As filed with the Securities and Exchange Commission on October 2, 2026.

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GEORGIA BANKING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation or organization)

6022

(Primary Standard Industrial Classification Code Number)

58-2382447

(I.R.S. Employer Identification Number)

1776 Peachtree Street NW, Suite 300,
Atlanta, GA 30309
(866) 711-4530

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

Bartow Morgan, Jr.
Chief Executive Officer
Georgia Banking Company, Inc.
1776 Peachtree Street NW, Suite 300,
Atlanta, GA 30309
(866) 711-4530

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

Copies to:

James Stevens
Brenna Sheffield
Troutman Pepper Locke LLP
600 Peachtree Street, NE, Suite 3000
Atlanta, Georgia 30308
(404) 885-3000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please 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(c) 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 an 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. ☐

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, 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.

The information in this preliminary prospectus is not complete and may be changed. We may not, and the Registered Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary ProspectusSubject to Completion, dated October 2, 2026

7,040,514 Shares

Common Stock

This prospectus relates to the registration of the resale of up to 7,040,514 shares of our voting common stock (our “common stock”) by shareholders identified in this prospectus (the “Registered Shareholders”) of Georgia Banking Company, Inc., a Georgia corporation and the bank holding company for Georgia Banking Company, a wholly owned subsidiary and Georgia bank (the “Bank”). Shares of our non-voting common stock (our “non-voting common stock”) offered by the Registered Shareholders will automatically convert into common stock upon transfer.

Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell their common stock covered by this prospectus, as and to the extent they may determine. If the Registered Shareholders utilize a broker-dealer in the sale of the common stock being offered by this prospectus on the Nasdaq Capital Market (“Nasdaq”), such broker-dealer may receive remuneration in the form of discounts, concessions, or commissions. See “Plan of Distribution.” If the Registered Shareholders choose to sell their common stock, we will not receive any proceeds from the sale of common stock by the Registered Shareholders.

No established public trading market for our common stock currently exists. However, our shares of common stock have a limited history of trading in private transactions. In 2026, 2,298,970 primary and secondary shares of our common stock were sold at a price of $30.00 per share in private placements. For more information, see “Sale Price History of Our Capital Stock.” Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of shares of our common stock on Nasdaq or the subsequent trading price of shares of our common stock on Nasdaq. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the public prices of our shares of common stock on Nasdaq. Further, the listing of our common stock on Nasdaq without a firm-commitment underwritten offering may cause the trading volume and price of our common stock to be more volatile than if our common stock was initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that shares of our common stock are initially listed on Nasdaq, The Nasdaq Stock Market LLC (“Nasdaq Stock Market”) will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. During a 10-minute “Display Only” period, market participants may enter quotes and orders for our common stock in Nasdaq Stock Market’s systems and such information is disseminated, along with other indicative imbalance information, to Performance Trust Capital Partners, LLC (“Performance Trust”), our designated financial advisor with respect to certain other matters relating to our listing, and other market participants by Nasdaq Stock Market on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Performance Trust, in its capacity as our designated financial advisor, will perform the functions under Nasdaq Stock Market Rule 4120(c)(8) and must notify Nasdaq Stock Market that our shares are “ready to trade.” Once Performance Trust has notified Nasdaq Stock Market that shares of our common stock are ready to trade, Nasdaq Stock Market will calculate the Current Reference Price for shares of our common stock, in accordance with Nasdaq Stock Market’s exchange rules. If Performance Trust then approves proceeding at the Current Reference Price, Nasdaq Stock Market will conduct a price validation test in accordance with Nasdaq Stock Market Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq Stock Market may consult with Performance Trust, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will then be executed at such price and regular trading of shares of our common stock on Nasdaq will commence. Under the Nasdaq Stock Market exchange rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell shares of our common stock can be matched; (ii) if more than one price exists under clause (i), then the price that minimizes the number of shares of our common stock for which orders cannot be matched; (iii) if more than one price exists under clause (ii), then the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which shares of our common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under clause (iii), a price determined by Nasdaq Stock Market after consultation with Performance Trust. Performance Trust will exercise any consultation rights only to the extent that it may do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M (to the extent applicable), or applicable relief granted thereunder. Neither the Company nor Registered Shareholders will be involved in Nasdaq Stock Market’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence Performance Trust, in carrying out its role as financial advisor. Performance Trust will determine when shares of our common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on consideration of volume, timing, and price. In particular, Performance Trust will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution.”

We have applied to list our common stock on Nasdaq under the symbol “GBC.” This offering is contingent on approval of our listing application. No assurance can be given that our Nasdaq application will be approved and that our common stock will be listed on Nasdaq. If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this direct listing. We expect our common stock to begin trading on Nasdaq on or about            , 2026.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and are subject to reduced public company reporting requirements.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 14 to read about factors you should consider before investing in our common stock.

None of the Securities and Exchange Commission (the “SEC”), any state securities or banking commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the FDIC or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

Prospectus dated            , 2026

 

TABLE OF CONTENTS

 

i

 

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you. Neither we nor any of the Registered Shareholders have authorized anyone to provide you with different or additional information. Neither we nor any of the Registered Shareholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless we state as much or the context otherwise requires, references in this prospectus to “we,” “our,” “us,” “ourselves,” the “company,” “GBC” and the “Company” refer to Georgia Banking Company, Inc., a Georgia corporation, and its consolidated wholly owned banking subsidiary, Georgia Banking Company, a Georgia bank.

This prospectus describes the specific details regarding this offering and the terms and conditions of our voting common stock being offered hereby (our “common stock”) and the risks of investing in our common stock. Shares of our non-voting common stock (our “non-voting common stock”) offered by the Registered Shareholders will automatically convert into common stock upon transfer. For additional information, please see the section entitled “Where You Can Find Additional Information.”

You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

For investors outside the United States:   Neither we nor any of the Registered Shareholders have done anything that would permit the use of or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by the Registered Shareholders and the distribution of this prospectus outside the United States.

Market and Industry Data

Within this prospectus, we reference certain market, industry and demographic data and other statistical information. We have obtained this data and information from various independent, third-party industry sources and publications. None of such reports or other third-party sources were commissioned by or on behalf of the Company, and none of the information contained therein was prepared in connection with, or specifically for use in, this prospectus. Nothing in the data or information used or derived from third-party sources should be construed as advice. Some data and other information are also based on our good faith estimates, which are derived from our review of external surveys and independent sources. We believe that these external sources and estimates are reliable but have not independently verified them. Statements as to our market position are based on market data currently available to us. Although we are not aware of any misstatements regarding the economic, employment, industry and other market data presented herein, these estimates involve inherent risks and uncertainties and are based on assumptions that are subject to change.

Basis of Presentation

Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Unless otherwise indicated, all information in this prospectus relating to the number of shares of common stock outstanding is based on 10,340,809 shares of our common stock and 331,341 shares of our non-voting common stock outstanding as of September 30, 2026 and:

•

excludes 146,463 shares of our common stock issuable upon the exercise of outstanding stock options (all of which are exercisable) as of September 30, 2026;

​

•

excludes 124,232 shares of our common stock issuable upon the future vesting of 124,232 restricted stock units outstanding as of September 30, 2026;

​

•

excludes 529,722 shares of our common stock and non-voting common stock issuable upon the exercise of outstanding warrants (all of which are exercisable) as of September 30, 2026; and

​

 

ii

 

•

excludes 176,777 shares of our common stock issuable under our Deferred Compensation Plan (defined below) as of September 30, 2026.

​

Trademarks

Our and our Bank’s logos and other trademarks referred to and included in this prospectus belong to us. Solely for convenience, we refer to our trademarks in this prospectus without the “®,” “SM” or the “™” symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus, if any, are the property of their respective owners, although for presentation convenience we may not use the “®,” “SM” or the “™” symbols to identify such trademarks.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. Among other factors, as an emerging growth company we:

•

may present as few as two years of audited financial statements, two years of related management discussion and analysis of financial condition and results of operations;

​

•

are exempt from the requirement to provide an opinion from our auditors on the design and operating effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the “Sarbanes-Oxley Act;”

​

•

are permitted to provide less extensive disclosure about our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and certain other disclosures regarding our executive compensation; and

​

•

are not required to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

​

In addition to the relief described above, the JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have irrevocably determined to take advantage of this extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard. Therefore, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of  $1.235 billion or more, (ii) the end of the fiscal year following the fifth anniversary of the completion of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. Smaller reporting companies may take advantage of many of the same exemptions from disclosure requirements as emerging growth companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

In this prospectus, we have elected to take advantage of the reduced disclosure requirements relating to financial statements and executive compensation and may elect to take advantage of other reduced reporting requirements in future filings for so long as we qualify. As a result, the information that we provide to our shareholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

 

iii

 

​

1

 

2

 

3

 

4

 

​

5

 

​

6

 

7

 

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands, except per share amounts)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

​

​

​

(unaudited)

​

​

​

​

Income Statement Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

84,691

​

​

​

​

$

77,322

​

​

​

​

$

164,872

​

​

​

​

$

130,412

​

​

Interest expense

​

​

​

​

28,768

​

​

​

​

​

30,463

​

​

​

​

​

62,494

​

​

​

​

​

58,728

​

​

Net interest income

​

​

​

$

55,923

​

​

​

​

$

46,859

​

​

​

​

$

102,378

​

​

​

​

$

71,684

​

​

Provision for credit losses

​

​

​

​

2,208

​

​

​

​

​

3,171

​

​

​

​

​

4,521

​

​

​

​

​

8,321

​

​

Noninterest income

​

​

​

​

6,437

​

​

​

​

​

6,208

​

​

​

​

​

10,339

​

​

​

​

​

7,306

​

​

Noninterest expense

​

​

​

​

42,180

​

​

​

​

​

40,800

​

​

​

​

​

78,357

​

​

​

​

​

59,384

​

​

Income before tax expense

​

​

​

$

17,972

​

​

​

​

$

9,096

​

​

​

​

$

29,839

​

​

​

​

$

11,285

​

​

Income tax expense

​

​

​

​

4,676

​

​

​

​

​

2,365

​

​

​

​

​

7,759

​

​

​

​

​

2,829

​

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Adjusted net income(1)

​

​

​

​

15,903

​

​

​

​

​

11,580

​

​

​

​

​

27,062

​

​

​

​

​

8,456

​

​

Pretax pre-provision net revenue (PPNR)(2)

​

​

​

​

20,180

​

​

​

​

​

12,267

​

​

​

​

​

34,360

​

​

​

​

​

19,606

​

​

Pretax pre-provision adjusted net revenue (Adj. PPNR)(2)

​

​

​

​

23,703

​

​

​

​

​

18,820

​

​

​

​

​

41,092

​

​

​

​

​

19,606

​

​

Per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

​

​

$

1.51

​

​

​

​

$

0.84

​

​

​

​

$

2.68

​

​

​

​

$

1.15

​

​

Adjusted basic earnings per share(3)

​

​

​

$

1.80

​

​

​

​

$

1.44

​

​

​

​

$

3.28

​

​

​

​

$

1.15

​

​

Diluted earnings per share

​

​

​

$

1.45

​

​

​

​

$

0.82

​

​

​

​

$

2.62

​

​

​

​

$

1.12

​

​

Adjusted diluted earnings per share(3)

​

​

​

$

1.74

​

​

​

​

$

1.40

​

​

​

​

$

3.21

​

​

​

​

$

1.12

​

​

Tangible book value per share(4)

​

​

​

$

24.36

​

​

​

​

$

21.01

​

​

​

​

$

23.03

​

​

​

​

$

21.14

​

​

Shares of common stock and non-voting common stock outstanding

​

​

​

​

10,609,235

​

​

​

​

​

8,439,081

​

​

​

​

​

8,444,343

​

​

​

​

​

7,358,356

​

​

Weighted average diluted shares

​

​

​

​

9,155,163

​

​

​

​

​

8,243,927

​

​

​

​

​

8,442,809

​

​

​

​

​

7,532,802

​

​

8

 

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands, except per share amounts)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

​

​

​

(unaudited)

​

​

​

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

3,262,344

​

​

​

​

$

2,598,616

​

​

​

​

$

2,702,332

​

​

​

​

$

2,263,623

​

​

Securities available-for-sale, at fair value

​

​

​

​

75,087

​

​

​

​

​

54,677

​

​

​

​

​

51,796

​

​

​

​

​

69,708

​

​

Loans held for investment, net unearned fees

​

​

​

​

2,089,860

​

​

​

​

​

1,726,373

​

​

​

​

​

1,724,934

​

​

​

​

​

1,312,293

​

​

Loans held for sale

​

​

​

​

500,560

​

​

​

​

​

518,239

​

​

​

​

​

505,360

​

​

​

​

​

498,227

​

​

Allowance for credit losses

​

​

​

​

(28,955)

​

​

​

​

​

(25,092)

​

​

​

​

​

(25,574)

​

​

​

​

​

(20,600)

​

​

Goodwill

​

​

​

​

9,732

​

​

​

​

​

4,809

​

​

​

​

​

4,809

​

​

​

​

​

—

​

​

Other intangible assets

​

​

​

​

10,477

​

​

​

​

​

5,964

​

​

​

​

​

5,656

​

​

​

​

​

—

​

​

Deposits

​

​

​

​

2,838,622

​

​

​

​

​

2,071,890

​

​

​

​

​

2,359,685

​

​

​

​

​

1,828,625

​

​

Federal Home Loan Bank advances

​

​

​

​

—

​

​

​

​

​

200,000

​

​

​

​

​

—

​

​

​

​

​

150,000

​

​

Other borrowings(5)

​

​

​

​

82,622

​

​

​

​

​

71,015

​

​

​

​

​

71,216

​

​

​

​

​

61,888

​

​

Tangible common equity(6)

​

​

​

​

258,450

​

​

​

​

​

177,409

​

​

​

​

​

194,449

​

​

​

​

​

155,528

​

​

Total shareholders’ equity

​

​

​

​

278,659

​

​

​

​

​

188,182

​

​

​

​

​

204,914

​

​

​

​

​

155,528

​

​

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

​

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Performance Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on average assets (ROAA)(7)

​

​

​

​

1.00%

​

​

​

​

​

0.57%

​

​

​

​

​

0.88%

​

​

​

​

​

0.45%

​

​

Adjusted return on average assets (Adj. ROAA)(7)(8)

​

​

​

​

1.19

​

​

​

​

​

0.99

​

​

​

​

​

1.08

​

​

​

​

​

0.45

​

​

Return on average common equity(7)

​

​

​

​

12.23

​

​

​

​

​

7.68

​

​

​

​

​

11.96

​

​

​

​

​

5.69

​

​

Adjusted return on average common equity(7)

​

​

​

​

14.62

​

​

​

​

​

13.22

​

​

​

​

​

14.66

​

​

​

​

​

5.69

​

​

Return on average tangible common equity (ROATCE)(7)(8)

​

​

​

​

12.93

​

​

​

​

​

8.02

​

​

​

​

​

12.57

​

​

​

​

​

5.69

​

​

Adjusted return on average tangible common equity (Adj. ROATCE)(7)(8)

​

​

​

​

15.47

​

​

​

​

​

13.79

​

​

​

​

​

15.41

​

​

​

​

​

5.69

​

​

9

 

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

​

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Yield on total loans

​

​

​

​

6.96

​

​

​

​

​

7.23

​

​

​

​

​

7.26

​

​

​

​

​

7.65

​

​

Cost of total deposits(9)​

​

​

​

​

2.29

​

​

​

​

​

2.72

​

​

​

​

​

2.61

​

​

​

​

​

3.33

​

​

Cost of interest-bearing deposits

​

​

​

​

3.08

​

​

​

​

​

3.52

​

​

​

​

​

3.42

​

​

​

​

​

4.00

​

​

Net interest spread(10)​

​

​

​

​

3.37

​

​

​

​

​

3.19

​

​

​

​

​

3.32

​

​

​

​

​

3.10

​

​

Net interest margin(11)​

​

​

​

​

4.36

​

​

​

​

​

4.17

​

​

​

​

​

4.26

​

​

​

​

​

3.97

​

​

Efficiency ratio(12)​

​

​

​

​

67.64

​

​

​

​

​

76.88

​

​

​

​

​

69.52

​

​

​

​

​

75.18

​

​

Loans to deposits

​

​

​

​

91.26

​

​

​

​

​

108.33

​

​

​

​

​

94.52

​

​

​

​

​

99.01

​

​

LHFI to deposits

​

​

​

​

73.62

​

​

​

​

​

83.32

​

​

​

​

​

73.10

​

​

​

​

​

71.76

​

​

Noninterest bearing deposits to total deposits

​

​

​

​

23.51

​

​

​

​

​

22.89

​

​

​

​

​

26.16

​

​

​

​

​

21.53

​

​

Asset Quality Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net charge-offs to average loans(7)(13)​

​

​

​

​

0.10%

​

​

​

​

​

0.00%

​

​

​

​

​

0.06%

​

​

​

​

​

0.43%

​

​

Total allowance for credit losses to gross LHFI

​

​

​

​

1.39

​

​

​

​

​

1.45

​

​

​

​

​

1.48

​

​

​

​

​

1.56

​

​

Nonperforming loans to gross LHFI(14)​

​

​

​

​

0.83

​

​

​

​

​

0.85

​

​

​

​

​

0.85

​

​

​

​

​

0.57

​

​

Nonperforming assets to total assets(15)​

​

​

​

​

0.53

​

​

​

​

​

0.54

​

​

​

​

​

0.54

​

​

​

​

​

0.33

​

​

Balance Sheet Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loan-to-deposit ratio

​

​

​

​

91.26%

​

​

​

​

​

108.33%

​

​

​

​

​

94.52%

​

​

​

​

​

99.01%

​

​

Noninterest bearing deposits to total deposits

​

​

​

​

23.51

​

​

​

​

​

22.89

​

​

​

​

​

26.16

​

​

​

​

​

21.53

​

​

Tangible common equity to tangible assets(16)​

​

​

​

​

7.97

​

​

​

​

​

6.86

​

​

​

​

​

7.22

​

​

​

​

​

6.87

​

​

Capital Ratios:(17)​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tier 1 leverage ratio

​

​

​

​

10.78%

​

​

​

​

​

9.33%

​

​

​

​

​

9.37%

​

​

​

​

​

8.22%

​

​

Common equity Tier 1 ratio

​

​

​

​

11.83

​

​

​

​

​

10.41

​

​

​

​

​

11.52

​

​

​

​

​

9.98

​

​

Tier 1 risk-based capital ratio

​

​

​

​

11.83

​

​

​

​

​

10.41

​

​

​

​

​

11.52

​

​

​

​

​

9.98

​

​

Total risk-based capital ratio

​

​

​

​

13.05

​

​

​

​

​

11.57

​

​

​

​

​

12.74

​

​

​

​

​

11.19

​

​

Other:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of branches

​

​

​

​

10

​

​

​

​

​

9

​

​

​

​

​

9

​

​

​

​

​

7

​

​

Number of full-time equivalent employees

​

​

​

​

275

​

​

​

​

​

228

​

​

​

​

​

229

​

​

​

​

​

189

​

​

10

 

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Merger expenses, net of tax

​

​

​

​

2,607

​

​

​

​

​

4,849

​

​

​

​

​

4,982

​

​

​

​

​

—

​

​

Adjusted net income

​

​

​

$

15,903

​

​

​

​

$

11,580

​

​

​

​

$

27,062

​

​

​

​

$

8,456

​

​

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Pre-Tax, Pre-Provision Net Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Income tax expense

​

​

​

​

4,676

​

​

​

​

​

2,365

​

​

​

​

​

7,759

​

​

​

​

​

2,829

​

​

Income before tax expense

​

​

​

$

17,972

​

​

​

​

$

9,096

​

​

​

​

$

29,839

​

​

​

​

$

11,285

​

​

Provision for credit losses

​

​

​

​

2,208

​

​

​

​

​

3,171

​

​

​

​

​

4,521

​

​

​

​

​

8,321

​

​

Pre-tax, pre-provision net revenue

​

​

​

$

20,180

​

​

​

​

$

12,267

​

​

​

​

$

34,360

​

​

​

​

$

19,606

​

​

Adjusted Pre-Tax, Pre-Provision Net Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before tax expense

​

​

​

$

17,972

​

​

​

​

$

9,096

​

​

​

​

$

29,839

​

​

​

​

$

11,285

​

​

Provision for credit losses

​

​

​

​

2,208

​

​

​

​

​

3,171

​

​

​

​

​

4,521

​

​

​

​

​

8,321

​

​

Merger expenses

​

​

​

​

3,523

​

​

​

​

​

6,553

​

​

​

​

​

6,732

​

​

​

​

​

—

​

​

Pre-tax, pre-provision adjusted net revenue

​

​

​

$

23,703

​

​

​

​

$

18,820

​

​

​

​

$

41,092

​

​

​

​

$

19,606

​

​

11

 

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands, except share data)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Adjusted net income

​

​

​

​

15,903

​

​

​

​

​

11,580

​

​

​

​

​

27,062

​

​

​

​

​

8,456

​

​

Weighted average common shares outstanding at end of period – basic

​

​

​

​

8,819,729

​

​

​

​

​

8,036,547

​

​

​

​

​

8,238,252

​

​

​

​

​

7,334,994

​

​

Basic earnings per share

​

​

​

$

1.51

​

​

​

​

$

0.84

​

​

​

​

$

2.68

​

​

​

​

$

1.15

​

​

Weighted average common shares outstanding at end of period – diluted

​

​

​

​

9,155,163

​

​

​

​

​

8,243,927

​

​

​

​

​

8,442,809

​

​

​

​

​

7,532,802

​

​

Diluted earnings per share

​

​

​

$

1.45

​

​

​

​

$

0.82

​

​

​

​

$

2.62

​

​

​

​

$

1.12

​

​

Adjusted basic earnings per share

​

​

​

$

1.80

​

​

​

​

$

1.44

​

​

​

​

$

3.28

​

​

​

​

$

1.15

​

​

Adjusted diluted earnings per share

​

​

​

$

1.74

​

​

​

​

$

1.40

​

​

​

​

$

3.21

​

​

​

​

$

1.12

​

​

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands, except share data)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Tangible Common Equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total shareholders’ equity

​

​

​

$

278,659

​

​

​

​

$

188,182

​

​

​

​

$

204,914

​

​

​

​

$

155,528

​

​

Less: goodwill and intangibles

​

​

​

​

20,209

​

​

​

​

​

10,773

​

​

​

​

​

10,465

​

​

​

​

​

—

​

​

Tangible common equity

​

​

​

$

258,450

​

​

​

​

$

177,409

​

​

​

​

$

194,449

​

​

​

​

$

155,528

​

​

Common stock and non-voting common stock outstanding

​

​

​

​

10,609,235

​

​

​

​

​

8,443,220

​

​

​

​

​

8,444,343

​

​

​

​

​

7,358,356

​

​

Book value per common share

​

​

​

​

26.27

​

​

​

​

​

22.29

​

​

​

​

​

24.27

​

​

​

​

​

21.14

​

​

Tangible book value per common share

​

​

​

​

24.36

​

​

​

​

​

21.01

​

​

​

​

​

23.03

​

​

​

​

​

21.14

​

​

Tangible Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

3,262,344

​

​

​

​

$

2,598,616

​

​

​

​

$

2,702,332

​

​

​

​

$

2,263,623

​

​

Less: goodwill and intangibles

​

​

​

​

20,209

​

​

​

​

​

10,773

​

​

​

​

​

10,465

​

​

​

​

​

—

​

​

Tangible assets

​

​

​

$

3,242,135

​

​

​

​

$

2,587,843

​

​

​

​

$

2,691,867

​

​

​

​

$

2,263,623

​

​

Tangible common equity to tangible assets

​

​

​

​

7.97%

​

​

​

​

​

6.86%

​

​

​

​

​

7.22%

​

​

​

​

​

6.87%

​

​

12

 

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Return on Average Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Average assets

​

​

​

$

2,684,812

​

​

​

​

$

2,365,169

​

​

​

​

$

2,496,736

​

​

​

​

$

1,886,868

​

​

Return on average assets

​

​

​

​

1.00%

​

​

​

​

​

0.57%

​

​

​

​

​

0.88%

​

​

​

​

​

0.45%

​

​

Adjusted Return on Average Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted net income

​

​

​

$

15,903

​

​

​

​

$

11,580

​

​

​

​

$

27,062

​

​

​

​

$

8,456

​

​

Average assets

​

​

​

$

2,684,812

​

​

​

​

$

2,365,169

​

​

​

​

$

2,496,736

​

​

​

​

$

1,886,868

​

​

Adjusted return on average assets

​

​

​

​

1.19%

​

​

​

​

​

0.99%

​

​

​

​

​

1.08%

​

​

​

​

​

0.45%

​

​

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Return on Average Common Equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Average common equity

​

​

​

$

219,304

​

​

​

​

$

176,643

​

​

​

​

$

184,590

​

​

​

​

$

148,656

​

​

Return on average common equity

​

​

​

​

12.23%

​

​

​

​

​

7.68%

​

​

​

​

​

11.96%

​

​

​

​

​

5.69%

​

​

Adjusted Return on Average Common Equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted net income

​

​

​

$

15,903

​

​

​

​

$

11,580

​

​

​

​

$

27,062

​

​

​

​

$

8,456

​

​

Average common equity

​

​

​

$

219,304

​

​

​

​

$

176,643

​

​

​

​

$

184,590

​

​

​

​

$

148,656

​

​

Adjusted return on average common equity

​

​

​

​

14.62%

​

​

​

​

​

13.22%

​

​

​

​

​

14.66%

​

​

​

​

​

5.69%

​

​

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Year Ended December 31,

​

(dollars in thousands)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

Average Tangible Common Equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

13,296

​

​

​

​

$

6,731

​

​

​

​

$

22,080

​

​

​

​

$

8,456

​

​

Average common equity

​

​

​

​

219,304

​

​

​

​

​

176,643

​

​

​

​

​

184,590

​

​

​

​

$

148,656

​

​

Less: Average goodwill and intangibles

​

​

​

$

12,001

​

​

​

​

$

7,296

​

​

​

​

​

8,976

​

​

​

​

​

—

​

​

Average tangible common equity

​

​

​

​

207,303

​

​

​

​

​

169,347

​

​

​

​

$

175,614

​

​

​

​

$

148,656

​

​

Return on average tangible common equity

​

​

​

​

12.93%

​

​

​

​

​

8.02%

​

​

​

​

​

12.57%

​

​

​

​

​

5.69%

​

​

Adjusted Return on Average Tangible Common Equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted net income

​

​

​

$

15,903

​

​

​

​

$

11,580

​

​

​

​

$

27,062

​

​

​

​

$

8,456

​

​

Average tangible common equity

​

​

​

$

207,303

​

​

​

​

$

169,347

​

​

​

​

$

175,614

​

​

​

​

$

148,656

​

​

Adjusted return on average tangible common equity

​

​

​

​

15.47%

​

​

​

​

​

13.79%

​

​

​

​

​

15.41%

​

​

​

​

​

5.69%

​

​

13

 

RISK FACTORS

Investing in our common stock involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before investing in our common stock, you should carefully read and consider the risk factors described below as well as the other information included in this prospectus. Any of these risks, if they are realized, could have a material adverse effect on our business, financial condition, results of operations, and consequently, the value of our common stock. In any such case, you could lose all or a portion of your original investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect us. Further, to the extent that any of the information in this prospectus constitutes forward-looking statements, the risk factors below are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See “Cautionary Note Regarding Forward-Looking Statements.”

Economic Condition Risks

Changes and instability in economic conditions, geopolitical matters and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial condition.

Our success depends, to a certain extent, upon global, domestic and local economic and political conditions, as well as governmental monetary policies. Our traditional community banking operations primarily serve individuals, businesses and municipalities in the Atlanta MSA. Conditions such as changes in interest rates, money supply, levels of employment and other factors beyond our control may have a negative impact on economic activity. Any contraction of economic activity, including an economic recession, particularly any economic slowdown in the Atlanta MSA, may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. Changes in trade policies by the United States or other countries, such as tariffs or retaliatory tariffs, may cause inflation which could impact the prices of products sold by our borrowers to repay their loans.

Interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, specifically, the Federal Reserve. Although interest rates increased significantly in 2022 and through the first half of 2023 as the Federal Reserve attempted to slow economic growth and counteract rising inflation, the Federal Reserve lowered the federal funds rate in September, November and December of 2024. The Federal Reserve raised the federal fund rate in September of 2026 to address elevated inflation. Changes to interest rates in the future are less certain and any further reduction in rates is likely contingent upon improving inflationary conditions and other economic factors. Further changes in interest rates and monetary policy are dependent upon the Federal Reserve’s assessment of economic data as it becomes available.

The Federal Reserve may maintain higher interest rates to counteract persistent inflationary price pressures, which could push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations. Conversely, lower interest rates may reduce our realized yield on variable rate loans and investment securities and on new loans and securities, which would reduce our interest income and cause downward pressure on net interest income and net interest margin. A significant reduction in our net interest income could have a material adverse impact on our capital, financial condition and results of operations. The Company cannot predict the nature or timing of future changes in monetary, economic, or other policies, or the effect that changes will have on the Company’s business activities, financial condition and results of operations.

Our geographic concentration in the Atlanta MSA, if combined with recessionary conditions, could result in heightened credit risk and increases in our level of nonperforming loans, which could adversely impact our results of operations and financial condition.

Our traditional community banking operations are concentrated exclusively in the Atlanta MSA. This geographic concentration means that our business is significantly influenced by economic conditions, real estate markets, and employment trends within this single metropolitan area. A deterioration of economic conditions, a downturn in the real estate market, significant employer relocations away from the Atlanta MSA, natural disasters, or other adverse events specifically affecting the Atlanta MSA could disproportionately impact our asset quality, deposit levels, loan demand, and overall financial performance relative to institutions with more geographically diversified operations. As we have a meaningful amount of real estate loans in the Atlanta MSA, decreases in real estate values in the Atlanta MSA could adversely affect the value of property used as collateral, which, in turn, can adversely affect the value of our loan and investment portfolios.

 

14

 

Credit performance over the medium- and long-term is susceptible to economic and market forces specific to our market area and therefore forecasts remain uncertain. Instability and uncertainty in the commercial and residential real estate markets within the Atlanta MSA, as well as in the broader commercial and retail credit markets, could have a material adverse effect on our financial condition and results of operations. A weakening or worsening of the local economy or employment market in the Atlanta MSA could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability. Although we might not have significant exposure to all the businesses in the Atlanta MSA, the downturn in any of these businesses could have a negative impact on local economic conditions, real estate collateral values generally and the ability of our borrowers to repay loans, which could negatively affect our financial condition, results of operations and the value of our common stock.

We are subject to interest rate risk, which could adversely affect our profitability.

Our profitability, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings. We have positioned our balance sheet to perform adequately in either a higher or lower interest rate environment, but this may not remain true in the future. Our interest sensitivity profile was asset sensitive as of June 30, 2026 and December 31, 2025, generally meaning that our net interest income would decrease more from falling short-term interest rates than from increasing short-term interest rates.

Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes could affect our ability to originate loans and obtain deposits, the fair value of our assets and liabilities and the average duration of our assets and liabilities. Any substantial, unexpected or prolonged change in market interest rates could have an adverse effect on our business, financial condition and results of operations. As of June 30, 2026, 68.2% of our earning assets and 48.9% of our interest-bearing liabilities were variable-rate, where our variable rate liabilities reprice at a slower rate than our variable rate assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our business, financial condition, results of operations and prospects.

Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect our net interest income and, in turn, our profitability. In addition, loan volumes are affected by market interest rates on loans. Rising interest rates generally are associated with a lower volume of loan originations while lower interest rates are usually associated with higher loan originations. Conversely, in rising interest rate environments, loan repayment rates will typically decline and in falling interest rate environments, loan repayment rates will typically increase. Accordingly, changes in market interest rates could materially and adversely affect our net interest income, asset quality and loan origination volume. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to the allowance for credit losses which could have a material adverse effect on our business, results of operations, financial condition, prospects and the value of our common stock.

A flat or inverted yield curve, changes in the shape of the yield curve, or sustained interest rate volatility may reduce our net interest margin and adversely affect our loan and investment portfolios.

The yield curve is a reflection of interest rates applicable to short and long-term debt. The yield curve is steep when short-term rates are much lower than long-term rates; it is flat when short-term rates and long-term rates are nearly the same; and it is inverted when short-term rates exceed long-term rates. Historically, the yield curve is usually upward sloping. However, the yield curve can be relatively flat or inverted, which has happened several times in the past few years. A flat or inverted yield curve, which tends to decrease net interest margin, would adversely impact our lending businesses and investment portfolio. In addition, rapid shifts in the shape of the yield curve can create mismatches between the duration of our assets and liabilities, potentially resulting in unrealized losses in our investment securities portfolio and increased funding costs that may not be immediately offset by higher asset yields.

 

15

 

Credit Risks

Our decisions regarding credit risk could be inaccurate and our allowance for credit losses may be inadequate, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our earnings are affected by our ability to make loans, and thus we could sustain significant loan losses and consequently significant net losses if we incorrectly assess (i) the creditworthiness of our borrowers resulting in loans to borrowers who fail to repay their loans in accordance with the loan terms or (ii) the value of the collateral securing the repayment of their loans, or we fail to detect or respond to a deterioration in our loan quality in a timely manner. Management makes various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans.

We maintain an allowance for credit losses that we consider adequate to absorb losses inherent in the loan portfolio based on our assessment of the information available. In determining the size of our allowance for credit losses, we rely on an analysis of our loan portfolio based on historical loss experience, current conditions, reasonable and supportable forecasts, and other pertinent information. The determination of the appropriate level of the allowance for credit losses involves a high degree of subjectivity and judgment and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. We cannot be certain that our allowance will be adequate over time to cover credit losses in our portfolio because of unanticipated adverse changes in the economy, market conditions or events adversely affecting specific customers, industries or markets, or borrowers repaying their loans. We target small and medium-sized businesses as loan customers. Because of their size, these borrowers may be less able to withstand competitive or economic pressures than larger borrowers in periods of economic weakness. We believe our allowance for credit losses is adequate, but if the credit quality of our customer base or their debt service behavior materially decreases, if the risk profile of a market, industry or group of customers declines or weakness in the real estate market were to arise, or if our allowance for credit losses on loans is not adequate, our business, financial condition, including our liquidity and capital, and results of operations, could be materially adversely affected.

Our allowance for credit losses as of June 30, 2026, was $29.0 million, or 1.39% of total gross loans held-for-investment. Our allowance for credit losses as of December 31, 2025, was $25.6 million, or 1.48% of total gross loans held-for-investment. If our assumptions are inaccurate, we may incur loan losses in excess of our current allowance for credit losses and be required to make material additions to our allowance for credit losses, which could have a material adverse effect on our business, financial condition, results of operations and prospects. However, even if our assumptions are accurate, federal and state regulators periodically review our allowance for credit losses and could require us to materially increase our allowance for credit losses or recognize further loan charge-offs based on judgments different than those of our management. Any material increase in our allowance for credit losses or loan charge-offs as required by these regulatory agencies could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our largest loan relationships currently make up a significant percentage of our total loans held-for-investment portfolio.

As of June 30, 2026, our 10 largest loan relationships totaled approximately $255.0 million of loans outstanding, or approximately 12.14% of our total LHFI portfolio. Each of the loans associated with these relationships has been underwritten in accordance with our underwriting policies and limits. The concentration risk associated with having a small number of relatively large loan relationships is that, if one or more of these relationships were to become delinquent or suffer default, we could be at risk of material losses. The allowance for credit losses may not be adequate to cover losses associated with any of these relationships, and any loss or increase in the allowance could have a material adverse effect on our business, financial condition, results of operations and prospects.

We have a material concentration of commercial real estate loans, which subjects us to heightened credit risk and could increase regulatory scrutiny and impose potential limitations on our growth.

Our credit risk and credit losses can increase if our loan portfolio becomes concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. As of June 30, 2026, our commercial real estate loan portfolio, which includes commercial construction and commercial real estate mortgage loans, was $1.2 billion, or 58.8% of the LHFI portfolio. Our commercial real estate concentration as a percentage of total risk-based capital does not currently exceed the informal supervisory thresholds established under the 2006 Interagency Guidance on Concentrations in Commercial Real Estate Lending, which identifies institutions with total CRE loans exceeding 300% of total risk-based capital, or construction and land development loans exceeding 100% of total risk-based capital, as warranting heightened supervisory attention. While we maintain what we believe to be robust credit risk management practices, including portfolio monitoring, stress testing, and enhanced underwriting standards for CRE credits, there can be no

 

16

 

assurance that these measures will be sufficient to prevent losses. The federal bank regulatory agencies have indicated their view that banks with high concentrations of loans secured by commercial real estate are subject to increased risk and should hold higher capital than regulatory minimums to maintain an appropriate cushion against loss that is commensurate with the perceived risk. Were we to exceed the informal supervisory thresholds established under the 2006 Interagency Guidance on Concentrations in Commercial Real Estate Lending, we may be required to hold higher capital than regulatory minimums. A change in the regulatory capital requirements applicable to us could limit our ability to leverage our capital. If general negative economic conditions in the market areas in which we operate impact this customer sector, our results of operations and financial condition may be adversely affected. Further, the deterioration of borrowers’ businesses may hinder their ability to repay their loans with the Bank, which could have a material adverse effect on our financial condition, results of operations and prospects.

We may have more credit risk and higher credit losses to the extent loans are concentrated by location or industry of the borrowers or collateral.

Our credit risk and credit losses could increase if our loans are concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. Deterioration in economic conditions, housing conditions and commodity and real estate values in certain states or locations could result in materially higher credit losses if loans are concentrated in those locations. Our largest concentrations within our LHFI portfolio are loans secured by office and industrial properties. As of June 30, 2026, our loan portfolio had approximately $165.0 million and $194.0 million of commercial loans secured by office and industrial properties, respectively, which represented approximately 7.86% and 9.30% of the LHFI portfolio, respectively. While the Bank does not currently have any non-performing loans within the office or industrial sectors, loans secured by real estate within these sectors are generally characterized by substantial equity requirements at the time of closing, moderate loan to cost and loan to value metrics and are underwritten to debt yields meaningfully higher than the current capitalization rates for properties within these asset classes. The absence of current non-performing loans reflects present conditions and is not indicative of future performance; problem loans and losses may emerge with limited warning, particularly if economic or real estate conditions weaken. If the risks associated with our concentrations materialize, we could experience higher levels of non-performing loans for loans concentrated in these sectors along with increased loan delinquencies, charge-offs and provisions for credit losses, and impairment or declines in the value of collateral securing our loans. These developments could reduce our net income and earnings, adversely affect our liquidity and cause deterioration in our regulatory capital ratios.

We are subject to the credit risk of our merchant clients, which may result in significant financial losses if merchants are unable to satisfy customer chargebacks.

A portion of our treasury services revenue is generated by processing card-based payment transactions on behalf of merchant clients. In the ordinary course of this business, we assume a degree of credit risk with respect to those merchants. When a cardholder disputes a transaction, the amount of the disputed transaction is generally charged back to the merchant, and the purchase price is refunded to the cardholder by the card-issuing institution. Chargebacks arise for a variety of reasons, including cardholder fraud, processing errors, and, most significantly, the merchant’s failure to deliver the goods or services purchased. If we or our sponsoring arrangements are unable to collect the amount of a chargeback from the merchant’s account, or if the merchant refuses or is financially unable to reimburse us for the chargeback, we bear the loss for the amount of the refund paid to the cardholder. Our exposure is heightened for merchants that sell goods or services that are delivered, or expected to be delivered, well after the cardholder is charged, because a cardholder may seek to reverse a payment after we have remitted settlement funds to the merchant. If chargeback losses exceed our reserves, or if we are required to increase our reserves materially, our business, financial condition, results of operations, and reputation could be materially and adversely affected.

We are subject to environmental liability risk associated with our lending activities.

In the course of our business, from time to time, we may choose to foreclose on and take title to real estate in order to recover value from collateral securing the real estate loans we make. Although we have policies and procedures that require us to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination

 

17

 

emanating from the property. Any significant environmental liabilities could have a material adverse effect on our business, financial condition, results of operations and prospects.

Liquidity and Funding Risks

Liquidity is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity, could materially impair our ability to fund our operations and jeopardize our results of operation, financial condition and cash flows.

Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers and other creditors by either converting assets into cash or accessing new or existing sources of incremental funds. Liquidity risk arises from the possibility that we may be unable to satisfy current or future funding requirements and needs. Deposit levels may be affected by several factors, including rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, general economic and market conditions, customer concerns about the safety and soundness of our bank, whether real or perceived, or the U.S. banking system in general and other factors. Loan repayments are a relatively stable source of funds but are subject to the borrowers’ ability to repay loans, which can be adversely affected by a number of factors including changes in general economic conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors. Furthermore, loans generally are not readily convertible to cash.

We anticipate we will continue to rely primarily on deposits, loan repayments, and cash flows from our investment securities to provide liquidity. However, from time to time, secondary sources may be used to augment our primary funding sources. Such secondary sources may include FHLB advances, brokered deposits, repurchase agreements, secured and unsecured federal funds lines of credit from correspondent banks, Federal Reserve borrowings and/or accessing the equity or debt capital markets. The availability of these secondary funding sources is subject to broad economic conditions, to regulation and to investor assessment of our financial strength and, as such, the cost of funds may fluctuate significantly and/or the availability of such funds may be restricted, thus impacting our net interest income, our immediate liquidity and/or our access to additional liquidity. Additionally, if we fail to remain “well-capitalized,” our ability to utilize brokered deposits may be restricted.

We rely in part on wholesale and non-core funding sources, including brokered deposits and FHLB advances. As of June 30, 2026, brokered deposits represented approximately $131.3 million, or approximately 4.6% of total deposits. In addition, as of June 30, 2026, although we consider our 10 largest depositor relationships to be core deposit relationships, those relationships totaled $818.4 million of deposits, or approximately 28.8% of our total deposits. The concentration risk associated with having a small number of relatively large deposit relationships is that, if one or more of these relationships were to utilize our competitors or otherwise move funds outside of deposit accounts at the Bank, we could be at risk of material negative impact to our operations. Our wholesale and non-core funding relationships and some of our large core deposit relationships are generally not governed by long-term contracts, and these customers may reduce or withdraw their deposits at any time. They could choose to do so for many reasons beyond our control, including more attractive interest rates or terms offered by competitors, dissatisfaction with our products or level of service, a deterioration in their own financial condition or a change in their liquidity needs, concerns (whether or not well founded) about our financial condition or reputation or about the banking industry generally, the departure of relationship managers or other personnel who maintain these relationships, or the availability of alternative investments such as money market funds or U.S. Treasury securities offering higher yields.

Because our deposit base is somewhat concentrated, the loss of, or a significant reduction in deposits from, any one or more of them could have a disproportionate effect on us compared to a financial institution with a more diversified deposit base. If one or more of our large depositors were to withdraw a substantial portion of their funds, we could be required to replace those deposits with higher-cost funding source or obtain replacement funding on less favorable terms such as brokered deposits, FHLB advances or borrowings from the Federal Reserve; sell investment securities or other assets, potentially at a loss, to meet liquidity needs; or curtail our lending and other growth initiatives. In addition, if we cease to be “well-capitalized,” our ability to accept, renew, or roll over brokered deposits would be restricted absent an FDIC waiver. Any of these actions could increase our cost of funds, compress our net interest margin, reduce our net income and limit our ability to grow.

An inability to maintain or raise funds (including the inability to access secondary funding sources) in amounts necessary to meet our liquidity needs would have a substantial negative effect, individually or collectively, on our liquidity. Our access to funding sources in amounts adequate to finance our activities, or on terms attractive to us, could be impaired by factors that affect us specifically or the financial services industry in general. For example, factors that could detrimentally impact our access to liquidity sources include our financial results, a decrease in the level of our business activity due to a market downturn or adverse regulatory action against us, a reduction in our credit rating, any damage to our reputation, counterparty availability, changes in the activities of our business partners, changes affecting our loan portfolio or other assets, or any other event that could cause

 

18

 

a decrease in depositor or investor confidence in our creditworthiness and business. Our access to liquidity could also be impaired by factors that are not specific to us, such as general business conditions, interest rate fluctuations, severe volatility or disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole, or legal, regulatory, accounting, and tax environments governing our funding transactions. In addition, our ability to raise funds is strongly affected by the general state of the U.S. and world economies and financial markets as well as the policies and capabilities of the U.S. government and its agencies, and may remain or become increasingly difficult due to economic and other factors beyond our control. Any such event or failure to manage our liquidity effectively could affect our competitive position, increase our borrowing costs and the interest rates we pay on deposits, limit our access to the capital markets, or cause us to sell investment securities and incur losses from those sales, any or all of which could have a material adverse effect on our results of operations or financial condition.

The proportion of our deposit account balances that exceed FDIC insurance limits may expose us to enhanced liquidity risk in times of financial distress.

Uninsured deposits historically have been viewed by the FDIC as less stable than insured deposits. According to statements made by the FDIC staff and the leadership of the federal banking agencies, customers with larger uninsured deposit account balances often are small- and mid-sized businesses that rely upon deposit funds for payment of operational expenses and, as a result, are more likely to closely monitor the financial condition and performance of their depository institutions. As a result, in the event of financial distress, uninsured depositors historically have been more likely to withdraw their deposits.

If a significant portion of our deposits were to be withdrawn within a short period of time such that additional sources of funding would be required to meet withdrawal demands, we may be unable to obtain funding at favorable terms, which may have an adverse effect on our net interest margin. Moreover, obtaining adequate funding to meet our deposit obligations may be more challenging during periods of elevated prevailing interest rates, such as the present period. Our ability to attract depositors during a time of actual or perceived distress or instability in the marketplace may be limited. Further, interest rates paid for borrowings generally exceed the interest rates paid on deposits. This spread may be exacerbated by higher prevailing interest rates. In addition, because our investment securities lose value when interest rates rise, after-tax proceeds resulting from the sale of such assets may be diminished during periods when interest rates are elevated. While we believe we maintain adequate access to liquidity across a number of third-party funding sources, under such circumstances, we may be required to access funding from sources such as the Federal Reserve’s discount window in order to manage our liquidity risk.

Operational Risks

We face intense competition from traditional financial institutions, financial technology companies, digital asset providers, and other non-bank competitors, which could adversely affect our growth and profitability.

We face substantial competition in all areas of our operations from a variety of different competitors, both within and beyond our principal markets, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including, without limitation, credit unions, finance companies, brokerage firms, insurance companies, and other financial services providers, such as financial technology and payments companies. In addition, we increasingly compete with digital asset and cryptocurrency platforms, stablecoin issuers, and decentralized finance protocols that offer payment, lending, and deposit-like services outside the traditional banking system. The financial services industry could become even more competitive as a result of legislative and regulatory changes, including any federal stablecoin legislation that may create new competitors for payment flows and deposit funding. Technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems, peer-to-peer payments, and embedded finance solutions. Many of our competitors, particularly large technology companies and fintech firms, have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.

Our ability to compete successfully depends on a number of factors, including, among other things:

•

the ability to develop, maintain, and build upon long-term customer relationships based on top quality service, high ethical standards, and safe, sound assets;

​

•

the ability to expand our market position;

​

•

the scope, relevance, and pricing of products and services offered to meet customer needs and demands;

​

 

19

 

•

the rate at which we introduce new products and services relative to our competitors; and

​

•

customer satisfaction with our level of service.

​

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.

Our rapid growth may strain our infrastructure, management resources, and internal controls, and we may not be able to manage our growth effectively.

We have experienced significant growth in recent years, including crossing $3.0 billion in consolidated assets as of June 30, 2026. Continued rapid growth places significant demands on our management, operational infrastructure, technology systems, risk management framework, and internal controls. If we are unable to manage our growth effectively, we may experience operational inefficiencies, increased compliance costs, elevated credit risk from loan growth that outpaces our risk management capabilities, technology system capacity constraints, and difficulty maintaining our service quality and corporate culture. Our growth strategy, including expansion of our treasury services group and continued origination of commercial real estate and mortgage warehouse loans, requires sustained investment in personnel, technology, and compliance infrastructure. If our revenues do not increase commensurately with these investments, or if we experience unexpected loan losses or operational disruptions during periods of rapid expansion, our profitability and financial condition could be materially adversely affected. There can be no assurance that we will be able to manage our growth successfully or that growth will continue at historical rates.

We may not be able to overcome the integration and other risks associated with any past or future acquisitions, which could have an adverse effect on our ability to implement our business strategy.

In the ordinary course of business, we routinely evaluate and pursue acquisition opportunities that we believe complement our activities and have the ability to enhance our profitability and provide attractive risk-adjusted returns. We intend to continue to routinely evaluate and pursue such acquisition opportunities. Our future acquisition activities could be material to our business and involve a number of risks, including the following:

•

intense competition from other banking organizations and other acquirers for potential merger candidates;

​

•

market pricing for desirable acquisitions resulting in returns that are less attractive than we have traditionally sought to achieve;

​

•

incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business;

​

•

using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;

​

•

potential exposure to unknown or contingent liabilities of banks and businesses we acquire, including consumer compliance issues;

​

•

the time and expense required to integrate the operations and personnel of the combined businesses;

​

•

experiencing higher operating expenses relative to operating income from the new operations;

​

•

losing key employees and customers;

​

•

reputational issues if the target’s management does not align with our culture and values;

​

•

significant problems relating to the conversion of the financial and customer data of the target;

​

•

integration of acquired customers into our financial and customer product systems;

​

•

risks of impairment to goodwill; or

​

•

regulatory timeframes for review of applications may limit the number and frequency of transactions we may be able to consummate.

​

Depending on the condition of any institution or assets or liabilities that we may acquire, that acquisition may, at least in the near term, adversely affect our capital and earnings and, if not successfully integrated with our organization, may continue to have such effects over a longer period. We may not be successful in overcoming these risks or any other problems encountered

 

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in connection with pending or potential acquisitions, and any acquisition we may consider will be subject to prior regulatory approval. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy, which, in turn, could have an adverse effect on our business, financial condition and results of operations.

The payment services we offer subject us to operational, regulatory, and competitive risks distinct from our traditional banking activities, and failure to keep pace with technological change could adversely affect our business.

An integrated component of our treasury services group is our payments team, which provides services to payroll providers and other customers that facilitate payment processing. This activity subjects us to risks related to transaction processing errors, system outages, network compliance requirements, settlement failures, and the potential for significant fraud losses associated with high-volume payment transactions. The payments industry is subject to rapid technological change, evolving regulatory requirements, and intense competition from large commercial banks, specialty providers of electronic payments processing, ACH processors and financial technology companies. Many of these competitors are larger, have greater resources, and may leverage relationships and economies of scale that we cannot match. Our success in this area depends on our ability to maintain reliable technology infrastructure, comply with network rules and payment industry standards, attract and retain customers and technology partners, and continuously innovate our product offerings. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including those related to or involving AI, blockchain, and other distributed ledger technologies. Failure to successfully manage the risks inherent in our treasury services group, or to keep pace with technological change affecting the financial services and payments industries, could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

Our retail mortgage warehouse program is subject to various risks that could adversely impact our results of operations and financial condition.

We have a nationwide retail mortgage warehouse program that provides short term funding primarily to non-bank mortgage loan originators. Short-term funding is provided via a whole-loan purchase by the Bank and subsequent sale of each whole-loan to an approved investor. Under this form of warehouse lending, the Bank purchases individual mortgage loans directly from our non-bank mortgage clients. The Bank does not provide financing directly to the non-bank mortgage loan originators, nor is it under any obligation to buy from the mortgage originator. Substantially all single-family mortgage loans we acquire through this program have a known secondary market takeout at the time of purchase by an investor approved by the Bank. The Bank takes physical possession of the notes and allonges at the time of purchase and the loans typically remain on our balance sheet for less than 30 days. At June 30, 2026, we had 61 approved mortgage originators, and 129 mortgage investors. Of these mortgage originators, 59 had mortgages purchased by the Bank as of June 30, 2026. At June 30, 2026, there was $500.6 million in loans held for sale outstanding, compared to $505.4 million and $498.2 million outstanding at December 31, 2025 and 2024, respectively.

There are numerous risks associated with retail mortgage warehouse lending, which include, without limitation, (i) credit risks relating to the mortgage loans that are purchased from our clients, (ii) the risk of intentional misrepresentation or fraud by any of these mortgage originators or the underlying borrowers, (iii) changes in the market value of mortgage loans acquired by the Bank, the sale of which is the expected source of repayment to the Bank, (iv) unsalable or impaired mortgage loans originated, which could lead to decreased collateral value and the failure of an investor to purchase the loan from the Bank, (v) secondary market liquidity for mortgages, including securitization markets, that may impact the demand for mortgage loans from investors, and (vi) the volatility of mortgage loan originations. Failure to successfully manage these risks could have a material adverse effect on our business and our financial condition and results of operations.

New lines of business or new products and services may subject us to additional risk.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. We may invest significant time and resources in these efforts. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and pricing and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business and/or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could have a material adverse effect on our business and, in turn, our financial condition and results of operations.

 

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Our internal controls may be ineffective.

Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, and financial condition.

Failure to achieve and maintain an effective internal control environment could prevent us from accurately reporting our financial results, preventing or detecting fraud or providing timely and reliable financial information pursuant to our reporting obligations, which could result in a material weakness in our internal controls over financial reporting and the restatement of previously filed financial statements and could have a material adverse effect on our business, financial condition and results of operations. Further, ineffective internal controls could cause our investors to lose confidence in our financial information, which could affect the trading price of our common stock.

Competition and regulatory developments relating to financial technology, digital assets and stablecoins could adversely affect our business.

The financial services industry is subject to rapid technological change and increasing competition from financial technology companies, payment providers, and issuers of digital assets and stablecoins, some of which operate under different regulatory regimes than we do. Recent federal legislation and rulemaking establishing a regulatory framework for payment stablecoins, together with evolving state and federal regulation of digital assets, may increase competition for deposits and payments activity, create new compliance obligations if we choose to participate in these activities, and introduce risks that are novel and not fully understood. Our failure to respond effectively to these developments, or to manage the associated legal, compliance, and operational risks, could adversely affect our competitive position, deposits, and results of operations.

Use of AI and ML technologies subjects us to additional risks, including model risk, regulatory uncertainty and potential bias.

We use, and expect to increasingly rely upon, AI and ML technologies in various aspects of our business, including credit underwriting and due diligence, fraud detection, customer service, payment processing, and to enhance our operational efficiency. These technologies are subject to risks including the potential for biased or inaccurate outputs, lack of transparency in AI and ML outputs (sometimes referred to as the “black box” problem), data quality issues, and the possibility that AI-generated outputs could result in decisions by the Bank that lead to unfair lending practices or other regulatory violations. Federal and state banking regulators, as well as the CFPB, are actively developing supervisory expectations and potential regulations governing the use of AI in financial services, and the regulatory landscape remains uncertain. New or evolving regulatory requirements may limit our ability to deploy AI technologies, require costly modifications to our systems, or expose us to enforcement actions if our AI tools produce outcomes that are deemed discriminatory or otherwise harmful to consumers.

We also utilize, and expect to continue utilizing, third-party vendors and technology partners for a significant portion of our AI and ML capabilities. We engage other vendors and service providers that may themselves utilize AI or ML technologies in delivering their products and services to us, in some cases without disclosure of their use of AI or ML. Our use of, and exposure to, third-party AI usage reduces our visibility into and control over the design, training data, and decision logic of those systems, which can make it difficult to validate their outputs, detect bias or errors or explain the basis for decisions they inform. Under applicable interagency guidance on third-party relationships, we remain responsible for managing the risks arising from these arrangements and for the outcomes those tools produce, even though we did not develop them and, in some cases, may not control or be aware of their use of AI or ML. Our reliance on a limited number of key AI and ML technology providers also exposes us to concentration and continuity risk. Further, exchanging information with third-party AI systems and third parties who utilize AI tools, heightens our data-privacy and information-security risks. These risks could directly impact our operations, relationship with our customers and vendors which might result in adverse effects to our financial condition.

Our competitors, particularly large technology companies and AI-native fintech firms, may develop and deploy AI or ML technologies more rapidly or effectively than we can, which could place us at a competitive disadvantage. Failure to appropriately govern, validate, and monitor our AI and ML systems could result in financial losses, reputational harm, regulatory sanctions, or litigation that could have a material adverse effect on our business, financial condition and results of operations.

Fraud is a major, and increasing, operational risk for us.

Deposit and loan fraud continue to be major sources of fraud attempts and loss. The sophistication and methods used to perpetrate fraud continue to evolve as technology changes. In addition to cybersecurity risk, new technologies have made it

 

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easier for bad actors to obtain and use personal client information, mimic signatures and otherwise create false documents that look genuine. The industry fraud threat continues to evolve, including but not limited to card fraud, check fraud, social engineering and phishing attacks for identity theft, business and email compromise and account takeover. Additionally, the use of AI and ML could exacerbate many of these risks. Our anti-fraud measures are both preventive and, when necessary, responsive; however, some level of fraud loss is unavoidable, and the risk of a major loss cannot be eliminated.

Fraud is also an inherent and unavoidable risk of the merchant acquiring services and payments team within our treasury services group, and the methods used to perpetrate fraud are increasingly sophisticated and constantly evolving. We are exposed to fraud committed by cardholders, by merchants, by our ISOs, TPPPs, by our employees, and by third parties, including the submission of fraudulent or unauthorized transactions, the use of stolen or counterfeit card credentials, merchant collusion and transaction laundering, and identity theft. Fraud losses often correlate with, and compound, our chargeback and merchant credit exposure, because fraudulent transactions frequently result in chargebacks that an insolvent or complicit merchant is unable or unwilling to fund. With respect to chargeback-related losses specifically, we benefit from a loss structure pursuant to which a dedicated chargeback reserve bears the first loss, losses exceeding the chargeback reserve are absorbed by our merchant acquiring counterparty, and we bear any remaining losses only after both the chargeback reserve and the counterparty’s loss absorption capacity have been exhausted. Notwithstanding this structure, there can be no assurance that our chargeback reserve or the financial capacity of our merchant acquiring counterparty will be sufficient to fully absorb chargeback-related losses under all circumstances. We seek to manage fraud risk more broadly through underwriting, transaction monitoring, fraud detection systems, reserves, and the prompt termination of offending relationships, but these measures may fail to detect or prevent fraudulent activity in a timely manner, and our reserves may prove inadequate.

A significant increase in fraud losses, whether due to a failure of our controls, our inability to recover fraud losses from our counterparties, a rise in the general level of fraud or the actions of a particular third-party, affiliate or partner, could result in financial losses, fines and assessments, increased compliance and monitoring costs and reputational harm, all of which could materially and adversely affect our financial condition and results of operations.

Our business continuity plans or data security systems could prove to be inadequate, resulting in cyberattacks, other data or security breaches or a material interruption in, or disruption to, our business and a negative impact on our results of operations.

We rely heavily on communications and information systems to conduct our business. Our daily operations depend on the operational effectiveness of our technology to accurately track and record our assets and liabilities. Any failure, interruption, or breach in security of our computer systems or outside vendor technology could result in failures or disruptions in general ledger, deposit, loan, customer relationship management, and other systems leading to inaccurate financial records. While we have disaster recovery, business continuity and other policies and procedures designed to prevent or limit the effect of any failure, interruption, or security breach of our information systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our results of operations.

Cybersecurity risks for lenders have significantly increased in recent years, in part, because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of computer hackers, organized crime, terrorists, and other external parties, including foreign state actors. We, our clients and loan applicants, regulators and other third parties have been subject to, and are likely to continue to be the target of, cyberattacks. These cyberattacks could include computer viruses, malicious or destructive code, phishing attacks, denial of service or information, improper access by team members or third-party vendors or other security breaches that have or could in the future result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our team members, our clients and loan applicants or of third parties, or otherwise materially disrupt our or our clients’ and loan applicants’ or other third parties’ network access or business operations.

In addition, the Bank provides its customers with the ability to bank online and through mobile banking. The secure transmission of confidential information over the internet is a critical element of online and mobile banking. While we use qualified third-party vendors to test and audit our network, our network could become vulnerable to unauthorized access, computer viruses, phishing schemes, and other security issues. The Bank may be required to spend significant capital and other resources to alleviate problems caused by security breaches or computer viruses. To the extent that the Bank’s activities or the activities of its customers involve the storage and transmission of confidential information, security breaches and viruses

 

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could expose the Bank to claims, litigation, and other potential liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in the Bank’s systems and could adversely affect its reputation and its ability to generate deposits.

Additionally, we outsource the processing of our core data system, as well as other systems such as online banking, to third-party vendors. Prior to establishing an outsourcing relationship, and on an ongoing basis thereafter, management monitors key vendor controls and procedures related to information technology, which includes reviewing reports of service auditor’s examinations. If our third-party vendor encounters difficulties or if we have difficulty in communicating with such third party, it will significantly affect our ability to adequately process and account for customer transactions, which would significantly affect our business operations.

Security breaches or system failures involving our or our merchants’ point-of-sale systems could result in significant regulatory fines and litigation.

Our merchant acquiring services involve the collection, transmission, processing, and storage of large volumes of sensitive information, including cardholder account numbers, personal information, and transaction data. We and our merchants, ISOs, TPPPs and other service providers rely on point-of-sale terminals, payment gateways, networks, and information technology systems that may be targeted by criminals and other malicious actors. Despite security measures, our systems and those of the parties with which we do business are subject to the risk of unauthorized access or other forms of cyberattacks. A breach or failure of the point-of-sale systems used by our merchants is largely outside of our control yet may expose cardholder data that passes through our processing environment and could result in liability to us. A security breach could also result in the exposure or theft of cardholder and personal data and trigger notification obligations under a patchwork of federal and state data breach notification laws, as well as under the rules of the networks and the requirements of our regulators, increased regulatory scrutiny, imposition of civil monetary penalties and private litigation. We could incur substantial costs for investigation and remediation, litigation and the enhancement of our security systems. We could also suffer significant operational and reputational harm and loss of merchant and partner relationships.

We depend on key personnel, including our Chief Executive Officer, and the loss of key employees could adversely affect our business.

Our success depends, in large part, on our ability to attract and retain skilled people. Competition for the best people in most activities engaged in by us can be intense, and we may not be able to hire sufficiently skilled people or to retain them. We are particularly dependent upon the services of Bartow Morgan, Jr., our Chief Executive Officer, who has been instrumental in developing our business strategy, building key client relationships, and establishing our market position in the Atlanta MSA. Mr. Morgan’s deep relationships with our customers and his standing in the Atlanta business community are central to our continued success. Loss of a key employee with such customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor or otherwise choose to transition to another financial services provider. While we believe our relationship with our key personnel is good, we cannot guarantee that all of our key personnel will remain with our organization. Loss of such key personnel could result in the loss of some of our customers and have a material adverse effect on our business, financial condition and results of operations.

We rely on ISOs and TPPPs to source merchants, which increases our exposure to compliance and operational failures.

We rely to a significant degree on ISOs, TPPPs and other third-party distribution partners to market our merchant acquiring services, to source and refer merchant clients, and, in certain cases, to perform underwriting, boarding, customer service, and other operational functions on our behalf. This distribution model allows us to expand our merchant base without incurring the full cost of a direct sales force, but it also means that a meaningful portion of our merchant relationships originates through parties that we do not control and whose conduct we cannot fully oversee. We remain responsible to the card networks and to our regulators for the merchants sourced through these channels and for the acts and omissions of the ISOs and TPPPs through which those merchants are boarded. While we conduct meaningful due diligence on our third-party partners, monitor their activities on an ongoing basis, and hold them to the same standards of conduct, data security, and consumer protection to which we are subject, if an ISO or TPPP fails to comply with applicable network rules or laws, engages in improper sales and underwriting practices, engages in illegal or high-risk activity, or mishandles cardholder or merchant data, we may be held responsible. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations, and reputation.

 

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We are dependent upon outside third parties for the processing and handling of our records and data.

We rely on software developed by third-party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, payment processing and securities portfolio accounting. While we perform a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and perform our own testing of user controls, we must rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of customer data. In addition, we maintain, or contract with third parties to maintain daily backups of key processing outputs in the event of a failure on the part of any of these systems. Nonetheless, we may incur a temporary disruption in our ability to conduct business or process transactions, or incur damage to our reputation, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such a disruption or breach of security may have a material adverse effect on our business.

A security breach related to use of third-party software or systems, or the loss or corruption of confidential customer information could adversely affect our ability to provide timely and accurate financial information in compliance with legal and regulatory requirements. Any such failures could result in sanctions from regulatory authorities, significant reputational harm and a decrease in our customers’ confidence in us. Additionally, security breaches or the loss, theft or corruption of customer information such as social security numbers, credit card numbers, or other information could result in customer losses, litigation, regulatory sanctions, losses in revenue, increased costs and reputational harm. Our ability to recoup our losses may be limited legally or practically in many situations.

We may be adversely affected by the soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. Our transactions with other financial institutions expose us to credit risk in the event of a default of a counterparty. The soundness of many financial services companies may be closely interrelated as a result of credit, trading, clearing and other relationships between such financial services companies. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, can lead, and have led, to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. These losses or defaults could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure due to us. Any such losses could materially and adversely affect our results of operations or earnings.

Legal and Regulatory Risks

Our industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a materially adverse effect on our operations.

The banking industry is highly regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking system as a whole or the FDIC’s Deposit Insurance Fund (“DIF”), not for the protection of our shareholders and creditors. We are subject to regulation and supervision by the Federal Reserve, and our Bank is subject to regulation and supervision by the FDIC and the Georgia Department of Banking and Finance (the “GDBF”). Compliance with these laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance costs. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) which imposed significant regulatory and compliance changes on financial institutions, is an example of this type of federal law.

The laws and regulations applicable to us govern a variety of matters, including permissible types, amounts and terms of loans and investments we may make, the maximum interest rate that may be charged, the amount of reserves we must hold against deposits we take, the types of deposits we may accept and the rates we may pay on such deposits, maintenance of adequate capital and liquidity, changes in control of us and our Bank, transactions between us and our Bank, handling of nonpublic information, restrictions on dividends and establishment of new offices. We must obtain approval from our regulators before engaging in certain activities, and there is risk that such approvals may not be granted, either in a timely manner or at all. These requirements may constrain our operations, and the adoption of new laws and changes to or repeal of existing laws may have an adverse effect on our business, financial condition and results of operations. Also, the burden imposed by those federal and state

 

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regulations may place banks in general, including our Bank in particular, at a competitive disadvantage compared to their non-bank competitors. Compliance with current and potential regulation, as well as supervisory scrutiny by our regulators, may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital, and limit our ability to pursue business opportunities in an efficient manner by requiring us to expend significant time, effort and resources to ensure compliance and respond to any regulatory inquiries or investigations. Our failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could have an adverse effect on our business, financial condition and results of operations.

Applicable laws, regulations, interpretations, enforcement policies and accounting principles have been subject to significant changes in recent years, and may be subject to significant future changes. Additionally, federal and state regulatory agencies may change the manner in which existing regulations are applied. We cannot predict the substance or effect of pending or future legislation or regulation or changes to the application of laws and regulations to us. Future changes may have an adverse effect on our business, financial condition and results of operations.

In addition, given the current economic and financial environment, regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to determine the adequacy of liquidity, risk management or other operational practices for financial service companies in a manner that impacts our ability to implement our strategy and could affect us in substantial and unpredictable ways, and could have an adverse effect on our business, financial condition and results of operations. Furthermore, the regulatory agencies have broad discretion in their interpretation of laws and regulations and their assessment of the quality of our loan portfolio, securities portfolio and other assets. Based on our regulators’ assessment of the quality of our assets, operations, lending practices, investment practices, capital structure or other aspects of our business, we may be required to take additional charges or undertake, or refrain from taking, actions that could have an adverse effect on our business, financial condition and results of operations.

See the discussion below at “Supervision and Regulation” for an additional discussion of the extensive regulation and supervision to which the Company and the Bank are subject.

Monetary policies and regulations of the Federal Reserve could have an adverse effect on our business, financial condition and results of operations.

Our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

Federal and state banking agencies periodically conduct examinations of our business, including for compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such examinations may adversely affect us.

Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us. The FDIC and the GDBF periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, the FDIC or the GDBF were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions may include requiring us to remediate any such adverse examination findings.

In addition, these agencies have the power to take enforcement action against us to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation of law or regulation or unsafe or unsound practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to direct the sale of subsidiaries or other assets, to limit dividends and distributions, to restrict our growth, to assess civil money penalties against us or

 

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our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is imminent risk of loss to depositors, to terminate our deposit insurance and place our Bank into receivership or conservatorship. Any regulatory enforcement action against us could have an adverse effect on our business, financial condition and results of operations.

We are subject to stringent capital requirements, which could have an adverse effect on our operations.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The capital rules require bank holding companies and banks to maintain a common equity Tier 1 capital to risk-weighted assets ratio of at least 7.0% (a minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of at least 8.5% (a minimum of 6.0% plus a capital conservation buffer of 2.5%), a total capital to risk-weighted assets ratio of at least 10.5% (a minimum of 8.0% plus a capital conservation buffer of 2.5%), and a leverage ratio of Tier 1 capital to total consolidated assets of at least 4.0%. An institution’s failure to exceed the capital conservation buffer with common equity Tier 1 capital would result in limitations on an institution’s ability to make capital distributions and discretionary bonus payments. In addition, for an insured depository institution to be “well-capitalized” under the banking agencies’ prompt corrective action framework, it must have a common equity Tier 1 capital ratio of at least 6.5%, Tier 1 capital ratio of at least 8.0%, a total capital ratio of at least 10.0%, and a leverage ratio of at least 5.0%, and must not be subject to any written agreement, order or capital directive, or prompt corrective action directive issued by its primary federal or state banking regulator to meet and maintain a specific capital level for any capital measure.

Any new or revised standards adopted in the future may require us to maintain materially more capital, with voting common equity as a more predominant component, or manage the configuration of our assets and liabilities to comply with formulaic capital requirements. In addition, as the Company crossed $3.0 billion in consolidated assets as of June 30, 2026, we are now subject to consolidated capital reporting and other regulatory requirements applicable to bank holding companies above that threshold. As we continue to grow, we may become subject to additional regulatory requirements, including enhanced prudential standards, more rigorous stress testing expectations, and heightened supervisory scrutiny that could increase our compliance costs and constrain our operational flexibility. We may not be able to raise additional capital at all, or on terms acceptable to us. Failure to maintain capital to meet current or future regulatory requirements could have an adverse effect on our business, financial condition and results of operations.

We are subject to numerous laws and regulations designed to protect consumers, and failure to comply with these laws could lead to a wide variety of sanctions.

The Equal Credit Opportunity Act (“ECOA”), the Fair Housing Act and other fair lending laws and regulations, including state laws and regulations, prohibit discriminatory lending practices by financial institutions. The Federal Trade Commission Act prohibits unfair or deceptive acts or practices, and the Dodd-Frank Act prohibits unfair, deceptive, or abusive acts or practices by financial institutions. The U.S. Department of Justice, federal and state banking agencies, and other federal and state agencies, including the Consumer Financial Protection Bureau (“CFPB”) are responsible for enforcing these fair and responsible banking laws and regulations. Smaller banks, including the Bank, are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking agencies for compliance with federal consumer protection laws and regulations. Accordingly, CFPB rulemaking has the potential to have a significant impact on the operations of the Bank.

A challenge to an institution’s compliance with fair and responsible banking laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private litigation, including through class action litigation. Such actions could have an adverse effect on our business, financial condition and results of operations.

We are subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential, or proprietary information of individuals could damage our reputation and otherwise adversely affect our business.

Our business requires the collection and retention of large volumes of customer data, including personally identifiable information (“PII”) in various information systems that we maintain and in those maintained by third party service providers. We also maintain important internal company data such as PII about our employees and information relating to our operations. We are subject to complex and evolving laws and regulations governing the privacy and protection of PII of individuals (including customers, employees, and other third parties). For example, our business is subject to the Gramm-Leach-Bliley Act

 

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(“GLB”), which, among other things: (i) imposes certain limitations on our ability to share nonpublic PII about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various federal and state banking regulators and states have also enacted data breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in the event of a security breach.

Ensuring that our collection, use, transfer and storage of PII complies with all applicable laws and regulations can increase our costs. Furthermore, we may not be able to ensure that customers and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was intercepted or otherwise compromised by third parties), we could be exposed to litigation or regulatory sanctions under privacy and data protection laws and regulations. Concerns regarding the effectiveness of our measures to safeguard PII, or even the perception that such measures are inadequate, could cause us to lose customers or potential customers and thereby reduce our revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage our reputation and otherwise adversely affect our business, financial condition and results of operations.

Our merchant acquiring services depend on our continued certification by, and registration with, Visa, Mastercard, and other payment networks.

Our ability to conduct our merchant acquiring services within our treasury services group depends on our continued good standing with, and adherence to the operating rules of, Visa, Mastercard, and other payment card networks through which we process transactions. To provide merchant acquiring services, we and, where applicable, our sponsored program participants must be registered with and certified by these networks and must maintain that registration and certification on an ongoing basis. The networks impose extensive and evolving operating rules governing virtually every aspect of our merchant acquiring services, including underwriting standards, merchant monitoring, data security, transaction processing, settlement, dispute resolution, and the conduct of the third parties through which we source and service merchants. These rules are complex, are set unilaterally by the networks, are subject to change with limited notice, and are interpreted and enforced by the networks in their discretion. If we fail to comply with the applicable network rules, the networks may impose a range of consequences on us. These include fines, penalties, and assessments, increased audit and reporting obligations, mandatory remediation, restrictions on the merchants or merchant categories we may board, suspension of our ability to register new merchants, and, in the most severe cases, the revocation of our certification or the termination of our registration. Any of these developments could increase our costs of compliance, reduce our revenues, limit our growth and materially and adversely affect our business, financial condition and results of operations.

We are a bank holding company and are dependent upon the Bank for cash flow, and the Bank’s ability to make cash distributions is restricted.

We are a bank holding company with no material activities other than activities incidental to holding the common stock of the Bank. Our principal source of funds to pay distributions on our common stock and service any of our obligations, other than further issuances of securities, is dividends received from the Bank. Furthermore, the Bank is not obligated to pay dividends to us, and any dividends paid to us would depend on the earnings or financial condition of the Bank, various business considerations and applicable law and regulation. As is generally the case for banking institutions, the profitability of the Bank is subject to the fluctuating cost and availability of money, changes in interest rates and economic conditions in general. In addition, various federal and state statutes and regulations limit the amount of dividends that the Bank may pay to the Company without regulatory approval. Moreover, we have pledged all of the stock of the Bank as collateral for a revolving line of credit. If we were to default on this line of credit, the lender of such line of credit could foreclose on the Bank’s stock and we would lose our principal asset.

The Bank is our principal asset, and all of the Bank’s outstanding stock has been pledged to secure a line of credit to the Company from an unrelated lender.

The Bank accounts for substantially all of our consolidated assets and earnings. The Company has a $10.0 million revolving line of credit from ServisFirst Bank. This revolving line of credit matures on June 10, 2027, and is secured by the

 

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Company’s pledge of all of the Bank’s outstanding common stock. An uncured default by the Company under the revolving line of credit or the Company’s inability to repay or refinance the revolving line of credit when it is due, could result in the Company’s loss of the Bank stock that has been pledged as collateral.

The Federal Reserve may require us to commit capital resources to support the Bank.

The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to its subsidiary banks and to commit resources to support its subsidiary banks. Under the “source of strength” doctrine that was codified by the Dodd-Frank Act, the Federal Reserve may require a bank holding company to make capital injections into a subsidiary bank at times when the bank holding company may not be inclined to do so and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. Accordingly, we could be required to provide financial assistance to the Bank if it experiences financial distress.

A capital injection may be required at a time when our resources are limited, and we may be required to borrow the funds or raise capital to make the required capital injection. Any loan by a bank holding company to its subsidiary bank is subordinate in right of payment to deposits and certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of any note obligations. Thus, any borrowing by a bank holding company for the purpose of making a capital injection to a subsidiary bank may become more difficult and expensive relative to other corporate borrowings.

We face a risk of noncompliance and enforcement action with the BSA and other anti-money laundering statutes and regulations.

The BSA, the USA PATRIOT Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The payments team within our treasury services group processes high volumes of electronic transactions including ACH transfers, and other payment flows which present elevated fraud and BSA/AML compliance risk due to the speed, volume, and activity of certain payment channels. Monitoring these transactions for suspicious activity requires sophisticated systems and experienced compliance personnel, and the failure to detect fraud and illicit activity through these channels could expose us to significant liability. Our federal and state banking regulators, the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”), and other government agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements. We are also subject to increased scrutiny of compliance with the regulations issued and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, which is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. If our program is deemed deficient, we could be subject to liability, including fines, civil money penalties and other regulatory actions, which may include restrictions on our business operations and our ability to pay dividends, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have significant reputational consequences for us. Any of these circumstances could have an adverse effect on our business, financial condition and results of operations.

The Bank’s FDIC deposit insurance premiums and assessments may increase.

Our Bank’s deposits are insured by the FDIC up to legal limits and, accordingly, our Bank is subject to insurance assessments based on our Bank’s average consolidated total assets less its average tangible equity. Our Bank’s regular assessments are determined by its CAMELS composite rating (a supervisory rating system developed to classify a bank’s overall condition by taking into account capital adequacy, assets, management capability, earnings, liquidity and sensitivity to market and interest rate risk), taking into account other factors and adjustments. In order to maintain a strong funding position and the reserve ratios of the DIF required by statute and FDIC estimates of projected requirements, the FDIC has the power to increase deposit insurance assessment rates and impose special assessments on all FDIC-insured financial institutions. Any future increases or special assessments could reduce our profitability and could have an adverse effect on our business, financial condition and results of operations.

If deposits generated through third-party programs are classified as “brokered deposits” under FDIC regulations, such a classification could affect our liquidity metrics, increase our FDIC deposit-insurance assessments, and if we were to cease to be “well-capitalized,” could restrict our ability to accept or renew such deposits. The FDIC has revisited, and may further revise, the

 

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definition of “deposit broker.” In addition, certain program deposits may be held in custodial or “for-benefit-of” accounts on which the availability of “pass-through” deposit insurance to end customers depends on satisfaction of applicable titling and recordkeeping requirements. Failures in recordkeeping or reconciliation, whether by us or by a client or intermediary, could impair the availability of pass-through insurance, expose us to customer and regulatory claims, and cause reputational harm. Any of these outcomes could materially and adversely affect our funding, liquidity, and results of operations.

Our risk management framework may not be effective in mitigating all risks inherent in our diverse business activities.

We operate multiple business lines offering a diverse range of products to our customers including traditional community and commercial banking, treasury services and a nationwide residential mortgage warehouse program, each of which presents distinct risk profiles. In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures, and systems that enable us to identify, monitor, and control our exposure to credit, operational, legal, regulatory, compliance, and reputational risks across all of these activities. Our risk management methods may prove to be ineffective due to their design, their implementation, the degree to which we adhere to them, or as a result of the lack of adequate, accurate, or timely information. If our risk management framework does not keep pace with our growth, complexity, or the evolving threat landscape, we could suffer losses that could have a material adverse effect on our business, financial condition and results of operations. In addition, we could be subject to regulatory criticism, litigation, or sanctions if our risk management practices are deemed inadequate. Our techniques for managing the risks we face may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate.

Risks Related to Our Common Stock

Our listing differs significantly from an initial public offering conducted on a firm-commitment basis.

This is not an initial public offering of common stock conducted on an underwritten basis. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

•

There are no underwriters engaged. Consequently, prior to the opening of trading on Nasdaq, there will be no traditional book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the opening trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of trading of our common stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an initial public offering underwritten on a firm-commitment basis. Moreover, there will be no underwriters engaged on a firm-commitment underwritten basis assuming risk in connection with the initial resale of shares of our common stock. In an initial public offering underwritten on a firm-commitment basis, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could be greater volatility in the public price of our common stock during the period immediately following the listing.

​

•

There is not a fixed number of securities available for sale. Therefore, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any or all of their common stock and there may initially be a lack of supply of, or demand for, our common stock on Nasdaq. Alternatively, we may have a large number of Registered Shareholders or other existing shareholders who choose to sell their common stock in the near term resulting in an oversupply of our common stock, which could adversely impact the public price of our common stock once listed on Nasdaq.

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•

None of our Registered Shareholders or other existing shareholders have entered into contractual lock-up agreements or other contractual restrictions on transfer, however, our directors, named executive officers and certain other shareholders are subject to restrictions as to the number of shares of common stock each may dispose of in any given period. In an underwritten initial public offering, it is customary for an issuer’s officers, directors, and most of its other shareholders to enter into an 180-day contractual lock-up arrangement with the underwriters to help promote orderly trading

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immediately after listing. Consequently, any of our Registered Shareholders, including our directors and officers who own our common stock and other significant shareholders, may sell any or all of their common stock at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant quantum, it may result in an oversupply of our common stock in the market, which could adversely impact the public price of our common stock. Sales of substantial amounts of our common stock in the public markets by insiders, our affiliates or our non-affiliates, or the perception that such sales might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

•

We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading on Nasdaq. Instead, we intend to host an investor day, as well as engage in certain other investor education meetings. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation, and make one version of the presentation publicly available, without restriction, on a website. There can be no guarantees that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our common stock or sufficient demand among investors immediately after our listing, which could result in a more volatile public price of our common stock.

​

Such differences from an underwritten initial public offering could result in a volatile market price for our common stock and uncertain trading volume and may adversely affect your ability to sell your common stock.

The trading price of our common stock, upon listing on Nasdaq, may have little or no relationship to the historical sales prices of our capital stock in private transactions, and such private transactions have been limited.

No established public trading market for our common stock currently exists. There has been limited trading of our capital stock historically in private transactions. On the cover of this prospectus and in the section titled “Sale Price History of Our Capital Stock,” we have provided the historical sales prices of our capital stock in private transactions. Given the limited history of sales, this information may have little or no relation to broader market demand for our common stock and thus the initial trading price of our common stock on Nasdaq once trading begins. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the opening trading prices and subsequent trading prices of our common stock on Nasdaq. For more information about how the initial listing price on Nasdaq will be determined, see “Plan of Distribution.”

An active, liquid trading market for our common stock may not develop, and you may not be able to sell your common stock at or above your purchase price, or at all.

We expect our shares of common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for our shares of common stock, and an active market for our shares of common stock may not develop or be sustained after the listing, which could depress the market price of our shares of common stock and could affect the ability of our shareholders to sell our shares of common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of common stock. An inactive market may also impair our ability to raise capital by selling our shares of common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of common stock as consideration.

The price of our common stock could be volatile.

The market price of our common stock may be volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things:

•

general economic conditions and overall market fluctuations;

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•

utilization of the direct listing process rather than traditional underwritten offering;

​

•

actual or anticipated fluctuations in our quarterly or annual operating results;

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•

changes in accounting standards, policies, guidance, interpretations or principles;

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•

the public reaction to our press releases, our other public announcements and our filings with the SEC;

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•

changes in financial estimates and recommendations by securities analysts following our stock, or the failure of securities analysts to cover our common stock;

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•

changes in our ability to meet the estimates of securities analysts;

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•

the operating and stock price performance of other comparable companies;

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•

the trading volume of our common stock;

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•

new technology used, or services offered, by competitors;

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•

changes in business, legal or regulatory conditions, or other developments affecting the financial services industry, participants in our industry, and publicity regarding our business or any of our significant customers or competitors; and

​

•

future sales of our common stock by us, directors, executives and significant shareholders, including the sale of our common stock by our existing shareholders whose certain resales are subject to the volume, manner-of-sale and holding-period limitations of Rule 144, as described in “Shares Eligible for Future Sale.”

​

The realization of any of the risks described in this “Risk Factors” section could have a material adverse effect on the market price of our common stock and cause the value of your investment to decline. In addition, the stock market experiences extreme volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect investor confidence and could affect the trading price of our common stock over the short, medium or long term, regardless of our actual performance. If the market price of our common stock reaches an elevated level, it may materially and rapidly decline. In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted securities class action litigation. If we were to be involved in a class action lawsuit, we could incur substantial costs and it could divert the attention of our management team and have a material adverse effect on our business, financial condition and results of operations.

Purchasers of our common stock in the open market following this listing may be unable to trace their shares to this registration statement, which could limit their ability to bring claims under the Securities Act.

Following the listing of our common stock on Nasdaq, shares of our common stock registered under the registration statement of which this prospectus forms a part will trade on Nasdaq alongside shares that may be sold in transactions exempt from the registration requirements of the Securities Act, including sales by affiliates pursuant to Rule 144, shares issued pursuant to Rule 701 and shares sold in privately negotiated transactions. Because all of these shares will be fungible on Nasdaq and trade under the same ticker symbol, purchasers of our common stock in the open market following this listing may be unable to determine, or “trace,” whether the shares they purchased were registered under this registration statement or were sold in an exempt transaction. This tracing requirement is a precondition to asserting claims under Section 11 of the Securities Act, which provides for liability when a registration statement contains an untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, and under Section 12(a)(2) of the Securities Act, which provides for liability in connection with a prospectus or oral communication that includes an untrue statement or omission of a material fact. As a result, investors who purchase our common stock in the open market after this listing may have limited, or no, ability to pursue statutory remedies under the Securities Act against us or other parties who might otherwise be liable, which could diminish the value of their investment and their legal recourse in the event of a material misstatement or omission.

The reduced disclosures and relief from certain other significant disclosure requirements that are available to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies.” These exemptions include the following:

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

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•

less extensive disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

​

•

exemptions from the requirements to hold non-binding advisory votes on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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We will remain an emerging growth company for up to five years, though we may cease to be an emerging growth company earlier under certain circumstances, including if, before the end of such five years, we are deemed to be a large accelerated filer under the rules of the SEC (which depends on, among other things, having a market value of common stock held by non-affiliates in excess of $700.0 million).

We are also a smaller reporting company, as defined in the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue taking advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, for so long as we continue to qualify as a non-accelerated filer, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our securities less attractive as a result of our election, we may have difficulty raising capital in possible future offerings and the market price of our securities may be more volatile.

The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

As a result of this offering, we will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition with the SEC. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur. We anticipate that these costs will materially increase our general and administrative expenses. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our strategic plan, which could prevent us from successfully implementing our growth initiatives and improving our business, results of operations and financial condition.

As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and an exemption from the requirement to obtain an attestation from our auditors on management’s assessment of our internal control over financial reporting. When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our Board.

The holders of our common stock will receive cash dividends if and when declared by our Board out of legally available funds. Any future determination relating to the payment of dividends will be made at the discretion of our Board and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects, regulatory restrictions, and other factors that our Board may deem relevant.

Our principal business operations are conducted through our subsidiary, the Bank. Cash available to pay dividends to our shareholders is derived in part from dividends paid by the Bank to us. The ability of the Bank to pay dividends to us, as well as our ability to pay dividends to our shareholders, will continue to be subject to, and limited by, certain legal and regulatory restrictions. Further, any lenders making loans to us may impose financial covenants that may be more restrictive with respect to dividend payments than the regulatory requirements.

If equity research analysts do not publish research or reports about our business, or if they do publish such reports but issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.

The trading market for our common stock could be affected by whether equity research analysts publish research or reports about us and our business. We cannot predict at this time whether any research analysts will publish research and reports on us and our common stock. If one or more equity analysts do cover us and our common stock and publish research reports about us, the price of our stock could decline if one or more securities analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. If any of the analysts who elect to cover us downgrades our stock, our stock price could decline rapidly. If any of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

 

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If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

If our existing shareholders sell substantial amounts of our common stock in the public market following this listing, the market price of our common stock could decrease significantly. The perception in the public market that our existing shareholders might sell shares of common stock could also depress our market price. Based on the number of shares of our common stock outstanding as of September 30, 2026, we had 10,340,809 shares of our common stock outstanding (not including non-voting common stock). Our directors, executive officers and certain other officers, collectively representing 26.48% of our common shares, hold “control securities” subject to the volume and manner-of-sale limitations of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Other than these Rule 144 restrictions applicable to affiliates, there are no contractual lock-up agreements or other restrictions on transfer applicable to any of our shareholders. Accordingly, non-affiliate shareholders may sell their shares immediately upon listing without restriction, and affiliate shareholders are limited only by the volume, manner-of-sale, and holding period requirements of Rule 144. The market price of shares of our common stock may drop significantly if a large number of shares are sold in a short period. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities and could result in a decline in the value of your investment.

We also intend to file one or more registration statements on Form S-8 under the Securities Act, covering approximately 1,184,070 shares of our common stock, including 573,899 remaining shares that have been reserved for future issuance under our 2021 Stock Incentive Plan (as defined below), 59,070 shares issuable upon exercise of stock options outstanding under our 2017 Long-Term Incentive Plan (as defined below) and 176,777 shares issuable under the Deferred Compensation Plan, and may file future registration statements to register shares that may be issued under equity incentive or other purchase plans. Accordingly, subject to certain vesting requirements, shares registered under those other registration statements will be available for sale in the open market by persons other than our executive officers and directors.

A future issuance of stock could dilute the value of our common stock.

We may sell additional shares of common stock, or securities convertible into or exchangeable for such shares, in subsequent public or private offerings. Future issuance of any new shares could cause further dilution in the value of our outstanding shares of common stock. We cannot predict the size or timing of future issuances of our common stock, or securities convertible into or exchangeable for such shares, or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

Our common stock is subordinate to our existing and future indebtedness.

Shares of our common stock are equity interests and do not constitute indebtedness. As such, our common stock ranks junior to all our customer deposits and indebtedness, and other non-equity claims on us, with respect to assets available to satisfy claims. In addition, the shares of common stock rank junior to the holders of our lines of credit, outstanding subordinated notes and any trust preferred securities. As of June 30, 2026, we had approximately $82.6 million in aggregate principal amount of total debt outstanding. In the event of our liquidation, dissolution, or winding up, holders of our subordinated debt, depositors, and other creditors would receive distributions from our available assets before the holders of our common stock would be entitled to any distributions.

We may issue shares of preferred stock in the future which adversely affect holders of our common stock and depress the price of our common stock.

Our Articles of Incorporation authorize us to issue up to 10 million shares of one or more series of preferred stock. Our Board has the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and materially adversely affect the market price and the voting and other rights of the holders of our common stock.

Our Articles of Incorporation and Bylaws, and certain banking laws applicable to us, could have an anti-takeover effect that decreases our chances of being acquired, even if our acquisition is in our shareholders’ best interests.

Our Articles of Incorporation and our Bylaws could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial by our shareholders. Furthermore, with certain limited exceptions, federal regulations prohibit

 

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a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring 10% or more (5% or more if the acquirer is a bank holding company) of any class of our securities with voting rights or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the management or policies of our Company without prior notice or application to and the approval of the Federal Reserve. Accordingly, prospective investors must comply with these requirements, if applicable, in connection with any purchase of shares of our common stock. Collectively, provisions of our Articles of Incorporation and Bylaws and other statutory and regulatory provisions may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our shareholders receiving a premium over the market price for their common stock. Moreover, the combination of these provisions effectively inhibits certain business combinations, which, in turn, could adversely affect the market price of our common stock.

An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment.

An investment in our common stock is not a deposit account or other obligation of the Bank and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other governmental, public or private entity. An investment in our common stock is inherently risky for the reasons described herein. As a result, if you acquire our common stock, you could lose some or all of your investment.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would” and “annualized” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including but not limited to, the following:

•

general economic, business, and financial market conditions, including inflation, changes in interest rates, and conditions affecting the financial services industry nationally and in our primary market areas, particularly the Atlanta metropolitan area and our focus on small and mid-sized businesses;

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•

concentration of our loan portfolio in commercial real estate and other real estate-related credit, and the associated credit risk from changes in real estate values, borrower financial health, and project performance;

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•

the adequacy of our allowance for credit losses and the methodology used to estimate it;

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•

our ability to manage growth, maintain asset quality, and achieve profitable operating efficiency as we expand;

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•

changes in the quality or composition of our loan or investment portfolios;

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•

our hedging strategies to mitigate risks associated with changes in interest rates;

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•

the makeup of our asset mix and investments;

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•

our ability to increase our operating efficiency;

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•

the risk that balance sheet growth, revenue growth, and loan growth expectations may differ from actual results;

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•

our ability to retain our existing customers and attract and retain new customer relationships;

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•

our ability to access cost-effective and stable funding sources, including deposits, wholesale funding, and borrowings, and to maintain sufficient liquidity;

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•

our ability to mitigate credit risk and chargebacks of our merchant clients;

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•

our reliance on, and the performance of, highly regulated and specialized services such as payment processing and the merchant acquiring services within our treasury services group as well as our residential mortgage warehouse program;

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•

competition from banks, credit unions, financial technology companies, and other non-bank financial services providers, including with respect to digital assets and emerging technologies, many of which may be subject to different regulations than we are;

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our ability to attract, retain, and manage qualified personnel, including key executive officers;

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our dependence on third-party service providers, ISOs, TPPPs and independent mortgage originators;

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cybersecurity threats, data breaches, fraud, and disruptions to our technology and third-party service provider systems;

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our and others’ utilization of AI and ML technologies and the associated model, operational, and regulatory risks;

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our ability to comply with the extensive regulation of the banking industry, including capital, consumer protection, anti-money laundering, and privacy requirements, and the results of regulatory examinations and enforcement actions;

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•

our ability to continuously adhere to rules and requirements of payment networks;

​

•

inaccuracies or other failures from the use of models, including the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions;

​

 

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•

changes in monetary, fiscal, and economic policy, including actions by the Federal Reserve and other governmental authorities, and broader macroeconomic and geopolitical developments, including trade and tariff policy;

​

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board (“FASB”), the SEC or the Public Company Accounting Oversight Board;

​

•

changes in the scope and cost of FDIC insurance and other coverage;

​

•

risks associated with pursuing acquisitions and integrating acquired businesses, such as Georgia Primary and Tandem;

​

•

restraints on the ability of the Bank to pay dividends to us, which could limit our liquidity;

​

•

our ability to maintain adequate internal controls over financial reporting;

​

•

litigation, regulatory proceedings, and other contingencies that could result in liability, penalties, or reputational harm;

​

•

risks specific to this offering, including potential volatility in the price of our common stock as a result of it being initially offered through a direct listing without an underwriter, the development of a trading market for our common stock, limited ability to trace certain claims under Section 11 and Section 12 of the Securities Act, our status as an emerging growth company or smaller reporting company, our dividend policy, and dilution to existing shareholders;

​

•

inflation and changes in the interest rate environment that can reduce our margins or reduce the fair value of the financial instruments due to changes in consumer spending, borrowing and savings habits;

​

•

political instability or civil unrest and/or acts of war or terrorism;

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•

the occurrence of significant natural disasters;

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•

a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the federal budget and economic policy; and

​

•

other risks and factors identified in this prospectus under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein.

​

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. Due to these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by the forward-looking statements in this prospectus. In addition, our past results of operations are not necessarily indicative of our future results. These forward-looking statements represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. However, the events and circumstances reflected in the forward-looking statements may not be achieved or occur. For example, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Any forward-looking statement speaks only as of the date on which it is made, and except as required by applicable law, we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

These statements are inherently uncertain, and we cannot guarantee future results, performance or achievements. You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance and events and circumstances may be materially different from what we expect. See the section entitled “Where You Can Find Additional Information.”

 

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USE OF PROCEEDS

This prospectus relates to the sale of our common stock by the Registered Shareholders. The Registered Shareholders, at their discretion, may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent the Registered Shareholders choose to sell their shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock.

We will pay for expenses of this offering, except that the Registered Shareholders will pay any broker discounts or commissions or equivalent expenses and expenses of their legal counsel applicable to the sale of their shares.

 

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MARKET FOR THE COMMON STOCK

Market for Common Stock

Prior to this offering, our common stock has not been traded on an established public trading market, and quotations for our common stock were not reported on any market. As a result, there has been no regular market for our common stock. As of September 30, 2026, there were 601 holders of record of our common stock.

We have applied to list our common stock for trading on Nasdaq under the symbol “GBC.” This offering is contingent on the approval of our listing application.

However, we cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. See the “Plan of Distribution” section for more information regarding the process of directly listing our common stock on Nasdaq and the factors which determine how the initial trading and pricing will occur.

Equity Compensation Plan Information

The following table sets forth the information as of December 31, 2025 with respect to shares of common stock that may be issued under the Company’s equity compensation plans:

(1)

Reflects 11,617 outstanding stock options and 121,170 restricted stock units (“RSUs”) granted under our 2021 Stock Incentive Plan. Shares available for future awards under the 2021 Stock Incentive Plan are reflected in column (c), all of which may be issued pursuant to grants of full-value stock awards. In July 2026, our shareholders approved an amendment to the original 2021 Stock Incentive Plan authorizing and reserving an additional 500,000 shares for a total of 1,026,304 shares reserved for future issuance. In July 2026, our Board then amended and restated our 2021 Stock Incentive Plan, which reserves a total of 1,125,000 shares of our common stock for issuance under the 2021 Stock Incentive Plan.

​

(2)

The weighted average exercise price does not take into account the 121,170 RSUs included in column (a), as RSUs have no exercise price.

​

(3)

Reflects outstanding stock options granted under the 2017 Long-Term Incentive Plan. Shares available for future awards under the 2017 Long-Term Incentive Plan are reflected in column (c). The 2017 Long-Term Incentive Plan reserves a total of 139,326 shares of our common stock for issuance.

​

(4)

In addition to the stock options reflected in the table, approximately 28,009 stock options were outstanding as of December 31, 2025 under individual nonqualified stock option award agreements at a weighted average exercise price of approximately $6.07. There are no shares remaining available for future issuance under these individual arrangements.

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DIVIDEND POLICY

Holders of our common stock are only entitled to receive dividends when, as and if declared by our Board out of funds legally available for dividends. We have not paid any cash dividends on our capital stock since the Recapitalization in 2021, and we do not intend to pay cash dividends for the foreseeable future.

Any future determination to pay cash dividends on our common stock will be made by our Board and will depend on a number of factors, including:

•

our historical and projected financial condition, liquidity and results of operations;

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•

our capital levels and requirements;

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•

statutory and regulatory prohibitions and other limitations;

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•

any contractual restriction on our ability to pay cash dividends, including pursuant to the terms of any of our credit agreements or other borrowing arrangements;

​

•

our business strategy;

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•

tax considerations;

​

•

any acquisitions or potential acquisitions that we may examine;

​

•

general economic conditions; and

​

•

other factors deemed relevant by our Board.

​

As a Georgia corporation, we may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our Articles of Incorporation, or unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of our business or our total assets would be less than the sum of our total liabilities.

In addition, the terms of our debt agreements (such as those governing our outstanding subordinated debt securities) may limit our ability to pay dividends in certain circumstances and future agreements governing our indebtedness may similarly limit our ability to pay dividends.

We are also subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. The Federal Reserve has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve’s policy provides that dividends should be paid only to the extent that the company’s net income for the past two years is sufficient to fund the dividends and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve has the authority to prohibit a bank holding company from paying dividends if such payment is deemed to be an unsafe or unsound practice.

Because we are a bank holding company, we are dependent upon the payment of dividends by the Bank to us as our principal source of funds to pay cash dividends in the future, if any, and to make other payments. The Bank is also subject to various legal, regulatory and other restrictions on its ability to pay dividends and make other distributions and payments to us. A Georgia state bank may generally pay dividends out of retained earnings without the prior approval of the GDBF, but must obtain the GDBF’s approval to pay dividends other than from retained earnings, and in the other circumstances described under “Supervision and Regulation  — Regulation of Company — Payment of Dividends.” The FDIC generally does not require bank dividends to be approved so long as the dividend is in an amount no greater than the Bank’s year-to-date net income plus its retained net income for the prior two years. See the section entitled “Supervision and Regulation” for more information regarding the regulatory dividend restrictions applicable to us and the Bank.

The GDBF and the FDIC have the authority to prohibit the Bank from paying dividends if such payment is deemed to be an unsafe or unsound practice. In addition, as a depository institution the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC or if in the FDIC’s opinion, the payment of dividends would constitute an unsafe or unsound practice. To pay a cash dividend, a state bank must also maintain an adequate capital conservation buffer under the regulatory capital rules.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes thereto and other financial information included elsewhere in this prospectus. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to the extent required by law.

The following discussion presents management’s perspective on our results of operations and financial condition on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relate primarily to activities conducted by the Bank.

Overview

Fiscal year 2025 and the first six months of 2026 were transformative periods for our Company, during which we advanced our strategic growth objectives through both acquisition and organic expansion. On March 1, 2025, we completed our acquisition of Georgia Primary, which at the time of the completion of the acquisition was a $341.1 million asset bank headquartered in Atlanta, Georgia. Acquiring Georgia Primary added two branch locations, a complementary loan portfolio and a seasoned deposit franchise to our platform. We completed the integration of Georgia Primary during 2025. The transaction resulted in $6.7 million of merger and conversion related expenses, substantially all of which was recognized in the first half of 2025 and materially affected our reported results for that period. On June 1, 2026, we completed our acquisition of Tandem, an approximately $321.3 million asset bank based on preliminary fair value adjustments. This acquisition expanded our geographic footprint across the Atlanta MSA by adding a full-service branch location and three loan production offices. As of June 30, 2026, we had recognized approximately $3.5 million in merger and conversion related expenses, with additional integration costs expected during the remainder of 2026. Notwithstanding these one-time costs, the underlying performance of the combined franchise demonstrated the strategic merit of these acquisitions.

Six Months Ended June 30, 2026 Highlights

For the six months ended June 30, 2026, the Company continued to deliver meaningful growth in key financial and operational metrics. Total assets increased 20.7% to $3.3 billion at June 30, 2026, compared to $2.7 billion at December 31, 2025, with the increase primarily attributable to the completed acquisition of Tandem and continued organic loan growth of approximately $120.1 million. Total gross loans inclusive of held-for-sale reached $2.6 billion at June 30, 2026, representing an increase of $360.1 million, or 16.1%, from December 31, 2025, of which approximately $240.1 million was attributable to loans acquired in the Tandem transaction. Total deposits grew to approximately $2.8 billion as of June 30, 2026. Net interest income increased 19.3% to $55.9 million for the six months ended June 30, 2026, compared to $46.9 million for the six months ended June 30, 2025, driven by a $314.1 million increase in average outstanding loans and interest-earning asset growth that outpaced growth in interest-bearing liabilities. Net interest margin improved to 4.36% for the six months ended June 30, 2026, compared to 4.17% for the six months ended June 30, 2025. Net income for the six months ended June 30, 2026 was $13.3 million, compared to $6.7 million for the six months ended June 30, 2025, representing an increase of $6.6 million. Shareholders’ equity increased $73.7 million to $278.7 million at June 30, 2026, from $204.9 million at December 31, 2025, primarily as a result of the Tandem acquisition and the June 2026 Private Placement that generated net proceeds of $36.6 million. The comparability of our results for the six months ended June 30, 2026 was impacted by the acquisition of Tandem, which was completed in June 2026. As a result, certain changes in net interest income, noninterest income, noninterest expense, loans and deposits reflected in the comparisons below were attributable to acquired balances and operations associated with Tandem, while the remainder reflected organic growth generated by our legacy operations. Where practicable, we have quantified the impact of the Tandem acquisition separately from organic growth.

Asset quality for the six months ended June 30, 2026 remained stable, reflecting the continued benefit of disciplined underwriting and risk management practices. The net charge-off ratio as a percentage of average loans, annualized, was 0.10% for the six months ended June 30, 2026. Nonperforming loans were $17.3 million at June 30, 2026, compared to $14.7 million at December 31, 2025, with the increase primarily attributable to two commercial relationships totaling $5.7 million that migrated to nonaccrual status during the period, partially offset by a $3.7 million relationship that was paid out. The allowance for credit losses was $29.0 million, or 1.39% of total gross loans held for investment, at June 30, 2026, compared to $25.6 million, or 1.48%, at December 31, 2025, with the increase primarily attributable to the Tandem acquisition and the related allowance

 

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associated with acquired loans. At June 30, 2026, the Bank’s capital ratios exceeded all applicable minimum capital requirements and the regulatory standards required to be classified as well-capitalized under applicable regulatory capital frameworks. Management believes that these capital levels, together with the capital raised in June 2026, provide the Company with the flexibility to support continued balance sheet growth, integration of the Tandem acquisition, and ongoing strategic initiatives while maintaining a sound risk profile.

Fiscal Year 2025 Highlights

As a result of the acquisition and continued organic growth, total assets increased 19.4% to $2.7 billion at December 31, 2025, from $2.3 billion at December 31, 2024. Total gross loans held for investment reached $1.7 billion, representing a 31.4% increase year-over-year, and total gross loans inclusive of held-for-sale reached $2.2 billion. Total deposits grew 29.0% to $2.4 billion, with noninterest-bearing demand deposits increasing 56.8% to $617.4 million. Management attributes growth in noninterest-bearing deposits to the continued success of our commercial banking and treasury services initiatives in attracting core operating relationships. Net interest income grew 42.8% to $102.4 million for the year ended December 31, 2025, and total noninterest income increased to $10.3 million from $7.3 million for the prior year period. Net income increased 161% to $22.1 million, or $2.62 diluted earnings per share, compared to $8.5 million, or $1.12 diluted earnings per share, for the year ended December 31, 2024. For the year ended December 31, 2025, the Company generated a return on average assets of 0.88%, a return on average common equity of 11.96%, a net interest margin of 4.26%, and an efficiency ratio of 69.5%. Total shareholders’ equity grew to $204.9 million at December 31, 2025, and tangible book value per share was $23.03. The comparability of our results for 2025 was impacted by the acquisition of Georgia Primary, which was completed in March 2025. As a result, certain changes in net interest income, noninterest income, noninterest expense, loans and deposits reflected in the comparisons below were attributable to acquired balances and operations associated with Georgia Primary, while the remainder reflected organic growth generated by our legacy operations. Where practicable, we have quantified the impact of the Georgia Primary acquisition separately from organic growth.

Asset quality throughout fiscal year 2025 reflected the benefits of our disciplined underwriting standards and risk management framework. Gross charge-offs declined 81.2% to approximately $1.0 million for the year ended December 31, 2025, from $5.5 million for the year ended December 31, 2024, and nonaccrual loans totaled $14.7 million at December 31, 2025. The allowance for credit losses was $25.6 million, or 1.48% of total gross loans held for investment, at December 31, 2025, representing what management believes to be an appropriate reserve relative to the risk profile of the loan portfolio. At December 31, 2025, the Bank was well-capitalized under all applicable regulatory capital frameworks, with a Total Capital to Risk-Weighted Assets ratio of 12.74%, a Tier 1 Capital to Risk-Weighted Assets ratio of 11.52%, a Common Equity Tier 1 Capital ratio of 11.52%, and a Tier 1 Leverage Ratio of 9.37%, each of which exceeded the minimum ratios required to be classified as well-capitalized by a meaningful margin. Management believes that these capital levels provide the Company with the flexibility to support continued balance sheet growth while maintaining a sound risk profile.

Key Factors Affecting Our Business

Interest Rates

Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits and market interest rates.

The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.

Operating Efficiency

We have invested significantly in personnel, management resources and core processing systems to support our growth. As we leverage these investments across a larger operating base, we expect our operating efficiency to improve. However, the timing and extent of any improvement will depend on our ability to grow revenue without proportionate increases in operating expenses.

 

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Credit Quality

We have well established loan policies and underwriting practices that have resulted in very low levels of charge-offs and nonperforming assets. We strive to originate quality loans that will maintain the credit quality of our loan portfolio. However, credit trends in the markets in which we operate are largely impacted by economic conditions beyond our control and can adversely impact our financial condition.

Competition

The industry and businesses in which we operate are highly competitive. We may see increased competition in different areas including interest rates, underwriting standards and product offerings and structure. While we seek to maintain an appropriate return on our investments, we anticipate that we will experience continued pressure on our net interest margins as we operate in this competitive environment.

Economic Conditions

Our business and financial performance are affected by economic conditions generally in the United States and more directly in the Southeast, where we primarily operate. The significant economic factors that are most relevant to our business and our financial performance include, but are not limited to, GDP, real estate values, interest rates and unemployment rates.

Public Company Costs

Following the effectiveness of this offering, we expect to incur additional costs associated with operating as a public company, hiring additional personnel, enhancing technology and expanding our capabilities. We expect that these costs will include legal, regulatory, accounting, investor relations and other expenses that we generally did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, require public companies to implement specified corporate governance practices that are currently inapplicable to us as a private company. These additional rules and regulations will increase our legal, regulatory, accounting and financial compliance costs and will require devotion of additional resources from our management team.

Critical Accounting Policies and Estimates

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources.

Certain policies inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our Allowance for Credit Losses (“ACL”), fair value measurements, stock-based compensation, income taxes and goodwill to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic environment and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies and estimates, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our Board.

Our most significant accounting policies are presented in Note 1 of the accompanying consolidated financial statements as of December 31, 2025. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this Management’s Discussion and Analysis section, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

 

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Operating Segment

We principally operate in one business segment, which is banking. Accounting standards require that information be reported about a company’s operating segments using a “management approach.” While management monitors the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable segment as the current operating model is structured whereby all banking locations serve a similar base of customers utilizing a company-wide offering of similar products and services managed through similar processes and technology platforms. The segment measure of profit or loss is consolidated net income according to the consolidated statements of operations, the measure of segment assets is total assets of the consolidated company according to the consolidated balance sheets, and the accounting policies of the segment are the same as those described in Note 1 to our consolidated financial statements. The segment’s revenues are primarily derived from retail and commercial banking products, and investment income.

Allowance for Credit Losses

The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed. Accrued interest receivable on loans is excluded from the estimate of credit losses. For the majority of loans, the ACL is calculated using a discounted cash flow methodology applied at the individual loan level. Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments and curtailments. The methodology incorporates reasonable and supportable forecasts over a one-year period, followed by a one-year straight-line reversion to long-term loss expectations. Expected losses are calculated based on forecasted loss rates and recovery assumptions and are aggregated to determine the ACL for collectively evaluated loans.

Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of financial assets as of the reporting date. Management will also use relevant forward-looking information and expectations drawn from reasonable and supportable forecasts when estimating the ACL. The information is obtained from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. The loss rate methodology is designed to estimate expected credit losses over the contractual life of the loans for the entire portfolio utilizing reasonable and supportable economic forecasts, historical loss experience, expected prepayments and curtailments and qualitative adjustments. By segmenting the loan portfolio by call code, historical loss rates can be utilized from a diversified peer group of banks under similar economic conditions to those in the economic forecast. The model takes into consideration observed historical loss rates from peer banks and combines this with internal and third-party benchmark studies associated with prepayment speeds, curtailment rates, recovery rates and funding projections to estimate historical losses on the portfolio. Qualitative factors, which require management judgment related to various sources of external and internal data, are incorporated into the overall allowance. Adjustments to modeled loss estimates may be made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as for changes in environmental conditions, such as changes in economic conditions, property values or other relevant factors.

The ACL is measured on a collective basis when similar risk characteristics exist. The Bank has identified the following portfolio segments and calculates the ACL for each using a discounted cash flow methodology at the loan level based on a forecasted loss rate determined based on underlying assumptions that most closely align with the underlying loans current and expected conditions:

•

Construction and land development — Construction and land development loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. These loans can carry the risk of cost overruns, changes in market demand for property, zoning and/or environmental issues and declines in real estate values.

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•

Single family residential — Residential loans include permanent mortgage financing and home equity lines of credit secured by first and second deeds on residential properties. These loans are susceptible to weakening general economic conditions, increases in unemployment rates and declining real estate values.

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•

Commercial real estate — Commercial real estate loans include loans secured by owner-occupied commercial buildings for office, storage, retail, farmland, and warehouse space. They also include non-owner-occupied commercial buildings such as leased retail and office space. Commercial real estate loans may be larger in size and may involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties.

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•

Multifamily — The Bank’s multifamily residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans also may be affected by increases in unemployment rates and deteriorating market values of real estate.

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•

Commercial and financial — Commercial and financial loans are made to businesses and are typically secured by business assets such as accounts receivable, inventory, and equipment, or are unsecured, and include loans to non-depository financial institutions. Repayment generally depends on the successful operation and cash flow of the borrower’s business and may be more sensitive to adverse economic conditions than real estate — secured loans, and the collateral securing these loans may fluctuate in value or be difficult to liquidate.

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•

Consumer — Consumer loans include automobile loans, revolving credit plans, and other loans to individuals for household, family, and other personal purposes. These loans may be unsecured or secured by rapidly depreciating collateral, and are susceptible to weakening general economic conditions, increases in unemployment rates, and reductions in borrower disposable income.

​

Although management believes its process for determining the allowance adequately considers the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

Additional information on the loan portfolio and ACL can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Loans.” See Note 1 to the consolidated financial statements included in this prospectus for additional information regarding our accounting policies related to the ACL.

Stock-Based Compensation

We account for share-based compensation awards granted to employees, directors and non-employees in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 requires compensation cost for share-based payment awards to be measured at fair value on the grant date and recognized in the financial statements over the period during which the grantee is required to provide service in exchange for the award, which is generally the vesting period. The Company measures the grant-date fair value of stock options and other option-type awards using the Black-Scholes option-pricing model, which requires management to make assumptions, including the expected term of the award, expected volatility of our common stock, the risk-free interest rate and expected dividend yield.

We generally measure the grant-date fair value of restricted stock awards and restricted stock units based on the fair value of the Company’s common stock on the date of grant. Compensation cost for service-based awards is recognized on a straight-line basis over the requisite service period for the award, and compensation cost for awards with graded vesting is recognized over the requisite service period for the entire award unless the terms of the award or applicable accounting guidance require recognition for each separately vesting tranche. Compensation cost for awards with performance conditions is recognized when achievement of the performance condition is probable, and the amount recognized is adjusted in subsequent periods if the probability assessment changes. The Company recognizes forfeitures of share-based compensation awards as they occur, and previously recognized compensation cost is reversed in the period in which an award is forfeited before completion of the requisite service period.

Fair Value Measurements

ASC Topic 820, Fair Value Measurement defines fair value as the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not available, management judgment is necessary to estimate fair value.

The fair values for available-for-sale (“AFS”) securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of our securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information.

 

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We account for mergers and acquisitions that qualify as a business combination under ASC 805, Business Combinations, which requires the use of the acquisition method of accounting. Under the acquisition method, we record all identifiable assets acquired, including intangible assets and the liabilities assumed at their fair values as of the acquisition date. Determining fair values of net assets acquired often involves estimates based on third-party valuations, such as appraisals or internal valuations based on discounted cash flow analysis or other valuation techniques. These methodologies are inherently subjective and involve significant assumptions, adjustments, and judgment around the selection of assumptions including, among others, discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. The determination of the useful lives over which an intangible asset will be amortized is also subjective. While the selected fair values represented our best estimate of fair value as of the acquisition date, these estimates are inherently uncertain. In addition, the acquisition method of accounting allows for a measurement period to adjust acquisition accounting for up to one year after the acquisition date, for new information that existed at the acquisition date but may not have been known or available at that time.

From time to time, we may record assets at fair value on a nonrecurring basis, usually as a result of the write-downs of individual assets due to impairment or to value real estate or property obtained through foreclosure or repossession. In particular, nonaccrual loans may be carried at the fair value of collateral if repayment is expected solely from the collateral. Although management believes its processes for determining the fair value of collateral-dependent loans are appropriate, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value.

In addition, changes in market conditions may reduce the availability of quoted prices or observable data. See Note 21 of our consolidated financial statements as of December 31, 2025, included elsewhere in this prospectus, for a complete discussion of fair value of financial assets and liabilities and their related measurement practices.

Goodwill Impairment

We record goodwill as a result of acquisitions accounted for under the acquisition method of accounting. Under the acquisition method, we are required to allocate the consideration paid for an acquired company to the assets acquired, including identified intangible assets, and liabilities assumed based on their estimated fair values at the date of acquisition. Goodwill represents the excess cost over the fair value of net assets acquired and is not amortized but is tested for impairment when indicators of impairment exist, and, in any case, at least annually.

The value of recorded goodwill is supported by revenue that is driven by the volume of business transacted and our ability to provide quality, cost-effective services in a competitive marketplace. A decline in earnings as a result of a lack of growth or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. Goodwill impairment exists when the carrying value of the reporting unit (as defined by GAAP) exceeds its fair value and an impairment loss is recognized in earnings in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit.

The process of evaluating goodwill for impairment involves highly subjective and complex judgments, estimates and assumptions regarding the fair value of our reporting unit and, in some cases, goodwill itself. As a result, changes to these judgments, estimates and assumptions in future periods could result in materially different results. The Company tests goodwill for impairment annually, or more frequently if events or circumstances change, indicating that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The determination of fair value of the reporting unit may include a discounted cash flow analysis incorporating assumptions regarding projected revenue growth rates, operating margins and weighted average cost of capital. These assumptions are inherently uncertain and could be adversely affected by factors including regulatory changes, macroeconomic conditions, interest rate changes, competitive pressures, changes in customer demand, or deterioration in financial performance. If actual results differ from our assumptions, or if adverse changes in these factors occur, we could be required to record a material goodwill impairment charge in future periods, which could have a material effect on our results of operations and financial condition.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

 

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in the period that includes the enactment date. Deferred tax assets are reduced, if necessary, by the amount of such benefits that are more likely than not expected to be realized based upon available evidence.

Emerging Growth Company Considerations

The JOBS Act contains provisions that, among other things, reduce certain reporting and other regulatory requirements for qualifying public companies. As an “emerging growth company,” we have elected under the JOBS Act to retain the ability to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. In the event we choose in the future to delay adoption of future accounting pronouncements applicable to public companies, our consolidated financial statements as of a particular date and for a particular period in the future may not be comparable to the financial statements as of such date and for such period of a public company situated similarly to us that is neither an emerging growth company nor an emerging growth company that has opted out of the extended transition period. Such financial statements of the other company may be prepared in conformity with new or revised accounting standards then applicable to public companies, but not to private companies, while, if we are then in the extended transition period, our consolidated financial statements would not be prepared in conformity with such new or revised accounting standards. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act, (ii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), (iii) provide more extensive disclosures regarding our executive compensation arrangements, including a “compensation discussion and analysis” section and all of the disclosures required under the Dodd-Frank Act, and (iv) hold nonbinding advisory votes on executive compensation and golden parachute arrangements. These exemptions will apply for a period of five years following the effectiveness of the registration statement of which this prospectus is a part or until we are no longer an emerging growth company, whichever is earlier.

Primary Factors Used to Evaluate Our Business

In addition to net income, the primary factors we use to evaluate and manage our results of operations include net interest income, noninterest income and noninterest expense.

Net Interest Income

Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, FHLB advances, subordinated notes and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets for the same period. We manage our earning assets and funding sources to maximize this margin while limiting credit risk and interest rate sensitivity to comply with our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin.

Noninterest Income

Noninterest income is a secondary contributor to our net income. Noninterest income consists primarily of interchange and card revenue, servicing fees, revenue streams such as service charges and other fees on deposit accounts, FHLB dividends, bank-owned life insurance (“BOLI”) income and other miscellaneous income. Certain of the Company’s noninterest revenue streams, such as contracts with customers, are covered by ASC Topic 606, Revenue from Contracts with Customers. See Note 1 of our audited consolidated financial statements for additional information.

Noninterest Expense

Noninterest expense includes salaries and employee benefits, occupancy and equipment costs, Federal deposit insurance expense, communication expenses, data processing and software fees, professional services fees, loan-related costs and other general and administrative expenses. In evaluating our level of noninterest expense, we closely monitor our efficiency ratio. The

 

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efficiency ratio is calculated by dividing noninterest expense by net interest income plus noninterest income. We constantly seek to identify ways to streamline our business and operate more efficiently.

Over the past several years, we have invested significant resources in personnel and infrastructure. We expect that our efficiency ratio will improve due, in part, to our past investment in infrastructure. We believe that we are currently well positioned to continue our growth trajectory without meaningful additions to our cost structure.

Primary Factors Used to Evaluate Financial Condition

The primary factors we use to evaluate and manage our financial condition include asset quality, capital and liquidity.

Asset Quality

We manage the quality of our loans based upon trends at the overall loan portfolio level as well as within specific product type. We measure and monitor key factors that include the level and trend of classified, delinquent, nonaccrual and nonperforming assets, collateral coverage and credit scores and debt service coverage, where applicable. The metrics directly impact our evaluation of the adequacy of our allowance for credit losses.

Capital

We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for credit losses, our geographic and industry concentrations, and other risk factors in our balance sheet, including interest rate sensitivity. Bank holding companies and banks are subject to various regulatory capital requirements administered by federal bank and state regulatory agencies. The Bank is subject to minimum risk-based and leverage capital requirements under federal regulations implementing the Basel III framework, and to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Our capital ratios and the capital ratios of the Bank at June 30, 2026, exceeded all applicable minimum capital requirements and the regulatory standards for the Bank to be “well-capitalized.” See the section entitled “Supervision and Regulation” for more information regarding the regulatory capital adequacy requirements applicable to us.

Liquidity

The Bank’s liquidity is a measure of its ability to access funds to support loan growth, withdrawals and maturities of deposits, and other cash outflows in a cost-effective manner. The principal sources of liquidity are deposits, scheduled payments and prepayments of loan principal, maturities and pay-downs of investment securities, access to liquid deposits, and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Liquid assets, consisting of cash and due from banks, interest-earning deposits with other banks, federal funds sold, and the fair value of unpledged investment securities, represented 12.7% of total assets on December 31, 2025 and 16.5% of total assets on June 30, 2026.

The Bank strives to maintain a position of liquidity sufficient to fund future loan demand and to satisfy fluctuations in deposit levels. Should the need arise, the Bank would have the capability to sell available-for-sale securities or to borrow funds as necessary. In addition to deposits, the Company utilizes FHLB advances as a supplementary funding source to finance our operations. These FHLB advances are collateralized by securities owned by the Company and held in safekeeping by the FHLB, FHLB stock owned by the Company, and certain qualifying loans secured by real estate, including residential mortgage loans, home equity lines of credit and commercial real estate loans. At June 30, 2026 and December 31, 2025, the Company had no outstanding borrowings with the FHLB. At December 31, 2024, the Company had $150.0 million of adjustable-rate credit advances outstanding with an interest rate of 4.57%. The outstanding advances at December 31, 2024, matured and were repaid during 2025. The advances from the FHLB are collateralized by a blanket lien on all eligible first mortgage loans and other specific loans in addition to FHLB stock. Loans totaling approximately $1.8 billion, $1.5 billion and $1.3 billion were pledged as collateral to the FHLB at June 30, 2026, December 31, 2025 and December 31, 2024, respectively, with lendable collateral value of $324.6 million, $210.5 million and $181.6 million for the same periods. The Bank primarily uses advances from its lines of credit for short-term cash needs, with borrowing terms typically less than 30 days. For additional discussion of the Company’s FHLB advances, see Note 10 of our audited consolidated financial statements and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liabilities — FHLB Advances.”

 

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Results of Operations — Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025

The following discussion of our results of operations compares the six months ended June 30, 2026 and 2025. Our net income for the six months ended June 30, 2026 was $13.3 million compared to net income of $6.7 million for the six months ended June 30, 2025. The increase of $6.6 million was primarily due to an increase in net interest income of $9.1 million partially offset by an increase in non-interest expense of $1.4 million primarily as a result of the Tandem acquisition.

Net Interest Income

For the six months ended June 30, 2026, net interest income increased by $9.1 million, or 19.3%, to $55.9 million, compared to the six months ended June 30, 2025. The increase in net interest income was primarily the result of increases in average outstanding loans of $314.1 million mainly driven by a combination of organic loan growth and the impact of acquisitions, as well as growth in average earning assets that outpaced growth in interest-bearing liabilities. Our net interest margin was 4.36% for the six months ended June 30, 2026, as compared to 4.17% for the six months ended June 30, 2025. Net interest margin experienced a 19 basis point increase during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to interest-earning asset growth outpacing interest-bearing liabilities by $182.1 million during the period along with an increase in non-interest bearing demand deposits of $141.3 million.

The following table discloses the components of net interest income for the six months ended June 30, 2026 and 2025, respectively: