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As filed with the Securities and Exchange Commission on May 23, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

METROCITY BANKSHARES, 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)

47-2528408

(I.R.S. Employer
Identification Number)

5114 Buford Highway
Doraville, Georgia 30340
(770) 455-4989

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

Nack Y. Paek
Chairman and Chief Executive Officer
MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, Georgia 30340
(770) 455-4989

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

Copies to:

Peter G. Weinstock
Beth A. Whitaker
Hunton Andrews Kurth LLP
1445 Ross Avenue, Suite 3700
Dallas, Texas 75202
Telephone: (214) 979-3000

Mark C. Kanaly
David S. Park
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309
Telephone: (404) 081-7000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions to the proposed merger described in the enclosed proxy statement/prospectus.

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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

Exchange Act Rule 143-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement on Form S-4 shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

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

PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 23, 2025

PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of First IC Corporation:

On March 16, 2025, MetroCity Bankshares, Inc., or “MetroCity,” Metro City Bank, First IC Corporation, or “First IC,” and First IC Bank entered into an Agreement and Plan of Reorganization, (which we refer to as the “merger agreement”) pursuant to which First IC will merge with and into MetroCity, with MetroCity surviving the merger (which we refer to as the “merger”). Following the merger, First IC’s wholly-owned banking subsidiary, First IC Bank, a Georgia state-chartered bank, will merge with and into MetroCity’s wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered bank, with Metro City Bank as the surviving bank.

Pursuant to the merger agreement, at the effective time of the merger, all of the outstanding shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity and dissenting shares (as defined in this document), will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, subject to adjustments as provided in the merger agreement (which we refer to as the “cash consideration”) and (ii) 3,384,588 shares of MetroCity common stock, subject to adjustment as provided in the merger agreement (which we refer to as the “stock consideration”), together with cash in lieu of any fractional shares. We refer to the stock consideration and the cash consideration collectively as the merger consideration.

As of the effective time of the merger, each option to purchase shares of First IC common stock, whether vested or unvested, that is then-outstanding and has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date of the merger, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount as calculated pursuant to the terms of the merger agreement. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the option holders.

Although the number of shares of MetroCity common stock that each First IC shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of MetroCity common stock and will not be known at the time First IC shareholders vote on the merger. MetroCity common stock is listed on The Nasdaq Global Select Market (which we refer to as “Nasdaq”) under the symbol “MCBS.” On March 14, 2025, the last full trading day before the public announcement of the merger agreement, based on the last reported sale price of MetroCity common stock of $27.28 per share, the merger consideration represented approximately $22.56 in value for each share of First IC common stock to be converted in the merger, for aggregate merger consideration of approximately $204.6 million. Based on the most recent reported closing sale price of MetroCity common stock on [•], 2025 of $[•] per share, the merger consideration represented approximately $[•] in value for each share of First IC common stock to be converted in the merger, for aggregate merger consideration of approximately $[•] million. Each of the foregoing examples in the preceding sentence assumes that (i) there are 84,414 unexercised stock options outstanding at the effective time, such that the cash consideration will be reduced by $1,368,000, (ii) there are otherwise no adjustments to the merger consideration, and (iii) that there are no dissenting shares. First IC common stock is quoted on the OTC Expert Market under the symbol “FIEB.” The last sale price of First IC common stock on March 14, 2025, the last full trading day before the public announcement of the merger agreement, was $12.50 per share for First IC common stock, and the most recent reported closing sale price of First IC common stock on [•], 2025 was $[•] per share for First IC common stock.

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record of First IC common stock a cash dividend for each outstanding share of First IC common stock equal to the quotient of (a) the difference between $12,500,000 and the transaction costs, divided by (b) the aggregate number of shares of First IC common stock issued and outstanding immediately prior to the effective time of the merger, rounded to the nearest cent.

If (i) the average of the closing price per share of MetroCity common stock on Nasdaq for the ten (10) consecutive trading days ending on and including the third (3rd) trading day preceding the closing date of the merger (which we refer to as the “average closing price”) is less than 80% of the average of the closing price per share of MetroCity common stock on Nasdaq for the ten (10) consecutive trading days ending on and including the trading day immediately preceding the date of the merger agreement (which we refer to as the “average initial price”) and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price). As a result, the number of shares of MetroCity common stock that First IC shareholders will receive in the merger may fluctuate with the market price of MetroCity common stock and will not be known at the time First IC shareholders vote on the merger.

Each of MetroCity and First IC intends that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). Accordingly, First IC shareholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of First IC common stock for MetroCity common stock in the merger, except with respect to (i) the cash consideration and (ii) any cash received by such holders in lieu of fractional shares of MetroCity City common stock.

Following the completion of the merger, former First IC shareholders will own approximately 11.8% of the combined company. We urge you to obtain current market quotations for the price of MetroCity common stock on Nasdaq (trading symbol “MCBS”) and First IC common stock, which is quoted on the OTC Expert Market (trading symbol “FIEB”).

First IC will hold its annual meeting of shareholders virtually (which we refer to as the “First IC shareholder meeting”) on [•], 2025, at [•], local time, where First IC shareholders will be asked to vote upon (i) a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “First IC merger proposal”), (ii) a proposal to elect six directors to serve until the 2026 annual meeting of shareholders (which we refer to as the “First IC director election proposal”), and (iii) a proposal to authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (a) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (b) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to First IC shareholders, or (c) to vote on other matters properly brought before the First IC shareholder meeting (which we refer to as the “First IC adjournment proposal”). The merger cannot be completed unless, among other things, holders of a majority of the outstanding shares of First IC common stock vote to approve the First IC merger proposal. First IC is sending you this proxy statement/prospectus to ask you to vote in favor of these and other matters described in this proxy statement/prospectus.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FIRST IC COMMON STOCK YOU OWN. To vote your shares of First IC common stock at the First IC shareholder meeting, please follow the voting instructions in the enclosed proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the First IC shareholder meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the First IC shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The First IC board of directors has unanimously (1) determined that the merger is advisable and in the best interests of First IC and its shareholders and (2) approved and adopted the merger agreement and the transactions contemplated thereby. The First IC board of directors unanimously recommends that First IC shareholders vote “FOR” the First IC merger proposal, “FOR” the First IC director election proposal, and “FOR” the First IC adjournment proposal (if necessary or appropriate).

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The accompanying proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about MetroCity and First IC and certain related matters. You are encouraged to read the accompanying proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 30 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about MetroCity from documents that have been filed with the U.S. Securities and Exchange Commission and that are incorporated by reference in the accompanying proxy statement/prospectus.

We look forward to a successful completion of the merger and thank you for your prompt attention to this important matter.

Sincerely,

Nack Y. Paek
Chairman and Chief Executive Officer
MetroCity Bankshares, Inc.

Chong W. Chun
Chairman
First IC Corporation

None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either MetroCity or First IC, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

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

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FIRST IC CORPORATION
5593 Buford Highway
Doraville, Georgia 30340
(770) 451-7200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON [•], 2025

To the Shareholders of First IC Corporation:

You are invited to attend the annual meeting (which we refer to as the “First IC shareholder meeting”) of shareholders of First IC Corporation (“First IC”), the parent holding company of First IC Bank, to be held virtually on [•], 2025 at [•], Eastern Time.

The First IC shareholder meeting has been called for the following purposes:

To approve the Agreement and Plan of Reorganization, dated as of March 16, 2025 (the “merger agreement”), by and among MetroCity Bankshares, Inc. (“MetroCity”), Metro City Bank, First IC, and First IC Bank, pursuant to which First IC will merge with and into MetroCity (which we refer to as the “merger”), with MetroCity surviving the merger, and approve the transactions contemplated thereby, including the merger, each as more fully described in the accompanying proxy statement/prospectus (which we refer to as the “First IC merger proposal”);

To elect six (6) directors to serve until First IC’s 2026 annual meeting of shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal from office, or death (which we refer to as the “First IC director election proposal”); and

To authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (i) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (ii) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to First IC shareholders, or (iii) to vote on other matters properly brought before the First IC shareholder meeting (which we refer to as the “First IC adjournment proposal”).

The First IC board of directors has fixed the close of business on [•], 2025 as the record date for the First IC shareholder meeting. Only First IC shareholders of record as of the record date are entitled to notice of, and to vote at, the First IC shareholder meeting, or any adjournment or postponement of the First IC shareholder meeting.

We ask that you participate virtually in the First IC shareholder meeting through logging onto [•]. Those planning to attend and participate in the First IC shareholder meeting should log on at least fifteen (15) minutes prior to the start of the First IC shareholder meeting. Logging onto the First IC shareholder meeting through [•] is the only way shareholders may participate by voting and asking questions at the First IC shareholder meeting.

The affirmative vote of a majority of the outstanding shares of First IC common stock entitled to vote thereon is required to approve the First IC merger proposal. The director nominees will be elected if the votes cast for a director nominee exceeds the votes cast against such director nominee. Assuming a quorum is present, approval of the First IC adjournment proposal (if necessary or appropriate) requires the affirmative vote of at least a majority of the shares of First IC common stock represented at the First IC shareholder meeting and entitled to vote thereon. First IC will transact no other business at the First IC shareholder meeting, except for business properly brought before the First IC shareholder meeting or any adjournment or postponement thereof.

In the event there are not sufficient votes to approve the First IC merger proposal at the time of the First IC shareholder meeting, the First IC shareholder meeting may be adjourned or postponed in order to permit further solicitation of proxies by First IC.

First IC shareholders must approve the First IC merger proposal in order for the merger to occur. If First IC’s shareholders fail to approve the First IC merger proposal, the merger will not occur. The proxy

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statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the First IC shareholder meeting, including the election of the directors. Please review the proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 30 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about MetroCity from documents that have been filed with the U.S. Securities and Exchange Commission and that are incorporated by reference in the accompanying proxy statement/prospectus.

First IC shareholders are entitled to dissenters’ rights under the provisions of the Georgia Business Corporation Code, as amended (the “GBCC”) in connection with the proposed merger. If the merger is completed, shareholders perfecting their dissenters’ rights are entitled, if they have complied with the provisions of the GBCC regarding rights of dissenting shareholders, to be paid the “fair value” of their shares in cash, as provided in the relevant sections of the GBCC. A copy of the applicable statutory provisions of the GBCC is included with the accompanying proxy statement/prospectus as Annex E, and a summary of the provisions can be found under the section of the proxy statement/prospectus entitled “The Merger — Dissenters’ Rights. It is a condition to the consummation of the merger that holders of no more than 10% of the outstanding shares of First IC stock exercise dissenters’ rights.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FIRST IC COMMON STOCK YOU OWN. Whether or not you plan to virtually attend the First IC shareholders meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

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

By Order of the Board of Directors,

Dong Wook Kim, CFA
President and CEO

Doraville, Georgia
[•], 2025

EVEN IF YOU PLAN TO ATTEND THE FIRST IC SHAREHOLDER MEETING VIRTUALLY, PLEASE VOTE BY MAIL BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about MetroCity from documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by MetroCity at no cost from the SEC’s website at http://www.sec.gov. MetroCity has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the address set forth below. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting MetroCity at the contact information set forth below:

MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, GA 30340
Attn: Chief Financial Officer
Telephone: (678) 580-6414

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the First IC shareholder meeting, or [•], 2025.

If you have any questions about the merger agreement, the merger, the First IC shareholder meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of First IC common stock, please contact Edward Briscoe, Chief Financial Officer of First IC, at (770) 451-7200 or by email to ed.briscoe@firsticbank.com.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [•], 2025, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this document to the shareholders of First IC nor the issuance by MetroCity of shares of MetroCity common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding First IC has been provided by First IC and information contained in this document regarding MetroCity has been provided by MetroCity. See “Where You Can Find More Information” beginning on page 142 for more details.

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QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger and the First IC shareholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus, including the annexes and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section may not provide all the information that might be important to you in determining how to vote.

Unless the context otherwise requires, references in this proxy statement/prospectus to “MetroCity” refer to MetroCity Bankshares, Inc., a Georgia corporation, and its subsidiaries, including Metro City Bank, a Georgia state-chartered bank and the wholly-owned subsidiary of MetroCity Bankshares, Inc. Additionally, unless the context otherwise requires, references to “First IC” refer to First IC Corporation, a Georgia corporation, and its subsidiaries, including First IC Bank, a Georgia state-chartered bank and the wholly-owned subsidiary of First IC Corporation.

What is the merger?

MetroCity, Metro City Bank, First IC and First IC Bank entered into the Agreement and Plan of Reorganization on March 16, 2025 (as it may be amended from time to time, the “merger agreement”) pursuant to which First IC will merge with and into MetroCity, with MetroCity continuing as the surviving entity (which we refer to as the “merger”). Following the merger, First IC’s wholly-owned banking subsidiary, First IC Bank, a Georgia state-chartered bank, will merge with and into MetroCity’s wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered bank, with Metro City Bank as the surviving bank (which we refer to as the “bank merger”).

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

Why am I receiving this proxy statement/prospectus?

We are delivering this document to you because it is a proxy statement being used by the First IC board of directors to solicit proxies of First IC shareholders in connection with approval of the First IC merger proposal, the First IC director election proposal, and the First IC adjournment proposal (if necessary). In order to complete the merger, among other things, First IC shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger. Holder of First IC common stock are also being asked to elect six directors to serve until the 2026 annual meeting of shareholders.

In order to approve the merger agreement and related matters, First IC has called a virtual meeting of its shareholders. This document serves as the proxy statement for the First IC shareholder meeting and describes the proposals to be presented at the meeting.

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

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the First IC shareholder meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

What will First IC shareholders receive in the merger?

If the merger is completed, all of the outstanding shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity and shares which are held by persons who have properly exercised, and not withdrawn or waived, dissenters’ rights (which we refer to as “dissenting

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shares”), will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, subject to adjustments as provided in the merger agreement, which we refer to as the cash consideration, and (ii) 3,384,588 shares of MetroCity common stock, subject to adjustment as provided in the merger agreement, which we refer to as the stock consideration, together with cash in lieu of any fractional shares. We refer to the stock consideration and the cash consideration collectively as the merger consideration. An illustration of the value of the per share merger consideration as of (i) the last trading date prior to the announcement of the merger, and (ii) the latest practicable trading date before the date of this proxy statement/prospectus is reflected in following table:

Date	Closing Price of MetroCity Common Stock			Stock Consideration(1)	Per Share Stock Consideration(2)	Implied Value of Per Share Stock Consideration(1)			Cash Consideration(3)			Per Share Cash Consideration(3)			Implied Value of Per Share Merger Consideration(3)
March 14, 2025(4)		$	27.78	3,384,588 shares	0.3732 shares		$	10.37		$	110,597,213		$	12.19		$	22.56
[•], 2025(5)		$	[•]	3,384,588 shares	0.3732 shares		$	[•]			110,597,213		$	12.19		$	[•]

(1)

Assumes there is no adjustment to the stock consideration. For a discussion of the possible adjustments to the merger consideration, see the section of this document entitled “The Merger Agreement — Merger Consideration,” beginning on page 71.

(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

(3)

Assumes that there are 84,414 unexercised stock options outstanding at the effective time, such that the cash consideration will be reduced by $1,368,000. Also assumes that the First IC transaction costs do not exceed $12,500,000. For a discussion of the possible adjustments to the merger consideration, see the section of this document entitled “The Merger Agreement — Merger Consideration,” beginning on page 71.

(4)

The last full trading day before public announcement of the merger agreement.

(5)

The latest practicable trading day before the date of this document.

In connection with the merger agreement and the transactions contemplated thereby, First IC is permitted an expense allowance for certain transaction costs incurred in connection with the merger in an amount not to exceed $12,500,000 on a pre-tax basis. In the event that First IC’s transaction costs exceed $12,500,000 as of the close of business on the third (3rd) business day preceding the closing date of the merger, then the cash consideration will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the transaction costs and $12,500,000. If First IC’s transaction costs are less than $12,500,000, then immediately prior to the effective time of the merger, First IC may declare and pay to each holder of record of First IC common stock a cash dividend for each outstanding share of First IC common stock equal to the quotient of (a) the difference between $12,500,000 and the transaction costs, divided by (b) the aggregate number of shares of First IC common stock issued and outstanding immediately prior to the effective time of the merger, rounded to the nearest cent.

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MetroCity will not issue any fractional shares of MetroCity common stock in the merger. Instead, a First IC shareholder who otherwise would have received a fraction of a share of MetroCity common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the fractional share interest to which such shareholder would otherwise be entitled to receive by (2) the volume-weighted average of the closing price per share of MetroCity common stock as reported on Nasdaq during the ten (10) consecutive trading days ending on the third (3rd) trading day prior to closing (rounded to the nearest whole cent as provided by Bloomberg L.P.).

What happens to outstanding First IC equity awards in the merger?

At the effective time of the merger, each option to purchase shares of First IC common stock (which we refer to as an “option”), whether vested or unvested, that is then-outstanding and which has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount equal to the product of (i) the number of shares of First IC common stock provided for in each such option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined below) over (y) the exercise price of such stock option. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the option holders. Any option for which the exercise price exceeds the per share cash equivalent consideration shall be cancelled as of the effective time of the merger without payment.

For purposes of the merger agreement, “per share cash equivalent consideration” means the sum of (i) the per share portion of the cash consideration and (ii) the product of (x) 0.3732 multiplied by (y) the volume-weighted average of the closing price per share of MetroCity common stock as reported on Nasdaq during the ten (10) consecutive trading days ending on the third (3rd) trading day prior to closing (rounded to the nearest whole cent as provided by Bloomberg L.P.).

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

Yes. Although the number of shares of MetroCity common stock that each First IC shareholder will receive is fixed, the market value of the per share merger consideration will fluctuate with the market price of MetroCity common stock and will not be known at the time First IC shareholders vote on the merger. MetroCity common stock is listed on Nasdaq under the symbol “MCBS” In addition, (i) if the average closing price of MetroCity common stock is less than 80% of the average initial price of MetroCity common stock and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price).

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

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

When and where is the First IC shareholder meeting?

The First IC shareholder meeting will be held virtually on [•], 2025, at [•], local time. The meeting will be held in an online-only virtual format. To access the First IC shareholder meeting, please log on to [•] at least fifteen (15) minutes prior to the start of the First IC shareholder meeting.

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

First IC shareholders are being asked to vote on the following proposals at the First IC shareholder meeting:

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•

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

•

the election of (6) directors to serve until First IC’s 2026 annual meeting of shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal from office, or death (which we refer to as the “First IC director election proposal”); and

•

to authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (i) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (ii) if adjournment is necessary or appropriate, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to First IC shareholders, or (iii) to vote on other matters properly brought before the First IC shareholder meeting (the “First IC adjournment proposal”).

Each director and executive officer of First IC and First IC Bank who owns shares of First IC common stock (which collectively constitute approximately [•]% of the outstanding shares of First IC common stock) as of the record date has entered into a voting agreement with MetroCity agreeing to, among other things, vote their shares of First IC common stock in favor of approval of the merger agreement and the transactions contemplated thereby and against approval of any acquisition proposal or any other proposal made in opposition to or in competition with the voting agreement or the merger agreement.

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

Who is entitled to vote at the First IC shareholder meeting?

All holders of First IC common stock who held shares at the close of business on [•], 2025 (which we refer to as the “record date”) are entitled to receive notice of and to vote at the First IC shareholder meeting, provided that such shares of First IC common stock remain outstanding on the date of the First IC shareholder meeting.

What constitutes a quorum at the First IC shareholder meeting?

The presence, in attendance virtually or represented by proxy, of at least a majority of the outstanding shares of First IC common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the First IC shareholder meeting.

Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists.

What vote is required to approve each proposal at the First IC shareholder meeting?

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

First IC director election proposal: For the First IC director election proposal, director nominees are elected if the votes cast for a director nominee exceeds the votes cast against such director nominee. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the First IC shareholder meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC director election proposal, you will not be deemed to have cast a vote with respect to the First IC director election proposal and it will have no effect on the First IC director election proposal.

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First IC adjournment proposal: Assuming a quorum is present, approval of the First IC adjournment proposal requires the affirmative vote of a majority of the outstanding shares of First IC common stock entitled to vote thereon and represented virtually or by proxy at the First IC shareholder meeting. If you fail to vote virtually or by proxy or fail to instruct your bank, broker or other nominee to vote; you will not be deemed present and it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy, with respect to the First IC adjournment proposal, you will be deemed present but will not be deemed to have cast a vote with respect to such proposal, and it will have the same effect as a vote “AGAINST” the First IC adjournment proposal. First IC shareholders are not required to approve the First IC adjournment proposal in order for the merger to occur. If First IC shareholders fail to approve the First IC adjournment proposal, but approve the First IC merger approval, the merger may nonetheless occur.

Will the shares of MetroCity common stock that First IC shareholders receive in the merger be freely transferable?

Yes. The MetroCity common stock issued in the merger will be transferable free of restrictions under federal and state securities laws.

What are the conditions to completion of the merger?

The obligations of First IC and MetroCity to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including, among others, the receipt of required regulatory approvals, tax opinions, and the approval of the First IC merger proposal by First IC shareholders. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 86.

When will the merger be completed?

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

How does the First IC board of directors recommend that I vote?

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

What do I need to do now?

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly using the enclosed proxy card so that your shares are represented and voted at the First IC shareholder meeting. If you hold your shares in your name as a shareholder of record, in order to vote your shares you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote virtually at the First IC shareholder meeting will need to obtain a legal proxy from the institution that holds their shares.

How many votes do I have?

First IC shareholders are entitled to one vote on each proposal to be considered at the First IC shareholder meeting for each share of First IC common stock owned as of the record date.

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How do I vote?

If you are a shareholder of record of First IC as of [•], 2025, the record date, you may vote by proxy before the First IC shareholder meeting by completing, signing, dating and returning the enclosed proxy card to First IC using the enclosed postage-paid envelope, or by delivering your proxy card in person to First IC, at First IC’s principal office, located at 5593 Buford Highway, Doraville, Georgia 30340, Edward Briscoe, Chief Financial Officer.

If you intend to submit your proxy by mail, your completed proxy card must be received prior to the First IC shareholder meeting.

If you are a shareholder of record of First IC as of the record date, you may also cast your vote virtually at the First IC shareholder meeting. If you plan to attend the First IC shareholder meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. Whether or not you intend to be present virtually at the First IC shareholder meeting, you are urged to complete, sign, date and return the enclosed proxy card to First IC in the enclosed postage-paid envelope as soon as possible. If you are then present and wish to vote your shares virtually, your original proxy may be revoked by attending and voting at the First IC shareholder meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares virtually at the First IC shareholder meeting.

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

If you are a shareholder of First IC and if your shares of First IC common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares of stock. If your shares of stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” If your shares are held in street name, this proxy statement/prospectus and the proxy card, as applicable, have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card directly to First IC or by voting virtually at the First IC shareholder meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

How are broker non-votes and abstentions treated?

Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. The First IC merger proposal, the First IC director election proposal and the First IC adjournment proposal are each non-routine matters, and a broker or nominee does not have discretionary voting power with respect to the proposals. As a result, we do not expect any broker non-votes at the First IC shareholder meeting.

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Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the First IC merger proposal because Georgia law requires the merger proposal be approved by the affirmative vote of the holders of a majority of the outstanding shares of First IC common stock outstanding and entitled to vote thereon. Abstentions will have the effect of a vote “AGAINST” the First IC adjournment proposal, while broker non-vote will have no effect on the First IC adjournment proposal. Abstentions and broker non-votes will have no effect on the First IC director election proposal.

What will happen if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of First IC common stock represented by your proxy will be voted as recommended by the First IC board of directors with respect to such proposals.

Can I change my vote?

Yes. If you are the record holder of your First IC shares, you may revoke your proxy in any one of three ways: (1) you may submit another properly completed proxy card bearing a later date which is received prior to the First IC shareholder meeting; (2) you may send a written notice which is received prior to the First IC shareholder meeting that you are revoking your proxy to: First IC Corporation, 5593 Buford Highway, Doraville, Georgia 30340, Attention: Edward Briscoe, Chief Financial Officer; or (3) you may attend the First IC shareholder meeting virtually and notify the election officials that you wish to revoke your proxy and vote virtually. However, your attendance at the First IC shareholder meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

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

Yes. Unless the merger agreement is terminated before the First IC shareholder meeting or First IC determines in good faith, after consultation with its outside counsel and, with respect to financial matters, its financial advisor, that it would be inconsistent with its fiduciary duties under applicable law, First IC is required to submit the First IC merger proposal to its shareholders even if First IC’s board of directors has withdrawn, modified or qualified its recommendation.

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

Yes. In considering the recommendation of the First IC board of directors with respect to the merger agreement, you should be aware that First IC’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of First IC shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of First IC shareholders include, but are not limited to, (i) payments under existing change-in-control severance agreements with First IC for certain executive officers, (ii) the accelerated vesting of equity awards issued to certain executive officers of First IC, and (iii) the right to continued indemnification and insurance coverage under the merger agreement. For further information, see “The Merger — Interests of First IC’s Directors and Executive Officers in the Merger” beginning on page 63.

Are First IC shareholders entitled to dissenters’ rights?

Yes. Under Georgia law, record holders of shares of First IC common stock have the right to demand in writing the payment in cash of the “fair value” of their shares as determined by an appraisal process. To exercise those dissenters’ rights, a First IC shareholder must follow exactly the procedures specified under Georgia law. These procedures are summarized in this proxy statement/prospectus. In addition, the text of the applicable provisions of Georgia law is included as Annex E to this document.

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The value determined in the appraisal process may be more or less than the value a First IC shareholder would receive in the merger under the terms of the merger agreement. Failure to strictly comply with the applicable Georgia law provisions will result in the loss of dissenters’ rights. For further information, see “The Merger — Dissenters’ Rights” on page 67.

Pursuant to the merger agreement, MetroCity will be permitted to terminate the merger agreement and abandon the merger if dissenters’ rights are properly asserted with respect to 10% or more of the outstanding shares of First IC common stock.

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

The merger is intended to qualify, and the obligations of the parties to complete the merger are conditioned upon the receipt of a tax opinion from their respective counsel to the effect that the merger will qualify, as a reorganization within the meaning of Section 368(a) of the Code. Neither MetroCity nor First IC intends to waive this opinion condition to its obligation to consummate the merger. If either MetroCity or First IC waives this condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to First IC shareholders have materially changed, MetroCity and First IC will recirculate appropriate materials to resolicit the votes of First IC shareholders.

First IC shareholders generally will not recognize gain or loss with respect to the merger consideration that they receive in the merger, except with respect to (i) the cash consideration they receive and (ii) any cash they receive in lieu of receiving a fractional share of MetroCity common stock. A First IC shareholder who receives solely cash, or who receives a mix of cash and MetroCity common stock, in exchange for its shares of First IC common stock will generally recognize gain or loss on the exchange in an amount equal to the difference between the cash consideration received and that holder’s adjusted tax basis in the shares of First IC common stock exchanged therefor (not to exceed the amount of cash consideration received in the merger). In addition, First IC shareholders may recognize gain or loss with respect to any cash received in lieu of fractional shares of MetroCity common stock. See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 95. This tax treatment may not apply to all First IC shareholders. Determining the actual tax consequences of the merger to First IC shareholders can be complicated and will depend on the particular circumstances of each First IC shareholder. First IC shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each shareholder.

What happens if the merger is not completed?

If the merger is not completed, holders of First IC common stock will not receive any consideration for their shares in connection with the merger. Instead, First IC will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, First IC may be required to pay a termination fee. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page 89 for a discussion of the circumstances under which termination fees will be required to be paid.

What happens if I sell my shares after the record date but before the First IC shareholder meeting?

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

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

No. Please do not send in your First IC stock certificates with your proxy. After the merger, MetroCity’s exchange agent, Computershare Trust Company, N.A., will send you instructions for exchanging First IC stock certificates for your portion of the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page 73.

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

If you are unable to locate your original First IC stock certificate(s), you should contact First IC Corporation, 5593 Buford Highway, Doraville, Georgia 30340, Attention: Chief Financial Officer. Generally, merger consideration for lost certificates cannot be delivered except upon the making of an affidavit claiming such certificate to be lost, stolen or destroyed and the posting of a bond in such amount as MetroCity or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost certificate.

What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of stock that you own.

Whom should I call with questions?

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of First IC common stock, please contact Edward Briscoe, Chief Financial Officer of First IC, at (770) 451-7200 or by email to ed.briscoe@firsticbank.com.

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SUMMARY

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire proxy statement/prospectus and its annexes and the other documents to which this document refers before you decide how to vote with respect to the merger agreement. In addition, this proxy statement/prospectus incorporates by reference important business and financial information about MetroCity. For a description of this information, please see “Where You Can Find More Information” beginning on page 142. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Additional Information” in the forepart of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Companies (page 101)

Information about MetroCity

MetroCity Bankshares, Inc. is a registered bank holding company headquartered in Doraville, Georgia, and the parent company of Metro City Bank, a Georgia state-chartered bank that offers a full array of banking products and services. MetroCity currently operates throughout the states of Alabama, Florida, Georgia, New York, New Jersey, Texas and Virginia from a network of twenty (20) full-service branch locations. As of March 31, 2025, on a consolidated basis, MetroCity had total assets of $3.66 billion, total loans held for investment of $3.13 billion, total deposits of $2.74 billion and shareholders’ equity of $428.0 million.

MetroCity’s common stock is listed on Nasdaq under the symbol “MCBS.”

MetroCity’s principal office is located at 5114 Buford Highway, Doraville, Georgia 30340, and its telephone number at that location is (770) 455-4989. MetroCity’s website can be accessed at www.metrocitybank.bank. Information contained on MetroCity’s website does not constitute part of, and is not incorporated into, this proxy statement/prospectus.

Information about First IC

First IC, which was incorporated in Georgia in 2016, operates as the bank holding company for First IC Bank, a Georgia state-chartered bank that was founded in 1998 and is headquartered in Doraville, Georgia. First IC has no material business operations at the holding company level other than owning and managing its wholly-owned banking subsidiary, First IC Bank. First IC’s primary activities are to provide assistance in the management and coordination of the financial resources of First IC Bank. First IC’s principal asset is the outstanding capital stock of First IC Bank, and First IC derives its revenues primarily from the operations of First IC Bank in the form of dividends received from First IC Bank. As of March 31, 2025, First IC had total consolidated assets of $1.23 billion, total loans held for investment of $1.04 billion, total deposits of $975.9 million and total shareholders’ equity of $142.3 million.

First IC’s common stock is quoted on the OTC Expert Market under the symbol “FIEB.”

First IC’s principal office is located at 5593 Buford Highway, Doraville, Georgia 30340, and its telephone number at that location is (770) 451-7200. First IC’s website can be accessed at www.firsticbank.com. Information contained on First IC’s website does not constitute part of, and is not incorporated into, this proxy statement/prospectus..

The Merger (page 44)

MetroCity and First IC have entered into the merger agreement, pursuant to which First IC will merge with and into MetroCity, with MetroCity continuing as the surviving corporation. Following the merger, First IC Bank, First IC’s wholly-owned banking subsidiary, will merge with and into Metro City Bank, MetroCity’s wholly-owned banking subsidiary, with Metro City Bank as the surviving bank.

The terms and conditions by which First IC will merge with and into MetroCity are contained in the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. All

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descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. We encourage you to read that agreement carefully, as it is the legal document that governs the merger.

Merger Consideration (page 71)

If the merger agreement is approved by the shareholders of First IC, all other conditions to consummation of the merger are satisfied or waived and the merger is completed, all of the shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity or dissenting shares, issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, and (ii) 3,384,588 shares of MetroCity common stock, each subject to adjustment as described in the merger agreement and herein. An illustration of the value of the per share merger consideration as of (i) the last trading date prior to the announcement of the merger, and (ii) the latest practicable trading date before the date of this proxy statement/prospectus is reflected in following table:

Date	Closing Price of MetroCity Common Stock			Stock Consideration(1)	Per Share Stock Consideration(2)	Implied Value of Per Share Stock Consideration(1)			Cash Consideration(3)			Per Share Cash Consideration(3)			Implied Value of Per Share Merger Consideration(3)
March 14, 2025(4)		$	27.78	3,384,588 shares	0.3732 shares		$	10.37		$	110,597,213		$	12.19		$	22.56
[•], 2025(5)		$	[•]	3,384,588 shares	0.3732 shares		$	[•]			110,597,213		$	12.19		$	[•]

(1)

(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

(3)

(4)

The last full trading day before public announcement of the merger agreement.

(5)

The latest practicable trading day before the date of this document.

If (i) the average closing price of MetroCity common stock is less than 80% of the average initial price of MetroCity common stock and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration

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and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price).

Following the completion of the merger, former First IC shareholders will own approximately 11.8% of the combined company. For more information on the merger consideration, see the section entitled “The Merger — Terms of the Merger” beginning on page 44 and “The Merger Agreement — Merger Consideration” beginning on page 71.

Treatment of First IC Equity Awards (page 73)

At the effective time of the merger, each option to purchase shares of First IC common stock, whether vested or unvested, that is then-outstanding and which has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount equal to the product of (i) the number of shares of First IC common stock provided for in each such option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration over (y) the exercise price of such stock option. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the option holders. Any option for which the exercise price exceeds the per share cash equivalent consideration shall be cancelled as of the effective time of the merger without payment.

Conversion of Shares; Exchange of Certificates (page 73)

Within five (5) business days after the effective time of the merger, MetroCity’s exchange agent will mail to each holder of record of each certificate share of First IC common stock that is converted into the right to receive the merger consideration a letter of transmittal and instructions for the surrender of the holder’s First IC stock certificate(s) for the merger consideration (including cash in lieu of any fractional MetroCity shares), and any dividends or distributions to which such holder is entitled to pursuant to the merger agreement.

Please do not send in your certificates until you receive these instructions.

Recommendation of the First IC Board of Directors (pages 38 and 51)

The First IC board of directors has unanimously determined that the merger agreement and the merger are advisable and in the best interests of First IC and its shareholders and, accordingly, unanimously recommends that First IC shareholders vote “FOR” the First IC merger proposal and “FOR” the First IC adjournment proposal. For the factors considered by the First IC board of directors in reaching its decision to adopt the merger agreement, see “The Merger — First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors” beginning on page 51. The First IC board of directors also unanimously recommends that First IC shareholders vote “FOR” the First IC director election proposal.

Opinion of First IC’s Financial Advisor (page 54 and Annex D)

Stephens Inc. (“Stephens”) acted as financial advisor to the First IC board of directors in connection with the merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the March 14, 2025 meeting at which the First IC board of directors considered the merger and the merger agreement, Stephens delivered to the First IC board of directors its oral opinion, which was subsequently confirmed in writing on March 14, 2025, to the effect that, as of such date, the merger consideration was fair to the holders of First IC common stock from a financial point of view. Stephens’s

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opinion speaks only as of the date of the opinion. The full text of Stephens’s opinion is attached as Annex D to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion.

Stephens’s opinion was for the information of, and was directed to, the First IC board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of First IC to engage in the merger or enter into the merger agreement, nor did Stephens’s opinion constitute a recommendation to the First IC board of directors in connection with the merger. Stephens’s opinion does not constitute a recommendation to any holder of First IC common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter. First IC shareholders are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

For more information, see “The Merger — Opinion of First IC’s Financial Advisor,” beginning on page 54 and the full text of Stephens’s opinion attached as Annex D to this proxy statement/prospectus.

First IC Shareholder Meeting (page 38)

First IC will hold the First IC shareholder meeting virtually on [•], 2025 at [•], local time. At the First IC shareholder meeting, First IC shareholders will be asked to consider and vote on the following matters:

•

the First IC merger proposal;

•

the First IC director election proposal; and

•

the First IC adjournment proposal.

Shareholder approval of the First IC merger proposal is required to complete the merger. First IC will transact no business other than as listed above at the First IC shareholder meeting, except for business properly brought before the First IC shareholder meeting or any adjournment(s) or postponement(s) thereof.

You can vote at the First IC shareholder meeting if you owned First IC common stock at the close of business on the record date of [•], 2025. As of the record date, there were [•] shares of First IC common stock entitled to receive notice of, and to vote at, the First IC shareholder meeting, and approximately [•]% of which were beneficially owned and entitled to be voted by First IC directors and executive officers and their affiliates. Each of First IC’s directors and executive officers who individually or jointly owns shares of First IC common stock, acting solely in his or her capacity as a shareholder, has agreed to vote all of his or her First IC common stock in favor of the First IC merger proposal.

Each share of First IC common stock as of the close of business on the record date is entitled to one vote on each matter presented to the shareholders at the First IC shareholder meeting. In order to approve the First IC merger proposal, the holders of at least a majority of the shares of First IC common stock outstanding and entitled to vote must vote in favor of the First IC merger proposal. For the First IC director election proposal, director nominees are elected if the votes cast for a director nominee exceeds the votes cast against such director nominee. Approval of the First IC adjournment proposal requires the affirmative vote of at least a majority of the shares of First IC common stock represented at the First IC shareholder meeting and entitled to vote on the First IC adjournment proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the First IC shareholder meeting virtually or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC merger proposal, it will have the same effect as a vote “AGAINST” the First IC merger proposal and will have no effect on the First IC director election proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the First IC adjournment proposal. If you fail to submit a proxy or to vote at the First IC shareholder meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC adjournment proposal, you will not be deemed to have cast a vote with respect to the First IC adjournment proposal and it will have no effect on the First IC adjournment proposal.

Even if you expect to attend the First IC shareholder meeting, First IC recommends that you promptly complete and return your proxy card in the enclosed return envelope.

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Interests of First IC Directors and Executive Officers in the Merger (see page 63)

First IC shareholders should be aware that First IC’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of First IC shareholders generally. These interests and arrangements may create potential conflicts of interest. First IC’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and in recommending that First IC shareholders vote in favor of the merger proposal.

These interests include:

•

cash payments to be made to three executive officers who have change in control severance agreements with First IC;

•

the accelerated vesting of equity awards issued to certain executive officers of First IC; and

•

the right to continued indemnification and directors’ and officers’ liability insurance coverage.

For a more complete description of these interests, see “The Merger — Interests of First IC Directors and Executive Officers in the Merger” and “The Merger Agreement — Indemnification and Directors’ and Officers’ Insurance.”

Board Composition and Management of MetroCity after the Merger (page 63)

There will be no changes to the directors or executive officers of MetroCity as a result of the merger. The members of the board of directors of MetroCity following the effective time will be the members of the board of directors of MetroCity immediately prior to the effective time. Immediately following the effective time, the executive officers of MetroCity will remain the same.

Regulatory Approvals Required for the Merger (page 69)

To complete the merger, the parties must receive the prior approval, or a waiver of the applicable approval requirements, of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve”), the Federal Deposit Insurance Corporation (which we refer to as the “FDIC”) and the Georgia Department of Banking and Finance (which we refer to as the “GA DBF”), The U.S. Department of Justice is also able to provide input into the approval process of federal banking agencies and will have between 15 and 30 days following any approval of a federal banking agency to challenge the approval on antitrust grounds. Although neither MetroCity nor First IC knows of any reason why the regulatory approvals cannot be obtained, MetroCity and First IC cannot be certain when or if they will be obtained, as the length of the review process may vary based on, among other things, requests by regulators for additional information or materials.

Conditions to Complete the Merger (page 86)

Currently, First IC and MetroCity expect to complete the merger in the fourth quarter of 2025 but, as more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger is subject to various closing conditions, including, among others:

•

the approval of the merger agreement by the requisite vote of First IC shareholder;

•

the receipt of all required regulatory approvals or waivers, including the approval or waiver from the Federal Reserve, and the approvals of the FDIC and the GA DBF, in each case without the imposition of a “Materially Burdensome Regulatory Condition” as defined in the merger agreement;

•

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

•

the effectiveness under the Securities Act of 1933, as amended, of the registration statement on Form S-4 of which this proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;

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•

the listing of the shares of MetroCity common stock issuable pursuant to the merger on Nasdaq, subject to official notice of issuance;

•

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

•

the performance in all material respects by each party of its obligations under the merger agreement;

•

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

•

each party’s receipt of a secretary’s certificate from its respective secretary or assistant secretary, dated as of the closing date of the merger;

•

the releases being executed by the directors and executive officers of First IC and First IC Bank and the director support agreements executed by certain directors of First IC and First IC Bank remaining in full force and effect; and

•

holders of no more than 10.0% of the outstanding First IC common stock, in the aggregate, have become and remain dissenting shares.

Neither First IC nor MetroCity can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party, or that the merger will be completed. For more information see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 86.

Termination of the Merger Agreement (page 87)

MetroCity and First IC may mutually agree at any time to terminate the merger agreement without completing the merger, even if First IC shareholders have approved the merger. Also, the merger agreement can be terminated in the following circumstances:

•

by either MetroCity or First IC if its board of directors determines by a majority vote that any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable, or an application seeking approval of the merger or bank merger has been withdrawn at the request of a governmental entity, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

•

by either MetroCity or First IC if the merger has not been completed on or before March 16, 2026 (unless one or more of the required regulatory approvals has not been received on or before March 16, 2026, in which case this deadline will be extended to May 15, 2026) (the “end date”), unless the failure of the merger to be completed by the end date is primarily due to a material breach of any provision in the merger agreement by the party seeking to terminate the merger agreement;

•

by either MetroCity or First IC (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement) if there is a breach of any of the representations or warranties set forth in the merger agreement on the part of First IC, in the case of a termination by MetroCity, or MetroCity, in the case of a termination by First IC, which either individually or in the aggregate (or failures of such representations or warranties to be true) would constitute, if occurring or continuing on the date the merger is completed, the failure of a closing condition of the terminating party and which is not cured within 30 calendar days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the end date);

•

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the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the end date);

•

by either MetroCity or First IC if the First IC shareholders fail to approve the merger agreement and any other matters required to be approved by the First IC shareholders in order to permit consummation of the transactions contemplated by the merger agreement;

•

by MetroCity if the First IC board of directors has failed to make, or changes its recommendation that its shareholders vote to approve the merger agreement, if the First IC board of directors has recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an acquisition transaction with any person other than MetroCity, or if First IC materially breaches its covenants related to non-solicitation or the calling of the First IC shareholder meeting to approve the merger agreement;

•

by First IC if prior to the approval of the merger agreement by the First IC shareholders, First IC receives, and the First IC board of directors approves, a proposal which constitutes or is reasonably likely to lead to a superior proposal (as defined elsewhere in this proxy statement/prospectus); and

•

Termination Fee (page 89)

If the merger agreement is terminated under certain circumstances, including circumstances involving an alternative acquisition proposal and changes in the recommendation of the First IC board of directors, First IC may be required to pay to MetroCity a termination fee equal to $8,239,563. This termination fee could discourage other companies from seeking to acquire or merge with First IC. For more information, see “The Merger Agreement — Termination Fee” beginning on page 89.

Expenses and Fees (page 89)

Each party will bear all of its respective expenses incurred in connection with the merger and the transactions contemplated by the merger agreement.

Amendment, Waiver and Extension of the Merger Agreement (page 89)

Prior to the effective time of the merger, any provision of the merger agreement may be (a) waived by the party benefited by the provision or (b) amended or modified by an agreement in writing among the parties, except that after the after approval of the merger agreement by the First IC shareholders, there may not be, without further approval of such shareholders, any amendment which by law requires the approval of the First IC shareholders.

Ancillary Agreements to the Merger Agreement (page 91 and Annexes B and C)

Voting Agreement

As a condition to MetroCity entering into the merger agreement, the directors and executive officers of First IC and First IC Bank who have voting power over shares of First IC common stock (which collectively constitute approximately [•]% of the outstanding shares of First IC common stock as of the record date) entered into a voting agreement in the form attached as Exhibit A to the merger agreement. The voting agreement requires, among other things, that the directors and executive officers party thereto vote all of their shares of First IC common stock in favor of approval of the merger agreement and the transactions contemplated thereby and against approval of any acquisition proposal or any other proposal made in opposition to or in competition with the voting agreement or the merger agreement and generally prohibits them from transferring their shares of First IC common stock prior to the termination of the First IC voting agreement. The voting agreement will terminate upon the earlier of (i) the effective time of the merger,

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(ii) the termination of the merger agreement in accordance with its terms, (iii) the amendment of the merger agreement in any manner that materially and adversely affects any of the rights of the First IC shareholders (including any reduction to the merger consideration not provided for in the merger agreement), or (iv) two (2) years from its execution date of March 16, 2025.

Director Support Agreements

In addition, as a condition to MetroCity entering into the merger agreement, each non-executive director of First IC and First IC Bank entered into a director support agreement with MetroCity in the form attached as Exhibit B to the merger agreement. Each of those agreements provides, among other things, that each such director agrees to use reasonable efforts to refrain from harming the goodwill of MetroCity, Metro City Bank, First IC or First IC Bank or any of their respective subsidiaries and their respective customer and client and relationships, during the term of the agreement. By entering into such support agreements, each director also agreed to certain additional restrictive covenants for a period of two (2) years after the effective time of the merger. If the merger agreement is terminated prior to the completion of the merger, the support agreement will also be terminated.

Releases

On the closing date of the merger, each director and executive officer of First IC and First IC Bank will execute a release in favor of First IC. Under the release, each such director and executive officer will release and discharge, effective upon the consummation of the merger, First IC and its subsidiaries, their respective directors and officers (in their capacities as such), and their respective successors and assigns (including MetroCity and Metro City Bank), from any and all liabilities or claims that the director and/or officer has or claims to have as of the effective time of the merger, with certain exceptions.

Dissenters’ Rights (page 67)

Under Georgia law, record holders of shares of First IC common stock have the right to demand in writing the payment in cash of the “fair value” of their shares as determined by an appraisal process. To exercise those rights of dissent and appraisal, a First IC shareholder must follow exactly the procedures specified under Georgia law. These procedures are summarized in this proxy statement/prospectus. In addition, the text of the applicable provisions of Georgia law is included as Annex E to this document. Failure to strictly comply with these provisions may result in the loss of dissenters’ rights of appraisal. The value determined in the appraisal process may be more or less than the value a First IC shareholder would receive in the merger under the terms of the merger agreement.

Pursuant to the merger agreement, MetroCity’s board of directors may terminate the merger agreement and abandon the merger if dissenters’ rights of appraisal are properly asserted with respect to more than 10% of the outstanding shares of First IC common stock.

Comparison of Shareholders’ Rights (page 131)

Although both MetroCity and First IC are Georgia corporations, the rights of First IC shareholders will change as a result of the merger due to differences in their respective governing documents. See “Comparison of Shareholders’ Rights” beginning on page 131 for a description of the material differences in shareholders’ rights under each of the MetroCity and First IC governing documents.

Accounting Treatment (page 94)

MetroCity will account for the merger as a business combination using the acquisition method of accounting for financial reporting purposes.

Material U.S. Federal Income Tax Consequences of the Merger (page 95)

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of MetroCity and First IC to complete the merger that each of MetroCity and First IC receives a tax opinion from its respective outside legal counsel, dated the

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closing date of the merger, to that effect. Based upon a qualification of the merger as a “reorganization” under the Code, First IC shareholders generally will not recognize gain or loss with respect to the merger consideration that they receive in the merger, except with respect to (i) the cash consideration they receive and (ii) any cash they receive in lieu of receiving a fractional share of MetroCity common stock. A First IC shareholder who receives solely cash will generally recognize gain or loss on the exchange in an amount equal to the difference between the per share cash consideration received and that holder’s adjusted tax basis in the shares of First IC common stock exchanged therefor (not to exceed the amount of cash consideration received in the merger). In addition, First IC shareholders may recognize gain or loss with respect to any cash received in lieu of fractional shares of MetroCity common stock.

The U.S. federal income tax consequences described above may not apply to all holders of First IC common stock. Your tax consequences will depend on your individual situation. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this proxy statement/prospectus. Accordingly, MetroCity and First IC strongly urge you to consult your own tax advisor for a full understanding of the particular tax consequences of the merger to you in light of your own circumstances.

Market Prices and Share Information

MetroCity common stock is listed on Nasdaq under the symbol “MCBS.” First IC’s common stock is quoted on the OTC Expert Market under the symbol “FIEB.” The following table sets forth the closing sale prices of MetroCity common stock as reported on Nasdaq on March 14, 2025, the last full trading day before the public announcement of the merger agreement, and on [•], 2025, the latest practicable trading date before the date of this proxy statement/prospectus, and corresponding implied value of per share merger consideration.

Date	Closing Price of MetroCity Common Stock			Stock Consideration(1)	Per Share Stock Consideration(2)	Implied Value of Per Share Stock Consideration(1)			Cash Consideration(3)			Per Share Cash Consideration(3)			Implied Value of Per Share Merger Consideration(3)
March 14, 2025(4)		$	27.78	3,384,588 shares	0.3732 shares		$	10.37		$	110,597,213		$	12.19		$	22.56
[•], 2025(5)		$	[•]	3,384,588 shares	0.3732 shares		$	[•]			110,597,213		$	12.19		$	[•]

(1)

(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

(3)

(4)

The last full trading day before public announcement of the merger agreement.

(5)

The latest practicable trading day before the date of this document.

Risk Factors (page 30)

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 30.

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UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of MetroCity and First IC and have been prepared to illustrate the financial effect of the merger of First IC with and into MetroCity. The following unaudited pro forma condensed combined financial statements combine the historical consolidated financial position and results of operations of MetroCity and its wholly owned subsidiary, Metro City Bank, and First IC and its wholly owned subsidiary, First IC Bank, as an acquisition by MetroCity of First IC using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of First IC will be recorded by MetroCity at their respective fair values as of the date the merger is completed.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

the accompanying notes to the unaudited condensed combined pro forma financial information;

•

the historical audited consolidated financial statements of MetroCity and the related notes included in MetroCity’s Annual Report on Form 10-K as of and for the year ended December 31, 2024 as filed with the SEC;

•

the historical audited consolidated financial statements of First IC and the related notes as of and for the year ended December 31, 2024 included elsewhere in this Form S-4;

•

the historical unaudited interim consolidated financial statements of MetroCity and the related notes included in MetroCity’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025 as filed with the SEC; and

•

the historical unaudited interim consolidated financial statements of First IC and the related notes as of and for the three months ended March 31, 2025 included elsewhere in this Form S-4.

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on March 31, 2025. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2025 and the year ended December 31, 2024 give effect to the transaction as if the transaction had become effective on January 1, 2024.

The pro forma financial statements are provided for informational purposes only. The pro forma financial statements are not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the transactions been completed as of the dates indicated or that may be achieved in the future. The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the pro forma financial statements.

These unaudited pro forma condensed combined financial statements reflect the merger of First IC with and into MetroCity based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma financial statements do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The results of operations of the combined company will be reported prospectively following completion of the merger. Under the acquisition method of accounting, the assets and liabilities of First IC, as of closing, will be recorded by MetroCity at their estimated fair values and any excess of the merger consideration over the fair value of First IC’s net assets will be allocated to goodwill, if applicable.

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METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(in thousands)

	As of March 31, 2025
	MetroCity			First IC			Adjustments			Footnotes		Unaudited Pro Forma
ASSETS:
Cash and cash equivalents		$	285,055		$	128,599		$	(111,965)		2(a)		$	301,689
Investment securities			33,866			32,476			—					66,342
Loans held for sale			34,532			3,773			—					38,305
Loans held for investment			3,132,535			1,040,500			(18,680)		2(b)			4,154,355
Allowance for credit losses			(18,592)			(12,037)			(109)		2(c)			(30,738)
Loans less allowance for credit losses			3,113,943			1,028,463			(18,789)					4,123,617
Premises and equipment, net			18,045			7,136			—					25,181
Foreclosed real estate, net			1,707			—			—					1,707
Goodwill			—			—			58,833		2(d)			58,833
Other intangible assets			—			—			18,241		2(e)			18,241
Net deferred tax asset			1,532			2,241			488		2(f)			4,261
Loan servicing assets			8,643			4,696			—					13,339
Bank owned life insurance			73,900			—			—					73,900
Interest rate derivatives			17,166			—			—					17,166
Other assets			71,336			18,891			—					90,227
Total assets		$	3,659,725		$	1,226,275		$	(53,192)				$	4,832,808
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Deposits		$	2,737,030		$	975,914		$	1,295		2(g)		$	3,714,239
Federal Home Loan Bank advances			425,000			85,000			—					510,000
Other liabilities			69,726			23,057			—					92,783
Shareholders’ common equity			427,969			142,304			(54,487)		2(h)			515,786
Total liabilities and shareholders’ equity		$	3,659,725		$	1,226,275		$	(53,192)				$	4,832,808

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METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(in thousands, except per share data)

	For the Year Ended December 31, 2024
	MetroCity			First IC			Adjustments			Footnotes		Unaudited Proforma
Interest and dividend income:
Loans, including fees		$	200,770		$	74,435		$	4,670		3(a)		$	279,875
Investment securites			546			882			686		3(b)			2,114
Federal funds sold, interest-bearing cash and other investments			11,597			8,611			(4,479)		3(c)			15,729
Total interest income			212,913			83,928			877					297,718
Interest expense:
Deposits			80,060			29,520			(1,295)		3(d)			108,285
Federal Home Loan Bank advances			14,707			2,538			—					17,245
Total interest expense			94,767			32,058			(1,295)					125,530
Net interest income (expense)			118,146			51,870			2,172					172,188
Provision for credit losses			516			400			8,502		3(e)			9,418
Net interest income (expense) after provision for loan losses			117,630			51,470			(6,330)					162,770
Noninterest income:
Service charges on deposit accounts			2,073			2,356			—					4,429
Other service charges, commissions and fees			6,848			570			—					7,418
Gain on sale of loans			4,859			3,807			—					8,666
Loan servicing income, net			6,691			2,320			—					9,011
Other income			2,592			221			—					2,813
Total noninterest income			23,063			9,274			—					32,337
Noninterest expense:
Salaries and employee benefits			33,207			15,039			—					48,246
Occupancy and equipment			5,524			3,653			—					9,177
Data processing			1,293			1,093			—					2,386
FDIC insurance premiums			1,715			812			—					2,527
Other expenses			11,640			7,447			1,828		3(f)			20,915
Total noninterest expense			53,379			28,044			1,828					83,251
Income before provision for income taxes			87,314			32,700			(8,158)					111,856
Provision for income taxes			22,810			8,000			(2,203)		3(g)			28,607
Net income		$	64,504		$	24,700		$	(5,955)				$	83,249
Basic Earnings Per Share		$	2.55		$	2.72							$	2.90
Diluted Earnings Per Share		$	2.52		$	2.70							$	2.87
Basic Average Shares			25,283,345			9,068,699			(5,685,741)		3(h)			28,666,303
Diluted Average Shares			25,582,121			9,154,577			(5,771,619)		3(h)			28,965,079

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METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(in thousands, except per share data)

	For the Three Months Ended March 31, 2025
	MetroCity			First IC			Adjustments			Footnotes		Unaudited Proforma
Interest and dividend income:
Loans, including fees		$	50,253		$	18,754		$	1,168		3(a)		$	70,175
Investment securites			117			227			172		3(b)			516
Federal funds sold, interest-bearing cash and other investments			2,149			1,278			(1,121)		3(c)			2,306
Total interest income			52,519			20,259			219					72,997
Interest expense:
Deposits			17,977			6,859			—					24,836
Federal Home Loan Bank advances			3,988			729			—					4,717
Total interest expense			21,965			7,588			—					29,553
Net interest income			30,554			12,671			219					43,444
Provision for credit losses			135			100			—					235
Net interest income after provision for loan losses			30,419			12,571			219					43,209
Noninterest income:
Service charges on deposit accounts			500			565			—					1,065
Other service charges, commissions and fees			1,596			142			—					1,738
Gain on sale of loans			1,057			508			—					1,565
Loan servicing income, net			1,531			391			—					1,922
Other income			772			33			—					805
Total noninterest income			5,456			1,639			—					7,095
Noninterest expense:
Salaries and employee benefits			8,493			3,835			—					12,328
Occupancy and equipment			1,417			920			—					2,337
Data processing			345			293			—					638
FDIC insurance premiums			390			137			—					527
Other expenses			3,154			1,796			457		3(f)			5,407
Total noninterest expense			13,799			6,981			457					21,237
Income before provision for income taxes			22,076			7,229			(238)					29,067
Provision for income taxes			5,779			1,860			(64)		3(g)			7,575
Net income		$	16,297		$	5,369		$	(174)				$	21,492
Basic Earnings Per Share		$	0.64		$	0.59							$	0.75
Diluted Earnings Per Share		$	0.63		$	0.59							$	0.74
Basic Average Shares			25,402,782			9,070,161			(5,687,203)		3(h)			28,785,740
Diluted Average Shares			25,707,989			9,154,575			(5,771,617)		3(h)			29,090,947

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Estimated Merger Costs

Estimated merger costs of $14.9 million (net of $4.0 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both MetroCity and First IC are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows.

(Dollars in thousands)
Change of control contracts	$	4,000
Severance and Retention payments		2,150
Vendor and system contracts terminations		2,000
Professional and legal fees		6,701
Other acquisition related expenses		4,050
Pre-tax merger costs		18,901
Taxes		(4,013)
Total merger costs	$	14,888

Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined balance sheet as of March 31, 2025, as follows:

(a)

Represents total cash consideration paid in conjunction with the merger.

(b)

Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the credit related adjustment for non-purchased credit-deteriorated (“non-PCD”) loans.

(c)

Adjustments to the allowance for credit losses include the following:

(Dollars in thousands)
Reversal of historical First IC’s allowance for credit losses	$	12,037
Increase in allowance for credit losses for gross-up of estimated credit losses for purchased credit-deteriorated (“PCD”) loans		(3,644)
Provision for estimated lifetime credit losses on non-PCD loans		(8,502)
	$	(109)

(d)

Adjustment to establish goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.

(e)

Adjustment to reflect approximately $18.2 million of core deposit intangibles at the preliminary estimated fair value.

(f)

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

(g)

Adjustment to reflect the estimate of fair value on time deposits.

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(h)

Adjustments to shareholders’ equity:

(Dollars in thousands)
To eliminate First IC’s shareholder’s equity	$	(142,304)
To reflect issuance of MetroCity common stock in merger		94,024
Adjustments to record provision for credit losses on non-PCD acquired loans, net of tax		(6,207)
	$	(54,487)

Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined income statements for the year ended December 31, 2024, and for the three months ended March 31, 2025, as follows:

(a)

Adjustment reflects the yield adjustment for interest income on loans.

(b)

Adjustment reflects the yield adjustment for interest income on investment securities

(c)

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

(d)

Adjustment reflects yield adjustment for interest expense on time deposits.

(e)

Adjustment to record provision for credit losses on non-PCD acquired loans.

(f)

Adjustment reflects the net increase in amortization of other intangible assets for the acquired core deposit intangible asset. The cost savings expected from the merger are not reflected in the adjustment amount for Other Expenses.

(g)

Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 27.0%.

(h)

Adjustment to weighted-average shares of MetroCity’s common stock outstanding to eliminate weighted-average shares of First IC common stock outstanding and to reflect the estimated number of shares of MetroCity’s common stock to be issued to holders of First IC common stock using an exchange ratio of 0.3732.

Note 4. Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation

Estimated Merger Consideration

The total preliminary merger consideration is calculated as follows:

(Dollars in thousands)	March 31, 2025
Total preliminary estimated fair value of MetroCity common stock to be issued per merger agreement(1)		$	94,024
Estimated cash consideration paid per merger agreement			111,965
Total estimated merger consideration		$	205,989

(1)

Represents the estimated fair value of 3,384,588 shares of MetroCity common stock to be issued to First IC shareholders pursuant to the merger agreement. This estimate is based on the number of eligible shares of First IC common stock as of March 31, 2025 at a 0.3732 exchange ratio and MetroCity’s closing stock price of $27.78 as of March 14, 2025, the last trading day before the public announcement of the merger agreement.

The total estimated merger consideration could significantly differ from the amounts presented in the unaudited pro forma financial statements due to fluctuations in MetroCity’s common stock price up to the effective date.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER COMMON SHARE DATA

The historical per share data for MetroCity common stock and First IC common stock below has been derived from the unaudited interim consolidated financial statements of each of MetroCity and First IC as of and for the three months ended March 31, 2025 and the audited consolidated financial statements of each of MetroCity and First IC as of and for the year ended December 31, 2024, which, with respect to MetroCity, is incorporated by reference herein, or with respect to First IC, is included with this proxy statement/prospectus.

The unaudited pro forma combined per share data set forth below gives effect to the merger as if it had occurred on January 1, 2024, the beginning of the earliest period presented, in the case of continuing net income per share data, and as of March 31, 2025, in the case of book value per share data, assuming that each outstanding share of First IC common stock had been converted into shares of MetroCity common stock based on the exchange ratio of 0.3732 shares of MetroCity common stock for each share of First IC common stock. The unaudited pro forma combined per share data has been derived from the unaudited interim consolidated financial statements for each of MetroCity and First IC as of and for three months ended March 31, 2025 and the audited consolidated financial statements of each of MetroCity and First IC as of and for the year ended December 31, 2024.

The unaudited pro forma combined per share data has been derived using the acquisition method of accounting. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information. Accordingly, the pro forma adjustments reflect the assets and liabilities of First IC at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth below.

The unaudited pro forma combined per share data does not purport to represent the actual results of operations that the combined company would have achieved had the merger been completed during these periods or to project the future results of operations that the combined company may achieve after the merger. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. The unaudited pro forma combined per share equivalent data set forth below shows the effect of the merger from the perspective of an owner of First IC common stock.

	MetroCity Historical			First IC Historical			Pro forma Combined			Equivalent Pro forma of First IC(1)
Net Income per Share
Three months ended March 31, 2025
Basic		$	0.64		$	0.59		$	0.75		$	0.28
Diluted		$	0.63		$	0.59		$	0.74		$	0.28
Year ended December 31, 2024
Basic		$	2.55		$	2.72		$	2.90		$	1.08
Diluted		$	2.52		$	2.70		$	2.87		$	1.07
Cash Dividends per Share(2)
Three months ended March 31, 2025		$	0.23			—		$	0.30		$	0.11
Year ended December 31, 2024		$	0.83		$	1.00		$	0.95		$	0.35
Book Value per Share
At March 31, 2025		$	16.85		$	15.69		$	17.92		$	6.69

(1)

The equivalent pro forma per share amounts of First IC were calculated based on pro forma combined amounts multiplied by the 0.3732 exchange ratio calculated as of the date hereof and based on 9,070,161 shares of First IC common stock issued and outstanding as of the date hereof. The exchange ratio is subject to certain adjustments as provided for in the merger agreement.

(2)

Pro forma combined cash dividends declared are based upon MetroCity’s historical dividend payout ratios.

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•

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

•

the inability to complete the merger contemplated by the merger agreement due to the failure to satisfy conditions necessary to close the merger, including the receipt of the requisite approval of First IC shareholders;

•

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

•

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

•

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

•

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

•

MetroCity’s ability to achieve the synergies and value creation contemplated by the proposed merger with First IC;

•

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

•

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

•

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

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•

the outcome of any legal proceedings that may be instituted against MetroCity or First IC or their respective boards of directors;

•

general economic conditions, either globally, nationally, or in the specific markets in which MetroCity or First IC operate;

•

limitations placed on the ability of MetroCity and First IC to operate their respective businesses by the merger agreement;

•

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

•

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

•

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

•

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

•

the dilution caused by MetroCity’s issuance of additional shares of its common stock in the merger or related to the merger;

•

risks related to the integration of any acquired businesses, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, risks related to entering a new geographic market, the time and costs associated with integrating systems, technology platforms, procedures and personnel, the ability to retain key employees and maintain relationships with significant customers, the need for additional capital to finance such transactions, and possible failures in realizing the anticipated benefits from acquisitions;

•

general economic and business conditions in MetroCity’s and First IC’s local markets, including conditions affecting employment levels, interest rates, inflation, the threat of recession, volatile equity capital markets, property and casualty insurance costs, collateral values, customer income, creditworthiness and confidence, spending and savings that may affect customer bankruptcies, defaults, charge-offs and deposit activity; and the impact of the foregoing on customer and client behavior (including the velocity and levels of deposit withdrawals and loan repayment);

•

changes in the interest rate environment (including changes to the federal funds rate and the impact on, the level and composition of deposits (as well as the cost of, and competition for, deposits), loan demand, liquidity and the values of loan collateral, securities and market fluctuations, and interest rate sensitive assets and liabilities), and competition in MetroCity’s and First IC’s markets may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;

•

the ability to comply with applicable capital and liquidity requirements, including the ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets;

•

the risk that a future economic downturn and contraction could have a material adverse effect on MetroCity’s and First IC’s capital, financial condition, credit quality, results of operations and future growth, including the risk that the strength of the current economic environment could be weakened by the continued impact of elevated or rising interest rates and inflation;

•

factors that can impact the performance of MetroCity’s and First IC’s respective loan portfolios, including real estate values and liquidity in primary market areas, the financial health of borrowers and the success of various projects that MetroCity and First IC finance;

•

the impact of prolonged elevated interest rates;

•

the ability to successfully manage credit risk and the sufficiency of the allowance for credit losses (“ACL”);

•

the institution and outcome of litigation and other legal proceedings against us or to which we may become subject to and the potential effect on our reputation;

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•

the impact of recent and future legislative and regulatory changes;

•

uncertainties surrounding geopolitical events, trade policy, taxation policy, and monetary policy which continue to impact the outlook for future economic growth, including U.S. imposition of tariffs against Mexico, Canada, and China and consideration of responsive actions by these nations or the expansion of import fees and tariffs among a larger group of nations, which is bringing greater ambiguity to the outlook for future economic growth;

•

the potential implementation of a regulatory reform agenda under the new presidential administration that is significantly different than that of the prior administration, impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;

•

the ability to identify and address cyber-security risks, fraud and systems errors, including the impact on reputation and the costs and effects required to address such risks, fraud and systems errors;

•

the effects of war or other conflicts, civil unrest, acts of terrorism, acts of God, natural disasters, health emergencies, epidemics or pandemics, climate changes, or other catastrophic events that may affect general economic conditions or cause other disruptions and/or increase costs, including, but not limited to, property and casualty and other insurance cost;

•

risks related to diversity, equity and inclusion (“DEI”) and environmental, social and governance (“ESG”) strategies and initiatives, the scope and pace of which could alter MetroCity’s or First IC’s reputation and shareholder, associate, customer and third-party affiliations or result in litigation in connection with anti-DEI and anti-ESG laws, rules or activism; and

•

other risks and uncertainties identified in this proxy statement/prospectus under the heading “Risk Factors” and detailed from time to time in MetroCity’s SEC filings including, without limitation, in MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 10, 2025, and in any updates to those risk factors in MetroCity’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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

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RISK FACTORS

An investment in MetroCity common stock in connection with the merger involves risks. In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the risk factors included in MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, you should carefully consider the following risk factors in deciding whether to vote to approve the merger agreement. You should keep these risk factors in mind when you read forward-looking statements in this document and in the documents incorporated by reference into this document. Please refer to the section of this proxy statement/prospectus titled “Special Cautionary Note Regarding Forward-Looking Statements.” You should also consider the other information in this document and the other documents incorporated by reference into this document. Please see the sections entitled “Additional Information” in the forepart of this document and “Where You Can Find More Information” beginning on page 142.

Because the market price of MetroCity common stock will fluctuate, First IC shareholders cannot be certain of the precise value of the merger consideration they will be entitled to receive.

Pursuant to the merger agreement, all of the outstanding shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity or dissenting shares, will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, and (ii) 3,384,588 shares of MetroCity common stock. Both the cash consideration and the stock consideration are subject to adjustment as provided in the merger agreement. With respect to the cash consideration, it will be reduced by the amount of cash paid to the option holders pursuant to the merger agreement. Moreover, First IC is permitted an expense allowance for certain transaction costs incurred in connection with the merger in an amount not to exceed $12,500,000 on a pre-tax basis. In the event that First IC’s transaction costs exceed $12,500,000 as of the close of business on the third (3rd) business day preceding the closing date of the merger, then the cash consideration will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the transaction costs and $12,500,000.

The market value of MetroCity common stock may vary from the market value on the date MetroCity and First IC announced the merger, on the date that this proxy statement/prospectus is mailed, on the date of the First IC shareholder meeting and on the date the merger is completed and thereafter due to fluctuations in the market price of MetroCity common stock. Any fluctuation in the market price of MetroCity common stock after the date of this proxy statement/prospectus will change the value of the shares of MetroCity common stock that First IC shareholders will receive as part of the stock consideration. With respect to the stock consideration, if (i) the average closing price of MetroCity common stock is less than 80% of the average initial price of MetroCity common stock and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. However, upon receipt of such notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing either (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price).

Stock price changes may result from a variety of factors that are beyond the control of MetroCity and First IC, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the First IC shareholder meeting, First IC shareholders will not know the precise market value of the merger consideration they may receive at the effective time of the merger. First IC shareholders should obtain current sale prices for shares of MetroCity common stock before voting their shares at the First IC shareholder meeting.

Because the merger agreement allows for adjustments to the merger consideration, the merger consideration First IC shareholders will receive in the merger may be materially diminished.

The merger agreement calls for the merger consideration payable to First IC shareholders in the merger to be reduced if First IC’s transaction costs exceed $12,500,000 as of the close of business on the third (3rd) business day preceding the closing date of the merger. Management of First IC, using information available

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to it prior to the execution of the merger agreement, believed that First IC would be able to keep its transaction expenses below the $12,500,000 threshold. However, the calculation of transaction expenses pursuant to the merger agreement involves a number of factors, including, but not limited to, professional fees related to the merger, contract termination fees, compensatory payments, and other accounting adjustments that may be necessary. Due to the complexity of the determination of transaction expenses and the uncertainty of the transaction costs prior to closing of the merger, there is no assurance that First IC shareholders will receive the merger consideration as contemplated by the merger agreement. Moreover, there is no requirement that First IC re-solicit shareholder approval if the aggregate merger consideration is reduced, and there is no limit on the amount by which it may be reduced. By approving the merger agreement, First IC shareholders are approving the completion of the merger with any downward adjustment in the merger consideration to be paid to First IC shareholders consistent with the terms of the merger agreement.

Because First IC common stock is quoted on the OTC Expert Market, it is difficult to determine how the fair value of First IC common stock compares with the merger consideration.

First IC common stock is quoted on the OTC Expert Market. First IC’s common stock has traded only sporadically and in limited volume. Quotations on the OTC Expert Market reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions, and do not necessarily reflect the intrinsic or market values of the common stock.

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

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

•

the approval of the merger agreement by the requisite vote of First IC shareholders;

•

the receipt of all required regulatory approvals or waiver, including the approval or waiver from the Federal Reserve and the approvals of the FDIC and the GA DBF, in each case without the imposition of a “Materially Burdensome Regulatory Condition” as defined in the merger agreement;

•

effectiveness under the Securities Act of 1933, as amended, of the registration statement on Form S-4 of which this proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;

•

the listing of the shares of MetroCity common stock issuable pursuant to the merger on Nasdaq, subject to official notice of issuance;

•

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

•

the performance in all material respects by each party of its obligations under the merger agreement;

•

receipt by such party of an opinion from its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code;

•

holders of no more than 10.0% of the outstanding First IC common stock, in the aggregate, have become and remain dissenting shares.

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As a result, the merger may not close as scheduled or at all. In addition, either MetroCity or First IC may terminate the merger agreement under certain circumstances. For additional information regarding the conditions to the merger, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 86.

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

Before the transactions contemplated by the merger agreement may be completed, various approvals or consents must be obtained from various federal and state governmental entities. These governmental entities may impose conditions on the completion of the merger or require changes to the terms of the merger. Although MetroCity and First IC do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of MetroCity following the merger, any of which might have a material adverse effect on MetroCity following the merger. MetroCity is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose certain burdensome conditions on MetroCity or First IC, as described more fully in “The Merger — Regulatory Approvals Required for the Merger” beginning on page 69.

First IC’s executive officers and directors have interests in the merger in addition to or different from the interests that they share with you as a First IC shareholder.

Some of First IC’s executive officers participated in negotiations of the merger agreement with MetroCity, and the First IC board of directors approved the merger agreement and is recommending that First IC shareholders vote to approve the merger agreement. In considering these facts and the other information included in or incorporated by reference into this proxy statement/prospectus, you should be aware that certain of First IC’s executive officers and directors have economic interests in the merger that are different from or in addition to the interests that they share with you as a First IC shareholder. These interests include, as a result of the merger, payments under existing change-in-control severance agreements with First IC for certain executive officers, the accelerated vesting of equity awards issued to certain executive officers of First IC, and rights to continued indemnification and insurance coverage under the merger agreement. These interests and arrangements may create potential conflicts of interest and may influence or may have influenced the directors and executive officers of First IC to support or approve the merger and the merger agreement. For further discussion of the interests of First IC’s directors and officers in the merger, see “The Merger — Interests of First IC’s Directors and Executive Officers in the Merger” beginning on page 63.

The fairness opinion delivered by First IC’s financial advisor to the First IC board of directors will not reflect changes in circumstances between the date of such opinion and the completion of the merger.

Stephens, First IC’s financial advisor, delivered its fairness opinion to the First IC board of directors on March 14, 2025 that, as of such date, the consideration to be received by the common stockholders of First IC (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion. Such opinion has not been updated as of the date of this proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of MetroCity and First IC, general market and economic conditions and other factors that may be beyond the control of MetroCity and First IC may alter the value of MetroCity or First IC or the prices of shares of MetroCity common stock or First IC common stock by the time the merger is completed. The opinion does not speak as of the time the merger is completed or as of any date other than the date of the opinion, nor does it contemplate any adjustments to the merger consideration. Management of First IC is not aware of any material changes in First IC’s operations or performance since the delivery of the Stephens fairness opinion or that are anticipated to occur before the First IC shareholder meeting takes place or before the merger is completed. A copy of the opinion is included as Annex D to this proxy statement/prospectus. For a description of the opinion that First IC received from its financial advisor, please refer to “The Merger — Opinion of First IC’s Financial Advisor” beginning on page 54.

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The merger agreement contains provisions granting both MetroCity and First IC the right to terminate the merger agreement in certain circumstances.

The merger agreement contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the merger agreement if the merger is not completed on or prior to March 16, 2026 (unless one or more of the required regulatory approvals has not been received on or before March 16, 2026, in which case this deadline will be extended to May 15, 2026, or such later date approved in writing by MetroCity and First IC, unless the failure to complete the merger by that time is caused by or results from the failure of the party that seeks to terminate the merger agreement to fulfill any material obligation under the merger agreement) and the right of First IC to terminate the merger agreement, subject to certain conditions, to accept a business combination transaction deemed to be superior to the merger by the First IC board of directors. If the merger is not completed, the ongoing business of First IC could be adversely affected and First IC will be subject to several risks, including the risks described elsewhere in this “Risk Factors” section. In addition, First IC may provide MetroCity with notice of its intention to terminate the merger agreement as a result of certain changes in the trading price of MetroCity common stock relative to the price of KBW Regional Bank Index; however, MetroCity has the option to adjust the merger consideration to prevent such a termination of the merger agreement. See “The Merger Agreement — Termination of the Merger Agreement” beginning on page 87.

Termination of the merger agreement could negatively impact First IC and MetroCity.

If the merger agreement is terminated before closing, there may be various consequences. For example, First IC’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Also, First IC will have incurred substantial expenses in connection with the proposed merger without realizing the benefits of the merger. If the merger agreement is terminated and the First IC board of directors seeks another merger or business combination, First IC shareholders cannot be certain that First IC will be able to find a party willing to pay the equivalent or greater consideration than that which MetroCity has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, First IC may be required to pay MetroCity a termination fee. See “The Merger Agreement — Effect of Termination” beginning on page 88.

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

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

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

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The termination fees and the restrictions on third party acquisition proposals set forth in the merger agreement may discourage others from trying to acquire First IC and limit First IC’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that limit First IC’s ability to solicit, initiate, encourage or take any actions to facilitate competing third-party proposals to acquire all or substantially all of First IC, subject to certain exceptions relating to the exercise of fiduciary duties by the First IC board of directors. These provisions, which include a $8,239,563 termination fee payable under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of First IC from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire First IC than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.

MetroCity and First IC will be subject to business uncertainties and First IC will be subject to contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on MetroCity and First IC. These uncertainties may impair the ability of MetroCity or First IC to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with MetroCity or First IC to seek to change existing business relationships. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of First IC may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If any key employees of MetroCity or First IC depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the surviving corporation, First IC’s business prior to the merger closing and MetroCity’s business after the merger closes could be harmed. In addition, subject to certain exceptions, First IC has agreed to operate its business in the ordinary course, and to comply with certain other operational restrictions, prior to closing the merger. See “The Merger Agreement — Covenants and Agreements — Conduct of Business Prior to the Completion of the Merger” beginning on page 78 for a description of the restrictive covenants applicable to First IC.

The merger with First IC may distract MetroCity’s management from its other responsibilities.

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

The combined company may be unable to retain MetroCity and/or First IC personnel successfully after the merger is completed.

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

MetroCity and First IC may waive one or more of the conditions to the merger without re-soliciting shareholder approval for the merger.

Each of the conditions to the obligations of MetroCity and First IC to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of MetroCity and First

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IC, if the condition is a condition to both parties’ obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. Similarly, MetroCity may agree to certain modifications to the items included in the calculation of the First IC’s transaction expense allowance. The board of directors of First IC may evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies are necessary. First IC, however, generally does not expect any such waiver to be significant enough to require re-solicitation of shareholders. If any such waiver is not determined to be significant enough to require re-solicitation of shareholders, First IC will have the discretion to complete the merger without seeking further shareholder approval.

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

First IC shareholders will have a much smaller percentage ownership interest and effective voting power in MetroCity compared to their ownership interest and voting power in First IC prior to the merger. Consequently, First IC shareholders will have significantly less influence on the management and policies of MetroCity after the merger than they currently have on the management and policies of First IC. If the merger is consummated, current First IC shareholders will own approximately 11.8% of the combined company. Accordingly, former First IC shareholders will own less than the outstanding voting stock of the combined company than current MetroCity shareholders and would, as a result, be outvoted by current MetroCity shareholders if such current MetroCity shareholders voted together as a group.

Future capital needs could result in dilution of shareholder investment.

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

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

Upon completion of the merger, the rights of former First IC shareholders will be governed by the Restated Articles of Incorporation (the “Restated Articles of Incorporation”) and Amended and Restated Bylaws of MetroCity (the “Restated Bylaws”). Accordingly, certain rights associated with First IC common stock may differ from the rights associated with MetroCity common stock. See “Comparison of Shareholders’ Rights” beginning on page 131 for a discussion of the different rights associated with MetroCity common stock.

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

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

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

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

The unaudited pro forma condensed combined financial statements in this proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what MetroCity’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had they been completed on the dates indicated. Such unaudited pro forma condensed combined financial statements are based upon preliminary estimates to record the First IC identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the identifiable assets and identifiable liabilities of First IC as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section of this proxy statement/prospectus entitled “UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION” beginning on page 19.

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

The results of operations of the combined company, as well as the market price of shares of the common stock of the combined company after the merger, may be affected by factors in addition to those currently affecting MetroCity’s or First IC’s results of operations and the market prices of shares of MetroCity common stock. Accordingly, the historical financial results of MetroCity and First IC and the historical market prices of shares of MetroCity common stock may not be indicative of these matters for the combined company after the merger. For a discussion of the business of MetroCity and of certain factors to consider in connection with that business, see the documents incorporated by reference by MetroCity into this proxy statement/prospectus referred to under “Where You Can Find More Information” beginning on page 142.

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

The market price of the combined company’s common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger or if the effect of the merger on the combined company’s financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the merger, First IC shareholders will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities.

Current MetroCity and First IC shareholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company. Shares of MetroCity common stock that are issued in the merger will be freely tradable without restrictions or further registration under the Securities Act, except that shares of MetroCity common stock received by persons who are or become affiliates of MetroCity for purposes of Rule 144 under the Securities Act, if any, may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. If the merger is completed and if former First IC shareholders sell substantial amounts of MetroCity common stock in the public market, the market price of MetroCity common stock may decrease. These sales might also make it more difficult for MetroCity to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

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

Each of MetroCity and First IC intends and expects the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligation of each of MetroCity and First IC to complete the merger is conditioned upon the receipt, by each company, of a U.S. federal income tax opinion to that effect from MetroCity’s and First IC’s respective tax counsels. Neither MetroCity nor First IC intends to waive this opinion condition to its obligation to consummate the merger. Each tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the Internal Revenue Service (“IRS”) or the courts.

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If the merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then the exchange of First IC common stock pursuant to the merger would be a taxable transaction, regardless of the form of consideration received in exchange for such First IC shares. To the extent that a shareholder of First IC receives solely cash consideration, the tax consequences will not be different in a taxable transaction. Each First IC shareholder that receives solely cash consideration will recognize gain or loss on the exchange in an amount equal to the difference between the cash consideration received and that holder’s adjusted tax basis in the shares of First IC shares exchanged therefor. However, shareholders of First IC who are entitled to receive only stock consideration, or who are entitled to receive a combination of cash consideration and stock consideration, would be responsible for additional U.S. income taxes related to the merger. In such event, each such First IC shareholder would recognize a gain or loss equal to the difference between (i) the sum of the fair market value of MetroCity common stock and the amount of cash consideration received by such holder in the merger and (ii) such holder’s adjusted tax basis in the First IC shares exchanged therefor. The consequences of the merger to any particular shareholder will depend on that shareholder’s individual situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

First IC or MetroCity or both may be subject to claims and litigation pertaining to the merger that could prevent or delay the completion of the merger.

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

Risks Related to MetroCity’s Business

You should read and consider risk factors specific to MetroCity’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 142 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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FIRST IC SHAREHOLDER MEETING

Date, Time and Place of the First IC shareholder meeting

The First IC shareholder meeting is scheduled to be held virtually at [•], local time, on [•], 2025. We ask that you participate virtually in the First IC shareholder meeting through logging onto [•] at least fifteen (15) minutes prior to the start of the First IC shareholder meeting. Logging on to the First IC shareholder meeting through [•] is the only way shareholders may participate by voting and asking questions at the First IC shareholder meeting.

Purpose of the First IC shareholder meeting

At the First IC shareholder meeting, First IC shareholders will be asked to consider and vote on the following proposals:

•

the First IC merger proposal;

•

the First IC director election proposal; and

•

the First IC adjournment proposal.

Completion of the merger is conditioned on, among other things, First IC shareholder approval of the First IC merger proposal. First IC will transact no business other than as listed above at the First IC shareholder meeting, except for business properly brought before the First IC shareholder meeting or any adjournment(s) or postponement(s) thereof.

Recommendation of the First IC Board of Directors

Based on First IC’s reasons for the merger described in the section of this proxy statement/prospectus entitled “The Merger — First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors” beginning on page 51, the First IC board of directors has unanimously determined that the merger agreement and the merger are advisable to First IC and its shareholders and, accordingly, unanimously recommends that First IC shareholders vote “FOR” the First IC merger proposal and “FOR” the First IC adjournment proposal.

The First IC board of directors also unanimously recommends that First IC shareholders vote “FOR” the First IC director election proposal.

Record Date; Shares Entitled to Vote

The First IC board of directors has fixed the close of business on [•], 2025 as the record date for the First IC shareholder meeting, which is the date for determining the holders of First IC common stock entitled to receive notice of and to vote at the First IC shareholder meeting. You are entitled to vote if the records of First IC show that you held shares of First IC common stock as of the close of business on the record date. Beneficial owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, [•] shares of First IC common stock were outstanding and entitled to notice of, and to vote at, the First IC shareholder meeting or any adjournment(s) or postponement(s) thereof. Each share of common stock has one vote on each matter presented to shareholders. If you are a beneficial owner of shares of First IC common stock held in “street name” and you want to vote your shares virtually, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

We will have a quorum and will be able to conduct the business of the First IC shareholder meeting only if a majority of the outstanding shares of First IC common stock entitled to vote is represented virtually or by proxy at the First IC shareholder meeting. If you return a valid proxy card or attend the meeting virtually, your shares will be counted for determining whether there is a quorum at the First IC shareholder meeting, even if you abstain from voting. Broker non-votes, if any, will not be included in determining whether a quorum exists. A broker non-vote occurs when a broker, bank or other nominee

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holding shares of First IC common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

First IC merger proposal:

•

Vote required: Approval of the First IC merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of First IC common stock entitled to vote at the First IC shareholder meeting. Approval of the First IC merger proposal is a condition to the completion of the proposed merger.

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote virtually at the First IC shareholder meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC merger proposal, such action will have the same effect as a vote “AGAINST” the First IC merger proposal.

First IC director election proposal:

•

Vote required: Director nominees are elected if the votes cast for a director nominee exceeds the votes cast against such director nominee.

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Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the First IC shareholder meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC director election proposal, you will not be deemed to have cast a vote with respect to the First IC director election proposal and it will have no effect on the First IC director election proposal.

First IC adjournment proposal:

•

Vote required: Approval of the First IC adjournment proposal requires the affirmative vote of at least a majority of the shares of First IC common stock represented at the First IC shareholder meeting and entitled to vote on the First IC adjournment proposal.

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “Against” the First IC adjournment proposal. If you fail to submit a proxy or to vote at the First IC shareholder meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the First IC adjournment proposal, you will not be deemed to have cast a vote with respect to the First IC adjournment proposal and it will have no effect on the First IC adjournment proposal.

First IC Voting Agreements

As of the close of business on the record date of [•], 2025, the directors and executive officers of First IC individually or jointly owned an aggregate of [•] shares of First IC common stock. This equals approximately [•]% of the outstanding shares of First IC common stock. As a condition to MetroCity entering into the merger agreement, all of First IC’s directors and executive officers entered into voting agreements with MetroCity pursuant to which they agreed, among other things, to vote these shares of First IC common stock in favor of the First IC merger proposal. As of the same date, neither MetroCity nor any its subsidiaries, directors or executive officers owned any shares of First IC common stock. For more information about the First IC voting agreements, see “Ancillary Agreements to the Merger Agreement — Voting Agreements,” beginning on page 91.

Voting of Proxies

You may vote virtually at the First IC shareholder meeting or by proxy. To ensure your representation at the First IC shareholder meeting, First IC recommends that you vote by proxy even if you plan to virtually attend the First IC shareholder meeting. You can always change your vote at the First IC shareholder meeting.

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First IC shareholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank, or other nominee to vote their shares. If your shares are held in “street name” and you wish to ask a question and/or vote at the First IC shareholder meeting, then you must register in advance in order to attend the First IC shareholder meeting virtually and obtain a “legal proxy” from your record holder entitling you to vote at the First IC shareholder meeting. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your holdings of shares of First IC common stock, along with your name. Please forward a copy of the legal proxy, along with your email address, to First IC. Requests for registration should be directed to Edward Briscoe, Chief Financial Officer, either by email to ed.briscoe@firsticbank.com (forwarding the email from your broker or attaching an image of your legal proxy) or by mail to First IC, 5593 Buford Highway, Doraville, Georgia 30340. Requests for registration must be labeled as “Legal Proxy” and be received by First IC no later than 5:00 p.m., EDT, on [•], 2025. You will receive a confirmation of your registration by email after First IC receives your registration materials.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. If you are the record holder of your shares of First IC common stock and submit your proxy without specifying a voting instruction, your shares of First IC common stock will be voted “FOR” the First IC merger proposal, “FOR” the First IC director election proposal and “FOR” the First IC adjournment proposal. If you return an incomplete instruction card to your broker, bank or other nominee, that nominee will not vote your shares with respect to any matter.

How to Revoke Your Proxy

You may revoke your proxy at any time before it is voted by:

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filing with the Chief Financial Officer of First IC a duly executed revocation of proxy prior to the First IC shareholder meeting;

•

submitting a new properly completed and executed proxy in writing with a later date that is received prior to the First IC shareholder meeting; or

•

attending the First IC shareholder meeting virtually and notifying the election officials that you wish to revoke your proxy and vote virtually at the First IC shareholder meeting. See “Attending the First IC shareholder meeting,” below, for more information on how First IC shareholders may vote virtually at the First IC shareholder meeting.

Attendance at the First IC shareholder meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

First IC Corporation
Attention: Edward L. Briscoe, Chief Financial Officer
5593 Buford Highway
Doraville, Georgia 30340

Attending the First IC shareholder meeting

The First IC shareholder meeting is scheduled to be held virtually at [•], local time, on [•], 2025. All First IC shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the First IC shareholder meeting.

Shareholders may participate in the First IC shareholder meeting virtually through logging onto [•].

Shareholders will be provided the opportunity to ask questions and vote on matters submitted to shareholders. Shareholders who wish to vote and ask questions during the First IC shareholder meeting must be a registered shareholder or a beneficial owner who has registered in advance with First IC. Those that are not shareholders of record or beneficial owners who have registered in advance with First IC may attend as guests of the First IC shareholder meeting, but they will not have the option to vote their shares or ask questions during the First IC shareholder meeting.

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Those planning to attend and participate in the First IC shareholder meeting virtually should log onto [•] at least fifteen (15) minutes prior to the start of the First IC shareholder meeting.

Whether or not you plan to attend the First IC shareholder meeting, First IC requests that you complete, sign, date, and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. This will not prevent you from voting virtually at the First IC shareholder meeting but will assure that your vote is counted if you are unable to attend.

Registration for Beneficial Owners. If your shares are held in “street name” (i.e., you hold your shares through an intermediary, such as in a stock brokerage account or by a bank or other nominee), and you would like to ask a question and/or vote your shares at the First IC shareholder meeting then you must register in advance in order to attend the First IC shareholder meeting virtually. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your holdings of shares of First IC common stock, along with your name. Please forward a copy of the legal proxy, along with your email address, to First IC. Requests for registration should be directed to Edward Briscoe, Chief Financial Officer, either by email to ed.briscoe@firsticbank.com (forwarding the email from your broker or attaching an image of your legal proxy) or by mail to First IC, 5593 Buford Highway, Doraville, Georgia 30340.

Requests for registration must be labeled as “Legal Proxy” and be received by First IC no later than 5:00 p.m., EDT, on [•], 2025. You will receive a confirmation of your registration by email after First IC receives your registration materials.

Proxy Solicitation

First IC is soliciting your proxy and will pay for this proxy solicitation. Additionally, directors, officers and employees of First IC and First IC Bank may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. First IC will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Dissenters’ Rights of Appraisal

First IC shareholders are entitled to assert dissenters’ rights with respect to the merger proposal. These dissenters’ rights are conditioned on strict compliance with the requirements of Article 13 of the Georgia Business Corporation Code, or GBCC. Please see “The Merger — Dissenters’ Rights,” beginning on page 67, and the full text of Article 13 of the GBCC, which is reproduced in full in Annex E to this proxy statement/prospectus, for additional information.

Stock Certificates

You should not send in any certificates representing First IC common stock at this time. If the merger is approved, you will receive separate instructions for the exchange of your certificates representing First IC common stock. For more information regarding these instructions, please see the section in this document titled “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page 73 of this proxy statement/prospectus.

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PROPOSAL NO. 1

FIRST IC MERGER PROPOSAL

At the First IC shareholder meeting, First IC shareholders will be asked to consider and vote on the First IC merger proposal. Holders of First IC common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. Details about the merger, including each party’s reasons for the merger, the effect of approval of the merger agreement and the timing of effectiveness of the merger, are discussed in the section entitled “The Merger” beginning on page 44 of this proxy statement/prospectus.

Approval of the First IC merger proposal requires the presence of a quorum and the affirmative vote of the holders of at least a majority of the outstanding shares of First IC common stock entitled to vote at the First IC shareholder meeting.

The First IC board of directors unanimously recommends that First IC shareholders vote “FOR” approval of the First IC merger proposal.

PROPOSAL NO. 2

FIRST IC DIRECTOR ELECTION PROPOSAL

At the First IC shareholder meeting, six (6) candidates nominated as directors herein are to be elected to serve until First IC’s 2026 annual meeting of shareholders, and thereafter until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. Unless authority is withheld, it is intended that all shares of First IC common stock represented by proxies in the form accompanying this proxy statement will be voted “FOR” the six (6) nominees named below. Further, if you submit a properly executed proxy card without providing voting instructions, your votes will be voted “FOR” the First IC director election proposal. Shares of First IC common stock as to which authority to vote on the election of directors has been withheld will not be counted as votes cast “FOR” nominees and will have no effect on the outcome of the voting for directors. All nominees have agreed to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the First IC shareholder meeting, a proxy may be voted “FOR” the election of another person recommended by the First IC board of directors in place of such nominee, unless the shareholder executing such proxy withholds authority to vote for the election of directors

The following table shows for each director nominee: (i) his or her name, (ii) his or her age as of the record date, (iii) how long he or she has been a director of First IC, and (iv) his or her business experience, position(s) with First IC, other than as a director.

Name (Age)	Director Since	Business Experience and Position with the First IC
Chong W. Chun (84)	2000	Retired
Suk Hyun Kim (78)	2000	Retired
Eui Suk Lee (79)	2000	Retired
Tae Hyun Liu (71)	2000	Retired
Lucio S. Minn (79)	2018	Retired
Dong Wook Kim (60)	2009	Chief Executive Officer and President of First IC

For the First IC director election proposal, directors nominees are elected if the votes cast for a director nominee exceeds the votes cast against such director nominee. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

The First IC board of directors unanimously recommends that First IC shareholders vote “FOR” the election of each director nominee.

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PROPOSAL NO. 3

FIRST IC ADJOURNMENT PROPOSAL

First IC is submitting a proposal for consideration at the First IC shareholder meeting to authorize the First IC board of directors to adjourn or postpone the First IC shareholder meeting, if necessary, (i) to solicit additional proxies if there are insufficient votes at the time of the First IC shareholder meeting to approve the First IC merger proposal, (ii) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to First IC shareholders, or (iii) to vote on other matters properly before the First IC shareholder meeting. Even though a quorum may be present at the First IC shareholder meeting, it is possible that First IC may not have received sufficient votes to approve the First IC merger proposal by the time of the meeting. In that event, the First IC board of directors would need to adjourn the First IC shareholder meeting in order to solicit additional proxies. If the First IC shareholder meeting is adjourned for less than 60 days, First IC is not required to give notice of the time and place of the adjourned meeting if the new time and place is announced at the First IC shareholder meeting before adjournment, unless the First IC board of directors fixes a new record date for the First IC shareholder meeting.

Approval of the First IC adjournment proposal requires the presence of a quorum and the affirmative vote of at least a majority of the shares of First IC common stock represented at the First IC shareholder meeting and entitled to vote on the First IC adjournment proposal. Abstentions will have the effect as a vote “AGAINST” the First IC adjournment proposal, while broker non-votes will have no effect on the First IC adjournment proposal.

The First IC board of directors unanimously recommends that First IC shareholders vote “FOR” the First IC adjournment proposal or to vote on other matters properly before the First IC shareholder meeting.

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THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. MetroCity and First IC urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.

Terms of the Merger

Each of the boards of directors of MetroCity and First IC has unanimously approved the merger agreement and the transactions contemplated thereby including, in the case of the MetroCity board of directors, the issuance of shares of MetroCity common stock as merger consideration. The merger agreement provides that, subject to the terms and conditions set forth in the merger agreement, First IC will merge with and into MetroCity, with MetroCity continuing as the surviving entity. Following the merger, First IC Bank, First IC’s wholly-owned banking subsidiary, will merge with and into Metro City Bank, MetroCity’s wholly-owned banking subsidiary, with Metro City Bank as the surviving bank.

If the merger is completed, all of the shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity or dissenting shares, issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, and (ii) 3,384,588 shares of MetroCity common stock, each subject to adjustment as described in the merger agreement and herein. An illustration of the value of the per share merger consideration as of (i) the last trading date prior to the announcement of the merger, and (ii) the latest practicable trading date before the date of this proxy statement/prospectus is reflected in the following table:

Date	Closing Price of MetroCity Common Stock			Stock Consideration(1)	Per Share Stock Consideration(2)	Implied Value of Per Share Stock Consideration(1)			Cash Consideration(3)			Per Share Cash Consideration(3)			Implied Value of Per Share Merger Consideration(3)
March 14, 2025(4)		$	27.78	3,384,588 shares	0.3732 shares		$	10.37		$	110,597,213		$	12.19		$	22.56
[•], 2025(5)		$	[•]	3,384,588 shares	0.3732 shares		$	[•]			110,597,213		$	12.19		$	[•]

(1)

(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

(3)

(4)

The last full trading day before public announcement of the merger agreement.

(5)

The latest practicable trading day before the date of this document.

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to the quotient of (a) the difference between $12,500,000 and the transaction costs, divided by (b) the aggregate number of shares of First IC common stock issued and outstanding immediately prior to the effective time of the merger, rounded to the nearest cent. First IC’s transaction costs include, among others: (i) the costs, fees, expenses and commissions payable to any broker, finder, financial advisor or investment banking firm in connection with the merger agreement or the merger; (ii) the amount of all legal and accounting fees and other expenses incurred in connection with the negotiation, execution or performance of the merger agreement or the consummation of the transactions contemplated thereby; (iii) the costs, fees, expenses, contract payments, penalties or liquidated damages paid or accrued in connection with the termination of contracts by First IC or First IC Bank, including any and all expenses charged by First IC or First IC Bank’s service, software or technology company providers or vendors, including for deconversion and release of records, electronic or otherwise; (iv) any payments to be made pursuant to any existing employment, change in control, salary continuation, deferred compensation or other similar agreements or arrangements or severance, noncompetition, retention or bonus arrangements between First IC or First IC Bank and any other person and in excess of the applicable amount accrued for any such payment in accordance with GAAP; (v) payroll or other similar tax required to be expensed in connection with any payments or benefits described in clause (iv); (vi) any cost to terminate and liquidate any of First IC or First IC Bank’s benefit plans and to pay all related expenses and fees, including expenses and fees associated with any governmental filings in connection with such termination; (vii) the amount of all unaccrued and unpaid taxes which are due and owing as a result of unbudgeted, missed, incomplete, or past due payments, including all penalties and interest thereon; and (viii) such other amounts as are agreed upon by MetroCity and First IC.

At the effective time of the merger, each option to purchase shares of First IC common stock, whether vested or unvested, that is then-outstanding and which has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount equal to the product of (i) the number of shares of First IC common stock provided for in each such option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined below) over (y) the exercise price of such stock option. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the option holders. Any option for which the exercise price exceeds the per share cash equivalent consideration shall be cancelled as of the effective time of the merger without payment.

First IC shareholders are being asked to approve the First IC merger proposal. See the section of this proxy statement/prospectus entitled “The Merger Agreement” beginning on page 71 for additional and more

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detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of the ongoing consideration and evaluation of the respective long-term prospects and strategies of First IC and First IC Bank, the First IC board of directors and senior management have regularly reviewed and assessed First IC’s business, performance and prospects, including its strategic alternatives with the goal of enhancing value for its shareholders. In the context of such reviews, the strategic alternatives considered by the First IC board of directors have included, among other things, continuing its on-going operations as an independent institution, acquiring other depository institutions, opening new branch offices, closing or selling branch offices or buying other financial services firms engaged in complementary lines of business. The First IC board of directors also reviewed the competitive environment in its market area as well as merger and acquisition activity in the financial services industry in general and in Georgia.

The First IC board of directors and senior management team have also been aware in recent years of changes in the financial services industry and the regulatory environment, as well as the competitive challenges facing a financial institution such as First IC. These challenges have included an interest rate environment that has resulted in pressure on the interest rate spread and margin, increasing government regulations, increasing expense burdens and commitments for technology, succession planning challenges, and increasing competition in the delivery of financial products and services combined with increased customer expectations for the availability of sophisticated financial products and services from financial institutions. In addition, the First IC board of directors was sensitive to the need for First IC to deploy excess capital to maximize return for its shareholders. The First IC board of directors has always recognized that its fiduciary duty to its shareholders encompassed consideration of a business combination, merger or sale of First IC that might offer enhanced value to its shareholders and greater market liquidity. Given First IC’s relative size and position in the marketplace, the First IC board of directors also considered who potential buyers for the company were both now and over time.

In furtherance of these discussions and to assess the possibility of these strategic transactions, the First IC board of directors and senior management have engaged from time to time in discussions with management of other companies in the financial services industry, including with respect to potential strategic business combination transaction opportunities that may be available to enhance value for First IC shareholders. First IC board of directors and senior management also regularly met with representatives of various investment banking firms experienced in the banking industry to discuss market conditions, industry trends, the performance of First IC and potential strategic business combination transaction opportunities. Such meetings were established as opportunities to develop relationships with, and with the intent of developing a more in-depth understanding of, each prospective buyer and its respective potential cultural fit and acquisition capacity for First IC.

On November 13, 2024, the Chairman of the First IC board of directors called a special meeting of the board to discuss an unsolicited oral offer the Chairman received from the Chief Executive Officer of a public bank holding company (“Company A”). The offer was for Company A to acquire 100 percent of the outstanding shares of First IC common stock at approximately $20.50 per share. At the meeting, the First IC directors discussed the current banking market and M&A climate, the importance of a strategic business combination for the future of First IC and First IC shareholders, and whether this was the right time to start exploring strategic options for First IC and First IC Bank. The First IC board of directors also discussed the offer from Company A in relation to First IC’s book value, and dividend history, and future financial performance and prospects. The First IC board of directors concluded that while the offer from Company A was a solid offer, the board should seek other offers to maximize value for its shareholders. The Chairman also agreed to keep the dialogue open with Company A regarding the potential transaction.

On November 18, 2024, First IC received a formal non-binding letter of intent from Company A that contemplated acquiring 100 percent of the outstanding shares of First IC common stock for a mixture of Company A common stock and cash. The offer implied an acquisition price of approximately $21.45 per share of First IC common stock, or approximately $195.8 million in aggregate consideration.

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On November 20, 2024, MetroCity delivered to First IC an unsolicited non-binding letter of intent that contemplated acquiring 100 percent of the outstanding shares of First IC common stock for 3,266,264 shares of MetroCity common stock and $111.1 million in cash with an $8.5 million expense allowance. The offer implied an acquisition price of approximately $24.50 per share of First IC common stock, or approximately $222.1 million in aggregate consideration.

On November 26, 2024, the Chairman of the First IC board of directors and senior management of First IC met with representatives of Alston & Bird LLP (“Alston & Bird”), First IC’s outside legal counsel, and Stephens. During this meeting, the parties discussed the two non-binding letters of intent from Company A and MetroCity, analyzed the pros and cons of each offer, and potential next steps. At the conclusion of the meeting, the Chairman of the First IC board of directors instructed Stephens to seek and contact a public bank holding company (“Company B”) who may have an interest in acquiring First IC.

On December 2, 2024, Company B was contacted by Stephens and invited to submit a non-binding letter of intent to acquire First IC.

On December 6, 2024, the First IC board of directors held a special meeting with representatives of Stephens and Alston & Bird present. At this meeting, representatives of Alston & Bird reviewed with the First IC board of directors its fiduciary duties and confidentiality obligations in the context of a M&A transaction. Next, representatives of Stephens led the First IC board of directors through a discussion on the strategic alternatives which may be available to First IC. This discussion included an overview of the banking industry, recent transaction metrics for bank M&A transactions, and First IC’s valuation which was based on First IC’s internal financial projections. Stephens then presented a summary of the non-binding letters of intent from Company A and MetroCity, an overview of Company A and MetroCity as well as additional parties that may have an interest in acquiring First IC, including Company B, and potential merger partners’ abilities to consummate the proposed transaction. Representatives of Stephens also informed the First IC board of directors that Company B expressed interest in acquiring First IC. After much deliberation, the First IC board of directors determined that pursuing a strategic business combination with a suitable buyer would be in the best interests of First IC and First IC’s shareholders. The First IC board of directors also determined that given the recent economic, banking and regulatory climate, the exploratory process of assessing a potential merger partner was valid and imminent, and as such decided to consider engaging Stephens to represent First IC in the proposed M&A process. Alston & Bird presented the Stephens’ engagement letter and related structure and fees to the First IC board of directors, which included customary advisory services for a bank M&A transaction, as well as providing and rendering a fairness opinion, from a financial point of view, for the merger consideration to be paid to First IC’s shareholders in the proposed business combination. After a full discussion, the First IC board of directors formally approved the engagement of Stephens as First IC’s financial advisor. At the conclusion of the meeting, the First IC board of directors instructed Stephens and Alston and Bird to continue their efforts in pursuit of a strategic business combination. The First IC board of directors also authorized Stephens to contact Company A and MetroCity regarding entering into non-disclosure agreements, and to follow up with Company B about its interest in a potential strategic business combination with First IC.

On December 11, 2024, Company B submitted a non-binding letter of intent that contemplated acquiring 100 percent of the outstanding shares of First IC common stock for a mixture of Company B common stock and cash. The offer implied an acquisition price of approximately $23.00 per share of First IC common stock, or approximately $210.0 million in aggregate consideration.

On December 12, 2024, the First IC board of directors held its regularly scheduled board meeting, with Alston & Bird in attendance in person and Stephens in attendance virtually. Representatives from Alston & Bird started the meeting by going over the board’s fiduciary duties and confidentiality obligations in the M&A process. After Alston & Bird, representatives from Stephens discussed recent bank stock market and industry performance and presented a summary of various potential strategic alternative scenarios, including First IC continuing to operate as an independent company and the potential value that could be achieved for First IC shareholders in a change in control transaction. Alston & Bird and Stephens then presented to the board the material terms contained in Company B’s non-binding letter of intent as a stand-alone as well as in comparison with the non-binding letters of intent from Company A and MetroCity. With consistent market pricing information as of the date of the presentation, MetroCity’s offer implied an acquisition price of approximately $24.72 per share of First IC common stock, or approximately

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$225.9 million in aggregate consideration, Company A’s offer implied an acquisition price of approximately $21.80 per share of First IC common stock, or approximately $199.1 million in aggregate consideration, and Company B’s offer implied an acquisition price of approximately $23.38 per share of First IC common stock, or approximately $213.5 million in aggregate consideration. After the presentations of Alston & Bird and Stephens, the First IC board of directors discussed extensively the pros and cons of each offer, considering which offer would be in the best interests of the First IC shareholders, employees and customers, and which partner will be the best fit for First IC moving forward. After a full and deliberate discussion, the First IC board of directors determined that each of Company A, Company B and MetroCity should be invited to perform preliminary due diligence and asked to submit revised letters of intent by January 7, 2025.

On December 13, 2024, pursuant to the instructions of the First IC board of directors, Stephens reached out to the three parties to inform them of the revised bid deadline of January 7, 2025. In connection with preparing the revised bids, the three parties were also invited to conduct preliminary due diligence on First IC via a virtual dataroom, subject to executing non-disclosure agreements. All three parties executed the non-disclosure agreements and First IC opened the virtual dataroom on December 14, 2024. Between December 18, 2024 and January 7, 2025, Stephens continued to have multiple conversations with the financial advisors of all three parties to provide feedback on their respective original non-binding letters of intent and to address key outstanding questions to help the parties prepare their revised bids.

On January 7 and 8, 2025, Company A, Company B and MetroCity each submitted revised letters of intent. Company A revised its offer to consist of 100% stock and increased its shares offered by 56%. Company B increased its shares offered by 1.2% and its cash consideration by $7.7 million. MetroCity’s offer consisted of 3,384,588 shares of MetroCity common stock, $111.1 million in cash and an $11.5 million transaction expense allowance. MetroCity’s updated offer increased the shares offered by 3.6% and the transaction expense allowance by $3 million.

On January 9, 2025, the First IC board of directors held a special meeting, with representatives of Stephens and Alston & Bird present, to discuss the revised letters of intent from the three parties. Representatives from Stephens explained to the First IC board the current timeline of the M&A process and presented the material terms of the revised letters of intent from Company A, Company B and MetroCity, including the exchange ratio and the respective buyer’s stock price and pro forma price information. With consistent market pricing information as of the date of the presentation, MetroCity’s offer implied an acquisition price of approximately $23.77 per share of First IC common stock, or approximately $217.1 million in aggregate consideration, Company A’s offer implied an acquisition price of approximately $18.17 per share of First IC common stock, or approximately $165.9 million in aggregate consideration, and Company B’s offer implied an acquisition price of approximately $21.72 per share of First IC common stock, or approximately $198.3 million in aggregate consideration. Representatives from Alston & Bird again reviewed with the board the board’s fiduciary duties to its shareholders and reinforced the board’s duty to keep all discussions and information regarding the M&A process confidential. In addition, representatives from Alston & Bird explained to the board that the board may consider the offer price as well as other constituent factors, such as employee retention and outlook, in selecting the appropriate buyer. The First IC board of directors engaged in a robust discussion regarding the appropriate considerations for a potential merger partner, including each party’s offer and the allocation of the merger consideration between stock and cash, the attractiveness of each party’s stock as merger consideration, each party’s ability and capacity to complete the proposed transaction with First IC in a timely manner, each party’s track record of past successful acquisitions, cultural fit and other synergies, and the viability of First IC on a standalone basis. After a long discussion, the First IC board of directors determined that, while all three companies held merit as a potential merger candidate, it was the board’s view that each of MetroCity and Company B would produce greater strategic benefits and synergies, provide the highest value for First IC shareholders, and provide a better cultural fit for First IC moving forward. After much deliberation, the First IC board of directors determined that pursuing a strategic business combination with MetroCity and Company B would be in the best interests of the First IC shareholders and other constituencies, and approved inviting MetroCity and Company B to conduct comprehensive due diligence of First IC. The First IC board of directors concluded the meeting by instructing Stephens to contact MetroCity and Company B to inform them that they have been invited to conduct comprehensive due diligence of First IC and to submit revised bids.

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On January 13, 2025, MetroCity responded that it would only move forward with the M&A process were it to be granted exclusivity with First IC.

On January 14, 2025, the First IC board of directors held its regularly scheduled board meeting, with representatives from Alston & Bird and Stephens in attendance. The Chief Executive Officer of First IC started the meeting by reporting on MetroCity’s exclusivity request. Representatives from Alston & Bird then discussed the pros and cons of accepting or declining MetroCity’s request, including the possibility that MetroCity may decide to withdraw its offer if First IC were to deny their request. Representatives from Alston & Bird again re-emphasized the board’s fiduciary duties in the M&A context and confidentiality obligations. The First IC board of directors discussed at length MetroCity’s request and whether granting exclusivity to one party was appropriate at this time by discussing the pros and cons of both companies’ offers, including, but not limited to, asset size of the two companies, future potential stock performance projections, liquidity and trading volume of the two companies’ stock, employee retention outlook, and other factors. After a full discussion by the board, with input from Stephens and Alston & Bird, the First IC board of directors instructed Stephens and Alston & Bird to negotiate certain terms of the revised letter of intent with MetroCity, including exclusivity, while asking Company B if they would consider submitting a revised letter of intent with a higher offer price.

On January 16, 2025, MetroCity submitted a revised letter of intent providing for exclusivity and offering 3,384,588 shares of MetroCity common stock, $112.0 million in cash and a $12.5 million transaction expense allowance. The updated offer increased the cash consideration by an additional $900,000 and the transaction expense allowance by an additional $1 million.

On January 17, 2025, Company B informed Stephens that it would not revise the terms of its January 7, 2025 offer.

On January 24, 2025, the First IC board of directors held a special meeting, with representatives of Stephens and Alston & Bird present. Representative from Stephens updated the board that while Company B did not revise its letter of intent from January 7, 2025, MetroCity submitted an updated letter of intent, which increased the cash consideration by an additional $900,000 and the transaction expense allowance by an additional $1 million. Representatives from Stephens and Alston & Bird also explained that MetroCity’s revised letter of intent includes, among other things, (1) a price protection mechanism to protect First IC shareholders in the event MetroCity’s stock price falls disproportionately against the market between the signing and closing of the merger agreement, and (2) a commitment from MetroCity to have the merger agreement signed within 45 days from executing the letter of intent. After the presentation by Stephens and Alston & Bird, the First IC board of directors discussed at length regarding the letters of intent from MetroCity and Company B and the pros and cons of each offer as they related to offer price, liquidity, future employee retention, cultural fit, and transition process. In addition, since a significant portion of the transaction consideration consisted of buyer common stock, in addition to just the pricing analyses, the board members assessed the current valuation of the proposed buyers including a comparative analysis of the buyers relative to other prospective acquirers and an assessment of the historical transaction activity and share price volatility. Following extensive discussions and after conducting further diligence and weighing out the various considerations for each suitor, First IC’s board of directors concluded that a proposed transaction with MetroCity was in the best interests of First IC and its shareholders. Therefore, the First IC board of directors accepted MetroCity’s non-binding letter of intent on January 24, 2025, and determined to move forward with further exploration of a possible transaction exclusively with MetroCity and to proceed with additional due diligence. Between January 24, 2025 and March 16, 2025, the parties conducted additional due diligence and representatives of the management teams of First IC and MetroCity talked several times to discuss the merger, the operations and business of the two companies and logistical and transitional items.

Between January 24, 2025 and March 16, 2025, MetroCity and its advisors conducted due diligence regarding First IC, including a credit review, through review of certain requested information and documents provided by First IC through the virtual data room. On February 24, 2025, MetroCity and MetroCity’s advisors conducted a due diligence conference call with First IC and First IC’s advisors to discuss First IC’s business and operations as well as its relationships with its federal and state regulators.

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Between January 24, 2025 and March 16, 2025, First IC and its advisors also conducted reverse due diligence regarding MetroCity. The reverse due diligence included, among other things, review of MetroCity’s public filings, corporate strategy, earnings, asset quality, deposit franchise, sensitivity and interest rate risk, legal and regulatory matters, and capital adequacy. First IC also engaged in several reverse diligence discussions with MetroCity, covering topics such as documents previously provided to First IC by MetroCity, the strategic plan and future growth prospects for MetroCity, integration of First IC into MetroCity, financial performance, strategic plans specific to First IC’s markets, shareholder liquidity, existing lines of business and potential new lines of business. On March 10, 2025, First IC and First IC’s advisors conducted a reverse due diligence conference call with MetroCity and MetroCity’s advisors to discuss MetroCity’s business and operations as well as its relationships with its federal and state regulators.

On February 14, 2025, Alston & Bird received an initial draft of the merger agreement from Hunton Andrews Kurth LLP, outside legal counsel to MetroCity. That agreement, along with the ancillary bank merger agreement, director/officer voting agreements, support agreements and releases, were negotiated between the parties through March 16, 2025, during which period each party also prepared comprehensive confidential disclosure schedules to be delivered concurrently with the merger agreement.

On March 14, 2025, a special joint meeting of the boards of directors of First IC and First IC Bank was held to discuss the proposed business combination with MetroCity. Representatives of Alston & Bird and Stephens each participated in the meeting. The then-current draft of the definitive merger agreement and ancillary documents were provided to each director of First IC. Alston & Bird started the meeting by reviewing with the directors their fiduciary duties and the legal standards applicable to the decisions and actions of the First IC and First IC Bank directors with respect to the proposed transaction. Alston & Bird then presented a summary of the material terms of the merger agreement and related documents and answered questions about the merger agreement, ancillary documents and the proposed merger. The directors reviewed with Alston & Bird the terms of the merger agreement and the merger, the voting and support agreements to be entered into with First IC directors and executive officers, and other relevant information. After Alston & Bird’s presentation, representatives of Stephens reviewed its financial analyses with respect to MetroCity, First IC and the proposed merger, and delivered an oral opinion, which was later confirmed in writing, to the effect that, as of March 13, 2025, and based on and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion and described in “Opinion of First IC’s Financial Advisor” below, the merger consideration was fair from a financial point of view to the holders of First IC common stock entitled to receive such consideration. During the presentation of Alston & Bird and Stephens, the board discussed at length topics such as the respective valuations of First IC and MetroCity, the advantages and disadvantages of a fixed exchange ratio and the cash proposed to be a portion of the merger consideration, each party’s termination rights, the treatment of First IC’s outstanding options and restricted stock, employee retention and severance terms and other material terms in the merger agreement. After a full discussion and deliberation, including questions to Stephens, Alston & Bird and First IC’s management team regarding the merger and the terms and conditions of the merger agreement, and after careful review and discussion by the First IC board of directors, including consideration of the factors described below under “The Merger — First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors,” the First IC board of directors concluded that the merger agreement, the merger and the merger of First IC Bank with and into Metro City Bank were fair to and in the best interest of First IC and its shareholders and approved and adopted the merger agreement and the transactions contemplated thereby and recommended the First IC shareholders approve the merger agreement. At this meeting, the First IC Bank board of directors also approved the merger of First IC Bank with and into Metro City Bank. The First IC board of directors authorized the Chairman of the board to execute the merger agreement on behalf of First IC.

On March 13, 2025, the MetroCity board of directors held a meeting at which representatives of MetroCity senior management, Hillworth Securities, LLC (“Hillworth”), MetroCity’s financial advisor, and Hunton Andrews Kurth LLP, MetroCity’s outside legal counsel, were present. At this meeting, representatives from Hunton reviewed with the MetroCity board of directors its fiduciary duties and the terms of the current drafts of the merger agreement, the ancillary agreements and the transactions contemplated thereby. Hillworth reviewed with the MetroCity board of directors its financial analysis of the merger consideration. After further discussion, the MetroCity board of directors determined that the merger is advisable and in

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the best interests of MetroCity and its shareholders and unanimously approved and adopted the merger agreement and the execution thereof.

On March 16, 2025, MetroCity and First IC signed the merger agreement and the related agreements and the transactions was announced in a press release before market open on the following day.

First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors

After careful consideration, at its meeting on March 14, 2025, the First IC board of directors determined that the merger is in the best interests of First IC and its shareholders and that the consideration to be received in the merger is fair to the First IC shareholders. Accordingly, the First IC board of directors unanimously approved the merger agreement and recommended that the First IC shareholders vote “FOR” the First IC merger proposal. For the factors considered by the First IC board of directors in reaching its decision to approve the merger agreement, see “The Merger — First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors” beginning on page 51.

In reaching its decision to adopt the merger agreement and to recommend that the First IC shareholders approve the First IC merger proposal, the First IC board of directors evaluated the merger and the merger agreement in consultation with First IC’s management, as well as its financial and legal advisors, and considered a number of factors, including the following material factors, which are not presented in order of priority:

•

each of First IC’s, MetroCity’s and the combined company’s business, operations, financial condition, asset quality, earnings and prospects. In reviewing these factors, the First IC board of directors considered its view that MetroCity’s business and operations complement those of First IC and that the merger would result in a combined company with diversified revenue sources, a well-balanced loan portfolio and an attractive funding base;

•

its understanding of the current and prospective environment in which First IC and MetroCity operate, including national, regional and local economic conditions, the competitive environment for banks and other financial institutions generally, the current level of interest rates, the increased regulatory burdens on financial institutions, the trend toward consolidation in the banking industry and in the financial services industry, and the likely effect of these factors on First IC both with and without the proposed transaction;

•

the reduction in the number of financial institutions with an interest in acquiring Georgia banks as a result of the continued consolidation in the banking industry and the acquisition by other financial institutions of several of the banks that were historically active in acquiring Georgia banks;

•

the process through which the First IC board of directors, with the assistance of management and First IC’s financial and legal advisors, conducted extensive analysis and considered the available alternatives for First IC over an extended period of time, including a review of other potential strategic partners and the likelihood of any other party offering financial and other terms that would be superior to the merger, and an evaluation and testing of First IC’s standalone plan, and the First IC board of directors’ determination that no such alternative was as strategically and financially compelling as the proposed transaction with MetroCity;

•

its view that the size of the institution and related economies of scale were becoming increasingly important to continued success in the current financial services environment, including the increased expenses of regulatory compliance, and that a merger with a larger bank holding company could provide those economies of scale, increase efficiencies of operations and enhance customer products and services;

•

the financial analyses of Stephens, First IC’s financial advisor, and the opinion delivered by Stephens to First IC’s board of directors on March 14, 2025, to the effect that, as of the date of such opinion, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Stephens as set forth in its opinion, the merger consideration was fair to the holders of First IC common stock from a financial point of view, as more fully described in the section entitled “The Merger — Opinion of First IC’s Financial Advisor”;

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•

the fact that a portion of the merger consideration will consist of shares of MetroCity common stock, which would allow First IC shareholders to participate in a significant portion of the future performance of the combined First IC and MetroCity business and synergies resulting from the merger, and the value to First IC shareholders represented by that consideration;

•

that the proforma ownership by First IC shareholders in MetroCity following the closing of the merger will be approximately 11.8% of the outstanding shares of MetroCity common stock;

•

its belief that the transaction is likely to provide substantial value to First IC’s shareholders;

•

the greater liquidity in the trading market for MetroCity common stock relative to the market for First IC common stock due to the listing of MetroCity’s shares on Nasdaq;

•

management’s expectation that the combined company will have a strong capital position upon completion of the merger;

•

the regulatory and other approvals required in connection with the merger and the expectation that such regulatory approvals will be received in a timely manner and without the imposition of unacceptable conditions;

•

the fact that the merger consideration paid in the form of MetroCity common stock is expected to be tax-free to First IC shareholders;

•

the results of First IC’s due diligence investigation of MetroCity, including the First IC board of directors’ opinion of the reputation, competence, business practices, culture, integrity and experience of MetroCity and its management;

•

the belief that the two companies’ corporate cultures and business philosophies are complementary and compatible, including with respect to corporate purpose, strategic focus, commitment to corporate governance and ethical business practices, broader target markets, client service, credit, risk profiles, community commitment and commitment to environmental, social and governance considerations, and its belief that the complementary cultures will facilitate the successful integration of the two companies and implementation of the merger;

•

that the merger will result in a combined company with greater financial resources, higher concentration levels, and a higher lending limit than First IC would have if it were to continue its operations as an independent entity;

•

the anticipated cost savings from expected increases in operating efficiency, reduced combined payments to vendors and third parties and elimination of duplicate positions, while increasing responsiveness to compliance and regulatory requirements;

•

MetroCity’s commitment to enhancing its strategic position in its markets;

•

First IC’s size makes First IC susceptible to another economic downturn and management’s view that MetroCity’s greater resources provide the combined company greater resiliency;

•

First IC’s management’s view that the merger will allow for greater opportunities for First IC’s clients, customers, employees and other constituencies within the communities in which First IC operates, and that the potential synergies, reduced loan and deposit concentration levels allowing greater growth in most classes of commercial lending and diversification resulting from the merger will enhance product offerings and customer service beyond the level believed to be reasonably achievable by First IC on an independent basis;

•

the recommendation of First IC’s management in favor of the merger, considered in light of the benefits to be received by them in connection with the merger;

•

that the terms and conditions of the merger agreement, including, but not limited to, the representations, warranties and covenants of the parties, the conditions to closing and the form and structure of the merger consideration, are conductive to consummation of the merger while being reasonably intended to preserve First IC’s business;

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•

the likelihood that the merger will be completed based on, among other things, (i) each party’s obligation to use its commercially reasonable efforts to obtain regulatory approvals as promptly as practicable and (ii) the limited closing conditions contained in the merger agreement, which enhances deal certainty;

•

MetroCity’s obligation to consummate the merger despite regulatory conditions unless such requirements represent a “Materially Burdensome Regulatory Condition” (as defined in the merger agreement) that has a material adverse effect on the surviving company and its subsidiaries, taken as a whole;

•

the stock consideration is a fixed exchange ratio of shares of First IC’s common stock to MetroCity’s common stock; as a result, First IC shareholders benefit from an increase in the trading price of MetroCity’s common stock (or a decrease in the trading price of First IC’s common stock) during the pendency of the merger; and

•

the ability of the First IC board of directors to withdraw its recommendation that First IC shareholders vote to approve the merger agreement for a “Company Superior Proposal” or “Company Intervening Event” (both as defined in the merger agreement), subject to the terms and conditions set forth in the merger agreement (including the payment of a termination fee).

The First IC board of directors also identified and considered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:

•

the possibility that the merger may not be completed, or that its completion may be unduly delayed, for reasons beyond the control of First IC or MetroCity;

•

the regulatory approvals required to complete the merger, the potential length of the regulatory approval process and the risks that the regulators could impose materially burdensome conditions that would allow either party to terminate the merger agreement or refuse to consummate the merger;

•

the approval of the First IC shareholders required to complete the merger;

•

the potential risk of diverting management’s attention and resources from the operation of First IC’s business and towards the completion of the merger and the possibility of employee attrition or adverse effects on client and business relationships as a result of the announcement and pendency of the merger;

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the requirement that First IC conduct its business in the ordinary course and the other restrictions on the conduct of the First IC’s business prior to completion of the merger, which may delay or prevent First IC from undertaking business opportunities that may arise pending completion of the merger;

•

certain tax effects for cash payments paid to First IC officers, employees, or shareholders as a result of the merger;

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that under the merger agreement, subject to certain exceptions, First IC cannot solicit competing acquisition proposals;

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the transaction costs and expenses that will be incurred in connection with the merger, including the costs of integrating the businesses of First IC and MetroCity;

•

the possible effects of the pendency or consummation of the transactions contemplated by the merger agreement, including any suit, action or proceeding initiated in respect of the merger;

•

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating First IC’s business, operations and workforce with those of MetroCity and the risk of not realizing all of the anticipated benefits of the merger or not realizing them in the expected timeframe;

•

the stock consideration is a fixed exchange ratio of shares of First IC’s common stock to MetroCity’s common stock; as a result, First IC shareholders could be adversely affected by a decrease in the trading price of MetroCity’s common stock (or an increase in the trading price of First IC’s common stock) during the pendency of the merger;

•

that First IC shareholders will not necessarily know or be able to calculate the actual value of the merger consideration which they would receive upon completion of the merger;

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•

the possibility that First IC will have to pay a $8.2 million termination fee to MetroCity if the merger agreement is terminated under certain circumstances;

•

that First IC’s directors and executive officers have financial interests in the merger in addition to their interests as First IC shareholders, including financial interests that are the result of compensation arrangements with First IC, and the manner in which such interests would be affected by the merger; and

•

the other risks disclosed in this document under the sections entitled “Special Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

The foregoing discussion of the factors considered by the First IC board of directors is not intended to be exhaustive, but is believed to include the material factors considered by the First IC board of directors. The First IC board of directors collectively reached the unanimous conclusion to approve the merger agreement and the merger in light of the various factors described above and other factors that each member of the First IC board of directors determined was appropriate. In view of the wide variety of the factors considered in connection with its evaluation of the merger and the complexity of these matters, the First IC board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, the individual members of the First IC board of directors may have given different weight to different factors. The First IC board of directors conducted an overall analysis of the factors described above including thorough discussions with First IC management and First IC’s advisors, and considered the factors overall to be favorable to, and to support, its determination. It should be noted that this explanation of the First IC board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Special Cautionary Note Regarding Forward-Looking Statements.”

THE FIRST IC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FIRST IC SHAREHOLDERS VOTE “FOR” THE FIRST IC MERGER PROPOSAL AT THE FIRST IC SHAREHOLDER MEETING.

Opinion of First IC’s Financial Advisor

On December 6, 2024, First IC engaged Stephens to act as its exclusive financial advisor in connection with any proposed transaction involving First IC and one or more parties in which First IC and their subsidiary, First IC Bank, would be acquired by or combined with a purchaser and/or one or more of its subsidiaries. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, of the proposed merger with MetroCity. First IC engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is regularly engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in a meeting of First IC’s board of directors held on March 14, 2025, at which the First IC board of directors considered and approved the proposed merger. At the meeting, Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion letter to the First IC board of directors dated as of March 14, 2025, that, as of such date, the merger consideration to be received by the common shareholders of First IC (solely in their capacity as such) in the proposed merger was fair to such shareholders from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex D to this proxy statement/prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this document is qualified in its entirety by reference to the full text of such written Opinion Letter. Investors are urged to read the entire Opinion Letter carefully in connection with their consideration of the proposed merger. First IC did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

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Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to First IC’s board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the proposed merger. The opinion only addresses whether the merger consideration to be received by the common shareholders of First IC (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view as of the date of the opinion. The opinion does not address the underlying business decision of First IC to engage in the proposed merger or any other term or aspect of the merger agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to First IC’s board of directors or any of First IC’s shareholders as to how such person should vote or otherwise act with respect to the proposed merger or any other matter. First IC and MetroCity determined the merger consideration through a negotiation process.

In connection with developing its opinion, Stephens has:

(i)

reviewed certain publicly available financial statements and reports regarding First IC and MetroCity;

(ii)

reviewed certain audited financial statements regarding First IC and MetroCity;

(iii)

reviewed certain internal financial statements, management reports and other financial and operating data concerning First IC and MetroCity prepared by management of First IC and management of MetroCity, respectively;

(iv)

reviewed, on a pro forma basis, in reliance upon financial projections and other information and assumptions concerning First IC and MetroCity provided by management of First IC and management of MetroCity, as applicable, the effect of the proposed merger on the balance sheet, capitalization ratios, earnings and tangible book value both in the aggregate and, where applicable, on a per share basis of MetroCity;

(v)

reviewed the reported prices and trading activity for the common stock of First IC and MetroCity;

(vi)

compared the financial performance of First IC and MetroCity with that of certain other publicly-traded companies and their securities that Stephens deemed relevant to Stephens’ analysis of the proposed merger;

(vii)

reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that Stephens deemed relevant to Stephens’ analysis of the proposed merger;

(viii)

reviewed the then most recent draft of the merger agreement and related documents provided to Stephens by First IC;

(ix)

discussed with management of First IC and management of MetroCity the operations of and future business prospects for First IC and MetroCity, respectively, and the anticipated financial consequences of the proposed merger to First IC and MetroCity, respectively;

(x)

assisted in First IC’s deliberations regarding the material terms of the proposed merger and First IC’s negotiations with MetroCity; and

(xi)

performed such other analyses and provided such other services as Stephens deemed appropriate.

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by First IC and MetroCity and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and its opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. Management of First IC assured Stephens that it was not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of First IC or of MetroCity, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of First IC or of MetroCity under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent

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or otherwise) of First IC or MetroCity. Stephens did not receive or review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for credit losses of First IC or MetroCity. Stephens did not make an independent analysis of the effects of potential future changes in the rate of inflation or of prevailing rates of interest or other market developments or disruptions, or of the effects of any global conflicts or hostilities or any other disaster or adversity, on the business or prospects of First IC or MetroCity. With respect to the financial projections or forecasts prepared by management of First IC and management of MetroCity, including the forecasts of potential cost savings and potential synergies, Stephens assumed that such financial projections or forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of management of First IC and management of MetroCity, respectively, as to the future financial performance of First IC and MetroCity, respectively, and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such financial projections or forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such projections or forecasts, and Stephens expressed no opinion as to the reliability of such financial projections, forecasts or estimates or the assumptions upon which they were based.

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of First IC and its other advisors with respect to such matters. Stephens assumed, with First IC’s consent, that the proposed merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for First IC or its shareholders and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the proposed merger will be resolved favorably to First IC and its shareholders. Stephens did not express any opinion as to any tax or other consequences that might result from the proposed merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and on the information made available to Stephens as of the date of the opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of March 13, 2025. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that volatility or disruptions in the credit and financial markets relating to, among other things, potential future changes in the rate of inflation or prevailing rates of interest or other market developments or disruptions, or the effects of any global conflicts or hostilities or any other disaster or adversity, may or may not have an effect on First IC or MetroCity, and Stephens did not express an opinion as to the effects of such volatility or disruptions on the proposed merger or any party to the proposed merger. Stephens further expressed no opinion as to the prices at which shares of First IC’s or MetroCity’s common stock may trade at any time subsequent to the announcement of the proposed merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

(i)

the proposed merger and any related transactions will be consummated on the terms of the latest draft of the merger agreement provided to Stephens, without material waiver or modification;

(ii)

the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;

(iii)

each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

(iv)

all conditions to the completion of the proposed merger will be satisfied within the time frames contemplated by the merger agreement without any waivers;

(v)

that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the proposed merger and any related transactions, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the proposed merger to the common shareholders of First IC;

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(vi)

there has been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of First IC or MetroCity since the date of the most recent financial statements made available to Stephens, and that no legal, political, economic, regulatory or other development has occurred that will adversely impact First IC or MetroCity; and

(vii)

the proposed merger will be consummated in a manner that complies with applicable law and regulations.

Stephens’ opinion was limited to whether the consideration to be received by the common shareholders of First IC (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view as of the date of the opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the proposed merger or any aspect of the proposed merger, other than the fairness, from a financial point of view, of the consideration to be received in the proposed merger by the common shareholders of First IC (solely in their capacity as such). The opinion did not address the merits of the underlying decision by First IC to engage in the proposed merger, the merits of the proposed merger as compared to other alternatives potentially available to First IC or the relative effects of any alternative transaction in which First IC might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the proposed transaction, including with respect to how to vote or act with respect to the proposed merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of First IC’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of First IC or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with developing its opinion. In performing the financial analyses described below, Stephens relied on the financial and operating data, projections and other financial information and assumptions concerning First IC and MetroCity provided by management of First IC and management of MetroCity, as applicable, and Stephens reviewed with First IC’s executive management and board of directors certain assumptions concerning First IC and MetroCity upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens, it does set forth those analyses considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses summarized below. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying Stephens’ analyses and opinion.

Summary of the Proposed Merger:

Pursuant to the merger agreement, and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Stephens understood that, subject to potential adjustments as described in the merger agreement, the consideration expected to be exchanged by MetroCity for all of the outstanding common stock of First IC (including options) has an aggregate value as of March 13, 2025 of approximately $204.1 million and will consist of the obligation to exchange the outstanding shares of First IC’s common stock (including options) for 3,384,588 shares of MetroCity’s common stock and $111,965,213 in cash, which, based on MetroCity’s closing stock price of $27.21 on March 13, 2025, results

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in an implied per share valuation of First IC’s common stock of approximately $22.35. Based upon the unaudited financial information of First IC as of and for the twelve months ended December 31, 2024, and market data as of March 13, 2025, Stephens calculated the following implied transaction multiples:

	Transaction Value / Reported Tangible Book Value (Aggregate):					140%
	Transaction Value / Last Twelve Months (“LTM”) Earnings:					8.2x
	Core Deposit Premium:					12.0%

Source: S&P Global Market Intelligence

Note: The last-twelve months earnings of First IC are based on the financial statements as of December 31, 2024.

Note: Core deposit premium calculated using tangible common equity and deposits less time deposits > $100,000.

Discounted Cash Flow Analysis — First IC Corporation:

Stephens performed a standalone discounted cash flow analysis of First IC to estimate a range of implied equity values for First IC based upon the discounted net present value of the range of projected after-tax free cash flows for First IC for the projected period. In this analysis, Stephens used (i) financial information and data provided by First IC and (ii) an annual earnings per share growth rate thereafter provided by the management team of First IC for use by Stephens in connection with this analysis. See the section below entitled “Prospective Financial Information Regarding First IC” for additional information regarding the unaudited prospective financial information provided to Stephens by First IC management and approved by First IC for Stephens’ use and reliance in performing its analysis. Stephens determined the projected amount of cash flow for First IC assuming (i) annual dividend payments, including projected additional dividends for earnings and excess capital (if any) above a tangible common equity to tangible asset ratio of 11.0% from 2025 to 2029, and (ii) a range of standalone terminal values assuming price to earnings multiples ranging from 8.0x to 10.0x applied to First IC’s estimated earnings for the year ending December 31, 2030. Stephens discounted the range of projected cash flows from (i) and (ii) above at First IC’s estimated cost of equity to calculate a net present value range for such projected cash flows.

In selecting terminal price to earnings multiples for First IC, Stephens considered the range of comparable public companies of First IC set forth in the section entitled “Relevant Public Companies Analysis — First IC Corporation.” Exercising its professional judgment, Stephens selected a range of 8.0x to 10.0x as the terminal price to earnings multiples for the discounted cash flow analysis. Stephens calculated the range of terminal values of First IC based on First IC’s estimated earnings for the year ending December 2030 and the range of terminal price to earnings multiples of 8.0x to 10.0x. Stephens considered discount rates from 14.6% to 16.6% for this analysis.

Based on this analysis, Stephens derived a range for the implied equity value of First IC from $19.64 per share to $25.09 per share.

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of First IC. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Relevant Public Companies Analysis — First IC Corporation:

Stephens compared the financial condition, operating statistics and market valuation of First IC to certain other public minority depository institutions (“MDIs”) as defined by the FDIC selected by Stephens and their respective public trading values. In addition to being MDIs, Stephens selected the companies outlined below because their relative asset size, financial performance and targeted customer base, among other factors, were reasonably similar to those of First IC; however, no selected company below was identical or directly comparable to First IC. A complete analysis involves complex considerations and qualitative

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judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following public companies based on the criteria set forth below:

Nationwide Asian-American major exchange-traded and OTC MDIs with 2024Q4 total assets between $1 billion and $10 billion, excluding merger targets (total assets as of December 31, 2024, noted parenthetically below).

•

Hanmi Financial Corporation ($7.678 billion)

•

Preferred Bank ($6.923 billion)

•

RBB Bancorp ($3.993 billion)

•

MetroCity Bankshares ($3.594 billion)

•

PCB Bancorp ($3.064 billion)

•

OP Bancorp ($2.366 billion)

•

CBB Bancorp, Inc. ($1.816 billion)

•

US Metro Bancorp, Inc. ($1.397 billion)

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve-month period ended December 31, 2024, or the most recently reported period available, and the market trading multiples of the selected public companies based on March 13, 2025 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

	First IC Corporation			Minimum			Median			Maximum
Total Assets ($mm)		$	1,192		$	1,397		$	3,329		$	7,678
TCE / TA			12.2%			8.6%			11.0%			13.9%
Loans / Deposits			101.8%			83.7%			96.8%			115.4%
NPA / Assets(1)			0.02%			2.03%			0.45%			0.15%
Net Interest Margin			4.43%			2.76%			3.07%			4.06%
Cost of Deposits			3.01%			3.75%			3.47%			2.74%
LTM Efficiency Ratio			45.8%			71.9%			60.0%			27.8%
LTM ROAE			18.50%			5.21%			8.55%			17.85%
LTM ROAA			2.10%			0.53%			0.91%			1.91%
Estimated 2025 ROAA			1.83%			0.71%			0.96%			1.83%
Estimated 2026 ROAA			1.83%			0.80%			1.03%			1.91%
Market Cap ($mm)		$	113.3		$	59.3		$	282.0		$	1,068.8
Price / Tangible Book Value			0.78x			0.44x			0.90x			1.67x
Price / LTM EPS			4.6x			5.0x			9.7x			11.4x
Price / 2025 Estimated EPS			4.9x			8.3x			8.9x			10.6x
Price / 2026 Estimated EPS			4.4x			6.8x			8.0x			9.9x
Core Deposit Premium			NM			8.0%			10.9%			13.8%
Dividend Yield			8.0%			3.6%			3.8%			4.0%

Source: S&P Global Market Intelligence, First IC Management.

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Note: Market data as of March 13, 2025. Financial data as of the most recent period available. Bank-level data used where consolidated BHC data not available.

Note: Core deposit premium calculated using tangible common equity and deposits less time deposits > $100,000.

Note: For Peer Banks, Projected ROAA & EPS based on research analysts. For First IC, Projected ROAA & EPS provided by First IC Management.

Note: Core deposit premiums less than 0.0% are considered non-meaningful for the purpose of this analysis.

Note: Dollars in millions. First IC per-share metrics based on 9,070,161 common shares outstanding as of January 31, 2025.

Based on this analysis, Stephens calculated a range of implied equity values for First IC on a price to earnings basis, on a price to tangible book basis and on a core deposit premium basis. In this analysis, Stephens applied (i) the minimum and maximum Price / LTM EPS multiples set forth in the table above to 2024 earnings per share of First IC, (ii) the minimum and maximum Price / 2025E EPS multiples set forth in the table above to the 2025 budgeted earnings per share for First IC, (iii) the minimum and maximum Price/Tangible Book Value multiples set forth in the table above to First IC’s tangible book value per share as of December 31, 2024, and (iv) the minimum and maximum Core Deposit Premiums to First IC’s core deposits as of December 31, 2024. See the section below entitled “Prospective Financial Information Regarding First IC” for additional information regarding the unaudited prospective financial information used by Stephens in performing its analysis. The range of implied equity values per share resulting from this analysis is summarized in the table below:

Methodology	Illustrative Value Range
Tangible Book Value Per Share		$	7.11 – $26.77
LTM EPS		$	13.64 – $31.10
2025E EPS		$	21.24 – $27.13
Core Deposit Premium		$	20.35 – $23.47

Relevant Nationwide Transactions Analysis — First IC Corporation:

Stephens reviewed certain publicly available transaction multiples and related financial data for transactions involving nationwide banks and thrifts announced since January 1, 2022 where (i) the deal value was publicly disclosed, (ii) the target’s total assets were between $500 million and $2.5 billion and (iii) LTM ROAA was greater than 1.5% (excluding Merger of Equals, as defined by S&P Global Market Intelligence, transactions involving credit union acquirers and transactions where a private buyer issued stock). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, was reasonably similar to First IC; however, no selected company or transaction below was identical or directly comparable to First IC or the proposed transaction (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

•

Seacoast Banking Corporation | Heartland Bancshares Inc. (2/27/2025)

•

Cadence Bank | FCB Financial Corp. (1/22/2025)

•

Capital Bancorp Inc. | Integrated Financial Holdings Inc. (3/28/2024)

•

HomeTrust Bancshares Inc. | Quantum Capital Corp. (7/25/2022)

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain transaction multiples implied by the proposed merger to the minimum, median and maximum transaction multiples of the selected transactions for which data was available:

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	First IC Corporation			Minimum			Median			Maximum
Deal Value ($mm)		$	204.1		$	67.6		$	87.6		$	106.3
Stock Consideration			45.1%			47.7%			64.6%			81.0%
Cash Consideration			54.9%			19.0%			35.4%			52.3%
Target Total Assets ($mm)		$	1,192		$	548		$	625		$	734
Target TCE / Total Assets			12.2%			8.9%			11.3%			15.5%
Target NPAs / Assets			0.02%			0.00%			1.03%			3.00%
Target LTM ROAA			2.10%			1.63%			2.18%			2.49%
Target LTM ROAE			18.5%			12.0%			18.8%			24.8%
Target LTM Efficiency Ratio			45.8%			38.3%			50.0%			69.0%
Price / Tangible Book Value			1.40x			1.06x			1.59x			1.74x
Price / LTM Earnings(1)			8.2x			4.2x			7.1x			8.6x
Core Deposit Premium			12.0%			2.9%			5.6%			10.4%

Source: S&P Global Market Intelligence.

Note: Dollars in Millions.

Note: Market data as of March 13, 2025. Financial data as of the most recent period available. Bank-level data used where consolidated BHC data not available.

Note: Core deposit premium calculated using tangible common equity and deposits less time deposits > $100,000.

Note: Price /earnings multiples greater than 25.0x and core deposit premiums less than 0.0% are considered non-meaningful for the purposes of this analysis.

(1)

LTM pre-tax earnings, tax effected at 21.0% effective rate.

Based on Stephens review of the precedent transactions selected and Stephens experience and professional judgement, Stephens applied the minimum and maximum (a) tangible book value per share multiples of the targets in the precedent transactions of 1.06x to 1.74x to First IC’s tangible book value as of December 31, 2024, (b) Price / LTM EPS multiples of the targets in the precedent transactions of 4.2x to 8.6x to First IC’s LTM earnings as of December 31, 2024 and (c) percentages of core deposit premiums of the targets in the precedent transactions of 2.9% to 10.4% to First IC’s core deposits as of December 31, 2024. . The following table summarizes the ranges of the per share valuation of First IC common stock derived by Stephens in this analysis.

Methodology	Illustrative Value Range
Tangible Book Value		$	17.04 – $27.96
LTM EPS		$	11.46 – $23.33
Core Deposit Premium		$	17.57 – $21.66

Miscellaneous:

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the

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control of First IC. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

Stephens is serving as financial adviser to First IC in connection with the proposed merger and is entitled to receive from First IC reimbursement of Stephens’ expenses and a fee in the amount of $2,950,000 for its services as financial advisor to First IC, a significant portion of which is contingent upon the consummation of the proposed merger. Stephens also received a fee of $750,000 from First IC upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the proposed merger. First IC has also agreed to indemnify Stephens against certain claims and liabilities that could arise out of Stephens’ engagement, including certain liabilities that could arise out of Stephens’ providing its fairness opinion.

Except as disclosed herein, Stephens has not received fees for providing investment banking services to either First IC or MetroCity within the past two years. Stephens expects to pursue future investment banking services assignments with participants in the proposed merger.

In the ordinary course of its business, Stephens and its affiliates and employees at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the proposed merger.

Certain Unaudited Prospective Financial Information

Prospective Financial Information Regarding First IC

In performing its financial analysis with respect to First IC, Stephens used the following prospective financial information regarding First IC: estimated earnings per share for the Company of $2.56 for the year ending 2025 with 10.0% asset growth and a consistent return on average assets in 2026 and thereafter.

The following table presents certain unaudited prospective financial information regarding First IC on a stand-alone basis from January 1, 2025 through December 31, 2030, which Stephens used in its discounted cash flow and relevant public company analyses in connection with developing its fairness opinion.

	Full Year Projections Ended
	12/31/2025			12/31/2026			12/31/2027			12/31/2028			12/31/2029			12/31/2030
Net Income ($000s)		$	23,215		$	25,838		$	28,422		$	31,264		$	34,391		$	37,830
Earnings per Share		$	2.56		$	2.85		$	3.13		$	3.45		$	3.79		$	4.17
Total Assets ($000s)		$	1,344,397		$	1,478,837		$	1,626,721		$	1,789,393		$	1,968,332		$	2,165,165

The foregoing prospective financial information regarding First IC was provided to Stephens by the executive management team of Fist IC and was approved by First IC for use by Stephens in connection with developing its fairness opinion.

Prospective Financial Information Regarding MetroCity

In performing its financial analysis with respect to MetroCity, Stephens used the following prospective financial information regarding MetroCity: (i) estimated annual asset growth rate of 3.5% in 2025, 2.3% in 2026 and 5.0% in 2027 and thereafter; and (ii) estimated net income available to the MetroCity’s shareholders of $64.9 million for the year ending 2025 and $65.7 million for the year ending 2026, with return on average assets gradually improving thereafter.

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The following table presents certain unaudited prospective financial information for MetroCity for the years ending 2025 through 2030.

	Full Year Projections Ended
	12/31/2025			12/31/2026			12/31/2027			12/31/2028			12/31/2029			12/31/2030
Net Income ($000s)		$	64,911		$	65,658		$	69,251		$	73,943		$	78,932		$	82,878
Earnings per Share		$	2.52		$	2.55		$	2.69		$	2.87		$	3.06		$	3.22
Total Assets ($000s)		$	3,721,502		$	3,808,859		$	3,999,302		$	4,199,267		$	4,409,230		$	4,629,692

The foregoing prospective financial information regarding MetroCity was provided to Stephens by the executive management team of First IC and was approved by First IC for use by Stephens in connection with developing its fairness opinion.

Board Composition and Management of MetroCity After the Merger

Board of Directors of MetroCity

The members of the board of directors of MetroCity immediately prior to the effective time of the merger will be the members of the board of directors of MetroCity after the effective time.

Executive Officers of MetroCity

The executive officers of MetroCity immediately prior to the effective time of the merger will be the executive officers of MetroCity after the effective time.

Information regarding the executive officers and directors of MetroCity is contained in documents filed by MetroCity with the SEC and incorporated by reference into this proxy statement/prospectus, including MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024 and its definitive proxy statement on Schedule 14A for its 2025 annual meeting, filed with the SEC on March 10, 2025, and April 15, 2025, respectively. See “Where You Can Find More Information” beginning on page 142 and “Additional Information” in the forepart of this document.

Interests of First IC’s Directors and Executive Officers in the Merger

In considering the recommendation of the First IC board of directors that you vote to approve the merger agreement, you should be aware that some of the executive officers and directors of First IC may have interests in the merger and may have arrangements, as described below, that are different from, or in addition to, those of First IC shareholders generally. First IC’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and in recommending that First IC shareholders vote in favor of the merger proposal. See “The Merger — Background of the Merger” and “The Merger — First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors.” First IC’s shareholders should take these interests into account in deciding whether to vote “FOR” the First IC merger proposal.

Change in Control Agreements and Payments

First IC is currently party to change in control severance agreements with each of Dong Wook Kim (President and Chief Executive Officer), Edward Briscoe (Chief Financial Officer and Chief Operating Officer), and Dong Won Shin (SVP, Controller and Secretary), pursuant to which each of such executive officers will receive upon closing of the merger change of control payments equal to approximately $2,957,428.38, $1,591,192.86, and $1,228,659.18, respectively. In March 2025, each of Messrs. Kim, Briscoe and Shin entered into an amendment to his respective change-in-control severance agreement to provide that if the payments to the executive would be “parachute payments” subject to an excise tax imposed by Section 4999 of the Code, then such payments would be limited to the greatest amount that may be paid to the executive to avoid being subject to the excise tax imposed by Section 4999 of the Code.

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Treatment of First IC Equity Awards

At the effective time of the merger, each stock option granted under First IC’s equity-based compensation plans, whether vested or unvested, which is outstanding immediately prior to the effective time of the merger and which has not been exercised or canceled prior thereto, will fully vest and be cancelled at the effective time of the merger. Within five business days after the closing date of the merger, MetroCity will pay to the holders of such stock options cash in an amount equal to the product of (i) the number of shares of First IC common stock provided for in each such stock option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration over (y) the exercise price of the stock option. The cash payment will be made without interest and will be net of all applicable withholding taxes. Any stock option for which the exercise price of such stock option exceeds the per share cash equivalent consideration will be cancelled at the effective time of the merger without payment. Mr. Briscoe holds options to acquire 5,358 shares of First IC common stock at an exercise price of $3.27 per share. No other executive officer of First IC holds stock options.

Indemnification and Insurance

As described under “The Merger Agreement — Indemnification and Directors’ and Officers’ Insurance,” from and after the effective time of the merger, MetroCity will indemnify and hold harmless the present and former directors, officers and employees of First IC and its subsidiaries by reason of his or her serving in such capacity against claims pertaining to matters occurring at or prior to the closing of the merger, including in connection with the merger agreement or the transactions or actions it contemplates, to the full extent permitted by the governing documents of First IC and its subsidiaries and as permitted by applicable law. In addition, MetroCity also has agreed to pay the aggregate premiums for an extension of First IC’s existing directors’ and officers’ insurance policies, in each case for a claims reporting or discovery period of six years from and after the effective time with terms, conditions, retentions, and limits of liability that are at least as favorable to the indemnified parties thereunder as First IC’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of First IC or any of its subsidiaries. MetroCity will not be required to expend for the tail insurance an aggregate premium amount in excess of 250% of the current annual premiums paid by First IC for such insurance.

Trading Markets and Dividends

MetroCity

MetroCity’s common stock is listed for trading on Nasdaq under the symbol “MCBS” and will continue to be listed under that symbol following the merger. Under the terms of the merger agreement, MetroCity will cause the shares of common stock to be issued to First IC shareholders in the merger to be approved for listing on Nasdaq.

The following table sets forth the closing sale prices of MetroCity common stock as reported on Nasdaq on March 14, 2025, the last full trading day before the public announcement of the merger agreement, and on [•], 2025, the latest practicable trading date before the date of this proxy statement/prospectus.

Date	Closing Price of MetroCity Common Stock			Stock Consideration(1)	Per Share Stock Consideration(2)	Implied Value of Per Share Stock Consideration(1)			Cash Consideration(3)			Per Share Cash Consideration(3)			Implied Value of Per Share Merger Consideration(3)
March 14, 2025(4)		$	27.78	3,384,588 shares	0.3732 shares		$	10.37		$	110,597,213		$	12.19		$	22.56
[•], 2025(5)		$	[•]	3,384,588 shares	0.3732 shares		$	[•]			110,597,213		$	12.19		$	[•]

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(1)

(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

(3)

(4)

The last full trading day before public announcement of the merger agreement.

(5)

The latest practicable trading day before the date of this document.

First IC

As of [•], 2025, there were [•] shares of First IC common stock, $5.00 par value per share, outstanding, which were held by approximately [•] holders of record.

First IC’s common stock is quoted on the OTC Expert Market under the symbol “FIEB.” First IC’s common stock has traded only sporadically and in limited volume. Quotations on the OTC Expert Market reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions, and do not necessarily reflect the intrinsic or market values of the common stock. The OTC Markets Group, Inc. is an electronic, screen-based market which imposes considerably less stringent listing standards than the NASDAQ Capital Market. The following table sets forth the high and low reported intraday sales prices per share of First IC common stock for the period indicated:

Date	High			Low
2025
First Quarter		$	17.25		$	9.25
2024
First Quarter		$	7.25		$	6.50
Second Quarter		$	7.75		$	7.05
Third Quarter		$	9.00		$	7.50
Fourth Quarter		$	9.30		$	8.90
2023
First Quarter		$	8.25		$	7.10
Second Quarter		$	7.10		$	4.75
Third Quarter		$	6.50		$	5.60
Fourth Quarter		$	6.50		$	5.60

Under the merger agreement, First IC is prohibited from paying any dividend or distribution to its shareholders before the effective time of the merger, other than dividends paid in the ordinary course of business and consistent with past practices, without the prior written consent of MetroCity. First IC’s ability to pay dividends is also subject to state and federal laws and regulations.

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The following table sets forth the dividends paid by First IC per share on the First IC common stock during 2024 and 2023.

	Cash Dividends Per Share
2024
First Quarter		$	1.00
Second Quarter		$	—
Third Quarter		$	—
Fourth Quarter		$	—
2023
First Quarter		$	1.00
Second Quarter		$	—
Third Quarter		$	—
Fourth Quarter		$	—

MetroCity’s Dividend Policy

It has been the policy of MetroCity to pay quarterly dividends to holders of its common stock. MetroCity has paid quarterly dividends to its shareholders in amounts up to 40% of its net income over the past eleven years. MetroCity has no obligation to pay dividends and MetroCity may change its dividend policy at any time without notice to its shareholders. Any future determination to pay dividends to holders of MetroCity common stock will depend on its results of operations, financial condition, capital requirements, banking regulations, contractual restrictions and any other factors that the MetroCity board of directors may deem relevant.

Under the laws of the State of Georgia, we, as a business corporation, MetroCity may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in MetroCity’s Articles of Incorporation, or unless, after payment of the dividend, MetroCity would not be able to pay its 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, MetroCity is also subject to federal regulatory capital requirements that effectively limit the amount of cash dividends that it may pay.

The primary sources of funds for MetroCity’s payment of dividends to its shareholders are cash on hand and dividends from the Metro City Bank. Various federal and state statutory provisions and regulations limit the amount of dividends that the Metro City Bank and MetroCity’s non-bank subsidiaries may pay. Under the regulations of the GA DBF, Metro City Bank, as a Georgia bank, must have approval of the GA DBF to pay cash dividends if, at the time of such payment:

•

the ratio of Tier 1 capital to average total assets is less than 6 percent;

•

the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50 percent of its net after-tax profits before dividends for the previous calendar year; or

•

its total adversely classified assets in its most recent regulatory examination exceeded 80 percent of its Tier 1 capital plus its allowance for loan and lease losses.

The Georgia Financial Institutions Code contains restrictions on the ability of a Georgia bank to pay dividends other than from retained earnings without the approval of the GA DBF. As a result of the foregoing restrictions, the Metro City Bank may be required to seek approval from the GA DBF to pay dividends.

In addition, GA DBF and Metro City Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal bank regulatory authority may prohibit the payment of dividends where it has determined that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The FDIC and the Federal Reserve have indicated that paying dividends

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that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice. The FDIC and the Federal Reserve have each indicated that depository institutions and their holding companies should generally pay dividends only out of current operating earnings. Prior approval by the FDIC is required if the total of all dividends declared by a bank in any calendar year exceeds the bank’s profits for that year combined with its retained net profits for the preceding two calendar years.

Under a Federal Reserve policy adopted in 2009, the board of directors of a bank holding company must consider different factors to ensure that its dividend level is prudent relative to maintaining a strong financial position, and is not based on overly optimistic earnings scenarios, such as potential events that could affect its ability to pay, while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company’s dividends if:

•

its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;

•

its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or

•

it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

For additional information about the regulatory restrictions and limitations on both MetroCity and Metro City Bank with respect to the payment of dividends, see the sections entitled “Business — Regulation and Supervision — Regulation of the Company — Payment of Dividends” in MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference into this proxy statement/prospectus.

Restrictions on Resale of MetroCity Common Stock

The shares of MetroCity common stock to be issued in connection with the merger will be registered under the Securities Act, and will be freely transferable, except for shares issued to any shareholder who may be deemed to be an “affiliate” of MetroCity for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates of MetroCity include individuals or entities that control, are controlled by, or are under common control with MetroCity and may include the executive officers, directors and significant shareholders of MetroCity.

Dissenters’ Rights

The following discussion is not a complete description of the law relating to rights of dissent and appraisal available under Georgia law. This description is qualified in its entirety by the full text of the relevant provision of the GBCC, which is reprinted in its entirety as Annex E to this proxy statement/prospectus. If you desire to exercise your dissenters’ rights of appraisal, you should review carefully the GBCC and are urged to consult a legal advisor before electing or attempting to exercise these rights.

First IC shareholders who are entitled to vote on the merger have a right to demand payment in cash of the “fair value” of their shares of First IC common stock in accordance with the procedures established by Georgia law. Shareholders who receive a fair value cash payment will not be entitled to receive any shares of MetroCity common stock offered in the merger. Title 14, Chapter 2, Article 13 of the GBCC sets forth the rights of First IC shareholders who wish to demand fair value payments for their shares. The following is a summary of the material terms of the statutory procedures to be followed by a First IC shareholder to perfect appraisal rights under the GBCC. Shareholders who do not properly follow appraisal rights procedures will receive the merger consideration provided under the merger agreement if the merger is affected. A copy of the applicable provisions of the GBCC is attached as Annex E to this proxy statement/prospectus.

How to exercise and perfect the right to dissent

A holder of First IC common stock electing to exercise dissenters’ rights must deliver to First IC a written notice of dissent stating that he or she intends to demand payment for his or her shares of First IC common stock if the merger is consummated. This notice must be sent before the vote is taken. The dissenting

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shareholder must not vote, or cause or permit to be voted, any of his or her shares of First IC common stock in favor of the First IC merger proposal. If the dissenting shareholder fails to comply with these requirements, he or she will not be entitled to dissenters’ rights. The “fair value” of the shares as defined above is determined using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the merger and without discounting for lack of marketability or minority status. It should be noted that investment banker opinions as to the fairness from a financial point of view of the consideration payable in a transaction such as the merger are not opinions as to, and do not address, “fair value” under the GBCC.

Within 10 days after the effective time of the merger, MetroCity, as surviving corporation of the merger, will give written notice of the effective date of the merger by certified mail to each shareholder who filed a written notice of dissent. The notice will: (i) state where demand for payment must be sent and where and when share certificates, if any, must be deposited; (ii) inform holders of uncertified shares to what extent transfer of the shares will be restricted after the payment demand is received; (iii) set a date by which MetroCity must receive the demand for payment, which date may not be fewer than 30 nor more than 60 days after the date the notice is delivered; and (iv) be accompanied by a copy of Title 14, Chapter 2, Article 13 of the GBCC.

Within the time period set forth in the notice, the dissenting shareholder must demand payment and deposit his or her certificates in accordance with the notice sent by MetroCity. A record shareholder who demands payment and deposits his or her shares in accordance with the notice retains all other rights of a shareholder until such rights are canceled or modified by the consummation of the merger. A record shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the notice, is not entitled to payment for his or her shares under the GBCC.

Within 10 days of the later of the date the consummation of the merger or receipt of a payment demand, MetroCity shall by notice to each dissenter from whom a payment demand was properly received, offer to pay to such dissenter the amount MetroCity estimates to be the fair value of his or her shares, plus accrued interest. The offer of payment must be accompanied by: (i) MetroCity’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders’ equity for that year, and the latest available interim financial statements, if any; (ii) a statement of MetroCity’s estimate of the fair value of the shares; (iii) an explanation of how the interest was calculated; (iv) a statement of the dissenter’s right to demand payment of his or her own estimate of the fair value of the shares and amount of interest due; and (v) a copy of Title 14, Chapter 2, Article 13 of the GBCC. If the shareholder accepts the offer by written notice to MetroCity within 30 days after MetroCity’s offer, or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the consummation of the merger, whichever is later.

A dissenter may notify MetroCity in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of such estimate of the fair value of his or her shares and interest due, if: (i) the dissenter believes that the amount offered is less than the fair value of his or her shares or that the interest due is incorrectly calculated; or (ii) MetroCity, having failed to consummate the merger, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment. If a dissenter’s demand for payment of such dissenter’s estimate of fair value remains unsettled, MetroCity must commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If MetroCity does not commence the proceeding within the 60-day period, it must pay each dissenter whose demand remains unsettled the amount demanded. MetroCity must make all dissenters, whether or not residents of the State of Georgia, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their shares. MetroCity must serve a copy of the petition in the proceeding upon each dissenting shareholder who is a resident of the State of Georgia in the manner provided by law for the service of a summons and complaint, and upon each nonresident dissenting shareholder either by registered or certified mail or statutory overnight delivery or by publication, or in any other manner permitted by law. Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his shares, plus interest to the date of judgment.

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The court in an appraisal proceeding will determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court will assess the costs against MetroCity, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment of such dissenter’s own estimate of fair value. The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable: (i) against MetroCity and in favor of any or all dissenters if the court finds MetroCity did not substantially comply with the requirements of the GBCC with respect to dissenters’ rights; or (ii) against either MetroCity or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by the GBCC. If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

If you do not follow the prescribed procedures, you will not be entitled to dissenters’ rights with respect to your shares. Because of the complexity of the procedures necessary to exercise dissenters’ rights of appraisal, any shareholder wishing to exercise the right to appraisal should consult with his, her or its own legal counsel.

Regulatory Approvals Required for the Merger

Federal Reserve Board

The merger of First IC with MetroCity must be approved by the Federal Reserve under Section 3 of the Bank Holding Company Act of 1956, or the BHC Act, and its implementing regulations, unless the Federal Reserve waives the application requirements of the BHC Act. MetroCity requested such a waiver on April 29, 2025.

If the Federal Reserve does not grant the requested waiver, the Federal Reserve will consider a number of factors when acting on applications under Section 3 of the BHC Act (12 U.S.C. § 1842(c)) and Section 225.13 of Regulation Y (12 C.F.R. § 225.13). These factors include the financial condition of the holding companies and banks involved and the future prospects of the combined organization (including consideration of the current and projected capital positions and the levels of indebtedness) and the managerial resources (including the competence, experience, and integrity of the officers, directors, and principal shareholders, as well as their record of compliance with laws and regulations). The Federal Reserve also considers the effectiveness of the applicant in combating money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

Federal Deposit Insurance Corporation

The merger of First IC Bank with and into Metro City Bank must be approved by the FDIC under the Federal Deposit Insurance Act (12 U.S.C. 1828(c)), commonly known as the Bank Merger Act. An application for approval of the bank merger was filed with the FDIC on April 29, 2025. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers: (1) the competitive impact of the transaction; (2) financial and managerial resources of the banks party to the bank merger or mergers; (3) the convenience and needs of the community to be served and the record of the banks under the Community Reinvestment Act; (4) the banks’ effectiveness in combating money-laundering activities; and (5) the extent to which the bank merger or mergers would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. MetroCity and First IC are not aware of any reason why the FDIC would fail to approve the merger. In connection with its review, the FDIC will provide an opportunity for public comment on the application for the bank merger and is authorized to hold a public meeting or other proceeding if they determine that would be appropriate.

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Georgia Department of Banking and Finance

The merger of First IC Bank into Metro City Bank requires the approval of the GA DBF pursuant to §7-1-534 of the Financial Institutions Code of Georgia. Under Georgia law, the GA DBF will conduct such investigation as it may deem necessary to ascertain whether: (i) the articles of merger and supporting information satisfies the requirements of Financial Institutions Code of Georgia, (ii) the bank merger agreement and any modification thereof adequately protect the interests of depositors, other creditors, and shareholders, (iii) the requirements to consummate the bank merger under all applicable laws have been satisfied and Metro City Bank as the resulting bank would satisfy the requirements under Georgia law; and (iv) the bank merger is consistent with adequate and sound banking or fiduciary practice and in the public interest on the basis of: (a) the financial history and condition of Metro City Bank and First IC Bank, (b) the proposed business plan of Metro City Bank as the surviving bank, and (3) the character of Metro City Bank’s management. An application for approval of the merger and the bank merger was filed with the GA DBF on April 29, 2025.

The U.S. Department of Justice has between 15 and 30 days following approvals by the Federal Reserve and FDIC to challenge the approval on antitrust grounds. While MetroCity and First IC do not know of any reason that the Department of Justice would challenge regulatory approval by the Federal Reserve and FDIC and believe that the likelihood of such action is remote, there can be no assurance that the Department of Justice will not initiate such a proceeding, or if such a proceeding is initiated, as to the result of any such challenge.

Notifications and/or applications requesting approval of the merger, or other transactions contemplated by the merger agreement, may be submitted to various other federal and state regulatory authorities and self-regulatory organizations.

The approval of any notice or application merely implies satisfaction of regulatory criteria for approval, and does not include review of the merger from the standpoint of the adequacy of the consideration to be received by, or fairness to, shareholders. Regulatory approval does not constitute an endorsement or recommendation of the proposed merger.

MetroCity and First IC are not aware of any material governmental approvals or actions that are required prior to the parties’ completion of the merger other than those described in this proxy statement/prospectus. If any additional governmental approvals or actions are required, the parties presently intend to seek those approvals or actions. However, the parties cannot assure you that any of these additional approvals or actions will be obtained.

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THE MERGER AGREEMENT

The following describes certain aspects of the merger, including certain material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Structure of the Merger

Each of the boards of directors of MetroCity and First IC has unanimously approved the merger agreement. Under the merger agreement, First IC will merge with and into MetroCity, with MetroCity continuing as the surviving entity. Following the merger, First IC Bank, First IC’s wholly-owned banking subsidiary, will merge with and into Metro City Bank, MetroCity’s wholly-owned banking subsidiary.

Merger Consideration

If the merger agreement is approved and the merger is completed, all of the shares of First IC common stock, other than shares of First IC common stock held by First IC or MetroCity or dissenting shares, issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, in the aggregate, (i) $111,965,213 in cash, and (ii) 3,384,588 shares of MetroCity common stock, each subject to adjustment as described in the merger agreement and herein. An illustration of the value of the per share merger consideration as of (i) the last trading date prior to the announcement of the merger, and (ii) the latest practicable trading date before the date of this proxy statement/prospectus is reflected in the following table:

Date	Closing Price of MetroCity Common Stock			Stock Consideration(1)	Per Share Stock Consideration(2)	Implied Value of Per Share Stock Consideration(1)			Cash Consideration(3)			Per Share Cash Consideration(3)			Implied Value of Per Share Merger Consideration(3)
March 14, 2025(4)		$	27.78	3,384,588 shares	0.3732 shares		$	10.37		$	110,597,213		$	12.19		$	22.56
[•], 2025(5)		$	[•]	3,384,588 shares	0.3732 shares		$	[•]			110,597,213		$	12.19		$	[•]

(1)

(2)

Calculated based on 9,070,161 shares of First IC common stock issued and outstanding as of March 16, 2025. Also assumes there are no dissenting shares.

(3)

(4)

The last full trading day before public announcement of the merger agreement.

(5)

The latest practicable trading day before the date of this document.

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aggregate number of shares of First IC common stock issued and outstanding immediately prior to the effective time of the merger, rounded to the nearest cent. First IC’s transaction costs include, among others: (i) the costs, fees, expenses and commissions payable to any broker, finder, financial advisor or investment banking firm in connection with the merger agreement or the merger; (ii) the amount of all legal and accounting fees and other expenses incurred in connection with the negotiation, execution or performance of the merger agreement or the consummation of the transactions contemplated thereby; (iii) the costs, fees, expenses, contract payments, penalties or liquidated damages paid or accrued in connection with the termination of contracts by First IC or First IC Bank, including any and all expenses charged by First IC or First IC Bank’s service, software or technology company providers or vendors, including for deconversion and release of records, electronic or otherwise; (iv) any payments to be made pursuant to any existing employment, change in control, salary continuation, deferred compensation or other similar agreements or arrangements or severance, noncompetition, retention or bonus arrangements between First IC or First IC Bank and any other person and in excess of the applicable amount accrued for any such payment in accordance with GAAP; (v) payroll or other similar tax required to be expensed in connection with any payments or benefits described in clause (iv); (vi) any cost to terminate and liquidate any of First IC or First IC Bank’s benefit plans and to pay all related expenses and fees, including expenses and fees associated with any governmental filings in connection with such termination; (vii) the amount of all unaccrued and unpaid taxes which are due and owing as a result of unbudgeted, missed, incomplete, or past due payments, including all penalties and interest thereon; and (viii) such other amounts as are agreed upon by MetroCity and First IC.

In addition, if (i) the average closing price of MetroCity common stock is less than 80% of the average initial price of MetroCity common stock and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price). Although the number of shares of MetroCity common stock that First IC shareholders will receive for each share of First IC common stock they own is fixed, the market value of the merger consideration will fluctuate with the market price of MetroCity common stock. Stock price changes may result from a variety of factors that are beyond the control of MetroCity and First IC, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the First IC shareholder meeting, First IC shareholders will not know the precise market value of the merger consideration they may receive at the effective time of the merger. First IC shareholders should obtain current sale prices for shares of MetroCity common stock before voting their shares at the First IC shareholder meeting.

Anti-Dilutive Adjustments

The consideration to be received by First IC shareholders is subject to an anti-dilutive adjustment only if the number of shares of MetroCity common issued and outstanding prior to the effective time are changed, or exchanged for a different number of kind of shares or securities, in any such case as a result of a stock split, reverse stock split, stock dividend, recapitalization, reclassification, or similar transaction. In that case, an appropriate and proportionate adjustment will be made to the merger consideration to give holders of First IC common stock the same economic effect as contemplated by the merger agreement prior to such event; provided, however, that no adjustment will be made with respect to MetroCity common stock if (i) MetroCity issues additional shares of MetroCity common stock and receives consideration for such shares (including, without limitation, upon the exercise of outstanding stock options or other equity awards) or (ii) MetroCity issues employee or director stock grants or similar equity awards pursuant to a MetroCity benefit plan in existence as of March 16, 2025.

Fractional Shares

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will receive an amount in cash (without interest) determined by multiplying (1) the fractional share interest to which such shareholder would otherwise be entitled to receive by (2) the volume-weighted average of the closing price per share of MetroCity common stock as reported on Nasdaq during the ten (10) consecutive trading days ending on the third (3rd) trading day prior to closing (rounded to the nearest whole cent as provided by Bloomberg L.P.).

Treatment of First IC Equity Awards

At the effective time of the merger, each stock option granted under First IC’s equity-based compensation plans, whether vested or unvested, which is outstanding immediately prior to the effective time of the merger and which has not been exercised or canceled prior thereto, will fully vest and be cancelled at the effective time of the merger. Within five business days after the closing date of the merger, MetroCity will pay to the holders of such stock options cash in an amount equal to the product of (i) the number of shares of First IC common stock provided for in each such stock option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration over (y) the exercise price of such stock option. The cash payment will be made without interest and will be net of all applicable withholding taxes. Any stock option for which the exercise price per share of First IC common stock provided for in such stock option exceeds the per share cash equivalent consideration will be cancelled at the effective time of the merger without payment. The cash consideration will be reduced on a dollar for dollar basis in an amount equal to any cash payment paid pursuant to these awards.

Closing and Effective Time

The effective time of the merger will be the date and time specified in the certificate of merger filed with the Georgia Secretary of State. It currently is anticipated that the merger will be completed in the fourth quarter of 2025, subject to the receipt of regulatory approvals and the satisfaction of other closing conditions set forth in the merger agreement, but neither MetroCity nor First IC can guarantee when or if the merger will be completed. See “The Merger agreement — Conditions to Complete the Merger” beginning on page 86.

Organizational Documents of the Surviving Company

The Restated Articles of Incorporation and the Restated Bylaws of MetroCity in effect immediately prior to the effective time of the merger will be the articles of incorporation and bylaws of the surviving company following consummation of the merger.

Conversion of Shares; Exchange of Certificates

Exchange Procedures

Prior to the effective time of the merger, MetroCity will cause to be delivered to the exchange agent certificates representing the shares of MetroCity common stock, or evidence of the shares in book entry form, to be issued in the merger. In addition, MetroCity will deliver to the exchange agent an aggregate amount of cash equal to the amount of cash consideration plus an estimated amount of cash payable in lieu of fractional shares of MetroCity common stock.

The conversion of First IC common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. For shares of First IC common stock held in book entry form, MetroCity will establish procedures for delivery which are be reasonably acceptable to First IC.

As promptly as practicable after the effective time, and in any event within five business days thereafter, the exchange agent will mail to each First IC shareholder of record at the effective time of the merger who did not previously surrender his or her First IC stock certificates, a letter of transmittal and instructions for use in surrendering the shareholder’s First IC stock certificates. When First IC shareholders deliver their First IC stock certificates to the exchange agent along with a properly completed and duly executed letter of transmittal and any other required documents, their First IC stock certificates will be cancelled and in exchange they will receive:

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evidence of shares in book entry form representing the number of whole shares of MetroCity common stock that they are entitled to receive under the merger agreement;

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a check or wire transfer representing that amount of cash to which the former holder of First IC common stock became entitled pursuant to the merger agreement; and/or

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a check or wire transfer representing the amount of cash that they are entitled to receive in lieu of fractional shares, if any.

No interest will be paid or accrued on the cash consideration or any cash payable in lieu of fractional shares of MetroCity common stock. Any portion of the merger consideration that remains unclaimed by former First IC shareholders one year after the effective time of the merger shall, subject to applicable abandoned property, escheat or similar laws, be paid to MetroCity, or its successor in interest.

MetroCity will issue shares of MetroCity common stock in book entry form and a check or wire transfer for the cash consideration and any cash in lieu of a fractional share in a name other than the name in which a surrendered First IC stock certificate is registered only if the exchange agent is presented with all documents required to show and effect the unrecorded transfer of ownership, together with evidence that any applicable stock transfer taxes have been paid.

At the effective time of the merger, and until surrendered as described above, each certificate formerly representing shares of First IC common stock will be deemed for all purposes to represent only the right to receive the merger consideration to be paid pursuant to the merger agreement and cash in lieu of any fractional shares. If a certificate for First IC common stock has been lost, stolen or destroyed, the exchange agent will issue the merger consideration allocable to such certificate deliverable in respect of MetroCity common stock represented by such certificate upon receipt of (1) an affidavit of that fact by the claimant and (2) if required by MetroCity or the exchange agent, the posting of a bond in an amount as MetroCity or the exchange agent may direct as indemnity against any claim that may be made against the surviving entity or First IC with respect to such certificate. After the effective time, there will be no transfers on the share transfer books of First IC of shares of First IC common stock that were outstanding immediately before such time.

Dividends and Distributions

First IC shareholders are not entitled to receive any dividends or other distributions on MetroCity common stock with a record date after the closing date of the merger until they have surrendered their First IC stock certificates in exchange for an MetroCity stock certificate representing the shares of MetroCity common stock they are entitled to receive (or evidence of the shares in book entry form). After the surrender of their First IC stock certificates, First IC shareholders of record will be entitled to receive any dividend or other distribution, without interest, which had become payable with respect to their MetroCity common stock and any unpaid dividend with respect to their First IC common stock with a record date that is prior to the effective time.

Withholding

MetroCity (through the exchange agent) will be entitled to deduct and withhold, from any amounts otherwise payable under the merger agreement to any holder of First IC common stock, the amounts it is required to deduct and withhold under applicable law, provided that MetroCity and the exchange agent will make reasonable efforts to provide notice to any person subject to such deduction or withholding and will provide such person with a reasonable opportunity to mitigate such deduction or withholding. Any such amounts deducted and withheld, and timely remitted to any government authority responsible for assessment or collection of taxes, will be treated for all purposes of the merger agreement as having been paid to the holder from whom they were withheld.

Tax Adjustment

Notwithstanding anything in the merger agreement to the contrary, to preserve the status of the merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code, if the value of the stock consideration based upon the closing price of the MetroCity common stock for the ten consecutive

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trading days ending on the third (3rd) trading day immediately preceding the closing date would be less than forty percent (40%) of the sum of (i) the cash consideration, (ii) the stock consideration, and (iii) any other amounts that would be considered “boot” received by the First IC shareholders for purposes of Section 368(a) of the Code, then the exchange ratio will be increased with a corresponding decrease to the cash consideration so that the stock consideration is equal to forty percent (40%) of the sum of (i) the cash consideration, (ii) the stock consideration, and (iii) any other amounts that would be considered “boot” received by the First IC shareholders for purposes of Section 368(a) of the Code, without changing the aggregate value of the merger consideration. Any adjustments to the cash consideration (including any cash dividend) resulting from First IC’s transaction costs exceeding $12,500,000 as of the close of business on the third (3rd) business day preceding the closing date of the merger will be subject to this tax adjustment as well if necessary to preserve the status of the merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code.

Representations and Warranties

The merger agreement contains customary representations and warranties of MetroCity and First IC relating to their respective businesses that are made as of the date of the merger agreement and as of the closing date of the merger. The representations and warranties of each of MetroCity and First IC have been made solely for the benefit of the other party, and these representations and warranties should not be relied on by any other person. In addition, these representations and warranties:

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have been qualified by information set forth in confidential disclosure schedules in connection with signing the merger agreement — the information contained in these schedules modifies, qualifies and creates exceptions to the representations and warranties in the merger agreement;

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will not survive consummation of the merger;

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may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the merger agreement if those statements turn out to be inaccurate;

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are in some cases subject to a materiality standard described in the merger agreement which may differ from what may be viewed as material by you; and

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were made only as of the date of the merger agreement or such other date as is specified in the merger agreement.

You should not rely on the representations, warranties, covenants or any description thereof as characterizations of the actual state of facts or condition of MetroCity, First IC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by MetroCity or First IC. The representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus.

The merger agreement contains customary representations and warranties made by First IC and First IC Bank to MetroCity and MetroCity Bank and by MetroCity and MetroCity Bank to First IC and First IC Bank relating to a number of matters, including the following:

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corporate matters, including due organization, standing and qualification;

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capital stock;

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power and authority to execute and deliver the merger agreement;

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the absence of conflicts with, or violations of, organizational documents, or other obligations as a result of the merger;

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the filing of regulatory reports and internal controls;

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the absence of agreements with regulatory agencies or investigations by regulatory agencies;

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governmental filings and regulatory approvals and consents necessary to complete the merger;

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financial statements and the absence of undisclosed liabilities;

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absence of certain changes or events;

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compliance with applicable laws;

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regulatory capitalization;

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loans, and in the case of First IC, non-performing and classified assets;

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CRA and anti-money laundering requirements;

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legal proceedings;

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broker’s fees payable in connection with the merger;

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employee benefit matters;

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labor and employment matters;

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tax matters;

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allowance and impairment;

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anti-takeover provisions;

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information security; and

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questionable payments.

In addition, First IC has made other representations and warranties about itself and its subsidiaries to MetroCity and MetroCity Bank as to:

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organization and ownership of subsidiaries;

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matters relating to certain material contracts;

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investment securities, borrowings and deposits;

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derivative transactions;

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investment management;

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repurchase agreements;

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transactions with affiliates and insiders;

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tangible properties and assets;

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environmental matters;

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intellectual property;

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insurance;

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SEC Status;

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mortgage loan matters;

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SBA matters;

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administration of trust and fiduciary accounts;

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dissenting shareholders;

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indemnification; and

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the accuracy of information supplied for inclusion in this document and other similar documents.

The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by MetroCity and First IC, respectively, and (ii) qualified by the reports of MetroCity filed with the SEC during the time since December 31, 2022 through the time prior to the execution and delivery of the merger agreement (excluding, in each case, any risk factor disclosures in the risk factor section or any “forward-looking

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statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature).

Definition of “Material Adverse Effect”

Certain representations and warranties of MetroCity and First IC are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, a “material adverse effect,” when used in reference to either First IC, MetroCity or MetroCity as the surviving entity in the merger, means any effect, circumstance, occurrence or change (i) that is material and adverse to the financial position, results of operations, or business of such entity and its subsidiaries, taken as a whole, or (ii) which does or would materially impair the ability of such entity to perform its obligations under the merger agreement.

However, with respect to clause (i), a material adverse effect will not be deemed to include the impact of:

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changes, after the date of the merger agreement, in laws or interpretations of laws by governmental authorities;

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changes, after the date of the merger agreement, in GAAP or regulatory accounting requirements applicable to banks or bank holding companies generally;

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changes, after the date of the merger agreement, in general economic or capital market conditions affecting financial institutions or their market prices generally, including, but not limited to, changes in levels of interest rates generally;

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the effects of the expenses incurred by First IC or MetroCity or their respective affiliates in negotiating, documenting, effecting, and consummating the transactions contemplated by the merger agreement;

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any action or omission required by the merger agreement or taken, after the date of the merger agreement, by First IC with the prior written consent of MetroCity, and vice versa, or as otherwise expressly permitted or contemplated by the merger agreement or at the written direction of MetroCity;

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the public announcement of the merger agreement or the pendency of the transactions contemplated under the merger agreement (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, lessors or employees);

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changes, after the date hereof, in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States;

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natural disasters, pandemics (including the outbreaks, epidemics or pandemics relating to SARS-CoV-2 or COVID-19, and the governmental and other responses thereto) or other force majeure events;

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a failure, in and of itself, to meet earnings projections or internal financial forecasts or any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, but not including any underlying causes thereof;

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employee departures or terminations after announcement of the merger agreement;

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a decline in the trading price of MetroCity common stock (subject to the 20% price protection discussed elsewhere in this proxy statement/prospectus);

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impact arising from information previously disclose; or

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impact of the merger agreement and the transactions on relationships with customers or employees.

However, with respect to the first, second, third, seventh or eighth bulleted items described above, to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate.

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Covenants and Agreements

Conduct of Business Prior to the Completion of the Merger

From the date of the merger agreement until the effective time (or earlier termination of the merger agreement), except as expressly contemplated or permitted by the merger agreement, as required by applicable law or with the prior written consent of MetroCity, First IC will use commercially reasonable efforts to (a) carry on its business in the ordinary course consistent with past practice (b) preserve its business organization intact, (c) keep available to itself and MetroCity the present services of the current officers and employees of First IC and its subsidiaries and (d) preserve for itself and MetroCity the goodwill of the customers of First IC and others with whom business relationships exist.

Additionally, prior to the effective time (or earlier termination of the merger agreement), except as expressly contemplated or permitted by the merger agreement, or with the prior written consent of MetroCity (which consent shall not be unreasonably withheld, conditioned or delayed), and subject to additional specified exceptions, First IC will not, and will not permit any of its subsidiaries to:

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issue, sell, grant or otherwise permit to become outstanding, or authorize the creation of, or enter into an agreement with respect to the foregoing, any additional shares of common stock, except pursuant to stock options or stock-based awards outstanding as of the date of the merger agreement and, accelerate the vesting of any rights to acquire shares of common stock, or change the number of, or provide for the exchange of, shares of First IC common stock, any securities convertible into or exchangeable for any additional shares of stock, any rights issued and outstanding prior to the effective date of the merger as a result of a stock split, stock dividend, recapitalization, reclassification, or similar transaction with respect to its outstanding stock or any other such securities;

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make, declare, set aside or pay any dividends (other than annual dividends in the ordinary course of business) or distributions in respect of any shares of its capital stock, other than dividends paid by any of the wholly owned subsidiaries of First IC to First IC or to any of its wholly owned subsidiaries;

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enter into or amend or renew any employment, consulting, severance, retention, change in control or similar agreements or arrangements with any director, officer, or employee of First IC or any of its subsidiaries, or grant any salary or wage increase or increase any employee benefit plan or grant any equity compensation or pay any incentive, commission or bonus payments, subject to certain exceptions primarily intended to permit increases in compensation and the payment of bonuses in the ordinary course of business;

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provide compensation of any type to any “disqualified individual” (as defined in Section 280G of the Code) to the extent such compensation would be expected to constitute an “excess parachute payment” (as defined in Section 280G of the Code) or agree to provide any indemnification, gross-up or reimbursement in respect of any taxes;

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hire or terminate (other than for cause) any person except for hiring at will employees at an annual rate of salary not to exceed $100,000 to fill vacancies that may arise from time to time in the ordinary course of business, or promote any employee, except to fill vacancies that may arise in the ordinary course of business or to satisfy contractual obligations existing as of the date of the merger agreement, unless MetroCity consents in writing (provided that MetroCity will respond to any such request of First IC for consent within three business days of submission);

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with certain exceptions, enter into, establish, adopt, amend, modify, terminate or accelerate the vesting, funding or payment with respect to any benefit plan or other pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any related trust agreement, in respect of any current or former director, officer or employee;

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except pursuant to agreements in effect as of the date of the merger agreement or making or renewing loans to directors, officers, or their respective immediate family members, and with certain exceptions, pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its officers or directors or any of their

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immediate family members or any affiliates or associates of any of its officers or directors other than compensation or business expense reimbursement in the ordinary course of business consistent with past practice;

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except for in the ordinary course of business consistent with past practice, sell, transfer, license, mortgage, pledge, abandon, allow to lapse or expire, encumber or otherwise dispose or discontinue any of its assets (tangible or intangible), deposits, business or properties, other real estate owned, or cancel or release any indebtedness owed to First IC or any of its subsidiaries, other than non-exclusive licenses granted in the ordinary course of business;

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other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business and consistent with past practice, acquire all or any material portion of the assets, business, deposits or properties of any other entity;

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make or commit to make any capital expenditures other than in the ordinary course of business consistent with past practice (including expenditures reasonably necessary to maintain existing assets in good repair) not exceeding more than $75,000 in the aggregate, unless MetroCity consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed);

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amend its articles of incorporation or bylaws or any equivalent documents of any First IC subsidiary;

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implement or adopt any change in its financial accounting principles, practices or methods, other than as may be required by applicable law, GAAP or applicable accounting requirements of any governmental authority;

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enter into, materially amend, renew, modify, terminate or waive any material provision of any material contract, lease, insurance policy or, other than amendments, modifications, renewals, terminations, extensions, waivers, or changes that are (i) reasonably needed to carry out its business until closing, (ii) not materially adverse to the First IC or any of its subsidiaries, and (iii) not for a term of more than twelve (12) months, and except, in all such cases, as reasonably requested by MetroCity;

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other than with respect to settlement of foreclosure actions in the ordinary course of business, enter into any settlement or similar agreement with respect to any action, suit, proceeding, order or investigation to which First IC or any of its subsidiaries or directors or executive officers is a party or becomes a party after the date of the merger agreement, which settlement or agreement involves payment of an amount exceeding $75,000 individually or $150,000 in the aggregate (provided that, in connection with the settlement or agreement, the aggregate amount is exclusive of any amount of proceeds indirectly paid under any insurance policy, but is inclusive of any amount of proceeds paid by First IC or any of its subsidiaries as a deductible or retention) and/or would impose any material restriction on the business of First IC or any of its subsidiaries, unless MetroCity acting through its Chief Executive Officer or his designee(s) consents in writing;

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enter into any new material line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, except as required by applicable law regulation or policies imposed by any governmental authority, or file any application or make any contract or commitment with respect to branching or site location or relocation;

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enter into any derivative transaction;

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incur, modify, extend or renegotiate any indebtedness for borrowed money (other than deposits, borrowing from the Federal Home Loan Bank of Atlanta or federal funds purchased, in each case in the ordinary course of business consistent with past practice) or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than the issuance of letters of credit in the ordinary course of business consistent with past practice, unless MetroCity acting through its Chief Executive Officer or President or his designee(s) consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed);

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other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith or in the ordinary course of business and consistent with past practice, acquire, sell or otherwise dispose of any debt security or equity investment;

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make any changes in deposit pricing that are not in the ordinary course of business consistent with past practice, taking into account changes in interest rates after the date of the merger agreement or acquire any “brokered deposits” except for any extensions or renewals of existing brokered deposits, unless MetroCity acting through its Chief Executive Officer or President or his designee(s) consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed);

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take any action with respect to loans, except that First IC Bank may make or renew certain loans within specified dollar and concentration limits, provided that the loans are made in the ordinary course of business in a manner consistent with the policies, procedures and recent past practice of First IC Bank;

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make any investment or commitment to invest in real estate or in any real estate development project other than by way of foreclosure or deed in lieu of foreclosure;

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make, change or revoke any material tax election, change any income or other material tax accounting period, adopt or change any tax accounting method, file any amended tax return, enter into, cancel or modify any closing agreement, settle or compromise any liability with respect to taxes, request any ruling from a governmental authority with respect to material taxes, enter into any material tax sharing agreement, file any claim for a refund of material taxes or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment;

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knowingly take any action or fail to take any action which action or failure to act could reasonably be expected to prevent or impede the merger or the bank merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;

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commit any act or omission which constitutes a material breach or material default of an agreement with any governmental authority or any other material agreement, lease or license to which First IC is a party or by which it or its properties is bound or under which it or its assets, business, or operations receives benefits;

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except for foreclosures in process as of the date of the merger agreement, foreclose on or take a deed or title to any real estate other than single-family residential properties without first conducting a “Phase I Assessment” (as defined in the merger agreement) of the property or foreclose on or take a deed or title to any real estate other than single-family residential properties if the environmental assessment indicates the presence of any recognized environmental condition (as defined in ASTM 1527-21) or any other material environmental issue;

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take any action or knowingly fail to take (which omission would be reasonably be likely to result in such consequences), or adopt any resolutions of its board of directors in support of, any action which is intended or is reasonably likely to result in (1) a material delay in the consummation of the merger or the transactions contemplated by the merger agreement, (2) any material impediment to First IC’s ability to consummate the merger of the transactions contemplated by the merger agreement, or (3) any of the conditions to the consummation of the merger set forth in the merger agreement not being satisfied;

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directly or indirectly repurchase, redeem or otherwise acquire any shares of First IC common stock or any securities convertible into or exercisable for any shares of First IC common stock except that First IC may repurchase, redeem or otherwise acquire shares of First IC common stock in connection with the payment of withholding taxes owed by a holder of an option upon the vesting of an option, as applicable, resulting from the merger agreement;

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merge or consolidate itself or any of its subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its subsidiaries;

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except as may be required by applicable law or regulation, or otherwise expressly contemplated by the merger agreement, make application for the opening, relocation or closing of any, or open, relocate, or close any, branch office, loan production or servicing facility or automated banking facility;

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compromise, resolve, or otherwise “workout” any delinquent or troubled loan other than (i) in the ordinary course of business, consistent with the current policies and procedures and recent past practice of First IC Bank or (ii) unless MetroCity, acting through its President and Chief Lending

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Officer or his designee(s), first consents in writing (provided that MetroCity will respond to any such request of First IC for consent within three business days of submission); or enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.

MetroCity has agreed that, except as expressly contemplated or permitted by the merger agreement or as required by applicable law, MetroCity will use commercially reasonable efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the service of its officers and key employees.

MetroCity has also agreed that, except as expressly contemplated or permitted by the merger agreement, without First IC’s prior written consent, MetroCity shall not, and shall cause each of its subsidiaries not to undertake the following actions:

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adjust, split, combine or reclassify any capital stock;

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except as may be required by applicable law, regulation or GAAP, take any action or fail to take (which omission would reasonably be likely to result in such consequences) any action that is intended or reasonably likely to result in: a material delay in the consummation of the merger or the transactions contemplated by the merger agreement; any material impediment to its ability to consummate the merger or the transactions contemplated by the merger agreement; or any of the conditions to the consummation of the merger contained in the merger agreement not being satisfied;

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amend its articles of incorporation or bylaws in a manner that would adversely affect the economic benefits of the merger to the First IC shareholders or materially change the rights, terms or preferences of MetroCity common stock;

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enter into any agreement with respect to, or consummate any mergers or business combinations, or acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) that would reasonably be likely to result in (A) a material delay in the consummation of the merger or the transactions contemplated by the merger agreement or (B) any material impediment to MetroCity’s ability to consummate the merger or the transactions contemplated by the merger agreement;

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enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.

Regulatory Matters

MetroCity and First IC have agreed to cooperate with each other and use their respective commercially reasonable efforts (1) to promptly prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and governmental authorities necessary to consummate the transactions contemplated by the merger agreement, including, all regulatory approvals and all other consents and approvals of a governmental authority required to consummate the merger and the bank merger, (2) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (3) to cause the transactions contemplated by the merger agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any United States federal or state court of competent jurisdiction or any other governmental authority); provided, however, that in no event will MetroCity be required to agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of governmental authority that would reasonably be expected to have a material adverse effect on the condition results of operation, liquidity, assets or deposit liabilities, properties or business of on the surviving entity and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger, as determined by MetroCity after reasonable consultation with First IC.

MetroCity and First IC have also agreed to furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, trustees, officers and shareholders and such

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other matters as may be necessary or advisable in connection with this proxy statement/prospectus and any application, petition, or any other statement or application made by or on behalf of MetroCity or First IC to any governmental authority in connection with the transactions contemplated by the merger agreement. Provided that First IC has cooperated as required by the merger agreement, MetroCity has agreed to use commercially reasonable efforts to file the requisite applications with the Federal Reserve, FDIC and the GA DBF within 45 days after the date of the merger agreement. In connection therewith, the parties have agreed to cooperate with each other (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain all regulatory approvals) and respond as promptly as practicable to the requests of a governmental authority for documents and information. Each party shall also have a reasonable opportunity to review and approve in advance all characterizations of the information relating to it and any of its subsidiaries that appear in any filing made in connection with the transactions contemplated by the merger agreement with any governmental authority, and MetroCity and First IC shall each furnish to the other for review a copy of each such filing prior to its filing; provided, however, that materials may be excluded or redacted as necessary to comply with applicable law or address reasonable privilege or confidentiality concerns.

MetroCity and First IC have also agreed to promptly notify and furnish each other with copies of notices or other communications or summaries of oral communications of (i) any material communication from any person alleging that the consent of that person (or other person) is or may be required in connection with the transactions contemplated by the merger agreement, (ii) any material communication from any governmental authority in connection with the transactions contemplated by the merger agreement (subject to applicable laws and the instructions of any governmental authority), and (iii) any legal actions threatened or commenced against or otherwise affecting the party or any of its subsidiaries that are related to the transactions contemplated by the merger agreement. With respect to any of the foregoing communications received by First IC or First IC’s responses thereto, First IC shall consult with MetroCity and its representatives so as to permit First IC and MetroCity and their respective representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any such communication.

Employee Matters

The merger agreement provides that all continuing First IC employees will, as of the effective time, be subject to MetroCity Bank’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance. Additionally, First IC and First IC Bank have agreed, upon MetroCity’s reasonable request, to facilitate discussions between MetroCity and First IC employees regarding employment, consulting, or other arrangements to be effective prior to or following the closing date of the merger.

The merger agreement provides that any continuing First IC employee (other than an employee who is party to an employment or similar agreement) whose employment is terminated by MetroCity Bank (other than for cause) within one year after the effective time of the merger will, subject to executing a release of claims, (i) receive severance pay in a lump sum equal to two weeks’ base compensation for every year of service, subject to a minimum of four weeks and up to a maximum of 26 weeks and provided that prior to closing, MetroCity will allow First IC employees a reasonable opportunity to apply for posted opening with MetroCity and its subsidiaries in efforts to retain First IC employees. The merger agreement provides that following the closing date of the merger, for any First IC benefit plan terminated for which there is a comparable MetroCity benefit plan of general applicability, those individuals who are employees of First IC and its subsidiaries and who continue as employees of MetroCity or any of its subsidiaries will be entitled to participate in the MetroCity benefit plan to the same extent as similarly-situated employees of MetroCity or MetroCity Bank (excluding severance, defined benefit pension, deferred compensation, equity-based, change-in-control, retention and/or transaction-based plans, programs or arrangements).

With respect to the comparable MetroCity benefit plan, for purposes of determining eligibility to participate, vesting, entitlement to benefits and vacation entitlement (but not for accrual of benefits under any MetroCity benefit plan, including any post-retirement welfare benefit plan but excluding any vacation and/or paid time off plans), service by a First IC employee will be recognized to the same extent such service was recognized immediately prior to the effective time of the merger under a comparable employee

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benefit plan in which such First IC employee was a participant immediately prior to the effective time, or, if there is no comparable employee benefit plan, to the same extent such service was recognized under the First IC 401(k) Plan immediately prior to the effective time of the merger to the extent applicable; provided, however, that such service shall not be recognized (i) to the extent recognition would result in a duplication of benefits, (ii) for benefit accruals under any defined benefit pension plan or for purposes of qualifying for subsidized early retirement benefits, (iii) for newly-established employee benefit plans sponsored or maintained by MetroCity or any of its affiliates for which similarly-situated employees do not receive past service credit, (iv) for any benefit plan that is a frozen plan or provides grandfathered benefits, or (v) for any equity-based or long-term incentive compensation plans. Nothing in the merger agreement limits the ability of MetroCity or Metro City Bank to amend or terminate any of the First IC or First IC Bank benefit plans in accordance with their terms after closing, subject to vested rights of employees and directors that may not be terminated pursuant to the terms of each benefit plan.

MetroCity will use commercially reasonable efforts to cause each benefit plan providing medical, health or dental benefits to continuing employees to (i) waive any preexisting condition limitations relating to any conditions that were covered under the applicable medical, health or dental plans of MetroCity or Metro City Bank, (ii) provide full credit for any deductible, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the plan year prior to participation, and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to the continuing First IC employee, in each case to the extent the employee had satisfied any similar limitation or requirement under an analogous plan prior to the effective time of the merger for the plan year in which the effective time of the merger occurs.

First IC or its applicable subsidiary must terminate any benefit plan that is a 401(k) plan under the Code effective as of the calendar day before the closing date of the merger upon written notice by MetroCity not less than five business days prior to the closing date of the merger. If First IC terminates First IC’s 401(k) plan prior to the closing date, MetroCity shall use its commercially reasonable efforts to permit First IC 401(k) participants who are employed by First IC or any subsidiary as of such date to roll over any eligible rollover distributions in First IC’s 401(k) plan into MetroCity’s 401(k) plan.

Indemnification and Directors’ and Officers’ Insurance

The merger agreement provides that from and after the effective time, MetroCity as the surviving entity in the merger will indemnify and hold harmless all present and former directors and officers of First IC or its subsidiaries and any person who becomes a director or officer of First IC between the date of the merger agreement and the effective time of First IC or its subsidiaries against, and will advance expenses as incurred to such persons in respect of, all costs and liabilities (including reasonable attorneys’ fees) in connection with any claim, action, suit, proceeding or investigation arising out of the fact that such person is or was a director or officer of First IC or its subsidiaries or is or was serving at the request of First IC or its subsidiaries as a director, officer, employee, trustee or other agent of another person and pertaining to matters existing or occurring at or prior to the effective time of the merger or not yet paid or accrued prior to the effective time, in each case to the full extent as permitted by the First IC articles of incorporation, the First IC bylaws and the governing or organizational documents of any subsidiary of First IC and as permitted by applicable law; provided, that in the case of advancement of expenses, any such indemnified person provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. All rights to indemnification as provided in any indemnification agreement in existence on the date of the merger will survive the merger and be honored by MetroCity as the surviving entity in the merger.

Prior to the closing, First IC will obtain an extension of First IC’s existing directors’ and officers’ insurance policies, in each case for a claims reporting or discovery period of six years from and after the effective time from an insurance carrier with the same or better credit rating as First IC’s current insurance carrier with respect to directors’ and officers’ liability insurance with terms, conditions, retentions, and limits of liability that are at least as favorable to the indemnified parties thereunder as First IC’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of First IC or any of its subsidiaries. However, First IC will negotiate the insurance premium in good faith and in consultation with MetroCity and in no

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event will First IC expend, for such “tail” policy in the aggregate a premium amount in excess of an amount equal to 250% of the annual premiums paid by First IC for directors and officers insurance in effect as of the date of the merger agreement. In addition, MetroCity is responsible for the payment of the aggregate premiums in connection with obtaining such “tail” policy, and the amount of such payment is not to be included in the calculation of First IC’s transaction costs.

Shareholder Meeting and Recommendation of First IC’s Board of Directors

First IC has agreed to call a meeting of its shareholders for the purpose of voting upon, among other things, the First IC merger proposal and to use reasonable best efforts to cause the meeting to occur as soon as reasonably practicable after this registration statement is declared effective. The First IC board of directors has agreed to take all lawful action to obtain from First IC shareholders the vote required to approve the merger agreement by the holders of a majority of the First IC shareholders outstanding and entitled to vote thereon (the “requisite First IC vote”), including by communicating to First IC shareholders the First IC board recommendation that First IC shareholders vote in favor of the First IC merger proposal (the “First IC board recommendation”), subject to certain exceptions described below. First IC has agreed that the First IC board of directors will not withhold, withdraw, amend, or modify its recommendation in any manner adverse to MetroCity, except as provided in the merger agreement.

However, subject to the Company’s compliance with its obligations regarding third-party offers described in “— Agreement Not to Solicit Other Offers” below and certain termination rights described in “— Termination of the Merger Agreement” below, if the First IC board of directors in response to (1) a material event, fact, circumstance, development or occurrence which is unknown and not reasonably foreseeable to or by the First IC board of directors, as of March 14, 2025 (and does not relate to a superior proposal), but becomes known to or by the First IC board of directors prior to obtaining the requisite First IC vote (an “intervening event”), provided that a change in trading price or volume of First IC common stock or the fact that First IC meets or exceeds any internal or published forecasts or projects for any period shall not be considered an intervening event, or (2) a superior proposal (as defined in “Termination of the Merger Agreement” below), after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable law to make or continue to make the First IC board recommendation, then prior to the receipt of the requisite First IC vote, the First IC board of directors may withhold or withdraw or modify or qualify in a manner adverse to MetroCity such recommendation or submit the merger agreement to First IC shareholders without recommendation (a “recommendation change”). Unless First IC has exercised its termination rights described below or determined in good faith, after consultation with its outside counsel and, with respect to financial matters, its financial advisor, that it would be inconsistent with its fiduciary duties under applicable law to do so, First IC shall submit the merger agreement to its shareholders for their consideration at the shareholder meeting.

First IC must adjourn or postpone the First IC shareholder meeting if (i) there are insufficient shares of First IC common stock represented (either by attending virtually or by proxy) to constitute a quorum necessary to conduct the business of the First IC shareholder meeting, (ii) if on the date of such meeting First IC has not received proxies representing a sufficient number of shares necessary to obtain the requisite First IC vote or (iii) after consultation with MetroCity, to allow reasonable additional time for mailing of any supplemental or amended disclosure which the First IC board of directors determines in good faith, after receiving the advice of its outside counsel, is necessary or advisable under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by First IC shareholders prior to the First IC shareholder meeting. First IC will only be required to adjourn or postpone the First IC shareholder meeting two times, for aggregate adjournments or postponements not exceeding 30 calendar days, with any further adjournments or postponements of the First IC shareholder meeting requiring the prior written consent of MetroCity. Notwithstanding any recommendation change by the First IC board of directors, but subject to the obligation to adjourn or postpone such meetings as described in the immediately preceding sentence, unless the merger agreement has been terminated in accordance with its terms, First IC is required to use reasonable best efforts to convene a meeting of its shareholders and to submit the First IC merger proposal to a vote of First IC shareholders no later than 60 calendar days after the registration statement is effective.

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Agreement Not to Solicit Other Offers

First IC and its subsidiaries have agreed that they will, and will cause each of their respective directors and officers and shall instruct each of their agents, advisors and representatives to, immediately cease any discussions or negotiations with any parties conducted prior to the date of the merger agreement with respect to any acquisition proposal.

First IC has also agreed that following the execution of the merger agreement, it will not, and will cause each of its subsidiaries and its and their respective directors and officers and shall instruct each of their agents, advisors and representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any inquiry with respect to an acquisition proposal, (ii) participate or engage in any negotiations with any person with, or furnish any nonpublic information relating to any acquisition proposal, (iii) engage or participate in any discussions with any person regarding any acquisition, (except, in each, to notify a person that has made or, to the knowledge of such party, is making inquiries with respect to, or is considering making, an acquisition proposal, of the existence of such duties) or (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than an acceptable confidentiality agreement entered into in accordance with the merger agreement) in connection with or relating to any superior proposal.

For purposes of the merger agreement, an “acquisition proposal” means any offer, inquiry or proposal relating to (i) any of the following (other than the transactions contemplated by the merger agreement) involving First IC or its subsidiaries: (a) any merger, consolidation share exchange, business combination or other similar transaction involving First IC, (b) any sale, lease, exchange, mortgage, pledge (excluding any FHLB or Federal Reserve pledges or other First IC Bank borrowing), transfer or other disposition of equity, assets and/or liabilities that constitute 20% or more of the consolidated assets of First IC in a single transaction or series of transactions; or (c) any tender offer or exchange offer for 20% or more of the outstanding shares of its common stock or equity or the filing of a registration statement under the Securities Act in connection with a tender offer or exchange offer (together with (a) and (b), an “acquisition transaction”) or (ii) any public announcement by any person (which shall include any regulatory application or notice) of a proposal, plan or intention with respect to any acquisition transaction.

However, in the event that after the date of the merger agreement and prior to the receipt of the requisite First IC vote, First IC receives an unsolicited bona fide written acquisition proposal that the First IC board of directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that such acquisition proposal constitutes is in connection with a superior proposal, First IC may take the following actions: (1) furnish nonpublic information with respect to First IC and its subsidiaries to the person making such acquisition proposal, but only if (A) prior to so furnishing such information, First IC has entered into a customary confidentiality agreement with such person on terms no less favorable to First IC than the mutual confidentiality agreement by and between First IC and MetroCity dated as of December 19, 2024, and (B) all such information has previously been provided to MetroCity or is provided to MetroCity prior to or contemporaneously with the time it is provided to the person making such superior proposal or such person’s representatives; and (2) engage or participate in any discussions or negotiations with such person with respect to the superior proposal. First IC promptly (and in any event within 48 hours) shall advise MetroCity orally and in writing of the receipt of (i) any proposal that constitutes or is reasonably likely to lead to an acquisition proposal and the material terms of such proposal (including the identity of the party making such proposal and, if applicable, copies of any documents or correspondence evidencing such proposal), and (ii) any request for information relating to First IC or any of its subsidiaries other than requests for information not reasonably likely to be related to an acquisition proposal. First IC shall keep MetroCity informed on a reasonably current basis (and in any event at least once every two business days) of the status of any such acquisition proposal (including any material change to its terms). For purposes of the merger agreement, a “superior proposal” means any unsolicited bona fide written acquisition proposal with respect to more than 50% of the outstanding shares of common stock of First IC or substantially all of the assets of First IC that is (a) on terms which the First IC board of directors determines in good faith (after taking into account all the terms and conditions of the acquisition proposal and the merger agreement (including any written proposal by MetroCity to adjust the terms and conditions of the merger agreement)), including any breakup fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration

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offered and the ability of the person making such proposal to obtain financing for such acquisition proposal, after consultation with its financial advisor, to be more favorable from a financial point of view to First IC shareholders than the transactions contemplated by the merger agreement, and (b) that constitutes a transaction that, in the good faith judgment of the First IC board of directors, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory, and other aspects of the proposal.

Notwithstanding anything in the merger agreement to the contrary, and prior to the time the requisite First IC vote is obtained, the First IC board of directors may (i) make a recommendation change in response to a superior proposal or intervening event which did not result from a First IC breach of its obligations related thereto, and/or (ii) terminate the merger agreement in response to a superior proposal which did not result from a First IC breach of its obligations related thereto; provided that, First IC has determined in good faith, after consulting with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; and, provided further that (i) it gives MetroCity at least four business days’ prior written notice (the “notice period”) of its intention to take such action and provides MetroCity with a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to a superior proposal, the latest material terms and conditions and the identity of the third party in any such superior proposal, or any material modification thereof), (ii) First IC negotiates, and causes its financial, legal, and other advisors to negotiate, in good faith with MetroCity, during the notice period any revision to the terms of the merger agreement that MetroCity desires to propose in writing prior to the end of the notice period and (iii) at the end of such notice period, the First IC board of directors takes into account any amendment or modification to the merger agreement proposed by MetroCity and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that, in the case of an acquisition proposal, such acquisition proposal continues to constitute a superior proposal, and in the case of an acquisition proposal or intervening event, it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable law to make or continue to make the First IC board recommendation. Any material amendment to any acquisition proposal will require a new notice period, which will be three business days.

Other Agreements

The merger agreement also contains mutual covenants relating to the preparation of this document, access to information of the other company, public announcements with respect to the transactions contemplated by the merger agreement, notification of certain changes, board packages and director resignations, litigation, information systems conversion, coordination of agreements by First IC, allowing MetroCity access to First IC’s customers and suppliers and to conduct environmental assessments of certain real property owned by First IC, allowance for credit losses and expense reduction.

Conditions to Complete the Merger

Our respective obligations to complete the merger are subject to the fulfillment or waiver of legally permitted mutual conditions, including:

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the approval of the merger agreement by the requisite vote of the First IC shareholders;

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the receipt and effectiveness of all regulatory approvals or waivers (without the imposition of a materially burdensome regulatory condition), registrations and consents and the expiration or termination of all waiting periods required to complete the merger and bank merger;

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the absence of any judgment, order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated by the merger agreement, as well as the absence of any statute, rule, regulation, order, injunction or decree in effect by any court or other governmental authority that prohibits or makes illegal the consummation of any of the transactions contemplated by the merger agreement;

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the authorization for listing on Nasdaq of the shares of MetroCity common stock issuable pursuant to the merger, subject to official notice of issuance;

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the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the merger is completed, subject to the materiality standards provided in the merger agreement (and the receipt by each party of an officers’ certificate from the other party to such effect);

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the performance by the other party in all material respects of all obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect);

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receipt by such party of an opinion of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

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receipt by MetroCity of duly executed documentation dated as of the closing date from First IC consisting of (i) a certification complying with the Code and the Treasury Regulations (as defined in the merger agreement) certifying that First IC is not, and was not, a “United States real property holding corporation” and (ii) a form of notice to the Internal Revenue Service (“IRS”) prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), which notice shall be delivered by MetroCity to the IRS on behalf of First IC after the closing;

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no more than ten percent (10%) of the outstanding First IC common stock to have dissented;

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each of the director support agreements to be in full force and effect and complied with; and

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MetroCity to have received a release from First IC and First IC Bank’s directors and executive officers.

Neither MetroCity nor First IC can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement

The merger agreement can be terminated and the merger and bank merger may be abandoned:

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at any time prior to the effective time, by the mutual consent of MetroCity and First IC if the MetroCity board of directors and the First IC board of directors each so determines by a majority vote of its entire board of directors;

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by either MetroCity or First IC, if its board of directors so determines by a majority vote of its entire board of directors, if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable, or an application seeking approval of the merger or bank merger has been withdrawn at the request of a governmental entity unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

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by either MetroCity or First IC (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement) if

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there is a material breach of any of the covenants or agreements set forth in the merger agreement on the part of the other party which is not cured within 30 calendar days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the end date);

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by either MetroCity or First IC if the merger has not been completed on or before March 16, 2026, unless the merger is delayed solely on account of a determination not having been made on the transaction by any governmental authority required for consummation of the mergers in which case such date may be extended unilaterally by MetroCity for an additional sixty (60) days, or such later date as may be mutually agreed to by MetroCity and First IC;

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by either MetroCity or First IC (provided First IC is not in material breach of its obligations related to non-solicitation of acquisition proposals, shareholder approval and the First IC board recommendation), if the approval of the First IC merger proposal is not obtained because of the failure to obtain the requisite First IC vote at the First IC shareholder meeting;

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by First IC, if prior to the requisite First IC vote being obtained, (1) First IC has complied with its obligations under the merger agreement related to third party offers, including the conclusion by the First IC board of directors that an acquisition proposal constitutes or is reasonably likely to lead to a superior proposal and that failure to take such actions would be inconsistent with its fiduciary duties under applicable law, (2) the First IC board of directors concurrently approves, and First IC concurrently enters into, a definitive agreement with respect to the superior proposal, and (3) First IC pays the termination fee described below;

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by MetroCity, if prior to the First IC shareholder meeting, (1) First IC has materially breached its obligations under the merger agreement related to third party offers, (2) the First IC board of directors fails to make the First IC board recommendation in the proxy statement/prospectus or makes a recommendation change, (3) the First IC board of directors adopts, approves, recommends or endorses an acquisition proposal with respect to First IC or publicly announces an intention to adopt, approve, recommend or endorse an acquisition proposal with respect to First IC other than with MetroCity, whether or not permitted by the merger agreement, (4) a tender or exchange offer for 20% or more of the outstanding shares of First IC common stock is commenced and the First IC board of directors shall have failed to publicly recommend against such tender or exchange offer within five (5) business days of being requested to do so by MetroCity, or (5) materially breaches its obligations under the merger agreement by failing to call, give notice of, convene and hold the First IC shareholder meeting in accordance with the merger agreement; and

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by First IC (i) if the average closing price of MetroCity common stock is less than 80% of the average initial price of MetroCity common stock and (ii) MetroCity common stock underperforms the KBW Regional Bank Index by more than 20% during the same period, First IC has the right to terminate the merger agreement. Upon receipt of notice of such termination, MetroCity has the right, but not the obligation, to increase the merger consideration to prevent a termination of the merger agreement by First IC. MetroCity may within two business days increase the merger consideration in its discretion by increasing (1) the cash consideration and/or (2) the stock consideration, such that the sum of such additional consideration plus the value of the stock consideration is equal to $76,331,936 (valuing the stock consideration based on the average closing price).

Effect of Termination

If the merger agreement is terminated, it will become void and have no effect. No party will have any liability or further obligation to any other party other than with respect to the payment of any termination fee, if applicable, and except that none of the parties will be relieved or released from any liabilities or damages arising out of its fraud or any willful and material breach of any provision of the merger agreement; provided that in no event will a party be liable for any punitive damages. For purposes of the merger agreement, “willful and material breach” means a material breach that is a consequence of an act undertaken by the breaching party with the knowledge (actual or constructive) that the taking of such act would, or would be reasonably expected to, cause a breach of the merger agreement.

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Termination Fee

First IC will pay MetroCity a termination fee equal to $8,239,563 in cash (the “termination fee”) if the merger agreement is terminated in the following circumstances:

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in the event First IC terminates the merger agreement in order to accept a superior proposal and concurrently enters into a definitive agreement with respect thereto; in which case, the termination fee must be paid to MetroCity concurrently with the execution of such definitive agreement;

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in the event MetroCity terminates the merger agreement because (1) First IC has materially breached its obligations under the merger agreement related to third party offers, (2) the First IC board of directors fails to make the First IC board recommendation in the proxy statement/prospectus or makes a recommendation change, (3) the First IC board of directors adopts, approves, recommends or endorses an acquisition proposal with respect to First IC or publicly announces an intention to adopt, approve, recommend or endorse an acquisition proposal with respect to First IC other than with MetroCity, whether or not permitted by the merger agreement, (4) a tender or exchange offer for 20% or more of the outstanding shares of First IC common stock is commenced and the First IC board of directors shall have failed to publicly recommend against such tender or exchange offer within five (5) business days of being requested to do so by MetroCity, or (5) First IC has materially breached its obligations under the merger agreement by failing to call, give notice of, convene and hold the First IC shareholder meeting in accordance with the merger agreement; in which case, the termination fee must be paid to MetroCity as promptly as practicable, but in any event within three business days of the date of termination; and

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in the event, (A)(i) after the date of the merger agreement and prior to the termination of the merger agreement, an acquisition proposal has been communicated to or otherwise made known to the First IC board of directors or First IC’s senior management or has been made directly to the First IC shareholders generally, or any person shall have been publicly announced (or any person shall have, after March 16, 2025, publicly announced an intent, whether or not conditional to make) an acquisition proposal with respect to First IC and not withdrawn, or (ii) the First IC board of directors has made a recommendation change (or publicly proposed to make a recommendation change) prior to or on the date of the First IC shareholder meeting (including any postponement or adjournment at which the vote on which the merger is held), (B) thereafter the merger agreement is terminated by either MetroCity or First IC because (1) the merger has not been completed prior to the end date or (2) First IC has not received the requisite First IC vote as a result of the failure to obtain such vote at the First IC shareholder meeting, or by MetroCity because the merger agreement is terminated by MetroCity pursuant to the second bullet set forth under “— Termination of the Merger agreement” above and (C) within twelve (12) months after the date of such termination, First IC enters into a definitive agreement or consummates a transaction with respect to an acquisition proposal (whether or not the same acquisition proposal as that referred to above), provided that for purposes of the foregoing, all references in the definition of acquisition proposal to “twenty percent (20%)” will instead refer to “fifty percent (50%).” In such case, the termination fee must be paid to MetroCity on the earlier of the date First IC recommends such definitive agreement and the date of consummation of such transaction.

Expenses and Fees

Except for any fees and expenses related to environmental assessments and termination of the agreement, if any, each party will bear all expenses incurred by it in connection with the merger agreement and the transactions it contemplates, including fees and expenses of its own financial consultants, accountants and legal counsel, provided that nothing contained in the merger agreement shall limit either party’s rights to recover any liabilities or damages arising out of the other party’s willful breach of any provision of the merger agreement.

Amendment, Waiver and Extension of the Merger Agreement

At any time prior to the effective time, any provision of the merger agreement may be (i) waived by the party benefited by such provision or (ii) amended or modified by an agreement in writing executed by the

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ANCILLARY AGREEMENTS TO THE MERGER AGREEMENT

Voting Agreements

In connection with, and as a condition to, entering into the merger agreement, each director and executive officer of First IC and First IC Bank who owns shares of First IC common stock entered into a voting agreement with MetroCity. The following summary of the voting agreement is subject to, and qualified in its entirety by reference to, the form of voting agreement attached as Annex B to this proxy statement/prospectus.

The voting agreement requires, among other things, that the directors and executive officers party thereto vote all of their shares of First IC common stock in favor of approval of the merger agreement and the transactions contemplated thereby and against approval of any acquisition proposal or any other proposal made in opposition to or in competition with the voting agreement or the merger agreement and generally prohibits them from transferring their shares of First IC common stock prior to the termination of the First IC voting agreement.

In addition, the voting agreement provides that each such shareholder party will not directly or indirectly while the voting agreement is in effect, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract option, commitment, or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any or all of his or her shares of First IC common stock, subject to limited exceptions.

Each shareholder party to the voting agreements also agreed, subject to certain exceptions, not to:

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solicit, initiate or knowingly encourage any inquiry with respect to, or the making of, any proposal that constitutes or could reasonably be expected to lead to an acquisition proposal;

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participate in any discussions or negotiations regarding an acquisition proposal with, or furnish any nonpublic information relating to an acquisition proposal to, any person that has made or, to the knowledge of such shareholder, is considering making an acquisition proposal;

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enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to an acquisition proposal;

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solicit proxies or become a participant in a solicitation with respect to an acquisition proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the merger;

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initiate a shareholders’ vote or action by consent of First IC shareholders with respect to an acquisition proposal; or

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become a member of a group with respect to any voting securities of First IC that takes any action in support of an acquisition proposal.

The voting agreement will terminate upon the earlier of (i) the effective time of the merger, (ii) the termination of the merger agreement in accordance with its terms, (iii) the amendment of the merger agreement in any manner that materially and adversely affects any of the rights of the First IC shareholders (including any reduction to the merger consideration not provided for in the merger agreement), or (iv) two (2) years from its execution date of March 16, 2025. The First IC and First IC Bank directors and executive officers entered into the voting agreement solely in their personal capacities as First IC shareholders, and not in their capacities as directors or executive officers of First IC or First IC Bank.

As of the record date, shareholders who are party to the voting agreement beneficially owned in the aggregate approximately [•] of the shares of First IC common stock outstanding on that date.

Director Support Agreements

In addition, as a condition to MetroCity entering into the merger agreement, each non-employee director of First IC and First IC Bank entered into a director support agreement with MetroCity. The

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following summary of the support agreements is subject to, and qualified in its entirety by reference to, the form of support agreement attached as Annex C to this proxy statement/prospectus.

Under the support agreement, each such director has agreed to, among other things, and subject to certain exceptions with respect to certain of the directors:

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use his or her reasonable best efforts to refrain from harming the goodwill of MetroCity, Metro City Bank, First IC or First IC Bank and their respective subsidiaries, and their respective customer and client relationships, during the term of the agreement;

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not directly or indirectly disclose or make use of any confidential information of MetroCity, Metro City Bank, First IC or First IC Bank to third parties except solely in their capacity as a director or officer of MetroCity, Metro City Bank, First IC or First IC Bank, as applicable; and for a period of two (2) years following the closing the merger:

•

compete or engage, anywhere in the geographic area comprised of the fifty (50) mile radius surrounding the locations of First IC Bank at the effective time of the merger (the “market area”), in a business as a federally insured depository institution;

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either directly or indirectly, on such person’s own behalf or in the service or on behalf of others, manage, operate, be employed or engaged by, or be a director of, any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or governmental body engaging in a business that is the same, or essentially the same, as that of the MetroCity, Metro City Bank, First IC or First IC Bank anywhere within the market area;

•

(1) call on, service, solicit or respond to inquiries for competing business from customers of MetroCity, Metro City Bank, First IC or First IC Bank or any of their respective affiliates if, within the twelve (12) months before the date of the support agreement, the director had or made contact with the customer, or had access to information and files about the customer; (2) interfere with or damage (or attempt to interfere with or damage) any relationship between MetroCity, Metro City Bank, First IC or First IC Bank or any of their respective affiliates and any such customer; or

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call on, solicit, induce or respond to inquiries to or from any employee of MetroCity, Metro City Bank, First IC or First IC Bank or any of their respective affiliates whom the director had contact with, knowledge of, or association with in the course of service with First IC or First IC Bank (whether as an employee or a contractor) to terminate his or her employment from or contract with MetroCity, Metro City Bank, First IC or First IC Bank or any of their respective affiliates, or assist any other person in such activities.

The restrictions in the director support agreements will automatically terminate upon two (2) years after the effective date of the merger.

Releases

At the effective time of the merger, each director and executive officer of First IC and First IC Bank will execute a release in favor of First IC and First IC Bank.

Under the release, each such director and executive officer, effective upon the effective time of the merger will irrevocably and unconditionally release, waive and forever discharge First IC and First IC Bank and their respective subsidiaries, affiliates and successors from any and all liabilities and claims relating to, arising out of or in connection with First IC and First IC Bank and their respective businesses or assets, including any claims arising out of or resulting from the releasor’s status, relationship, affiliation, rights, obligations or duties as a director, officer, employee or shareholder of First IC and First IC Bank for all periods occurring prior to the effective time of the merger. The release does not apply to any obligations or liabilities: (1) in connection with any accrued compensation and rights under any benefit plans or arrangements of First IC and First IC Bank that is disclosed in the merger agreement and related disclosure schedules; (2) as to any rights of indemnification and related benefits pursuant to the articles of incorporation and bylaws (or similar constituent documents) of First IC and First IC Bank and pursuant

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to indemnification rights under applicable law pertaining to current and former directors and officers of corporations organized thereunder; (3) in any capacity other than as an officer, director or employee of any Company or Company Bank, including, but not limited to, (i) claims as a borrower or a depositor of First IC Bank, (ii) claims as the holder of any certificate of deposit issued by First IC Bank, (iii) claims on account of any services rendered by in a capacity other than as an officer, director, employee or shareholder of First IC or First IC Bank, or (iv) claims as a holder of any check issued by any other depositor of First IC Bank; (4) any claims that are (x) based upon facts and circumstances arising after March 16, 2025, and prior to the closing of the merger, and (y) have been asserted in writing to First IC and MetroCity prior to the closing of the merger, (5) any claims that arise on or after the closing of the merger, (6) arising under or relating to the merger agreement, or (7) arising under any other agreement executed in connection with the merger agreement.

The releases will be executed only at and as of the effective time of the merger.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a general discussion of the anticipated material U.S. federal income tax consequences of the merger to “U.S. holders” (as defined below) of First IC common stock that exchange their shares for the merger consideration. This discussion is based upon the Code, the U.S. Treasury regulations promulgated thereunder, published judicial and administrative authorities, rulings, and decisions, all as in effect on the date of this proxy statement/prospectus. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, any U.S. federal estate, gift, alternative minimum tax, or Medicare contribution tax considerations (including net investment income tax), any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury Regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or, except as expressly discussed below, any tax reporting requirements.

This discussion applies only to U.S. holders of shares of First IC common stock who hold such shares as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to U.S. holders in light of their particular circumstances and does not apply to U.S. holders subject to special treatment under the U.S. federal income tax laws, including, without limitation:

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dealers or brokers in securities, commodities or currencies,

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traders in securities that elect to apply a mark-to-market method of accounting,

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banks and certain other financial institutions,

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insurance companies,

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mutual funds,

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personal holding companies,

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controlled foreign corporations, passive foreign investment companies, or a personal holding company,

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tax-exempt organizations and entities, including pension plans,

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individual retirement accounts, employee stock ownership plans, or other tax-deferred accounts,

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partnerships, S corporations or other pass-through entities or investors in such entities,

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a holder of First IC common stock who received First IC common stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation for services,

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persons subject to special tax accounting rules as a result of any item of gross income with respect to First IC common stock being taken into account in an “applicable financial statement” (as defined in the Code),

•

regulated investment companies,

•

real estate investment trusts,

•

former citizens or residents of the U.S.,

•

holders whose functional currency is not the U.S. dollar, or

•

holders who hold shares of First IC common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of First IC common stock that is for U.S. federal income tax purposes (1) an individual citizen or resident of the U.S., (2) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or

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organized in or under the laws of the U.S., any state thereof or the District of Columbia, (3) a trust if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (b) such trust has a valid election in place to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source.

Holders of First IC common stock who are not U.S. holders may have different tax consequences than those described below and are urged to consult their own tax advisors regarding the particular tax consequences of the merger to them under U.S. federal income tax laws and the tax laws of any applicable state, local or non-U.S. taxing jurisdiction.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds First IC common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds First IC common stock, and any partners in such partnership, should consult their own tax advisors regarding the tax consequences of the merger to them in light of their specific circumstances.

Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation. You should consult with your own tax advisor as to the specific tax consequences of the merger to you in light of your particular circumstances, including the applicability and effect of any state, local, foreign and other tax laws and of possible changes in applicable tax laws after the date of this proxy statement/prospectus.

Tax Consequences of the Merger Generally

The merger is intended to qualify as a “reorganization” under Section 368(a) of the Code for U.S. federal income tax purposes. In connection with the filing with the SEC of the registration statement of which this proxy statement/prospectus is a part, Hunton Andrews Kurth LLP, tax counsel to MetroCity, has rendered its tax opinion to MetroCity, and Alston & Bird LLP, tax counsel to First IC, has rendered its tax opinion to First IC, in each case, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Copies of such tax opinions are attached as Exhibits 8.1 and 8.2 to the registration statement.

The obligations of the parties to complete the merger are conditioned on, among other things, the receipt by MetroCity and First IC of tax opinions from Hunton Andrews Kurth LLP and Alston & Bird LLP, respectively, dated the closing date of the merger, concluding that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. The conditions relating to receipt of such closing tax opinions may be waived by both MetroCity and First IC. Neither MetroCity nor First IC currently intends to waive this condition to its obligation to consummate the merger. If either MetroCity or First IC waives this condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to First IC shareholders have materially changed, MetroCity and First IC will recirculate appropriate materials to resolicit the votes of First IC shareholders.

The opinions of Hunton Andrews Kurth LLP and Alston & Bird LLP provided to MetroCity and First IC, respectively, are and will be subject to customary qualifications and assumptions, including assumptions regarding the (i) absence of changes in existing facts and (ii) completion of the merger strictly in accordance with the merger agreement and the registration statement of which this proxy statement/prospectus forms a part. In rendering their tax opinions, Alston & Bird LLP and Hunton Andrews Kurth LLP will rely on representations and covenants of MetroCity and First IC, including those representations contained in certificates of officers of MetroCity and First IC, reasonably satisfactory in form and substance to each such counsel, and will assume that such representations are true, correct and complete without any regard to any knowledge limitation and that such covenants will be complied with. If any of these assumptions or representations are or become inaccurate in any way, or any of the covenants are not complied with, the conclusions reached in the opinions could be adversely affected and the U.S. federal income tax consequences of the merger could be materially different from those described in this proxy statement/prospectus.

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The opinions represent each counsel’s best legal judgment but have no binding effect on the IRS or any court, and no assurance can be given that contrary positions will not be taken by the IRS or a court considering the issues. MetroCity and First IC have not sought, and will not seek, any ruling from the IRS regarding any matters relating to the merger, and as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below or described in the tax opinions. If the IRS were to successfully assert that the merger did not qualify as a “reorganization”, the U.S. federal income tax consequences of the merger would differ from those set forth in this proxy statement/prospectus. The merger would be treated as a taxable transaction for U.S. federal income tax purposes, and each First IC shareholder would recognize taxable gain or loss upon the exchange of their shares of First IC common stock for shares of MetroCity common stock. You should consult your own tax advisor as to the specific tax consequences to you in light of your specific circumstances in the event the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The following discussion assumes that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences to First IC and MetroCity

With respect to the merger, each of First IC and MetroCity will be considered a “party to a reorganization” within the meaning of Section 368(b) of the Code, and neither First IC nor MetroCity will recognize any gain or loss for U.S. federal income tax purposes as a result of the merger.

U.S. Holders that Exchange First IC Common Stock for Merger Consideration

Subject to the qualifications and limitations referenced and summarized above, the U.S. federal income tax consequences of the merger are as follows:

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any First IC shareholder who receives solely stock consideration in the merger, upon exchanging his, her or its First IC common stock for MetroCity common stock, will generally not recognize gain or loss, except with respect to cash received instead of fractional shares of MetroCity common stock (as discussed below);

•

any First IC shareholder who receives solely cash consideration pursuant to the merger or who receives solely cash by making a valid election to exercise appraisal rights will recognize gain or loss upon surrendering his, her or its First IC common stock in an amount equal to the difference between the amount of cash received and his, her or its aggregate adjusted tax basis in the shares of First IC common stock surrendered therefor; and

•

any First IC shareholder who receives both cash consideration (other than cash received instead of fractional shares of MetroCity common stock) and stock consideration in the merger, (1) will not recognize any loss upon surrendering his, her or its First IC common stock, and (2) will recognize gain upon surrendering his, her or its First IC common stock equal to the lesser of (a) the amount by which the fair market value of the MetroCity common stock and cash consideration received (other than cash received in lieu of a fractional share of MetroCity common stock) by such shareholder, as a U.S. holder of First IC common stock, exceeds his, her, or its adjusted tax basis in his, her, or its First IC common stock, and (b) the amount of cash consideration that such shareholder receives in the merger (excluding cash received instead of fractional shares of MetroCity common stock).

Any gain described in the second or third bullet point above will be capital gain unless the U.S. holder’s receipt of cash has the effect of a distribution of a dividend, in which case the gain will be treated as a dividend to the extent of the U.S. holder’s ratable share of First IC’s accumulated earnings and profits, as calculated for U.S. federal income tax purposes. If the gain or loss is capital gain or loss, it will be long-term capital gain or loss if, as of the effective time of the merger, the holding period for such shares of First IC common stock exceeds one year. Long-term capital gains of individuals are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

The aggregate tax basis of the MetroCity common stock that a U.S. holder receives in the merger, including any fractional shares deemed received and redeemed for cash as described below, will equal the U.S. holder’s aggregate adjusted tax basis in the shares of First IC common stock that the U.S. holder

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surrenders in the merger (less any tax basis attributable to cash received instead of a fractional share in MetroCity common stock), decreased by the amount of any cash consideration received (other than cash received instead of fractional shares of MetroCity common stock) and increased by the amount of any gain recognized in the merger (including any portion of the gain that is treated as a dividend, as described above, and excluding any gain recognized as a result of cash received instead of a fractional share). The holding period for the shares of MetroCity common stock that a U.S. holder receives in the merger (including any fractional share deemed received and redeemed for cash as described below) will include the holding period for the shares of First IC common stock that the U.S. holder surrenders in the merger. If the U.S. holder acquired different blocks of First IC common stock at different times or at different prices, gain or loss must be calculated separately for each identifiable block of shares of First IC common stock surrendered in the merger, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares. U.S. holders should consult their tax advisors regarding the manner in which cash and shares of MetroCity common stock should be allocated among different blocks of their First IC common stock surrendered in the merger. The basis and holding period of each block of MetroCity common stock received by the U.S holder will be determined on a block-for-block basis depending on the basis and holding period of the blocks of First IC common stock exchanged for such block of MetroCity common stock.

Cash Instead of Fractional Shares

If a U.S. holder receives cash instead of a fractional share of MetroCity common stock, the U.S. holder would generally be treated as having received such fractional share of MetroCity common stock in the merger and then as having exchanged the fractional share of MetroCity common stock for cash. As a result, except to the extent that the cash received is treated as a dividend as discussed below, the U.S. holder generally would recognize gain or loss equal to the difference between the amount of cash received and the U.S. holder’s aggregate tax basis allocable to the fractional share of MetroCity common stock. Such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if, as of the effective time, the U.S. holder’s holding period for such fractional share (including the holding period of shares of First IC common stock surrendered therefor) exceeds one year. Long-term capital gain of non-corporate taxpayers, including individuals, is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.

U.S. Holders Exercising Dissenters’ Rights

Upon the exercise of dissenters’ rights, a U.S. holder of First IC common stock would exchange all of its First IC common stock for cash. A U.S. holder that receives only cash in exchange for its First IC common stock would generally recognize gain or loss equal to the difference between the amount of cash received and such U.S. holder’s adjusted tax basis in its First IC common stock. This gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if the U.S. holder’s holding period for its shares of First IC common stock exceeds one year. Long-term capital gain of non-corporate taxpayers, including individuals, is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Potential Dividend Treatment

In some cases, if a U.S. holder of First IC common stock actually or constructively owns shares of MetroCity common stock (other than the MetroCity common stock received as consideration in connection with the merger), the U.S. holder’s recognized gain, if any, could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income to the extent of the U.S. Holder’s ratable share of MetroCity’s accumulated earnings and profits (as calculated for U.S. federal income tax purposes). The determination of whether a U.S. holder will recognize a capital gain or dividend income as a result of its exchange of First IC common stock in the merger is complex and must be determined on a shareholder-by-shareholder basis. Accordingly, each U.S. holder should consult his, her, or its own tax advisor as to the tax consequences of the merger, including such determination, in its particular circumstances.

Tax Treatment of Special Dividend

Under limited circumstances, First IC may make a special dividend. First IC intends to treat the special dividend as a distribution by First IC to its shareholders in respect of their shares of First IC common stock.

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The IRS may take a contrary position, and to the extent the IRS were to prevail, the amount paid as the special dividend would be treated as additional cash received in connection with the merger, and not as a distribution as described in the prior sentence. If the special dividend is treated as a distribution with respect to First IC common stock, it will be taxable dividend income to the extent of such U.S. holder’s share of First IC’s current and accumulated earnings and profits. Any amount that exceeds First IC’s current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. holder’s adjusted tax basis in its First IC common stock (thus reducing such adjusted tax basis) with any remaining amounts being treated as capital gain. Such capital gain will be long-term capital gain if the U.S. holder’s holding period for the shares of First IC common stock exceeded one year at the distribution date of the special distribution. Any such taxable dividend or capital gain should be included in the U.S. holder’s income in the taxable year in which the special distribution is received.

In addition, if First IC makes a special dividend, each U.S. holder of First IC common stock receiving the special dividend who: (a) is not a nonresident alien; (b) is not a nominee; (c) is not a corporation subject to income taxation under Subchapter C of Chapter 1 of the Code; (d) is neither a regulated investment company, as defined in Section 851 of the Code, nor a real estate investment trust, as defined in Section 856 of the Code; (e) is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property; (f) does not know or have reason to know that the special distribution is in fact a payment in lieu of a dividend rather than an actual dividend and First IC reports the special distribution to the U.S. holder of First IC common stock on Form 1099-DIV; (g) does not elect to treat the special distribution as investment income under Section 163(d)(4)(B)(iii) of the Code; and (h) has held the First IC common stock held by such holder for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which the First IC common stock becomes ex-dividend with respect to the special distribution, will likely be entitled to treat the amount of the special distribution received as qualified dividend income subject to federal income taxation as net capital gain under Section 1(h)(11) of the Code.

First IC expects that its accumulated earnings and profits will exceed the amount of any special dividend and that it is not likely that any U.S. holder of First IC common stock will recoup any income tax basis in any of their respective shares of First IC common stock upon receipt of the special dividend.

HOLDERS OF FIRST IC COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF THE SPECIAL DIVIDEND IF IT IS DECLARED AND PAID AS PART OF CONSUMMATING THE MERGER.

Backup Withholding

Backup withholding at the applicable rate (currently 24%) may apply with respect to certain cash payments to a U.S. holder of First IC common stock unless the U.S. holder:

•

furnishes a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with all the applicable requirements of the backup withholding rules; or

•

provides proof that it is otherwise exempt from backup withholding.

Any amounts withheld under the backup withholding rules are not an additional tax and would generally be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the U.S. holder timely furnishes the required information to the IRS.

Certain Reporting Requirements

U.S. holders of First IC common stock who receive MetroCity common stock as a result of the merger are required to retain permanent records and make such records available to any authorized IRS officers and employees. The records should include the number of shares of First IC common stock exchanged, the number of shares of MetroCity common stock received, the fair market value and tax basis of the shares of First IC common stock exchanged and the U.S. holder’s tax basis in the MetroCity common stock received.

If a U.S. holder that receives MetroCity common stock in the merger is considered a “significant holder,” such U.S. holder would be required (1) to file a statement with its U.S. federal income tax return in accordance

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with Treasury Regulation Section 1.368-3 providing certain facts pertinent to the merger, including such U.S. holder’s tax basis in, and the fair market value of, the First IC common stock surrendered by such U.S. holder in the merger (determined immediately before the merger), the names and employer identification numbers of First IC and MetroCity and the date of the merger and (2) to retain permanent records of these facts relating to the merger. A “significant holder” is any First IC shareholder that, immediately before the merger, (1) owned at least 1% (by vote or value) of the outstanding shares of First IC common stock, or (2) owned First IC securities with a tax basis of $1.0 million or more.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF ALL POTENTIAL TAX CONSEQUENCES OF THE MERGER. IT IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE, AND DOES NOT CONSTITUTE, TAX ADVICE. HOLDERS OF FIRST IC COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY OTHER U.S. FEDERAL TAX LAWS, OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY. HOLDERS OF FIRST IC COMMON STOCK ARE ALSO URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE EFFECT OF POSSIBLE CHANGES IN ANY OF THOSE LAWS AFTER THE DATE OF THIS PROXY STATEMENT/PROSPECTUS.

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THE COMPANIES

MetroCity Bankshares, Inc.

MetroCity Bankshares, Inc. is a registered holding company headquartered in Doraville, Georgia, and the parent company of Metro City Bank, a Georgia state-chartered bank that offers a full array of banking products and services. MetroCity currently operate 20 full-service branch locations in multi-ethnic communities in Alabama, Florida, Georgia, New York, New Jersey, Texas and Virginia. As of March 31, 2025, MetroCity had total assets of $3.66 billion, total loans held for investment of $3.13 billion, total deposits of $2.74 billion and shareholders’ equity of $428.0 million.

MetroCity’s common stock is listed on Nasdaq under the symbol “MCBS.”

MetroCity’s Our principal executive offices are located at 5114 Buford Highway, Doraville, Georgia 30340, and our telephone number at that address is (770) 455-4989. Our website address is www.metrocitybank.bank. Information contained on MetroCity’s website does not constitute part of, and is not incorporated into, this proxy statement/prospectus.

Information relating to executive compensation, various benefit plans, the principal holders of voting securities, relationships and related transactions and other related matters as to MetroCity is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 142.

First IC Corporation

First IC, which was incorporated in Georgia in 2016, operates as the bank holding company for First IC Bank, a Georgia state-chartered bank that was founded in 1998, and is headquartered in Doraville, Georgia. First IC has no material business operations at the holding company level other than owning and managing its wholly-owned banking subsidiary, First IC Bank. First IC’s primary activities are to provide assistance in the management and coordination of the financial resources of First IC Bank. First IC’s principal asset is the outstanding capital stock of First IC Bank, and First IC derives its revenues primarily from the operations of First IC Bank in the form of dividends received from First IC Bank.

First IC Bank is a state-chartered bank, chartered under the laws of the State of Georgia and headquartered in Doraville, Georgia, which provides a full range of retail and commercial banking services for consumers and small- to medium-size businesses located primarily in the Atlanta, Georgia metropolitan area along with full service and loan production offices in California, New Jersey, New York, Texas, and Washington.

As a bank holding company, First IC is subject to supervision and regulation by the Federal Reserve. As a state-chartered bank, First IC Bank is subject to supervision and regulation by the GA DBF and the FDIC.

As of March 31, 2025, First IC had total consolidated assets of $1.23 billion, total loans held for investment of $1.04 billion, total deposits of $975.9 million and total shareholders’ equity of $142.3 million.

First IC’s common stock is quoted on the OTC Expert Market under the symbol “FIEB.” First IC’s principal office is located at 5593 Buford Highway, Doraville, Georgia 30340, and its telephone number at that location is (770) 451-7200. For more information, see the First IC Bank’s website at www.firsticbank.com. The information on First IC’s website is not part of this proxy statement/prospectus, and the reference to the First IC website address does not constitute incorporation by reference of any information on that website into this proxy statement/prospectus.

Products and Services

First IC Bank is a community-oriented, full-service financial institution that is engaged in substantially all of the business operations customarily conducted by independent financial institutions in Georgia. First IC Bank offers a full complement of deposit, loan, and cash management products, including savings accounts, checking accounts, money market accounts, certificates of deposit, commercial loans, real estate

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loans and other term loans and lines of credit. The terms of these loans vary by purpose and by type of underlying collateral, if any. Loan products are designed to meet the needs of the community while providing an appropriate risk-adjusted return to the bank. First IC Bank’s customers include small to medium-sized businesses, as well as individuals.

Deposits represent First IC Bank’s primary source of funds to support earning assets. First IC Bank offers traditional depository products, including checking, savings, money market, and certificates of deposit with a variety of rates. Deposit products are structured to be competitive with rates, fees, and features offered by other local institutions. For the convenience of its customers, First IC Bank also offers drive-through banking facilities, automated teller machines, credit cards, debit cards, night depositories, personalized checks and safe deposit boxes.

Market Area and Competition

First IC Bank operates ten (10) banking locations and two (2) loan production offices in California, Georgia, New Jersey, New York, Texas, and Washington, with its primary market encompassing the Korean-American community and other multi-ethnic communities. First IC Bank’s full-service offices are located in markets where many of the businesses are owned by immigrants and other minority groups and First IC Bank’s client base reflects the multi-ethnic composition of these communities.

The markets in which First IC operates are highly competitive. In addition to competing with other commercial banks within and outside its primary service area, First IC competes with other financial institutions engaged in the business of making loans or accepting deposits, such as savings and loan associations, credit unions, industrial loan associations, insurance companies, small loan companies, financial companies, mortgage companies, real estate investment trusts, certain governmental agencies, credit card organizations, and other enterprises. Banks and other financial institutions with which First IC competes may have capital resources and legal loan limits substantially higher than those maintained by First IC. Many of First IC’s competitors have greater resources, have broader geographic markets, have higher lending limits than those maintained by First IC, and many of First IC’s non-bank competitors have fewer regulatory constraints and may have lower cost structures.

The following table lists First IC Bank’s deposit market share as of June 30, 2024 for each county in which First IC Bank has a branch, as reported in the FDIC’s Summary of Deposits.

Market Area County	Market Rank		Deposits in Market (in 000’s)			Market Share
Los Angeles County, California		83		$	50,569		0.01%
Dekalb County, Georgia		9		$	315,547		1.93%
Forsyth County, Georgia		19		$	11,420		0.16%
Fulton County, Georgia		30		$	119,041		0.10%
Gwinnett County, Georgia		15		$	361,348		1.47%
Bergen County, New Jersey		40		$	30,709		0.05%
Queens County, New York		52		$	15,786		0.02%
Dallas County, Texas		97		$	28,645		0.01%

The following table lists First IC Bank’s deposit market share, as reported in the FDIC’s Summary of Deposits, for each city or town in which First IC Bank has a branch, as of June 30, 2024.

Market Area	Market Rank		Deposits in Market (in 000’s)			Market Share
Los Angeles, California		50		$	50,569		0.03%
Doraville, Georgia		9		$	315,547		1.93%
Johns Creek, Georgia		30		$	119,041		0.10%
Duluth, Georgia		10		$	268,095		3.29%
Norcross, Georgia		8		$	49,248		3.12%
Suwanee, Georgia		9		$	174,466		4.27%
Palisades Park, New Jersey		9		$	30,709		2.32%
Bayside, New York		24		$	15,786		0.38%
Carrollton, Texas		12		$	28,645		1.08%

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Legal Proceedings

From time to time, First IC or its subsidiaries may become a party to various litigation matters incidental to the conduct of its business. However, neither First IC nor any of its subsidiaries is presently party to any legal proceeding the resolution of which, in the opinion of First IC’s management, would be expected to have a material adverse effect on First IC’s business, operating results, financial condition, or prospects.

Employees

As of March 31, 2025, First IC had no full-time equivalent employees and First IC Bank employed 122 full-time equivalent employees. No employees of First IC or First IC Bank are covered by a collective bargaining agreement. First IC considers its relationship with its employees to be good.

Description of Property

The principal executive offices of First IC and First IC Bank are located at 5593 Buford Highway, Doraville, Georgia 30340, which property is owned by First IC Bank. In addition, First IC Bank also operates from the eleven (11) locations set forth in the table below.

Office Location	Type of Location	Owned or Leased
2230 Pleasant Hill Rd Duluth, GA 30096	Branch Office	Leased
1291 Old Peachtree Rd N.W. BLDG 500 Suwanee, GA 30024	Branch Office	Leased
6170 Live Oak Parkway Norcross, GA 30093	Branch Office	Owned
10820 Abbotts Bridge Rd Duluth, GA 30097	Branch Office	Leased
3170 Peachtree Parkway Suite #110 Johns Creek, GA 30024	Branch Office	Leased
2509 Old Denton Rd Carrollton, TX 75006	Branch Office	Leased
211 Broad Avenue Palisades Park, NJ 07650	Branch Office	Leased
204-08 Northern Blvd Bayside, NY 11361	Branch Office	Leased
3345 Wilshire Blvd Suite #100 Los Angeles, CA 90010	Branch Office	Leased
6131 Orangethorpe Ave, Ste. 430 Buena Park, CA 90620	Loan Production Office	Leased
17414 Hwy 99 Suite 204 Lynnwood, WA 98037	Loan Production Office	Leased

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SECURITY OWNERSHIP OF CERTAIN FIRST IC BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 4, 2025, the beneficial ownership of First IC common stock by each of First IC’s directors and executive officers, by First IC’s directors and executive officers as a group, and by each person known to First IC to beneficially own more than 5% of the issued and outstanding shares First IC common stock. Unless otherwise indicated, the address of each listed First IC shareholder is c/o First IC Corporation, 5593 Buford Highway, Doraville, Georgia 30340.

The percentages of beneficial ownership in the following table are calculated in relation to the 9,070,161 shares of First IC common stock that were issued and outstanding as of May 4, 2025. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities. Unless otherwise indicated, and subject to the voting agreements entered into with MetroCity in connection with entering into the merger agreement, to First IC’s knowledge, the persons or entities identified on the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock(1)		Ownership as % of Common Stock Outstanding
Directors and Named Executive Officers:
Chong W. Chun		1,009,223		11.13%
Suk Hyun Kim(2)		343,132		3.78%
Eui Suk Lee(3)		258,286		2.85%
Tae Hyun Liu(4)		460,080		5.07%
Lucio S. Minn(5)		50,633		*
Dong Wook Kim(6)		110,805		1.22%
Edward L. Briscoe(7)		27,903		*
Dong Won Shin		15,231		*
All Directors and Executive Officers as a Group (8 persons)		2,275,293		25.09%
5% or Greater Shareholders:
Choong S Cho & Boksoo Kim Cho 2660 Peachtree RD NW 26-H Atlanta, GA 30305-3679		639,838		7.05%
Myong Tul Chu 3500 Bexton DR. Duluth, GA 30097		599,445		6.61%

Notes:

Denotes less than 1%.

(1)

In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner for purposes of this table, of any shares of First IC common stock if he or she has or shares voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from May 4, 2025. Edward L. Biscoe has the right to acquire 5,358 shares of First IC common stock within 60 days of May 4, 2025. As used herein, “voting power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose or direct the disposition of shares. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.

(2)

Shares held jointly with Mr. Kim’s spouse.

(3)

Includes 4,514 shares held jointly with Mr. Lee’s spouse.

(4)

Includes 30,623 shares held jointly with Mrs. Liu’s spouse and 429,457 shares held in the Joe C Liu TR U/A 7/2/2010 Tae Hyun Liu Irrevocable Trust in which Mrs.’s Liu’s spouse has sole voting and investment power.

(5)

Shares held jointly with Mr. Minn’s spouse.

(6)

Shares held jointly with Mr. Kim’s spouse.

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(7)

Including 22,545 shares held jointly with Mr. Briscoe’s spouse. In addition, Mr. Briscoe beneficially owns stock options to acquire 5,358 shares of First IC common stock, all of which are vested and exercisable. As such, Mr. Briscoe is deemed to be the beneficial owner of such shares for purposes of this table.

In accordance with voting agreements more fully described under the section of this document entitled “Ancillary Agreements to the Merger Agreement — Voting Agreements,” beginning on page 91, each director and executive officer of First IC has entered into a separate written agreement in which such party has agreed, among other things, to vote his or her shares of First IC common stock for the approval of the First IC merger proposal. The form of voting agreement is attached as Exhibit A to the merger agreement, a copy of which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. As of May 4, 2025, these directors and executive officers owned in the aggregate 2,275,293 shares of First IC common stock, or 25.09% of the issued and outstanding shares of First IC common stock.

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

As used in this section, unless the context otherwise requires, references to “First IC”, “we,” “us” and “our” refer to First IC and First IC Bank, on a consolidated basis.

The following discussion and analysis is intended to provide an overview of the significant factors affecting the financial condition and results of operations of First IC for the three months ended March 31, 2025 and 2024 and the years ended December 31, 2024 and 2023. The following discussion and analysis should be read in conjunction with the sections of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors,” and First IC’s consolidated financial statements and the accompanying notes included with this proxy statement/prospectus.

Overview

First IC is a Georgia corporation that owns all of the outstanding shares of common stock of First IC Bank, a Georgia-chartered financial institution headquartered in Doraville, Georgia. First IC Bank provides a full range of retail and commercial banking services for consumers and small- to medium-size businesses located primarily in the Atlanta, Georgia metropolitan area along with full service and loan production offices in Texas, Washington, New York, New Jersey and California. Lending and investing activities are funded primarily by deposits gathered through its retail branch office network.

First IC generates most of its income from interest and fee income on loans, service charges on deposit accounts and interest income from investment securities and deposits in other financial institutions. First IC incurs interest expense on deposits and other borrowed funds and noninterest expenses such as salaries and employee benefits, occupancy expense, data processing, professional fees and services, bank security, and other operating expenses. Net interest income is the largest source of First IC’s revenue. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.

Changes in the market interest rates and interest rates First IC earns on interest-earning assets or pays on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in First IC’s loan portfolio are affected by, among other factors, economic and competitive conditions in Georgia and the markets serviced by branches and loan production offices in Texas, Washington, New York, New Jersey, and California, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and homebuilding sectors within First IC’s target market.

Critical Accounting Estimates

Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. These policies require the reliance on estimates, assumptions and judgments, which may prove inaccurate or are subject to variations. Changes in underlying factors, estimates, assumptions or judgements could have a material impact on our future financial condition and results of operations.

Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgements and, as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of the allowance for credit losses (“ACL”), valuation of deferred tax assets, and the estimated fair value of financial instruments to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or

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additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our board of directors.

Our significant accounting policies are presented in Note 1 of our audited consolidated financial statements included with this proxy statement/prospectus. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Recent accounting pronouncements and standards that have impacted or could potentially affect us are also discussed in Note 1 of our audited consolidated financial statements included with this proxy statement/prospectus.

Allowance for credit losses

A critical accounting policy is our accounting policy related to the ACL. Effective January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Measurement of Current Expected Credit Losses on Financial Instruments, which modified the accounting for credit losses from an incurred loss model to an expected credit loss model. Under the incurred loss model, losses on financial instruments are recognized when it is probable that a loss has been incurred, while CECL is an “expected credit loss” model, which represents management’s estimate of expected credit losses over the life of the loan portfolio. The level of the ACL is calculated to maintain a reserve level that management considers sufficient to absorb estimated credit losses for financial instruments within the scope of CECL. The determination of the ACL involves a greater amount of judgment and complexity than our other significant accounting policies. Management’s determination of the adequacy of the ACL is based on the periodic evaluation of borrowers’ abilities to make loan payments, economic conditions, and other subjective factors. The evaluation has subjective components requiring material estimates. These factors may be susceptible to significant change and when actual results differ from the estimates, additional provisions for credit losses may be required which would adversely impact profitability.

In addition to the quantitative analysis, qualitative factors are used to adjust First IC’s historical loss data for current conditions and reasonable and supportable economic forecasts. Qualitative factors considered include, but may not be limited to, the following: changes in our lending policies and procedures; changes in international, national, regional, and local economic conditions; changes in the nature, volume, and terms of our financial assets; the experience, ability, and depth of our lending management and staff; changes in the volume and severity of past due loans; changes in the quality of our loan review system; changes in the value of underlying collateral for collateral dependent loans, the existence and effect of any concentrations of credit or changes in the levels of such concentrations; and the effect of other external factors including but not limited to competition, legal matters, and regulatory requirements. All of the aforementioned qualitative risk factors are assigned a weight of 10% with the exception of changes in economic conditions which has been assigned a weight of 20%. Each risk factor is then assigned a score on a scale of 5 indicating various impacts to the risk profile ranging from significant additional adverse risk to improved risk environment.

We measure expected credit losses for loans on a pooled basis when similar risk characteristics exist. We have identified the loan portfolio segmentation by loan type code as follows: commercial real estate, commercial line of credit, commercial term loans, construction real estate, unsecured installments, secured lines of credit, multi-family real estate, non-owner occupied residential real estate, owner occupied residential real estate, and Small Business Administration (SBA) loans. We have elected to implement the discounted cash flow (DCF) method which involves projecting and discounting expected cash flows from a financial asset to estimate its fair value, and subsequently, expected credit losses. The DCF method requires substantial data, including loan terms, historical data, and projections of future economic conditions that might impact cash flows. Expected cash flows are modeled, taking into consideration items such as prepayment speeds, default rates, and recoveries. The expected cash flows are then discounted back to present value using effective interest rates. The difference between the amortized cost basis and present value of expected cash flows is the ACL. We chose this methodology because it is periodic in nature which allows for effective incorporation of a reasonable and supportable forecast that is directionally consistent and aligns with other calculations outside of the ACL estimation. The methodology chosen also allows for the use of available peer group data for loss rate inputs to ensure comparability to our peers.

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For further information regarding our ACL see Note 1 and Note 4 in our audited consolidated financial statements included with this proxy statement/prospectus.

Valuation of deferred tax assets

First IC recognizes deferred tax assets and liabilities for future tax consequences arising from differences between the carrying amounts of existing assets and liabilities under GAAP and their respective tax basis. First IC evaluates the recoverability of its deferred tax assets at each year-end, weighing all positive and negative evidence, and establishes or maintains a valuation allowance for these assets if it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence of greater weight is necessary to support a conclusion that a valuation allowance is not needed.

The framework for assessing the recoverability of deferred tax assets requires all evidence available to be weighed, including: (1) the sustainability of recent profitability required to realize the deferred tax assets; (2) the cumulative net income or losses in the consolidated statements of operations in recent years; and (3) unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels on a continuing basis in future years.

For further information regarding our deferred tax assets and liabilities see Note 1 and Note 10 in our audited consolidated financial statements included with this proxy statement/prospectus.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is based on quoted market prices, or if market prices are not available, is estimated using various techniques.

When market prices are unavailable, significant assumptions used are verified against observable market data where possible. When observable market data is not available, the estimate of fair value becomes more subjective and involves a high degree of judgment. In this circumstance, fair value is estimated based on our judgment regarding the value that market participants would assign to the asset or liability. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there are inherent limitations to any valuation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

A portion of our assets are carried at fair value on our consolidated balance sheet. The majority of these assets are measured at fair value on a recurring basis, however, certain assets are measured at fair value on a nonrecurring basis based on the fair value of the underlying collateral.

For further information regarding the valuation of our financial instruments, see Note 1 and Note 16 in our audited consolidated financial statements included with this proxy statement/prospectus.

Results of Operations for the Three Months Ended March 31, 2025 and March 31, 2024

First IC reported net income available to common shareholders of $5.4 million for the three months ended March 31, 2025. Basic and diluted earnings per common share for the three months ended March 31, 2025 was $0.59, while return on assets (annualized), return on equity (annualized) and the efficiency ratio was 1.75%, 16.01%, and 48.69%, respectively. By comparison, First IC reported a net income available to common shareholders for the three months ended March 31, 2024 of $5.5 million, and basic and diluted loss per common share was $0.61. Return on assets (annualized), return on common equity (annualized), and the efficiency ratio was 1.91%, 18.35%, and 47.41%, respectively, for the three months ended March 31, 2024.

Net Interest Income

Net interest income is the difference between interest income on earning assets, such as loans and investment securities, and interest expense on liabilities, such as deposits and borrowings, which are used to

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fund those assets. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin.

Net interest income for the three months ended March 31, 2025 and 2024, was $12.7 million and $12.3 million, respectively, representing an increase of $420 thousand, or 3.43%. The net interest margin remained consisted between the first quarter of 2024 and the first quarter of 2025, measuring approximately 4.3% for both periods.

Net interest income increased primarily due to decreases in interest expense on deposits. Total interest expense was $7.6 million for the three months ended March 31, 2025, compared with $8.2 million for the three months ended March 31, 2024. Interest expense comprised of interest on deposits and borrowings which were $6.9 million and $730 thousand for the three months ended March 31, 2025, respectively, compared with $7.6 million and $631 thousand for the three months ended March 31, 2024, respectively. The decrease in interest on deposits was primarily driven by decreased certificate of deposit rate offerings as a result of the decreasing interest rate environment compounded by the loss of a number of customer accounts because First IC Bank was not able to match rates offered by other larger institutions in the markets First IC Bank serves. The decrease in interest on deposits was partially offset by an increase in interest on borrowings which was caused by an increase in the Federal Home Loan Bank of Atlanta (“FHLB”) borrowing balance, with an outstanding balance of $85.0 million at March 31, 2025 compared to the balance of $50.0 million at March 31, 2024.

Over the same period, interest income also decreased, but by an amount that was less than the decrease in interest expense. Total interest income was $20.3 million for the three months ended March 31, 2025, compared with $20.5 million for the three months ended March 31, 2024. The decrease was primarily driven by a decrease in interest income on interest-bearing deposits with other financial institutions that was partially offset by an increase in interest and fees earned on loans. Interest income from deposits with other financial institutions was $1.2 million and $2.2 million for the three months ended March 31, 2025 and 2024, respectively. The decrease was due to a decrease in deposit balances with other institutions of $38.3 million. The decrease was caused by funding needs for loan growth. Interest and fees on loans was $18.8 million and $18.0 million for the three months ended March 31, 2025 and 2024, respectively. The increase is primarily driven by growth of the loan portfolio, which increased by $117.3 million over the same period.

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The following table presents, for the periods indicated, the total dollar amount of average balances (in thousands), interest income from average interest-earning assets (in thousands) and the annualized resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in both dollars (in thousands) and rates. Any non-accruing loans have been included in the table as loans carrying a zero yield.

	Three Months Ended
	March 31, 2025								March 31, 2024
(dollars in thousands)	Average Balance			Interest Earned/ Interest Paid			Average Yield/ Rate		Average Balance			Interest Earned/ Interest Paid			Average Yield/ Rate
Assets
Interest-Earning Assets:
Deposits in other financial institutions		$	123,907		$	1,222		3.94%		$	175,714		$	2,170		4.94%
Investment securities			34,279			227		2.65%			33,796			210		2.49%
Loans			1,012,081			18,754		7.41%			920,943			18,037		7.83%
Corporate stock			3,632			57		6.28%			3,108			57		7.34%
Total interest-earning assets			1,173,899			20,260		6.90%			1,133,561			20,474		7.22%
Allowance for credit losses			(12,003)								(11,753)
Interest-earning assets, net			1,161,896								1,121,808
Noninterest-earning assets			34,302								33,171
Total assets		$	1,196,198							$	1,154,979
Liabilities and Shareholders’ Equity
Interest-Bearing Liabilities:
Interest-bearing demand deposits		$	41,639		$	19		0.18%		$	40,641		$	19		0.19%
Money market deposits			99,078			591		2.39%			84,178			475		2.26%
Savings deposits			7,149			6		0.34%			8,826			11		0.50%
Certificates and other time deposits			565,370			6,243		4.42%			565,236			7,087		5.02%
FHLB advances			59,222			729		4.92%			50,000			631		5.05%
Total interest-bearing liabilities			772,458			7,588		3.93%			748,881			8,223		4.39%
Non-interest-Bearing Liabilities:
Noninterest bearing demand deposits			259,255								257,041
Other liabilities			22,178								23,775
Total liabilities			1,053,891								1,029,697
Shareholders’ equity			142,307								125,282
Total liabilities and shareholders’ equity		$	1,196,198							$	1,154,979
Net interest rate spread								2.97%								2.83%
Net interest income and margin(1)					$	12,672		4.32%					$	12,251		4.32%

(1)

The net interest margin is equal to annualized net interest income divided by average interest-earning assets.

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The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and changes in interest rates. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.

	For the Three Months Ended March 31, 2025 vs. 2024
	Increase (Decrease) Due to Change In
(dollars in thousands)	Volume			Rate			Total
Interest-Earning Assets:
Deposits in other financial institutions		$	(640)		$	(308)		$	(948)
Investment securities			3			14			17
Loans			1,785			(1,068)			717
Corporate stock			10			(10)			—
Total increase (decrease) in interest income			1,158			(1,372)			(214)
Interest-Bearing Liabilities:
Interest-bearing demand deposits			—			—			—
Money market deposits			84			32			116
Savings deposits			(2)			(3)			(5)
Certificates and other time deposits			2			(846)			(844)
FHLB advances			116			(18)			98
Total increase (decrease) in interest expense			200			(835)			(635)
Increase (decrease) in net interest income		$	958		$	(537)		$	421

Provision for Credit Losses

First IC’s provision for credit losses is a charge to income in order to bring its ACL to a level deemed appropriate by management. The provision for credit losses was $100 thousand for each of the three months ended March 31, 2025 and 2024. The provision for credit losses for the three months ended March 31, 2025 and 2024 were related to management’s estimation of the ACL, as described above in the “Allowance for credit losses” section. First IC’s credit quality metrics remained strong with minimal nonperforming assets and past due loans as of March 31, 2025.

Noninterest Income

First IC’s primary sources of noninterest income are service charges on deposit accounts, including non-sufficient funds (“NSF”) fees; other service charges and fees, including wire transfer fees, interchange fees, and loan servicing fees; as well as gain on sale of loans, and other operating income. Noninterest income does not include loan origination fees, which are recognized over the life of the related loan as an adjustment to yield using the interest method.

Noninterest income totaled $1.6 million for the three months ended March 31, 2025, a decrease of $424 thousand, or 20.6%, when compared to the same period in 2024.

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The following table is a comparison of the components of noninterest income for the three months ended March 31, 2025 and 2024:

	For the Three Months Ended March 31,
(dollars in thousands)	2025			2024			Change $			Change %
Service charges on deposit accounts		$	565		$	554		$	11		2.0%
Other service charges, commissions and fees			533			809			(276)		-34.1%
Gain on sale of loans			507			652			(145)		-22.2%
Other operating income			33			48			(15)		-31.3%
Total		$	1,638		$	2,063		$	(425)		-20.6%

Notable variances for the noninterest income table above are as follows:

•

The decrease in other service charges, commissions, and fees is primarily attributable to decreases in service fees on SBA loans which was driven by a $32.2 million decrease in serviced SBA loan participation balances from March 31, 2024 to March 31, 2025.

•

The decrease in gain on sale of loans was primarily due to volume and timing differences. Fewer loans were sold during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Noninterest Expense

First IC’s primary components of noninterest expense are salaries and employee benefits, occupancy expense, data processing, processional fees, security, and other operating expenses.

Noninterest expense totaled $7.0 million for the three months ended March 31, 2025, a decrease of $168 thousand, or 2.5%, when compared to the same period in 2024.

The following table is a comparison of the components of noninterest expense for the three months ended March 31, 2025 and 2024:

	For the Three Months Ended March 31,
(dollars in thousands)	2025			2024			Change $			Change %
Salaries and employee benefits		$	3,835		$	3,644		$	191		5.2%
Occupancy expense			920			912			8		0.9%
Data processing			293			275			18		6.5%
Legal and professional fees			275			168			107		63.7%
FDIC insurance assessments			137			212			(75)		-35.4%
SBA loan referral fees			68			138			(70)		-50.7%
Bank security expense			253			248			5		2.0%
Other noninterest expenses			1,200			1,216			(16)		-1.3%
Total		$	6,981		$	6,813		$	168		2.5%

Components of noninterest expense were consistent and comparable between the three months ended March 31, 2025 and 2024. Notable variances in the noninterest expense table above are as follows:

•

The increase in salaries and employee benefits was primarily due performance based raises awarded between the two periods and increases in other employee related costs such as payroll taxes and group insurance costs. There were no new branch or loan production office locations during the period, so headcount was not a significant driver of the increase noted.

•

The increase in legal and professional fees was primarily due to an increase in legal fees related to the merger of approximately $110 thousand. Accounting and auditing fees remained consistent between the two periods.

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•

The decrease in FDIC insurance assessment was due to First IC Bank being released from its Consent Order with the FDIC and the GA DBF in November 2024. Fees decreased as less attention and oversight was required subsequent to the release of the Consent Order.

•

The decrease in SBA loan referral fees was due to a decreased volume of SBA loan originations and loan sales during the periods, despite significant loan portfolio growth overall.

Income Taxes

The amount of federal and state income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other nondeductible expenses. Income tax expense decreased $50 thousand for the three months ended March 31, 2025, compared with the same period in 2024. First IC’s effective tax rate was 25.7% for the three months ended March 31, 2025, compared to 25.8% for the three months ended March 31, 2024.

Results of Operations for the Years Ended December 31, 2024 and 2023

For the twelve months ended December 31, 2024, First IC reported net income available to common shareholders of $24.7 million. Basic and diluted earnings per common share for the twelve months ended December 31, 2024, was $2.72, while return on assets, return on equity and the efficiency ratio was 2.07%, 17.96%, and 46.17%, respectively. By comparison, First IC’s net income available to common shareholders for the twelve months ended December 31, 2023, was $24.6 million and basic and diluted earnings per common share was $2.71. Return on assets, return on common equity, and the efficiency ratio was 2.13%, 20.21%, and 44.50%, respectively, for the twelve months ended December 31, 2023.

Net Interest Income

Net interest income for the twelve months ended December 31, 2024 and 2023 was $51.9 million and $51.9 million, respectively, representing an increase of $16 thousand, or 0.03%. The net interest margin decreased 21 basis points from 4.71% for the twelve months ended December 31, 2023 to 4.50% for the same period in 2024 due primarily to significant interest income growth driven by a growth in the loan portfolio and rate increases on interest bearing deposits with other institutions, offset by customer changes in deposit class to take advantage of higher interest rate offerings and certain special rate offerings during the year to keep pace with loan demand.

Net interest income increased by only 0.03% from the year ended December 31, 2023 to December 31, 2024. Total interest expense was $32.1 million for the year ended December 31, 2024, compared with $26.1 million for the year ended December 31, 2023. Interest expense comprised of interest on deposits and borrowings which were $29.5 million and $2.5 million for the year ended December 31, 2024, respectively, compared with $24.2 million and $1.9 million for the year ended December 31, 2023, respectively. The increase in interest on deposits was primarily driven by volume increases from natural growth and special rate offerings as well as shifts in existing customer balances to deposit offerings with higher interest rate offerings. The increase in interest on borrowings was caused by increased FHLB borrowing activity during the year to provide liquidity to support loan growth.

Over the same period, interest income also increased. Total interest income was $83.9 million for the year ended December 31, 2024, compared with $77.9 million for the year ended December 31, 2023. The increase was primarily driven by increases in interest and fees on loans and interest income on interest-bearing deposits with other financial institutions which totaled $74.4 million and $8.4 million, respectively, for the year ended December 31, 2024, and $69.7 million and $7.2 million, respectively, for the year ended December 31, 2023. The increase in interest and fees on loans was primarily driven by growth of the loan portfolio while the increase in interest on deposits with other financial institutions was primarily driven by higher rates on interest-bearing balances throughout 2024.

The average yield on interest-earning assets and the average rate paid on interest-bearing liabilities are primarily impacted by changes in market interest rates as well as changes in the volume and relative mix of the underlying assets and liabilities.

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The following table presents, for the periods indicated, the total dollar amount of average balances (in thousands), interest income from average interest-earning assets and the annualized resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in both dollars (in thousands) and rates. Any non-accruing loans have been included in the table as loans carrying a zero yield.

	Years Ended
	December 31, 2024								December 31, 2023
(dollars in thousands)	Average Balance			Interest Earned/ Interest Paid			Average Yield/ Rate		Average Balance			Interest Earned/ Interest Paid			Average Yield/ Rate
Assets
Interest-Earning Assets:
Deposits in other financial institutions		$	157,771		$	8,380		5.31%		$	153,579		$	7,159		4.66%
Investment securities			34,314			882		2.57%			37,030			939		2.54%
Loans			958,199			74,435		7.77%			907,556			69,713		7.68%
Corporate stock			3,166			232		7.33%			2,220			111		5.00%
Total interest-earning assets			1,153,450			83,929		7.28%			1,100,385			77,922		7.08%
Allowance for credit losses			(11,915)								(11,132)
Interest-earning assets, net			1,141,535								1,089,253
Noninterest-earning assets			34,652								33,892
Total assets		$	1,176,187							$	1,123,145
Liabilities and Shareholders’ Equity
Interest-Bearing Liabilities
Interest-bearing demand deposits		$	38,977			67		0.17%		$	42,424			74		0.17%
Money market deposits			83,508			2,009		2.41%			118,766			2,315		1.95%
Savings deposits			8,478			36		0.42%			10,609			50		0.47%
Certificates and other time deposits			560,227			27,409		4.89%			521,519			21,737		4.17%
FHLB advances			50,001			2,538		5.08%			36,562			1,892		5.17%
Total interest-bearing liabilities			741,191			32,059		4.33%			729,880			26,068		3.57%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits			273,698								250,961
Other liabilities			28,034								24,723
Total liabilities			1,042,923								1,005,564
Shareholders’ equity			133,264								117,581
Total liabilities and shareholders’ equity		$	1,176,187							$	1,123,145
Net interest rate spread								2.95%								3.51%
Net interest income margin(1)					$	51,870		4.50%					$	51,854		4.71%

(1)

The net interest margin is equal to annualized net interest income divided by average interest-earning assets.

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	For the Years ended December 31,
	2024 vs. 2023
	Increase (Decrease) Due to Change In
(dollars in thousands)	Volume			Rate			Total
Interest-Earning Assets:
Deposits in other financial institutions		$	195		$	1,026		$	1,221
Investment securities			(69)			12			(57)
Loans			3,890			832			4,722
Corporate stock			47			74			121
Total increase in interest income			4,063			1,944			6,007
Interest-Bearing Liabilities:
Interest-bearing demand deposits			(6)			(1)			(7)
Money market deposits			(687)			381			(306)
Savings deposits			(10)			(4)			(14)
Certificates and other time deposits			1,613			4,059			5,672
FHLB advances			695			(49)			646
Total increase in interest expense			1,605			4,386			5,991
Increase (decrease) in net interest income		$	2,458		$	2,442		$	16

Provision for Credit Losses

First IC recorded $400 thousand in provision for credit losses for the twelve months ended December 31, 2024, as compared to $1 million in provision for credit losses for the twelve months ended December 31, 2023, representing a decrease of $600 thousand, or 60%. The decrease in the provision for credit losses for the twelve months ended December 31, 2024, as compared to the same period of 2023, was primarily due to an increased provision in 2023 following the implementation of ASC 326 which was able to be reduced in 2024 as First IC Bank’s model began to normalize.

Noninterest Income

First IC’s primary sources of noninterest income are service charges on deposit accounts, including NSF fees; other service charges and fees, including wire transfer fees, interchange fees, and loan servicing fees; as well as gain on sale of loans, and other operating income. Noninterest income does not include loan origination fees, which are recognized over the life of the related loan as an adjustment to yield using the interest method.

Noninterest income totaled $9.3 million for the year ended December 31, 2024, an increase of $415 thousand, or 4.7%, when compared to the same period in 2023.

The following table is a comparison of the components of noninterest income for the twelve months ended December 31, 2024, and 2023:

	For the Twelve Months Ended December 31,
(dollars in thousands)	2024			2023			Change $			Change %
Service charges on deposit accounts		$	2,356		$	2,189		$	167		7.6%
Other service charges, commissions and fees			2,890			3,182			(292)		-9.2%
Gain on sale of loans			3,807			3,281			526		16.0%
Other operating income			221			207			14		6.8%
Total		$	9,274		$	8,859		$	415		4.7%

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Notable variances for the noninterest income table above are as follows:

•

The increase in service charges on deposit accounts was primarily due to increases in NSF fees and service charges on business accounts, both of which were driven by deposit volume increases experienced during the period.

•

The decrease in other service charges, commissions, and fees was primarily due to decreases in debit card interchange fees and servicing fees on SBA loans. The decrease in debit card interchange fees is based on customer usage. The decrease in service fees on SBA loans was driven by a decrease in the balance of serviced portions of SBA loans sold.

•

The increase in gain on sale of loans is primarily volume driven. There were no significantly larger loans sold in 2024 as compared to 2023, but the loan portfolio did increase by $77.2 million.

Noninterest Expense

First IC’s primary components of noninterest expense are salaries and employee benefits, occupancy expense, data processing, processional fees, security, and other operating expenses.

Noninterest expense totaled $28.0 million for the twelve months ended December 31, 2024, an increase of $1.5 million, or 5.5%, when compared to the same period in 2023.

The following table is a comparison of the components of noninterest expense for the year ended December 31, 2024, and 2023:

	For the Twelve Months Ended December 31,
(dollars in thousands)	2024			2023			Change $			Change %
Salaries and employee benefits		$	15,039		$	14,447		$	592		4.1%
Occupancy expense			3,653			3,535			118		3.3%
Data processing			1,093			1,018			75		7.4%
Legal and professional fees			628			845			(217)		-25.7%
FDIC insurance assessments			812			732			80		10.9%
SBA loan referral fees			621			399			222		55.6%
Bank security expense			1,095			1,023			72		7.0%
Other noninterest expenses			5,103			4,576			527		11.5%
Total		$	28,044		$	26,575		$	1,469		5.5%

Notable variances for the noninterest expense table above are as follows:

•

The increase in salaries and employee benefits was primarily due to performance based raises awarded between the two periods of approximately 3% as well as a slight employee headcount increase. There were no new branch or loan production office locations during the period, so headcount growth was attributable to existing office and branch locations.

•

The increase in occupancy expense was due to increases in rent, utilities, and property taxes for existing office and branch locations. As noted above, there were no new locations that opened during the period.

•

The increase in data processing expense relates to all fees paid to First IC Bank’s core system provider. First IC Bank grew in 2024, and a portion of billings from the core data processing provider are volume and activity driven.

•

The decrease in legal and professional fees was due to fees paid during 2023 related to a decrease in legal fees. Additionally, accounting fees decreased which was driven mostly by decreased fees for the required FDICIA engagement as 2023 was the first year under audit and required substantial planning and set-up time.

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•

The increase in SBA loan referral fees was volume driven. The loan portfolio grew by $77.2 million, and a significant amount of referrals were obtained and followed through to assist in the recognized growth.

•

The increase in other noninterest expense was primarily due to increases in taxes other than income, directors fees, and armed carrier expense. All three of these items are impacted in a directionally consistent manner with the growth recognized over the same period.

Income Taxes

The amount of federal and state income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other nondeductible expenses. Income tax expense decreased $570 thousand, or 6.65%, to $8 million for the year ended December 31, 2024 compared with $8.6 million for the same period in 2023 primarily due to a decrease in pre-tax net income in 2024. The effective tax rates were 24.46% and 25.86% for the years ended December 31, 2024 and 2023, respectively.

Financial Condition

Loan Portfolio

Total loans held for investment as of March 31, 2025, were $1.0 billion, an increase of $47.6 million, or 4.8%, from December 31, 2024. The key driver of this change was organic growth and a strong loan pipeline. Total loans held for investment as of December 31, 2024, were $997.2 million, an increase of $77.2 million, or 8.4%, from December 31, 2023. The key driver of this change was organic growth and a strong loan pipeline.

Loans held for investment as a percentage of total deposits were 107.1%, 102.3% and 96.5% as of March 31, 2025, December 31, 2024, and December 31, 2023, respectively. Total loans held for investment as a percentage of total assets were 85.2%, 83.6% and 79.6% as of March 31, 2025, December 31, 2024, and December 31, 2023, respectively.

The following table summarizes First IC’s loan portfolio by type of loan and as a percentage of total loans as of the dates indicated:

	March 31, 2025					December 31, 2024					December 31, 2023
(dollars in thousands)	Amount			Percent		Amount			Percent		Amount			Percent
Commercial		$	221,514		21.2%		$	214,344		21.5%		$	195,503		21.3%
Real Estate
Construction & Development			2,374		0.2%			3,573		0.4%			3,494		0.4%
1-4 Family			272,550		26.1%			267,967		26.9%			264,504		28.8%
Multifamily			25,755		2.5%			8,321		0.8%			13,557		1.5%
Commercial			522,172		50.0%			502,588		50.4%			442,838		48.1%
Consumer			395		0.0%			410		0.0%			93		0.0%
Total loans			1,044,760		100.0%			997,203		100.0%			919,989		100.0%
Less: Allowance for credit losses			(12,037)					(11,936)					(11,749)
Loans, net of allowance for credit losses		$	1,032,723				$	985,267				$	908,240

First IC has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. Diversification of the loan portfolio is a means of managing the risks associated with fluctuations in economic conditions.

In order to manage the diversification of the loan portfolio, First IC segments loans into classes. The real estate loan segment is sub-segmented into classes that primarily include commercial real estate loans, construction and development loans, 1-4 family residential loans and multi-family residential loans. First IC

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analyzes the overall ability of the borrower and guarantors to repay a loan. Information and risk management practices specific to First IC’s loan segments and classes follows.

Commercial: First IC’s commercial loan segment encompasses loans extended to businesses for various purposes, including working capital, equipment financing, other real property acquisition and development, and other business-related needs. A portion of this portfolio includes loans originated and partially guaranteed by the SBA which often times also include a sold portion that is serviced by First IC. Commercial loans are loans primarily underwritten based on the cash flows of the business operations of the borrower and secured by assets being financed such as accounts receivable, inventory, and equipment. Commercial loans often are dependent on the profitable operations of the borrower. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The cash flows of borrowers may not be as expected and the collateral securing these loans may fluctuate, increasing the risk associated with this loan segment. As a result of the additional complexities, variables, and risks, commercial loans typically require more thorough underwriting and servicing than other types of loans. The commercial loan portfolio increased $7.2 million, or 3.3%, to $221.5 million as of March 31, 2025 compared to $214.3 million as of December 31, 2024. Total commercial loans as of December 31, 2024 increased $18.8 million, or 9.6%, compared to $195.5 million as of December 31, 2023.

Construction & Development. First IC makes construction loans to fund commercial construction, residential construction, and real estate development construction. Construction loans involve additional risks as they often involve the disbursement of funds with the repayment dependent on the ultimate success of the project’s completion. Sources of repayment for these loans may be pre-committed permanent financing or sale of the developed property. The loans in this portfolio are monitored closely by management. Due to uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan to value ratio. As a result of these uncertainties, construction lending often includes the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. First IC’s land and lot loans include loans to fund the purchase of land for the purposes of commercial or residential development. These loans involve additional risk as land values can fluctuate more than other real estate property types. First IC has more stringent loan to value policy limits for this segment due to the potential fluctuation in collateral value. Sources of repayment for these loans may be pre- committed permanent financing, the sale of individual residential lots, or the sale of the developed commercial property. The construction & development loan portfolio decreased $1.2 million, or 33.6%, to $2.4 million as of March 31, 2025 compared to $3.6 million as of December 31, 2024. Total construction & development loans as of December 31, 2024 increased $79 thousand, or 2.3%, compared to $3.5 million as of December 31, 2023.

1-4 Family. First IC’s 1-4 family loans include the origination of 1-4 family residential mortgage loans and home equity lines of credit collateralized by owner-occupied residential properties generally located in the market areas in which First IC has branch and loan production office locations. The 1-4 family loan portfolio increased $4.6 million, or 1.7%, to $272.6 million as of March 31, 2025 compared to $268.0 million as of December 31, 2024. Total 1-4 family loans as of December 31, 2024 increased $3.5 million, or 1.3%, compared to $264.5 million as of December 31, 2023.

Multifamily: First IC’s multifamily residential loan portfolio consists of loans secured by apartment buildings and other residential properties with five or more dwelling units. The primary objective of this lending activity is to provide financing for the acquisition, refinancing, or improvement of these properties. The multifamily loan portfolio increased $17.4 million, or 209.5%, to $25.8 million as of March 31, 2025 compared to $8.3 million as of December 31, 2024. Total multifamily loans as of December 31, 2024 decreased $5.2 million, or 38.6%, compared to $13.6 million as of December 31, 2023.

Commercial Real Estate: First IC makes commercial real estate mortgage loans which are primarily viewed as cash flow loans and secondarily as loans secured by real estate. The properties securing First IC’s commercial real estate mortgage loans can be owner occupied or non-owner occupied. Concentrations within the various types of commercial properties are monitored by management in order to assess the risks in the portfolio. The repayment of these loans is largely dependent on the successful operation of the property

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securing the loan or the business conducted on the property securing the loan. Accordingly, repayment of these loans may be subject to adverse conditions in the real estate market or the economy to a greater extent than other types of loans. First IC seeks to minimize these risks in a variety of ways in connection with underwriting these loans, including giving careful consideration to the property’s operating history, future operating projections, current and projected occupancy, location and physical condition. The commercial real estate loan portfolio increased $19.6 million, or 3.9% to $522.2 million as of March 31, 2025 compared to $502.6 million as of December 31, 2024. Total commercial real estate loans as of December 31, 2024 increased $59.8 million, or 13.5%, compared to $442.8 million as of December 31, 2023.

Consumer: First IC’s consumer loans include automobile loans, personal loans (collateralized and uncollateralized) and deposit account collateralized loans. The terms of these loans typically range from 1 to 15 years and vary based on the nature of collateral and size of the loan. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus more likely to be adversely affected by job loss, illness or personal bankruptcy. Furthermore, the application of various federal and state laws may limit the amount which can be recovered on such loans. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as deemed appropriate by First IC’s management. The consumer loans decreased $15 thousand, or 3.7%, to $395 thousand as of March 31, 2025 compared to $410 thousand as of December 31, 2024. Consumer loans as of December 31, 2024 increased $317 thousand, or 340.9%, compared to $93 thousand as of December 31, 2023.

Concentrations of Credit

Lending is concentrated in SBA, commercial real estate mortgage and consumer loans to local borrowers. The Company has a high concentration of real estate loans, and a specific concentration in strip shopping centers, which could pose an adverse credit risk, particularly with an economic downturn in the real estate market. A substantial portion of the borrowers’ ability to honor their contracts is dependent upon the viability of the real estate economic sector. Management monitors these concentrations on a continual basis and has considered these concentrations in the quarterly ACL analysis.

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following table is based on the contractual maturities of individual loans, including loans that may be subject to renewal at their contractual maturity. Renewal of these loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below because borrowers have the right to prepay obligations with or without prepayment penalties. The following table summarizes the loan maturity distribution by type and related interest rate characteristics as of the periods presented (in thousands):

As of March 31, 2025	One Year or less			After one through five years						After five through 15 years						After 15 years						Total
As of March 31, 2025	One Year or less			Fixed			Variable			Fixed			Variable			Fixed			Variable			Total
Commercial		$	8,873		$	10,337		$	4,471		$	8,641		$	19,790		$	6,844		$	162,558		$	221,514
Real Estate
Construction			2,374			—			—			—			—			—			—			2,374
I-4 Family			—			—			—			184			36,184			—			236,182			272,550
Multifamily			—			3,144			—			22,611			—			—			—			25,755
Commercial			18,602			300,238			5,900			148,099			—			49,333			—			522,172
Consumer			—			386			9			—			—			—			—			395
Total loans		$	29,849		$	314,105		$	10,380		$	179,535		$	55,974		$	56,177		$	398,740		$	1,044,760

Asset Quality

Nonperforming Assets and Potential Problem Loans. First IC has procedures in place to assist in maintaining the overall quality of its loan portfolio. First IC has established underwriting guidelines to be followed by its officers to monitor First IC’s delinquency levels for any negative or adverse trends.

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First IC had $3.6 million, $3.7 million, and $1.9 million in nonaccrual loans as of March 31, 2025, December 31, 2024, and December 31, 2023, respectively.

The following table presents information regarding nonperforming assets as of the dates indicated:

(dollars in thousands)	As of March 31, 2025			As of December 31, 2024			As of December 31, 2023
Nonaccrual loans:
Commercial		$	3,312		$	3,439		$	1,945
Real Estate:
Construction & Development			—			—			—
I-4 Family			291			293			—
Multifamily			—			—			—
Commercial			—			—			—
Consumer			—			—			—
Total nonaccrual loans			3,603			3,732			1,945
Accruing loans 90 or more days past due			—			—			—
Total nonperforming loans			3,603			3,732			1,945
Other real estate owned, net			—			—			—
Total nonperforming assets		$	3,603		$	3,732		$	1,945
Nonperforming assets to total assets			0.29%			0.31%			0.17%
Nonperforming loans to total loans			0.34%			0.37%			0.21%

Allowance for Credit Losses

The ACL represents a reserve for inherent losses in the loan portfolio. The adequacy of the ACL is evaluated quarterly. The portfolio is initially segregated based on results of internal reviews and external reviews by third parties with particular emphasis on nonaccrual and past due loans and other loans management believes might be potentially impaired or warrant additional attention. Additionally, the Company segregates the loan portfolio by type of loan and utilizes this segregation in evaluating exposure to risk within the portfolio. The amount of the ACL is affected by the following: (1) charge-offs of loans that decrease the ACL, (2) subsequent recoveries on loans previously charged-off that increase the ACL, and (3) provisions for credit losses charged to earnings that increase the ACL.

At March 31, 2025, December 31, 2024, and December 31, 2023, the ACL amounted to $12.0 million, $11.9 million, and $11.7 million, respectively, or 1.2%, 1.2%, and 1.3% of total loans, respectively. First IC believes that the ACL at March 31, 2025, December 31, 2024 and December 31, 2023 was adequate to cover estimated lifetime credit losses inherent in the loan portfolio as of such dates.

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The following table presents, as of and for the periods indicated, an analysis of the ACL and other related data:

(dollars in thousands)	Three Months Ended March 31, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Average loans outstanding		$	1,012,081		$	958,199		$	907,556
Gross loans outstanding at the end of period			1,044,760			997,203			919,989
Allowance for credit losses at beginning of period			11,936			11,749			10,162
Provision for credit losses			100			400			1,000
Charge-offs:
Commercial			—			694			—
Real Estate:			—			—			—
Consumer			—			—			16
Total charge-offs for all loan types			—			694			16
Recoveries:
Commercial			1			81			603
Real Estate			—			—			—
Consumer			—			400			—
Total recoveries for all loan types			1			481			603
Net (recoveries) charge-offs			1			(213)			587
Allowance for credit losses at end of period		$	12,037		$	11,936		$	11,749
Allowance for credit losses to total loans			1.15%			1.20%			1.28%
Net charge-offs to average loans(1)			0.00%			-0.02%			0.06%
Allowance for credit losses to nonperforming loans			334.08%			319.83%			604.06%

(1)

Interim period annualized.

The following table shows the allocation of the ACL among First IC’s loan categories and the percentage of the respective loan category to total loans held for investment as of the dates indicated. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which future losses may occur. The total ACL is available to absorb losses from any loan category.

	As of March 31, 2025					As of December 31, 2024					As of December 31, 2023
(dollars in thousands)	Amount			Percent of Loans to Total Loans		Amount			Percent of Loans to Total Loans		Amount			Percent of Loans to Total Loans
Balance of allowance for credit losses applicable to:
Commercial		$	2,267		1.02%		$	2,417		1.13%		$	2,986		1.53%
Real Estate			9,770		1.19%			9,519		1.22%			8,763		1.21%
Consumer			—		0.00%			—		0.00%			—		0.00%
Total allowance for credit losses		$	12,037		1.15%		$	11,936		1.20%		$	11,749		1.28%

Investment Portfolio

The investment portfolio consists of securities which are classified as available-for-sale. Investment securities classified as available for sale are measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated other comprehensive income, or loss until realized. Interest earned on available for sale investment securities is included in interest income.

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As of March 31, 2025, the carrying amount of available for sale investment securities totaled $32.5 million, a decrease of $2.2 million, or 6.5%, compared with $34.7 million as of December 31, 2024. The carrying amount of available for sale investment securities at December 31, 2024 increased $450 thousand, or 1.3%, compared with $34.3 million as of December 31, 2023. Available for sale investment securities represented 2.6%, 2.9% and 3.0% of total assets as of March 31, 2025, December 31, 2024, and December 31, 2023, respectively.

The following tables summarize the amortized cost and fair value of available for sale investment securities, with gross unrealized gains and losses as of the dates shown:

As of March 31, 2025 (dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized (Losses)			Fair Value
Available for sale investment securities:
U.S. Government agencies		$	10,417		$	1		$	(544)		$	9,874
Mortgage-backed securities			21,409			—			(2,262)			19,147
Taxable municipal securities			4,144			—			(689)			3,455
Total		$	35,970		$	1		$	(3,495)		$	32,476

As of December 31, 2024 (dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized (Losses)			Fair Value
Available for sale investment securities:
U.S. Government agencies		$	12,809		$	1		$	(710)		$	12,100
Mortgage-backed securities			21,921			—			(2,685)			19,236
Taxable municipal securities			4,153			—			(769)			3,384
Total		$	38,883		$	1		$	(4,164)		$	34,720

As of December 31, 2023 (dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized (Losses)			Fair Value
Available for sale investment securities:
U.S. Government agencies		$	13,489		$	10		$	(948)		$	12,551
Mortgage-backed securities			21,024			—			(2,782)			18,242
Taxable municipal securities			4,189			—			(712)			3,477
Total		$	38,702		$	10		$	(4,442)		$	34,270

The unrealized losses are attributable primarily to changes in market interest rates relative to those available when the available for sale investment securities were acquired. The fair value of these available for sale investment securities is expected to recover as the available for sale investment securities reach their maturity or re-pricing date, or if market rates for such investments decline.

First IC does not believe that any of the available for sale investment securities are impaired due to reasons of credit quality. Accordingly, as of March 31, 2025, December 31, 2024 and December 31, 2023, First IC has not established an ACL in its consolidated balance sheets for the periods then ended.

The average yield of First IC’s available for sale investment securities portfolio was 2.33% during the three months ended March 31, 2025 compared to 2.24% for the same period in 2024. The average yield for the year ended December 31, 2024 was 2.28% compared with 2.21% for the year ended December 31, 2023.

Deposits

First IC’s lending and investing activities are primarily funded by deposits. First IC offers a variety of deposit accounts having a range of interest rates and terms including demand, savings, money market and certificates and other time accounts.

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Total deposits as of March 31, 2025, were $975.9 million, an increase of $1.2 million, or 0.12%, from December 31, 2024. While total deposit balances remained almost unchanged, First IC has continued to see the deposit mix shift into higher yielding products, particularly certificates of deposit and other time deposits. Total time deposits as of March 31, 2025 were $589.7 million, an increase of $29.0 million, or 13.1% from December 31, 2024. Conversely, total noninterest bearing deposits as of March 31, 2025 were $257.4 million, a decrease of $17.8 million, or 6.5%, from December 31, 2024. As such, the level of time deposits to total deposits has increased from 57.5% as of December 31, 2024 to 60.4% as of March 31, 2025 while the level of noninterest- bearing deposits to total deposits has decreased from 28.2% as of December 31, 2024 to 26.4% as of March 31, 2025. First IC may also access funding by acquiring brokered deposits. As of March 31, 2025 and December 31, 2024, there were brokered deposits outstanding of $50.1 million and $35.2 million, respectively, all of which were included in time deposits over $250 thousand.

Total deposits as of December 31, 2024, were $974.7 million, an increase of $21.7 million, or 2.3%, from December 31, 2023. Key drivers of this change were organic growth in our business checking account category due to our continued focus on total relationship banking, which was partially offset by scheduled maturities of time deposits that were not replaced. Total time deposits as of December 31, 2024 were $560.6 million, a decrease of $12.9 million, or 5.5% from December 31, 2023. Conversely, total noninterest bearing deposits as of December 31, 2024 were $275.2 million, an increase of $32.0 million, or 13.2%, from December 31, 2023. As such, the level of time deposits to total deposits has decreased from 60.2% as of December 31, 2023 to 57.5% as of December 31, 2024 while the level of noninterest- bearing deposits to total deposits has increased from 25.5% as of December 31, 2023 to 28.2% as of December 31, 2024. As of December 31, 2024 and 2023, there were brokered deposits outstanding of $35.2 million and $35.1 million, respectively, all of which were included in time deposits over $250 thousand.

The following table sets forth the average balance amounts and the average rates paid on deposits held by First IC for the periods presented:

	For the three months ended March 31, 2025					For the year ended December 31, 2024					For the year December 31, 2023
(dollars in thousands)	Average Balance			Average Rate Paid		Average Balance			Average Rate Paid		Average Balance			Average Rate Paid
Noninterest-bearing demand deposits		$	259,255		0.00%		$	273,698		0.00%		$	250,961		0.00%
Interest-bearing demand deposits			41,639		0.18%			38,977		0.17%			42,424		0.17%
Money market deposits			99,078		2.39%			83,508		2.41%			118,765		1.95%
Savings deposits			7,148		0.34%			8,478		0.42%			10,609		0.47%
Certificates and other time deposits			565,370		4.42%			560,227		4.89%			521,519		4.17%
Total deposits		$	972,490		2.82%		$	964,888		3.06%		$	944,278		2.56%

The following table sets forth the portion of First IC’s certificates and other time deposits, by account, which are in excess of the FDIC insurance limit, by remaining time until maturity, as of March 31, 2025:

(dollars in thousands)	March 31, 2025
Three months or less		$	173,398
Over three months through six months			67,380
Over six months through twelve months			111,785
Over twelve months			—
Total		$	352,563

As of March 31, 2025, December 31, 2024, and December 31, 2023, approximately $352.6 million, $349.3 million, and $351.3 million, respectively, of our total deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for First IC’s regulatory reporting requirements.

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Other Borrowings

At March 31, 2025, December 31, 2024, and December 31, 2023, First IC had $85.0 million, $50.0 million, and $50.0 million of outstanding FHLB advances, respectively.

At March 31, 2025, First IC had total available credit from the FHLB totaling $298.0 million. From these available credit agreements, $85.0 million had been advanced, leaving remaining credit availability of $213.0 million. There were two advance agreements outstanding as of March 31, 2025. The first is a $50.0 million fixed rate hybrid advance with a rate of 4.993% due on June 16, 2025. The second is a $35.0 million daily rate credit advance with a rate of 4.570% due on December 4, 2025. FHLB advances require First IC to pledge, under a blanket lien, certain qualifying first mortgage loans. Total First IC Bank collateral as of March 31, 2025 was $223.2 million and included 1-4 family and commercial real estate loans.

At March 31, 2025, First IC also had lines of credit available approximating $12 million with correspondent banks which represent available credit for overnight borrowings from financial institutions. As of March 31, 2025, December 31, 2024, and December 31, 2023, there were no outstanding amounts under these lines of credit.

Contractual Obligations

The following table presents maturities of the outstanding borrowings and the estimated future minimum lease payments under the noncancelable operating leases as of March 31, 2025:

(dollars in thousands)	1 year or less			More than 1 Year but less than 3 years			3 year or more but less than 5 years			5 years or more			Total
Operating leases		$	1,536		$	2,504		$	2,047		$	2,294		$	8,381
FHLB advances			85,000			—			—			—			85,000
Total		$	86,536		$	2,504		$	2,047		$	2,294		$	93,381

Off-Balance Sheet Items

First IC is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include unfunded commitments on originated loans, commitments to extend credit, and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk more than the amount recognized in the consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement First IC has in those types of financial instruments.

First IC’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for unfunded commitments, commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. First IC uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of the contractual amount of First IC’s exposure to off-balance-sheet risk as of March 31, 2025, December 31, 2024, and December 31, 2023 is as follows:

(dollars in thousands)	March 31, 2025			December 31, 2024			December 31, 2023
Financial instruments whose contract amounts represent credit risk:
Unfunded commitments		$	23,377		$	23,800		$	43,598
Standby letters of credit		$	1,922		$	1,860		$	2,142
Commitments to extend credit		$	—		$	—		$	—

Unfunded commitments are the portions of originated loans by First IC that are available to be accessed or drawn upon by the borrower and represent the difference between the current principal balance and the total available credit based on terms in the executed loan documents. These amounts are generally

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related to commercial and consumer lines of credit, construction loans, and other loans purposed to provide working capital. First IC is exposed to credit risk related to these commitments in instances when available credit is drawn on and the borrower subsequently experiences financial difficulty. All loans in the loan portfolio, including those with unfunded commitments, are subject to underwriting procedures and requirements as established in Board-approved policies.

Standby letters of credit are conditional commitments issued by First IC to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. First IC evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by First IC upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income- producing commercial properties.

Liquidity and Capital Resources

Liquidity

Liquidity is the measure of First IC’s ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting First IC’s operating, capital, and strategic cash flow needs and to maintain reserve requirements to operate on an ongoing basis and manage unexpected events, all at a reasonable cost. For the three months ended March 31, 2025, and for the years ended December 31, 2024 and 2023, First IC’s liquidity needs have been met by core deposits, borrowed funds, investment security and loan maturities and amortizing investment security and loan portfolios. First IC has access funding sources from correspondent banks, and advances from the FHLB are available under a security and pledge agreement to take advantage of investment opportunities.

Liquidity sources available to First IC, including cash and due from banks, interest- bearing time deposits in banks, unpledged investment securities available for sale, at fair value, eligible to be pledged, and available lines of credit totaled approximately $386.1 million on March 31, 2025, $442.1 million on December 31, 2024, and $472.7 million on December 31, 2023.

First IC Bank is typically required to maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. The Federal Reserve adopted a rule in March 2020 eliminating the reserve requirement. There were no required balances at March 31, 2025, December 31, 2024, or December 31, 2023.

First IC is a legal entity, separate and distinct from First IC Bank. A significant portion of the revenues of First IC result from dividends paid to it by First IC Bank. There are various legal limitations applicable to the payment of dividends by First IC Bank to First IC and to the payment of dividends by First IC to its shareholders. Under the current supervisory practices of First IC Bank’s regulatory agencies, prior approval from those agencies is required if cash dividends declared in any given year exceed net income for that year, plus retained net profits of the two preceding years. The payment of dividends by First IC Bank or First IC may be limited by other factors, such as requirements to maintain capital above regulatory guidelines. First IC Bank’s regulatory agencies have the authority to prohibit First IC Bank or First IC from engaging in an unsafe or unsound practice in conducting their business. The payment of dividends, depending on the financial condition of First IC Bank, or First IC, could be deemed to constitute such an unsafe or unsound practice. In addition, under the current supervisory practices of the Federal Reserve, First IC should inform and consult with the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period for which the dividend is being paid or that could result in a material adverse change to First IC’s capital structure.

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Transfers of funds from First IC Bank to First IC in the form of loans, advances, and cash dividends are restricted by federal and state regulatory authorities. At March 31, 2025, the aggregate amount of unrestricted funds which could be transferred from First IC Bank to First IC, without prior regulatory approval, totaled $27.5 million. The amount of unrestricted funds is generally determined by subtracting the total dividend payments of First IC Bank from First IC Bank’s net income for that year, combined with First IC Bank’s retained net income for the preceding two years.

For the three months ended March 31, 2025, and the years ended December 31, 2024 and 2023, the aforementioned restrictions on First IC Bank’s ability to transfer funds to First IC has not had and is not reasonably likely to have in the future, an impact on the ability of First IC to meet its cash obligations.

Capital Resources and Regulatory Capital

First IC Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on First IC’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for Prompt Corrective Action (“PCA”), First IC Bank must meet specific capital guidelines (set forth in the table below) that involve quantitative measures of First IC Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. First IC Bank’s capital amounts, and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Management believes, as of March 31, 2025, December 31, 2024, and December 31, 2023, First IC Bank meets all capital adequacy requirements to which it is subject.

As of March 31, 2025, the most recent notification from the Federal Reserve Bank of Atlanta categorized First IC Bank as well capitalized under the regulatory framework, as outlined in the table below. There are no conditions or events since that notification that management believes have changed First IC Bank’s category.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under the Regulatory Framework of the Federal Deposit Insurance Act
(dollars in thousands)	Amount			Ratio		Amount			Ratio		Amount			Ratio
As of March 31, 2025:
Total Capital to Risk-Weighted Assets		$	155,063		17.99%		$	68,955		8.00%		$	86,194		10.00%
Tier 1 Capital to Risk-Weighted Assets			144,275		16.74%			51,711		6.00%			68,949		8.00%
Common Equity Tier 1 Capital to Risk Weighted Assets			144,275		16.74%			38,784		4.50%			56,021		6.50%
Tier 1 Capital to Average Assets			144,275		12.03%			47,972		4.00%			59,965		5.00%
As of December 31, 2024:
Total Capital to Risk-Weighted Assets		$	158,292		19.20%		$	65,955		8.00%		$	82,444		10.00%
Tier 1 Capital to Risk-Weighted Assets			147,965		17.95%			49,459		6.00%			65,945		8.00%
Common Equity Tier 1 Capital to Risk Weighted Assets			147,965		17.95%			37,094		4.50%			53,581		6.50%
Tier 1 Capital to Average Assets			147,965		12.18%			48,593		4.00%			60,741		5.00%
As of December 31, 2023:
Total Capital to Risk-Weighted Assets		$	142,757		17.07%		$	66,920		8.00%		$	83,650		10.00%
Tier 1 Capital to Risk-Weighted Assets			132,283		15.81%			50,502		6.00%			66,936		8.00%
Common Equity Tier 1 Capital to Risk Weighted Assets			132,283		15.81%			37,652		4.50%			54,386		6.50%
Tier 1 Capital to Average Assets			132,283		11.13%			47,541		4.00%			59,426		5.00%

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Total shareholders’ equity as of March 31, 2025, was $142.3 million, a decrease of $3.2 million, or 2.17%, from December 31, 2024. Key drivers of this change were the net income attributable to First IC for the three months ended March 31, 2025, partially offset by dividends and changes in accumulated other comprehensive losses, net of tax. Total accumulated other comprehensive loss, net of tax as of March 31, 2025, was $2.8 million, a decrease of $529 thousand, or 16.09%, from December 31, 2024. The key driver of this change was decreases in market interest rates over the comparable periods. First IC Bank continues to remain well capitalized as defined by regulatory guidelines.

Total shareholders’ equity as of December 31, 2024, was $145.5 million, an increase of $15.9 million, or 12.24%, from December 31, 2023. Key drivers of this change were the net income attributable to First IC for the twelve months ended December 31, 2024, partially offset by dividends paid and changes in other comprehensive losses, net of tax. Total accumulated other comprehensive loss, net of tax as of December 31, 2024, was $3.3 million, a decrease of $212 thousand, or 6.1%, from December 31, 2023. The key driver of this change was decreases in market interest rates over the comparable periods. First IC Bank continues to remain well capitalized as defined by regulatory guidelines.

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DESCRIPTION OF CAPITAL STOCK OF METROCITY

As a result of the merger, First IC shareholders who receive shares of MetroCity common stock in the merger will become shareholders of MetroCity. The rights of MetroCity shareholders are governed by Georgia law and the Restated Articles of Incorporation and Amended and Restated Bylaws of MetroCity. The following briefly summarizes the material terms of MetroCity common stock. This discussion does not purport to be a complete description of these rights and may not contain all of the information regarding MetroCity’s capital stock that is important to you. These rights can be determined in full only by reference to federal and state banking laws and regulations, the GBCC and the MetroCity Restated Articles of Incorporation and Amended and Restated Bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law, which MetroCity and First IC urge you to read. Copies of MetroCity’s governing documents have been filed with the SEC. To find out where copies of these documents can be obtained, as well as to obtain copies of First IC’s governing documents, see “Where You Can Find More Information” beginning on page 142.

General

MetroCity’s articles authorize the issuance of up to 40,000,000 shares of MetroCity common stock, par value of one cent ($0.01) per share, and up to 10,000,000 shares of preferred stock, par value of one cent ($0.01) per share. At April 1, 2025, there were issued and outstanding 25,402,782 shares of our common stock, and no shares of preferred stock.

Common Stock

Each share of MetroCity common stock has the same rights, privileges and preferences as every other share of common stock, and there is no preemptive, conversion, redemption rights or sinking fund provisions applicable to MetroCity common stock. The designations and powers, preferences and rights and the qualifications, limitations or restrictions of the MetroCity common stock are described below.

Dividend Rights. Subject to the rights of preferred stock MetroCity may use in the future, each share of MetroCity common stock will participate equally in dividends, which are payable when and as declared by our board of directors.

Liquidation and Dissolution. After the return of all funds to depositors and the payment of creditors and after distribution in full of the preferential amounts to be distributed to the holders of all classes and series of stock entitled thereto or the holders of capital notes, if any, in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation, as provided for in the Financial Institutions Code of Georgia and the GBCC, the holders of MetroCity common stock shall be entitled to receive all of MetroCity’s remaining assets.

Voting Rights. Each share of MetroCity common stock entitles the holder to one vote on all matters submitted to a vote of common shareholders, including the election of directors. There is no cumulative voting in the election of directors. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter will be the act of the shareholders, except for the election of directors. In the election of directors, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at any meeting where a quorum is present.

Absence of Preemptive Rights. MetroCity common stock does not have preemptive rights or other rights to subscribe for additional shares.

Stock Exchange Listing. MetroCity common stock is listed on The Nasdaq Global Select Market under the symbol “MCBS.”

Preferred Stock

Upon authorization of the MetroCity board of directors, MetroCity may issue shares of one or more series of preferred stock from time to time. MetroCity’s board of directors may, without any action by holders of MetroCity common stock (subject to Nasdaq shareholder approval rules) and except as may be otherwise

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provided in the terms of any series of preferred stock of which there are shares outstanding, adopt resolutions to designate and establish a new series of preferred stock.

Upon establishing such a series of preferred stock, the MetroCity board of directors will determine the number of shares of preferred stock of that series that may be issued and the rights and preferences of that series of preferred stock. The rights of any series of preferred stock may include, among others:

•

general or special voting rights;

•

preferential liquidation rights;

•

preferential cumulative or noncumulative dividend rights;

•

redemption or put rights; and

•

conversion or exchange rights.

MetroCity may issue shares of, or rights to purchase shares of, one or more series of MetroCity preferred stock that have been designated from time to time, the terms of which might:

•

adversely affect voting or other rights evidenced by, or amounts otherwise payable with respect to, the MetroCity common stock or other series of MetroCity preferred stock;

•

discourage an unsolicited proposal to acquire MetroCity; or

•

facilitate a particular business combination involving MetroCity.

Any of these actions could have an anti-takeover effect and discourage a transaction that some or a majority of MetroCity shareholders might believe to be in their best interests or in which our shareholders might receive a premium for their stock over MetroCity’s then market price.

Anti-Takeover Considerations and Special Provisions of MetroCity’s Articles, Bylaws and Georgia Law

Authorized but Unissued Capital Stock. At April 1, 2025, MetroCity had 14,597,218 shares of authorized but unissued shares of MetroCity common stock. MetroCity also had 10,000,000 shares of authorized but unissued shares of preferred stock, and the MetroCity board of directors may authorize the issuance of one or more series of preferred stock without shareholder approval (subject to Nasdaq shareholder approval rules). These shares could be used by MetroCity’s board of directors to make it more difficult or to discourage an attempt to obtain control of MetroCity through a merger, tender offer, proxy contest or otherwise.

Number and Classification of Directors. MetroCity’s articles of incorporation and bylaws provide that the number of directors shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by the board of directors, but in no event shall the number of directors be less than five (5) nor more than twenty-five (25). The board of directors is divided into three classes so that each director serves for a term expiring at the third succeeding annual meeting of shareholders after their election with each director to hold office until his or her successor is duly elected and qualified. The classification of directors, together with the provisions in the articles of incorporation and bylaws described below that limit the ability of shareholders to remove directors and that permit the remaining directors to fill any vacancies on the board of directors, have the effect of making it more difficult for shareholders to change the composition of the MetroCity board of directors. As a result, at least two annual meetings of MetroCity’s shareholders may be required for the shareholders to change a majority of the directors, whether or not a change in the board of directors would be beneficial and whether or not a majority of shareholders believe that such a change would be desirable, and three meetings, rather than one, would be required to replace the entire board.

Limitation on Right to Call a Special Meeting of Shareholders. MetroCity’s bylaws provide that special meetings of shareholders may only be called by MetroCity’s Chairman of the Board, Chief Executive Officer, President or by the affirmative vote of MetroCity’s board of directors.

Advance Notice Provisions. MetroCity’s bylaws provide an advance notice procedure for shareholder proposals to be brought before a meeting of MetroCity’s shareholders and for nominations by shareholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to

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be elected. Subject to any other applicable requirements, only such business may be conducted at a meeting of shareholders as has been brought before the meeting by, or at the direction of, MetroCity’s board of directors, or by a shareholder who has given to MetroCity’s Secretary timely written notice in proper form, of the shareholder’s intention to bring that business before the meeting. The presiding officer at such meeting has the authority to make such determinations. Only persons who are selected and recommended by MetroCity’s board of directors, or the committee of our board of directors designated to make nominations, or who are nominated by a shareholder who has given timely written notice, in proper form, to the Secretary prior to a meeting at which directors are to be elected will be eligible for election as directors.

To be timely, notice of nominations or other business to be brought before any meeting must be delivered to, or mailed or received by, the Secretary by the ninetieth (90th) day, and not earlier than the one hundred twentieth (120th) day, prior to the anniversary date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is called for a date more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice must be delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such annual meeting.

The notice of any shareholder proposal or nomination for election as director must set forth various information required under MetroCity’s bylaws. The person submitting the notice of nomination and any person acting in concert with such person must provide, among other things, the name and address under which they appear on our books (if they so appear) and the class and number of shares of MetroCity capital stock that are beneficially owned by them.

Filling of Board Vacancies; Removals. Any vacancies in the MetroCity board of directors and any directorships resulting from any increase in the number of directors may be filled by a majority of the remaining directors even if the number of directors then in office is less than a quorum.

New or Amendment of the Bylaws. New bylaws of MetroCity may be adopted or the bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote at any annual or special meeting of the shareholders or by the board of directors at any regular or special meeting of the board of directors; provided, however, that if such action is to be taken at a meeting of the shareholders, notice of the general nature of the proposed change in the bylaws must be given in the notice of the meeting.

Voting Provisions. MetroCity’s articles provide for a heightened voting threshold to consummate a change in control transaction, such as a merger, the sale of substantially all of our assets or other similar transaction. Accordingly, MetroCity will not be able to consummate a change in control transaction or sell all or substantially all of its assets without obtaining the affirmative vote of the holders of shares of MetroCity capital stock having at least two-thirds (2∕3) of the issued and outstanding shares of the Company entitled to vote.

Elimination of Liability and Indemnification. MetroCity’s articles of incorporation provide that a director of MetroCity will not incur any personal liability to MetroCity or its shareholders for monetary damages for certain breaches of fiduciary duty as a director. A director’s liability, however, is not eliminated with respect to (i) any appropriation, in violation of his or her duties, of any business opportunity of MetroCity, (ii) acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) any transaction from which the director derived an improper personal benefit, or, (iv) any unlawful distributions under certain provisions of state law. Our articles of incorporation and bylaws also provide, among other things, for the indemnification of our directors, officers and agents, and authorize our board of directors to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, such agents in connection with any personal legal liability incurred by the individual while acting for us within the scope of his or her employment (subject to certain limitations). MetroCity has obtained director and officer liability insurance covering all of MetroCity’s and Metro City Bank’s officers and directors.

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COMPARISON OF SHAREHOLDERS’ RIGHTS

MetroCity and First IC are each incorporated under the laws of the State of Georgia. Upon completion of the merger, the MetroCity Restated Articles of Incorporation and Restated Bylaws in effect immediately prior to the effective time of the merger will be the articles of incorporation and bylaws of the combined company. Because MetroCity and First IC are organized under the laws of the same state, differences in the rights of holders of MetroCity common stock and the rights of holders of First IC common stock will only arise from differences in the laws in their respective corporate governing documents. The material differences between the rights of holders of MetroCity common stock and the rights of holders of First IC common stock resulting from any differing provisions of their articles of incorporation and bylaws are summarized below.

The following summary does not purport to be a complete statement of the rights of MetroCity shareholders and First IC shareholders. The summary is necessarily general, and it is not intended to be a complete statement of all differences affecting the rights of shareholders of MetroCity or First IC, respectively, or a complete description of the specific provisions referred to below. This summary contains a list of the material differences but is not meant to be relied upon as an exhaustive list or a detailed description of the provisions discussed, and is qualified in its entirety by reference to the GBCC, and the governing documents of MetroCity and First IC, to which the shareholders of First IC are referred. Copies of the governing documents of MetroCity are available, without charge, to any person, including any beneficial owner of First IC common stock to whom this proxy statement/prospectus is delivered, by following the instructions listed under “Where You Can Find More Information” beginning on page 142.

	First IC			MetroCity
	Capitalization
	The total authorized common stock of First IC consists of 15,000,000 shares of common stock, par value $5.00 per share and 10,000,000 shares of preferred stock, par value $1.00 per share. As of the close of business on the record date, there were [•] shares of common stock outstanding, including [•] shares reserved for future issuance pursuant to outstanding options granted under First IC’s benefit plans and no shares of preferred stock outstanding.			The total authorized capital stock of MetroCity consists of 40,000,000 shares of common stock, par value $0.01 per share and 10,000,000 shares of preferred stock, par value $0.01 per share. As of April 1, 2025, there were 25,402,782 shares of common stock outstanding and no shares of preferred stock outstanding.
	Preemptive Rights
	Under the GBCC, a corporation’s shareholders do not have preemptive rights unless the corporation’s articles of incorporation provide otherwise. The shareholders of First IC do not have any preemptive rights.			Under the GBCC, a corporation’s shareholders do not have preemptive rights unless the corporation’s articles of incorporation provide otherwise. The shareholders of MetroCity do not have any preemptive rights.
	Voting
	Under First IC’s bylaws, each shareholder has one vote for each share of stock having voting power, registered in his or her name on the books of First IC.			Under MetroCity’s bylaws, each shareholder has one vote for each share of stock having voting power, registered in his or her name on the books of MetroCity.
	Quorum for Meeting of Shareholders and Shareholder Required Vote
	First IC’s bylaws provide that a majority of shares of stock outstanding entitled to vote at a meeting shall constitute a quorum for the transaction of business. In addition, the bylaws state that if a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the			MetroCity’s bylaws provide that a majority of shares of stock outstanding entitled to vote at a meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business. In addition, the bylaws state that if a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the

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	First IC			MetroCity
	shareholders, except as otherwise provided by law, First IC’s articles of incorporation or bylaws.			shareholders, except as otherwise provided by law, MetroCity’s articles of incorporation or bylaws.
	Limitations on Voting Rights
	Neither of First IC’s articles of incorporation or First IC’s bylaws contain limitations on the voting rights of the common stock of First IC, nor are such limitations applicable to First IC’s equity securities under the GBCC.			Neither of MetroCity’s articles of incorporation or MetroCity’s bylaws contain limitations on the voting rights of the common stock of MetroCity, nor are such limitations applicable to MetroCity’s equity securities under the GBCC.
	Dividends and Other Stock Rights
	First IC can pay dividends on its common stock in accordance with Georgia law. The First IC board of directors is authorized to provide for the issuance of preferred stock in such series and with such preferences, limitations, and relative rights as may be determined by the board of directors.			MetroCity can pay dividends on its common stock in accordance with Georgia law. The MetroCity board of directors is authorized to provide for the issuance of preferred stock in such series and with such preferences, limitations, and relative rights as may be determined by the board of directors.
	Right to Call Special Meetings of Shareholders of First IC and of Shareholders of MetroCity
	Special meetings may be called: • by the board of directors; or • by the president. For shareholders to call a special meeting, First IC requires a demand, in writing or by electronic transmission, of at least twenty-five percent of all the votes entitled to be cast on any issue proposed at the proposed special meeting.			Special meetings may be called: • by the chairman of the board of directors; • by the chief executive officer; • by the board of directors; or • by the president. Shareholders of MetroCity are not permitted to call a special meeting.
	Notice of Shareholder Meetings
	First IC requires the notice of shareholder meetings be given not less than 10 days nor more than 60 days before the meeting.			MetroCity requires the notice of shareholder meetings be given not less than 10 days nor more than 60 days before the meeting.
	Shareholder Proposals
	Neither of First IC’s articles of incorporation or First IC’s bylaws contain provisions regarding shareholder proposals.			In order for a shareholder to properly bring an item of business before an annual meeting, such shareholder must provide notice to the secretary of MetroCity at the principal executive offices of MetroCity not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, in the event that the annual meeting is called for a date more than 30 days prior to or 60 days after such anniversary date, notice by the shareholder must be delivered not earlier than the close of business 120 days prior to the date of such annual meeting and not later than the close of business on the later of 90 days prior to the date of such annual meeting or if the public announcement of the date of the annual meeting is less than 100 days prior to the date of the annual meeting, then 10 days after the public announcement.

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	First IC			MetroCity
				In order for a shareholder to properly bring an item of business before a special meeting called for the purpose of electing directors, such shareholder must provide notice to the secretary of MetroCity at the principal executive offices no earlier than the close of business 120 days prior to the special meeting and no later than the close of business on the 90th day prior to such meeting or the 10th day following the date on which notice of the date of the meeting was mailed or publicly disclosed, whichever occurs first. If related to a nominee to the board of directors or other business, the notice must set forth as to each matter the shareholder proposes to bring before the meeting: (a) the name and address of the shareholder; (b) the class or series and number of shares of capital stock of the corporation held of record, and the date such ownership was acquired, (c) any option, warrant, convertible security or similar right with an exercise that is directly or indirectly held by the shareholder, (d) any proxy, contract, arrangement or relationship pursuant to which the shareholder has a right to vote or granted a right to vote any shares, (e) any short interest in any security of the corporation, (f) any rights to dividends on the shares of the corporation that the shareholder holds that are separate from the underlying shares of the corporation, (g) any interests in shares of the corporation held by an entity that the shareholder is a general partner, manager or managing member, (h) any performance related fees that the shareholder is entitled to based on a change in the value of the shares of the corporation, (i) any similar arrangement described in (c) – (h) above owned by the shareholder’s immediate family sharing the same household, (j) representation that the shareholder will appear in person or by proxy to conduct the business proposed in the notice and whether the shareholder will deliver a proxy statement or form of proxy to holders of at least the percentage of the corporation’s outstanding shares required to approve the shareholder’s proposal or to otherwise solicit proxies from other shareholders in support of the shareholder’s proposal, (k) a certificate regarding whether or not the shareholder has complied with all applicable laws, (l) any other information which would be required to be included in a proxy statement or other filings required to be filed pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, and (m) any other information as reasonably requested by the corporation. If the proposal relates to any business other than a nomination of a director, the notice must also:

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	First IC			MetroCity
				(A) describe the business desired to be brought before the meeting, the reasons for conducting such business, and any material interest the shareholder has in such business, and (B) a description of all agreements between the shareholder and any other person in connection with such business. If the proposal relates to a nomination of a director, the notice must also provide information relating to each nominee including: (A) all information relating to the nominee that would be required to be disclosed in a proxy statement or other filings pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, (B) a description of any agreements between the shareholder and any other person in connection with the nomination, and (C) a description of all compensation and material monetary agreements between the shareholder and each proposed nominee that would be required to be disclosed pursuant to Item 404 of Regulation S-K were the shareholder the registrant for purposes of Item 404 and the nominee were a director or executive officer of such registrant. In connection with any such shareholder proposals, such shareholder is required to comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder.
	Board of Directors; Number and Term of Office
	First IC’s bylaws and articles of incorporation provide that the number of directors shall be no less than five and no more than twenty-five persons, as determined from time to time by resolution of the shareholders or of the board of directors provided that: a decrease in the number of directors shall not shorten an incumbent director’s term, and the number of directors may not be increased by more than two in any one year. First IC’s articles of incorporation provide that pursuant to the GBCC, each director shall be elected by the majority of votes cast at a meeting of the shareholders, called for such purpose, at which a quorum is present. “A majority of the votes cast” means that the number of votes cast “for” a director must exceed the number of votes “against” that director. Under the First IC bylaws, any vacancy occurring in the board of directors, whether caused by removal or otherwise and including vacancies resulting from an increase in the number of directors, may be filled for the unexpired term and until the shareholders have elected a successor by the vote of a majority of the directors remaining in office, though less than a quorum of the board of directors.			MetroCity’s bylaws and articles of incorporation provide that the board of directors and shall be divided into three classes which shall be as nearly equal in number as possible and the directors shall serve for terms of three years. Further, the number of directors shall be no less than five and no more than twenty-five persons, as determined from time to time by the affirmative vote of a majority of the shareholders or by the affirmative vote of a majority of all directors then in office. Under the MetroCity bylaws, any vacancy occurring in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled for the unexpired term or until the next meeting of shareholders, though less than a quorum of the board of directors.

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	First IC			MetroCity
	Board of Director Nominations
	Neither of First IC’s articles of incorporation or First IC’s bylaws contain provisions regarding director nominations.			Nominations of persons for election to the board of directors MetroCity may only be made at any meeting of shareholders at which directors are to be elected (i) by or at the direction of the board of directors, or (ii) pursuant to the shareholder proposal procedures described above.
	Removal and Resignation of Directors
	A director may be removed from office, with or without cause, upon the affirmative vote of the holders of a majority of the issued and outstanding shares of First IC common stock entitled to vote in an election of directors. A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its chairman, or First IC. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.			The entire board of directors or an individual director may be removed from office only for cause by the affirmative vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors. The board of directors may also remove a director if the director is adjudicated incompetent by a court, is convicted of a felony, does not accept the office within 60 days after being elected, fails to attend board of directors meetings for 6 consecutive meetings without being excused, or was an employee or officer of MetroCity and was discharged or resigned at the request of the board of directors for performance related reasons. A director may resign at any time either orally at a meeting of the board of directors, by advising the chairman or president, or by delivering notice to MetroCity. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
	Amendment of Bylaws
	The board of directors may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation or the GBCC reserves this power exclusively to the shareholders or unless the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal such bylaw. The shareholders may amend or repeal the bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by the board of directors.			The bylaws of the corporation may be altered or amended at any annual or special meeting of the shareholders or by the board of directors at any regular or special meeting of the board of directors; provided, adequate notice is provided prior to such meeting. The shareholders may provide by resolution that any bylaw provision repealed, amended, adopted, or altered by them may not be repealed, amended, adopted or altered by the board of directors. Action by the shareholders with respect to bylaws require an affirmative vote of a majority of all shares entitled to elect directors, and action by the board of directors with respect to bylaws require an affirmative vote of a majority of all directors then holding office.

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	First IC			MetroCity
	Amendment of Articles of Organization
	First IC’s articles of incorporation may be amended in accordance with the GBCC, which generally requires the approval of the First IC board of directors and the holders of a majority of the votes entitled to be cast on the amendment. Unless two-thirds of the directors then in office shall approve the proposed change, Article 8 (Limitation of Director Liability) of First IC’s articles of incorporation may be amended or rescinded only by the affirmative vote of at least two thirds of the issued and outstanding shares of First IC common stock entitled to vote thereon, at any regular meeting or special meeting of the shareholders.			MetroCity’s articles of incorporation may be amended in accordance with the GBCC, which generally requires the approval of the MetroCity board of directors and the holders of a majority of the votes entitled to be cast on the amendment. Unless two-thirds of the directors then in office shall approve the proposed change, Articles 5 (staggered board of directors) and 7 (approval of merger or sale of substantially all assets) of MetroCity’s articles of incorporation may be amended or rescinded only by the affirmative vote of at least two thirds of the issued and outstanding shares of MetroCity common stock entitled to vote thereon, at any regular meeting or special meeting of the shareholders.
	Limitation of Liability and Indemnification
	First IC’s articles of incorporation provide for the limitation of liability of directors, officers and certain non-officer employees. Under the First IC articles of incorporation, a director of shall not be liable to First IC or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, provided that the provisions of First IC’s articles of incorporation shall not eliminate or limit the liability of a director: (a) for any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (b) for acts or omissions which involve intentional misconduct or a knowing violation of law; (c) for the types of liability set forth in Section 14-2-832 of the GBCC; or (d) for any transaction from which the director received an improper personal benefit. If the GBCC is amended to authorize corporate action further eliminating or limiting the liability of directors after Article 8 of the articles of incorporation became effective, then, without further corporate action, the liability of a director of First IC, in addition to the limitation on liability provided in the articles of incorporation, shall be limited to the fullest extent permitted by the GBCC, as so amended. Under the First IC articles of incorporation, First IC shall, to the fullest extent permitted by the provisions of the GBCC and any other applicable law, indemnify each director and officer of the corporation against any and all expenses, liabilities or other matters referred to in or covered by the GBCC. The First IC bylaws provide that First IC shall indemnify a party because he or she is or was a			MetroCity’s articles of incorporation provide for the limitation of liability of directors. Under the MetroCity articles of incorporation, a director is released, discharged, remised and forgiven from any personal liability to the shareholders of MetroCity for monetary damages for breach of duty of care or other duty as a director, and all liability of directors to the shareholders of MetroCity are eliminated as completely and fully as permitted by 14-2-202(b)(4) of the GBCC; provided that the provisions of MetroCity’s articles of incorporation shall not eliminate or limit the liability of a director: (a) for any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (b) for acts or omissions which involve intentional misconduct or a knowing violation of law; (c) for any transaction from which the director received an improper personal benefit; or (d) for the types of liability set forth in Section 14-2-832 of the GBCC. The MetroCity bylaws provide that MetroCity shall indemnify a party because he or she is or was a director, trustee, officer, employee, or agent of the corporation, or that such person is or was serving, at the request of MetroCity, as a director, trustee, officer, employee, or agent of another firm, corporation, trust, or other organization or enterprise unless (i) such person is adjudged to have been guilty or liable for gross negligence, willful misconduct, or criminal acts in the performance of their duties to the corporation or to such other firm, corporation, trust, organization, or enterprise; or (ii) if the suit, action or proceeding has been the subject of a compromise settlement except with the approval of (x) a court of competent jurisdiction; (y) the shareholders of a majority of the outstanding shares of the corporation; or (z) a

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	First IC			MetroCity
	director or officer against liability incurred in the proceeding if: (i) such party conducted himself or herself in good faith; and (ii) such party reasonably believed: (A) in the case of conduct in his or her official capacity, that such conduct was in the best interests of First IC; (B) in all other cases, that such conduct was at least not opposed to the best interests of First IC; and (C) in the case of any criminal proceeding, that the party had no reasonable cause to believe such conduct was unlawful. A director’s or officer’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement that his or her conduct was at least not opposed to the best interests of First IC. First IC may not indemnify a party under its bylaws: (i) in connection with a proceeding by or in the right of First IC, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct under the First IC bylaws; or (ii) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. The First IC bylaws provide that First IC shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a party if he or she delivers to First IC: (i) a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in the bylaws or that the proceeding involves conduct for which such person’s liability has been eliminated under First IC’s articles of incorporation; and (ii) his or her written undertaking to repay any funds advanced if it is ultimately determined that the party is not entitled to indemnification under the bylaws or the GBCC. First IC may indemnify and advance expenses under the bylaws to a non-board-appointed officer or to an employee or agent of First IC who is not a director or board appointed officer, in each case, to the extent, consistent with public policy, that such indemnification and advances may be provided to a director or board-appointed officer. First IC shall not indemnify a party under the bylaws for any liability incurred in a proceeding in which the party is adjudged liable by a final			majority of the members of the board of directors excluding any director party to the same or substantially the same action, suit or proceeding. The MetroCity bylaws provide that MetroCity may pay the expenses in advance of the final disposition of an action described above if authorized by the board of directors upon receipt of an undertaking by or on behalf of the party to repay such amount unless it is ultimately determined that the party is entitled to be indemnified by MetroCity. MetroCity, upon the majority vote of its board of directors, may purchase and maintain indemnity insurance on behalf of any eligible party against liability asserted in any such capacity regardless of whether MetroCity would have the power to indemnify the party against such liability.

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	First IC			MetroCity
	nonappealable adjudication by a court or tribunal of proper jurisdiction to First IC or is subjected to injunctive relief in favor of First IC: (i) for any appropriation, in violation of his or her duties, of any business opportunity of First IC; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability set forth in Section 14-2-832 of the GBCC; or (iv) for any transaction from which he or she received an improper personal benefit. Where approved or authorized in the manner described in the bylaws, First IC may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if: (i) the party furnishes First IC a written affirmation of his or her good faith belief that his or her conduct does not constitute behavior of the kind described in the bylaws; and (ii) the party furnishes First IC a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification under the bylaws.
	Anti-Takeover Statutes/Provisions
	Under the GBCC, subject to certain exceptions, a merger, share exchange or sale, lease, exchange or transfer of all or substantially all of the corporation’s assets generally must be approved at a meeting of a corporation’s shareholders by the: (i) affirmative vote of a majority of all the votes entitled to be cast on the matter; and (ii) in addition, with respect to a merger or share exchange, affirmative vote of a majority of all the votes entitled to be cast by holders of the shares of each voting group entitled to vote separately on the transaction as a group by the articles of incorporation. First IC’s articles of incorporation and bylaws do not contain any provisions regarding approval of fundamental business transactions by the holders of First IC common stock.			MetroCity’s articles of incorporation provide that in any case in which the GBCC or other applicable law requires shareholder approval of any merger or share exchange of the MetroCity with or into any other corporation, or any sale, lease, exchange or other disposition of all or substantially all of the assets of MetroCity to any other corporation, person or other entity, approval of such actions shall require the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of the Corporation entitled to vote.
	Approval of Business Combinations
	The bylaws and articles of organization of First IC do not contain any special provisions relating to the approval of business combinations, and therefore business combinations requiring a vote of First IC’s shareholders are subject to the default rule under the GBCC requiring the affirmative vote of a majority of the outstanding shares entitled to vote thereon.			MetroCity’s articles of incorporation provide that in any case in which the GBCC or other applicable law requires shareholder approval of any merger or share exchange of the MetroCity with or into any other corporation, or any sale, lease, exchange or other disposition of all or substantially all of the assets of MetroCity to any other corporation, person or other entity, approval of such actions shall require the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of the Corporation entitled to vote.

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EXPERTS

MetroCity

The consolidated financial statements of MetroCity as of December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2024, and the effectiveness of internal control over financial reporting as of December 31, 2024 have been audited by Crowe LLP, an independent registered public accounting firm, as set forth in their reports thereon, included in MetroCity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such firm as experts in accounting and auditing.

First IC

The consolidated financial statements of First IC as of December 31, 2024 and 2023, and for each of the years in the three-year period ended December 31, 2024 have been audited by McNair, McLemore, Middlebrooks & Co., LLC, an independent auditor, as set forth in their report, which has been included in this proxy statement/prospectus. Such consolidated financial statements have been included in this proxy statement/prospectus in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

MetroCity has filed with the SEC a registration statement on Form S-4 under the Securities Act to register the shares of its common stock that First IC shareholders will be entitled to receive in connection with the merger. This proxy statement/prospectus is a part of that registration statement. The registration statement, including the attached annexes, exhibits and schedules, contains additional information about MetroCity and MetroCity common stock. The rules and regulations of the SEC allow MetroCity to omit certain information included in the registration statement from this proxy statement/prospectus.

MetroCity also files annual, quarterly and current reports, and other information with the SEC, which are available to the public free of charge at the SEC’s web site at www.sec.gov. MetroCity’s SEC filings are also available free of charge at MetroCity’s website at https://www. https://www.metrocitybank.bank/investor-relations/sec-filings. Information contained on MetroCity’s website does not constitute part of, and is not incorporated into, this proxy statement/prospectus.

The SEC allows MetroCity to “incorporate by reference” into this proxy statement/prospectus certain information in documents filed by MetroCity with the SEC, which means that MetroCity can disclose important information to you by referring you to those documents without actually including the specific information in this proxy statement/prospectus. The information incorporated by reference is considered to be a part of this proxy statement/prospectus and should be read with the same care. You should not assume that the information in this proxy statement/prospectus is current as of any date other than the date of this proxy statement/prospectus or that any information incorporated by reference herein is accurate as of any date other than the date of the document incorporated by reference (or, with respect to particular information contained in such document, as of any date other than the date set forth within such document as the date as of which such particular information is provided). MetroCity incorporates by reference into this proxy statement/prospectus the documents listed below (other than any portions thereof deemed furnished and not filed in accordance with SEC rules):

•

MetroCity’s Annual Report on Form 10-K and Form 10-K/A for the year ended March 10, 2025, filed with the SEC on March 10, 2025 and April 7, 2025, respectively;

•

the information specifically incorporated by reference into MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024 from MetroCity’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting, filed with the SEC on April 15, 2025;

•

MetroCity’s Current Reports on Form 8-K or Form 8-K/A, as applicable, filed with the SEC on January 15, 2025, March 17, 2025, March 19, 2025, April 16, 2025 and May 22, 2025;

•

MetroCity’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 8, 2025; and

•

The description of MetroCity’s common stock included as Exhibit 4.1 to its Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2024, filed with the SEC on March 10, 2025 and April 7, 2025, respectively, and any other amendment or report filed for the purposes of updating such description.

To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference. All reports and other documents MetroCity subsequently files under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC), between the date of this proxy statement/prospectus and the date of the First IC shareholder meeting of shareholders or the termination of this merger agreement, will also be incorporated by reference into this proxy statement/prospectus and deemed to be part of this proxy statement/prospectus from the date of the filing of such reports and documents. The most recent information that MetroCity files with the SEC automatically updates and supersedes older information. The information contained in any such filing will be deemed to be a part of this proxy statement/prospectus commencing on the date on which the document is filed.

You may obtain from MetroCity a copy of any documents incorporated by reference into this proxy statement/prospectus without charge to you either from MetroCity or from the SEC as described above.

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You can obtain documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from MetroCity at the following address:

MetroCity Bankshares, Inc.
5114 Buford Highway
Doraville, Georgia 30340
Attention: Lucas Stewart, Assistant Corporate Secretary
Telephone: (770) 455-4989

First IC is a private company and accordingly does not file reports or other information with the SEC. If you would like to request documents from First IC, please send a request in writing or by telephone to First IC at the following address:

First IC Corporation
5593 Buford Highway
Doraville, Georgia 30340
Attention: Edward Briscoe
Telephone: (770) 451-7200

If you would like to request documents, please do so by [•], 2025 to receive them before the First IC shareholder meeting. If you request any incorporated documents from MetroCity, then MetroCity will mail them to you by first-class mail, or another equally prompt means, within one business day after MetroCity receives your request.

MetroCity has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to MetroCity, and First IC has supplied all information contained in this proxy statement/prospectus relating to First IC.

Neither MetroCity nor First IC has authorized anyone to give any information or make any representation about the merger, the MetroCity common stock to be received by First IC shareholders in the merger or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/ prospectus does not extend to you. The information contained herein speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

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[MISSING IMAGE: lg_mcnairmclemore-4c.jpg]

389 Mulberry Street | Macon, Georgia 31201
Post Office Box One | Macon, Georgia 31202
478-330-5276 | mmmcpa.com

March 31, 2025

INDEPENDENT AUDITOR’S REPORT

The Board of Directors
First IC Corporation and Subsidiary

Opinion

We have audited the consolidated financial statements of First IC Corporation and Subsidiary (the Company), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of First IC Corporation and Subsidiary as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with auditing standards generally accepted in the United States of America, the Company’s internal control over financial reporting as of December 31, 2024 and 2023, based on criteria established in the Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 31, 2025 expressed an unmodified opinion.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of First IC Corporation and Subsidiary, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about First IC Corporation and Subsidiary’s ability to continue as a going concern for one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

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Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control — related matters that we identified during the audit.

McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLC

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31

LIABILITIES AND STOCKHOLDERS’ EQUITY

	2024			2023
Deposits
Demand		$	275,206,765		$	243,211,722
Interest-Bearing Demand			131,116,213			127,094,107
Savings			7,782,622			9,211,591
Time, $250,000 and Over			349,294,222			351,335,156
Other Time			211,314,848			222,124,309
			974,714,670			952,976,885
FHLB Borrowings			50,000,000			50,000,000
Other Liabilities			13,984,471			14,487,505
Operating Lease Liability			7,988,403			8,493,177
Total Liabilities			1,046,687,544			1,025,957,567
Stockholders’ Equity
Common Stock, $5 Par Value; 15,000,000 Shares Authorized, 9,068,699 and 9,064,733 Shares Issued and Outstanding in 2024 and 2023, Respectively			45,343,495			45,323,665
Surplus			19,147,314			19,148,373
Retained Earnings			84,263,441			68,628,290
Accumulated Other Comprehensive Loss, Net of Tax			(3,289,197)			(3,501,305)
Total Stockholders’ Equity			145,465,053			129,599,023
Total Liabilities and Stockholders’ Equity		$	1,192,152,597		$	1,155,556,590

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31

	2024			2023			2022
Interest Income
Interest and Fees on Loans		$	74,434,731		$	69,712,461		$	44,073,395
Interest on Debt Securities
U.S. Government Agencies			793,051			814,999			730,782
State, County and Municipal			89,442			124,436			128,992
Interest-Bearing Deposits with Other Financial Institutions			8,379,935			7,159,184			2,380,586
Other Investments			231,200			110,882			18,697
			83,928,359			77,921,962			47,332,452
Interest Expense
Interest on Deposits			29,520,477			24,176,340			5,434,153
Interest on Borrowed Money			2,538,138			1,892,012			40
			32,058,615			26,068,352			5,434,193
Net Interest Income			51,869,744			51,853,610			41,898,259
Provision for Credit Losses – Loans			400,000			1,000,000			1,000,000
Net Interest Income After Provision for Credit Losses			51,469,744			50,853,610			40,898,259
Noninterest Income
Service Charges on Deposits			2,356,255			2,188,678			1,963,143
Other Service Charges, Commissions and Fees			2,890,263			3,182,268			3,352,718
Gain on Sale of Loans			3,807,047			3,281,223			8,258,696
Other			220,841			207,271			291,618
			9,274,406			8,859,440			13,866,175
Other Expenses
Salaries and Employee Benefits			15,038,896			14,446,839			14,360,809
Occupancy and Equipment			3,652,835			3,535,271			3,623,065
Data Processing			1,092,685			1,018,039			970,078
Professional Fees			627,507			844,651			653,535
FDIC Insurance Assessment			812,395			732,167			248,795
SBA Loan Referral Fees			621,351			398,740			1,613,002
Bank Security Expense			1,094,729			1,023,060			897,082
Other			5,103,869			4,576,467			4,590,509
			28,044,267			26,575,234			26,956,875
Net Income Before Income Taxes			32,699,883			33,137,816			27,807,559
Income Taxes			8,000,000			8,570,000			6,400,000
Net Income		$	24,699,883		$	24,567,816		$	21,407,559

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

	2024									2023									2022
	Pre-Tax			Tax Expense (Benefit)			Net of Tax			Pre-Tax			Tax Expense (Benefit)			Net of Tax			Pre-Tax			Tax Expense (Benefit)			Net of Tax
Net Income		$	32,699,883		$	8,000,000		$	24,699,883		$	33,137,816		$	8,570,000		$	24,567,816		$	27,807,559		$	6,400,000		$	21,407,559
Other Comprehensive Income (Loss)
Gains (Losses) on Securities Arising During the Year			268,491			56,383			212,108			593,248			124,582			468,666			(5,281,234)			(1,109,059)			(4,172,175)
Reclassification Adjustment			—			—			—			—			—			—			—			—			—
Change in Net Unrealized Gains (Losses) on Securities Available for Sale, Net of Reclassification Adjustment			268,491			56,383			212,108			593,248			124,582			468,666			(5,281,234)			(1,109,059)			(4,172,175)
Comprehensive Income		$	32,968,374		$	8,056,383		$	24,911,991		$	33,731,064		$	8,694,582		$	25,036,482		$	22,526,325		$	5,290,941		$	17,235,384

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

	Common Shares		Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2021		9,049,117		$	45,245,585		$	21,021,859		$	38,546,301		$	202,204		$	105,015,949
Net Income		—			—			—			21,407,559			—			21,407,559
Change in Net Unrealized Gains (Losses) on Investment Securities Available for Sale, Net of Tax		—			—			—			—			(4,172,175)			(4,172,175)
Exercise of Stock Options								—			—			—			—
Stock Dividends		910,410			4,552,050			2,276,025			(6,828,075)			—			—
Retirement of Treasury Shares		(947,979)			(4,739,895)			(4,259,167)			—			—			(8,999,062)
Stock-Based Compensation								256,197									256,197
Issuance of Restricted Stock		55,000			275,000			(275,000)			—			—			—
Balance, December 31, 2022		9,066,548			45,332,740			19,019,914			53,125,785			(3,969,971)			113,508,468
Net Income		—			—			—			24,567,816			—			24,567,816
Cash Dividends Paid		—			—			—			(9,066,548)						(9,066,548)
Change in Net Unrealized Gains (Losses) on Investment Securities Available for Sale, Net of Tax		—			—			—			—			468,666			468,666
Forfeiture of Unvested Shares		(1,815)			(9,075)			(4,125)			1,237			—			(11,963)
Stock-Based Compensation		—			—			132,584			—			—			132,584
Balance, December 31, 2023		9,064,733			45,323,665			19,148,373			68,628,290			(3,501,305)			129,599,023
Net Income		—			—			—			24,699,883			—			24,699,883
Cash Dividends Paid		—			—			—			(9,064,732)			—			(9,064,732)
Change in Net Unrealized Gains (Losses) on Investment Securities Available for Sale, Net of Tax		—			—			—			—			212,108			212,108
Exercise of Stock Options		3,966			19,830			(11,028)			—			—			8,802
Stock-Based Compensation		—			—			9,969			—			—			9,969
Balance, December 31, 2024		9,068,699		$	45,343,495		$	19,147,314		$	84,263,441		$	(3,289,197)		$	145,465,053

See accompanying notes which are an integral part of these financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31

	2024			2023			2022
Cash Flows from Operating Activities
Net Income		$	24,699,883		$	24,567,816		$	21,407,559
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation			691,803			781,255			882,928
Amortization and Accretion			567,402			501,956			621,599
Operating Lease Amortization Expense, Net			94,166			96,547			124,110
Stock-Based Compensation			9,969			132,584			256,197
Deferred Income Tax			(26,238)			(327,205)			(150,893)
Provision for Credit Losses – Loans			400,000			1,000,000			1,000,000
Gain on Sales and Disposals of Premises and Equipment			—			—			(29,905)
Gain on Sale of Loans			(3,807,047)			(3,281,223)			(8,258,696)
Change In
SBA Loans Held for Sale			793,500			10,608,769			3,048,772
Interest Receivable			(113,556)			(917,620)			(1,387,176)
Interest Payable			(472,404)			8,969,869			1,307,354
Other			(2,035,695)			(2,082,180)			(924,077)
			20,801,783			40,050,568			17,897,772
Cash Flows from Investing Activities
Proceeds from Sales, Calls, Maturities and Paydowns of Securities Available for Sale			3,398,843			5,502,523			6,549,036
Purchases of Debt Securities Available for Sale			(3,587,813)			—			(6,302,699)
Purchases of Premises and Equipment			(496,621)			(170,600)			(279,223)
Dispositions of Premises and Equipment			—			—			78,875
Loans, Net			(73,382,921)			(58,053,942)			(193,083,732)
Proceeds from Sales (Purchases) of Federal Home Loan Bank Stock			(98,700)			(1,561,100)			(1,142,800)
			(74,167,212)			(54,283,119)			(194,180,543)
Cash Flows from Financing Activities
Demand, Interest-Bearing Demand, Time and Savings Accounts			21,737,785			79,079,641			44,290,492
Purchase of Treasury Shares			—			—			(8,999,062)
Proceeds from FHLB Borrowings			—			50,000,000			25,000,000
Repayments of FHLB Borrowings			—			(25,000,000)			—
Proceeds from Exercise of Stock Options			8,802			—			—
Dividends Paid			(9,064,732)			(9,066,548)			—
			12,681,855			95,013,093			60,291,430
Net Increase (Decrease) in Cash and Cash Equivalents			(40,683,574)			80,780,542			(115,991,341)
Cash and Cash Equivalents, Beginning			182,097,223			101,316,681			217,308,022
Cash and Cash Equivalents, Ending		$	141,413,649		$	182,097,223		$	101,316,681
Noncash Investing Transactions
Change in Net Unrealized Gains (Losses) on Investment
Securities Available for Sale, Net of Tax		$	212,108		$	468,666		$	(4,172,175)
Noncash Financing Transactions
Lease Liabilities Arising from Obtaining Right of Use Assets		$	779,090		$	—		$	10,514,117
Retirement of Treasury Shares		$	—		$	—		$	8,999,062
Stock Dividends		$	—		$	—		$	6,828,075

See accompanying notes which are an integral part of these financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of First IC Corporation and its wholly-owned subsidiary First IC Bank. All intercompany accounts have been eliminated during consolidation.

Nature of Operations

The Bank provides a full range of retail and commercial banking services for consumers and small-to medium-size businesses located primarily in the Atlanta, Georgia metropolitan area along with full service and loan production offices in Texas, Washington, New York, New Jersey and California. Lending and investing activities are funded primarily by deposits gathered through its retail branch office network.

Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses (ACL) and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.

Reclassifications

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to statement presentations selected for 2024. Such reclassifications had no effect on previously reported stockholders’ equity or net income.

Concentrations of Credit Risk

Lending is concentrated in small business administration, commercial real estate mortgage and consumer loans to local borrowers. The Company has a high concentration of real estate loans, and a specific concentration in strip shopping centers, which could pose an adverse credit risk, particularly with an economic downturn in the real estate market. A substantial portion of the borrowers’ ability to honor their contracts is dependent upon the viability of the real estate economic sector. Management continues to monitor these concentrations and has considered these concentrations in its allowance for credit loss analysis.

The success of the Company is dependent, to a certain extent, upon the economic conditions in the geographic markets it serves. Adverse changes in the economic conditions in these geographic markets would likely have a material adverse effect on the Company’s results of operations and financial condition. The operating results of the Company depend primarily on its net interest income. Accordingly, operations are subject to risks and uncertainties surrounding the exposure to changes in the interest rate environment and prolonged declines in national and local economies.

At times, the Company may have cash and cash equivalents at financial institutions in excess of insured limits. The Company places its cash and cash equivalents with high credit quality financial institutions whose credit rating is monitored by management to minimize credit risk.

Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. The significant accounting policies followed by the Company and the methods of applying those policies are summarized hereafter.

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(1) Summary of Significant Accounting Policies (continued)

Debt Securities

The Company classifies its debt securities as trading, available for sale or held to maturity. Securities that are held principally for resale in the near term are classified as trading. Trading securities are carried at fair value, with realized and unrealized gains and losses included in noninterest income. Currently, no securities are classified as trading. Securities acquired with both the intent and ability to be held to maturity are classified as held to maturity and reported at amortized cost. All securities not classified as trading or held to maturity are considered available for sale. Securities available for sale are carried at fair value, with unrealized gains and losses reported in other comprehensive income, net of tax. Available for sale securities may be sold to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital requirements, or unforeseen changes in market conditions. Purchase premiums and discounts are recognized in interest income using methods approximating the interest method over the terms of the securities. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Allowance for Credit Losses-Available for Sale Securities

For all available for sale securities in an unrealized loss position, the Company first evaluates whether it intends to sell or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost basis. If either criteria is met, the security’s amortized cost basis is written down to fair value through earnings. If either of the criteria is not met, the Bank evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any loss that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax, as a non-credit related impairment.

Changes in the allowance for credit loss are recorded as provision for credit loss expense. Losses are charged against the allowance for credit loss when management believes an available for sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At December 31, 2024 and 2023, there was no allowance for credit loss related to the available for sale portfolio. Accrued interest receivable on available for sale debt securities totaled $131,053 and $132,279 at December 31, 2024 and 2023, respectively, and is excluded from the estimate of credit losses.

Federal Home Loan Bank Stock

Investment in stock of a Federal Home Loan Bank (FHLB) is required for every federally insured institution that utilizes its services. The amount of the required investment is determined and adjusted periodically by the FHLB. The FHLB stock is reported in the consolidated financial statements at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Dividend income is recognized when earned.

SBA Loan Sales and Servicing Rights

Small Business Administration (SBA) loans that the Company has the intent to sell in the secondary market are designated as held for sale at origination and are recorded at the lower of amortized cost or fair value. The Company typically sells the guaranteed portion of the SBA loans in the secondary market while maintaining the servicing rights. Gains or losses recognized upon the sale of loans are determined on a specific identification basis. Servicing assets or liabilities are initially recorded at fair value and are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income or expense of the

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(1) Summary of Significant Accounting Policies (continued)

underlying loans. Servicing assets are periodically evaluated for impairment. If the fair value of the servicing asset exceeds the carrying amount, an impairment is recognized through a valuation allowance. SBA servicing income is recorded for fees earned for servicing loans. The amortization of servicing rights is netted against servicing income.

Loans Receivables

Loans that the Company has the ability and intent to hold for the foreseeable future or until maturity are recorded at their amortized cost, net of unearned interest and fees. Accrued interest receivable totaled $4,419,847 and $4,305,065 at December 31, 2024 and 2023, respectively. This amount is reported in Other Assets on the consolidated balance sheets and is excluded from the estimate of credit losses. Interest income on loans is recognized using the effective interest method. Loan origination fees, net of certain direct origination costs, are deferred and amortized over the lives of the related loans using the interest method.

A loan is considered to be delinquent when payments have not been made according to contractual terms, typically evidenced by nonpayment of a monthly installment by the due date. When management believes there is sufficient doubt as to the collectability of principal or interest on any loan or generally when loans are 90 days or more past due, the accrual of applicable interest is discontinued and the loan is designated as nonaccrual, unless the loan is well secured and in the process of collection. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest payments received on nonaccrual loans are either applied against principal or reported as income, according to management’s judgment as to the collectability of principal. Loans are returned to an accrual status when factors indicating doubtful collectability on a timely basis no longer exist.

The Company has sold guaranteed portions of SBA loans in the SBA secondary market and continues to service these loans. Gains or losses on guaranteed portions of SBA loans which are sold are recorded in other income, based on the net proceeds received and the basis in the portion of the loan sold. The basis in the portion of the loan sold is determined by allocating a portion of the loan carrying value to the portion sold based on its fair value, relative to the fair value of the portion of the loan retained and the estimated serving asset. Any loans that have been originated and intended for sale in the SBA secondary market have been identified as SBA loans held for sale.

Allowance for Credit Losses — Loans

The ACL is available to absorb losses inherent in the credit extension process. The entire allowance is available to absorb losses related to the loan and lease portfolio. Credit exposures deemed to be uncollectible are charged against the allowance for credit losses. Recoveries of previously charged-off amounts are credited to the allowance for credit losses. Additions to the ACL are made by charges to the provision for credit losses.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Management elected to perform cash flow modeling without the present value component in determining expected losses over the lifetime of the loan portfolio. The expected losses are calculated via a gross loss rate and recovery rate assumption. Adjustments to expected losses are 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 unemployment rates, property values, or other relevant factors.

The ACL is measured on a collective pool basis when similar risk characteristics exist. For the collectively evaluated pools, the Company segments the loan portfolio by call report classification. The Company utilizes the remaining life method for estimating credit losses for each of the loan pools.

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(1) Summary of Significant Accounting Policies (continued)

unless either of the following applies: management has a reasonable expectation at the reporting date that a modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Loans that do not share risk characteristics are evaluated on an individual loan basis. Loans evaluated individually are excluded from the collectively evaluated pool. The ACL for an individually evaluated loan is recorded when the amortized cost basis of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or the fair value, less estimated costs to sell, of the collateral for certain collateral dependent loans.

Cash, Cash Equivalents and Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, interest-bearing and noninterest-bearing amounts due from banks and federal funds sold. Cash flows from loans, demand deposits, NOW accounts, savings accounts and certificates of deposit are reported net.

Cash payments made during 2024, 2023 and 2022 for interest totaled $32,531,018, $17,098,483, and $4,126,839, respectively. Cash payments made during 2024, 2023 and 2022 for income taxes totaled $8,139,968, $6,636,500, and $5,335,000, respectively.

Premises and Equipment

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

Depreciation is charged to operations over the estimated useful lives of the assets. The useful lives and methods of depreciation are as follows:

Description	Life in Years	Method
Buildings	20 – 35	Straight-Line
Land Improvements	12 – 15	Straight-Line
Leasehold Improvements	5 – 10	Straight-Line
Furniture and Equipment	3 – 10	Straight-Line

Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. When property and equipment are retired or sold, the cost and accumulated depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense.

Other Real Estate

Other real estate generally represents real estate acquired through foreclosure and is initially recorded at estimated fair value, less cost to sell. Any excess of the loan balance at the time of foreclosure is charged to allowance for credit losses. Subsequent declines in fair value upon the periodic revaluation of other real estate, along with gains and losses upon dispositions are reflected in noninterest expense. Costs related to the development or improvement of properties are capitalized while revenues and expenses from operations are expensed as incurred.

Leases

Leases are classified as operating or finance leases at the lease commencement date. The Company leases certain locations and equipment. The Company records leases on the balance sheet in the form of a lease liability for the present value of the future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment on the right-of-use asset. The discount rate used is determining the lease liability is based

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(1) Summary of Significant Accounting Policies (continued)

upon incremental borrowing rates the Company could obtain for similar loans as of the date of commencement or renewal.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was $270,781, $264,734 and $263,064 for the years ended December 31, 2024, 2023 and 2022, respectively.

Income Taxes

The provision for income taxes is based upon income for financial statement purposes, adjusted for nontaxable income and nondeductible expenses. Deferred income taxes have been provided when different accounting methods have been used in determining income for income tax purposes and for financial reporting purposes. Deferred tax assets and liabilities are recognized based on future tax consequences attributable to differences arising from the financial statement carrying values of assets and liabilities and their tax bases. The differences related primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for credit losses (use of the current expected credit loss model for financial statement purposes and the experience method for tax purposes). In the event of changes in the tax laws, deferred tax assets and liabilities are adjusted in the period of the enactment of those changes, with effects included in the income tax provision. The Company files a consolidated federal income tax return. The subsidiary pays its proportional share of federal income taxes to the Company based on its taxable income.

Stock-Based Compensation

The Company maintains stock-based compensation plans for grants of stock options and restricted shares to key personnel and directors. The Company accounts for such share-based payment plans recognizing the expense of the compensation element over the requisite service period of the awards.

Comprehensive Income

United States generally accepted accounting principles (U.S. GAAP) require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of operations but as a separate component of the equity section of the balance sheets. Such items are considered components of other comprehensive income (loss). U.S. GAAP requires the presentation in the financial statements of net income and all items of other comprehensive income (loss) as total comprehensive income.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Off-Balance Sheet Credit Related Financial Instrument

In the ordinary course of business, the Company has entered into commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

Allowance for Credit Losses — Off-Balance Sheet Credit Exposures

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(1) Summary of Significant Accounting Policies (continued)

cancellable by the Company. The allowance for credit losses — off-balance sheet credit exposures is adjusted through the provision for credit losses. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan portfolio segment under the current expected credit loss model using the same methodologies as for loans. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance for credit losses — off-balance sheet credit exposures was $0 as of December 31, 2024 and 2023.

(2) Debt Securities

Debt securities as of December 31 are summarized as follows:

	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Allowance for Credit Losses			Fair Value
2024
Securities Available for Sale
U.S. Government Agencies		$	12,808,668		$	1,328		$	(710,089)		$	—		$	12,099,907
Mortgage-Backed			21,921,416			—			(2,685,344)			—			19,236,072
State, County and Municipal			4,153,081			—			(769,436)			—			3,383,645
		$	38,883,165		$	1,328		$	(4,164,869)		$	—		$	34,719,624

	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Allowance for Credit Losses			Fair Value
2023
Securities Available for Sale
U.S. Government Agencies		$	13,488,798		$	9,790		$	(947,207)		$	—		$	12,551,381
Mortgage-Backed			21,024,035			—			(2,782,091)			—			18,241,944
State, County and Municipal			4,189,194			—			(712,524)			—			3,476,670
		$	38,702,027		$	9,790		$	(4,441,822)		$	—		$	34,269,995

The amortized cost and fair value of debt securities as of December 31, 2024 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.

	Securities Available for Sale
	Amortized Cost			Fair Value
Due in One Year or Less		$	2,348,361		$	2,339,774
Due from One to Five Years			8,190,400			7,643,630
Due from Five to Ten Years			2,500,000			2,287,557
Due after Ten Years			3,922,988			3,212,591
			16,961,749			15,483,552
Mortgage-Backed			21,921,416			19,236,072
		$	38,883,165		$	34,719,624

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(2) Debt Securities (continued)

The following outlines the unrealized loss and fair value by investment category and length of time that individual securities available for sale have been in a continuous unrealized loss position at December 31:

	Less Than 12 Months						12 Months or More						Total
	Fair Value			Gross Unrealized Loss			Fair Value			Gross Unrealized Loss			Fair Value			Gross Unrealized Loss
2024
Securities Available for Sale
U.S. Government Agencies		$	821,576		$	(675)		$	10,794,626		$	(709,414)		$	11,616,202		$	(710,089)
Mortgage-Backed			3,509,623			(97,923)			15,726,449			(2,587,421)			19,236,072			(2,685,344)
State, County and Municipal			—			—			3,383,645			(769,436)			3,383,645			(769,436)
		$	4,331,199		$	(98,598)		$	29,904,720		$	(4,066,271)		$	34,235,919		$	(4,164,869)
2023
Securities Available for Sale
U.S. Government Agencies		$	98,859		$	(30)		$	10,550,642		$	(947,177)		$	10,649,501		$	(947,207)
Mortgage-Backed			—			—			18,241,944			(2,782,091)			18,241,944			(2,782,091)
State, County and Municipal			—			—			3,476,670			(712,524)			3,476,670			(712,524)
		$	98,859		$	(30)		$	32,269,256		$	(4,441,792)		$	32,368,115		$	(4,441,822)

At December 31, 2024 and 2023, the debt securities with unrealized losses depreciated 10.85 percent and 12.07 percent, respectively, from the Company’s amortized cost basis. These securities are guaranteed by either the U.S. Government or its agencies. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available for sale, no declines are deemed to be other than temporary.

At December 31, 2024, 30 out of the 30 mortgage-backed securities, 10 out of the 11 securities issued by U.S. Government agencies and U.S. Government-sponsored corporations, and 3 out of 3 of the State, County and Municipal securities contained unrealized losses. At December 31, 2023, 27 out of the 27 mortgage-backed securities, 10 out of the 13 securities issued by U.S. Government agencies and U.S. Government-sponsored corporations, and 3 out of 3 of the State, County and Municipal securities contained unrealized losses.

Management evaluates available for sale securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine if credit-related impairment exists. Management first evaluates whether they intend to sell or more likely than not will be required to sell an impaired security before recovering its amortized cost basis. If either criteria is met, the entire amount of unrealized loss is recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. If either of the criteria is not met, management evaluates whether the decline in fair value is attributable to credit or resulted from other factors. The Company does not intend to sell these investment securities at an unrealized loss position at December 31, 2024 and 2023, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Based on the results of management’s review at December 31, 2024 and 2023, management determined that none of the loss was attributable to credit impairment.

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(3) Loans

Loans, segregated by class, as of December 31 are:

	2024			2023
Commercial		$	214,344,445		$	195,503,111
Real Estate
Construction			3,573,000			3,494,000
1 – 4 Family			267,966,846			264,504,291
Multifamily			8,321,445			13,557,067
Commercial			502,587,701			442,838,014
Consumer			409,562			92,552
		$	997,202,999		$	919,989,035

Commercial loans are extended to a diverse group of businesses within the Company’s market area. These loans are often underwritten based on the borrowers’ ability to service the debt from income from the business. Real estate construction loans often require loan funds to be advanced prior to the completion of the project. Due to uncertainties inherent in estimating construction costs, changes in interest rates and the other economic conditions, these loans often pose a higher risk than other types of loans.

Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the loan portfolio, management tracks certain credit quality indicators including trends related to (1) the risk grade assigned to commercial and consumer loans, (2) the level of classified commercial loans, (3) net charge-offs, (4) nonperforming loans and (5) the general economic conditions of the Company’s geographic market. The Company uses a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the grades is as follows:

•

Grades 1 and 2 — Borrowers with these assigned grades range in risk from virtual absence of risk to minimal risk. Such loans may be secured by Company-issued and controlled certificates of deposit or properly margined equity securities or bonds. Other loans comprising these grades are made to companies that have been in existence for a long period of time with many years of consecutive profits and strong equity, good liquidity, excellent debt service ability and unblemished past performance, or to exceptionally strong individuals with collateral of unquestioned value that fully secures the loans. Loans in this category fall into the “pass” classification.

•

Grades 3 and 4 — Loans assigned these “pass” risk grades are made to borrowers with acceptable credit quality and risk. The risk ranges from loans with no significant weaknesses in repayment capacity and collateral protection to acceptable loans with one or more risk factors considered to be more than average.

•

Grade 5 — This grade includes “special mention” loans on management’s watch list and is intended to be used on a temporary basis for pass grade loans where risk-modifying action is intended in the short-term.

•

Grade 6 — This grade includes “substandard” loans in accordance with regulatory guidelines. This category includes borrowers with well-defined weaknesses that jeopardize the payment of the debt in accordance with the agreed terms. Loans considered to be impaired are assigned this grade, and these loans often have assigned loss allocations as part of the allowance for loan and lease losses. Generally, loans on which interest accrual has been stopped would be included in this grade.

•

Grades 7 and 8 — These grades correspond to regulatory classification definitions of “doubtful” and “loss,” respectively. In practice, any loan with these grades would be for a very short period of time, and generally the Company has no loans with these assigned grades. Management manages the Company’s problem loans in such a way that uncollectible loans or uncollectible portions of loans are charged off immediately with any residual, collectible amounts assigned a risk grade of 6.

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(3) Loans (continued)

The following table presents the loan portfolio by credit quality indicator (risk grade) as of December 31. Those loans with a risk grade of 1, 2, 3 or 4 have been combined in the pass column for presentation purposes.

	Pass			Special Mention			Substandard			Total Loans
2024
Commercial		$	210,905,064		$	—		$	3,439,381		$	214,344,445
Real Estate
Construction			3,573,000			—			—			3,573,000
1 – 4 Family			267,595,525			—			371,321			267,966,846
Multifamily			8,321,445			—			—			8,321,445
Commercial			502,587,701			—			—			502,587,701
Consumer			409,562			—			—			409,562
		$	993,392,297		$	—		$	3,810,702		$	997,202,999
2023
Commercial		$	193,557,684		$	—		$	1,945,427		$	195,503,111
Real Estate
Construction			3,494,000			—			—			3,494,000
1 – 4 Family			264,306,303			—			197,988			264,504,291
Multifamily			13,557,067			—			—			13,557,067
Commercial			442,838,014			—			—			442,838,014
Consumer			92,552			—			—			92,552
		$	917,845,620		$	—		$	2,143,415		$	919,989,035

Past Due and Nonaccrual Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due or when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provision. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due.

The following table represents an age analysis of past due loans and nonaccrual loans, segregated by class of loans, as of December 31:

	Accruing Loans
	30 – 59 Days Past Due			60 – 89 Days Past Due			90 Days or More Past Due			Total Accruing Loans Past Due			Nonaccrual Loans			Current Loans			Total Loans
2024
Commercial		$	294,925		$	169,321		$	—		$	464,246		$	3,439,381		$	210,440,818		$	214,344,445
Real Estate
Construction			—			—			—			—			—			3,573,000			3,573,000
1 – 4 Family			1,098,792			195,092			—			1,293,884			292,764			266,380,198			267,966,846
Multifamily			—			—			—			—			—			8,321,445			8,321,445
Commercial			489,424			—			—			489,424			—			502,098,277			502,587,701
Consumer			—			—			—			—			—			409,562			409,562
		$	1,883,141		$	364,413		$	—		$	2,247,554		$	3,732,145		$	991,223,300		$	997,202,999

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(3) Loans (continued)

	Accruing Loans
	30 – 59 Days Past Due			60 – 89 Days Past Due			90 Days or More Past Due			Total Accruing Loans Past Due			Nonaccrual Loans			Current Loans			Total Loans
2023
Commercial		$	891,375		$	—		$	—		$	891,375		$	1,945,427		$	192,666,309		$	195,503,111
Real Estate
Construction			—			—			—			—			—			3,494,000			3,494,000
1 – 4 Family			748,483			631,230			—			1,379,713			—			263,124,578			264,504,291
Multifamily			—			—			—			—			—			13,557,067			13,557,067
Commercial			658,265			—			—			658,265			—			442,179,749			442,838,014
Consumer			—			—			—			—			—			92,552			92,552
		$	2,298,123		$	631,230		$	—		$	2,929,353		$	1,945,427		$	915,114,255		$	919,989,035

Nonaccrual loans include government guaranteed amounts totaling $2,263,554 and $633,377 as of December 31, 2024 and 2023, respectively.

Loan Modifications

Effective January 1, 2023, loan modifications to borrowers experiencing financial difficulty are required to be disclosed by type of loan modification and type of loan. The Company periodically provides modifications to borrowers experiencing financial difficulty. These modifications include either payment deferrals, term extensions, interest rate reductions, principal forgiveness or combinations of modification types. The determination of whether the borrower is experiencing financial difficulty is made on the date of modification. When principal forgiveness is provided, the amount of principal forgiveness is charged off against the allowance for credit losses — loans with a corresponding reduction in the amortized cost basis of the loan. There were no loans modified to borrowers experiencing financial difficulty during the years ended December 31, 2024 and 2023.

Collateral Dependent Loans

The Company designates individually evaluated loans on nonaccrual status as collateral dependent loans, as well as other loans designated as having higher risk. Collateral-dependent loans are loans where repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty. If the Company determines that foreclosure is probable, these loans are written down to the lower of cost or fair value of the collateral less estimated costs to sell. When repayment is expected to be from the operation of the collateral, the ACL (Allowance for Credit Losses) is calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. The Company may, in the alternative, measure the ACL as the amount by which the amortized cost basis of the financial asset exceeds the estimated fair value of the collateral.

The following table presents the individually evaluated collateral-dependent financial assets and related ACL as of December 31, 2024 and 2023.

	Collateral Type						Allowance for Credit Losses
	Real Estate			Other			Allowance for Credit Losses
2024
Commercial		$	3,439,381		$	—		$	583,017
Real Estate
1 – 4 Family			371,321			—			55,045
		$	3,810,702		$	—		$	638,062

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(3) Loans (continued)

	Collateral Type						Allowance for Credit Losses
	Real Estate			Other			Allowance for Credit Losses
2023
Commercial		$	844,502		$	1,100,925		$	1,100,925
Real Estate
1 – 4 Family			197,988			—			—
		$	1,042,490		$	1,100,925		$	1,100,925

(4) Allowance for Credit Losses — Loans

The allowance for credit losses represents a reserve for inherent losses in the loan portfolio. The adequacy of the allowance for credit losses is evaluated quarterly. The portfolio is initially segregated based on results of internal reviews and external reviews by third parties with particular emphasis on nonaccrual and past due loans and other loans management believes might be potentially impaired or warrant additional attention. These loans are assigned specific allowances when a review of relevant data determines that a general allocation is not sufficient or when the review affords management the opportunity to fine tune the amount of exposure risk in these loans. Additionally, the Company segregates the loan portfolio by type of loan and utilizes this segregation in evaluating exposure to risk within the portfolio.

The following details activity in the allowance for credit losses, segregated by class of loan, for the years ended December 31. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other loan categories.

The allowance for credit losses for year ended December 31, 2024 and 2023, by portfolio segment, is as follows:

	Beginning Balance			Charge-offs			Recoveries			Provision			Ending Balance
2024
Commercial		$	2,985,719		$	(694,238)		$	81,533		$	43,804		$	2,416,818
Real Estate			8,763,066			—			—			756,196			9,519,262
Consumer			—			—			400,000			(400,000)			—
		$	11,748,785		$	(694,238)		$	481,533		$	400,000		$	11,936,080

	Beginning Balance, prior to adoption of ASC 326			Impact of adopting			Charge-Offs			Recoveries			Provision			Ending Balance
2023
Commercial		$	2,603,357		$	—		$	—		$	603,318		$	(220,956)		$	2,985,719
Real Estate			7,336,317			—			(15,622)			—			1,442,371			8,763,066
Consumer			221,415			—			—			—			(221,415)			—
		$	10,161,089		$	—		$	(15,622)		$	603,318		$	1,000,000		$	11,748,785

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(4) Allowance for Credit Losses — Loans (continued)

The following table presents the individually evaluated nonaccrual financial assets and related ACL as of December 31, 2024 and 2023.

	Nonaccrual Loans With No Allowance			Nonaccrual Loans With An Allowance			Nonaccrual Loans
2024
Commercial		$	421,309		$	3,018,072		$	3,439,381
Real Estate
1 – 4 Family			116,535			176,229			292,764
		$	537,844		$	3,194,301		$	3,732,145
2023
Commercial		$	844,502		$	1,100,925		$	1,945,427

There was no accrued interest written off for nonaccrual loans for the years ended December 31, 2024 and 2023.

(5) Premises and Equipment

The detail of premises and equipment as of December 31 is as follows:

	2024			2023
Land		$	993,223		$	993,223
Land Improvements			126,397			126,397
Buildings			4,940,096			4,940,096
Leasehold Improvements			4,898,025			4,898,025
Automobiles			121,784			121,784
Construction In Process			344,394			—
Furniture, Fixtures and Equipment			4,392,499			4,240,271
			15,816,418			15,319,796
Accumulated Depreciation			(8,570,221)			(7,878,417)
		$	7,246,197		$	7,441,379

Depreciation charged to operating expenses totaled $691,803, $781,255, and $882,928 for 2024, 2023 and 2022, respectively.

(6) SBA Loan Servicing Rights

The Company originates loans under programs established by the United States Small Business Administration. At times, the Company may sell to secondary market participants the SBA guaranteed portion of the loan, with servicing retained. The portion of the loan sold by the Company is derecognized and is not presented in the consolidated financial statements of the Company. The guaranteed portion of SBA loans held for sale at December 31, 2024 and 2023 totaled $2,964,000 and $3,757,500, respectively. As of December 31, 2024, 2023 and 2022, the unpaid principal balances of serviced loans approximated $300,964,000, $322,895,000, and $337,104,000, respectively. Servicing income included in noninterest income totaled $2,319,805, $2,551,902, and $2,647,202 for 2024, 2023 and 2022, respectively.

Activity for SBA loan servicing rights are summarized as of December 31:

	2024			2023			2022
Balance, Beginning		$	4,513,728		$	4,077,005		$	3,577,397
Rights Capitalized			855,092			911,545			1,046,446
Amortization			(559,570)			(474,822)			(546,838)
Balance, Ending		$	4,809,250		$	4,513,728		$	4,077,005

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(7) Deposits

The aggregate amount of overdrawn deposit accounts reclassified as loan balances totaled $2,497 and $90,869 as of December 31, 2024 and 2023, respectively. The aggregate amount of certificates of deposit which met or exceeded the FDIC insured limit of $250,000 totaled $349,294,222 and $351,335,156 as of December 31, 2024 and 2023, respectively. There were brokered certificates of deposit of $35,161,000 and $35,125,000 as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, the scheduled maturities of certificates of deposit are as follows:

Year	Amount
2025		$	559,096,244
2026			1,266,085
2027			204,396
2028			—
2029			42,345
		$	560,609,070

(8) Commitments and Contingencies

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing need of its customers. Those financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. In most cases, the Company requires collateral to support financial instruments with credit risk.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit is based on management’s credit evaluation. Collateral held varies but may include unimproved and improved real estate, certificates of deposit or personal property.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

As of December 31, 2024 and 2023, commitments under standby letters of credit approximated $1,860,000 and $2,142,000, respectively. Unfunded loan commitments as of December 31, 2024 and 2023 approximated $23,800,000 and $43,598,000, respectively.

(9) Federal Home Loan Bank Advances and Other Borrowings

The Company had available credit from the FHLB totaling $253,920,250 and $244,313,500 as of December 31, 2024 and 2023, respectively. From these available credit agreements, $50,000,000 had been advanced as of December 31, 2024 and 2023. The advance agreement outstanding as of December 31, 2024 and 2023 is a daily rate credit advance with a fixed rate hybrid of 4.993 percent due on June 16, 2025. FHLB advances require the Company to pledge, under a blanket lien, certain qualifying first mortgage loans.

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(9) Federal Home Loan Bank Advances and Other Borrowings (continued)

The Company had lines of credit available as of December 31, 2024 and 2023, approximating $12,000,000 with correspondent banks which represent available credit for overnight borrowings from financial institutions. As of December 31, 2024 and 2023, there were no outstanding amounts under these lines of credit.

(10) Income Taxes

The components of income tax expense for the years ended December 31 are as follows:

	2024			2023			2022
Current Federal Tax Expense		$	6,726,238		$	7,481,277		$	5,805,924
Deferred Federal Tax Expense (Benefit)			(26,238)			(327,205)			(150,893)
Total Federal Expense			6,700,000			7,154,072			5,655,031
State Tax Expense			1,300,000			1,415,928			744,969
Total Income Taxes		$	8,000,000		$	8,570,000		$	6,400,000

The Company’s provision for income taxes differs from the amounts computed by applying the federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows as of December 31:

	2024			2023			2022
Federal Statutory Taxes		$	6,866,975		$	6,958,941		$	5,839,587
Stock-Based Compensation			(8,057)			14,546			41,114
State Tax Expense			(257,975)			(297,345)			(246,043)
Other			99,057			477,930			20,373
Actual Federal Taxes		$	6,700,000		$	7,154,072		$	5,655,031

The components of the net deferred taxes as of December 31 are as follows:

	2024			2023			2022
Deferred Tax Assets
Allowance for Credit Losses		$	2,506,577		$	2,467,245		$	2,133,829
Nonaccrual Interest			41,744			36,902			5,292
Other			126,252			122,870			122,871
			2,674,573			2,627,017			2,261,992
Deferred Tax Liabilities
Accumulated Depreciation of Premises and Equipment			(156,914)			(197,656)			(251,548)
Servicing Rights			(1,009,943)			(947,883)			(856,171)
			(1,166,857)			(1,145,539)			(1,107,719)
			1,507,716			1,481,478			1,154,273
Deferred Tax Asset on Unrealized Securities (Gains) Losses			874,344			930,727			1,055,309
Net Deferred Tax Asset		$	2,382,060		$	2,412,205		$	2,209,582

(11) Operating Leases

The Company has eleven leases for its branch locations with each lease being subject to different terms per the respective agreement . These leases are included as an asset on the Company’s balance sheet and

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(11) Operating Leases (continued)

represents the Company’s right to use the underlying assets for the lease term. The Company’s obligation to make lease payments is included as a liability on the Company’s balance sheet. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate, which is the Company’s applicable FHLB borrowing rate on the date of the lease commencement, to determine the present value of the lease payments.

As of December 31, 2024 and 2023, operating lease right-of-use assets were $7,673,580 and $8,272,520, respectively, As of December 31, 2024 and 2023, the lease liability was $7,988,403 and $8,493,177, respectively. The weighted average lease term was 7.43 and 8.14 years as of December 31, 2024 and 2023, respectively, and the weighted average discount rate used was 2.88 and 2.76 percent as of December 31, 2024 and 2023. Operating lease costs were $1,818,156, $1,788,142, and $1,815,625 for the years ended December 31, 2024, 2023, and 2022, respectively.

Cash paid for the leased spaces totaled $1,492,297 and $1,475,364 during the period ended December 31, 2024 and 2023, respectively.

Future Minimum Payments
2025		1,535,654
2026		1,370,558
2027		1,132,795
2028		1,144,239
2029		903,132
2030 and thereafter		2,294,412
Total		8,380,790
Less: Imputed Interest		392,387
Total Lease Liability	$	7,988,403

(12) 401(k) Profit Sharing Plan

The Company sponsors a 401(k) profit sharing plan, covering substantially all employees who meet certain eligibility requirements. Contributions to the plan are made based upon specifics outlined in the plan documents. Expense under the plan was $422,352 in 2024, $332,289 in 2023 and $708,867 in 2022.

(13) Stock Compensation

Stock Options

The Company has established a stock compensation plan for directors and employees. The following is a summary of the activity in the Company’s stock option plan during 2024, 2023 and 2022.

	2024					2023					2022
	Number of Shares		Weighted Average Exercise Price			Number of Shares		Weighted Average Exercise Price			Number of Shares		Weighted Average Exercise Price
Outstanding at Beginning of Year		89,850		$	6.33		103,563		$	6.03		116,740		$	6.16
Granted		—			—		—			—		—			—
Exercised		(3,966)			(2.22)		—			—		—			—
Forfeited		—			—		(13,713)			(4.08)		(13,177)			6.73
Outstanding at End of Year		85,884		$	6.45		89,850		$	6.33		103,563		$	6.03
Options Exercisable at End of Year		85,884		$	6.45		89,850		$	6.33		103,563		$	6.03

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(13) Stock Compensation (continued)

Intrinsic value of options exercised during 2024, 2023, and 2022 approximated $26,883, $0, and $0 respectively. Compensation expense for stock options was $0 for 2024, 2023, and 2022.

Restricted Stock

Effective January 1, 2022, the Company issued restricted stock to its directors and certain employees. Compensation expense for restricted stock is based upon the grant date fair value of the shares and is recognized over the vesting period of the awards. Shares of restricted stock vest 33 percent on the grant date and 33 percent on each of the first two anniversaries of the grant date. During 2022, there were 55,000 shares of restricted stock granted at a fair market value of $7.25 share. 18,150, 16,335, and 18,700 shares vested during the years ended December 31, 2024, 2023 and 2022, respectively. 1,815 unvested restricted stock shares were forfeited in 2023. During the years ended December 31, 2024, 2023, and 2022, the Company recognized compensation expense of $9,969, $132,584, and $256,197, respectively.

(14) Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) for unrealized gains and losses on available for sale securities, net of tax, for the years ended December 31 are as follows:

	2024			2023			2022
Beginning Balance		$	(3,501,305)		$	(3,969,971)		$	202,204
Other Comprehensive Income (Loss) Before Reclassification			212,108			468,666			(4,172,175)
Amounts Reclassified from Accumulated Other Comprehensive Income			—			—			—
Current Period Other Comprehensive Income (Loss)			212,108			468,666			(4,172,175)
Ending Balance		$	(3,289,197)		$	(3,501,305)		$	(3,969,971)

(15) Regulatory Capital Matters

The amount of dividends payable by the Company from the subsidiary Bank is limited by various banking regulatory agencies. The Bank is restricted on the amount of dividends it may declare without prior regulatory approval. Upon approval by regulatory authorities, the Bank may pay cash dividends to the Company in excess of regulatory limitations.

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of December 31, 2024, the Bank meets all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2024 and 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the company’s category. The amounts and ratios as defined in the regulations are presented hereafter for the Bank and on a consolidated basis.

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(15) Regulatory Capital Matters (continued)

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under the Regulatory Framework of the Federal Deposit Insurance Act
	Amount			Ratio		Amount			Ratio		Amount		Ratio
	(In Thousands)
As of December 31, 2024
Total Capital to Risk-Weighted Assets
Consolidated		$	158,797		19.75%		$	64,323		8.00%		N/A		N/A
First IC Bank			158,292		19.20			65,955		8.00		82,444		10.00
Tier I Capital to Risk-Weighted Assets
Consolidated			148,721		18.49			48,260		6.00		N/A		N/A
First IC Bank			147,965		17.95			49,459		6.00		65,945		8.00
Common Equity Tier I Capital
To Risk-Weighted Assets			148,721		18.49			36,195		4.50		N/A		N/A
Consolidated			147,965		17.95			37,094		4.50		53,581		6.50
First IC Bank
Tier I Capital to Average Assets
Consolidated			148,721		12.26			48,522		4.00		N/A		N/A
First IC Bank			147,965		12.18			48,593		4.00		60,741		5.00
As of December 31, 2023
Total Capital to Risk-Weighted Assets
Consolidated		$	143,297		17.56%		$	65,283		8.00%		N/A		N/A
First IC Bank			142,757		17.07			66,920		8.00		83,650		10.00
Tier I Capital to Risk-Weighted Assets
Consolidated			133,075		16.30			48,985		6.00		N/A		N/A
First IC Bank			132,283		15.81			50,202		6.00		66,936		8.00
Common Equity Tier I Capital
To Risk-Weighted Assets
Consolidated			133,075		16.30			36,739		4.50		N/A		N/A
First IC Bank			132,283		15.81			37,652		4.50		54,386		6.50
Tier I Capital to Average Assets
Consolidated			133,075		11.21			47,485		4.00		N/A		N/A
First IC Bank			132,283		11.13			47,541		4.00		59,426		5.00

(16) Fair Value Measurements

FASB guidance defines fair value, establishes a framework for measuring fair value, establishes a three- level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation hierarchy requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs are defined as follows:

•

Level 1 — Quoted prices for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date;

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(16) Fair Value Measurements (continued)

•

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities.

A description of the valuation methodologies used for assets measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Investment Securities Available for Sale — Securities classified as available for sale are reported at fair value on a recurring basis. If quoted prices are not available, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Level 2 securities include U.S. Government agencies, mortgage-backed securities issued by government-sponsored entities, municipal bonds and corporate debt securities.

Collateral Dependent Loans — Collateral dependent loans are evaluated at the time the loan is identified as collateral dependent, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing the loan. The collateral of the loans is based on appraisals which may utilize the comparative sales, cost or income approaches. An unobservable input results when the appraiser or management determines the fair value of the collateral is further impaired below the appraised value due to the local market conditions or other economic factors. As such, the fair value of collateral dependent loans are considered Level 3 in the fair value hierarchy.

Other Real Estate — Certain foreclosed assets, upon initial recognition, are remeasured and reported at fair value less cost to sale through a charge-off to the allowance for credit losses based on the fair value of the foreclosed asset. The fair value of a foreclosed asset is estimated based on appraisals which utilize the comparative sales, cost or income approaches. An unobservable input results when the appraiser or management determines the fair value has deteriorated below the appraised value due to the local market conditions or other economic factors. As such, the fair value of other real estate is considered Level 3 in the fair value hierarchy.

The following table presents the fair value measurements of assets measured at fair value on a recurring or nonrecurring basis as of December 31, aggregated by the level in the fair value hierarchy within which those measurements fall.

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(16) Fair Value Measurements (continued)

	Quoted Market Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
2024
Financial Assets
Recurring
Investment Securities Available for Sale
U.S. Government Agencies		$	—		$	12,099,907		$	—
Mortgage-Backed			—			19,236,072			—
State, County and Municipal			—			3,383,645			—
		$	—		$	34,719,624		$	—
2023
Financial Assets
Recurring
Investment Securities Available for Sale
U.S. Government Agencies		$	—		$	12,551,381		$	—
Mortgage-Backed			—			18,241,944			—
State, County and Municipal			—			3,476,670			—
		$	—		$	34,269,995		$	—

Assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2024 are as follows:

				Fair Value Measurements at Reporting Date Using
	Total			Level 1			Level 2			Level 3
2024
Collateral Dependent Loans
Commercial		$	1,770,057		$	—		$	—		$	1,770,057
Real Estate
1 – 4 Family			121,184			—			—			121,184
		$	1,891,241		$	—		$	—		$	1,891,241

The following table presents the quantitative information about Level 3 fair value measurements for collateral dependent loans measured at fair value on a nonrecurring basis as of December 31, 2024:

Balance

Valuation
Technique

Significant
Unobservable Inputs

General
Range

2024

Collateral Dependent Loans

Commercial

1,770,057

Sales Comparison
Approach

Adjustments for
Comparable Sales

10 – 25%

Real Estate

1 – 4 Family

121,184

Sales Comparison
Approach

Adjustments for
Comparable Sales

10 – 25%

There were no level 3 financial assets at December 31, 2023.

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(17) Revenues from Contracts with Customers

The Company’s revenue from contracts with noninterest income in the consolidated statement December 31,

customers within the scope of ASU 2014-09 included in of operations is comprised of the following for the years ended

	2024			2023			2022
Noninterest Income
Service Charges on Deposits		$	2,356,255		$	2,188,678		$	1,963,143
ATM Interchange Fees			205,062			281,140			330,890
		$	2,561,317		$	2,469,818		$	2,294,033

A description of the Company’s revenue streams accounted for under ASU 2014-09 is as follows:

Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

ATM Interchange Fees: The Company earns interchange fees from cardholder transactions conducted through the Visa/MasterCard or other payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

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(18) Financial Information of First IC Corporation (Parent Only) (continued)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31

	2024			2023			2022
Cash Flows from Operating Activities
Net Income		$	24,699,883		$	24,567,816		$	21,407,559
Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities Equity in Undistributed Earnings of Subsidiary			(15,679,719)			(15,535,683)			(12,480,707)
Other			—			—			32,364
			9,020,164			9,032,133			8,959,216
Cash Flows from Financing Activities
Purchase of Treasury Shares			—			—			(8,999,062)
Dividends paid			(9,064,732)			(9,066,548)			—
Proceeds from Exercise of Stock Options			8,802			—			—
			(9,055,930)			(9,066,548)			(8,999,062)
Net Increase (Decrease) in Cash			(35,766)			(34,415)			(39,846)
Cash, Beginning			791,832			826,247			866,093
Cash, Ending		$	756,066		$	791,832		$	826,247

(19) Subsequent Events

The Company assessed events that have occurred subsequent to December 31, 2024 through March 31, 2025 for potential recognition and disclosure in the financial statements. In February 2025, the company obtained a daily rate credit advance from FHLB in the amount of $25,000,00 with a rate of 4.57 percent due on December 4, 2025. On March 17, 2025, MetroCity Bankshares, Inc. (MetroCity) and First IC Corporation (First IC) jointly announced the signing of a definitive merger agreement for MetroCity to acquire First IC in a cash and stock transaction. Under the terms of the merger agreement, First IC shareholders will receive 3,384,588 shares of MetroCity common stock and $111,965,213 in cash, subject to adjustment, for total consideration consisting of approximately 46% stock and 54% cash. Based on the closing price of MetroCity common stock of $27.78 per share on March 14, 2025, the implied purchase price is $22.71 per First IC common share, with an aggregate transaction value of approximately $206,000,000. No other events have occurred that would require adjustment to or disclosure in the financial statements which were available to be issued on March 31, 2025.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
March 31, 2025 (unaudited) and December 31, 2024

LIABILITIES AND STOCKHOLDERS’ EQUITY

	March 31, 2025			December 31, 2024
Deposits
Demand		$	257,372,859		$	275,206,765
Interest-Bearing Demand			122,298,535			131,116,213
Savings			6,587,150			7,782,622
Time, $250,000 and Over			352,562,903			349,294,222
Other Time			237,092,740			211,314,848
			975,914,187			974,714,670
FHLB Borrowings			85,000,000			50,000,000
Other Liabilities			15,402,236			13,984,471
Operating Lease Liability			7,654,828			7,988,403
Total Liabilities			1,083,971,251			1,046,687,544
Stockholders’ Equity
Common Stock, $5 Par Value; 15,000,000 Shares Authorized, 9,070,161 and 9,068,699 Shares Issued and Outstanding as of March 31, 2025 and December 31, 2024, Respectively			45,350,805			45,343,495
Surplus			19,149,857			19,147,314
Retained Earnings			80,563,049			84,263,441
Accumulated Other Comprehensive Loss, Net of Tax			(2,760,110)			(3,289,197)
Total Stockholders’ Equity			142,303,601			145,465,053
Total Liabilities and Stockholders’ Equity		$	1,226,274,852		$	1,192,152,597

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
For the Three Months ended March 31, 2025 and 2024 (unaudited)

	March 31, 2025			March 31, 2024
Interest Income
Interest and Fees on Loans		$	18,754,103		$	18,037,191
Interest on Debt Securities
U.S. Government Agencies			204,833			187,465
State, County and Municipal			22,361			22,361
Interest-Bearing Deposits with Other Financial Institutions			1,221,599			2,169,654
Other Investments			56,875			57,333
			20,259,771			20,474,004
Interest Expense
Interest on Deposits			6,858,901			7,591,697
Interest on Borrowed Money			729,515			631,060
			7,588,416			8,222,757
Net Interest Income			12,671,355			12,251,247
Provision for Credit Losses – Loans			100,000			100,000
Net Interest Income After Provision for Credit Losses			12,571,355			12,151,247
Noninterest Income
Service Charges on Deposits			564,859			553,828
Other Service Charges, Commissions and Fees			532,948			808,605
Gain on Sale of Loans			507,534			651,635
Other			33,078			48,458
			1,638,419			2,062,526
Other Expenses
Salaries and Employee Benefits			3,834,581			3,644,217
Occupancy and Equipment			920,336			912,020
Data Processing			293,454			275,287
Professional Fees			274,798			168,028
FDIC Insurance Assessment			137,395			211,940
SBA Loan Referral Fees			67,605			137,653
Bank Security Expense			253,469			248,250
Other			1,199,833			1,215,385
			6,981,471			6,812,780
Net Income Before Income Taxes			7,228,303			7,400,993
Income Taxes			1,860,000			1,910,000
Net Income		$	5,368,303		$	5,490,993

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2025 and 2024 (Unaudited)

	Common Shares		Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2023		9,064,733		$	45,323,665		$	19,148,373		$	68,628,290		$	(3,501,305)		$	129,599,023
Net Income		—			—			—			5,490,993			—			5,490,993
Cash Dividends Paid		—			—			—			(9,064,729)			—			(9,064,729)
Change in Net Unrealized Gains (Losses) on Investment Securities Available for Sale, Net of Tax		—			—			—			—			(131,073)			(131,073)
Exercise of Stock Options		—			—			—			—			—			—
Stock-Based Compensation		—			—			9,969			—			—			9,969
Balance, March 31, 2024		9,064,733		$	45,323,665		$	19,158,342		$	65,054,554		$	(3,632,378)		$	125,904,183
Balance, December 31, 2024		9,068,699		$	45,343,495		$	19,147,314		$	84,263,441		$	(3,289,197)		$	145,465,053
Net Income		—			—			—			5,368,303			—			5,368,303
Cash Dividends Paid		—			—			—			(9,068,695)			—			(9,068,695)
Change in Net Unrealized Gains (Losses) on Investment Securities Available for Sale, Net of Tax		—			—			—			—			529,087			529,087
Exercise of Stock Options		1,462			7,310			2,543			—			—			9,853
Stock-Based Compensation		—			—			—			—			—			—
Issuance of Restricted Stock		—			—			—			—			—			—
Balance, March 31, 2025		9,070,161		$	45,350,805		$	19,149,857		$	80,563,049		$	(2,760,110)		$	142,303,601

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2025 and 2024 (Unaudited)

	March 31, 2025			March 31, 2024
Cash Flows from Operating Activities
Net Income		$	5,368,303		$	5,490,993
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation			158,004			192,947
Amortization and Accretion			96,677			95,211
Operating Lease Amortization Expense, Net			22,578			21,310
Stock-Based Compensation			—			9,969
Provision for Credit Losses – Loans			100,000			100,000
Gain on Sale of Loans			(507,534)			(651,635)
Change In
SBA Loans Held for Sale			(809,000)			337,500
Interest Receivable			(63,698)			(161,677)
Interest Payable			1,502,689			(198,855)
Other			(51,291)			3,723,627
			5,816,728			8,959,390
Cash Flows from Investing Activities
Proceeds from Sales, Calls, Maturities and Paydowns of Securities Available for Sale			2,911,670			1,110,742
Purchases of Debt Securities Available for Sale			—			(1,691,250)
Purchases of Premises and Equipment			(455,441)			(15,365)
Dispositions of Premises and Equipment			407,250			—
Loans, Net			(46,956,460)			(7,110,954)
Proceeds from Sales (Purchases) of Federal Home Loan Bank Stock			(1,678,700)			(89,200)
			(45,771,681)			(7,796,027)
Cash Flows from Financing Activities
Demand, Interest-Bearing Demand, Time and Savings Accounts			1,199,517			(7,625,934)
Proceeds from FHLB Borrowings			35,000,000			—
Proceeds from Exercise of Stock Options			9,853			—
Dividends Paid			(9,068,695)			(9,064,729)
			27,140,675			(16,690,663)
Net Increase (Decrease) in Cash and Cash Equivalents			(12,814,278)			(15,527,300)
Cash and Cash Equivalents, Beginning			141,413,649			182,097,223
Cash and Cash Equivalents, Ending		$	128,599,371		$	166,569,923
Noncash Investing Transactions
Change in Net Unrealized Gains (Losses) on Investment Securities Available for Sale, Net of Tax		$	529,087		$	(131,073)

See accompanying notes which are an integral part of these consolidated financial statements.

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FIRST IC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

(1) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of First IC Corporation (the Company) and its wholly-owned subsidiary First IC Bank. All intercompany accounts have been eliminated during consolidation.

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited financial statements and notes for the year ended December 31, 2024 and are included in the F-pages to this proxy statement/prospectus.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company and its subsidiary, First IC Bank, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual year-end financial statements. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at March 31, 2025 and December 31, 2024, the statements of income and comprehensive income for the three months ended March 31, 2025 and 2024, the cash flows for the three months ended March 31, 2025 and 2024, and the changes in shareholders’ equity for the three months ended March 31, 2025 and 2024. The statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024 included in the F-pages to this proxy statement/prospectus. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Certain items in the prior period financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on prior year net income or shareholders’ equity.

Nature of Operations

First IC Bank provides a full range of retail and commercial banking services for consumers and small- to medium-size businesses located primarily in the Atlanta, Georgia metropolitan area along with full service and loan production offices in Texas, Washington, New York, New Jersey and California. Lending and investing activities are funded primarily by deposits gathered through its retail branch office network.

Business Combination

On March 16, 2025, the Company and MetroCity Bankshares, Inc. (“MetroCity”), the holding company for Metro City Bank, entered into an Agreement and Plan of Reorganization (the “Agreement”), which provides that, subject to the terms and conditions set forth in the Agreement, the Company will merge with and into MetroCity (the “Merger”) with MetroCity being the surviving corporation in the Merger. In addition, simultaneously with or immediately following the Merger of the Company with and into MetroCity, First IC Bank will be merged with and into Metro City Bank.

The Agreement and transactions contemplated thereby are subject to the approval of the shareholders of the Company, regulatory approvals, and other customary closing conditions.

Subject to the terms and conditions of the Agreement, each share of Company common stock (“Company Stock”), will receive (i) an amount of cash without interest equal to the quotient of (A) $111,965,213, subject to adjustments as provided in the Agreement (as adjusted, the “Aggregate Cash Consideration”), divided by (B) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the effective time of the Merger, rounded to the nearest cent, and (ii) a number, as

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adjusted in accordance with the terms of the Agreement, of validly issued, fully paid and nonassessable shares of MetroCity common stock, par value $0.01 per share (“MCBS Common Stock”), equal to the quotient of (A) 3,384,588 shares of MCBS Common Stock, as adjusted in accordance with the terms of the Agreement (as adjusted, the “Aggregate Stock Consideration”), divided by (B) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the effective time of the Merger, rounded to the nearest ten thousandth (collectively, the “Merger Consideration”).

Additionally, in connection with the Merger, each option to purchase shares of Company Stock (each referred to as an “Option”), whether vested or unvested, that is then-outstanding and which has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the closing date of the Merger, the holder thereof shall be entitled to receive from MetroCity or Metro City Bank, cash in an amount equal to the product of (i) the number of shares of Company Stock provided for in each such Option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined in the Agreement) over (y) the exercise price of the Option. The Aggregate Cash Consideration will be reduced on a dollar for dollar basis in an amount equal to the aggregate cash payments to be paid to the Option holders. Any Option for which the exercise price exceeds the per share cash equivalent consideration will be cancelled as of the effective time of the Merger without payment.

Use of Estimates

Reclassifications

In certain instances, amounts reported in prior periods consolidated financial statements have been reclassified to conform to statement presentations included in these unaudited consolidated financial statements. Such reclassifications had no effect on previously reported stockholders’ equity or net income.

Concentrations of Credit Risk

Accounting Policies

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industry. The significant accounting policies followed by the Company and the methods of applying those policies are summarized hereafter.

Debt Securities

Allowance for Credit Losses-Available for Sale Securities

For all available for sale securities in an unrealized loss position, the Company first evaluates whether it intends to sell, or it is more likely than not that First IC Bank will be required to sell the security before recovery of its amortized cost basis. If either criterion is met, the security’s amortized cost basis is written down to fair value through earnings. If either of the criteria is not met, First IC Bank evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any loss that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax, as a non-credit related impairment.

Changes in the allowance for credit loss are recorded as provision for credit loss expense. Losses are charged against the allowance for credit loss when management believes an available for sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At March 31, 2025 and December 31, 2024, there was no allowance for credit loss related to the available for sale portfolio. Accrued interest receivable on available for sale debt securities totaled $136,990 and $131,053 at March 31, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses.

Federal Home Loan Bank Stock

SBA Loan Sales and Servicing Rights

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income in proportion to, and over the period of, the estimated future net servicing income or expense of the underlying loans. Servicing assets are periodically evaluated for impairment. If the fair value of the servicing asset exceeds the carrying amount, an impairment is recognized through a valuation allowance. SBA servicing income is recorded for fees earned for servicing loans. The amortization of servicing rights is netted against servicing income.

Loans Receivables

Loans that the Company has the ability and intent to hold for the foreseeable future or until maturity are recorded at their amortized cost, net of unearned interest and fees. Accrued interest receivable totaled $4,477,608 and $4,419,847 at March 31, 2025 and December 31, 2024, respectively. This amount is reported in Other Assets on the consolidated balance sheets and is excluded from the estimate of credit losses. Interest income on loans is recognized using the effective interest method. Loan origination fees, net of certain direct origination costs, are deferred and amortized over the lives of the related loans using the interest method.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest payments received on nonaccrual loans are either applied against principal or reported as income, according to management’s judgment as to the collectability of principal. Loans are returned to an accrual status when factors indicating doubtful collectability on a timely basis no longer exist.

Allowance for Credit Losses — Loans

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected payments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that

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a modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Cash, Cash Equivalents and Cash Flows

Premises and Equipment

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

Depreciation is charged to operations over the estimated useful lives of the assets. The useful lives and methods of depreciation are as follows:

Description	Life in Years	Method
Buildings	20 – 35	Straight-Line
Land Improvements	12 – 15	Straight-Line
Leasehold Improvements	5 – 10	Straight-Line
Furniture and Equipment	3 – 10	Straight-Line

Other Real Estate

Leases

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was $68,640 and $75,231 for the three months ended March 31, 2025 and 2024, respectively.

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Income Taxes

In the event of changes in the tax laws, deferred tax assets and liabilities are adjusted in the period of the enactment of those changes, with effects included in the income tax provision. The Company files a consolidated federal income tax return. The subsidiary pays its proportional share of federal income taxes to the Company based on its taxable income.

Stock-Based Compensation

Comprehensive Income

U.S. GAAP require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of operations but as a separate component of the equity section of the balance sheets. Such items are considered components of other comprehensive income. U.S. GAAP requires the presentation in the financial statements of net income and all items of other comprehensive income as total comprehensive income.

Transfers of Financial Assets

Off-Balance Sheet Credit Related Financial Instrument

Allowance for Credit Losses — Off-Balance Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses — off-balance sheet credit exposures is adjusted through the provision for credit losses. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan portfolio segment under the current expected credit loss model using the same methodologies as for loans. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance for credit losses — off-balance sheet credit exposures was $0 as of March 31, 2025 and December 31, 2024.

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(2) Debt Securities

Debt securities as of March 31, 2025 and December 31, 2024 are summarized as follows:

	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Allowance for Credit Losses			Fair Value
March 31, 2025
Securities Available for Sale
U.S. Government Agencies		$	10,416,028		$	1,014		$	(543,926)		$	—		$	9,873,116
Mortgage-Backed			21,409,635			—			(2,261,533)			—			19,148,102
State, County and Municipal			4,144,053			—			(689,363)			—			3,454,690
		$	35,969,716		$	1,014		$	(3,494,822)		$	—		$	32,475,908
December 31, 2024
Securities Available for Sale
U.S. Government Agencies		$	12,808,668		$	1,328		$	(710,089)		$	—		$	12,099,907
Mortgage-Backed			21,921,416			—			(2,685,344)			—			19,236,072
State, County and Municipal			4,153,081			—			(769,436)			—			3,383,645
		$	38,883,165		$	1,328		$	(4,164,869)		$	—		$	34,719,624

There was no allowance for credit losses on available for sale securities on March 31, 2025 or December 31, 2024. There were no held to maturity debt securities at March 31, 2025 or December 31, 2024. There were no investment securities transferred between available for sale and held to maturity in the periods presented.

The amortized cost and fair value of debt securities as of March 31, 2025 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.

	Securities Available for Sale
	Amortized Cost			Fair Value
Due in One Year or Less		$	—		$	—
Due from One to Five Years			7,166,701			6,745,277
Due from Five to Ten Years			3,490,422			3,332,399
Due after Ten Years			3,902,958			3,250,131
			14,560,081			13,327,806
Mortgage-Backed			21,409,635			19,148,102
		$	35,969,716		$	32,475,908

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	Less Than 12 Months						12 Months or More						Total
	Fair Value			Gross Unrealized Loss			Fair Value			Gross Unrealized Loss			Fair Value			Gross Unrealized Loss
March 31, 2025
Securities Available for Sale
U.S. Government Agencies		$	760,748		$	(1,210)		$	8,610,808		$	(542,716)		$	9,371,556		$	(543,926)
Mortgage-Backed			3,605,697			(15,706)			15,542,405			(2,245,827)			19,148,102			(2,261,533)
State, County and Municipal			—			—			3,454,690			(689,363)			3,454,690			(689,363)
		$	4,366,445		$	(16,916)		$	27,607,903		$	(3,477,906)		$	31,974,348		$	(3,494,822)
December 31, 2024
Securities Available for Sale
U.S. Government Agencies		$	821,576		$	(675)		$	10,794,626		$	(709,414)		$	11,616,202		$	(710,089)
Mortgage-Backed			3,509,623			(97,923)			15,726,449			(2,587,421)			19,236,072			(2,685,344)
State, County and Municipal			—			—			3,383,645			(769,436)			3,383,645			(769,436)
		$	4,331,199		$	(98,598)		$	29,904,720		$	(4,066,271)		$	34,235,919		$	(4,164,869)

At March 31, 2025, debt securities with unrealized losses had depreciated approximately 9.37% from their total amortized cost basis. At December 31, 2024, the debt securities with unrealized losses depreciated 10.85% from the Company’s amortized cost basis. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available for sale, no declines are deemed to be other than temporary.

At March 31, 2025, 30 out of the 30 mortgage- backed securities, 7 out of the 9 securities issued by U.S. Government agencies and U.S. Government- sponsored corporations, and 3 out of 3 of the State, County and Municipal securities contained unrealized losses. At December 31, 2024, 30 out of the 30 mortgage — backed securities, 10 out of the 11 securities issued by U.S. Government agencies and U.S. Government — sponsored corporations, and 3 out of 3 of the State, County and Municipal securities contained unrealized losses.

Management evaluates available for sale securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine if credit-related impairment exists. Management first evaluates whether they intend to sell or more likely than not will be required to sell an impaired security before recovering its amortized cost basis. If either criterion is met, the entire amount of unrealized loss is recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. If either of the criteria is not met, management evaluates whether the decline in fair value is attributable to credit or resulted from other factors. The Company does not intend to sell these debt securities at an unrealized loss position at March 31, 2025 and December 31, 2024, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Based on the results of management’s review at March 31, 2025 and December 31, 2024, management determined that none of the loss was attributable to credit impairment.

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(3) Loans

Loans, segregated by class, as of March 31, 2025 and December 31, 2024 are:

	March 31, 2025			December 31, 2024
Commercial		$	221,514,131		$	214,344,445
Real Estate
Construction			2,374,000			3,573,000
1 – 4 Family			272,549,820			267,966,846
Multifamily			25,754,832			8,321,445
Commercial			522,171,827			502,587,701
Consumer			395,268			409,562
		$	1,044,759,878		$	997,202,999

Deferred loan fees, net of deferred loan costs are excluded from the balances above and are presented in the balance sheets as unearned income. Income from net deferred loan fees and costs is recognized over the lives of the respective loans as a yield adjustment. If loans repay prior to scheduled maturities, any unamortized fee or cost is recognized at that time. Accrued interest receivable is excluded from the amortized cost basis of loans.

Credit Quality Indicators

•

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•

The following table presents the loan portfolio by credit quality indicator (risk grade) by year of origination as of March 31, 2025. Those loans with a risk grade of 1, 2, 3 or 4 have been combined in the pass column for presentation purposes.

	2025			2024			2023			2022			2021			Prior Years			Total
Commercial
Pass		$	16,395,933		$	38,077,293		$	26,960,970		$	69,560,185		$	18,204,882		$	49,296,796		$	218,496,059
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	2,131,409		$	—		$	886,663		$	3,018,072
Total Commercial		$	16,395,933		$	38,077,293		$	26,960,970		$	71,691,594		$	18,204,882		$	50,183,459		$	221,514,131
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Construction & Development
Pass		$	—		$	—		$	786,608		$	592,312		$	571,725		$	423,355		$	2,374,000
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Construction & Development		$	—		$	—		$	786,608		$	592,312		$	571,725		$	423,355		$	2,374,000
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
1 – 4 Family
Pass		$	12,592,186		$	27,835,916		$	46,327,210		$	133,862,438		$	32,872,569		$	18,688,744		$	272,179,063
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—					$	176,229		$	194,528		$	370,757
Total 1 – 4 Family		$	12,592,186		$	27,835,916		$	46,327,210		$	133,862,438		$	33,048,798		$	18,883,272		$	272,549,820
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Multifamily Real Estate
Pass		$	17,476,747		$	2,604,883		$	5,133,706		$	—		$	—		$	539,496		$	25,754,832
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Multifamily Real Estate		$	17,476,747		$	2,604,883		$	5,133,706		$	—		$	—		$	539,496		$	25,754,832
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Commercial Real Estate
Pass		$	23,242,356		$	109,436,645		$	65,512,416		$	96,852,585		$	81,110,240		$	146,017,584		$	522,171,826
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Commercial Real Estate		$	23,242,356		$	109,436,645		$	65,512,416		$	96,852,585		$	81,110,240		$	146,017,584		$	522,171,826
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—

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	2025			2024			2023			2022			2021			Prior Years			Total
Consumer
Pass		$	—		$	395,268		$	—		$	—		$	—		$	—		$	395,268
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Consumer		$	—		$	395,268		$	—		$	—		$	—		$	—		$	395,268
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Loans
Pass		$	69,707,222		$	178,350,005		$	144,720,910		$	300,867,520		$	132,759,416		$	214,965,975		$	1,041,371,048
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	2,131,409		$	176,229		$	1,081,191		$	3,388,829
Total Loans		$	69,707,222		$	178,350,005		$	144,720,910		$	302,998,929		$	132,935,645		$	216,047,166		$	1,044,759,877
Total Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—

The following table presents the loan portfolio by credit quality indicator (risk grade) by year of origination as of December 31, 2024. Those loans with a risk grade of 1, 2, 3 or 4 have been combined in the pass column for presentation purposes.

	2024			2023			2022			2021			2020			Prior Years			Total
Commercial
Pass		$	37,562,609		$	27,875,933		$	72,483,113		$	18,928,719		$	10,980,557		$	43,074,133		$	210,905,064
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	2,131,409		$	—		$	—		$	1,307,972		$	3,439,381
Total Commercial		$	37,562,609		$	27,875,933		$	74,614,522		$	18,928,719		$	10,980,557		$	44,382,105		$	214,344,445
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Construction & Development
Pass		$	—		$	1,183,888		$	891,462		$	860,477		$	489,701		$	147,472		$	3,573,000
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Construction & Development		$	—		$	1,183,888		$	891,462		$	860,477		$	489,701		$	147,472		$	3,573,000
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
1 – 4 Family
Pass		$	28,802,771		$	47,089,521		$	137,019,436		$	34,195,477		$	9,300,382		$	11,187,938		$	267,595,525
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	176,229		$	—		$	195,092		$	371,321
Total 1 – 4 Family		$	28,802,771		$	47,089,521		$	137,019,436		$	34,371,706		$	9,300,382		$	11,383,030		$	267,966,846
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Multifamily Real Estate
Pass		$	2,615,568		$	5,158,826		$	—		$	—		$	—		$	547,051		$	8,321,445
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Multifamily Real Estate		$	2,615,568		$	5,158,826		$	—		$	—		$	—		$	547,051		$	8,321,445

F-49

TABLE OF CONTENTS

	2024			2023			2022			2021			2020			Prior Years			Total
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Commercial Real Estate
Pass		$	109,878,808		$	65,777,715		$	97,930,491		$	80,880,150		$	21,003,495		$	127,117,042		$	502,587,701
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Commercial Real Estate		$	109,878,808		$	65,777,715		$	97,930,491		$	80,880,150		$	21,003,495		$	127,117,042		$	502,587,701
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Consumer
Pass		$	409,562		$	—		$	—		$	—		$	—		$	—		$	409,562
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Consumer		$	409,562		$	—		$	—		$	—		$	—		$	—		$	409,562
Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total Loans
Pass		$	179,269,318		$	147,085,883		$	308,324,502		$	134,864,823		$	41,774,135		$	182,073,636		$	993,392,297
Special Mention		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Substandard		$	—		$	—		$	2,131,409		$	176,229		$	—		$	1,503,064		$	3,810,702
Total Loans		$	179,269,318		$	147,085,883		$	310,455,911		$	135,041,052		$	41,774,135		$	183,576,700		$	997,202,999
Total Current period gross write-offs		$	—		$	—		$	—		$	—		$	—		$	—		$	—

Past Due and Nonaccrual Loans

The following table represents an age analysis of past due loans and nonaccrual loans, segregated by class of loans, as of March 31, 2025 and December 31, 2024:

	Accruing Loans
	30 – 59 Days Past Due			60 – 89 Days Past Due			90 Days or More Past Due			Total Accruing Loans Past Due			Nonaccrual Loans			Current Loans			Total Loans
March 31, 2025
Commercial		$	3,772,196		$	—		$	3,311,714		$	7,083,910		$	3,311,714		$	211,118,507		$	221,514,131
Real Estate
Construction			—			—			—			—			—			2,374,000			2,374,000
1 – 4 Family			2,075,227			—			176,229			2,251,456			291,672			270,006,692			272,549,820
Multifamily			—			—			—			—			—			25,754,832			25,754,832
Commercial			487,703			3,499,693			—			3,987,396			—			518,184,430			522,171,826
Consumer			—			—			—			—			—			395,268			395,268
		$	6,335,126		$	3,499,693		$

	QUESTIONS AND ANSWERS					1
	SUMMARY					10
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					19
	COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER COMMON SHARE DATA					26
	SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					27
	RISK FACTORS					30
	FIRST IC SHAREHOLDER MEETING					38
	Date, Time and Place of the First IC shareholder meeting					38
	Purpose of the First IC shareholder meeting					38
	Recommendation of the First IC Board of Directors					38
	Record Date; Shares Entitled to Vote					38
	Quorum; Vote Required					38
	First IC Voting Agreements					39
	Voting of Proxies					39
	How to Revoke Your Proxy					40
	Attending the First IC shareholder meeting					40
	Proxy Solicitation					41
	Dissenters’ Rights of Appraisal					41
	Stock Certificates					41
	THE MERGER					44
	Terms of the Merger					44
	Background of the Merger					46
	First IC’s Reasons for the Merger; Recommendation of the First IC Board of Directors					51
	Opinion of First IC’s Financial Advisor					54
	Certain Unaudited Prospective Financial Information					62
	Board Composition and Management of MetroCity After the Merger					63
	Interests of First IC’s Directors and Executive Officers in the Merger					63
	Trading Markets and Dividends					64
	MetroCity’s Dividend Policy					66
	Restrictions on Resale of MetroCity Common Stock					67
	Dissenters’ Rights					67
	Regulatory Approvals Required for the Merger					69
	THE MERGER AGREEMENT					71
	Structure of the Merger					71
	Merger Consideration					71
	Anti-Dilutive Adjustments					72
	Fractional Shares					72
	Treatment of First IC Equity Awards					73
	Closing and Effective Time					73
	Organizational Documents of the Surviving Company					73
	Conversion of Shares; Exchange of Certificates					73
	Tax Adjustment					74
	Representations and Warranties					75
	Definition of “Material Adverse Effect”					77
	Covenants and Agreements					78
	Conditions to Complete the Merger					86
	Termination of the Merger Agreement					87
	Effect of Termination					88
	Termination Fee					89

(Dollars in thousands)	March 31. 2025
Total purchase consideration		$	205,989
First IC Net Assets at Fair Value
Assets:
Cash and cash equivalents			128,599
Investment securities			32,476
Loans held for sale			3,773
Loans held for investment			1,021,820
Allowance for credit losses			(3,644)
Premises and equipment, net			7,136
Other intangible assets			22,937
Other assets			19,325
Total assets to be acquired		$	1,232,422
Liabilities:
Deposits		$	977,209
Federal Home Loan Bank advances			85,000
Other liabilities			23,057
Total liabilities to be assumed			1,085,266
Net assets to be acquired			147,156
Preliminary goodwill		$	58,833

	First IC			MetroCity
	Shareholder Rights Plan
	First IC has not adopted a shareholder rights plan.			MetroCity has not adopted a shareholder rights plan.
	Exclusive Forum
	First IC does not have an exclusive forum clause in its articles of incorporation or bylaws.			MetroCity does not have an exclusive forum clause in its articles of incorporation or bylaws.

	Independent Auditor’s Report					F-2
	Consolidated Balance Sheets at December 31, 2024 and 2023					F-4
	Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022					F-6
	Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2013, and 2022					F-7
	Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2024, 2023, and 2022					F-8
	Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022					F-9
	Notes to Consolidated Financial Statements (Audited)					F-10
	Consolidated Balance Sheets at March 31, 2025 (unaudited) and December 31, 2024					F-33
	Consolidated Statements of Income for the three months ended March 31, 2025 and March 31, 2024 (unaudited)					F-35
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and March 31, 2024 (unaudited)					F-36
	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and March 31, 2024 (unaudited)					F-37
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and March 31, 2024 (unaudited)					F-38
	Notes to Consolidated Financial Statements (unaudited)					F-39

	2024			2023
Cash		$	756,066		$	791,832
Investment in Subsidiary			144,708,987			128,807,191
Total Assets		$	145,465,053		$	129,599,023