Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-287567​

PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of First IC Corporation:

On March 16, 2025, MetroCity Bankshares, Inc., or “MetroCity,” Metro City Bank, First IC Corporation, or “First IC,” and First IC Bank entered into an Agreement and Plan of Reorganization, (which we refer to as the “merger agreement”) pursuant to which First IC will merge with and into MetroCity, with MetroCity surviving the merger (which we refer to as the “merger”). Following the merger, First IC’s wholly-owned banking subsidiary, First IC Bank, a Georgia state-chartered bank, will merge with and into MetroCity’s wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered bank, with Metro City Bank as the surviving bank.

Pursuant to the merger agreement, at the effective time of the merger, all of the outstanding shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity and dissenting shares (as defined in this document), will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, subject to adjustments as provided in the merger agreement (which we refer to as the “cash consideration”) and (ii) 3,384,588 shares of MetroCity common stock, subject to adjustment as provided in the merger agreement (which we refer to as the “stock consideration”), together with cash in lieu of any fractional shares. We refer to the stock consideration and the cash consideration collectively as the merger consideration.

As of the effective time of the merger, each option to purchase shares of First IC common stock, whether vested or unvested, that is then-outstanding and has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date of the merger, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount as calculated pursuant to the terms of the merger agreement. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the option holders.

Although the number of shares of MetroCity common stock that each First IC shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of MetroCity common stock and will not be known at the time First IC shareholders vote on the merger. MetroCity common stock is listed on The Nasdaq Global Select Market (which we refer to as “Nasdaq”) under the symbol “MCBS.” On March 14, 2025, the last full trading day before the public announcement of the merger agreement, based on the last reported sale price of MetroCity common stock of $27.28 per share, the merger consideration represented approximately $22.56 in value for each share of First IC common stock to be converted in the merger, for aggregate merger consideration of approximately $204.6 million. Based on the most recent reported closing sale price of MetroCity common stock on June 3, 2025 of $27.97 per share, the merger consideration represented approximately $22.63 in value for each share of First IC common stock to be converted in the merger, for aggregate merger consideration of approximately $205.3 million. Each of the foregoing examples in the preceding sentence assumes that (i) there are 84,414 unexercised stock options outstanding at the effective time, such that the cash consideration will be reduced by $1,368,000, (ii) there are otherwise no adjustments to the merger consideration, and (iii) that there are no dissenting shares. First IC common stock is quoted on the OTC Expert Market under the symbol “FIEB.” The last sale price of First IC common stock on March 14, 2025, the last full trading day before the public announcement of the merger agreement, was $12.50 per share for First IC common stock, and the most recent reported closing sale price of First IC common stock on May 5, 2025 was $19.05 per share for First IC common stock.

In connection with the merger agreement and the transactions contemplated thereby, First IC is permitted an expense allowance for certain transaction costs incurred in connection with the merger in an amount not to exceed $12,500,000 on a pre-tax basis. In the event that First IC’s transaction costs exceed $12,500,000 as of the close of business on the third (3rd) business day preceding the closing date of the merger, then the cash consideration will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the transaction costs and $12,500,000. If First IC’s transaction costs are less than $12,500,000, then immediately prior to the effective time of the merger, First IC may declare and pay to each holder of

record of First IC common stock a cash dividend for each outstanding share of First IC common stock equal to the quotient of (a) the difference between $12,500,000 and the transaction costs, divided by (b) the aggregate number of shares of First IC common stock issued and outstanding immediately prior to the effective time of the merger, rounded to the nearest cent.

If (i) the average of the closing price per share of MetroCity common stock on Nasdaq for the ten (10) consecutive trading days ending on and including the third (3rd) trading day preceding the closing date of the merger (which we refer to as the “average closing price”) is less than 80% of the average of the closing price per share of MetroCity common stock on Nasdaq for the ten (10) consecutive trading days ending on and including the trading day immediately preceding the date of the merger agreement (which we refer to as the “average initial price”) and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price). As a result, the number of shares of MetroCity common stock that First IC shareholders will receive in the merger may fluctuate with the market price of MetroCity common stock and will not be known at the time First IC shareholders vote on the merger.

Each of MetroCity and First IC intends that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). Accordingly, First IC shareholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of First IC common stock for MetroCity common stock in the merger, except with respect to (i) the cash consideration and (ii) any cash received by such holders in lieu of fractional shares of MetroCity City common stock.

Following the completion of the merger, former First IC shareholders will own approximately 11.8% of the combined company. We urge you to obtain current market quotations for the price of MetroCity common stock on Nasdaq (trading symbol “MCBS”) and First IC common stock, which is quoted on the OTC Expert Market (trading symbol “FIEB”).

First IC will hold its annual meeting of shareholders virtually (which we refer to as the “First IC shareholder meeting”) on July 15, 2025, at 11:00 A.M., local time, where First IC shareholders will be asked to vote upon (i) a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “First IC merger proposal”), (ii) a proposal to elect six directors to serve until the 2026 annual meeting of shareholders (which we refer to as the “First IC director election proposal”), and (iii) a proposal to authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (a) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (b) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to First IC shareholders, or (c) to vote on other matters properly brought before the First IC shareholder meeting (which we refer to as the “First IC adjournment proposal”). The merger cannot be completed unless, among other things, holders of a majority of the outstanding shares of First IC common stock vote to approve the First IC merger proposal. First IC is sending you this proxy statement/prospectus to ask you to vote in favor of these and other matters described in this proxy statement/prospectus.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FIRST IC COMMON STOCK YOU OWN.   To vote your shares of First IC common stock at the First IC shareholder meeting, please follow the voting instructions in the enclosed proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the First IC shareholder meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the First IC shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The First IC board of directors has unanimously (1) determined that the merger is advisable and in the best interests of First IC and its shareholders and (2) approved and adopted the merger agreement and the transactions contemplated thereby. The First IC board of directors unanimously recommends that First IC shareholders vote “FOR” the First IC merger proposal, “FOR” the First IC director election proposal, and “FOR” the First IC adjournment proposal (if necessary or appropriate).

The accompanying proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about MetroCity and First IC and certain related matters. You are encouraged to read the accompanying proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 30 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about MetroCity from documents that have been filed with the U.S. Securities and Exchange Commission and that are incorporated by reference in the accompanying proxy statement/prospectus.

We look forward to a successful completion of the merger and thank you for your prompt attention to this important matter.

Sincerely,

None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either MetroCity or First IC, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is June 6, 2025, and it is first being mailed or otherwise delivered to First IC shareholders on or about June 16, 2025.

 

FIRST IC CORPORATION
5593 Buford Highway
Doraville, Georgia 30340
(770) 451-7200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 15, 2025

To the Shareholders of First IC Corporation:

You are invited to attend the annual meeting (which we refer to as the “First IC shareholder meeting”) of shareholders of First IC Corporation (“First IC”), the parent holding company of First IC Bank, to be held virtually on July 15, 2025 at 11:00 A.M., Eastern Time.

The First IC shareholder meeting has been called for the following purposes:

1.

To approve the Agreement and Plan of Reorganization, dated as of March 16, 2025 (the “merger agreement”), by and among MetroCity Bankshares, Inc. (“MetroCity”), Metro City Bank, First IC, and First IC Bank, pursuant to which First IC will merge with and into MetroCity (which we refer to as the “merger”), with MetroCity surviving the merger, and approve the transactions contemplated thereby, including the merger, each as more fully described in the accompanying proxy statement/prospectus (which we refer to as the “First IC merger proposal”);

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2.

To elect six (6) directors to serve until First IC’s 2026 annual meeting of shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal from office, or death (which we refer to as the “First IC director election proposal”); and

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3.

To authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (i) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (ii) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to First IC shareholders, or (iii) to vote on other matters properly brought before the First IC shareholder meeting (which we refer to as the “First IC adjournment proposal”).

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The First IC board of directors has fixed the close of business on May 29, 2025 as the record date for the First IC shareholder meeting. Only First IC shareholders of record as of the record date are entitled to notice of, and to vote at, the First IC shareholder meeting, or any adjournment or postponement of the First IC shareholder meeting.

We ask that you participate virtually in the First IC shareholder meeting through logging onto https://us06web.zoom.us/j/81584504512?pwd=cbbNDlZn6jK44uhiwpZCyjM2RNR0tK.1. Those planning to attend and participate in the First IC shareholder meeting should log on at least fifteen (15) minutes prior to the start of the First IC shareholder meeting. Logging onto the First IC shareholder meeting through https://us06web.zoom.us/j/81584504512?pwd=cbbNDlZn6jK44uhiwpZCyjM2RNR0tK.1 is the only way shareholders may participate by voting and asking questions at the First IC shareholder meeting.

The affirmative vote of a majority of the outstanding shares of First IC common stock entitled to vote thereon is required to approve the First IC merger proposal. The director nominees will be elected if the votes cast for a director nominee exceeds the votes cast against such director nominee. Assuming a quorum is present, approval of the First IC adjournment proposal (if necessary or appropriate) requires the affirmative vote of at least a majority of the shares of First IC common stock represented at the First IC shareholder meeting and entitled to vote thereon. First IC will transact no other business at the First IC shareholder meeting, except for business properly brought before the First IC shareholder meeting or any adjournment or postponement thereof.

In the event there are not sufficient votes to approve the First IC merger proposal at the time of the First IC shareholder meeting, the First IC shareholder meeting may be adjourned or postponed in order to permit further solicitation of proxies by First IC.

 

 

First IC shareholders must approve the First IC merger proposal in order for the merger to occur. If First IC’s shareholders fail to approve the First IC merger proposal, the merger will not occur. The proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the First IC shareholder meeting, including the election of the directors. Please review the proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 30 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about MetroCity from documents that have been filed with the U.S. Securities and Exchange Commission and that are incorporated by reference in the accompanying proxy statement/​prospectus.

First IC shareholders are entitled to dissenters’ rights under the provisions of the Georgia Business Corporation Code, as amended (the “GBCC”) in connection with the proposed merger. If the merger is completed, shareholders perfecting their dissenters’ rights are entitled, if they have complied with the provisions of the GBCC regarding rights of dissenting shareholders, to be paid the “fair value” of their shares in cash, as provided in the relevant sections of the GBCC. A copy of the applicable statutory provisions of the GBCC is included with the accompanying proxy statement/prospectus as Annex E, and a summary of the provisions can be found under the section of the proxy statement/prospectus entitled “The Merger — Dissenters’ Rights. It is a condition to the consummation of the merger that holders of no more than 10% of the outstanding shares of First IC stock exercise dissenters’ rights.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FIRST IC COMMON STOCK YOU OWN. Whether or not you plan to virtually attend the First IC shareholders meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The First IC board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that First IC shareholders vote “FOR” the First IC merger proposal, “FOR” the First IC director election proposal, and “FOR” the approval of the First IC adjournment proposal (if necessary or appropriate).

By Order of the Board of Directors,

Dong Wook Kim, CFA
President and CEO

Doraville, Georgia
June 6, 2025

EVEN IF YOU PLAN TO ATTEND THE FIRST IC SHAREHOLDER MEETING VIRTUALLY, PLEASE VOTE BY MAIL BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

 

 

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about MetroCity from documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by MetroCity at no cost from the SEC’s website at http://www.sec.gov. MetroCity has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the address set forth below. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting MetroCity at the contact information set forth below:

MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, GA 30340
Attn: Chief Financial Officer
Telephone: (678) 580-6414

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the First IC shareholder meeting, or July 8, 2025.

If you have any questions about the merger agreement, the merger, the First IC shareholder meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of First IC common stock, please contact Edward Briscoe, Chief Financial Officer of First IC, at (770) 451-7200 or by email to ed.briscoe@firsticbank.com.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated June 6, 2025, and you should assume that the information in this proxy statement/​prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this document to the shareholders of First IC nor the issuance by MetroCity of shares of MetroCity common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding First IC has been provided by First IC and information contained in this document regarding MetroCity has been provided by MetroCity. See “Where You Can Find More Information” beginning on page 142 for more details.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger and the First IC shareholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus, including the annexes and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section may not provide all the information that might be important to you in determining how to vote.

Unless the context otherwise requires, references in this proxy statement/prospectus to “MetroCity” refer to MetroCity Bankshares, Inc., a Georgia corporation, and its subsidiaries, including Metro City Bank, a Georgia state-chartered bank and the wholly-owned subsidiary of MetroCity Bankshares, Inc. Additionally, unless the context otherwise requires, references to “First IC” refer to First IC Corporation, a Georgia corporation, and its subsidiaries, including First IC Bank, a Georgia state-chartered bank and the wholly-owned subsidiary of First IC Corporation.

Q:

What is the merger?

​

A:

MetroCity, Metro City Bank, First IC and First IC Bank entered into the Agreement and Plan of Reorganization on March 16, 2025 (as it may be amended from time to time, the “merger agreement”) pursuant to which First IC will merge with and into MetroCity, with MetroCity continuing as the surviving entity (which we refer to as the “merger”). Following the merger, First IC’s wholly-owned banking subsidiary, First IC Bank, a Georgia state-chartered bank, will merge with and into MetroCity’s wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered bank, with Metro City Bank as the surviving bank (which we refer to as the “bank merger”).

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First IC will hold its annual meeting of shareholders virtually (which we refer to as the “First IC shareholder meeting”) to obtain, among other things, the required shareholder approvals in connection with the merger, and you are being provided with this proxy statement/prospectus in connection with that shareholder meeting. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the merger agreement in their entirety.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

We are delivering this document to you because it is a proxy statement being used by the First IC board of directors to solicit proxies of First IC shareholders in connection with approval of the First IC merger proposal, the First IC director election proposal, and the First IC adjournment proposal (if necessary). In order to complete the merger, among other things, First IC shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger. Holder of First IC common stock are also being asked to elect six directors to serve until the 2026 annual meeting of shareholders.

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In order to approve the merger agreement and related matters, First IC has called a virtual meeting of its shareholders. This document serves as the proxy statement for the First IC shareholder meeting and describes the proposals to be presented at the meeting.

This document is also a prospectus that is being delivered to First IC shareholders because MetroCity is offering shares of its common stock to First IC shareholders in connection with the merger.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the First IC shareholder meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:

What will First IC shareholders receive in the merger?

​

A:

If the merger is completed, all of the outstanding shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity and shares which are held by persons who have properly exercised, and not withdrawn or waived, dissenters’ rights (which we refer to as “dissenting

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1

 

shares”), will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, subject to adjustments as provided in the merger agreement, which we refer to as the cash consideration, and (ii) 3,384,588 shares of MetroCity common stock, subject to adjustment as provided in the merger agreement, which we refer to as the stock consideration, together with cash in lieu of any fractional shares. We refer to the stock consideration and the cash consideration collectively as the merger consideration. An illustration of the value of the per share merger consideration as of (i) the last trading date prior to the announcement of the merger, and (ii) the latest practicable trading date before the date of this proxy statement/prospectus is reflected in following table:

(1)

Assumes there is no adjustment to the stock consideration. For a discussion of the possible adjustments to the merger consideration, see the section of this document entitled “The Merger Agreement — Merger Consideration,” beginning on page 71.

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(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

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(3)

Assumes that the First IC transaction costs do not exceed $12,500,000. For a discussion of the possible adjustments to the merger consideration, see the section of this document entitled “The Merger Agreement — Merger Consideration,” beginning on page 71.

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(4)

Assumes that there are 84,414 unexercised stock options outstanding at the effective time, such that the cash consideration will be reduced by $1,368,000.

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(5)

Assumes that there are 84,414 unexercised stock options outstanding at the effective time, such that the cash consideration will be reduced by $1,373,986.

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(6)

The last full trading day before public announcement of the merger agreement.

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(7)

The latest practicable trading day before the date of this document.

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In connection with the merger agreement and the transactions contemplated thereby, First IC is permitted an expense allowance for certain transaction costs incurred in connection with the merger in an amount not to exceed $12,500,000 on a pre-tax basis. In the event that First IC’s transaction costs exceed $12,500,000 as of the close of business on the third (3rd) business day preceding the closing date of the merger, then the cash consideration will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the transaction costs and $12,500,000. If First IC’s transaction costs are less than $12,500,000, then immediately prior to the effective time of the merger, First IC may declare and pay to each holder of record of First IC common stock a cash dividend for each outstanding share of First IC common stock equal to the quotient of (a) the difference between $12,500,000 and the transaction costs, divided by (b) the aggregate number of shares of First IC common stock issued and outstanding immediately prior to the effective time of the merger, rounded to the nearest cent.

If (i) the average of the closing price per share of MetroCity common stock on Nasdaq for the ten (10) consecutive trading days ending on and including the third (3rd) trading day preceding the closing date of the merger (which we refer to as the “average closing price”) is less than 80% of the average of the closing price per share of MetroCity common stock on Nasdaq for the ten (10) consecutive trading days ending on and including the trading day immediately preceding the date of the merger agreement (which we refer to as the “average initial price”) and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the

 

2

 

sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price).

MetroCity will not issue any fractional shares of MetroCity common stock in the merger. Instead, a First IC shareholder who otherwise would have received a fraction of a share of MetroCity common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the fractional share interest to which such shareholder would otherwise be entitled to receive by (2) the volume-weighted average of the closing price per share of MetroCity common stock as reported on Nasdaq during the ten (10) consecutive trading days ending on the third (3rd) trading day prior to closing (rounded to the nearest whole cent as provided by Bloomberg L.P.).

Q:

What happens to outstanding First IC equity awards in the merger?

​

A:

At the effective time of the merger, each option to purchase shares of First IC common stock (which we refer to as an “option”), whether vested or unvested, that is then-outstanding and which has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount equal to the product of (i) the number of shares of First IC common stock provided for in each such option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined below) over (y) the exercise price of such stock option. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the option holders. Any option for which the exercise price exceeds the per share cash equivalent consideration shall be cancelled as of the effective time of the merger without payment.

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For purposes of the merger agreement, “per share cash equivalent consideration” means the sum of (i) the per share portion of the cash consideration and (ii) the product of (x) 0.3732 multiplied by (y) the volume-weighted average of the closing price per share of MetroCity common stock as reported on Nasdaq during the ten (10) consecutive trading days ending on the third (3rd) trading day prior to closing (rounded to the nearest whole cent as provided by Bloomberg L.P.).

Q:

Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

​

A:

Yes. Although the number of shares of MetroCity common stock that each First IC shareholder will receive is fixed, the market value of the per share merger consideration will fluctuate with the market price of MetroCity common stock and will not be known at the time First IC shareholders vote on the merger. MetroCity common stock is listed on Nasdaq under the symbol “MCBS” In addition, (i) if the average closing price of MetroCity common stock is less than 80% of the average initial price of MetroCity common stock and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price).

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Q:

What will happen to shares of MetroCity common stock in the merger?

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A:

Nothing.   Each share of MetroCity common stock outstanding will remain outstanding as a share of MetroCity common stock following the effective time of the merger.

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Q:

When and where is the First IC shareholder meeting?

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A:

The First IC shareholder meeting will be held virtually on July 15, 2025, at 11.00 A.M., local time. The meeting will be held in an online-only virtual format. To access the First IC shareholder meeting, please log on to https://us06web.zoom.us/j/81584504512?pwd=cbbNDlZn6jK44uhiwpZCyjM2RNR0tK.1 at least fifteen (15) minutes prior to the start of the First IC shareholder meeting.

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3

 

Q:

What are First IC shareholders being asked to vote on and why is this approval necessary?

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A:

First IC shareholders are being asked to vote on the following proposals at the First IC shareholder meeting:

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•

the approval of the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “First IC merger proposal”);

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•

the election of (6) directors to serve until First IC’s 2026 annual meeting of shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal from office, or death (which we refer to as the “First IC director election proposal”); and

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•

to authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (i) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (ii) if adjournment is necessary or appropriate, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to First IC shareholders, or (iii) to vote on other matters properly brought before the First IC shareholder meeting (the “First IC adjournment proposal”).

​

Each director and executive officer of First IC and First IC Bank who owns shares of First IC common stock (which collectively constitute approximately 25.0% of the outstanding shares of First IC common stock) as of the record date has entered into a voting agreement with MetroCity agreeing to, among other things, vote their shares of First IC common stock in favor of approval of the merger agreement and the transactions contemplated thereby and against approval of any acquisition proposal or any other proposal made in opposition to or in competition with the voting agreement or the merger agreement.

Shareholder approval of the First IC merger proposal is required for completion of the merger. First IC will transact no other business at the First IC shareholder meeting, except for business properly brought before the First IC shareholder meeting or any adjournment or postponement thereof.

Q:

Who is entitled to vote at the First IC shareholder meeting?

​

A:

All holders of First IC common stock who held shares at the close of business on May 29, 2025 (which we refer to as the “record date”) are entitled to receive notice of and to vote at the First IC shareholder meeting, provided that such shares of First IC common stock remain outstanding on the date of the First IC shareholder meeting.

​

Q:

What constitutes a quorum at the First IC shareholder meeting?

​

A:

The presence, in attendance virtually or represented by proxy, of at least a majority of the outstanding shares of First IC common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the First IC shareholder meeting.

​

Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists.

Q:

What vote is required to approve each proposal at the First IC shareholder meeting?

​

A:

First IC merger proposal:   Approval of the First IC merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of First IC common stock outstanding and entitled to vote thereon. If you fail to vote virtually or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy, with respect to the First IC merger proposal, it will have the same effect as a vote “AGAINST” the First IC merger proposal. First IC shareholders must approve the First IC merger proposal in order for the merger to occur. If First IC shareholders fail to approve the First IC merger proposal, the merger will not occur.

​

First IC director election proposal:   For the First IC director election proposal, director nominees are elected if the votes cast for a director nominee exceeds the votes cast against such director nominee. If

 

4

 

you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the First IC shareholder meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC director election proposal, you will not be deemed to have cast a vote with respect to the First IC director election proposal and it will have no effect on the First IC director election proposal.

First IC adjournment proposal:   Assuming a quorum is present, approval of the First IC adjournment proposal requires the affirmative vote of a majority of the outstanding shares of First IC common stock entitled to vote thereon and represented virtually or by proxy at the First IC shareholder meeting. If you fail to vote virtually or by proxy or fail to instruct your bank, broker or other nominee to vote; you will not be deemed present and it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy, with respect to the First IC adjournment proposal, you will be deemed present but will not be deemed to have cast a vote with respect to such proposal, and it will have the same effect as a vote “AGAINST” the First IC adjournment proposal. First IC shareholders are not required to approve the First IC adjournment proposal in order for the merger to occur. If First IC shareholders fail to approve the First IC adjournment proposal, but approve the First IC merger approval, the merger may nonetheless occur.

Q:

Will the shares of MetroCity common stock that First IC shareholders receive in the merger be freely transferable?

​

A:

Yes.   The MetroCity common stock issued in the merger will be transferable free of restrictions under federal and state securities laws.

​

Q:

What are the conditions to completion of the merger?

​

A:

The obligations of First IC and MetroCity to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including, among others, the receipt of required regulatory approvals, tax opinions, and the approval of the First IC merger proposal by First IC shareholders. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 86.

​

Q:

When will the merger be completed?

​

A:

We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals and approval of the First IC merger proposal by First IC shareholders. While we expect the merger to be completed in the fourth quarter of 2025, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing.

​

Q:

How does the First IC board of directors recommend that I vote?

​

A:

The First IC board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that First IC shareholders vote “FOR” the First IC merger proposal, “FOR” the First IC director election proposal and “FOR” the First IC adjournment proposal (if necessary or appropriate).

​

Q:

What do I need to do now?

​

A:

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly using the enclosed proxy card so that your shares are represented and voted at the First IC shareholder meeting. If you hold your shares in your name as a shareholder of record, in order to vote your shares you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote virtually at the First IC shareholder meeting will need to obtain a legal proxy from the institution that holds their shares.

​

 

5

 

Q:

How many votes do I have?

​

A:

First IC shareholders are entitled to one vote on each proposal to be considered at the First IC shareholder meeting for each share of First IC common stock owned as of the record date.

​

Q:

How do I vote?

​

A:

If you are a shareholder of record of First IC as of May 29, 2025, the record date, you may vote by proxy before the First IC shareholder meeting by completing, signing, dating and returning the enclosed proxy card to First IC using the enclosed postage-paid envelope, or by delivering your proxy card in person to First IC, at First IC’s principal office, located at 5593 Buford Highway, Doraville, Georgia 30340, Edward Briscoe, Chief Financial Officer.

​

If you intend to submit your proxy by mail, your completed proxy card must be received prior to the First IC shareholder meeting.

If you are a shareholder of record of First IC as of the record date, you may also cast your vote virtually at the First IC shareholder meeting. If you plan to attend the First IC shareholder meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. Whether or not you intend to be present virtually at the First IC shareholder meeting, you are urged to complete, sign, date and return the enclosed proxy card to First IC in the enclosed postage-paid envelope as soon as possible. If you are then present and wish to vote your shares virtually, your original proxy may be revoked by attending and voting at the First IC shareholder meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares virtually at the First IC shareholder meeting.

Q:

What is the difference between a shareholder of record and a “street name” holder?

​

A:

If you are a shareholder of First IC and if your shares of First IC common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares of stock. If your shares of stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” If your shares are held in street name, this proxy statement/prospectus and the proxy card, as applicable, have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

​

Q:

If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

​

A:

No.   Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card directly to First IC or by voting virtually at the First IC shareholder meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

​

Q:

How are broker non-votes and abstentions treated?

​

A:

Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting

​

 

6

 

power with respect to that item and has not received voting instructions from the beneficial owner. The First IC merger proposal, the First IC director election proposal and the First IC adjournment proposal are each non-routine matters, and a broker or nominee does not have discretionary voting power with respect to the proposals. As a result, we do not expect any broker non-votes at the First IC shareholder meeting.

Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the First IC merger proposal because Georgia law requires the merger proposal be approved by the affirmative vote of the holders of a majority of the outstanding shares of First IC common stock outstanding and entitled to vote thereon. Abstentions will have the effect of a vote “AGAINST” the First IC adjournment proposal, while broker non-vote will have no effect on the First IC adjournment proposal. Abstentions and broker non-votes will have no effect on the First IC director election proposal.

Q:

What will happen if I return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of First IC common stock represented by your proxy will be voted as recommended by the First IC board of directors with respect to such proposals.

​

Q:

Can I change my vote?

​

A:

Yes.   If you are the record holder of your First IC shares, you may revoke your proxy in any one of three ways: (1) you may submit another properly completed proxy card bearing a later date which is received prior to the First IC shareholder meeting; (2) you may send a written notice which is received prior to the First IC shareholder meeting that you are revoking your proxy to: First IC Corporation, 5593 Buford Highway, Doraville, Georgia 30340, Attention: Edward Briscoe, Chief Financial Officer; or (3) you may attend the First IC shareholder meeting virtually and notify the election officials that you wish to revoke your proxy and vote virtually. However, your attendance at the First IC shareholder meeting will not, by itself, revoke your proxy.

​

If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

Q:

Will First IC be required to submit the First IC merger proposal to its shareholders even if First IC’s board of directors has withdrawn, modified or qualified its recommendation?

​

A:

Yes.   Unless the merger agreement is terminated before the First IC shareholder meeting or First IC determines in good faith, after consultation with its outside counsel and, with respect to financial matters, its financial advisor, that it would be inconsistent with its fiduciary duties under applicable law, First IC is required to submit the First IC merger proposal to its shareholders even if First IC’s board of directors has withdrawn, modified or qualified its recommendation.

​

Q:

Do First IC directors and executive officers have interests in the merger that are different from, or in addition to, the interests of First IC shareholders?

​

A:

Yes.   In considering the recommendation of the First IC board of directors with respect to the merger agreement, you should be aware that First IC’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of First IC shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of First IC shareholders include, but are not limited to, (i) payments under existing change-in-control severance agreements with First IC for certain executive officers, (ii) the accelerated vesting of equity awards issued to certain executive officers of First IC, and (iii) the right to continued indemnification and insurance coverage under the merger agreement. For further information, see “The Merger — Interests of First IC’s Directors and Executive Officers in the Merger” beginning on page 63.

​

Q:

Are First IC shareholders entitled to dissenters’ rights?

​

A:

Yes.   Under Georgia law, record holders of shares of First IC common stock have the right to

​

 

7

 

demand in writing the payment in cash of the “fair value” of their shares as determined by an appraisal process. To exercise those dissenters’ rights, a First IC shareholder must follow exactly the procedures specified under Georgia law. These procedures are summarized in this proxy statement/prospectus. In addition, the text of the applicable provisions of Georgia law is included as Annex E to this document. The value determined in the appraisal process may be more or less than the value a First IC shareholder would receive in the merger under the terms of the merger agreement. Failure to strictly comply with the applicable Georgia law provisions will result in the loss of dissenters’ rights. For further information, see “The Merger — Dissenters’ Rights” on page 67.

Pursuant to the merger agreement, MetroCity will be permitted to terminate the merger agreement and abandon the merger if dissenters’ rights are properly asserted with respect to 10% or more of the outstanding shares of First IC common stock.

Q:

What are the U.S. federal income tax consequences of the merger to First IC shareholders?

​

A:

The merger is intended to qualify, and the obligations of the parties to complete the merger are conditioned upon the receipt of a tax opinion from their respective counsel to the effect that the merger will qualify, as a reorganization within the meaning of Section 368(a) of the Code. Neither MetroCity nor First IC intends to waive this opinion condition to its obligation to consummate the merger. If either MetroCity or First IC waives this condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to First IC shareholders have materially changed, MetroCity and First IC will recirculate appropriate materials to resolicit the votes of First IC shareholders.

​

First IC shareholders generally will not recognize gain or loss with respect to the merger consideration that they receive in the merger, except with respect to (i) the cash consideration they receive and (ii) any cash they receive in lieu of receiving a fractional share of MetroCity common stock. A First IC shareholder who receives solely cash, or who receives a mix of cash and MetroCity common stock, in exchange for its shares of First IC common stock will generally recognize gain or loss on the exchange in an amount equal to the difference between the cash consideration received and that holder’s adjusted tax basis in the shares of First IC common stock exchanged therefor (not to exceed the amount of cash consideration received in the merger). In addition, First IC shareholders may recognize gain or loss with respect to any cash received in lieu of fractional shares of MetroCity common stock. See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 95. This tax treatment may not apply to all First IC shareholders. Determining the actual tax consequences of the merger to First IC shareholders can be complicated and will depend on the particular circumstances of each First IC shareholder. First IC shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each shareholder.

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of First IC common stock will not receive any consideration for their shares in connection with the merger. Instead, First IC will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, First IC may be required to pay a termination fee. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page 89 for a discussion of the circumstances under which termination fees will be required to be paid.

​

Q:

What happens if I sell my shares after the record date but before the First IC shareholder meeting?

​

A:

The record date is earlier than the date of the First IC shareholder meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of First IC common stock after the record date but before the date of the First IC shareholder meeting, you will retain your right to vote at the First IC shareholder meeting (provided that such shares remain outstanding on the date of the First IC shareholder meeting), but you will not have the right to receive the merger consideration to be received by First IC shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of First IC common stock through completion of the merger.

​

 

8

 

Q:

If I am a First IC shareholder, should I send in my First IC stock certificates now?

​

A:

No.   Please do not send in your First IC stock certificates with your proxy. After the merger, MetroCity’s exchange agent, Computershare Trust Company, N.A., will send you instructions for exchanging First IC stock certificates for your portion of the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page 73.

​

Q:

Who may I contact if I cannot locate my First IC stock certificate(s)?

​

A:

If you are unable to locate your original First IC stock certificate(s), you should contact First IC Corporation, 5593 Buford Highway, Doraville, Georgia 30340, Attention: Chief Financial Officer. Generally, merger consideration for lost certificates cannot be delivered except upon the making of an affidavit claiming such certificate to be lost, stolen or destroyed and the posting of a bond in such amount as MetroCity or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost certificate.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of stock that you own.

​

Q:

Whom should I call with questions?

​

A:

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of First IC common stock, please contact Edward Briscoe, Chief Financial Officer of First IC, at (770) 451-7200 or by email to ed.briscoe@firsticbank.com.

​

 

9

 

10

 

Date

​

​

Closing Price of MetroCity Common Stock

​

​

Stock Consideration(1)

​

​

Per Share Stock Consideration(2)

​

​

Implied Value of Per Share Stock Consideration(1)

​

​

Cash Consideration(3)

​

​

Per Share Cash Consideration(3)

​

​

Implied Value of Per Share Merger Consideration(3)

​

March 14, 2025(6)

​

​

​

$

27.78

​

​

​

3,384,588 shares

​

​

0.3732 shares

​

​

​

$

10.37

​

​

​

​

$

110,597,213(4)

​

​

​

​

$

12.19(4)

​

​

​

​

$

22.56(4)

​

​

June 3, 2025(7)

​

​

​

$

27.97

​

​

​

3,384,588 shares

​

​

0.3732 shares

​

​

​

$

10.44

​

​

​

​

$

110,591,227(5)

​

​

​

​

$

12.19(5)

​

​

​

​

$

22.63(5)

​

​

11

 

12

 

13

 

​

14

 

​

15

 

16

 

17

 

Date

​

​

Closing Price of MetroCity Common Stock

​

​

Stock Consideration(1)

​

​

Per Share Stock Consideration(2)

​

​

Implied Value of Per Share Stock Consideration(1)

​

​

Cash Consideration(3)

​

​

Per Share Cash Consideration(3)

​

​

Implied Value of Per Share Merger Consideration(3)

​

March 14, 2025(6)

​

​

​

$

27.78

​

​

​

3,384,588 shares

​

​

0.3732 shares

​

​

​

$

10.37

​

​

​

​

$

110,597,213(4)

​

​

​

​

$

12.19(4)

​

​

​

​

$

22.56(4)

​

​

June 3, 2025(7)

​

​

​

$

27.97

​

​

​

3,384,588 shares

​

​

0.3732 shares

​

​

​

$

10.44

​

​

​

​

$

110,591,227(5)

​

​

​

​

$

12.19(5)

​

​

​

​

$

22.63(5)

​

​

18

 

UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of MetroCity and First IC and have been prepared to illustrate the financial effect of the merger of First IC with and into MetroCity. The following unaudited pro forma condensed combined financial statements combine the historical consolidated financial position and results of operations of MetroCity and its wholly owned subsidiary, Metro City Bank, and First IC and its wholly owned subsidiary, First IC Bank, as an acquisition by MetroCity of First IC using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of First IC will be recorded by MetroCity at their respective fair values as of the date the merger is completed.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

the accompanying notes to the unaudited condensed combined pro forma financial information;

​

•

the historical audited consolidated financial statements of MetroCity and the related notes included in MetroCity’s Annual Report on Form 10-K as of and for the year ended December 31, 2024 as filed with the SEC;

​

•

the historical audited consolidated financial statements of First IC and the related notes as of and for the year ended December 31, 2024 included elsewhere in this Form S-4;

​

•

the historical unaudited interim consolidated financial statements of MetroCity and the related notes included in MetroCity’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025 as filed with the SEC; and

​

•

the historical unaudited interim consolidated financial statements of First IC and the related notes as of and for the three months ended March 31, 2025 included elsewhere in this Form S-4.

​

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on March 31, 2025. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2025 and the year ended December 31, 2024 give effect to the transaction as if the transaction had become effective on January 1, 2024.

The pro forma financial statements are provided for informational purposes only. The pro forma financial statements are not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the transactions been completed as of the dates indicated or that may be achieved in the future. The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the pro forma financial statements.

These unaudited pro forma condensed combined financial statements reflect the merger of First IC with and into MetroCity based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma financial statements do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The results of operations of the combined company will be reported prospectively following completion of the merger. Under the acquisition method of accounting, the assets and liabilities of First IC, as of closing, will be recorded by MetroCity at their estimated fair values and any excess of the merger consideration over the fair value of First IC’s net assets will be allocated to goodwill, if applicable.

 

19

 

METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(in thousands)

 

20

 

METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(in thousands, except per share data)

 

21

 

METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(in thousands, except per share data)

 

22

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1.   Estimated Merger Costs

Estimated merger costs of $14.9 million (net of $4.0 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both MetroCity and First IC are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows.

Note 2.   Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined balance sheet as of March 31, 2025, as follows:

(a)

Represents total cash consideration paid in conjunction with the merger.

​

(b)

Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the credit related adjustment for non-purchased credit-deteriorated (“non-PCD”) loans.

​

(c)

Adjustments to the allowance for credit losses include the following:

​

​

(d)

Adjustment to establish goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.

​

(e)

Adjustment to reflect approximately $18.2 million of core deposit intangibles at the preliminary estimated fair value.

​

(f)

Adjustment to recognize net deferred tax assets associated with the fair value adjustments recorded in the merger.

​

(g)

Adjustment to reflect the estimate of fair value on time deposits.

​

 

23

 

(h)

Adjustments to shareholders’ equity:

​

Note 3.   Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined income statements for the year ended December 31, 2024, and for the three months ended March 31, 2025, as follows:

(a)

Adjustment reflects the yield adjustment for interest income on loans.

​

(b)

Adjustment reflects the yield adjustment for interest income on investment securities

​

(c)

Adjustment represents lost interest on cost of cash on the cash consideration paid at merger close.

​

(d)

Adjustment reflects yield adjustment for interest expense on time deposits.

​

(e)

Adjustment to record provision for credit losses on non-PCD acquired loans.

​

(f)

Adjustment reflects the net increase in amortization of other intangible assets for the acquired core deposit intangible asset. The cost savings expected from the merger are not reflected in the adjustment amount for Other Expenses.

​

(g)

Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 27.0%.

​

(h)

Adjustment to weighted-average shares of MetroCity’s common stock outstanding to eliminate weighted-average shares of First IC common stock outstanding and to reflect the estimated number of shares of MetroCity’s common stock to be issued to holders of First IC common stock using an exchange ratio of 0.3732.

​

Note 4.   Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation

Estimated Merger Consideration

The total preliminary merger consideration is calculated as follows:

(1)

Represents the estimated fair value of 3,384,588 shares of MetroCity common stock to be issued to First IC shareholders pursuant to the merger agreement. This estimate is based on the number of eligible shares of First IC common stock as of March 31, 2025 at a 0.3732 exchange ratio and MetroCity’s closing stock price of $27.78 as of March 14, 2025, the last trading day before the public announcement of the merger agreement.

​

The total estimated merger consideration could significantly differ from the amounts presented in the unaudited pro forma financial statements due to fluctuations in MetroCity’s common stock price up to the effective date.

 

24

 

Preliminary Purchase Price Allocation

The following table sets forth a preliminary allocation of the estimated merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of First IC based on First IC’s unaudited consolidated balance sheet as of March 31, 2025, with the excess recorded to goodwill:

                 

 

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER COMMON SHARE DATA

The historical per share data for MetroCity common stock and First IC common stock below has been derived from the unaudited interim consolidated financial statements of each of MetroCity and First IC as of and for the three months ended March 31, 2025 and the audited consolidated financial statements of each of MetroCity and First IC as of and for the year ended December 31, 2024, which, with respect to MetroCity, is incorporated by reference herein, or with respect to First IC, is included with this proxy statement/prospectus.

The unaudited pro forma combined per share data set forth below gives effect to the merger as if it had occurred on January 1, 2024, the beginning of the earliest period presented, in the case of continuing net income per share data, and as of March 31, 2025, in the case of book value per share data, assuming that each outstanding share of First IC common stock had been converted into shares of MetroCity common stock based on the exchange ratio of 0.3732 shares of MetroCity common stock for each share of First IC common stock. The unaudited pro forma combined per share data has been derived from the unaudited interim consolidated financial statements for each of MetroCity and First IC as of and for three months ended March 31, 2025 and the audited consolidated financial statements of each of MetroCity and First IC as of and for the year ended December 31, 2024.

The unaudited pro forma combined per share data has been derived using the acquisition method of accounting. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information. Accordingly, the pro forma adjustments reflect the assets and liabilities of First IC at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth below.

The unaudited pro forma combined per share data does not purport to represent the actual results of operations that the combined company would have achieved had the merger been completed during these periods or to project the future results of operations that the combined company may achieve after the merger. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. The unaudited pro forma combined per share equivalent data set forth below shows the effect of the merger from the perspective of an owner of First IC common stock.