Colony Bankcorp (CBAN) Acqusition of TC Bancshares Inc summary

Deal rationale and strategic fit

• Expands in-state franchise with entry into Thomasville and strengthens presence in coastal Georgia, with complementary overlap in Savannah MSA.

• Enhances Florida presence with full-service entry into Tallahassee and Jacksonville, complementing existing operations.

• Improves demographic profile, contributing stronger household income levels and favorable growth dynamics.

• Well positioned for organic growth and future M&A, supported by strong pro forma capital ratios.

• Enables cross-sell of noninterest income products into new and existing customer bases.

Financial terms and conditions

• 80% stock and 20% cash consideration; each TCBC share exchanged for $21.25 cash or 1.25x CBAN shares.

• Implied aggregate transaction value of $86.1 million or $21.73 per TCBC share.

• Pro forma ownership: 81.9% CBAN, 18.1% TCBC.

• Price/tangible book value per share: 112.9%; price/2026E earnings plus cost saves: 8.7x.

Synergies and expected cost savings

• Estimated cost savings of $5.6 million, or 33.4% of TCBC's projected non-interest expense base.

• Cost savings assumed to be 100% phased-in by close.