Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 13, 2026, Colony Bank (“Bank”), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company” and, together with the Bank, the “Company”), entered into an employment agreement with R.…
Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in Fitzgerald, Georgia in 1975, Colony operates locations throughout Georgia and across North Florida, including Tallahassee, Jacksonville, and the Florida Panhandle. Colony Bank offers a range of banking solutions for personal and business customers. In addition to traditional banking services, Colony provides specialized solutions that include mortgage lending, government guaranteed lending, consumer insurance, wealth management, credit cards and merchant services. Colony’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CBAN.” For more information, please visit www.colony.bank. You can also follow the Company on social media.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2026, Colony Bank (“Bank”), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company” and, together with the Bank, the “Company”), entered into an employment agreement with R. Dallis Copeland, Jr., to continue as the President of the Holding Company and the Bank (the “Employment Agreement”). The following is a summary of the material terms of the Employment Agreement.
The Employment Agreement is effective as of September 13, 2026, at which time Mr. Copeland’s prior employment agreement dated September 13, 2024, expired. The Employment Agreement has a two-year term and provides for an annual base salary of $400,000 per year, subject to annual review. Mr. Copeland will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committees of the Bank and Holding Company Boards. Mr. Copeland will also have an opportunity to participate in the benefit plans maintained by the Bank to the extent eligible, subject to the terms and conditions of such plans, and he will be entitled to 27 days of PTO and holidays offered consistent with the Bank’s policies.
Pursuant to the Employment Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and, within twelve months following such change in control, the Company terminates Mr. Copeland’s employment other than for “cause” or “disability” or Mr. Copeland resigns for “good reason” (as such terms are defined in the Employment Agreement), then the Bank will pay to Mr. Copeland an amount equal to two times the sum of Mr. Copeland’s then-current base salary plus an amount equal to the annual bonus paid with respect to the immediately prior calendar year, payable in a single lump sum within 30 days following his termination, subject to Mr. Copeland’s compliance with certain restrictive covenants and execution and non-revocation of a separation agreement and general release of claims against the Company.
Pursuant to the Employment Agreement, if the Company terminates Mr. Copeland’s employment other than for cause or disability or Mr. Copeland resigns for good reason prior to a change in control or more than twelve (12) months following a change in control, then the Bank will pay Mr. Copeland an amount equal to one (1) times Mr. Copeland’s then-current base salary, payable in equal installments over twelve months in accordance with current payroll policies, subject to Mr. Copeland’s compliance with certain restrictive covenants and execution and non-revocation of a separation agreement and general release of claims against the Company.
The Employment Agreement contains certain non-competition, employee and independent-contractor non-recruitment and customer non-solicitation covenants that apply during his employment with the Bank and for 12 months following his termination of employment.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On September 17, 2026, the Company announced the receipt of all required regulatory approvals to complete its previously announced merger with First Reliance Bancshares, Inc. The transaction is expected to close on November 1, 2026, pending shareholder approvals and satisfaction of other customary closing conditions. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) cban-20260917xex99d1.htm
EX-99.1
3
cban-20260917xex99d1.htm
EX-99.1
Exhibit 99.1
COLONY BANKCORP, INC. AND FIRST RELIANCE BANCSHARES, INC. ANNOUNCE REGULATORY APPROVALS RECEIVED FOR MERGER
FITZGERALD, GA. & FLORENCE, S.C. (September 17, 2026) - Colony Bankcorp, Inc. (NYSE: CBAN) (“Colony” or the “Company”), the holding company for Colony Bank, and First Reliance Bancshares, Inc. (OTCQX: FSRL) (“First Reliance”), the holding company for First Reliance Bank, today jointly announced that all regulatory approvals have been obtained for the proposed consolidation in which First Reliance will join forces with and into Colony (the “Merger”).
The consummation of this partnership remains subject to the approval by Colony's shareholders and the approval by First Reliance's shareholders, along with the satisfaction of other customary closing conditions. The special meetings for both companies are scheduled to be held on October 14, 2026.
“Securing regulatory approvals marks a pivotal milestone in bringing Colony Bank and First Reliance Bank together. Our joint integration planning is on track and progressing smoothly, reflecting strong alignment across both management teams,” said Heath Fountain, Colony’s Chi…