The S-4 filing provides full deal mechanics; the next catalyst is the shareholder vote on October 14, 2026. Monitor regulatory filings—Federal Reserve waiver and FDIC/state approvals are key. The stock consideration component (~80% of total) creates a floating value tied to CBAN's stock price; watch for any CBAN decline below $16.87 which could trigger FSRL termination rights and a potential collar adjustment by CBAN. The 7.5% dissenters rights threshold at FSRL is a minor risk.
Price Chart
Executive Summary
Colony Bankcorp (CBAN) filed a registration statement on Form S-4 for the proposed merger with First Reliance Bancshares (FSRL), a South Carolina bank holding company. The transaction, announced June 24, 2026, values FSRL at approximately $159.9 million, with FSRL shareholders receiving either $19.75 in cash or 0.94 shares of Colony common stock per FSRL share, subject to a 20% cash / 80% stock mix and proration. The deal requires approval from both FSRL and Colony shareholders, as well as multiple regulatory approvals, and is expected to close in Q4 2026.
Key Facts
- Colony to acquire FSRL for aggregate consideration of approximately $159.9 million, including an estimated 6,185,975 shares of Colony common stock issued at a registered value of $130.5 million.
- Each FSRL share converted into $19.75 cash or 0.94 Colony shares, with a fixed 20% cash / 80% stock mix subject to proration.
- Transaction valued at $19.82 per FSRL share based on Colony's $21.08 closing price on June 23, 2026, representing a 30% premium over FSRL's $15.25 closing price same day.
- Colony special meeting scheduled Oct 14, 2026; FSRL special meeting to be held on a date to be determined.
- Merger expected to close Q4 2026, subject to FSRL and Colony shareholder votes, regulatory approvals (Fed, FDIC, GA, SC), and other customary conditions.
- Total value of merger consideration from Hovde fairness opinion: $159,890,935, inclusive of FSRL option payments.
- Pro forma combined entity would have total assets of $4.77 billion, total loans of $3.26 billion, and total deposits of $3.89 billion as of June 30, 2026.
Financial Impact
Total merger value approximately $159.9 million, with Colony issuing ~6.2 million shares valued at ~$130.5 million and paying ~$32.5 million in cash (20% of FSRL stock). FSRL had $98.4 million in equity as of June 30, 2026, implying a price-to-tangible-book multiple of ~1.62x.
Risk Factors
- Regulatory approval risk (Federal Reserve, FDIC, GA/SC state regulators) could delay or block completion.
- Shareholder approval risk—FSRL requires 2/3 supermajority vote; Colony requires majority of votes represented.
- Market risk—80% stock consideration exposes FSRL shareholders to CBAN price fluctuation; if CBAN falls below $16.87, FSRL has termination rights.
- Integration risk—Colony must successfully integrate FSRL's operations, systems, and personnel.
- Dissenters rights risk—if more than 7.5% of FSRL shares exercise appraisal rights, Colony can walk away.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001104659-26-097356 |
| Document: tm2622961d1_ex-filingfees.htm | 0001104659-26-097356 |
| Document: tm2622961d3_ex99-3.htm | 0001104659-26-097356 |
| Document: tm2622961d3_ex23-1.htm | 0001104659-26-097356 |
| Document: tm2622961d3_ex99-4.htm | 0001104659-26-097356 |
| Document: tm2622961d3_ex23-2.htm | 0001104659-26-097356 |
| Document: tm2622961d3_ex23-3.htm | 0001104659-26-097356 |
| Document: 0001104659-26-097356-index-headers.html | 0001104659-26-097356 |
| Document: 0001104659-26-097356-index.html | 0001104659-26-097356 |
| Document: 0001104659-26-097356.txt | 0001104659-26-097356 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 17, 2026 5w ago | 8-K | $20.92 | awaiting T+60 | — | $20.50 (−2.03%) |
Aug 28, 2026 8w ago | EFFECT | $21.34 | awaiting T+60 | — | $20.50 (−3.96%) |
Aug 27, 2026 8w ago | 424B4 | $21.34 | awaiting T+60 | — | $20.50 (−3.96%) |
Aug 25, 2026 8w ago | S-4/A | $21.17 | awaiting T+60 | — | $20.50 (−3.19%) |
Aug 14, 2026 10w ago | S-4 | $22.09 | awaiting T+60 | — | $20.50 (−7.22%) |
Jun 24, 2026 17w ago | 425 | $19.98 $20.71 | ▲ +3.65% | ▼ −0.08% | $20.50 (+2.58%) |
Jun 24, 2026 17w ago | 8-K | $19.98 $20.71 | ▲ +3.65% | ▼ −0.08% | $20.50 (+2.58%) |
Jun 12, 2026 19w ago | Institutional Cluster | $21.12 $21.31 | ▲ +0.90% | ▼ −2.36% | $20.50 (−2.96%) |
Apr 22, 2026 26w ago | 8-K | $19.86 $20.89 | ▲ +5.20% | ▲ +0.18% | $20.50 (+3.21%) |
US Market Status
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