科勒尼美股招股说明书(2026-08-27版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of Colony Bankcorp, Inc. and First Reliance Bancshares, Inc.: On June24, 2026, Colony Bankcorp, Inc., or “Colony,” and First Reliance Bancshares, Inc., or“FSRL,” entered into an Agreement and Plan of Merger, which we refer to as the merger agreement,pursuant to which FSRL will merge with and into Colony, with Colony surviving the merger, which we referto as the merger. Immediately following the merger, FSRL’s wholly-owned banking subsidiary, FirstReliance Bank, a South Carolina state-chartered bank, will merge with and into Colony’s wholly-ownedbanking subsidiary, Colony Bank, a Georgia state-chartered bank, with Colony Bank as the surviving bank,which we refer to as the bank merger. Pursuant to the merger agreement, each share of FSRL common stock and each share of FSRLpreferred stock, which we refer to collectively herein as the FSRL stock, issued and outstandingimmediately prior to the effective time of the merger (other than dissenting shares and excluded shares) willbe converted into the right to receive, at the election of each FSRL shareholder, either: (i)an amount ofcash, without interest, equal to $19.75 (the “per share cash consideration”) or (ii)0.94 shares of Colonycommon stock (the “per share stock consideration”), subject to customary proration and allocationprocedures such that approximately 20% of FSRL stock will receive the cash consideration and theremaining 80% will receive the stock consideration (the consideration such holder receives, the “mergerconsideration”). Immediately prior to the effective time of the merger, all outstanding restricted shares of FSRLcommon stock granted under a FSRL stock plan (which we refer to as “FSRL restricted stock”) will becomefully vested and will receive, at the election of the holder and subject to allocation procedures described inthe merger agreement, either the per share cash consideration or the per share stock consideration in respectof each share of FSRL restricted stock, less any required tax withholding. Immediately prior to the effectivetime of the merger, each outstanding restricted stock unit (other than certain restricted stockunits identifiedas “rollover RSUs”) granted under a FSRL stock plan (which we refer to as an “FSRL RSU”) will becomefully vested and will receive, at the election of the holder and subject to allocation procedures described inthe merger agreement, either the per share cash consideration or the per share stock consideration in respectof each FSRL RSU, less any required tax withholding. Each rollover RSU will be assumed by Colony andconverted into a restricted stock unit with respect to shares of Colony common stock (a “Colony RSU”),with the number of Colony RSUs determined based on the exchange ratio and subject to substantially thesame terms and conditions, including vesting conditions. Immediately prior to the effective time of themerger, each option to purchase shares of FSRL common stock (which we refer to as an “FSRL option”),whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash,without interest, equal to the product of (1)the total number of shares of FSRL common stock subject tosuch option and (2)the excess, if any, of the per share cash consideration over the exercise price per shareof FSRL common stock under such option, less applicable taxes. No payment will be made with respect toany option having an exercise price per share equal to or greater than the per share cash consideration. Although the number of shares of Colony common stock that FSRL shareholders will receive as pershare stock consideration is fixed, the market value of the per share stock consideration and the aggregatemerger consideration will fluctuate with the market price of Colony common stock and will not be known atthe time FSRL or Colony shareholders vote on the merger. Colony common stock is currently quoted on theNew York Stock Exchange under the symbol “CBAN.” Based on the last reported sale price of Colonycommon stock of $21.08 per share on June23, 2026, the last full trading day before the publicannouncement of the merger agreement, the 0.94 exchange ratio represented approximately $19.82 in valuefor each share of FSRL stock to be converted into Colony common stock. Based on the closing sale price ofColony common stock of $21.38 per share on August24, 2026, the latest practicable trading date prior tothe printing of this joint proxy statement/prospectus, the exchange ratio represented approximately $20.10in value for each share of FSRL stock to be converted into Colony common stock. FSRL common stock is quoted on theOTCQX Best Market under the symbol “FSRL” and the last sale price on June23, 2026, the last full tradingday before the public announcement of the merger agreement, was $15.25 per share, and the most recentreported closing sale price of FSRL common stock on August 24, 2026 was $19.65 per share. We urge