenants with shared authority, creating overlap in their reported beneficial ownership.

Registration rights

Registration rights agreements were entered into in connection with the Recapitalization and the June 2026 private placement. This registration statement fulfills the filing obligation for qualified holders before the February 17, 2027 deadline; those registration rights will be extinguished when the statement becomes effective. Non-voting common shares automatically convert to voting common shares upon transfer.

Capital stock and potential dilution

As of September 30, 2026, the company was authorized to issue 60.0 million shares, all with $0.01 par value: 40.0 million voting common shares, 10.0 million non-voting common shares and 10.0 million preferred shares. It had 10,340,809 common shares and 331,341 non-voting shares outstanding; no preferred shares had been designated or issued. Outstanding common and non-voting shares are fully paid and nonassessable.

Potential additional issuance includes options exercisable for 146,463 common shares at a weighted-average exercise price of $18.55; warrants for 529,722 shares at a stated weighted-average exercise price of $21.50; 124,232 shares issuable under outstanding restricted stock units; and 176,777 shares under the Deferred Compensation Plan. The warrants comprise 300,956 common shares under Recapitalization Warrants exercisable at $21.62 through February 23, 2031; 150,478 non-voting shares under the Patriot Warrant exercisable at $21.62, with restrictions tied to transfers of voting securities; and 78,288 common shares under Tandem acquisition-related Rollover Warrants exercisable at $20.83. The Rollover Warrants were issued June 1, 2026, are immediately exercisable, and expire on the tenth anniversary of their original November 1, 2019 issue date. Warrant terms include specified cashless-exercise rights and customary adjustments. Regulators may require exercise or forfeiture before stated expiration if the company’s capital falls below minimum regulatory requirements.

Shareholder rights and board authority

Each common share carries one vote; cumulative voting is not permitted. Common holders have no preemptive or subscription rights, redemption rights, sinking-fund provisions or conversion privileges. Common holders share ratably in liquidation proceeds after liabilities and any senior claims. Dividends are discretionary and depend on legally available funds, regulatory and statutory restrictions, and any preferred-stock priority.

Non-voting common ranks equally with common for dividends and liquidation distributions, receiving the same per-share amounts, but generally has no voting or preemptive rights and is not redeemable. It converts one-for-one into common, subject to adjustments and ownership limits: ordinary conversion generally cannot cause a holder and its affiliates to exceed 9.9% ownership or control. Additional conversion rights apply in specified dilutive issuances and permitted transfers; transfers to non-affiliates trigger automatic conversion. If the company repurchases common shares, it must make a pro-rata repurchase offer for non-voting shares.

The board may issue authorized but unissued common, non-voting or preferred shares without further shareholder approval, subject to exchange rules. It may set preferred-stock voting, dividend, liquidation and other preferences. Issuances may support capital raising, acquisitions or employee plans, but could dilute voting power, constrain common dividends, deter a takeover or reduce the chance for shareholders to sell at a premium. The charter and bylaws set board size at 5–25 directors; the board may expand the board and fill resulting vacancies. Special meetings may be called by the board, CEO or holders of at least 15% of votes entitled to be cast in director elections. Advance-notice provisions apply to shareholder nominations and proposals. The board may amend most bylaws, while shareholders may amend or repeal board-adopted bylaws by majority vote. Most covered mergers and business combinations under Georgia law require approval by at least a majority of outstanding common shares and any affected class; the charter and bylaws impose no higher threshold.

Control restrictions and investor arrangements

The company’s charter, bylaws, Georgia law and banking regulation may delay or prevent a change of control and affect the price investors are willing to pay. Banking rules impose additional approval and notice requirements. Bank holding companies generally need Federal Reserve approval before acquiring more than 5% of voting securities; ownership of 25% or more, the ability to elect a majority of directors or other controlling influence may constitute control, and approval may be required for other persons acquiring 10% or more. Regulatory presumptions can apply below 10% when other indicators of control exist. Proposed control acquisitions of an FDIC-insured state-chartered non-member bank generally require 60 days’ prior FDIC notice, with 25% voting ownership or power to direct management among the control tests and a 10% presumption in specified circumstances.

Qualified holders under registration-rights agreements may request resale registration after February 17, 2027; this prospectus’s registration statement satisfies those rights for the shares registered. Certain holders have piggyback rights in future offerings, and Form S-3 resale rights are subject to conditions, including anticipated gross proceeds above $2 million and underwriter limits. The company bears specified registration expenses, including reasonable selling-holder counsel fees capped at $50,000.

Patriot and Bartow Morgan retain board-designation and observer rights while meeting specified ownership thresholds, generally 50% of shares acquired in the Recapitalization or at least 4.9% of outstanding common. Fortress has a board-designation right under its 2026 agreement while meeting a similar threshold—50% of its private-placement shares or at least 4.9% of outstanding common. Certain investors also retain information and inspection rights.

The charter and bylaws provide director liability protections and indemnification, and, subject to limitations, advancement of defense expenses for directors, officers, employees and agents. Securities Act indemnification may be unenforceable as contrary to public policy. The company has applied to list its common stock on Nasdaq under “GBC”; the offering is contingent on listing approval. Broadridge Corporate Solutions is transfer agent and registrar.

Shares Eligible for Future Sale

No established trading market existed for GBC common stock before the offering. The company has applied to list its shares on Nasdaq under the symbol GBC, subject to approval. 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 limit shareholders’ ability to sell shares promptly or at prevailing market prices.

After the sale of all registered shares—including shares subject to options and warrants and non-voting shares convertible upon transfer—11,194,524 common shares will be outstanding. The prospectus registers up to 7,074,016 shares for resale; the remaining 4,120,508 shares are freely tradeable under Rule 144 or other exemptions. Accordingly, all outstanding shares are expected to be freely tradeable after the offering, subject to restrictions applicable to affiliates.

Because this is a direct listing, there is no underwriter-imposed contractual lock-up. Directors, named executive officers, and certain shareholders may nevertheless be subject to Rule 144 and banking-regulation restrictions. The absence of a contractual lock-up, together with the number of shares eligible for resale, could increase near-term selling supply and put pressure on the market price.

Affiliate resales under Rule 144 are generally limited, in any three-month period, to the greater of 1% of shares outstanding—approximately 111,945 shares immediately after the offering—or the average weekly Nasdaq trading volume during the preceding four weeks. Applicable reporting, manner-of-sale, and notice requirements also apply.

GBC intends to file Form S-8 registration statements in connection with, or as soon as practicable after, listing, covering approximately 1,005,992 shares:

• 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 deferred-compensation shares;
• 59,217 shares underlying 2017 Plan options; and
• 59,070 shares underlying awards under the March 1, 2025 standalone option-award amendment.

Shares registered on Form S-8 generally become eligible for public sale upon filing, except when held by affiliates, creating an additional potential source of market supply. Subject to applicable conditions, Rule 701 securities may generally be resold by non-affiliates beginning 90 days after the prospectus date.

Private Sale Price History

Before the proposed Nasdaq listing, no public market existed for GBC common stock, and private trading was limited. Private transaction prices were $23.00 per share in April 2023 and $30.00 per share in June and August 2026.

• April 2023: GBC issued 1,184,021 common shares at $23.00 per share.
• June 2026: GBC issued 963,473 common shares and 331,341 non-voting common shares; selling shareholders sold 1,294,814 common shares. All transactions were at $30.00 per share.
• August 2026: GBC issued 40,683 common shares at $30.00 per share.

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. GBC cautions, however, that the limited private transactions may have little or no relationship to broader market demand, the opening Nasdaq price, or subsequent trading prices. The public price could differ materially from the historical private prices.

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

The company does not expect to pay dividends on its common stock in the foreseeable future. If it makes distributions, they generally are treated as dividends to the extent of current or accumulated earnings and profits. Any excess first reduces the holder’s tax basis; amounts exceeding that basis generally are treated as capital gain.

Dividends paid to Non-U.S. Holders generally face 30% U.S. withholding tax, subject to possible reduction under an applicable income tax treaty when the holder provides proper documentation. Dividends effectively connected with a U.S. trade or business generally are taxed on a net-income basis at regular U.S. rates. Such dividends may also be subject to a 30% branch-profits tax for foreign corporate holders, subject to treaty relief.

Non-U.S. Holders generally are not subject to U.S. tax or withholding on gains from selling the stock, except in certain cases: the gain is effectively connected with a U.S. trade or business; an individual holder is present in the United States for at least 183 days during the taxable year and other conditions apply; or 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 is not currently a USRPHC and does not expect to become one, but cannot provide assurance. USRPHC status depends on the relative fair market values of U.S. real property, non-U.S. real property, and other business assets; a change in status could materially alter the U.S. tax treatment of some Non-U.S. Holders.

FATCA may impose 30% withholding on dividends paid to foreign entities that fail applicable documentation, diligence, and reporting requirements. Although statutory rules address withholding on gross sale proceeds, withholding agents may rely on proposed Treasury Regulations that eliminate FATCA withholding on those proceeds; implementation depends on the withholding agent. Information reporting and backup withholding may also apply to certain payments or sales, depending on factors such as transaction location, broker status, the holder’s U.S. connections, and documentation.

Tax-law changes or differing interpretations could apply retroactively and adversely affect holders. The company has not sought IRS rulings, and the IRS or courts may disagree with its tax positions. This discussion is limited to specified Non-U.S. Holders holding stock as a capital asset; it does not address numerous special-status investors or other tax regimes, including estate and gift, state, local, and non-U.S. taxes.

Plan of Distribution

• Resale registration: The prospectus covers the resale by registered shareholders of up to 7,074,016 common shares, including outstanding shares and shares issuable upon exercise of certain warrants and options. The registration covers shares underlying the warrants, not the warrants themselves. The company will receive no proceeds from these shareholder resales.
• Costs and obligations: The company expects to reimburse financial advisor Performance Trust approximately $150,000 of out-of-pocket expenses for listing-related assistance; no advisory fee is payable in connection with the offering. Other direct-listing and transition costs, including professional fees, will be expensed as incurred. The company has also agreed to indemnification and potential contribution obligations for certain liabilities involving Performance Trust and related parties.
• Direct-listing process: This is a direct listing, not an underwritten IPO. There will be no traditional book-building process or underwritten IPO price. Nasdaq’s opening auction will rely on submitted orders and an indicative Current Reference Price. Performance Trust will assess whether sufficient volume and price discovery exist to proceed and may request a delayed opening. Neither the company nor the registered shareholders will participate in setting the opening price.
• Execution and price risks: Without an IPO price or coordinated book-building, submitted orders and the opening price may be less predictable, and the public share price could be more volatile than in an underwritten IPO or decline rapidly and significantly after listing. The opening depends on adequate pre-opening buy and sell interest; Nasdaq requires at least three registered, active market makers for listing.
• Potential resale supply: Registered shareholders may sell in public markets or individually negotiated transactions and may transfer, distribute, pledge, or assign their shares. Successors may also resell under the prospectus, subject to applicable registration requirements. The company does not expect to know whether or when shareholders will sell, or the prices they may receive, leaving the timing and volume of resale supply uncertain.
• Voting status: Non-voting common shares distributed to transferees automatically convert to voting common shares upon transfer, unless the transferee is restricted from holding voting shares under applicable bank regulatory requirements.

Legal Matters and Additional Information

• Validity of shares: Troutman Pepper Locke LLP of Atlanta will opine on the validity of the common shares being offered. The firm’s partners collectively own 29,765 shares of Georgia Banking Company common stock, a disclosed financial interest.
• Auditor: The company’s consolidated financial statements for FY2025 and FY2024 are included in reliance on the report of Wipfli LLP, its independent registered public accounting firm.
• Registration statement and reporting: The company has filed an S-1 registration statement. The prospectus omits certain information, and investors are directed to the registration statement and its exhibits for further details. Once the registration statement becomes effective, the company will be subject to Exchange Act reporting requirements and intends to provide shareholders annual reports containing audited consolidated financial statements.
• Operating or financial performance metrics: None are provided in this section.

Georgia Banking Company (GBC) — Financial Statements and Notes

Financial position and funding

At June 30, 2026, total assets were $3.2623B, up from $2.7023B at December 31, 2025. Shareholders’ equity increased to $278.659M from $204.914M. Goodwill was $9.732M (from $4.809M) and intangible assets other than goodwill—core deposit intangible—were $10.477M (from $5.656M); derived tangible common equity was $258.450M. Growth reflects acquisitions and expansion in loans and deposits.

Cash and cash equivalents rose to $433.327M from $280.373M. Deposits grew to $2.839B from $2.360B: noninterest-bearing deposits were $667.359M (from $617.388M) and interest-bearing deposits $2.171B. Money market and savings balances increased to $1.078B from $727.623M, while brokered deposits declined to $131.3M from $202.7M. Time deposits at or above the $250,000 FDIC insurance limit increased to $294.2M from $225.8M.

Gross loans increased 21.1% to $2.095513B from $1.730243B; loans net of unearned fees and allowance were $2.060905B versus $1.699360B. Real estate loans totaled $1.580401B, including $892.007M commercial real estate, the largest concentration at about 42.6% of gross loans. Commercial and financial loans were $460.268M and consumer loans $54.844M.

Earnings and cash flow

For the six months ended June 30, 2026, net interest income rose to $55.923M from $46.859M. Interest income was $84.691M from $77.322M, while interest expense declined to $28.768M from $30.463M. The provision for credit losses was $2.208M from $3.171M, including $1.104M for loans and $1.104M for unfunded commitments; net interest income after provision was $53.715M from $43.688M.

Noninterest income was $6.437M from $6.208M, including mortgage banking income of $2.360M from $1.025M and service charges and fees of $1.419M from $1.005M. Noninterest expense increased to $42.180M from $40.800M: salaries and benefits rose to $24.901M from $22.058M, while merger and conversion costs fell to $3.523M from $6.553M. Pretax income increased to $17.972M from $9.096M and net income to $13.296M from $6.731M. Diluted EPS was $1.45 from $0.82.

Operating cash flow was $11.333M, compared with cash used of $9.149M in H1 2025; capital expenditures were $0.122M from $0.547M. Financing activities provided $238.663M, versus cash used of $13.888M, principally reflecting a $224.911M net deposit increase versus a $58.346M decline. Investing activities used $97.042M, versus $96.203M. Mortgage warehouse activity was substantial: loans held for sale purchased or originated were $4.490B and sales were $4.496B, compared with $3.859B and $3.841B, respectively, in H1 2025.

Shares outstanding increased from 8,444,343 to 10,609,235 during H1 2026; in H1 2025 they increased from 7,358,356 to 8,443,220. Tandem-related issuance included 802,407 shares. Stock-based compensation in the cash-flow statement was $0.323M.

Acquisitions, credit and securities

GBC acquired Tandem effective June 1, 2026, for $35.528M: $24.963M in GBC stock/equity awards and $10.565M cash. The preliminary allocation included $321.346M of assets, $290.741M of liabilities and $4.923M of goodwill, not expected to be tax-deductible. Tandem added $253.968M of deposits and $23.000M of FHLB advances. GBC’s earlier PBC acquisition had consideration of $27.069M and generated $4.809M of goodwill. Purchase-price allocations remain subject to estimation. Tandem pro forma H1 revenue net of interest expense and net income were $67.574M and $16.423M for 2026, versus $60.060M and $13.830M for 2025; these unaudited estimates exclude expected synergies and are not forecasts.

The allowance for credit losses was $28.955M, up from $25.574M at year-end; the unfunded-commitment reserve rose to $2.090M from $0.986M. H1 2026 included $1.008M of charge-offs, $31K of recoveries, and initial allowances on seasoned and purchased credit-deteriorated loans. Past-due loans increased to $14.982M from $10.649M, nonaccrual loans to $17.268M from $14.674M, and collateral-dependent loans to $20.882M from $17.927M. Management reported no allowance for credit losses on AFS or HTM securities, attributing AFS unrealized losses to noncredit factors and stating it did not intend to sell and expected to hold them until recovery.

AFS securities were $78.592M amortized cost and $75.087M fair value; HTM securities were $49.360M carrying value and $48.663M fair value. AFS securities in unrealized-loss positions had $52.966M fair value, with $3.533M gross unrealized losses, including $3.083M on securities in loss positions for over 12 months. AFS holdings were concentrated in mortgage-backed securities.

Capital, debt and other exposures

The Company and Bank were both categorized as well capitalized. Company total risk-based capital was 14.32% (13.61% at year-end), CET1 was 10.29% (9.06%), and Tier 1 leverage was 9.43% (7.64%). Subordinated notes, net, were $75.405M and junior subordinated debentures $7.217M. Existing notes include instruments resetting to floating rates; Tandem-acquired notes carry an 8.0% fixed rate through July 2030, then reset to SOFR plus 4.43%.

Contractual commitments and letters of credit totaled $487.076M, up from $394.400M. The Bank had $471.1M of available Federal Reserve discount-window borrowing capacity. On August 21, 2026, GBC issued $55.0M principal of 6.75% fixed-to-floating subordinated notes due 2036, intended for Tier 2 capital treatment and to redeem existing subordinated debt; it also completed a $1.22M private placement in August. GBC reports one aggregated community banking segment, assessed by the CEO using segment net income, with no reconciling items to consolidated net income or total assets.

Georgia Banking Company (GBC) — Financial Statements

FY2025 performance and balance sheet

Wipfli LLP issued an unqualified opinion on the 2025 and 2024 consolidated financial statements; the auditor had served since 2021. The report was dated July 28, 2026.

FY2025 net interest income increased to $102.378M from $71.684M, as interest income rose to $164.872M from $130.412M and interest expense increased to $62.494M from $58.728M. Noninterest income was $10.339M from $7.306M, making net interest income plus noninterest income $112.717M from $78.990M. Loan credit-loss provision declined to $4.521M from $8.120M; FY2024 also included a $0.201M provision for unfunded commitments, versus none in FY2025. Noninterest expense rose to $78.357M from $59.384M, including $6.732M of merger and conversion costs and higher salaries and benefits ($45.922M from $37.779M). Net income increased to $22.080M from $8.456M; basic EPS was $2.68 from $1.15 and diluted EPS $2.62 from $1.12. The effective tax rate was 26.0% from 25.1%.

Total assets were $2.702332B at December 31, 2025, versus $2.263623B a year earlier; shareholders’ equity was $204.914M versus $155.528M. Goodwill was $4.809M (2024: $0); the core deposit intangible, the only other reported intangible asset, was $5.656M net (2024: $0). Implied tangible equity was $194.449M. Net loans increased to $1.699360B from $1.291693B; loans held for sale were $505.360M from $498.227M. Deposits grew to $2.359685B from $1.828625B, including noninterest-bearing deposits of $617.388M from $393.720M. FHLB advances fell to zero from $150.000M. Subordinated notes, net, increased to $63.999M from $54.671M; junior subordinated debentures remained $7.217M.

FY2025 operating cash flow was $23.747M, versus negative $257.987M in FY2024; capital expenditures were $0.970M versus $0.220M. Cash and cash equivalents ended FY2025 at $280.373M, compared with $267.814M at the beginning of the year. Common shares outstanding increased from 7,358,356 to 8,444,343 during FY2025; FY2024 began at 7,307,687 and ended at 7,358,356.

Acquisition, lending and credit quality

GBC completed its acquisition of Primary Bancshares Corporation (PBC) on March 1, 2025, for $27.069M of consideration: 82% stock and 18% cash. GBC issued 873,794 shares and paid $4.160M cash; stock and equity-award consideration was $22.909M. The acquired assets had a fair value of $341.072M, including $253.457M of net loans and $43.378M of AFS securities; liabilities assumed were $318.812M, including $301.402M of deposits. Preliminary acquisition accounting recorded $4.809M goodwill, primarily attributed to expected synergies and not expected to be tax deductible, and a $6.170M core deposit intangible amortized over 10 years. The acquisition included $6.628M par value of purchased credit-deteriorated loans, with $5.264M purchase price and a $1.364M acquisition-date allowance.

Gross loans grew 31.4% to $1.730B from $1.317B. Approximately 73% of the portfolio was secured by real estate, exposing credit and collateral recoveries to local economic and property-market conditions. The allowance for credit losses (ACL) rose to $25.574M from $20.600M, while ACL as a share of gross loans declined to approximately 1.48% from 1.56%. FY2025 provision was $4.521M from $8.120M and net charge-offs were $1.017M from $5.407M, chiefly because FY2024 included a $5.352M commercial-and-financial charge-off. However, past-due loans increased to $10.649M from $2.998M, loans 90 or more days past due to $4.504M from $1.110M, and nonaccrual loans to $14.674M from $7.343M. Commercial-and-financial nonaccruals were $11.410M from $4.660M; no loans 90 or more days past due were still accruing at year-end 2025.

The ACL methodology uses loan-level discounted cash-flow estimates, a one-year economic forecast and one-year reversion, peer loss experience, and management qualitative adjustments. Management identifies construction cost overruns, real-estate weakness, borrower cash-flow stress and limited monitoring of some non-real-estate collateral as risks. A separate reserve for unfunded commitments remained $0.986M.

Securities, funding and capital

AFS securities at year-end 2025 had $54.581M amortized cost and $51.796M fair value, versus $73.741M and $69.708M in 2024; gross unrealized losses narrowed to $2.985M from $4.167M. All year-end 2025 AFS loss positions had lasted over 12 months. Management attributed losses to interest rates and market conditions, not credit deterioration, and reported no intent or expected need to sell before recovery; no credit-loss allowance was recorded. HTM securities were $40.102M amortized-cost carrying value and $40.128M fair value, versus $26.740M and $26.172M in 2024. No HTM allowance was considered necessary.

Time deposits of $520.395M mature in 2026. Time deposits at or above the $250,000 FDIC insurance limit increased to $225.8M from $157.4M; brokered deposits declined to $202.7M from $253.6M, and their weighted-average rate fell to 4.05% from 4.48%. The $55.0M principal subordinated notes carry a fixed 4.125% rate through June 2026, then reset to three-month SOFR plus 3.40%, and mature in 2031. GBC also assumed $10.0M principal of PBC subordinated notes, recorded at $9.0M fair value. The Bank remained well capitalized: total capital was $276.260M (12.74%), versus $197.074M (11.19%) in 2024; Tier 1 and CET1 were each $249.700M (11.52%), versus $175.606M (9.98%).

Business, reporting and subsequent events

GBC operates as a single community-banking segment, serving primarily commercial customers. Its Atlanta-area retail and commercial banking business includes high-volume mortgage warehouse lending; FY2025 warehouse purchases/originations were $8.484593B and loans sold $8.479024B, versus $5.694263B and $5.411437B in FY2024. Warehouse advances are short-term, mortgage-secured and repaid when loans are sold, creating funding and execution sensitivity.

After year-end, GBC completed its Tandem Bancorp merger on June 1, 2026; preliminary acquired fair values included $321.3M assets, $240.1M loans, $290.7M liabilities and $30.6M shareholders’ equity. Purchase accounting remained incomplete. On June 17, 2026, a private placement at $30 per share generated $78M total proceeds: approximately $39M went to selling shareholders and $39M was retained by GBC for growth and strategic expansion; the company issued 1.3M new shares and incurred approximately $2M transaction costs. Management evaluated subsequent events through July 28, 2026.