The Company offers a defined contribution 401(k) Profit Sharing Plan (the "Plan") which covers substantially all employees who meet certain age and service requirements. The Plan allows employees to make voluntary pre-tax salary deferrals to the Plan. The Company, at its discretion, may elect to make an annual contribution to the Plan equal to a percentage of each participating employee’s salary. Such discretionary contributions must be approved by the Company’s board of directors. Employees are fully vested in the Company contributions after six years of service. In 2025 and 2024, the Company made total contributions of $1.8 million and $1.7 million to the Plan, respectively.

Colony Bank, the wholly-owned subsidiary, has deferred compensation plans covering certain former directors and certain officers choosing to participate through individual deferred compensation contracts. In accordance with terms of the contracts, the Bank is committed to pay the participant’s deferred compensation over a specified number of years, beginning at age 65. In the event of a participant’s death before age 65, payments are made to the participant’s named beneficiary over a specified number of years, beginning on the first day of the month following the death of the participant.

Liabilities accrued under the plans totaled $778,000 and $930,000 as of December 31, 2025 and 2024, respectively. Monthly benefit accruals under the contracts totaled $65,000 in 2025 and $(32,000) in 2024. Payments were $90,000 in 2025 and $130,000 in 2024.

The Company has purchased life insurance policies on the plans’ participants and uses the cash flow from these policies to partially fund the plan. There was no fee income recognized in 2025 and 2024.

The Company offers a Stock Purchase Plan which allows employees and directors of the Company to purchase shares of the Company through deductions from eligible compensation in an amount selected by participants between one (1%) percent and fifty (50%) percent. The Stock Purchase Plan offers a fifteen (15%) match by the Company on every dollar contributed. Stock is purchased on the participants behalf each pay period using both the participants contributions and the Company match. Shares purchased with Company contributions are considered taxable income and subject to a one-year holding period. The number of shares of Company common stock reserved for issuance under this plan is 300,000 shares. Participation in the Stock Purchase Plan began in January 2026, and therefore there were no contributions or Company match as of December 31, 2025.

The Company assumed an employee pension plan as part of the acquisition of TC Bancshares, Inc. which remained in effect as of December 31, 2025. The plan was put in place on April 1, 2011 and effective March 31, 2019, the plan was frozen and closed to new participants. The plan was amended in 2025 for termination and is anticipated to be terminated by the end of 2026. The following tables provide information related to the plan since the date of acquisition, as computed by the Company's independent actuarial consultants.


(dollars in thousands)	November 30, 2025		December 31, 2025
Change in benefit obligation
Benefit obligation beginning of period	$	8,098	$	8,201
Service cost	—		—
Interest cost	390		35
Amendments	—		—
Actuarial (gain)/loss	185		(61)
Benefits paid	(472)		(103)
Effect of curtailment	—		—
Benefit obligation end of period	$	8,201	$	8,072

Change in plan assets
Fair value of assets beginning of period	$	8,492	$	8,799
Actual return on assets	819		(92)
Employer contributions	—		—
Administrative expenses	(40)		(8)
Benefits paid	(472)		(103)
Fair value of assets end of period	$	8,799	$	8,596


Amounts recognized in statement of financial position
Noncurrent assets	$	598		$	524
Current liabilities	—			—
Noncurrent liabilities	—			—
Amounts recognized	$	598		$	524

Amounts recognized in accumulated other comprehensive income
Net (gain) loss	$	(468)		$	(378)
Transition obligation (asset)	—			—
Prior service cost (credit)	—			—
Amounts recognized	$	(468)		$	(378)

Key assumptions
Discount rate	5.21		%	5.34		%
Expected rate of return on assets	7.00		%	7.00		%
Measurement date	11/30/2025			12/31/2025


Net periodic pension cost	1/1 - 11/30/2025			12/1 - 12/31/2025
Service cost	$	—		$	—
Interest cost	390			35
Expected return on plan assets	(525)			(51)
Amortization of unrecognized (gain) loss	—			—
Amortization of unrecognized prior service cost (credit)	—			—
Amortization of unrecognized transition (asset) obligation	—			—
Effect of curtailments	—			—
Net periodic pension cost (income)	$	(135)		$	(16)

Discount rate	5.44		%	5.21		%
Expected long-term rate of return on assets	7.00		%	7.00		%

Other changes to OCI
Amortization of transition obligation	$	—		$	—
Net (gain) loss	(69)			90
Amortization of net gain (loss)	—			—
Prior service cost (credit)	—			—
Amortization of prior service (cost) credit	—			—
Effect of curtailments	—			—
Total recognized in OCI	$	(69)		$	90

During the period December 1, 2025 through December 31, 2025, the plan experienced a liability gain of $61,000, which was the result of an increase in the discount rate. During the same period, the plan experienced an asset loss of $151,000. This resulted in a net loss for the period of $90,000. The primary reason for the asset loss was an actual rate of return of approximately (1.05)% versus an assumed annual rate of 7.00%.

The Company awards restricted shares of the Company's common stock to various bank employees with a grant price equal to the market price of the Company's common stock on the grant date. The restricted shares vest in equal installments over three years, subject to continued service through each applicable vesting date, or earlier upon the occurrence of a change in control. With the restricted stock, there will be no cash consideration to the Company for the shares. The employees will have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested.


	Quantity	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2023	175,993	$	14.67
Granted	74,358	12.16
Vested	(101,032)	15.86
Forfeited	(4,761)	15.06
Outstanding at December 31, 2024	144,558	12.53
Granted	63,426	16.95
Vested	(76,504)	13.41
Forfeited	(5,429)	12.25
Outstanding at December 31, 2025	126,051	$	14.23

Compensation expense for restricted stock is based on the market price of the Company stock at the time of the grant and amortized on a straight-line basis over the vesting period. Compensation expense recognized for the years ended December 31, 2025 and 2024 was $785,000 and $1.3 million, respectively. Total compensation expense unrecognized for the restricted shares granted for the year ended December 31, 2025 was $1.4 million, which is expected to be recognized over a weighted average period of 2.07 years.