As filed with the Securities and Exchange Commission on September 15, 2025

Registration No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its charter)

115 South Grant Street
Fitzgerald, Georgia 31750
(229) 426-6000

(Address, including zip code, and telephone number, including area, of registrant’s principal executive offices)

T. Heath Fountain
Chief Executive Officer
Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, Georgia 31750
(229) 426-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies of all communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information in this joint proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2025

JOINT PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Colony Bankcorp, Inc. and TC Bancshares, Inc.:

On July 23, 2025, Colony Bankcorp, Inc., or “Colony,” and TC Bancshares, Inc., or “TCBC,” entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, pursuant to which TCBC will merge with and into Colony, with Colony surviving the merger, which we refer to as the merger. Immediately following the merger, TCBC’s wholly-owned banking subsidiary, TC Federal Bank, a federal savings association, will merge with and into Colony’s wholly-owned banking subsidiary, Colony Bank, a Georgia state-chartered bank, with Colony Bank as the surviving bank, which we refer to as the bank merger.

Pursuant to the merger agreement, each share of TCBC common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each TCBC shareholder, either: (i)  $21.25 in cash (the “per share cash consideration”) or (ii) 1.25 shares of Colony common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that approximately 20% of TCBC shares will receive the cash consideration and the remaining 80% will receive the stock consideration (the consideration such holder receives, the “merger consideration”). The aggregate number of shares of Colony common stock to be issued as merger consideration in the merger will be 3,839,748.

Immediately prior to the effective time of the merger, all outstanding shares of TCBC common stock subject to vesting restrictions granted under TCBC stock plans (which we refer to as “TCBC restricted stock”) will become fully vested and treated like any other issued and outstanding share of TCBC common stock. At the effective time of the merger, each option to purchase shares of TCBC common stock, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (1) the total number of shares of TCBC common stock subject to such option and (2) the excess, if any, of the per share cash consideration over the exercise price per share of TCBC common stock under such option, less applicable taxes.

Although the number of shares of Colony common stock that TCBC shareholders may choose to receive as per share stock consideration is fixed, the market value of the per share stock consideration and the aggregate merger consideration will fluctuate with the market price of Colony common stock and will not be known at the time TCBC or Colony shareholders vote on the merger. Colony common stock is currently quoted on the New York Stock Exchange under the symbol “CBAN.” Based on the last reported sale price of Colony common stock of $17.73 per share on July 22, 2025, the last full trading day before the public announcement of the merger agreement, the 1.25 exchange ratio represented approximately $22.16 in value for each share of TCBC common stock to be converted into Colony common stock. Based on the closing sale price of Colony common stock of  $[    ] per share on [    ], 2025, the latest practicable trading date prior to the printing of this joint proxy statement/prospectus, the exchange ratio represented approximately $[    ] in value for each share of TCBC common stock to be converted into Colony common stock. TCBC common stock is quoted on the OTCQX Best Market under the symbol “TCBC” and the last sale price on July 22, 2025, the last full trading day before the public announcement of the merger agreement, was $16.31 per share, and the most recent reported closing sale price of TCBC common stock on [      ], 2025 was $[      ] per share. We urge you to obtain current market quotations for the price of Colony common stock and TCBC common stock.

The number of shares of Colony common stock offered by Colony and issuable in the merger is 3,839,748 shares, subject to adjustment based on certain potential anti-dilutive adjustments described in this joint proxy statement/prospectus. Following the completion of the merger, former TCBC shareholders will own approximately [    ]% of the combined company based upon the number of Colony shares outstanding as of [    ].

Colony will hold a special meeting of its shareholders (which we refer to as the “Colony special meeting”) on [    ], 2025, at [    ] time, at [    ], where Colony shareholders will be asked to vote on a proposal to approve the issuance of shares of Colony common stock as merger consideration (which we refer to as the “Colony stock issuance proposal”), and related matters. TCBC will hold a special meeting of its shareholders (which we refer to as the “TCBC special meeting”) on [    ], 2025, at [    ] time, at [    ], where TCBC shareholders will be asked to vote on a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “TCBC merger proposal”) and related matters as described in this joint proxy statement/prospectus. The merger cannot be completed unless, among other things, holders of a majority of the outstanding shares of TCBC common stock vote to approve the TCBC merger proposal and the Colony stock issuance proposal receives a majority of the votes represented at the Colony special meeting, assuming a quorum is present. Colony and TCBC are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and other matters described in this joint proxy statement/prospectus.

Each of Colony and TCBC expects 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, with the result that no gain (or loss) on the exchange of the TCBC common stock for Colony common stock will be recognized for federal income tax purposes and exchanging holders of TCBC common stock will have a carryover basis in the Colony common stock received in the exchange. For additional information, please refer to “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 164 of the enclosed joint proxy statement/prospectus.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COLONY COMMON STOCK OR TCBC COMMON STOCK YOU OWN.   To ensure your representation at the Colony special meeting or the TCBC special meeting, as applicable, please follow the voting instructions in the enclosed joint proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend your special meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at your special 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 Colony board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Colony common stock as merger consideration, are in the best interests of Colony and its shareholders and declared that the merger agreement is advisable and (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby. The Colony board of directors unanimously recommends that Colony shareholders vote “FOR” the Colony stock issuance proposal and “FOR” the other matters to be considered at the Colony special meeting.

The TCBC board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of TCBC and its shareholders and declared that the merger agreement is advisable and (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby. The TCBC board of directors unanimously recommends that TCBC shareholders vote “FOR” the TCBC merger proposal and “FOR” the other matters to be considered at the TCBC special meeting.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Colony and TCBC and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 27 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 Colony from documents that have been filed with the Securities and Exchange Commission that are incorporated by reference in this joint 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,

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, 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 joint 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 Colony or TCBC, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is [    ], 2025, and it is first being mailed or otherwise delivered to Colony shareholders and TCBC shareholders on or about [    ], 2025.

 

TC BANCSHARES, INC.
113 South Dawson Street
Thomasville, Georgia 31792

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [           ], 2025

To the shareholders of TC Bancshares, Inc.:

NOTICE IS HEREBY GIVEN that TC Bancshares, Inc. (which we refer to as “TCBC”) will hold a special meeting of shareholders (which we refer to as the “TCBC special meeting”) on [           ], 2025, at [     ] local time, at the main office of TC Federal Bank located at 131 S Dawson Street, Thomasville, Georgia 31792, to consider and vote upon the following matters:

•

To consider and vote upon a proposal to approve the Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated July 23, 2025, by and between Colony Bankcorp, Inc. (which we refer to as “Colony”) and TCBC, pursuant to which TCBC will merge with and into Colony (which we refer to as the “merger”), with Colony surviving the merger, and the transactions contemplated by the merger agreement, including the merger, each as more fully described in the accompanying joint proxy statement/prospectus (which we refer to as the “TCBC merger proposal”); and

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•

To consider and vote upon a proposal to adjourn the TCBC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the TCBC merger proposal (which we refer to as the “TCBC adjournment proposal”).

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The affirmative vote of a majority of the outstanding shares of TCBC common stock is required to approve the TCBC merger proposal. Whether or not a quorum is present, approval of the TCBC adjournment proposal (if necessary or appropriate) requires that the holders of at least a majority of the shares of TCBC common stock represented in person or by proxy at the special meeting vote “FOR” the TCBC adjournment proposal. TCBC will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

TCBC shareholders must approve the TCBC merger proposal in order for the merger to occur. If TCBC’s shareholders fail to approve the TCBC merger proposal, the merger will not occur. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the adjournment proposal. Please review the joint proxy statement/​prospectus carefully.

TCBC shareholders are entitled to dissenters’ rights under the provisions of the Georgia Business Corporation Code (which we refer to as 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 joint proxy statement/prospectus as Annex D, and a summary of the provisions can be found under the section of the joint proxy statement/prospectus entitled “The Merger — Dissenters’ Rights.” It is a condition to the consummation of the merger that holders of no more than 7.5% of the outstanding shares of TCBC common stock exercise dissenters’ rights.

The TCBC board of directors has fixed the close of business on [           ], 2025 as the record date for the special meeting. Only TCBC shareholders of record as of the record date are entitled to notice of the special meeting, or any adjournment or postponement of the special meeting. All holders of TCBC common stock who held shares on the record date are entitled to vote at the TCBC special meeting. Any shareholder entitled to attend and vote at the TCBC special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF TCBC COMMON STOCK YOU OWN. Whether or not you plan to attend the TCBC special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions in the enclosed joint proxy statement/prospectus and on your proxy card. 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 TCBC board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that TCBC shareholders vote “FOR” the TCBC merger proposal and “FOR” the TCBC adjournment proposal (if necessary or appropriate).

BY ORDER OF THE BOARD OF DIRECTORS,

Greg Eiford
President and Chief Executive Officer

 

 

Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, Georgia 31750

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [         ], 2025

To the shareholders of Colony Bankcorp, Inc.:

NOTICE IS HEREBY GIVEN that Colony Bankcorp, Inc. (which we refer to as “Colony”) will hold a special meeting of its shareholders (which we refer to as the “Colony special meeting”) on [         ], 2025 at [          ], at [         ], local time, to consider and vote upon the following matters:

•

To consider and vote upon a proposal to approve the issuance of Colony common stock pursuant to the Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated as of July 23, 2025, by and between Colony and TC Bancshares, Inc. (which we refer to as “TCBC”), as more fully described in the accompanying joint proxy statement/prospectus (which we refer to as the “Colony stock issuance proposal”); and

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•

To consider and vote upon a proposal to adjourn the Colony special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Colony stock issuance proposal (which we refer to as the “Colony adjournment proposal”).

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Approval of the Colony stock issuance proposal and the Colony adjournment proposal (if necessary or appropriate) each requires the affirmative vote of holders representing a majority of the shares of Colony common stock represented at the meeting. Colony will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

Colony shareholders must approve the Colony stock issuance proposal in order for the merger to occur. If the Colony shareholders fail to approve the Colony stock issuance proposal, the merger will not occur. The joint 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 Colony special meeting. Please review the joint proxy statement/prospectus carefully.

The Colony board of directors has fixed the close of business on [          ], 2025 as the record date for the special meeting. Only Colony shareholders of record as of the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting. Any shareholder entitled to attend and vote at the Colony special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COLONY COMMON STOCK YOU OWN. Whether or not you plan to attend the Colony special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions in the enclosed joint proxy statement/prospectus and on your proxy card. 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 Colony board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Colony common stock as merger consideration, and unanimously recommends that Colony shareholders vote “FOR” the Colony stock issuance proposal and “FOR” the Colony adjournment proposal (if necessary or appropriate).

BY ORDER OF THE BOARD OF DIRECTORS,

T. Heath Fountain
Chief Executive Officer

 

 

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Colony from documents filed with the Securities and Exchange Commission, or SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Colony at no cost from the SEC’s website at http://www.sec.gov. Colony has filed a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint 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 joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint 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 joint proxy statement/prospectus, at no cost by accessing Colony’s website at www.colonybank.com or by contacting Colony at the contact information set forth below:

Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, Georgia 31750
Attn: Corporate Secretary
Telephone: (229) 426-6000

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 your respective company’s special meeting, or [          ], 2025 if you are a Colony shareholder and [           ], 2025 if you are a TCBC shareholder.

If you are a Colony shareholder and have any questions about the merger agreement, the merger, the Colony special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of Colony common stock, please contact Edward L. Bagwell at Colony by phone at (229) 426-6000 or by email to lbagwell@colonybank.com.

If you are a TCBC shareholder and have any questions about the merger agreement, the merger, the TCBC special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of TCBC common stock, please contact Scott McLean, Chief Financial Officer of TCBC by phone at (229) 584-1059 or by email at mac.mclean@tcfederal.com.

You should rely only on the information contained in or incorporated by reference into this joint 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 joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [         ], 2025, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint 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 Colony or TCBC nor the issuance by Colony of shares of Colony 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 TCBC has been provided by TCBC and information contained in this document regarding Colony has been provided by Colony. See “Where You Can Find More Information” beginning on page 169 for more details.

 

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TABLE OF CONTENTS

 

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QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger, the Colony special meeting, and the TCBC special meeting. We urge you to read carefully this joint proxy statement/prospectus, including the annexes and the documents incorporated by reference into this joint 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 joint proxy statement/prospectus to “Colony” refer to Colony Bankcorp, Inc., a Georgia corporation, and its subsidiaries, including Colony Bank, a Georgia state-chartered bank and the wholly-owned subsidiary of Colony Bankcorp, Inc. Additionally, unless the context otherwise requires, references to “TCBC” refer to TC Bancshares, Inc., a Georgia corporation, and its subsidiaries, including TC Federal Bank, a federal savings association and the wholly-owned subsidiary of TCBC.

Q:

What is the merger?

​

A:

Colony and TCBC have entered into an Agreement and Plan of Merger on July 23, 2025 (which we refer to as the “merger agreement”), pursuant to which TCBC will merge with and into Colony, with Colony continuing as the surviving entity (which we refer to as the “merger”). Immediately following the merger, TCBC’s wholly-owned banking subsidiary, TC Federal Bank, a federal savings association, will merge with and into Colony’s wholly-owned banking subsidiary, Colony Bank, a Georgia state-chartered bank, with Colony Bank as the surviving bank (which we refer to as the “bank merger”), pursuant to the terms of the Bank Plan of Merger and Merger Agreement entered into by Colony Bank and TC Federal Bank on July 23, 2025 (which we refer to as the “bank merger agreement”).

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

Q:

Why am I receiving this joint proxy statement/prospectus?

​

A:

We are delivering this document to you because it is a joint proxy statement being used by the TCBC and Colony boards of directors to solicit proxies of their respective shareholders in connection with approval and adoption of the merger agreement and related matters. In order to complete the merger, among other things:

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•

TCBC shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger; and

​

•

Colony shareholders must approve the issuance of shares of Colony common stock to TCBC shareholders in connection with the merger.

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In order to approve and adopt the merger agreement, the issuance of Colony common stock and related matters, TCBC and Colony have each called a meeting of their respective shareholders. This document serves as a joint proxy statement for both the TCBC special meeting and the Colony special meeting and describes the proposals to be presented at the meetings.

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

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the meetings. 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.

 

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Q:

What will TCBC shareholders receive in the merger?

​

A:

If the merger agreement is approved by the shareholders of TCBC, the stock issuance is approved by the shareholders of Colony, all other conditions to consummation of the merger are satisfied or waived and the merger is completed, each share of TCBC common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each TCBC shareholder, either: (i) $21.25 in cash (the “per share cash consideration”) or (ii) 1.25 shares of Colony common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that approximately 20% of TCBC shares will receive the cash consideration and the remaining 80% will receive the stock consideration (the consideration such holder receives, the “merger consideration”). The aggregate number of shares of Colony common stock to be issued as merger consideration in the merger will be 3,839,748.

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If TCBC provides notice of its intention to terminate the merger agreement as a result of certain changes in the trading price of Colony common stock relative to the price of S&P BMI Banks Index, Colony has the option (but not the obligation) to increase the exchange ratio such that the aggregate stock consideration portion of the merger consideration is equal to or greater than the lesser of (i) an amount equal to $50,930,417 or (ii) an amount equal to the product of the index ratio, 0.80, 3,839,748, and the average Colony closing price, divided by the Colony ratio (each as calculated per the merger agreement).

Colony will not issue any fractional shares of Colony common stock in the merger. Instead, a TCBC shareholder who otherwise would have received a fraction of a share of Colony common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the average of the daily closing prices for shares of Colony common stock for the twenty consecutive full trading days ending on the trading day immediately preceding the fifth business day prior to the date of closing of the merger on which such shares are actually traded on the New York Stock Exchange by (2) the fraction of a share (rounded to the nearest one hundredth of a share) of Colony common stock to which such shareholder would otherwise be entitled to receive.

Q:

What will Colony shareholders receive in the merger?

​

A:

In the merger, Colony shareholders will not receive any consideration, and their Colony common stock will remain outstanding and will constitute shares of Colony following the merger. Following the merger, shares of Colony common stock will continue to be traded on the New York Stock Exchange.

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Q:

When is the election deadline?

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A:

Each holder of record of TCBC common stock will be mailed a form of election/letter of transmittal and other appropriate and customary transmittal materials not less than 20 business days prior to the election deadline. The deadline for TCBC shareholders to make their elections to receive the per share cash consideration, the per share stock consideration, or a combination thereof in exchange for each share of TCBC common stock they hold (which we refer to as the “election deadline”) will be 5:00 p.m. Eastern Time on the later of (1) [           ], 2025, the date of the TCBC special meeting or (2) the date that Colony and TCBC agree is as near as practicable to five business days prior to the closing date. The election deadline may also be automatically extended five business days in the event the exchange ratio is adjusted due to a decline in the price of Colony common stock. The election form will specify the election deadline. Each holder of TCBC common stock should specify in the election form (1) the number of shares of TCBC common stock that such shareholder elects to have exchanged for the stock consideration, and (2) the number of shares of TCBC common stock such shareholder elects to have exchanged for the cash consideration. All such elections are subject to adjustment on a pro rata basis as described elsewhere in this joint proxy statement/prospectus. Holders of TCBC common stock will receive their merger consideration as promptly as practicable following the effective time of the merger, subject to the holders submitting their properly completed letter of transmittal and other transmittal materials. Because of the way the election and proration procedures work, even if you submit a properly completed and signed election form, it is possible that you may not receive exactly the type of merger consideration you have elected. If you do not submit a properly completed and signed election

​

 

2

 

form to the exchange agent by the election deadline, you will have no control over the type of merger consideration you will receive.

If you hold shares in “street name” through a bank, broker, nominee or other holder of record you must follow the instructions provided by the bank, broker, nominee or other holder of record to make an election.

Q:

Am I guaranteed to receive the type of merger consideration that I elect?

​

A:

No. Subject to customary allocation and proration procedures, the merger agreement requires that the number of shares of Colony common stock to be issued as merger consideration is 3,839,748. As a result, approximately 80% of TCBC shares will receive the stock consideration and approximately 20% of TCBC shares will receive the cash consideration. If the per share stock consideration is oversubscribed or undersubscribed, your election will be prorated and allocated as described in this joint proxy statement/prospectus.

​

Q:

What is the process for making an election to receive the per share cash consideration, per share stock consideration, or a combination thereof?

​

A:

Each TCBC shareholder may make an election to exchange their shares of TCBC common stock for the per share cash consideration, the per share stock consideration, or a combination thereof. Colony’s appointed exchange agent, Equiniti Trust Company, LLC, is mailing to each holder of record of TCBC common stock an election form containing instructions and materials necessary for each TCBC shareholder to elect the form of per share merger consideration they prefer to receive in the merger. Those election materials will provide the deadline by which such elections must be received. As stated above, the election deadline will be the later of [           ], 2025 or a date that the parties agree is approximately five business days prior to closing. These election materials will also provide instructions and a letter of transmittal necessary for the holders of TCBC common stock to tender their certificates in exchange for the merger consideration. If you do not receive the election materials by [           ], please contact the Colony’s exchange agent by phone at 800-468-9716 or by email at helpAST@equiniti.com.

​

Each TCBC shareholder may (i) elect to receive the per share cash consideration with respect to each share of TCBC common stock held, (ii) elect to receive the per share stock consideration with respect to each share of TCBC common stock held, (iii) elect to receive a mix of the per share cash consideration and the per share stock consideration, or (iv) indicate that such shareholder makes no such election. Shares of TCBC common stock for which a valid election to receive the per share cash consideration has been made on or prior to the election deadline are referred to as “cash election shares.” Shares for which a valid election to receive the per share stock consideration has been made on or prior to the election deadline are referred to as “stock election shares.” Shares of TCBC common stock for which no valid election was made on or prior to the election deadline are referred to as “no-election shares.” TCBC shareholder elections are subject to adjustment as described below.

Q:

What happens if the per share stock consideration is oversubscribed or undersubscribed?

​

A:

The merger agreement provides that 3,839,748 shares of Colony common stock shall be issued in the merger. Based on the exchange ratio and assuming there are no adjustments to merger consideration, approximately [         ] shares of TCBC common stock shall be converted Colony common stock, with the remainder being converted to cash.

​

In the event that the aggregate amount of per share stock consideration that TCBC shareholders have elected to receive exceeds 3,839,748 shares of Colony common stock:

•

all cash election shares will be converted into the right to receive the per share cash consideration;

​

•

all no-election shares will be converted into the right to receive the per share cash consideration; and

​

•

stock election shares will be deemed to be cash election shares, on a pro rata basis, to the extent necessary for the total number of shares of Colony common stock to be issued as per share stock consideration to equal 3,839,748 shares.

​

 

3

 

In the event that the aggregate amount of per share stock consideration that TCBC shareholders have elected to receive is less than 3,839,748 shares of Colony common stock (the difference between the amount of per share stock consideration as elected and 3,839,748 we refer to as the “shortfall number”):

•

all stock election shares will be converted into the right to receive the per share stock consideration;

​

•

if the number of no-election shares, when converted to the per share stock consideration, is less than or equal to the shortfall number, then all no-election shares will be converted into the right to receive the per share stock consideration and cash election shares will be deemed to be stock election shares, on a pro rata basis, to the extent necessary for the total number of shares of Colony common stock to be issued as per share stock consideration to equal 3,839,748 shares (after taking into consideration the stock election shares and the converted no-election shares); and

​

•

if the number of no-election shares, when converted to the per share stock consideration, is greater than the shortfall number, then no-election shares will be deemed to be stock election shares, on a pro rata basis, to the extent necessary for the total number of shares of Colony common stock to be issued as per share stock consideration to equal 3,839,748 shares (after taking into consideration the stock election shares) and all cash election shares will be converted into the right to receive the per share cash consideration.

​

For more information, see “The Merger Agreement — Election Procedures; Allocation of Merger Consideration; Exchange of Certificates” beginning on page 89.

Q:

What happens to outstanding TCBC restricted stock awards in the merger?

​

A:

Immediately prior to the effective time of the merger, all outstanding shares of TCBC common stock subject to vesting restrictions granted under TCBC stock plans (which we refer to as “TCBC restricted stock”) will become fully vested and treated like any other issued and outstanding share of TCBC common stock.

​

Q:

What happens to outstanding options to purchase shares of TCBC common stock in the merger?

​

A:

At the effective time of the merger, each option to purchase shares of TCBC common stock, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (1) the total number of shares of TCBC common stock subject to such option and (2) the excess, if any, of the per share cash consideration over the exercise price per share of TCBC common stock under such option, less applicable taxes.

​

Q:

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

​

A:

Yes. Although the number of shares of Colony common stock that TCBC shareholders may choose to receive is fixed, the market value of the per share stock consideration and the aggregate merger consideration will fluctuate with the market price of Colony common stock and will not be known at the time TCBC shareholders vote on the merger. Colony common stock is currently quoted on the New York Stock Exchange under the symbol “CBAN.”

​

Q:

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

​

A:

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

​

Q:

When and where are the TCBC special meeting and the Colony special meeting?

​

A:

TCBC Special Meeting:   The TCBC special meeting will be held on [           ], 2025, at [     ] local time, at the main office of TC Federal Bank located at 131 S Dawson Street, Thomasville, Georgia 31792.

​

 

4

 

Colony Special Meeting:   The Colony special meeting will be held on [           ], 2025, at [           ], local time, at [           ].

Q:

Who is entitled to vote at each special meeting?

​

A:

TCBC Special Meeting:   All holders of TCBC common stock who held shares at the close of business on [           ], 2025 (which we refer to as the “TCBC record date”) are entitled to receive notice of and to vote on the TCBC merger proposal and the TCBC adjournment proposal at the TCBC special meeting, provided that such shares of TCBC common stock remain outstanding on the date of the TCBC special meeting.

​

Colony Special Meeting:   All holders of Colony common stock who held shares at the close of business on [           ], 2025 (which we refer to as the “Colony record date”) are entitled to receive notice of and to vote on the Colony stock issuance proposal and the Colony adjournment proposal at the Colony special meeting, provided that such shares of Colony common stock remain outstanding on the date of the Colony special meeting.

Q:

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

​

A:

TCBC shareholders are being asked to vote on the following proposals at the TCBC special meeting:

​

•

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

​

•

the approval of the adjournment of the TCBC special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the TCBC merger proposal (which we refer to as the “TCBC adjournment proposal”).

​

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

Each executive officer and director of TCBC (which collectively constitute approximately 7.15% of the outstanding shares of TCBC common stock based on the shares outstanding as of the TCBC record date) have entered into voting agreements with Colony agreeing to, among other things, vote their shares of TCBC common stock in favor of the merger agreement and the transactions contemplated thereby and against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of TCBC in the merger agreement.

Q:

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

​

A:

Colony shareholders are being asked to vote on the following proposals at the Colony special meeting:

​

•

the approval of the issuance of shares of Colony common stock as merger consideration (which we refer to as the “Colony stock issuance proposal”); and

​

•

the approval of the adjournment of the Colony special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Colony stock issuance proposal (which we refer to as the “Colony adjournment proposal”).

​

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

Each executive officer and director of Colony (which collectively constitute approximately [       ]% of the outstanding shares of Colony common stock based on the shares outstanding as of the Colony record date) have entered into voting agreements with TCBC agreeing to, among other things, vote their shares of Colony common stock in favor of the merger agreement and the transactions contemplated thereby, including the issuance of shares of Colony common stock as merger consideration in the merger.

 

5

 

Q:

What constitutes a quorum at each special meeting?

​

A:

TCBC Special Meeting:   The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of TCBC common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the TCBC special meeting.

​

Colony Special Meeting:   The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Colony common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Colony special meeting.

If you fail to attend, or vote in person at, your company’s special meeting, fail to submit a proxy at your company’s special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of common stock will not be counted towards a quorum. 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 TCBC special meeting?

​

A:

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

​

TCBC adjournment proposal:   Approval of the TCBC adjournment proposal (if necessary or appropriate) requires the affirmative vote of holders representing a majority of the shares of TCBC common stock represented at the meeting. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, you will not be deemed represented at the meeting, and it will have no effect on the proposal. If you mark “ABSTAIN” on your proxy card, with respect to the TCBC adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. TCBC’s shareholders are not required to approve the TCBC adjournment proposal in order for the merger to occur. If TCBC’s shareholders fail to approve the TCBC adjournment proposal, but approve the TCBC merger approval, the merger may nonetheless occur.

Q:

What vote is required to approve each proposal at the Colony special meeting?

​

A:

Colony stock issuance proposal:   Approval of the Colony stock issuance proposal requires the affirmative vote of holders representing a majority of the shares of Colony common stock represented at the meeting. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, you will not be deemed represented at the meeting, and it will have no effect on the proposal. If you mark “ABSTAIN” on your proxy card, with respect to the Colony stock issuance proposal, it will have the same effect as a vote “AGAINST” the proposal. Colony shareholders must approve the Colony stock issuance proposal in order for the merger to occur. If Colony shareholders fail to approve the merger proposal, the merger will not occur.

​

Colony adjournment proposal:   Approval of the Colony adjournment proposal (if necessary or appropriate) requires the affirmative vote of holders representing a majority of the shares of Colony common stock represented at the meeting. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, you will not be deemed represented at the meeting, and it will have no effect on the proposal. If you mark “ABSTAIN” on your proxy card, with respect to the Colony adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. Colony’s shareholders are not required to approve the Colony adjournment proposal in order for the merger to occur. If Colony’s shareholders fail to approve the Colony adjournment proposal, but approve the Colony stock issuance proposal, the merger may nonetheless occur.

 

6

 

Q:

What are the conditions to complete the merger?

​

A:

The obligations of TCBC and Colony to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals, tax opinions, approval of the TCBC merger proposal by TCBC’s shareholders and the Colony stock issuance proposal by Colony’s shareholders. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 101.

​

Q:

When will the merger be completed?

​

A:

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

​

Q:

How does the TCBC board of directors and the Colony board of directors recommend that I vote?

​

A:

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

​

The Colony board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Colony common stock as merger consideration, and unanimously recommends that Colony shareholders vote “FOR” the Colony stock issuance proposal and “FOR” the Colony adjournment proposal (if necessary or appropriate).

Q:

What do I need to do now?

​

A:

After you have carefully read this joint 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 special 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. Alternately, you may vote online or by telephone, as described below. 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 in person at their special meeting will need to obtain a legal proxy from the institution that holds their shares.

​

Q:

What if I hold shares in both Colony and TCBC?

​

A:

If you hold shares of both Colony common stock and TCBC common stock, you will receive two separate packages of proxy materials. A vote cast as a holder of Colony common stock will not count as a vote cast as a holder of TCBC common stock, and a vote cast as a holder TCBC common stock will not count as a vote cast as a holder of Colony common stock. Therefore, please submit separate proxies for your shares of Colony common stock and your shares of TCBC common stock.

​

Q:

How do I vote?

​

A:

If you are a holder of record of TCBC common stock as of [           ], 2025, the TCBC record date, you may submit your proxy before the TCBC special meeting in any of the following ways:

​

•

by mail, by completing, signing, dating and returning the enclosed proxy card to TCBC using the enclosed postage-paid envelope;

​

•

by telephone, by calling toll-free [           ] and following the recorded instructions; or

​

 

7

 

•

via the Internet, by accessing the website [           ] and following the instructions on the website.

​

If you are a shareholder of record of Colony as of [           ], 2025, the Colony record date, you may submit your proxy before the Colony special meeting in any of the following ways:

•

by mail, by completing, signing, dating and returning the enclosed proxy card to Colony using the enclosed postage-paid envelope;

​

•

by telephone, by calling toll-free [           ] and following the recorded instructions; or

​

•

via the Internet, by accessing the website [           ] and following the instructions on the website.

​

If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s special meeting. Colony shareholders who intend to submit a proxy by telephone or via the Internet must do so by 11:59 P.M. Eastern Time on the day before the Colony special meeting. TCBC shareholders who intend to submit a proxy by telephone or via the Internet must do so by [      ] P.M. Eastern Time on the day before the TCBC special meeting.

If you are a shareholder of record of TCBC as of the TCBC record date or a shareholder of record of Colony as of the Colony record date, you may also attend and cast your vote in person at your respective company’s special meeting. If you plan to attend your respective company’s special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you to be admitted to the meeting. Each of TCBC and Colony reserves the right to refuse admittance to anyone without proper proof of stock ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the TCBC or Colony special meeting is prohibited without express written consent of TCBC or Colony, as applicable. Whether or not you intend to be present at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card to TCBC or Colony, as applicable, in the enclosed postage-paid envelope or submit a proxy by telephone or via the Internet as described on the enclosed instructions as soon as possible. If you are present at your company’s special meeting and wish to vote your shares in person, your original proxy may be revoked by attending and voting at the relevant company’s special 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 in person at the relevant company’s special meeting.

Q:

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

​

A:

If you are a shareholder of either TCBC or Colony and if your shares of TCBC or Colony 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 joint 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

​

 

8

 

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 TCBC (with respect to TCBC shareholders) or Colony (with respect to Colony shareholders) by voting in person at the TCBC special meeting or the Colony special meeting, as applicable, 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 power with respect to that item and has not received voting instructions from the beneficial owner. The TCBC merger proposal, TCBC adjournment proposal, Colony stock issuance proposal and the Colony adjournment proposal are all 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 either the Colony special meeting or the TCBC special 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 will have the effect of a vote “AGAINST” the TCBC merger proposal, the TCBC adjournment proposal, the Colony stock issuance proposal, and the Colony adjournment 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 TCBC common stock represented by your proxy will be voted as recommended by the TCBC board of directors with respect to such proposals or the shares of Colony common stock represented by your proxy will be voted as recommended by the Colony board of directors with respect to such proposals, as the case may be.

​

Q:

How many votes do I have?

​

A:

Holders of TCBC common stock and holders of Colony common stock are entitled to one vote on each proposal to be considered at the respective company’s special meeting for each share of TCBC common stock or Colony common stock owned as of the record date for the respective company’s special meeting, as applicable.

​

Q:

Can I change my vote?

​

A:

TCBC shareholders:   Yes. If you are the record holder of your TCBC shares, you may revoke your proxy in any one of five ways: (1) you may give written notice to the Chief Financial Officer of TCBC; (2) you may submit another properly completed proxy card bearing a later date which is received prior to the TCBC special meeting; (3) you may send a written notice which is received prior to the TCBC special meeting that you are revoking your proxy to: TC Bancshares, Inc., 113 South Dawson Street, Thomasville, Georgia 31792, Attention: Scott McLean; (4) you may cast a new vote by telephone or via the Internet at any time before 11:59 P.M. Eastern Time on the day before the TCBC special meeting; or (5) you may attend the TCBC special meeting and notify the election officials that you wish to revoke your proxy and vote in person. However, your attendance at the TCBC special meeting will not, by itself, revoke your proxy.

​

Colony shareholders:   Yes. If you are the record holder of your Colony shares, you may revoke your proxy in any one of four ways: (1) you may submit another properly completed proxy card bearing a later date which is received prior to the special meeting; (2) you may send a written notice which is received prior to the special meeting that you are revoking your proxy to: Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750, Attention: Corporate Secretary; (3) you may cast a new vote by telephone or via the Internet at any time before 11:59 P.M. Eastern Time on the day before the Colony special meeting; or (4) you may attend the special meeting and notify the election officials that you wish to revoke your proxy and vote in person. However, your attendance at the special meeting will not, by itself, revoke your proxy.

 

9

 

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

​

A:

Yes. Unless the merger agreement is terminated before the TCBC special meeting, TCBC is required to submit the merger proposal to its shareholders even if TCBC’s board of directors has withdrawn, modified or qualified its recommendation.

​

Q:

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

​

A:

Yes. In considering the recommendation of the TCBC board of directors with respect to the merger agreement, you should be aware that TCBC’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of TCBC’s shareholders generally. Interests of officers and directors that may be different from or in addition to the interests of TCBC’s shareholders include, but are not limited to, accelerated vesting and payouts under outstanding restricted stock and option awards, accelerated vesting and payouts under supplemental executive retirement, deferred compensation and other benefit plans, payments to certain executives pursuant to existing employment and change in control agreements, entry into new employment agreements with Colony and Colony Bank, and continued indemnification and directors’ and officers’ insurance coverage under the merger agreement. For a more complete description of these interests, see “The Merger — Interests of TCBC’s Directors and Executive Officers in the Merger” beginning on page 78.

​

Q:

Are TCBC shareholders entitled to dissenters’ rights?

​

A:

Yes. Under Georgia law, record holders of shares of TCBC common stock have the right to demand in writing to receive a payment in cash for the “fair value” of their shares as determined by an appraisal process. To exercise those dissenters’ rights, a TCBC shareholder must follow exactly the procedures specified under Georgia law. A copy of Article 13 of the GBCC is attached as Annex D to this joint proxy statement/prospectus. The value determined in the appraisal process may be more or less than the value a TCBC shareholder would receive in the merger under the terms of the merger agreement. Failure to strictly comply with the applicable provisions of Georgia law will result in the loss of the right of appraisal. For further information, see “The Merger — Dissenters’ Rights” on page 83.

​

Pursuant to the merger agreement, Colony will not be obligated to consummate the merger if dissenters’ rights are properly asserted with respect to 7.5% or more of the outstanding shares of TCBC common stock.

Q:

Are Colony shareholders entitled to dissenters’ rights?

​

A:

No.

​

Q:

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

​

A:

The merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the merger so qualifies, TCBC shareholders who exchange of their shares of TCBC common stock solely for shares of Colony common stock pursuant to the merger generally would not recognize gain or loss on the exchange. TCBC shareholders should expect to recognize gain or loss in connection with cash received in the merger, whether they receive such cash in exchange for cash election shares, stock election shares or no-election shares that are reallocated to receive cash, or in lieu of a fractional share of Colony common stock they would otherwise be entitled to receive.

​

The obligations of Colony and TCBC to complete the merger are subject to, among other customary closing conditions described in this joint proxy statement/prospectus, the receipt of an opinion from Nelson Mullins Riley & Scarborough LLP (with respect to TCBC) and Alston & Bird LLP (with respect to Colony), dated as of the closing date of the merger, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

 

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For further information, see the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 164 for a general discussion of the material U.S. federal income tax consequences of the merger. The U.S. federal income tax consequences described above may not apply to all TCBC shareholders. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the Colony stock issuance proposal or the approval of the TCBC merger proposal, or other proposals to be considered at the Colony special meeting and the TCBC special meeting, respectively?

​

A:

Yes You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 27. You also should read and carefully consider the risk factors of Colony contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of TCBC common stock will not receive any consideration for their shares in connection with the merger. Instead, TCBC will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, TCBC may be required to pay a termination fee. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement  — Termination Fee” beginning on page 104 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 applicable record date but before the relevant company’s special meeting?

​

A:

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

​

Q:

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

​

A:

No. Please do not send in your TCBC stock certificates with your proxy. Prior to the election deadline, Colony’s exchange agent, Equiniti Trust Company, LLC, will send you instructions for exchanging your shares of TCBC common stock for your portion of the merger consideration. See “The Merger Agreement — Election Procedures; Allocation of Merger Consideration; Exchange of Certificates” beginning on page 89. You should, however, locate your stock certificates and keep them in a safe place to avoid any delays in receipt of the merger consideration upon completion of the merger.

​

Q:

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

​

A:

If you are unable to locate your original TCBC stock certificate(s), you should contact TC Bancshares, Inc., 113 South Dawson Street, Thomasville, Georgia 31792, Attention: Scott McLean. 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 Colony or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost certificate.

​

 

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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 joint 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 joint proxy statement/prospectus to ensure that you vote every share of stock that you own.

​

Q:

Whom should I call with questions?

​

A:

TCBC shareholders:   If you have any questions concerning the merger or this joint proxy statement/​prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of TCBC common stock, please contact Scott McLean, Chief Financial Officer of TCBC by phone at (229) 584-1059 or by email at mac.mclean@tcfederal.com.

​

Colony shareholders:   If you have any questions concerning the merger or this joint proxy statement/​prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Colony common stock, please contact Edward L. Bagwell at Colony by phone at (229) 426-6000 or by email to lbagwell@colonybank.com.

 

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13

 

14

 

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16

 

17

 

18

 

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20

 

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22

 

23

 

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this joint proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the financial condition, results of operations, earnings outlook and business plans, goals, expectations and prospects of Colony, TCBC, and the combined company following the proposed merger and statements for periods after the merger. Words such as “anticipate,” “believe,” “feel,” “expect,” “estimate,” “indicate,” “seek,” “strive,” “plan,” “intend,” “outlook,” “forecast,” “project,” “position,” “target,” “mission,” “contemplate,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective,” “predict,” “aim” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Colony, TCBC, the proposed merger, or the combined company following the merger often identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this joint proxy statement/prospectus and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the merger; the expected timing of the completion of the merger; the ability to complete the merger; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, including the execution of integration plans; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing.

The forward-looking statements contained or incorporated by reference in this joint proxy statement/​prospectus reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Such risks and uncertainties include, among others, the following possibilities:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require TCBC to pay a termination fee to Colony;

​

•

the risk that the cost savings, synergies or other anticipated benefits from the mergers is less than or different from expectations, or may not be fully realized or may take longer to realize than expected;

​

•

the inability to complete the merger contemplated by the merger agreement due to the failure to satisfy conditions necessary to close the merger, including the receipt of the requisite approvals of TCBC and Colony shareholders;

​

•

the risk that a regulatory approval that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated;

​

•

risks associated with the timing of the completion of the merger;

​

•

management time and effort may be diverted to the resolution of merger-related issues;

​

•

the risk that the businesses of Colony and TCBC will not be integrated successfully, or such integration may be more difficult, time-consuming or costly than expected;

​

•

the expected growth opportunities or costs savings from the merger with TCBC may not be fully realized or may take longer to realize than expected;

​

•

revenues following the merger may be lower than expected as a result of losses of customers or other reasons;

​

•

potential deposit attrition, higher than expected costs, customer loss and business disruption associated with Colony’s integration of TCBC, including, without limitation, potential difficulties in maintaining relationships with key personnel;

​

 

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•

the outcome of any legal proceedings that may be instituted against Colony or TCBC or their respective boards of directors;

​

•

limitations placed on the ability of Colony and TCBC to operate their respective businesses by the merger agreement;

​

•

the effect of the announcement of the merger on Colony’s and TCBC’s business relationships, employees, customers, suppliers, vendors, other partners, standing with regulators, operating results and businesses generally;

​

•

customer acceptance of the combined company’s products and services;

​

•

the amount of any costs, fees, expenses, impairments and charges related to the merger;

​

•

fluctuations in the market price of Colony common stock and the related effect on the market value of the merger consideration that TCBC shareholders will receive upon completion of the merger;

​

•

the dilution caused by Colony’s issuance of additional shares of its common stock in the merger;

​

•

several business and economic conditions, particularly those affecting the financial services industry and our primary market areas; and

​

•

other risks and factors identified in this joint proxy statement/prospectus under the heading “Risk Factors.”

​

Any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, are subject to the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus. Colony and TCBC do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made, unless and only to the extent otherwise required by law. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/​prospectus and attributable to Colony, TCBC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/​prospectus.

 

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RISK FACTORS

As investment in Colony common stock in connection with the merger involves risks. In addition to the other information contained or incorporated by reference into this joint proxy statement/prospectus, including the risk factors included in Colony’s Annual Report on Form 10-K for the year ended December 31, 2024, you should carefully consider the following risk factors in deciding whether to vote to approve the merger agreement. You should keep these risk factors in mind when you read forward-looking statements in this document and in the documents incorporated by reference into this document. Please refer to the section of this joint proxy statement/prospectus titled “Special Cautionary Note Regarding Forward-Looking Statements.” You should also consider the other information in this document and other documents incorporated by reference into this document. Please see the sections entitled “Additional Information” in the forepart of this document and “Where You Can Find More Information” beginning on page 169.

Because of the fixed exchange ratio and the fluctuation of the market price of Colony common stock, TCBC shareholders cannot be certain of the precise value of the per share stock consideration they will be entitled to receive.

Pursuant to the merger agreement, each share of TCBC common stock issued and outstanding immediately prior to the effective time of the merger will be converted into, at the election of the holder and subject to adjustment and allocation procedures described in the merger agreement, the right to receive either: (i) $21.25 in cash or (ii) 1.25 shares of Colony common stock. The market value of Colony common stock may vary from the market value on the date Colony and TCBC announced the merger, on the date that this joint proxy statement/prospectus is mailed, on the date of the TCBC special meeting and on the date the merger is completed and thereafter due to fluctuations in the market price of Colony common stock. Any fluctuation in the market price of Colony common stock after the date of this joint proxy statement/​prospectus will change the value of the shares of Colony common stock that TCBC shareholders may receive. Stock price changes may result from a variety of factors that are beyond the control of Colony and TCBC, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the TCBC special meeting, TCBC shareholders will not know the precise market value of the per share stock consideration they may receive at the effective time of the merger. TCBC shareholders should obtain current sale prices for shares of Colony common stock before voting their shares at the TCBC special meeting.

TCBC shareholders may not receive their elected form of merger consideration due to proration or allocation limits.

While TCBC shareholders may elect to receive either cash or Colony common stock, the merger agreement includes proration or allocation mechanisms that limit the availability of each form of consideration. As a result, shareholders may receive a mix of cash and stock that differs from their election. The final allocation may depend on the aggregate elections of all TCBC shareholders and other conditions set forth in the merger agreement.

TCBC shareholders who exercise dissenters’ rights may receive less than the value of the merger consideration.

TCBC shareholders who properly exercise dissenters’ rights under applicable law may receive a cash payment for their shares based on a judicial determination of fair value. This amount may be less than the value of the merger consideration they would otherwise receive under the merger agreement. See “The Merger — Dissenters’ Rights” for more information.

The merger may not be consummated unless important conditions are satisfied.

Colony and TCBC expect the merger to close as early as the fourth quarter of 2025, but the acquisition is subject to the satisfaction of a number of closing conditions. Satisfaction of many of these conditions is beyond Colony’s and TCBC’s control. If these conditions are not satisfied or waived, the merger will not be completed or may be delayed and each of Colony and TCBC may lose some or all of the intended benefits of the merger. Certain of the conditions that remain to be satisfied include, but are not limited to:

•

the approval of the merger agreement and merger by the requisite vote of TCBC shareholders;

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•

the approval of the stock issuance of Colony common stock as merger consideration by the requisite vote of Colony shareholders;

​

•

the receipt of required regulatory approvals, including the approval or waiver from the Federal Reserve and the approvals of the FDIC and GDBF, which are necessary to consummate the merger, without the imposition of any materially burdensome regulatory condition, and the expiration of all statutory waiting periods unless the failure to obtain the requisite regulatory approvals is due to the failure of the party seeking to terminate the merger agreement to perform or observe the obligations, covenants and agreements of such party as set forth in the merger agreement;

​

•

the absence of any injunction, order or decree restraining, enjoining or otherwise prohibiting the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger illegal;

​

•

the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;

​

•

each party’s receipt of a tax opinion from its respective outside legal counsel, dated the closing date of the merger, confirming the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

​

•

the absence of 7.5% or more of the outstanding shares of TCBC’s stock exercising their dissenters’ rights;

​

•

the receipt of certain of waivers and other assurances from all non-governmental third parties which are required to be obtained under the terms of any contract, agreement, or instrument to which TCBC or any of its subsidiaries is a party or by which any of their respective properties is bound, in order to prevent the consummation of the transactions contemplated by the merger agreement from constituting a default under such contract, agreement, or instrument or creating any lien, claim, or charge upon any of the assets of TCBC or any of its subsidiaries;

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•

the receipt of a certificate from TCBC confirming that TCBC is not and has not been a United States real property holding corporation within the meaning of Treasury Regulations Section 1.1445-2(c)(3);

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•

the delivery by TCBC of a notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h), in form and substance reasonably acceptable to Colony.

​

•

the absence of any event, facts, or circumstances that have or may reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of TCBC, Colony, or their respective subsidiaries;

​

•

the continued accuracy of the representations and warranties made by the parties in the merger agreement; and

​

•

the performance by each party of its respective obligations under the merger agreement.

​

As a result, the merger may not close as scheduled or at all. In addition, either Colony or TCBC may terminate the merger agreement under certain circumstances. For additional information regarding the conditions to the merger, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 101.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that Colony does not anticipate or cannot be met.

Before the transactions contemplated by the merger agreement may be completed, various approvals or consents must be obtained from various federal and state governmental entities. These governmental entities may impose conditions on the completion of the merger or require changes to the terms of the merger. Although Colony and TCBC do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Colony following the merger, any of which might have a material adverse effect on Colony following the merger.

 

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Neither party is obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose certain burdensome conditions on Colony or TCBC, as described more fully in “The Merger — Regulatory Approvals Required for the Merger” beginning on page 84.

Colony may be unsuccessful in integrating the operations of the businesses it has acquired or expects to acquire in the future, including TCBC.

From time to time, Colony evaluates and acquires businesses that it believes complement its existing business. The acquisition component of Colony’s growth strategy depends on the successful integration of these acquisitions. Colony faces numerous risks and challenges to the successful integration of acquired businesses, including the following:

•

the potential for unexpected costs, delays and challenges that may arise in integrating acquisitions into Colony’s existing business;

​

•

limitations on Colony’s ability to realize the expected cost savings and synergies from an acquisition;

​

•

challenges related to integrating acquired operations, including Colony’s ability to retain key employees and maintain relationships with significant customers and depositors;

​

•

challenges related to the integration of businesses that operate in new geographic areas, including difficulties in identifying and gaining access to customers in new markets; and

​

•

discovery of previously unknown liabilities following an acquisition associated with the acquired business.

​

If Colony is unable to successfully integrate the businesses it acquires, Colony’s business, financial condition and results of operations may be materially adversely affected.

TCBC’s executive officers and directors have interests in the merger in addition to or different from the interests of other TCBC shareholders.

TCBC’s executive officers and directors have interests in the merger that may be different from, or in addition to, the interests of TCBC shareholders generally. The TCBC board of directors was aware of these interests and considered them, among other matters, in adopting the merger agreement and approving the transactions contemplated by the merger agreement and in determining to recommend to TCBC shareholders that they vote to approve the TCBC merger proposal. These interests are described in more detail under the section entitled, “ “The Merger — Interests of TCBC’s Directors and Executive Officers in the Merger” beginning on page 78.

The fairness opinions delivered by the respective financial advisors to Colony and TCBC will not reflect changes in circumstances between the date of the merger agreement and the completion of the merger.

The Colony board of directors received a fairness opinion from Hovde on July 22, 2025 and the TCBC board of directors received a fairness opinion from Performance Trust on July 23, 2025. Such opinions have not been updated as of the date of this joint proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of Colony and TCBC, general market and economic conditions and other factors that may be beyond the control of Colony and TCBC may alter the value of Colony or TCBC or the prices of shares of Colony common stock or TCBC common stock by the time the merger is completed. The opinions do not speak as of the time the merger is completed or as of any date other than the date of the opinions, nor do they contemplate any adjustments to the merger consideration. Management of Colony is not aware of any material changes in Colony’s operations or performance since the delivery of the Hovde opinion or that are anticipated to occur before the special meeting takes place or before the merger is completed. Management of TCBC is not aware of any material changes in TCBC’s operations or performance since the delivery of the Performance Trust opinion or that are anticipated to occur before the TCBC special meeting takes place or before the merger is completed. A copy of the Hovde and Performance Trust fairness opinions are included as Annex B and Annex C, respectively, to this joint proxy statement/prospectus. For a description of the opinion that Colony received from its financial advisor, please refer to “The Merger — Opinion of Colony’s

 

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Financial Advisor” beginning on page 69. For a description of the opinion that TCBC received from its financial advisor, please refer to “The Merger — Opinion of TCBC’s Financial Advisor” beginning on page 56.

The merger agreement contains provisions granting both Colony and TCBC the right to terminate the merger agreement in certain circumstances.

The merger agreement contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the merger agreement if the merger is not completed on or prior to March 31, 2026 (subject to extension to April 30, 2026 if the only outstanding condition to closing is the receipt of regulatory approvals) and the right of TCBC to terminate the merger agreement, subject to certain conditions, to accept a business combination transaction deemed to be superior to the merger by the TCBC board of directors. If the merger is not completed, the ongoing business of TCBC could be adversely affected and TCBC will be subject to several risks, including the risks described elsewhere in this “Risk Factors” section. In addition, TCBC may provide Colony with notice of its intention to terminate the merger agreement as a result of certain changes in the trading price of Colony common stock relative to the price of S&P BMI Banks Index; however, Colony has the option (but not the obligation) to increase the exchange ratio to prevent such a termination of the merger agreement. See “The Merger Agreement — Termination of the Merger Agreement” beginning on page 103.

Termination of the merger agreement could negatively impact TCBC and Colony.

If the merger agreement is terminated before closing there may be various consequences. For example, TCBC’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Also, TCBC will have incurred substantial expenses in connection with the proposed merger without realizing the benefits of the merger. If the merger agreement is terminated and the TCBC board of directors seeks another merger or business combination, TCBC shareholders cannot be certain that TCBC will be able to find a party willing to pay the equivalent or greater consideration than that which Colony has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, TCBC may be required to pay Colony a termination fee. See “The Merger Agreement — Effect of Termination” beginning on page 104.

Further, if the merger agreement is terminated and the merger is not consummated, Colony’s stock price may decline to the extent that its current market price reflects a market assumption that the merger will be completed. In addition, the reputation of Colony as an acquirer may be harmed and, as a result, it may make it more difficult for Colony to consummate future acquisitions.

Colony and TCBC will incur significant, non-recurring merger-related transaction and integration costs in connection with the merger, which could adversely affect either company’s financial condition and results of operations.

Colony and TCBC each have incurred and expect to continue to incur substantial costs in connection with the negotiation and completion of the merger and combining the businesses and operations of the two companies, and additional unanticipated transaction- and merger-related costs may be incurred prior to or following the consummation of the merger. Whether or not the merger is consummated, Colony and TCBC expect to continue to incur substantial expenses associated with planning for and completing the merger and combining the operations of the two companies, including such non-recurring expenses as legal, accounting and financial advisory fees, printing fees, data processing and other fees related to formulating integration and conversion plans. Although Colony and TCBC expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction- and merger-related costs over time, this net benefit may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of Colony following completion of the merger.

 

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The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to TCBC that might result in greater value to TCBC shareholders.

The merger agreement prohibits TCBC from initiating, soliciting, encouraging or facilitating certain third-party acquisition proposals. In addition, TCBC has agreed to pay Colony a termination fee of $3,443,000 if the merger agreement is terminated because TCBC decides to enter into or close another acquisition transaction. These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of TCBC from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share price than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire TCBC than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.

In connection with entering into the merger agreement, each member of the TCBC board of directors and each executive officer of TCBC, in their capacities as TCBC shareholders, have entered into voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of TCBC common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of his or her shares of TCBC common stock, subject to certain exceptions. For further information, please see the section entitled “Ancillary Agreements to the Merger Agreement.”

Colony and TCBC will be subject to business uncertainties and TCBC will be subject to contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Colony and TCBC. These uncertainties may impair the ability of Colony or TCBC to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Colony or TCBC to seek to change existing business relationships. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of TCBC may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If any key employees of Colony or TCBC depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the surviving corporation, TCBC’s business prior to the merger closing and Colony’s business after the merger closes could be harmed. In addition, subject to certain exceptions, TCBC has agreed to operate its business in the ordinary course, and to comply with certain other operational restrictions, prior to closing the merger. See “The Merger Agreement — Covenants and Agreements — Conduct of Business Prior to the Completion of the Merger” beginning on page 93 for a description of the restrictive covenants applicable to TCBC.

The merger with TCBC may distract Colony’s management from its other responsibilities.

The acquisition of TCBC could cause Colony’s management to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Colony. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Colony.

The combined company may be unable to retain Colony and/or TCBC personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Colony and TCBC. It is possible that these employees may decide not to remain with Colony and TCBC, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating TCBC to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Colony and TCBC may not be able to locate suitable replacements for any key employees who leave either company or to offer employment to potential replacements on reasonable terms.

 

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Colony and TCBC may waive one or more of the conditions to the merger without re-soliciting shareholder approval for the merger.

Each of the conditions to the obligations of Colony and TCBC to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Colony and TCBC if the condition is a condition to both parties’ obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of Colony and TCBC may evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and re-solicitation of proxies are necessary. Colony and TCBC, however, generally do not expect any such waiver to be significant enough to require re-solicitation of shareholders. If any such waiver is not determined to be significant enough to require re-solicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval.

TCBC shareholders will experience a reduction in percentage ownership and voting power of their shares as a result of the merger and will have less influence on the management and policies of Colony than they had on TCBC before the merger.

TCBC shareholders will have a much smaller percentage ownership interest and effective voting power in Colony compared to their ownership interest and voting power in TCBC prior to the merger. Consequently, TCBC shareholders will have significantly less influence on the management and policies of Colony after the merger than they now have on the management and policies of TCBC. If the merger is consummated, current TCBC shareholders will own approximately [    ]% of the combined company based upon the number of Colony shares outstanding as of [    ]. Accordingly, former TCBC shareholders will own less than the outstanding voting stock of the combined company than current Colony shareholders and would, as a result, be outvoted by current Colony shareholders if such current Colony shareholders voted together as a group.

Future capital needs could result in dilution of shareholder investment.

Colony’s board of directors may determine from time to time there is a need to obtain additional capital through the issuance of additional shares of its common stock or other securities. These issuances would dilute the ownership interests of its shareholders and may dilute the per share book value of Colony common stock. New investors may also have rights, preferences and privileges senior to Colony’s shareholders which may adversely impact its shareholders.

Shares of Colony common stock to be received by holders of TCBC common stock as a result of the merger will have rights different from the shares of TCBC common stock.

Upon completion of the merger, the rights of former TCBC shareholders will be governed by the Articles of Incorporation, as amended, and Amended and Restated Bylaws of Colony. Accordingly, certain rights associated with TCBC common stock may differ from the rights associated with Colony common stock. See “Comparison of Shareholders’ Rights” beginning on page 153 for a discussion of the different rights associated with Colony common stock.

Colony may fail to realize some or all of the anticipated benefits of the merger.

The success of the merger will depend on, among other things, Colony’s ability to successfully combine the businesses of Colony and TCBC. If Colony is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

Colony and TCBC have operated and, until the consummation of the merger, will continue to operate independently. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of Colony or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and counterparties of TCBC could choose to discontinue their relationships with the combined company post-merger because they prefer doing business with an independent company or for any other reason, which would adversely affect the future performance of the combined company. These transition matters could have an adverse effect on each of Colony and TCBC during the pre-merger period and for an undetermined time after the consummation of the merger.

 

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Colony’s and TCBC’s historical and pro forma condensed combined consolidated financial information may not be representative of Colony’s results as a combined company.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/​prospectus are presented for illustrative purposes only and are not necessarily indicative of what Colony’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had they been completed on the dates indicated. Such unaudited pro forma condensed combined financial statements are based upon preliminary estimates to record the TCBC identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the identifiable assets and identifiable liabilities of TCBC as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Statements” beginning on page 35.

Sales of substantial amounts of Colony common stock by former TCBC shareholders could adversely affect the market price of Colony stock.

Following the merger, certain TCBC shareholders will receive Colony common stock, which will be freely tradable. If a significant number of shares of Colony common stock are sold in the public market, it could place downward pressure on the market price of Colony common stock and could affect investor perception of the combined company.

The market price of Colony common stock after the merger may be affected by factors different from those affecting TCBC common stock or Colony common stock currently.

The results of operations of the combined company, as well as the market price of shares of the common stock of the combined company after the merger, may be affected by factors in addition to those currently affecting Colony’s or TCBC’s results of operations and the market prices of shares of Colony common stock. Accordingly, the historical financial results of Colony and TCBC and the historical market prices of shares of Colony common stock may not be indicative of these matters for the combined company after the merger. For a discussion of the businesses of Colony and of certain factors to consider in connection with that business, see the documents incorporated by reference by Colony into this joint proxy statement/prospectus referred to under “Where You Can Find More Information” beginning on page 169.

The market price of the combined company’s common stock may decline as a result of the merger.

The market price of the combined company’s common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger or the effect of the merger on the combined company’s financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the merger, Colony and TCBC shareholders will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities. Current Colony and TCBC shareholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company.

The merger may fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Each of Colony and TCBC intends and expects the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligation of each of Colony and TCBC to complete the merger is conditioned upon the receipt by each of Colony and TCBC of a U.S. federal income tax opinion to that effect from their respective legal counsels. These tax opinions represent the legal judgment of counsel rendering the opinion and are not binding on the Internal Revenue Service (“IRS”) or the courts. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, then the merger would be treated as a taxable sale of the assets of TCBC to Colony followed by a taxable liquidation of TCBC. Generally, the deemed sale of the assets of TCBC would result in taxable gain or loss to TCBC

 

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equal to the difference between (1) the fair market value of the merger consideration and (2) the adjusted tax basis in such assets held by TCBC. Generally, the deemed distribution of the merger consideration in the deemed liquidation of TCBC common stock would result in taxable gain or loss to each TCBC shareholder equal to the difference between (1) the fair market value of the merger consideration distributed in respect of such holder’s TCBC common stock and (2) the adjusted tax basis of such TCBC common stock surrendered in exchange therefor. The consequences of the merger to any particular shareholder will depend on that shareholder’s individual situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

TCBC and/or Colony may be subject to claims and litigation pertaining to the merger that could prevent or delay the completion of the merger.

Any lawsuits filed in connection with the proposed merger could prevent or delay completion of the merger and result in substantial costs to TCBC and Colony, including any costs associated with indemnification. The defense or settlement of any lawsuit or claim that may be filed seeking remedies against TCBC, its board of directors or Colony or its board of directors in connection with the merger that remains unresolved at the effective time of the merger may adversely affect Colony’s business, financial condition, results of operations and cash flows.

Risks Relating Colony’s Business.

You should read and consider risk factors specific to Colony’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in Colony’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 169 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the merger based on the historical financial statements and accounting records of Colony and TCBC after giving effect to the merger, including the expected issuance of 3,839,748 shares of Colony common stock to TCBC’s shareholders pursuant to the merger agreement, and the merger-related pro forma adjustments as described in the notes below. The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting. Under this method, TCBC’s assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of Colony. Any difference between the purchase price for TCBC and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by Colony in connection with the acquisition will be amortized to expense over their estimated useful lives. The financial statements of Colony issued after the acquisition will reflect the results attributable to the acquired operations of TCBC beginning on the date of completion of the acquisition.

The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020, which requires the depiction of the accounting for the transaction, which we refer to as “transaction accounting adjustments,” and allows, but does not require, presentation of the reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur, which we refer to as “management’s adjustments.” Colony has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information. Pro forma adjustments are included only to the extent they are (1) directly attributable to the merger, (2) factually supportable and (3) with respect to the unaudited pro forma combined statement of income, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Colony’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The unaudited pro forma combined consolidated balance sheet combines the historical consolidated balance sheets of Colony and TCBC, giving effect to the merger as if it had been consummated on June 30, 2025. The unaudited pro forma combined consolidated statements of income for the six months ended June 30, 2025 and for the year ended December 31, 2024 combine the historical consolidated statements of income of Colony and TCBC, giving effect to the merger as if it had been consummated on January 1, 2025.

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma income statement information does not include anticipated cost savings or revenue enhancements, which management believes will result from combining certain operating procedures, nor does it include one-time merger-related expenses which will be expensed against income.

Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Colony’s consolidated statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to TCBC’s shareholders’ equity, including results of operations from June 30, 2025 through the date the merger is completed will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited transaction accounting adjustments presented herein. The pro forma calculations,

 

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shown herein, assume a closing price for Colony common stock of $17.46, which represents the 5-day volume-weighted average price of Colony common stock on July 17, 2025.

The unaudited pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during this period.

The unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of Colony and TCBC, which are included with this joint proxy statement/prospectus or incorporated by reference herein.

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Colony common stock or the actual or future results of operations of Colony for any period. Actual results may be materially different than the pro forma information presented.

 

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COLONY BANKCORP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2025
(all amounts are in thousands)

 

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Notes

A.

Includes cash consideration paid to TCBC, cash out value of 407,510 stock options with a weighted average exercise price of $14.77, and TCBC transaction costs.

​

B.

Reflects purchase accounting adjustment to record TCBC’s loans at fair value, as well as the credit related adjustment for non-purchased credit-deteriorated (“non-PCD”) loans.

​

C.

Adjustment of TCBC’s Allowance for Credit Losses (“ACL”) to reflect elimination of TCBC’s ACL at closing, reflect gross-up for estimated lifetime credit losses on purchase credit deteriorated (“PCD”) loan, and reflect estimated lifetime credit losses on non-PCD loans.

​

D.

Adjustment to property and equipment to reflect the estimated fair value of acquired premises and equipment, net

​

E.

Adjustment to record estimated goodwill associated with the merger.

​

F.

Adjustment to record an estimated core deposit intangible of $12.6 million related to the merger.

​

G.

Adjustment to record estimated fair value adjustments on acquired certificates of deposits

​

H.

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

​

I.

Adjustments to common stock to eliminate TCBC’s common stock of $40 thousand par value and record the issuance of Colony common stock to TCBC’s common shareholders of $3.8 million par value

​

J.

Adjustments to paid in capital to eliminate TCBC’s capital surplus of $41.5 million and record the issuance of Colony common stock in excess of par value to TCBC’s common shareholders of $63.1 million.

​

K.

Adjustments to eliminate TCBC’s retained earnings of $41.4 million offset by purchase accounting adjustments included herein.

​

L.

Adjustment to eliminate TCBC’s accumulated other comprehensive loss of $1.8 million.

​

M.

Adjustment to eliminate TCBC’s unearned ESOP

​

 

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COLONY BANKCORP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(all amounts are in thousands, except per share data)

 

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Notes

A.

Adjustment to interest income to record the estimated accretion for the net discount on acquired loans and leases.

​

B.

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

​

C.

Adjustment reflects the yield adjustment for interest income on investment securities

​

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.

Estimated fair value adjustments would not have a material impact on depreciation expense based on the assets remaining useful life.

​

G.

Adjustment reflects the net increase in amortization of other intangible assets for the acquired core deposit intangible asset.

​

H.

Colony expects to incur one-time merger related charges, however, these are not reflected in the pro forma income statements. Colony has preliminarily estimated its after-tax transaction expenses related to the merger with TCBC at approximately $3.4 million. TCBC’s preliminary estimated transaction expenses related to the merger, net of tax, are approximately $5.1 million. Both Colony’s and TCBC’s estimated transaction expenses remain preliminary and are expected to be refined over the coming months as the companies evaluate personnel, benefit plans, facilities, equipment, and service contracts to identify potential redundancies.

​

I.

Income taxes were adjusted to reflect the tax effects of TCBC’s being taxed using Colony’s Federal and State statutory rate of 26%.

​

 

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COLONY BANKCORP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(all amounts are in thousands, except per share data)