S-4 1 tm2224511d1_s4.htm FORM S-4

As filed with the Securities and Exchange Commission on August 26, 2022

Registration No. _________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST BANCORP

(Exact name of registrant as specified in its charter)

North Carolina		6022		56-1421916
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)


First Bancorp 300 SW Broad Street Southern Pines, North Carolina 28387 (910) 246-2500		Richard H. Moore Chief Executive Officer 300 SW Broad Street Southern Pines, North Carolina 28387 (910) 246-2500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert A. Singer, Esq.

Iain MacSween, Esq.

Brooks, Pierce, McLendon, Humphrey& Leonard, L.L.P.

2000 Renaissance Plaza

230 N. Elm Street

Greensboro, North Carolina 27401

(336) 373-8850

Benjamin A. Barnhill, Esq.

Brittany M. McIntosh, Esq.
Nelson Mullins Riley & Scarborough, LLP
104 S. Main Street, Suite 900
Greenville, South Carolina 29601
(864) 250-2246

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

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 x		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 14d-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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein 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 document 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 AUGUST 26, 2022

Proxy Statement of GrandSouth Bancorporation

Prospectus of First Bancorp

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On June 21, 2022, First Bancorp, a North Carolina corporation, and GrandSouth Bancorporation, a South Carolina corporation (which we refer to as “GrandSouth”) entered into an Agreement and Plan of Merger and Reorganization (which we refer to as the “merger agreement”) that provides for the combination of First Bancorp and GrandSouth. Under the merger agreement, (i) GrandSouth will merge with and into First Bancorp (which we refer to as the “merger”), with First Bancorp continuing as the surviving corporation in the merger and (ii) immediately following the completion of the merger, GrandSouth Bank, a South Carolina chartered bank and a wholly-owned subsidiary of GrandSouth, will merge with and into First Bank, a North Carolina chartered bank and a wholly-owned subsidiary of First Bancorp (which we refer to as the “bank merger”), with First Bank being the surviving entity in the bank merger.

In the merger, each outstanding share of GrandSouth’s common stock, no par value per share (which we collectively refer to as “GrandSouth common stock”) and GrandSouth Series A preferred stock, no par value per share (which we collectively refer to as the “GrandSouth preferred stock” and, together with the GrandSouth common stock, as the “GrandSouth stock”), except for specified shares of GrandSouth stock owned by GrandSouth or First Bancorp and shares of GrandSouth stock as to which dissenters’ rights have been perfected, will be converted into the right to receive 0.91 shares (which we refer to as the “exchange ratio”) of First Bancorp’s common stock, no par value (which we refer to as “First Bancorp common stock”). In addition, at the effective time of the merger, any unvested GrandSouth stock options will accelerate under applicable change of control provisions in the GrandSouth Bancorporation 2019 Stock Option Plan and the GrandSouth Bancorporation 2009 Stock Option Plan, and each outstanding GrandSouth stock option will convert into an option to acquire First Bancorp common stock, adjusted based on the 0.91 exchange ratio. First Bancorp will also assume the assets and liabilities of GrandSouth in the merger.

Although the number of shares of First Bancorp common stock that GrandSouth shareholders will be entitled to receive is fixed, the market value of the merger consideration will fluctuate with the market price of First Bancorp common stock and will not be known at the time GrandSouth shareholders vote on the merger. Based on the $35.26 closing price of First Bancorp’s common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ GSM”) on June 21, 2022, the last trading day before public announcement of the merger, the 0.91 exchange ratio represented approximately $32.09 in value for each share of GrandSouth stock. Based on the $[·] closing price of First Bancorp’s common stock on the NASDAQ GSM on [·], the latest practicable trading day before the printing of this proxy statement/prospectus, the 0.91 exchange ratio represented approximately $[·] in value for each share of GrandSouth stock. Based on the 0.91 exchange ratio and the number of shares of GrandSouth stock outstanding as of [·], the maximum number of shares of First Bancorp common stock estimated to be issuable in the merger is [·]. We urge you to obtain current market quotations for First Bancorp (trading symbol “FBNC”) and GrandSouth (trading symbol “GRRB”).

GrandSouth will hold a special meeting (which we refer to as the “special meeting”) of its shareholders in connection with the merger. At the special meeting, GrandSouth shareholders will be asked to vote to approve the merger agreement and related matters as described in this proxy statement/prospectus. Under South Carolina law, approval of the merger agreement requires the affirmative vote of: (i) two-thirds of the outstanding shares of GrandSouth common stock; (ii) two-thirds of the outstanding shares of GrandSouth preferred stock; and (iii) two-thirds of the outstanding shares of GrandSouth stock, voting together as a single class.

The special meeting will be held at [·] on [·], at [·] local time.

GrandSouth’s board of directors unanimously recommends that GrandSouth shareholders vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the special meeting.

This proxy statement/prospectus describes the special meeting of GrandSouth, the merger, the issuance of shares of First Bancorp common stock representing the merger consideration (which we refer to as the “First Bancorp share issuance”), the documents related to the merger, the bank merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page [·], for a discussion of the risks relating to the proposed merger and the First Bancorp share issuance. You also can obtain information about First Bancorp and GrandSouth from documents that each has filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. 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 First Bancorp or GrandSouth, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [·], and it is first being mailed or otherwise delivered to the shareholders of GrandSouth on or about [·].

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of GrandSouth:

GrandSouth will hold a special meeting of its shareholders at GrandSouth’s principal executive offices, located at 381 Halton Road, Greenville, South Carolina 29607 on [●], 2022, at [10:00 a.m.] local time to consider and vote upon the following matters:

For holders of GrandSouth common and preferred stock, a proposal to approve the merger agreement and the merger, pursuant to which GrandSouth will merge with and into First Bancorp, each as more fully described in this proxy statement/prospectus (which we refer to as the “merger proposal”);

For holders of GrandSouth common stock, a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of GrandSouth that is based on or otherwise relates to the merger (which we refer to as the “merger-related compensation proposal”); and

For holders of GrandSouth common stock, a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (which we refer to as the “adjournment proposal”).

We have fixed the close of business on [●], 2022 as the record date for the special meeting (which we refer to as the “record date”). Only holders of record of GrandSouth stock on the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment of the special meeting.

Our board of directors has unanimously adopted and approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of GrandSouth and its shareholders, and unanimously recommends that GrandSouth shareholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Your vote is very important. Whether or not you expect to attend the special meeting in person, please vote your shares as promptly as possible by visiting the Internet site listed on the proxy, calling the toll-free number listed on the proxy or submitting your proxy by mail using the provided self-addressed, stamped envelope. We cannot complete the merger unless GrandSouth’s shareholders approve the merger proposal. Under South Carolina law, approval of the merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares of each of (a) GrandSouth common stock, (b) GrandSouth preferred stock, and (c) GrandSouth common and preferred stock, voting together as a single class. For each of the merger-related compensation proposal and the adjournment proposal to be approved, the number of votes cast by holders of GrandSouth common stock at the special meeting, in person or by proxy, in favor of such proposal must exceed the votes cast against such proposal.

We have determined that under Chapter 13 of the South Carolina Business Corporation Act, or the “SCBCA,” holders of both our common stock and preferred stock are entitled to assert dissenters’ rights, and to be paid the “fair value” for their shares plus interest accrued, instead of receiving the merger consideration, if the merger is completed. To assert your dissenters’ rights, you must deliver to GrandSouth, before the vote on the merger proposal is taken, written notice of your intent to demand payment if the merger is completed, and comply precisely with the other procedures described in Chapter 13 of the SCBCA. A copy of Chapter 13 of the SCBCA is attached as Annex B to this proxy statement/prospectus. For more information regarding dissenters’ rights, please see “The Merger— Dissenters’ Rights in the Merger” beginning on page [●] of this proxy statement/prospectus.

Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of GrandSouth, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote through the Internet or by telephone. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, the bank merger and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Greenville, South Carolina	Mason Y. Garrett
[●], 2022	Chairman and Chief Executive Officer

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about First Bancorp and GrandSouth from documents filed with the Securities and Exchange Commission (which we refer to as 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 First Bancorp and/or GrandSouth at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting the relevant company at the following address:

First Bancorp
300 SW Broad Street

Southern Pines, North Carolina 28387

(910) 246-2500

GrandSouth Bancorporation
381 Halton Road

Greenville, South Carolina 29607

(864) 527-7170

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 special meeting. Accordingly, GrandSouth shareholders requesting documents must do so by [·], in order to receive them before the special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [·], and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document. Neither the mailing of this document to GrandSouth shareholders nor the issuance by First Bancorp of shares of First Bancorp 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 GrandSouth has been provided by GrandSouth and information contained in this document regarding First Bancorp has been provided by First Bancorp.

See “Where You Can Find More Information” beginning on page [·] for more details.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS	1

SUMMARY	7

RISK FACTORS	14

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	19

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	20

UNAUDITED COMPARATIVE PER SHARE DATA	30

THE GRANDSOUTH SPECIAL MEETING	31
Date, Time and Place of the Special Meeting	31
Matters to Be Considered	31
Recommendation of the GrandSouth Board	31
Record Date, Shares Entitled to Vote and Quorum	31
Broker Non-Votes	32
Required Vote; Treatment of Abstentions, Broker Non-Votes and Failure to Vote	32
Shares Held by Directors and Executive Officers; Support Agreements	33
Voting of Proxies; Incomplete Proxies	33
Voting Shares Held in “Street Name”	33
Revocability of Proxies and Changes to a GrandSouth Shareholder’s Vote	34
Solicitation of Proxies	34
Attending the Special Meeting	34
Delivery of Proxy Materials to GrandSouth Shareholders Sharing an Address	34
Assistance	34

GRANDSOUTH PROPOSALS	35
Proposal No. 1 – Merger Proposal	35
Proposal No. 2 – Merger-Related Compensation Proposal	35
Proposal No. 3 – Adjournment Proposal	35

INFORMATION ABOUT FIRST BANCORP	36

INFORMATION ABOUT GRANDSOUTH	36

THE MERGER	37
Terms of the Merger	37
Background of the Merger	37
GrandSouth’s Reasons for the Merger; Recommendation of the GrandSouth Board	40
Opinion of GrandSouth’s Financial Advisor	43
Interests of GrandSouth’s Directors and Executive Officers in the Merger	55
Merger-Related Compensation for GrandSouth’s Named Executive Officers	57
Public Trading Markets	59
First Bancorp’s Dividend Policy	59
Dissenters’ Rights in the Merger	59
Regulatory Approvals Required for the Merger	62

THE MERGER AGREEMENT	63
Effective Time	63
Terms of the Merger	64
Registration of First Bancorp Common Stock	64
Treatment of GrandSouth Stock Options	64

Treatment of GrandSouth TRUPS	64
Treatment of GrandSouth Sub-Debt	64
Representations and Warranties Made by First Bancorp and GrandSouth in the Merger Agreement	64
Shareholder Meeting and Recommendation of the Board of Directors of GrandSouth	65
Agreement Not to Solicit Other Offers	66
Termination and Conditions of Closing	67
Surrender of Certificates	69
GrandSouth Shareholder Approval	69
Expenses	69
Conduct of Business of GrandSouth Pending Closing	69
Support Agreements	73

DESCRIPTION OF CAPITAL STOCK OF FIRST BANCORP	75
General	75
Common Stock	76
Voting Rights	76
Liquidation Rights	76
Dividends	76
Other Provisions	76
Anti-Takeover Provisions	76
Preferred Stock	77
Transfer Agent and Registrar	77

COMPARISON OF SHAREHOLDERS’ RIGHTS	77
Differences in Legal Rights between Shareholders of GrandSouth and First Bancorp	78

COMPARATIVE MARKET PRICES AND DIVIDENDS	82

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF FIRST BANCORP	83

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GRANDSOUTH	85

LEGAL MATTERS	86

EXPERTS	86
First Bancorp	86
GrandSouth	86

DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS	87
First Bancorp	87
GrandSouth	87

WHERE YOU CAN FIND MORE INFORMATION	87

Annexes	1
ANNEX A – Agreement and Plan of Merger and Reorganization	A-1
ANNEX B – Chapter 13 of the South Carolina Business Corporation Act of 1988	B-1
ANNEX C – Opinion of Piper Sandler & Co.	C-1
ANNEX D – J.B. Schwiers Employment Agreement	D-1
ANNEX E - J.B. Garrett Consulting Agreement	E-1

QUESTIONS AND ANSWERS

The following are some questions that you, as a GrandSouth shareholder, may have about the merger, the First Bancorp share issuance, the special meeting, as applicable, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger or the special meeting, as applicable. For details about where you can find additional important information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [·].

Unless the context otherwise requires, references in this proxy statement/prospectus to “First Bancorp” refer to First Bancorp, a North Carolina corporation, and its affiliates, and references to “GrandSouth” refer to GrandSouth Bancorporation, a South Carolina corporation, and its affiliates.

Q:	What is the merger?

First Bancorp and GrandSouth entered the merger agreement on June 21, 2022. The merger is the first step in a series of transactions to combine First Bancorp and GrandSouth, and their respective subsidiary banks, First Bank and GrandSouth Bank. The combined bank will be the largest community bank headquartered in North Carolina with over $12 billion in total assets and [116] branches, including [14] branches in South Carolina.

Under the merger agreement:

GrandSouth will merge with and into First Bancorp, with First Bancorp continuing as the surviving corporation (which we refer to as the “merger”); and

Immediately following the completion of the merger, GrandSouth Bank will merge with and into First Bank, with First Bank being the surviving entity in such merger (which we refer to as the “bank merger”).

A copy of the merger agreement is included in this proxy statement/prospectus as Annex A.

The merger cannot be completed unless, among other things, GrandSouth shareholders approve the merger proposal.

Q:	Why am I receiving this proxy statement/prospectus?

GrandSouth has called the special meeting in order to approve the merger. We are delivering this document to you because it is a proxy statement being used by the GrandSouth board of directors (which we refer to as the “GrandSouth board”) to solicit proxies from GrandSouth shareholders in connection with approval of the merger and related matters. It also constitutes a notice of special meeting with respect to the special meeting.

In addition, this document is also a prospectus that is being delivered to GrandSouth shareholders because First Bancorp is offering shares of its common stock to GrandSouth shareholders in connection with the merger (which we refer to as the “First Bancorp share issuance”).

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

Q:	In addition to the merger proposal, what else are GrandSouth shareholders being asked to vote on?

In addition to the merger proposal, GrandSouth is soliciting proxies from its shareholders with respect to a proposal to approve, on an advisory (non-binding) basis, the compensation that certain executive officers of GrandSouth may receive in connection with the merger pursuant to agreements or arrangements with GrandSouth and a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal. Completion of the merger is not conditioned upon approval of the merger-related compensation proposal or the adjournment proposal.

Q:	What will GrandSouth shareholders be entitled to receive in the merger?

If the merger is completed, each share of GrandSouth stock, except for certain shares of GrandSouth stock owned by GrandSouth or First Bancorp and shares of GrandSouth stock as to which dissenters’ rights have been perfected, will be converted into the right for each GrandSouth shareholder to receive a number of shares of First Bancorp common stock equal to the 0.91 exchange ratio multiplied by the number of such shares of GrandSouth stock held by such GrandSouth shareholder immediately prior to the effective time of the merger (which we refer to as the “effective time”). First Bancorp will not issue any fractional shares of First Bancorp common stock in the merger. GrandSouth shareholders who would otherwise be entitled to a fractional share of First Bancorp common stock upon the completion of the merger will instead be entitled to receive an amount in cash (rounded to the nearest cent) based on the average of the closing price of First Bancorp common stock as reported on the NASDAQ GSM during the 20 consecutive full trading days ending at the closing of trading on the fifth business day prior to the effective time of the merger (which we refer to as the “Average First Bancorp Stock Price”).

Q:	What will First Bancorp shareholders be entitled to receive in the merger?

A:	First Bancorp shareholders will not be entitled to receive any merger consideration and will continue to hold the shares of First Bancorp common stock that they held immediately prior to the completion of the merger.

Q:	How will the merger affect GrandSouth stock options?

A:	At the effective time, any unvested options to purchase shares of GrandSouth common stock will accelerate under applicable change in control provisions in GrandSouth’s 2019 Stock Option Plan and 2009 Stock Option Plan (which we refer to as the “GrandSouth Option Plans”) and each outstanding and unexercised GrandSouth stock option will convert into an option to acquire First Bancorp common stock, adjusted based on the 0.91 exchange ratio.

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

Although the number of shares of First Bancorp common stock that GrandSouth shareholders will be entitled to receive is fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for First Bancorp common stock. Any fluctuation in the market price of First Bancorp common stock after the date of this proxy statement/prospectus will change the value of the shares of First Bancorp common stock that GrandSouth shareholders will be entitled to receive.

Q:	How does the GrandSouth board recommend that I vote at the special meeting?

A:	The GrandSouth board unanimously recommends that you vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Q:	When and where is the special meeting?

The special meeting will be held at [·] on [·], at [·] local time.

Q:	What do I need to do now?

After you have carefully read this entire proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at your special meeting. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote through the Internet or by telephone. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. 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 in person at their special meeting will need to obtain a legal proxy from the institution that holds their shares.

Q:	What constitutes a quorum for the special meeting?

The presence at the special meeting, in person or by proxy, of holders representing at least a majority of the issued and outstanding shares of each of (i) the GrandSouth common stock, (ii) the GrandSouth preferred stock, and (iii) the GrandSouth stock, entitled to be voted at the special meeting will constitute a quorum for the transaction of business at the special meeting. Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting or for any adjournment(s) thereof. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Q:	What is the vote required to approve each proposal at the special meeting?

A:	merger proposal:

Standard: The GrandSouth proposal will be approved if: (i) two-thirds of the outstanding shares of GrandSouth common stock; (ii) two-thirds of the outstanding shares of GrandSouth preferred stock; and (iii) two-thirds of the outstanding shares of GrandSouth stock, voting together as a single class, vote in favor of the proposal at the special meeting.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting, or fail to instruct your bank or broker how to vote with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.

merger-related compensation proposal:

Standard: The merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the special meeting are voted in favor of such proposal.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the merger-related compensation proposal, it will have no effect on such proposal.

adjournment proposal:

Standard: The adjournment proposal will be approved if the votes cast at the special meeting, in person or by proxy, in favor of the proposal exceed the votes cast against the proposal.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the adjournment proposal, it will have no effect on such proposal.

Q:	Why is my vote important?

If you do not vote, it will be more difficult for GrandSouth to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention with respect to the merger proposal will have the same effect as a vote “AGAINST” approval of the merger agreement. The merger proposal must be approved by (i) two-thirds of the outstanding shares of GrandSouth common stock; (ii) two-thirds of the outstanding shares of GrandSouth preferred stock; and (iii) two-thirds of the outstanding shares of GrandSouth stock, voting together as a single class. The GrandSouth board unanimously recommends that the GrandSouth shareholders vote “FOR” the merger proposal.

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

A:	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.

Q:	Can I attend the meeting and vote my shares in person?

Yes. All GrandSouth shareholders, including shareholders of record and shareholders who hold their shares “in street name” through a bank or a broker, are invited to attend the special meeting. Holders of record of GrandSouth stock can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a bank or a broker, to be able to vote in person at your meeting. If you plan to attend the meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the special meeting. GrandSouth reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited without GrandSouth’s express written consent.

Q:	Can I change my vote?

GrandSouth shareholders: Yes. If you are a holder of record of GrandSouth common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) signing and returning a proxy card with a later date, (ii) delivering a written revocation letter to GrandSouth’s corporate secretary, (iii) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting or (iv) voting by telephone or the Internet at a later time. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by GrandSouth after the vote will not affect the vote. GrandSouth’s corporate secretary’s mailing address is: GrandSouth Bancorporation, 381 Halton Road, Greenville, South Carolina 29607, Attention: Corporate Secretary.

If you hold your shares of GrandSouth stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

Q:	Will GrandSouth be required to submit the merger proposal to its shareholders even if the GrandSouth board has withdrawn, modified or qualified its recommendation?

A:	Yes. Unless the merger agreement is terminated before the special meeting, GrandSouth is required to submit the merger proposal to its shareholders even if the GrandSouth board has withdrawn, modified or qualified its recommendation.

Q:	What are the U.S. federal income tax consequences of the merger to GrandSouth shareholders?

Holders of GrandSouth stock are not expected to recognize gain or loss for U.S. federal income tax purposes on the exchange of their GrandSouth stock for First Bancorp common stock in the merger, except with respect to any cash received in lieu of fractional shares of First Bancorp common stock. The obligations of GrandSouth and First Bancorp to complete the merger are subject to, among other conditions described in this proxy statement/prospectus, the receipt by each of GrandSouth and First Bancorp of the opinion of First Bancorp’s legal counsel or tax accounting firm to the effect that the merger will be treated 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”).

Holders of GrandSouth stock who receive cash as a result of exercising and perfecting their dissenters’ rights will recognize gain or loss for U.S. federal income tax purposes.

You should read the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page [·] for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Q:	Are GrandSouth shareholders entitled to dissenters’ rights?

Yes. Under South Carolina law, holders of GrandSouth stock who perfect their dissenters’ rights in accordance with applicable law will have dissenters’ rights as a result of the merger. Failure to follow the applicable procedures summarized in this document and set forth in Chapter 13 of the South Carolina Business Corporation Act of 1988 (the “SCBCA”) will result in the loss of dissenters’ rights. See “GrandSouth Shareholders Have Dissenters’ Rights” beginning on page [·]. Please also see Appendix B for the text of the applicable provisions of the SCBCA as in effect with respect to dissenters’ rights in connection with the merger.

Q:	If I am a GrandSouth shareholder, should I send in my GrandSouth stock certificates now?

A:	No. Please do not send in your GrandSouth stock certificates with your proxy. After the merger, an exchange agent will send you instructions for exchanging GrandSouth stock certificates for the merger consideration. See “The Merger Agreement—Surrender of Certificates” beginning on page [·].

Q:	What should I do if I hold my shares of GrandSouth stock in book-entry form?

You are not required to take any special additional actions if your shares of GrandSouth stock are held in book-entry form. After the completion of the merger, shares of GrandSouth stock held in book-entry form will automatically be exchanged for shares of First Bancorp common stock in book-entry form and cash to be paid in exchange for fractional shares, if any.

Q:	Whom may I contact if I cannot locate my GrandSouth stock certificate(s)?

A:	If you are unable to locate your original GrandSouth stock certificate(s), you should contact Continental Stock Transfer & Trust Company, GrandSouth’s transfer agent, at 1-800-509-5586.

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

GrandSouth 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 GrandSouth 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 GrandSouth stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both GrandSouth common stock and GrandSouth preferred stock, you will receive one or more separate proxy cards or voting instruction cards for each class of stock. 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 GrandSouth stock that you own.

Q:	When do you expect to complete the merger?

We currently expect to complete the merger in [·]. However, we cannot assure you of when or if the merger will be completed. GrandSouth must obtain the approval of its shareholders for the merger proposal, and the parties must obtain necessary regulatory approvals and satisfy certain other customary closing conditions.

Q:	What happens if the merger is not completed?

If the merger is not completed, GrandSouth shareholders will not receive any consideration for their shares in connection with the merger. Instead, GrandSouth will remain an independent public company and its common stock will continue to be quoted on the OTC Markets Group OTCQX Best Market (which we refer to as the “OTCQX”). In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by GrandSouth. For a more detailed discussion of the circumstances under which a termination fee will be required to be paid, please see the section of this proxy statement/prospectus entitled “The Merger Agreement— Termination and Conditions of Closing” beginning on page [·].

Q:	Whom should I call with questions?

If you have any questions concerning the merger or this proxy statement/ prospectus, please contact J.B. Garrett, Chief Financial Officer of GrandSouth, at (864) 527-7170. If you would like additional copies of this proxy statement/prospectus or need help voting your shares of GrandSouth stock, please contact J.B. Garrett, Chief Financial Officer of GrandSouth, at (864) 527-7170.

SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. We urge you to read carefully the entire proxy statement/prospectus, including the annexes, and the other documents to which we refer in order to fully understand the merger. See “Where You Can Find More Information” beginning on page [·]. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

In the Merger, GrandSouth Shareholders will be Entitled to Receive Shares of First Bancorp Common Stock (page [·])

First Bancorp and GrandSouth are proposing a strategic merger. If the merger is completed, GrandSouth shareholders will be entitled to receive 0.91 shares of First Bancorp common stock for each share of GrandSouth stock they hold immediately prior to the merger. First Bancorp will not issue any fractional shares of First Bancorp common stock in the merger. GrandSouth shareholders who would otherwise be entitled to a fraction of a share of First Bancorp common stock upon the completion of the merger will instead be entitled to receive an amount in cash, rounded to the nearest whole cent, determined by multiplying the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of First Bancorp common stock to which the holder would otherwise be entitled by the Average First Bancorp Stock Price, which will be calculated shortly before the effective time of the merger.

First Bancorp common stock is listed on the NASDAQ GSM under the symbol “FBNC” and GrandSouth common stock is quoted on the OTCQX under the symbol “GRRB.” The following table shows the closing sale prices of First Bancorp common stock and GrandSouth common stock as reported on the NASDAQ GSM and the OTCQX, respectively, on June 21, 2022, the last full trading day before the public announcement of the merger agreement, and on [·] the last practicable trading day before the printing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of GrandSouth stock, which was calculated by multiplying the closing price of First Bancorp common stock on those dates by the exchange ratio of 0.91.

	First Bancorp Common Stock			GrandSouth Stock			Implied Value of One Share of GrandSouth Stock
June 21, 2022	$	35.26		$	27.48		$	32.09
[·]	$	[·	]	$	[·	]	$	[·]

The merger agreement governs the merger. The merger agreement is included in this proxy statement/prospectus as Annex A. All 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. Please read the merger agreement carefully for a more complete understanding of the merger.

The GrandSouth Board Unanimously Recommends that GrandSouth Shareholders Vote “FOR” the Merger proposal and the Other Proposals Presented at the GrandSouth Special Meeting (page [·])

The GrandSouth board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of GrandSouth and its shareholders and has unanimously approved the merger agreement. The GrandSouth board unanimously recommends that GrandSouth shareholders vote “FOR” the merger proposal and “FOR” the other proposals presented at the special meeting. For the factors considered by the GrandSouth board in reaching its decision to approve the merger agreement, see the section of this proxy statement/prospectus entitled “The Merger—GrandSouth’s Reasons for the Merger; Recommendation of the GrandSouth Board” beginning on page [·].

Support Agreements

As of the record date, directors and executive officers of GrandSouth and their affiliates beneficially owned and were entitled to vote approximately (i) [·] shares of GrandSouth common stock, representing approximately [·]% of the shares of GrandSouth common stock outstanding on that date, and (ii) [·] shares of GrandSouth preferred stock, representing approximately [·]% of the shares of GrandSouth preferred stock outstanding on that date. All of the directors and executive officers of GrandSouth have agreed to vote their shares in favor of the merger agreement and not sell or otherwise dispose their shares, except with the prior approval of First Bancorp; provided that such support agreements terminate at the effective time of the merger, in the event that the merger agreement is terminated in accordance with its terms or in the event the GrandSouth board withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party. For more information regarding the support agreements, see the section of this proxy statement/prospectus entitled “The Merger Agreement—Support Agreements” beginning on page [·].

Opinion of GrandSouth’s Financial Advisor (page [·] and Annex C)

At a meeting of the GrandSouth board held on June 20, 2022, representatives of Piper Sandler & Co. (which we refer to as “Piper Sandler”) rendered Piper Sandler’s opinion, as of such date, that, based upon and subject to the qualifications, assumptions and other matters set forth in its written opinion, the right to receive 0.91 of a share of First Bancorp common stock (which we refer to as the “merger consideration”) for each share of GrandSouth common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of GrandSouth common stock (other than extinguished shares and shares of GrandSouth stock as to which dissenters’ rights have been perfected). The full text of the written opinion of Piper Sandler, dated June 20, 2022, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex C to this proxy statement/prospectus. Piper Sandler provided its opinion for the information and assistance of the GrandSouth board (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of the GrandSouth common stock (other than extinguished shares and shares of GrandSouth stock as to which dissenters’ rights have been perfected) in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Piper Sandler did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Piper Sandler opinion does not constitute a recommendation to the GrandSouth board or any holder of GrandSouth stock as to how the board, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter. For a further discussion of Piper Sandler’s opinion, see the section of this proxy statement/prospectus entitled “The Merger—Opinion of GrandSouth’s Financial Advisor” beginning on page [·].

What Holders of GrandSouth Stock Options will be Entitled to Receive (page [·])

At the effective time, any unvested options to purchase shares of GrandSouth common stock will accelerate under applicable change in control provisions in the GrandSouth Option Plans and each outstanding and unexercised stock option will convert into an option to acquire First Bancorp common stock, adjusted based on the 0.91 exchange ratio.

How the GrandSouth TRUPS will be Treated (page [·])

In 2006, GrandSouth issued $8.2 million in subordinated debentures in connection with the issuance of trust preferred securities by its trust subsidiary, GrandSouth Capital Trust I (which we refer to as the “GrandSouth TRUPS”). Immediately prior to and contingent upon the occurrence of the closing, First Bancorp will assume the GrandSouth TRUPS in accordance with the terms, documents and agreements related thereto.

How GrandSouth Sub-Debt will be Treated (page [·])

In 2018, GrandSouth issued $10.0 million of fixed-to-floating subordinated debentures (which we refer to as the “2018 Sub-Debt”) to certain institutional buyers and accredited investors to enhance the capital structure of GrandSouth Bank. In 2020, GrandSouth issued $18.0 million of fixed-to-floating subordinated debentures (which we refer to as the “2020 Sub-Debt,” and together with the 2018 Sub-Debt, the “GrandSouth Sub-Debt”) to certain institutional buyers and accredited investors to further enhance the capital structure of GrandSouth Bank. Immediately prior to and contingent upon the occurrence of the closing, First Bancorp will assume the GrandSouth Sub-Debt in accordance with the terms, documents and agreements related thereto.

GrandSouth Will Hold the GrandSouth Special Meeting on [·] (page [·])

The special meeting will be held on [·], at [·] local time, at [·]. At the special meeting, GrandSouth shareholders will be asked to approve the merger proposal, approve the merger-related compensation proposal and approve the adjournment proposal.

Only holders of record of GrandSouth stock at the close of business on [·], the record date, will be entitled to vote at the special meeting. Each share of GrandSouth stock is entitled to one vote on each proposal to be considered at the special meeting. As of the record date, there were [·] shares of GrandSouth common stock and [·] shares of GrandSouth preferred stock entitled to vote at the special meeting.

As of the record date, the directors and executive officers of GrandSouth and their affiliates beneficially owned and were entitled to vote approximately (i) [·] shares of GrandSouth common stock, representing approximately [·]% of the shares of GrandSouth common stock outstanding on that date, and (ii) [·] shares of GrandSouth preferred stock, representing approximately [·]% of the shares of GrandSouth preferred stock outstanding on that date.

Each of the directors and executive officers of GrandSouth has entered into separate support agreements with First Bancorp, solely in his or her capacity as a GrandSouth shareholder, pursuant to which they have agreed to vote in favor the merger proposal and against alternative transactions.

To approve the merger proposal, at least: (i) two-thirds of the outstanding shares of GrandSouth common stock; (ii) two-thirds of the outstanding shares of GrandSouth preferred stock; and (iii) two-thirds of the outstanding shares of GrandSouth stock, voting together as a single class, must be voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting, or fail to instruct your bank or broker how to vote with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

The merger-related compensation proposal and the adjournment proposal will each be approved if the votes cast at the special meeting, in person or by proxy, in favor of such proposal exceed the votes cast against the proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to either such proposal, it will have no effect on the merger-related compensation proposal or the adjournment proposal.

U.S. Federal Income Tax Consequences of the Merger (page [·])

Holders of GrandSouth stock who receive cash as a result of exercising and perfecting their dissenters’ rights will recognize gain or loss for U.S. federal income tax purposes.

GrandSouth’s Officers and Directors Have Financial Interests in the Merger that Differ from Your Interests (page [·])

GrandSouth’s shareholders should be aware that GrandSouth’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of GrandSouth shareholders generally. The GrandSouth board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that GrandSouth shareholders vote in favor of approving the merger proposal.

The material interests considered by the GrandSouth board were as follows:

The terms of the stock option awards held by GrandSouth directors and executive officers provide for accelerated vesting of the awards following a change in control, such as the merger.

All stock option awards held by GrandSouth directors and executive officers, whether vested or unvested, that are outstanding and unexercised as of immediately prior to the effective time of the merger will convert to options to acquire shares of First Bancorp common stock, adjusted based on the 0.91 exchange ratio.

	·	GrandSouth previously entered into employment agreements with J.B. Schwiers, President and Chief Executive Officer of GrandSouth Bank and President and Chief Operating Officer of GrandSouth, and another officer of GrandSouth Bank, which entitle each of them to certain payments and benefits upon a change in control, such as the merger.

	·	GrandSouth also previously entered into employment agreements with J.B. Garrett, Chief Financial Officer of GrandSouth Bank and GrandSouth, and two other officers, which entitle each of them to certain payments and benefits upon a qualifying termination in connection with a change in control, such as the merger.

	·	In connection with the execution of the merger agreement, First Bancorp and First Bank entered into employment agreement with Mr. Schwiers, which entitles him to receive a salary and other benefits during the term of his employment agreement. Additionally, First Bancorp and First Bank subsequently entered into a consulting agreement with J.B. Garrett, which entitles him to receive consulting fees and other benefits during the term of his consulting agreement.

Current GrandSouth directors, Mason Y. Garrett and J. Randolph Potter, will join the boards of First Bancorp and First Bank upon completion of the merger. Members of the First Bancorp board are expected to receive compensation consistent with the compensation paid to current non-employee directors of First Bancorp, as described in the definitive proxy statement for First Bancorp’s 2022 annual meeting of shareholders, which was filed with the SEC on March 22, 2022, and is incorporated by reference into this proxy statement/prospectus. For 2022, such compensation included an annual cash retainer fee of $32,000 and a grant of shares of First Bancorp common stock with a value of approximately $32,000.

Subject to the assumptions and limitations discussed in this proxy statement/prospectus under the section “The Merger—Merger-Related Compensation for GrandSouth’s Executive Officers,” and assuming the effective time of the merger occurred on September 30, 2022, the aggregate value of the benefits and amounts that would be received by GrandSouth’s executive and non-executive officers as a consequence of the merger is approximately $6.45 million. Of this amount, each of GrandSouth’s executive officers would be entitled to receive the following approximate amounts, Mason Y. Garrett – $0; J.B. Schwiers – $2,553,422 and J.B. Garrett – $1,029,638. For a more complete description of these interests, see the section of this proxy statement/prospectus entitled “The Merger—Interests of GrandSouth’s Directors and Executive Officers in the Merger” beginning on page [·].

GrandSouth Shareholders Have Dissenters’ Rights (see page [●])

GrandSouth shareholders are entitled to exercise dissenters’ rights with respect to the merger and, if the merger is completed and they perfect their dissenters’ rights, to receive payment in cash for the “fair value” of their shares of GrandSouth stock.

Conditions that Must Be Satisfied or Waived for the Merger To Occur (page [·])

Currently, GrandSouth and First Bancorp expect to complete the merger in [·]. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include (i) approval of the merger agreement by GrandSouth’s shareholders, (ii) authorization for listing on the NASDAQ GSM of the shares of First Bancorp common stock to be issued in the merger, (iii) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), the Office of the Commissioner of Banks of the State of North Carolina (which we refer to as the “NC Commissioner”), and the South Carolina State Board of Financial Institutions (which we refer to as the “SCBFI”), (iv) effectiveness of the registration statement of which this proxy statement/prospectus is a part, (v) the absence of any order, injunction or other legal restraint preventing the completion of the merger or making the completion of the merger illegal, (vi) subject to the materiality standards provided in the merger agreement, the accuracy of the representations and warranties of First Bancorp and GrandSouth in the merger agreement, (vii) performance in all material respects by each of First Bancorp and GrandSouth of its obligations under the merger agreement, (viii) immediately prior to the closing, not more than 15% of the shares of GrandSouth stock will be held by shareholders who have exercised, or are then entitled to exercise, dissenters’ rights, and (ix) receipt by each of First Bancorp and GrandSouth of an opinion from First Bancorp’s legal counsel or tax accounting firm as to certain tax matters.

Neither GrandSouth nor First Bancorp can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (page [·])

The merger agreement can be terminated at any time prior to completion of the merger in the following circumstances:

by mutual written agreement of First Bancorp and GrandSouth;

by either party, in the event of a breach by the other party of any representation or warranty contained in the merger agreement which breach cannot be or has not been cured within 30 days after the giving of written notice of the breach and which breach is reasonably likely, in the opinion of the non-breaching party, to permit such party to refuse to consummate the transactions contemplated by the merger agreement due to the breaching party’s representations and warranties being inaccurate as of the effective date or due to the breaching party’s failure to perform or comply in all material respects with all agreements and covenants required by the merger agreement; provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement;

by either party, if any required regulatory approval has been denied by final, non-appealable action of such authority, any regulatory authority whose approval is required for the consummation of the merger requests or directs First Bancorp or GrandSouth in writing to withdraw its application for approval of the merger, any law or order permanently restraining, enjoining or otherwise prohibiting the consummation of the merger shall have become final and non-appealable, or the approval of the GrandSouth shareholders of the merger agreement is not obtained at the special meeting of GrandSouth shareholders;

by either party, if the merger has not occurred on or before May 30, 2023; provided, that the failure to consummate the merger is not caused by a breach of the merger agreement by the terminating party;

by First Bancorp, if: (A) the GrandSouth board fails to recommend to GrandSouth’s shareholders that they approve the merger agreement; (B) the GrandSouth board has approved, recommended, or proposed publicly to approve or recommend, an acquisition proposal by an entity other than First Bancorp; (C) the GrandSouth board fails to reaffirm its recommendation that GrandSouth’s shareholders approve the merger agreement following receipt of an acquisition proposal by an entity other than First Bancorp and within ten business days of First Bancorp’s request that it reaffirm such recommendation; or (D) GrandSouth fails to comply in all material respects with its non-solicitation and shareholder meeting obligations under the merger agreement; provided, that First Bancorp is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement; or

by GrandSouth, prior to approval of the merger agreement by GrandSouth’s shareholders, in order to accept an acquisition proposal from a third party involving the acquisition of a majority of the outstanding equity interests in, or all or substantially all of the assets and liabilities of GrandSouth with respect to which the GrandSouth board has determined in good faith that such proposal, if accepted, is reasonably likely to be consummated on a timely basis, and that such proposal is more favorable to GrandSouth’s shareholders than the merger with First Bancorp; provided GrandSouth has complied in all material respects with its non-solicitation and shareholder meeting obligations under the merger agreement.

Termination Fee (page [·])

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals with respect to GrandSouth, or changes in the recommendation of the GrandSouth board, GrandSouth may be required to pay to First Bancorp a termination fee equal to $7.2 million (which we refer to as the “termination fee”). The termination fee could discourage other companies from seeking to acquire or merge with GrandSouth.

Regulatory Approvals Required for the Merger (page [·])

Subject to the terms of the merger agreement, GrandSouth and First Bancorp have agreed to cooperate with each other and use their commercially reasonable efforts to promptly obtain all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. These approvals include approvals from, among others, the Federal Reserve Board, the NC Commissioner, and the SCBFI.

Although neither GrandSouth nor First Bancorp knows of any reason why they cannot obtain these regulatory approvals in a timely manner, GrandSouth and First Bancorp cannot be certain when or if they will be obtained.

The Rights of GrandSouth Shareholders Will Change as a Result of the Merger (page [·])

The rights of GrandSouth shareholders will change as a result of the merger due to differences in First Bancorp’s and GrandSouth’s governing documents. The rights of GrandSouth shareholders are governed by GrandSouth’s articles of incorporation and bylaws. Upon the completion of the merger, GrandSouth shareholders will become shareholders of First Bancorp, as the surviving entity in the merger, and the rights of GrandSouth shareholders will therefore be governed by First Bancorp’s articles of incorporation and bylaws.

See “Comparison of Shareholders’ Rights” for a description of the material differences in shareholders’ rights under each of the First Bancorp and GrandSouth governing documents.

Information About the Companies (page [·])

First Bancorp

First Bancorp is the fourth largest bank holding company headquartered in North Carolina. At June 30, 2022, First Bancorp had total consolidated assets of approximately $10.6 billion, total loans of approximately $6.2 billion, total deposits of approximately $9.4 billion, and shareholders’ equity of approximately $1.1 billion. First Bancorp’s principal activity is the ownership and operation of First Bank, a state-chartered bank with its main office in Southern Pines, North Carolina.

First Bank was organized in 1934 and began banking operations in 1935 as the Bank of Montgomery, named for the county in which it operated. Until 2013, First Bank’s main office was in Troy, North Carolina. In September 2013, First Bancorp and First Bank moved their main offices approximately 45 miles to Southern Pines, North Carolina, in Moore County. First Bank conducts business from 108 branches covering a geographical area from Florence, South Carolina to the south, to Wilmington, North Carolina to the east, to Kill Devil Hills, North Carolina to the northeast, to Mayodan, North Carolina to the north, and to Asheville, North Carolina to the west. Of the bank’s 108 branches, 102 branches are in North Carolina and six branches are in South Carolina. Ranked by assets, First Bank was the fourth largest bank headquartered in North Carolina as of June 30, 2022.

First Bank has three wholly owned subsidiaries, SBA Complete, Inc. (“SBA Complete”), Magnolia Financial, Inc. (“Magnolia Financial”) and First Troy SPE, LLC (“First Troy”). SBA Complete specializes in providing consulting services for financial institutions across the country related to Small Business Administration (“SBA”) loan origination and servicing. Magnolia Financial is a business financing company that offers accounts receivable financing and factoring, inventory financing, and purchase order financing throughout the southeastern United States. First Troy is a holding company for foreclosed properties.

First Bancorp’s common stock trades on the NASDAQ GSM under the ticker symbol “FBNC”.

First Bancorp and First Bank’s principal executive offices are located at 300 SW Broad Street, Southern Pines, North Carolina, 28387, and their telephone number is (910) 246-2500. First Bank’s website is located at www.localfirstbank.com. Information on First Bank’s website is not incorporated into this document by reference and is not a part hereof.

Additional information about First Bancorp and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the sections of this proxy statement/prospectus entitled “Information About First Bancorp” beginning on page [·] and “Where You Can Find More Information” beginning on page [·].

GrandSouth

GrandSouth is the 10^thlargest bank holding company headquartered in South Carolina. At June 30, 2022, GrandSouth had total consolidated assets of approximately $1.3 billion, total loans of approximately $1.0 billion, total deposits of approximately $1.1 billion, and shareholders’ equity of approximately $96.1 million. GrandSouth’s principal activity is the ownership and operation of GrandSouth Bank, a state-chartered bank with its main office in Greenville, South Carolina.

GrandSouth Bank was organized and commenced operations in 1998. In addition to traditional commercial banking business, GrandSouth Bank provides specialty floor plan lending to small auto dealerships through a separate division of the bank under the trade name “CarBucks.” GrandSouth Bank has eight branch offices located across South Carolina. Ranked by assets, GrandSouth Bank was the 10^th largest bank headquartered in South Carolina as of June 30, 2022.

GrandSouth’s common stock is quoted on the OTCQX under the ticker symbol “GRRB”.

GrandSouth and GrandSouth Bank’s principal executive offices are located at 381 Halton Road, Greenville, South Carolina 29607, and their telephone number is (864) 770-1009. GrandSouth Bank’s website is located at www.grandsouth.com. Information on GrandSouth Bank’s website is not incorporated into this document by reference and is not a part hereof.

Additional information about GrandSouth and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the sections of this proxy statement/prospectus entitled “Information About GrandSouth” beginning on page [·] and “Where You Can Find More Information” beginning on page [·].

Risk Factors (page [·])

You should consider all the information contained in or incorporated by reference into 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 “Risk Factors” beginning on page [·].

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [·] you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [·].

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

If the merger is completed, each share of GrandSouth stock, except for certain shares of GrandSouth common stock owned by GrandSouth or First Bancorp and shares of GrandSouth stock as to which dissenters’ rights have been perfected, will be converted into the right for each GrandSouth shareholder to receive a number of shares of First Bancorp common stock equal to the 0.91 exchange ratio multiplied by the number of such shares of GrandSouth stock held by such GrandSouth shareholder immediately prior to the effective time and an amount of cash in lieu of any fraction of a share of First Bancorp common stock. The market value of the merger consideration will vary from the closing price of First Bancorp common stock on the date First Bancorp and GrandSouth announced the merger, on the date that this proxy statement/prospectus is mailed to GrandSouth shareholders, on the date of the special meeting and on the date the merger is completed and thereafter. Any change in the market price of First Bancorp common stock prior to the completion of the merger will affect the market value of the merger consideration that GrandSouth shareholders will be entitled to receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of First Bancorp common stock or shares of GrandSouth stock. Stock price changes may result from a variety of factors that are beyond the control of First Bancorp and GrandSouth, including, but not limited to, general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the special meeting you will not know the precise market value of the consideration you will be entitled to receive at the effective time. You should obtain current market quotations for shares of First Bancorp common stock and for shares of GrandSouth stock.

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

Upon completion of the merger, GrandSouth shareholders will become First Bancorp shareholders. First Bancorp’s business differs in important respects from that of GrandSouth, and, accordingly, the results of operations of the combined company and the market price of First Bancorp common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of First Bancorp and GrandSouth. For a discussion of the businesses of First Bancorp and GrandSouth and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information.”

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, First Bancorp and GrandSouth must obtain approvals from the Federal Reserve Board, the NC Commissioner, and the SCBFI Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under the section of this proxy statement/prospectus entitled “The Merger—Regulatory Approvals Required for the Completion of the Merger” beginning on page [·]. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. For more information, see the section of this proxy statement/prospectus entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page [·].

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

First Bancorp and GrandSouth have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on First Bancorp’s ability to successfully combine and integrate the businesses of First Bancorp and GrandSouth in a manner that permits growth opportunities and does not materially disrupt existing customer relationships nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect First Bancorp’s ability to successfully conduct its business, which could have an adverse effect on First Bancorp’s financial results and the value of its common stock. If First Bancorp experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause First Bancorp and/or GrandSouth to lose customers or cause customers to remove their accounts from First Bancorp and/or GrandSouth and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of GrandSouth and First Bancorp during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

The unaudited pro forma condensed combined financial statements included in this document are preliminary and the actual financial condition and results of operations after the merger may differ materially.

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 First Bancorp’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 it been completed on the dates indicated, which are based upon preliminary estimates, to record the GrandSouth 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 assets and liabilities of GrandSouth as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the transaction accounting 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 Statements” beginning on page [·].

GrandSouth’s directors and executive officers have interests in the merger that may differ from the interests of GrandSouth’s shareholders.

The material interests considered by the GrandSouth board were as follows:

The terms of the stock options held by GrandSouth directors and executive officers provide for accelerated vesting of the stock options following a change in control, such as the merger.

All stock options held by GrandSouth directors and executive officers, whether vested or unvested, that are outstanding and unexercised as of immediately prior to the effective time of the merger will convert to options to acquire shares of First Bancorp common stock, adjusted based on the 0.91 exchange ratio.

GrandSouth previously entered into employment agreements with five of its officers, which entitle two of them to certain payments and benefits upon a change in control such as the merger; and entitle the three officers to certain payments and benefits upon a qualifying termination in connection with a change in control such as the merger.

In connection with the execution of the merger agreement, First Bancorp and First Bank entered into an employment agreement with Mr. Schwiers, which entitles him to receive a salary and other benefits during the term of his employment agreement. Additionally, First Bancorp and First Bank entered into a consulting agreement with J.B. Garrett, which entitles him to receive consulting fees and other benefits during the term of his consulting agreement.

For a more complete description of these interests, see the section of this proxy statement/prospectus entitled “The Merger—Interests of GrandSouth’s Directors and Executive Officers in the Merger” beginning on page [·].

Termination of the merger agreement could negatively impact GrandSouth or First Bancorp.

If the merger agreement is terminated, there may be various consequences. For example, GrandSouth’s or First Bancorp’s businesses 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. Additionally, if the merger agreement is terminated, the market price of GrandSouth’s or First Bancorp’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, GrandSouth may be required to pay to First Bancorp a termination fee of $7.2 million.

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

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on GrandSouth or First Bancorp. These uncertainties may impair GrandSouth’s or First Bancorp’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with GrandSouth or First Bancorp to seek to change existing business relationships with GrandSouth or First Bancorp. Retention of certain employees by GrandSouth or First Bancorp may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with First Bancorp. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with GrandSouth or First Bancorp, GrandSouth’s business or First Bancorp’s business could be harmed. In addition, subject to certain exceptions, GrandSouth has agreed to operate its business in the ordinary course prior to closing, and each of GrandSouth and First Bancorp has agreed to certain restrictive covenants. See the section of this proxy statement/prospectus entitled “The Merger Agreement— Conduct of Business of GrandSouth Pending Closing” beginning on page [·] for a description of the restrictive covenants applicable to GrandSouth and First Bancorp.

If the merger is not completed, First Bancorp and GrandSouth will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of First Bancorp and GrandSouth has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, First Bancorp and GrandSouth would have to recognize these expenses without realizing the expected benefits of the merger.

The merger agreement limits GrandSouth’s ability to pursue acquisition proposals and requires GrandSouth to pay a termination fee of $7.2 million under limited circumstances, including circumstances relating to acquisition proposals for GrandSouth. Additionally, certain provisions of GrandSouth’s articles of incorporation and bylaws may deter potential acquirers.

The merger agreement prohibits GrandSouth from initiating, soliciting, knowingly encouraging or knowingly facilitating certain third-party acquisition proposals. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page [·]. In addition, unless the merger agreement has been terminated in accordance with its terms, GrandSouth has an unqualified obligation to submit the merger proposal to a vote by GrandSouth shareholders, even if GrandSouth receives a proposal that the GrandSouth board believes is superior to the merger. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Shareholder Meeting and Recommendation of the Board of Directors of GrandSouth” beginning on page [·]. The merger agreement also provides that GrandSouth must pay a termination fee in the amount of $7.2 million in the event that the merger agreement is terminated under certain circumstances, including involving GrandSouth’s failure to abide by certain obligations not to solicit acquisition proposals. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee” beginning on page [·]. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of GrandSouth from considering or proposing such an acquisition. Each director and executive officer of GrandSouth, solely in his or her capacity as a GrandSouth shareholder, has entered into separate support agreements and has agreed to vote his or her shares of GrandSouth common stock in favor of the merger agreement and certain related matters and against alternative transactions. The GrandSouth shareholders that are party to these support agreements beneficially own and are entitled to vote in the aggregate approximately [·]% of the outstanding shares of GrandSouth common stock and [·]% of the outstanding shares of GrandSouth preferred stock, each as of the record date. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Support Agreements” beginning on page [·].

The shares of First Bancorp common stock to be received by GrandSouth shareholders as a result of the merger will have different rights from the shares of GrandSouth common stock.

Upon completion of the merger, GrandSouth shareholders will become First Bancorp shareholders and their rights as shareholders will be governed by the North Carolina Business Corporation Act (which we refer to as the “NCBCA”) and the First Bancorp articles of incorporation and bylaws. The rights associated with GrandSouth stock are different from the rights associated with First Bancorp common stock. See the section of this proxy statement/prospectus entitled “Comparison of Shareholders’ Rights” beginning on page [·] for a discussion of the different rights associated with First Bancorp common stock.

Holders of GrandSouth and First Bancorp common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of GrandSouth stock currently have the right to vote in the election of the board of directors and on other matters affecting GrandSouth. Upon the completion of the merger, each GrandSouth shareholder who receives shares of First Bancorp common stock will become a First Bancorp shareholder with a percentage ownership of First Bancorp that is smaller than the shareholder’s percentage ownership of GrandSouth. It is currently expected that the former GrandSouth shareholders as a group will receive shares in the merger constituting approximately [·]% of the outstanding shares of First Bancorp common stock immediately after the merger. As a result, current First Bancorp shareholders as a group will own approximately [·]% of the outstanding shares of First Bancorp common stock immediately after the merger. Because of this, GrandSouth shareholders will have less influence on the management and policies of First Bancorp than they now have on the management and policies of GrandSouth. Effective as of the effective time, First Bancorp will increase the size of the First Bancorp board to 16 members and appoint two current members of the GrandSouth board to the boards of directors of First Bancorp and First Bank for the period until the next annual meeting of First Bancorp shareholders.

The merger may fail to qualify as a reorganization for federal income tax purposes, resulting in a GrandSouth shareholder’s recognition of taxable gain or loss in respect of all of his or her shares of GrandSouth stock.

First Bancorp and GrandSouth intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. We will not ask the Internal Revenue Service (which we refer to as the “IRS”) to provide a ruling on the matter. First Bancorp and GrandSouth will, as a condition to closing, obtain an opinion from First Bancorp’s legal counsel or tax accounting firm that the merger will constitute a reorganization for federal income tax purposes. However, this opinion will not bind the IRS or prevent the IRS from adopting a contrary position. If the merger fails to qualify as a reorganization, GrandSouth shareholders generally would recognize gain or loss on all shares of GrandSouth common stock exchanged in the merger. For each share, the gain or loss recognized would be an amount equal to the difference between the shareholder’s adjusted tax basis in that share and the fair market value of the First Bancorp common stock and/or the amount of any cash received in exchange for that share upon completion of the merger.

There are certain risks relating to First Bancorp’s business.

You should read and consider risk factors specific to First Bancorp’s business that will also affect the combined company after the merger. These risks are described in the section entitled “Risk Factors” in First Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page [·] for the location of information incorporated by reference into this document.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this proxy statement/prospectus are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving First Bancorp’s and GrandSouth’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving First Bancorp and GrandSouth, including future financial and operating results, expected cost savings, expected impact on future earnings, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time.

In addition to factors previously disclosed in First Bancorp’s and GrandSouth’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by GrandSouth shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the First Bancorp and GrandSouth businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, First Bancorp and GrandSouth claim 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 the applicable document incorporated by reference in this proxy statement/prospectus. First Bancorp and GrandSouth 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. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to First Bancorp, GrandSouth 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.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed combined financial statements present the pro forma consolidated financial position and results of operations of First Bancorp following the completion of the merger. The unaudited pro forma condensed combined financial statements are based upon the historical financial statements of First Bancorp and GrandSouth, as applicable, after giving effect to the merger and adjustments described in the footnotes following the proforma financial statements, and are intended to reflect the impact of the proposed merger on First Bancorp.

The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the realization of potential cost savings, revenue synergies or any potential restructuring costs. Certain cost savings and revenue synergies may result from the merger. However, there can be no assurance that these cost savings or revenue synergies will be achieved. Cost savings, if achieved, could result from, among other things, the reduction of operating expenses, changes in corporate infrastructure and governance, the elimination of duplicative operating systems, and the combination of regulatory and financial reporting requirements under one bank. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the merger been completed at the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the combined company after completion of the merger.

The unaudited pro forma condensed combined balance sheet relating to the merger reflect the merger as if it had been consummated on June 30, 2022 and includes transaction accounting adjustments for preliminary valuations of certain tangible and intangible assets by First Bancorp management pursuant to certain purchase accounting guidance. These adjustments are subject to further revision upon completion of the contemplated transaction and related intangible asset valuations. The merger will be accounted for using the acquisition method of accounting, in accordance with the provisions of FASB ASC Topic 805-10, Business Combinations. See “Accounting Treatment” beginning on page [—] of this proxy statement/prospectus.

The unaudited pro forma condensed combined statements of operations reflect the merger as if it had been consummated on January 1, 2021 and combine First Bancorp’s historical results for the six months ended June 30, 2022 and the year ended December 31, 2021 with GrandSouth’s historical results for the same periods. In addition, the pro forma condensed combined statements of operations reflect First Bancorp’s acquisition of Select Bancorp, Inc. (“Select Bancorp”) which was completed on October 15, 2021, as if it had been consummated on January 1, 2021.

Transaction Accounting Adjustments

Transaction accounting adjustments are necessary to reflect the estimated purchase price of GrandSouth, including issuance of newly issued shares of our common stock pursuant to the merger, amounts related to GrandSouth’s net tangible and intangible assets at an amount equal to the preliminary estimate of their fair values, along with the amortization expense related to the estimated identifiable intangible assets, amortization expense resulting from the estimated fair value adjustments to net tangible assets, and to reflect the income tax effect related to the transaction accounting adjustments. Transaction accounting adjustments are included only to the extent they are (i) directly attributable to the acquisition, (ii) factually supportable, (iii) with respect to the unaudited pro forma combined condensed consolidated statement of income, expected to have a continuing impact on the combined results.

The transaction adjustments reflecting the completion of the merger is based upon the acquisition method of accounting in accordance with Section 805 of the FASB Codification and upon the assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation of the estimated purchase price to identifiable net assets acquired. The estimated purchase price was calculated based upon $37.44 per share, the closing trading price of First Bancorp’s common stock on August 22, 2022, which was the latest practicable trading date before the date of this document. The final allocation of the purchase price will be determined after the completion of the merger. This allocation is dependent upon certain valuations and other studies that have not progressed to a stage where sufficient information is available to make a definitive allocation. The purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma combined financial statements are preliminary and have been made solely for the purpose of preparing these statements.

The transaction accounting adjustments are based upon available information and certain assumptions that First Bancorp and GrandSouth believe are reasonable under the circumstances. A final determination of the fair value of the assets acquired and liabilities assumed, which cannot be made prior to the completion of the acquisition, may differ materially from the preliminary estimates. The final valuation may change the purchase price allocation, which could affect the fair value assigned to the assets acquired and liabilities assumed and could result in a change to the unaudited pro forma combined financial statements.

First Bancorp has included the impact of the expected change in control payments with single-trigger terms which will be immediately triggered as a result of the merger and will be recognized by GrandSouth in the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022. See Note Regarding Merger Expenses below for additional discussion of merger expenses, including double-trigger change of control payments and other expenses expected to be incurred in connection with the merger, and the estimated impact of applying Current Expected Credit Loss (“CECL”) methodology to GrandSouth following the merger. In addition, First Bancorp anticipates that any payments to GrandSouth shareholders who exercise and perfect their dissenters’ rights will be immaterial and as such, no adjustment has been included in the pro forma financial statements below.

The unaudited pro forma condensed combined financial statements do not reflect indirect costs of integration activities, or benefits that may result from synergies that may be derived from any integration activities.

You should read this information in conjunction with the:

accompanying notes to the unaudited pro forma combined financial statements included in this proxy statement/prospectus;

separate historical audited consolidated financial statements of First Bancorp as of December 31, 2021 and 2020, and for each of the three years ended December 31, 2021; and

separate historical audited consolidated financial statements of GrandSouth as of December 31, 2021 and 2020, and for each of the years then ended.

separate unaudited interim consolidated financial statements of First Bancorp as of June 30, 2022, and for each of the three and six month periods ended June 30, 2022 and 2021;

separate unaudited interim consolidated financial statements of GrandSouth as of June 30, 2022, and for each of the three and six month periods ended June 30, 2022 and 2021; and

separate unaudited interim consolidated financial statements of Select Bancorp as of September 30, 2021, and for the nine month periods ended September 30, 2021 and 2020, included in First Bancorp’s Current Report on Form 8-K filed with the SEC on August 5, 2022.

FIRST BANCORP

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2022

							Transaction
	First			GrandSouth			Accounting					Pro Forma
($ in thousands)	Bancorp			Bancorporation			Adjustments			Notes		Combined
ASSETS
Cash & due from banks, noninterest-bearing	$	85,139			5,036			-					90,175
Due from banks, interest-bearing and short-term investements		348,964			137,900			-					486,864
Total cash and cash equivalents		434,103			142,936			-					577,039

Securities available for sale		2,532,624			116,137			-					2,648,761

Securities held to maturity		546,410			5,990			-					552,400

Loans and leases held for sale		5,293			-			-					5,293

Loans		6,243,170			952,813			(15,841	)		1		7,180,142
Allowance for credit losses on loans		(82,181	)		(14,100	)		10,068			2		(86,213	)
Net loans		6,160,989			938,713			(5,773	)				7,093,929

Premises and equipment		135,143			17,655			-					152,798
Operating right-of-use assets		19,707			1,783			-					21,490
Foreclosed properties		658			842			-					1,500
Goodwill		364,263			737			86,187			3		451,187
Other intangible assets		15,352			-			19,280			4		34,632
Bank-owned life insurance		163,831			14,935			-					178,766
Other		187,842			14,304			1,541			5		203,687
Total assets	$	10,566,215			1,254,032			101,235					11,921,482

LIABILITIES
Deposits: Demand - noninterest-bearing	$	3,699,725			301,487			-					4,001,212
Interest-bearing		5,660,023			809,614			(975	)		6		6,468,662
Total deposits		9,359,748			1,111,101			(975	)				10,469,874
Borrowings		67,445			40,924			(1,205	)		7		107,164
Operating lease liabilities		20,280			1,769			-					22,049
Other liabilities		56,399			4,117			2,258			8		62,774
Total liabilities		9,503,872			1,157,911			78					10,661,861

SHAREHOLDERS’ EQUITY
Common stock and additional paid in capital		723,956			45,424			151,854			9		921,234
Retained earnings		587,739			58,026			(58,026	)		10		587,739
Stock in directors' rabbi trust assumed in acquisition		(1,573	)		-			-					(1,573	)
Directors' deferred fee obligation		1,573			-			-					1,573
Accumulated other comprehensive income (loss)		(249,352	)		(7,329	)		7,329			11		(249,352	)
Total shareholders’ equity		1,062,343			96,121			101,157					1,259,621
Total liabilities and shareholders’ equity	$	10,566,215			1,254,032			101,235					11,921,482

See accompanying notes to pro forma balance sheet.

FIRST BANCORP

Unaudited Pro Forma Condensed Combined Statement of Income

For the Six Months Ended June 30, 2022

							Transaction
	First			GrandSouth			Accounting					Pro Forma
($ in thousands, except per share data)	Bancorp			Bancorporation			Adjustments			Notes		Combined
Interest income
Interest and fees on loans	$	129,279		$	27,345		$	1,377			12	$	158,001
Interest on investment securities		28,747			1,137			-					29,884
Other, principally overnight investments		1,530			287			-					1,817
Total interest income		159,556			28,769			1,377					189,702

Interest expense
Savings, checking and money market accounts		2,232			1,118			-					3,350
Time deposits		1,124			327			157			13		1,608
Borrowings		1,052			893			71			14		2,016
Total interest expense		4,408			2,338			228					6,974
Net interest income		155,148			26,431			1,149					182,729
Provision for loan losses		3,500			427			-					3,927
Reversal of provision for unfunded commitments		(1,500	)		-								(1,500	)
Total provision for credit losses		2,000			427			-					2,427
Net interest income after provision for loan losses		153,148			26,004			1,149					180,302

Noninterest income
Service charges on deposit accounts		7,241			702			-					7,943
Other charges and fees		14,887			368			-					15,255
Mortgage banking income		1,575			-			-					1,575
Commissions from sales of financial products		2,096			-			-					2,096
SBA consulting fees		1,484			-								1,484
SBA loan sale gains		4,102			-								4,102
Bank-owned life insurance income		1,918			157			-					2,075
Other gains		3,212			36			-					3,248
Total noninterest income		36,515			1,263			-					37,778

Noninterest expenses
Salaries and employee benefits		59,141			11,216			-					70,357
Occupancy and equipment expense		9,324			1,157			-					10,481
Merger and acquisition expense		4,221			896			-					5,117
Intangibles amortization		1,970			-			1,633			15		3,603
Foreclosed property (gains) losses		(372	)		37			-					(335	)
Other		26,579			3,706			-					30,285
Total noninterest expenses		100,863			17,012			1,633					119,508
Income before income taxes		88,800			10,255			(484	)				98,572
Income taxes		18,246			2,454			(111	)		16		20,589
Net income		70,554			7,801			(373	)				77,983
Preferred stock dividends		-			(77	)							(77	)
Net income applicable to common shareholders	$	70,554		$	7,724		$	(373	)			$	77,906
Basic earnings per share	$	1.98		$	1.42							$	1.92
Diluted earnings per share	$	1.98		$	1.37							$	1.92
Weighted average common shares - basic		35,476,902			5,192,202			(194,145	)		17		40,474,959
Weighted average common shares - diluted		35,641,728			5,389,183			(391,126	)		17		40,639,785

See accompanying notes to pro forma income statement.

FIRST BANCORP

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2021

				For the period ended 10/15/2021			Pro Forma Adjustments					Pro Forma First Bancorp/						Pro Forma Adjustments
	First			Select			First Bancorp/					Select Bancorp			GrandSouth			First Bancorp/					Pro Forma
($ in thousands, except per share data)	Bancorp			Bancorp			Select Bancorp			Notes		Combined			Bancorporation			GrandSouth			Notes		Combined
Interest income
Interest and fees on loans	$	219,013		$	53,781			2,302			18	$	275,096		$	53,109			3,382			12	$	331,587
Interest on investment securities		34,478			3,404			411			19		38,293			1,684			-					39,977
Other, principally overnight investments		2,427			149			-					2,576			215			-					2,791
Total interest income		255,918			57,334			2,713					315,965			55,008			3,382					374,355

Interest expense
Savings, checking and money market accounts		4,520			2,172			-					6,692			2,068			-					8,760
Time deposits		3,361			2,543			610			20		6,514			1,192			253			13		7,959
Borrowings		1,642			467			78			21		2,187			1,858			65			14		4,110
Total interest expense		9,523			5,182			688					15,393			5,118			318					20,829
Net interest income		246,395			52,152			2,025					300,572			49,890			3,064					353,526
Provision for loan losses		9,611			(1,334	)		-					8,277			1,270			-					9,547
Reversal of provision for unfunded commitments		5,420			-			-					5,420			-			-					5,420
Total provision for credit losses		15,031			(1,334	)		-					13,697			1,270			-					14,967
Net interest income after provision for credit losses		231,364			53,486			2,025					286,875			48,620			3,064					338,559
													-
Noninterest income													-
Service charges on deposit accounts		12,317			800			-					13,117			1,244			-					14,361
Other charges and fees		25,516			2,673			-					28,189			959			-					29,148
Mortgage banking income		10,975			812			-					11,787			-			-					11,787
Commissions from sales of insurance and financial products		6,947						-					6,947			-			-					6,947
SBA consulting fees		7,231						-					7,231			-			-					7,231
SBA loan sale gains		7,329			416			-					7,745			-			-					7,745
Bank-owned life insurance income		2,885			495			-					3,380			344			-					3,724
Losses on sale of securities		(1,237	)					-					(1,237	)		(819	)		-					(2,056	)
Other gains		1,648			157			-					1,805			2,081			-					3,886
Total noninterest income		73,611			5,353			-					78,964			3,809			-					82,773
													-
Noninterest expenses													-
Salaries and employee benefits		103,249			18,896			-					122,145			21,131			-					143,276
Occupancy and equipment expense		16,020			2,683			58			22		18,761			2,309			-					21,070
Merger and acquisition expense		16,845			835			-					17,680			-			-					17,680
Intangibles amortization		3,531			443			1,372			23		5,346			-			3,649			15		8,995
Foreclosed property losses, net		24			88			-					112			90			-					202
Other		44,987			10,842			-					55,829			7,611			-					63,440
Total noninterest expenses		184,656			33,787			1,430					219,873			31,141			3,649					254,663
Income before income taxes		120,319			25,052			595					145,966			21,288			(585	)				166,669
Income taxes		24,675			5,727			137			24		30,539			5,174			(134	)		16		35,579
Net income		95,644			19,325			458					115,427			16,114			(451	)				131,090
Preferred stock dividends		-			-			-					-			(120	)							(120	)
Net income applicable to common shareholders	$	95,644		$	19,325		$	458				$	115,427		$	15,994		$	(451	)			$	130,970
Basic earnings per share	$	3.19		$	1.12							$	3.12		$	2.95							$	3.12
Diluted earnings per share	$	3.19		$	1.12							$	3.11		$	2.88							$	3.11
Weighted average common shares - basic		29,876,151			17,281,656			(10,210,700	)		25		36,947,107			5,157,858			(159,801	)		17		41,945,163
Weighted average common shares - diluted		30,027,785			17,329,035			(10,258,079	)		25		37,098,741			5,287,413			(289,356	)		17		42,096,797

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

($ in thousands except per share data)

Note I – Transaction Accounting Adjustments

The following transaction accounting adjustments have been reflected in the unaudited pro forma combined consolidated financial information. The adjustments related to the GrandSouth transaction are based on current assumptions and valuations, which are subject to change.

Balance Sheet Adjustments:

This represents the adjustment to loans to reflect fair value adjustments, which include lifetime credit loss expectations for loans, current interest rates and liquidity, as well as the gross up of purchased credit deteriorated (“PCD”) loans. The adjustment includes the following:

Estimate of loan fair value adjustments	$	(19,873	)
Gross up of PCD loans for credit mark		4,032
Total adjustments to loans	$	(15,841	)

The above estimated total loan fair value adjustment is comprised of approximately $8,300 in interest rate marks and $11,600 in credit marks based on a third-party valuation analysis and loan due diligence. It is estimated that approximately 35% of the total credit mark is related to PCD loans, for which applicable accounting provides that an allowance for credit losses (“ACL”) should be established. Thus $4,032 of the credit mark is recorded as an ACL versus a direct write-down of the loans and is added back to the loan balance adjustment above. Also see Note 2.

The adjustments to the ACL on loans include the following:

Reversal of historical GrandSouth allowance for loan losses	$	14,100
Estimate of lifetime credit losses for PCD loans		(4,032	)
Total adjustments to allowance for credit losses	$	10,068

This net adjustment of $86,187 is the estimated amount of goodwill to be recorded related to this acquisition of $86,924, less GrandSouth’s historical goodwill amount of $737 to be reversed. Also see Note II below.

This is the core deposit intangible (“CDI”) asset related to acquired core deposits based on an assessment of the non-time deposit account characteristic applying several valuation methodologies and factoring in deposit beta assumptions.

This represents the current tax benefit and deferred tax assets related to the fair value adjustments and the change in control payment liability recorded by GrandSouth at a blended federal and state rate of 22.98%. Also see Note 8 below.

This is the fair value adjustment associated with GrandSouth’s time deposits which is primarily related to interest rate marks on brokered deposits.

This is the fair value adjustment associated with GrandSouth’s long-term debt (trust preferred and subordinated debentures) which is related to interest rate marks.

This adjustment is for the expected change in control payments with single-trigger terms which will be immediately triggered as a result of the merger and will be recognized by GrandSouth. Additional change of control payments with double-trigger terms will be charged to merger expenses as incurred. Refer also to Note Regarding Merger Expenses below.

This represents the equity adjustment based on the purchase price of the transaction as follows:

Number of First Bancorp shares to be issued in merger		4,998,057
First Bancorp share price at 8/22/22		37.44
Purchase price of GrandSouth common shares	$	187,127
Value of conversion of GrandSouth's 640,483 stock options		10,151
Total Purchase Price	$	197,278
Less: GrandSouth's existing common stock and paid in capital		(45,424	)
Total adjustment to common stock and paid in capital	$	151,854

10.

This adjustment represents the reversal of historical GrandSouth retained earnings.

11.

This adjustment is the elimination of GrandSouth’s existing Accumulated Other Comprehensive Income (“AOCI”), entirely related to available-for-sale securities, that will be recorded as part of the accounting entries to reflect the merger transaction.

GrandSouth Income Statement Adjustments:

12.

This reflects the expected discount accretion associated with the fair market value adjustment related to loans. The loan fair value adjustment is amortized using the effective interest method over the estimated life of the loan portfolio which is approximately 4.9 years.

13.

This is the estimate of amortization expense associated with the fair market value adjustment related to time deposits. The fair market value adjustment is assumed to be amortized on an effective interest method over the estimated life of the time deposits, which is approximately 0.7 years for retail time deposits and 3.3 years for brokered deposits.

14.

This is the estimate of amortization expense associated with the fair market value adjustment related to borrowings. The fair market value adjustment is assumed to be amortized on a straight-line basis over the remaining life of the related borrowing, which ranges from 3.5 years to 14.1 years.

15.

This is the estimated amortization expense of the core deposit intangible arising in this transaction and is based on an average life of 7.0 years using the effective interest method.

16.

This is the estimated impact on income tax expense related to the transaction accounting adjustments at a blended federal and state rate of 22.98%.

17.

This is the adjustment necessary to eliminate the weighted-average shares of GrandSouth stock and to record the expected number of First Bancorp shares of to be issued as merger consideration of 4,998,057 based on the exchange ratio of 0.91 per share. Also see Note II below.

Select Bancorp Income Statement Adjustments:

18.

This reflects the expected discount accretion associated with the fair market value adjustment related to loans, less the historical acquisition-related discount accretion recorded by Select Bancorp during the respective periods. The loan fair value adjustment is amortized using the sum-of-the-years-digits method over 5.0 years.

19.

This reflects the expected discount accretion associated with the unrealized losses of Select Bancorp’s available for sale securities. The fair market value adjustment is assumed to be amortized on a straight-line basis over the estimated average remaining life of the securities, which is approximately 5.6 years.

20.

21.

22.

This is the estimate of depreciation expense associated with the fair market value adjustment related to buildings. The fair market value adjustment is assumed to be amortized on a straight-line basis over the remaining life of the buildings, which is approximately 30.0 years.

23.

This is the estimated incremental amortization expense of the core deposit intangible arising in this transaction and is based on the sum-of-the-years-digits method over 7.0 years.

24.

This is the estimated impact on income tax expense related to the transaction accounting adjustments at a blended federal and state rate of 22.98%.

25.

This is the adjustment necessary to eliminate the weighted-average shares of Select Bancorp stock and to record the 7,070,371 First Bancorp shares issued as merger consideration based on the exchange ratio of 0.408 per share on October 15, 2021 upon First Bancorp’s acquisition of Select Bancorp.

Note regarding Merger Expenses:

In addition to the $2,258 in change of control payments reflected as a transaction accounting adjustments in the table above, First Bancorp estimates that there will be approximately $17,000 in expenses which will be recorded in connection with the merger expected to be incurred, as follows:

Merger Transaction Costs Schedule
Professional fees - direct	$	4,300
Professional fees – other		1,200
Change in control, severance, retention bonuses		6,040
Contract termination fees		3,700
Other noninterest expense		1,760
Total merger related costs	$	17,000

Also in addition to the transaction accounting adjustments reflected in the table above, the estimated impact of applying the CECL methodology to GrandSouth immediately following the merger includes a Day 2 provision for credit losses on non-PCD loans of $7,500 and a Day 2 provision for credit losses on unfunded commitments of $2,300. The provision impact is based on an analysis of the lifetime expected losses on the GrandSouth loan portfolio, including unfunded loan commitments, estimated under the CECL methodology.

Note II – Preliminary Purchase Accounting Allocation

The following table summarizes the determination of the purchase price consideration with a sensitivity analysis assuming a 20% increase and 20% decrease in the price per share of First Bancorp common stock from the June 30, 2022 baseline with its impact on the preliminary goodwill.

(Dollars in thousands, except per share data)	As of August 22, 2022		20% Increase in First Bancorp Stock Price		20% Decrease in First Bancorp Stock Price
Transaction Pro Forma Consideration:
Number of GrandSouth shares outstanding at balance sheet date		5,492,370		5,492,370		5,492,370
Merger exchange ratio		0.910		0.910		0.910
Number of First Bancorp shares to be issued in merger		4,998,057		4,998,057		4,998,057
First Bancorp share price at 8/22/2022	$	37.44	$	44.93	$	29.95
Purchase price of GrandSouth common shares	$	187,127	$	224,563	$	149,692

Number of GrandSouth stock options outstanding		640,483		640,483		640,483
Price per share per above x .91 exchange ratio	$	34.07	$	40.88	$	27.26
Weighted average exercise price		18.22		18.22		18.22
Comversion value per stock option		15.85		22.66		9.04
Converted stock options value	$	10,151	$	14,512	$	5,789

Total purchase price of GrandSouth common stock and stock options	$	197,278	$	239,075	$	155,481

Preliminary goodwill	$	86,924	$	128,721	$	45,127

The merger will be accounted for using the acquisition method of accounting; accordingly, First Bancorp’s cost to acquire GrandSouth will be allocated to the assets (including identifiable intangible assets) and liabilities of GrandSouth at their respective estimated fair values as of the merger date. Accordingly, the pro forma purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on their estimated fair values, as summarized in the following table. The final allocation may include (1) changes to fair value of loans and securities; (2) changes to allocations to intangible assets such as core deposits intangibles, as well as goodwill; and (3) other changes to assets and liabilities.

As of June 30, 2022	GrandSouth (As Reported)		Acquisition Adjustments			GrandSouth (As Adjusted)
Fair value of assets acquired:
Cash and cash equivalents	$	142,936	$	-		$	142,936
Investment securities		122,127		-			122,127
Loans net		938,713		(5,773	)		932,940
Other intangibles, net		-		19,280			19,280
Other assets		49,519		1,541			51,060
Total assets acquired		1,253,295		15,048			1,268,343
Fair value of liabilities acquired:
Deposits		1,111,101		(975	)		1,110,126
Borrowings and debt		40,924		(1,205	)		39,719
Other liabilities		5,886		2,258			8,144
Total liabilities acquired		1,157,911		78			1,157,989
Net assets acquired		95,384		14,970			110,354
Purchase price as calculated per above							197,278
Preliminary Goodwill						$	86,924

UNAUDITED COMPARATIVE PER SHARE DATA

Presented below for First Bancorp and GrandSouth is historical, unaudited pro forma combined and pro forma equivalent per share financial data. The information presented below should be read together with the historical consolidated financial statements of First Bancorp and GrandSouth, including the related notes, filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

The unaudited pro forma and pro forma equivalent per share information gives effect to the merger as if it had been effective on June 30, 2022 in the case of the book value data; and as if the merger and First Bancorp’s acquisition of Select Bancorp, which was completed on October 15, 2021, had been effective as of January 1, 2021, in the case of the earnings per share and the cash dividends data. The unaudited pro forma data combines the historical results of GrandSouth into First Bancorp’s consolidated statement of income. While certain adjustments were made for the estimated impact of fair value adjustments and other acquisition-related activity, they are not indicative of what could have occurred had the acquisition taken place on January 1, 2021.

In addition, the unaudited pro forma data includes adjustments, which are preliminary and may be revised. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the mergers or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data is presented for illustrative purposes only and does not represent an attempt to predict or suggest future results.

	Unaudited Comparative Per Common Share Data
		Pro Forma First Bancorp/		First Bancorp	Pro Forma GrandSouth
		Select Bancorp		Pro Forma	Equivalent
		Combined	GrandSouth	Combined	Per Share
Basic Earnings
Year ended December 31, 2021	$	3.12	2.95	3.12	2.84
Six months ended June 30, 2022		1.98	1.42	1.92	1.75
Diluted Earnings
Year ended December 31, 2021		3.11	2.88	3.11	2.83
Six months ended June 30, 2022		1.98	1.37	1.92	1.74
Cash Dividends Declared
Year ended December 31, 2021		0.80	0.40	0.80	0.73
Six months ended June 30, 2022		0.44	0.26	0.44	0.40
Book Value Per Common Share
Year ended December 31, 2021		34.54	18.61	35.15	31.98
Six months ended June 30, 2022		29.77	18.22	30.96	28.18
Market Value Per Common Share
As of June 30, 2022		34.90	31.20	34.90	31.76
As of August 22, 2022		37.44	33.01	37.44	34.07

THE GRANDSOUTH SPECIAL MEETING

This section contains information about the special meeting that GrandSouth has called to allow its shareholders to consider and vote on the merger proposal, the merger-related compensation proposal and the adjournment proposal. GrandSouth is mailing this proxy statement/prospectus to you, as a GrandSouth shareholder, on or about [●], 2022. This proxy statement/prospectus is accompanied by a notice of the special meeting and a form of proxy card that the GrandSouth board is soliciting for use at the special meeting and at any adjournments of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held at GrandSouth’s principal executive offices located at 381 Halton Road, Greenville, South Carolina 29607 on [●], 2022, at [10:00 a.m.] local time. On or about [●], 2022, GrandSouth commenced mailing this proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the special meeting.

Matters to Be Considered

At the special meeting, GrandSouth shareholders will be asked to consider and vote upon the following matters:

•

for holders of GrandSouth common and preferred stock, the merger proposal;

•

for holders of GrandSouth common stock, the merger-related compensation proposal; and

•

for holders of GrandSouth common stock, the adjournment proposal.

Completion of the merger is conditioned on approval of the merger proposal, but is not conditioned on the approval of the merger-related compensation proposal or the adjournment proposal.

Recommendation of the GrandSouth Board

The GrandSouth board has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of GrandSouth and its shareholders, has unanimously adopted and approved the merger agreement and unanimously recommends that the GrandSouth shareholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal. See the section of this proxy statement/prospectus entitled “The Merger — GrandSouth’s Reasons for the Merger; Recommendation of the GrandSouth Board” beginning on page [●] for a more detailed discussion of the GrandSouth board’s recommendation.

Record Date, Shares Entitled to Vote and Quorum

The GrandSouth board has fixed the close of business on [●], 2022 as the record date for determining the GrandSouth shareholders entitled to receive notice of, and to vote at, the special meeting.

As of the record date, there were [●] shares of GrandSouth common stock outstanding and entitled to vote at the special meeting held by [●] holders of record and [●] shares of GrandSouth preferred stock outstanding and entitled to vote at the special meeting held by [●] holders of record. Each share of GrandSouth common stock entitles the holder to one vote at the special meeting on all matters properly presented at the meeting. Each share of GrandSouth preferred stock entitles the holder to one vote at the special meeting on the merger proposal presented at the meeting.

A quorum is the number of shares that must be present, in person or by proxy, in order for business to be transacted at the special meeting. Holders representing at least a majority of the issued and outstanding shares of GrandSouth common and preferred stock entitled to be voted at the special meeting are necessary to constitutes a quorum. All shares of GrandSouth common and preferred stock present in person or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum at the special meeting.

Broker Non-Votes

A broker non-vote occurs when a bank, broker or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Broker non-votes only count towards a quorum if at least one proposal is presented with respect to which the bank, broker or other nominee has discretionary authority. It is expected that all proposals to be voted on at the special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the special meeting. If your bank, broker or other nominee holds your shares of GrandSouth stock in “street name,” such entity will vote your shares of GrandSouth stock only if you provide instructions on how to vote by complying with the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

Required Vote; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

Merger proposal:

Standard: Approval of the merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares of each of (a) GrandSouth common stock, (b) GrandSouth preferred stock, and (c) GrandSouth common and preferred stock, voting together as a single class.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.

Merger-related compensation proposal:

Standard: The merger-related compensation proposal will be approved if the votes of GrandSouth common stock cast at the special meeting, in person or by proxy, in favor of the proposal exceed the votes cast against the proposal.

Adjournment proposal:

Standard: The adjournment proposal will be approved if the votes of GrandSouth common stock cast at the special meeting, in person or by proxy, in favor of the proposal exceed the votes cast against the proposal.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the adjournment proposal, it will have no effect on such proposal.

Shares Held by Directors and Executive Officers; Support Agreements

As of the record date, the directors and executive officers of GrandSouth and their affiliates owned and were entitled to vote [●] shares of GrandSouth common stock, representing [●]% of the shares of GrandSouth common stock outstanding on that date and [●] shares of GrandSouth preferred stock, representing [●]% of the shares of GrandSouth preferred stock outstanding on that date. All of the directors and executive officers of GrandSouth have agreed to vote their shares in favor of the merger proposal and not sell or otherwise dispose of their shares, except with the prior approval of First Bancorp; provided that such support agreements terminate at the effective time of the merger, in the event that the merger agreement is terminated in accordance with its terms or in the event the GrandSouth board withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party. For more information regarding the support agreements, see the section of this proxy statement/prospectus entitled “The Merger Agreement—Support Agreements” beginning on page [•]. As of the record date, First Bancorp beneficially held [•] shares of GrandSouth common stock and [•] shares of GrandSouth preferred stock.

Voting of Proxies; Incomplete Proxies

If you hold your shares of GrandSouth stock in your own name, you are a shareholder of record and you may vote using one of the following methods:

By telephone: by calling the toll-free number indicated on your proxy card and following the recorded instructions.

Through the Internet: by visiting the website indicated on your proxy card and following the instructions.

Complete and return the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

GrandSouth requests that shareholders vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to GrandSouth as soon as possible in the enclosed postage-paid envelope. When a proxy is returned properly executed, the shares of GrandSouth common and preferred stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy. If any proxy is returned without indication as to how to vote, the shares of GrandSouth common and preferred stock represented by the proxy will be voted “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

If your shares are held in “street name” by a bank or broker, you should check the voting form used by your bank or broker to determine whether it may vote by telephone or the Internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the special meeting in person. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

As of the date hereof, the GrandSouth board of directors has no knowledge of any business that will be presented for consideration at the special meeting and that would be required to be set forth in this proxy statement/prospectus or the related proxy card other than the matters set forth in GrandSouth’s Notice of Special Meeting of Shareholders. If any other matter is properly presented at the special meeting for consideration, the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their discretion on such matter.

Voting Shares Held in “Street Name”

If your shares are held in “street name” through a bank or a broker, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to GrandSouth or by voting in person at the special meeting unless you obtain a “legal proxy” from your bank or broker. Furthermore, banks or brokers who hold shares of GrandSouth stock on behalf of their customers will not vote your shares of GrandSouth stock or give a proxy to GrandSouth to vote those shares with respect to any proposal without specific instructions from you, as banks or brokers do not have discretionary voting power on any proposal to be presented at the special meeting.

Revocability of Proxies and Changes to a GrandSouth Shareholder’s Vote

If you are a shareholder of record, you have the power to change your vote at any time before your shares are voted at the special meeting by:

attending and voting in person at the special meeting;

timely delivering a new, valid proxy bearing a later date; or

timely delivering a written notice of revocation to the Corporate Secretary of GrandSouth at 381 Halton Road, Greenville, South Carolina 29607.

Simply attending the special meeting without voting will not revoke any proxy that you have previously given or change your vote.

If your shares are held in “street name” by a bank or broker, you must follow the directions you receive from your bank or broker in order to change or revoke your vote.

Solicitation of Proxies

GrandSouth is soliciting your proxy in conjunction with the proposals to be considered at the special meeting. GrandSouth will bear the entire cost of soliciting proxies from you. In addition to solicitation by mail, directors, officers and employees of GrandSouth may solicit proxies by personal interview, telephone, or electronic mail. GrandSouth reimburses brokerage houses, custodians, nominees, and fiduciaries for their expenses in forwarding proxies and proxy material to their principals.

Attending the Special Meeting

If you are a shareholder of record and you wish to attend the special meeting, please bring your proxy card and evidence of your stock ownership, such as your most recent account statement, to the special meeting. You should also bring valid picture identification.

If your shares are held in “street name” by a bank or broker and you wish to attend the special meeting, you need to bring a copy of a bank or brokerage statement to the special meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

Delivery of Proxy Materials to GrandSouth Shareholders Sharing an Address

As permitted by the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), only one copy of this proxy statement/prospectus is being delivered to multiple GrandSouth shareholders sharing an address unless GrandSouth has previously received contrary instructions from one or more such shareholders. This is referred to as “householding.” Shareholders who hold their shares in “street name” can request further information on householding through their banks or brokers. On written or oral request to GrandSouth’s Corporate Secretary, at GrandSouth’s offices at 381 Halton Road, Greenville, South Carolina 29607 or by telephone at (864) 527-7170, GrandSouth will promptly deliver a separate copy of this proxy statement/prospectus to a shareholder at a shared address to which a single copy of the document was delivered.

Assistance

If you need assistance in completing your proxy card or voting via the Internet or by telephone, have questions regarding the special meeting or would like additional copies of this proxy statement/prospectus, please contact GrandSouth’s Corporate Secretary, at GrandSouth’s offices at 381 Halton Road, Greenville, South Carolina 29607 or by telephone at 864-527-7170.

GRANDSOUTH PROPOSALS

Proposal No. 1 – Merger Proposal

GrandSouth is asking its shareholders to approve the merger agreement and approve the transactions contemplated thereby, including the merger. GrandSouth shareholders 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. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the GrandSouth board unanimously adopted and approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of GrandSouth and its shareholders. See the section of this proxy statement/prospectus entitled “The Merger — GrandSouth’s Reasons for the Merger; Recommendation of the GrandSouth Board” beginning on page [●] for a more detailed discussion of the GrandSouth board’s recommendation.

The GrandSouth board unanimously recommends a vote “FOR” the merger proposal.

Proposal No. 2 – Merger-Related Compensation Proposal

Section 14A of the Exchange Act and Rule 14a-21(c) under the Exchange Act require that GrandSouth seek a non-binding advisory vote from its common shareholders to approve the “golden parachute” compensation that its named executive officers will receive in connection with the merger discussed in “The Merger — Interests of GrandSouth Directors and Executive Officers in the Merger — Merger-Related Compensation for GrandSouth’s Named Executive Officers” beginning on page [●]. As required by these provisions, GrandSouth is asking the GrandSouth common shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to GrandSouth’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger — Interests of GrandSouth Directors and Executive Officers in the Merger — Merger-Related Compensation for GrandSouth’s Named Executive Officers,” are hereby APPROVED.”

The vote with respect to this proposal is an advisory vote and will not be binding on GrandSouth, First Bancorp or the combined company. Therefore, regardless of whether GrandSouth common shareholders approve this proposal, if the merger proposal is approved by GrandSouth shareholders and the merger is completed, the “golden parachute” compensation may still be paid to such named executive officers to the extent payable in accordance with the terms of such compensation agreements and arrangements. Approval of this proposal is not a condition to the closing of the merger.

The GrandSouth board unanimously recommends a vote “FOR” the merger-related compensation proposal.

Proposal No. 3 – Adjournment Proposal

The special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the GrandSouth special meeting to approve the merger proposal.

If, at the special meeting, the number of shares of GrandSouth common or preferred stock present or represented by proxy and voting in favor of the merger proposal is insufficient to approve the merger proposal, GrandSouth intends to move to adjourn the special meeting in order to enable the GrandSouth board to solicit additional proxies for approval of the merger proposal. In that event, GrandSouth will ask its common shareholders to vote upon the adjournment proposal, but not the merger proposal or the merger-related compensation proposal.

In this proposal, GrandSouth is asking its common shareholders to authorize the holder of any proxy solicited by the GrandSouth board on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from GrandSouth shareholders who have previously voted.

The GrandSouth board unanimously recommends a vote “FOR” the adjournment proposal.

INFORMATION ABOUT FIRST BANCORP

First Bank has three wholly owned subsidiaries, SBA Complete, Magnolia Financial and First Troy. SBA Complete specializes in providing consulting services for financial institutions across the country related to SBA loan origination and servicing. Magnolia Financial is a business financing company that offers accounts receivable financing and factoring, inventory financing, and purchase order financing throughout the southeastern United States. First Troy is a holding company for foreclosed properties.

First Bancorp’s common stock trades on the NASDAQ GSM under the ticker symbol “FBNC”.

INFORMATION ABOUT GRANDSOUTH

GrandSouth was incorporated in 2000 under the laws of South Carolina and is a bank holding company registered under the Bank Holding Company Act of 1956. GrandSouth’s principal activity is the ownership and operation of GrandSouth Bank, a South Carolina state-chartered commercial bank that commenced operations in 1998. At June 30, 2022, GrandSouth had total consolidated assets of approximately $1.3 billion, total loans of approximately $952.8 million, total deposits of approximately $1.1 billion and shareholders’ equity of approximately $96.1 million.

GrandSouth Bank’s business consists primarily of accepting deposits from individuals and small businesses and investing those deposits, together with funds generated from operations and borrowings, primarily in loans secured by real estate, including commercial real estate loans, one-to-four family residential mortgage loans, construction and development loans, and home equity loans and lines of credit. In addition, GrandSouth Bank originates commercial business loans and invest in investment securities. GrandSouth Bank also provides specialty floor plan lending to small auto dealerships through a separate division of the bank under the trade name “CarBucks.” GrandSouth Bank offer a variety of deposit accounts, including savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts, and individual retirement accounts. GrandSouth Bank has eight retail offices located across South Carolina.

GrandSouth’s common stock is quoted on the OTCQX under the ticker symbol “GRRB”.

GrandSouth and GrandSouth Bank’s principal executive offices are located at 381 Halton Road, Greenville, South Carolina, and their telephone number is (864) 770-1000. GrandSouth Bank’s website is located at www.grandsouth.com. Information on GrandSouth Bank’s website is not incorporated into this proxy statement/prospectus by reference and is not a part hereof.

Additional information about GrandSouth and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the sections of this proxy statement/prospectus entitled “Information About GrandSouth” beginning on page [•] and “Where You Can Find More Information” beginning on page [•].

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. We 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 First Bancorp board and the GrandSouth board has unanimously approved the merger agreement. The merger agreement provides that GrandSouth will merge with and into First Bancorp, with First Bancorp continuing as the surviving corporation in the merger, and immediately following the completion of the merger, GrandSouth Bank will merge with and into First Bank, with First Bank being the surviving entity in the bank merger.

In the merger, each issued and outstanding share of GrandSouth stock, except for certain specified shares owned by First Bancorp or GrandSouth and shares of GrandSouth stock as to which dissenters’ rights have been perfected, will be converted into the right to receive 0.91 shares of First Bancorp common stock. No fractional shares of First Bancorp common stock will be issued in connection with the merger, and GrandSouth shareholders will instead be entitled to receive cash in lieu thereof.

GrandSouth shareholders are being asked to approve the merger agreement. See the section of this proxy statement/prospectus entitled “The Merger Agreement” beginning on page [•] for additional and more 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 its ongoing consideration and evaluation of its long-term prospects and strategies, GrandSouth’s board of directors and executive management have regularly reviewed and assessed its business strategies and objectives, all with the goal of enhancing long-term value for its shareholders. The board of directors’ reviews and assessments have included discussions regarding strategic alternatives, including capital planning (such as common and preferred stock repurchases and subordinated debt offerings), earnings improvement (such as revenue increases including through new lines of business and expense reductions), and growth strategies (such as organic growth and mergers and acquisitions of other banks or non-bank financial services companies). The board of directors has conducted periodic strategic planning meetings that have included the use of outside advisors who have provided reviews of factors influencing the banking industry generally and GrandSouth in particular (including the economic, interest rate, and regulatory environment); the competitive landscape of community banking participants in South Carolina, the Southeast region, and nationally; public trading prices of bank stocks; and bank merger and acquisition activity and valuations. These strategic planning meetings have included discussions regarding potential business considerations, economies of scale, increased client service, and shareholder value benefits that might be achieved if GrandSouth were to become a larger institution through acquisitions of another financial institution or related company or a merger with a larger financial institution.

GrandSouth directors and executive officers have also been contacted from time to time by various investment bank representatives and financial institutions, who expressed a general interest in exploring strategic alternatives in the event that GrandSouth were to seek a merger partner. These contacts occurred through impromptu meetings at investor conferences and banking industry conferences, social settings at those conferences, and other informal meetings and telephone calls. These meetings and the other inquiries that had been received from various institutions involved general discussions regarding a potential merger but did not involve specific proposed transaction terms.

As part of its ongoing consideration and evaluation of its long-term prospects and strategies, and in view of the ongoing contacts as described above, the GrandSouth board of directors met on December 15, 2021 to discuss proposed strategic plans and the advantages and disadvantages of following such plans or seeking a strategic merger partner which would add additional scale to GrandSouth. A representative of Nelson Mullins Riley & Scarborough LLP, or Nelson Mullins, legal counsel to GrandSouth, attended the meeting. The board of directors discussed with Nelson Mullins the process that would be followed should the board of directors decide to explore potential merger and acquisition opportunities. The directors discussed the mission, strategic vision, and core values of GrandSouth, as well as the characteristics that it believed would be important in a merger partner. The board of directors also noted that it was not under any obligation to proceed with a transaction should the exploration of potential merger partners not generate the desired results in valuation and other factors that it determined to be in the best interests of GrandSouth and its shareholders. After discussion, the GrandSouth board of directors determined to continue with the evaluation of a potential strategic transaction and delegated authority to executive officers of GrandSouth to select an investment bank to assist with exploring a potential strategic transaction.

The GrandSouth executive officers met on January 27, 2022. A representative of Nelson Mullins as well as representatives of the investment banking firm of Piper Sandler & Co., which was subsequently engaged to act as GrandSouth’s financial advisor in connection with the merger, attended the meeting. The parties discussed information regarding the banking industry, GrandSouth, and recent bank merger and acquisition activity, including, among other things, potential strategic merger partners. After discussion, the GrandSouth executive officers, in coordination with representatives of Piper Sandler, determined to prepare a confidential information memorandum that could be used to market GrandSouth to potential merger partners and to populate an online dataroom to facilitate the performance of due diligence by potential merger partners.

In March 2022, representatives of Piper Sandler contacted eleven parties to gauge their interest in a potential strategic merger with GrandSouth. These parties were selected in consultation with GrandSouth based upon their size, capacity to pay and strategic interest in GrandSouth or banks in the South Carolina marketplace. Six of the parties executed non-disclosure agreements and were given the confidential information memorandum as well as access to preliminary diligence materials in the online dataroom. Under the terms of the non-disclosure agreements, each party agreed to take all necessary steps to maintain the confidentiality and secrecy of the other party’s confidential information, and not to disclose such information to any third parties with the exception of their representatives, affiliates, and representatives of affiliates who were assigned to participate in the potential transaction, had a need to know such information to enable them to perform their duties, and who had agreed to be bound by the terms of the non-disclosure agreement. The parties also agreed that they would not utilize any confidential information to induce or attempt to induce any customer, supplier, or other business relation of the other party to cease doing business with such party, or in any way utilize any confidential information to interfere with the relationship between any customer, supplier, or business relation and the party providing the confidential information.

During March 2022, GrandSouth executive management, together with Piper Sandler, held multiple introductory meetings with five of these potential merger partners. These meetings included GrandSouth executive management visiting the headquarters locations for each of the four potential merger partners that would subsequently submit non-binding letters of intent to conduct preliminary reverse due diligence of these potential partners. As a result of this process, on March 31, 2022, four parties submitted initial non-binding letters of intent. We refer to these potential merger partners other than First Bancorp as “Institution A,” “Institution B,” and “Institution C.”

For Institution A, the financial terms of the initial letter of intent provided for a 100% stock transaction with an implied per share consideration of $34.62, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 8.84% for the GrandSouth shareholders. The letter further indicated that one director of GrandSouth would be invited to join the Institution A board and that the other GrandSouth directors would be invited to serve on a South Carolina State Advisory Board for Institution A. The letter also contained an exclusivity provision.

For Institution B, the financial terms of the initial letter of intent provided for a 70% stock and 30% cash transaction with an implied per share consideration of $35.69, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 5.82% for the GrandSouth shareholders. The letter further indicated that one director of GrandSouth would be invited to join the Institution B board and that the other GrandSouth directors would be invited to serve on a South Carolina State Advisory Board for Institution B. The letter of intent also proposed a minimum net worth test.

For Institution C, the financial terms of the initial letter of intent provided for a 100% stock transaction with an implied per share consideration range of $31.91 to $35.46, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 3.77% for the GrandSouth shareholders. The letter was silent on whether any GrandSouth director would be invited to join the Institution C board or an advisory board.

For First Bancorp, the financial terms of the initial letter of intent provided for a 100% stock transaction with an exchange ratio of 0.8969 shares of First Bancorp stock, or an implied per share consideration of $38.00, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 12.07% for the GrandSouth shareholders. The letter further indicated that two directors of GrandSouth would be invited to join the First Bancorp board.

On April 20, 2022, the GrandSouth board reviewed the four initial letters of intent and invited First Bancorp, Institution A and Institution B to conduct further due diligence on GrandSouth. Institution C was informed that they had not been selected for further due diligence. Throughout April 2022, representatives of Piper Sandler and members of the GrandSouth executive management team prepared and uploaded further credit and other specifically requested due diligence materials to the online dataroom for review by First Bancorp, Institution A, and Institution B.

On May 4, 2022, GrandSouth received final non-binding letters of intent from First Bancorp, Institution A and Institution B, each of which represented an increase in the exchange ratio from their initial indication. For Institution A, the financial terms of the final letter of intent provided for a 100% stock transaction with an implied per share consideration of $32.98 as of May 4, 2022 and $37.28 based on a 90-day average, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 9.4% for the GrandSouth shareholders. The letter further indicated that one director of GrandSouth would be invited to join the Institution A board and that the other GrandSouth directors would be invited to serve on a South Carolina State Advisory Board for Institution A. The letter also contained an exclusivity provision.

For Institution B, the financial terms of the final letter of intent provided for a 100% stock transaction with an implied per share consideration of $35.46 as of May 4, 2022 or $37.82 on a 90-day average, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 8.5% for the GrandSouth shareholders. The letter further indicated that one director of GrandSouth would be invited to join the Institution B board and that the other GrandSouth directors would be invited to serve on a South Carolina State Advisory Board for Institution B.

For First Bancorp, the financial terms of the final letter of intent provided for a 100% stock transaction with an exchange ratio of 0.9100 shares of First Bancorp stock, or implied per share consideration of $35.08 as of May 4, 2022 or $39.39 on a 90-day average, for each share of GrandSouth common stock which would result in a pro forma ownership of the combined institution of 12.3% for the GrandSouth shareholders. The letter further indicated that two directors of GrandSouth would be invited to join the First Bancorp board.

On May 18, 2022, the GrandSouth board reviewed the three letters of intent with representatives of Piper Sandler and the GrandSouth board approved the non-binding letter of intent with First Bancorp and directed the representatives of Piper Sandler to inform First Bancorp and for executive management to begin negotiations of the merger agreement.

On May 24, 2022, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, or Brooks Pierce, legal counsel to First Bancorp, provided a draft merger agreement to Nelson Mullins. On June 4, 2022, Nelson Mullins sent a revised draft of the merger agreement to Brooks Pierce reflecting GrandSouth’s initial comments and requested modifications. Over the course of the next week representatives of GrandSouth’s executive management team Piper Sandler, and Nelson Mullins continued to perform additional diligence on First Bancorp. On June 13, 2022, representatives of GrandSouth’s executive management team, Piper Sandler, and Nelson Mullins conducted due diligence interviews of representatives of First Bancorp.

Brooks Pierce provided an updated draft of the merger agreement to Nelson Mullins on June 10, 2022. On the afternoon of June 15, 2022, the GrandSouth board held a meeting at which the potential merger transaction with First Bancorp was discussed. It was made clear at the outset of the meeting that the GrandSouth board would not be voting to approve any transaction at this meeting. The purpose of the meeting was to provide the GrandSouth board with an opportunity to review, consider, and discuss the proposed transaction. Representatives from Piper Sandler and Nelson Mullins also attended the meeting and provided an update on the status of merger discussions and due diligence. Representatives of Piper Sandler presented a financial analysis of the proposed merger with First Bancorp, including a review of selected transactions, an analysis of the proposed consideration in the form of common stock of First Bancorp and pro forma ownership percentages. Representatives of Nelson Mullins reviewed the proposed merger agreement with First Bancorp in detail with the board. The board, with the assistance of Piper Sandler and Nelson Mullins, engaged in extensive discussion of the proposed merger with First Bancorp and the advantages and disadvantages of the proposed merger.

GrandSouth and First Bancorp, with the assistance of their respective advisors, continued negotiation of the merger agreement over the following days. By June 18, 2022, the terms of the merger agreement were largely finalized. First Bancorp’s board met on June 20, 2022 and unanimously approved the merger.

On the afternoon of June 20, 2022, the GrandSouth board met and further considered the proposed merger with First Bancorp and reviewed the final draft of the merger agreement. Representatives of Piper Sandler and Nelson Mullins joined the meeting in person. Based on its analysis previously presented at the June 15, 2022 meeting, representatives of Piper Sandler delivered its opinion, which was confirmed by written opinion, dated June 20, 2022, to the effect that, subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion, the exchange ratio was fair to GrandSouth’s common shareholders from a financial point of view. Following discussion and receipt of the Piper Sandler opinion, the GrandSouth board unanimously voted to adopt and approve the merger agreement with First Bancorp, and directed GrandSouth’s executive management to finalize and execute a definitive merger agreement on the terms presented at the meeting.

GrandSouth and First Bancorp executed the merger agreement on June 21, 2022 and, after the financial markets closed that day, issued a joint press release announcing the execution of the merger agreement and the terms of the merger.

GrandSouth’s Reasons for the Merger; Recommendation of the GrandSouth Board

After careful consideration, the GrandSouth board, at a meeting held on June 20, 2022, unanimously determined the merger agreement and the transactions contemplated thereby to be fair and in the best interest of GrandSouth and its shareholders. Accordingly, the GrandSouth board unanimously adopted and approved the merger agreement and recommends that GrandSouth’s shareholders vote “FOR” the approval of the merger agreement.

In evaluating the merger agreement and reaching its decision to adopt and approve the merger agreement and recommend that GrandSouth’s shareholders approve the merger agreement, GrandSouth’s board consulted with GrandSouth’s management, as well as its outside legal and financial advisors, and considered a number of factors, including the following material factors (not in any relative order of importance):

the GrandSouth board’s knowledge and understanding of GrandSouth’s business, operations, financial condition, asset quality, earnings and prospects, and of First Bancorp’s business, operations, financial condition, asset quality, earnings and prospects, taking into account the conversation had with, and the presentations made by, First Bancorp officers as part of GrandSouth’s reverse due diligence review and information provided by GrandSouth’s financial advisors;

its understanding of First Bancorp’s commitment to enhancing its strategic position in GrandSouth’s market area, its prospects for the future and its projected financial results, and the GrandSouth board’s belief that the combined enterprise would benefit from First Bancorp’s ability to take advantage of economies of scale and grow in the current economic environment;

First Bancorp’s earnings track record and the market performance of its common stock;

the ability of GrandSouth’s shareholders to benefit from First Bancorp’s potential growth and stock appreciation since it is more likely that the combined entity will have superior future earnings and prospects compared to GrandSouth’s earnings and prospects on an independent basis due to greater operating efficiencies and better penetration of commercial and consumer markets;

the perceived ability of First Bancorp to complete a merger transaction from a financial and regulatory perspective, including its prior history of successful merger transactions;

the financial and other terms of the merger agreement, including the amount and nature of the consideration proposed to be paid, which GrandSouth’s board reviewed with its outside financial and legal advisors, including:

GrandSouth’s ability, under certain circumstances specified in and prior to the time GrandSouth’s shareholders approve the merger agreement (i) to provide non-public information in response to a written acquisition proposal from a third party and (ii) participate in discussions or negotiations with a third party making such proposal, if, in each case, the acquisition proposal was not the result of a material violation of the provisions of the merger agreement relating to the solicitation of acquisition proposals, and if GrandSouth’s board, prior to taking any such actions, determines in good faith, after consultation with its outside legal counsel, that failure to take such actions would violate the GrandSouth board’s fiduciary duties under applicable law and, after consultation with its financial advisor and outside counsel, that such acquisition proposal constitutes a superior proposal;

the fact that the outside date under the merger agreement allows for sufficient time to complete the merger;

the GrandSouth board’s belief that the proposed merger with First Bancorp will generally be a tax-free transaction to GrandSouth’s shareholders with respect to First Bancorp common stock received by virtue of the merger;

the level of effort that First Bancorp must use under the merger agreement to obtain required regulatory approvals, and the prospects for such approvals being obtained in a timely fashion and without the imposition of any adverse conditions; and

its review of the potential costs associated with executing the merger agreement, including change in control, severance and related costs, as well as estimated advisor fees, which the GrandSouth board concluded were reasonable and would not affect the advice from, or the work performed by executive management of GrandSouth or GrandSouth’s financial advisors in connection with the evaluation of the merger and the merger agreement by GrandSouth’s board;

the complementary aspects of the GrandSouth and First Bancorp businesses, including customer focus, geographic coverage, business orientation and compatibility of the companies’ management operating styles;

the potential expense-saving and revenue-enhancing opportunities in connection with the merger, the related potential impact on the combined company’s earnings and the fact that the nature of the stock consideration would allow former GrandSouth shareholders to participate in the potential future upside as First Bancorp shareholders;

the anticipated effect of the acquisition on GrandSouth’s retained employees and the terms of severance for employees who would not be retained;

the long-term and short-term interests of GrandSouth and its shareholders, and the interests of GrandSouth’s employees, customers, creditors and suppliers, and the community and societal considerations of the communities in which GrandSouth maintains offices;

the financial analyses provided by Piper Sandler, GrandSouth’s financial advisor, regarding the merger, and its opinion, delivered to GrandSouth’s board on June 20, 2022, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion, the exchange ratio to be received under the terms of the merger agreement was fair, from a financial point of view, to GrandSouth’s common shareholders;

its knowledge of the current environment in the financial services industry, including national, regional and local economic conditions, continued industry consolidation, increased regulatory burdens, evolving trends in technology and increasing nationwide and global competition, the current financial market conditions, the current environment for community banks, particularly in the Carolinas, and the likely effects of these factors on GrandSouth’s and the combined company’s potential growth, development, productivity, profitability and strategic options, and the historical prices of GrandSouth and First Bancorp common shares;

its knowledge of GrandSouth’s prospects as an independent entity, including challenges relating to increasing regulatory burdens and overhead expense, and GrandSouth’s ability to increase capital to support growth;

its knowledge of the strategic alternatives available to GrandSouth, including the challenges for organic growth by a financial institution of GrandSouth’s size; and

its belief that the merger is more favorable to GrandSouth’s shareholders than the alternatives to the merger, which belief was formed based on the careful review undertaken by the GrandSouth board, with the assistance of its management and outside legal and financial advisors.

GrandSouth’s board also considered potential risks and a variety of potential negative factors in connection with its deliberations concerning the merger agreement and the merger, including the following material factors (not in any relative order of importance):

the fact that, while GrandSouth expects that the merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that certain regulatory approvals, the receipt of which are conditions to the consummation of the merger, might not be obtained, and, as a result, the merger may not be consummated;

the restrictions on the conduct of GrandSouth’s business prior to the completion of the merger, which are customary for public company merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent GrandSouth from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of GrandSouth absent the pending completion of the merger;

the significant risks and costs involved in connection with entering into or completing the merger, or failing to complete the merger in a timely manner, or at all, including as a result of any failure to obtain required regulatory approvals or shareholder approval, such as the risks and costs relating to diversion of management and employee attention from other strategic opportunities and operational matters, potential employee attrition, and the potential effect on business and customer relationships;

the fact that GrandSouth would be prohibited from soliciting acquisition proposals after execution of the merger agreement, and the possibility that the $7.2 million termination fee payable by GrandSouth upon the termination of the merger agreement under certain circumstances could discourage other potential acquirers from making a competing bid to acquire GrandSouth;

the fact that some of GrandSouth’s directors and executive officers have other interests in the merger that are different from, or in addition to, their interests as GrandSouth shareholders, including, but not limited to, the specific terms of the employment agreement offered to Mr. Schwiers; and

the possibility of litigation in connection with the merger.

Based on the factors described above, the GrandSouth board determined that the merger with First Bancorp and the merger of GrandSouth Bank with First Bank would be advisable and in the best interests of GrandSouth and its shareholders, and adopted the merger agreement and resolved to recommend its approval to the shareholders of GrandSouth.

The foregoing discussion of the information and factors considered by the GrandSouth board is not intended to be exhaustive but includes the material factors considered by the GrandSouth board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the board 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, individual members of the board may have given different weight to different factors. The GrandSouth board conducted an overall analysis of the factors described above including through discussions with, and questioning of, GrandSouth’s management and GrandSouth’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination to adopt the merger agreement and recommend its approval to GrandSouth’s shareholders.

GrandSouth’s board recommends that shareholders vote “FOR” the merger proposal.

Opinion of GrandSouth’s Financial Advisor

GrandSouth retained Piper Sandler to act as financial advisor to the GrandSouth board in connection with GrandSouth’s consideration of a possible business combination. GrandSouth selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler has acted as financial advisor to the GrandSouth board in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the June 20, 2022 meeting at which the GrandSouth board considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on June 20, 2022, to the effect that, as of such date, the exchange ratio was fair to the holders of GrandSouth’s common stock (including shares of GrandSouth preferred stock that will be converted into shares of GrandSouth common stock, on a one-for-one basis, immediately prior to the closing of the merger) from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of GrandSouth stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the board of directors of GrandSouth in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of GrandSouth as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of GrandSouth common stock and did not address the underlying business decision of GrandSouth to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for GrandSouth or the effect of any other transaction in which GrandSouth might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any GrandSouth officer, director or employee, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

a draft of the merger agreement, dated June 18, 2022;

certain publicly available financial statements and other historical financial information of GrandSouth and its banking subsidiary, GrandSouth Bank, that Piper Sandler deemed relevant;

certain publicly available financial statements and other historical financial information of First Bancorp that Piper Sandler deemed relevant;

certain internal financial projections for GrandSouth for the years ending December 31, 2022 through December 31, 2025, as provided by the senior management of GrandSouth;

publicly available analyst earnings estimates for First Bancorp for the years ending December 31, 2022 through December 31, 2023, as well as a long-term annual earnings growth rate for the years ending December 31, 2024 and December 31, 2025 and estimated dividends per share for First Bancorp for the years ending December 31, 2022, through December 31, 2025, as provided by the senior management of First Bancorp;

the pro forma financial impact of the merger on First Bancorp based on certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for current expected credit losses (CECL) accounting standards, as provided by the senior management of First Bancorp;

the publicly reported historical price and trading activity for GrandSouth common stock and First Bancorp common stock, including a comparison of certain stock market information for GrandSouth common stock and First Bancorp common stock and certain stock indices, as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

a comparison of certain financial information for GrandSouth and First Bancorp with similar financial institutions for which information is publicly available;

the financial and non-financial terms of certain recent business combinations in the banking industry (on a regional and nationwide basis), to the extent publicly available;

the current market environment generally and the banking environment in particular; and

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of GrandSouth and its representatives the business, financial condition, results of operations and prospects of GrandSouth and held similar discussions with certain members of the management of First Bancorp and its representatives regarding the business, financial condition, results of operations and prospects of First Bancorp.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by GrandSouth or First Bancorp or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of GrandSouth and First Bancorp that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of GrandSouth or First Bancorp, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of GrandSouth or First Bancorp. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of GrandSouth or First Bancorp, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to GrandSouth or First Bancorp. Piper Sandler assumed, with GrandSouth’s consent, that the respective allowances for loan losses for both GrandSouth and First Bancorp were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used certain internal financial projections for GrandSouth for the years ending December 31, 2022 through December 31, 2025, as provided by the senior management of GrandSouth. In addition, Piper Sandler used publicly available analyst earnings estimates for First Bancorp for the years ending December 31, 2022 and December 31, 2023, as well as a long-term annual earnings growth rate for the years ending December 31, 2024 and December 31, 2025 and estimated dividends per share for First Bancorp for the years ending December 31, 2022 and December 31, 2025 as provided by the senior management of First Bancorp. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for CECL accounting standards, as provided by the senior management of First Bancorp. With respect to the foregoing information, the respective senior managements of GrandSouth and First Bancorp confirmed to Piper Sandler that such information reflected (or in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of senior management as to the future financial performance of GrandSouth and First Bancorp, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in GrandSouth’s or First Bancorp’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that GrandSouth and First Bancorp would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with GrandSouth’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on GrandSouth, First Bancorp, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with GrandSouth’s consent, Piper Sandler relied upon the advice that GrandSouth received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of GrandSouth common stock or First Bancorp common stock at any time or what the value of GrandSouth common stock would be once it is actually received by the holders of First Bancorp common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the GrandSouth board, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to GrandSouth or First Bancorp and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of GrandSouth and First Bancorp and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the exchange ratio to the holders of GrandSouth common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of GrandSouth, First Bancorp, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the GrandSouth board at its June 20, 2022 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of GrandSouth common stock or First Bancorp common stock or the prices at which GrandSouth or First Bancorp common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by the GrandSouth board in making its determination to adopt the merger agreement and the analyses described below should not be viewed as determinative of the decision of the GrandSouth board with respect to the fairness of the exchange ratio.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of GrandSouth common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.910 of a share of First Bancorp common stock. Piper Sandler calculated an aggregate implied transaction value of approximately $181.0 million and an implied purchase price per share of $31.43 consisting of the implied value of 5,198,542 shares of GrandSouth common stock based on the closing price of First Bancorp common stock on June 17, 2022 and assuming the conversion of 282,828 shares of outstanding GrandSouth preferred stock into common stock and 655,983 options outstanding with a weighted average per share strike price of $18.22. Based upon financial information for GrandSouth as of or for the last twelve months (“LTM”) ended March 31, 2022 and the closing price of GrandSouth’s common stock on June 17, 2022, Piper Sandler calculated the following implied transaction metrics:

	60-Day Avg. Price			06/17/2022 Closing Price
Aggregate Transaction Multiples
Transaction Price / Tangible Book Value¹		210	%		189	%
Transaction Price / LTM Net Income		12.1	x		10.9	x
Transaction Price / Estimated 2022 Net Income²		12.0	x		10.8	x
Tangible Book Premium / Core Deposits (CDs > $100K)³		10.5	%		8.5	%
Tangible Book Premium / Core Deposits (CDs > $250K)³		9.7	%		7.9	%
Transaction Multiples per Share
Transaction Price Per Share / Tangible Book Value Per Share¹		199	%		180	%
Transaction Price Per Share / LTM Earnings Per Share		11.8	x		10.7	x
Transaction Price Per Share / Estimated 2022 Earnings Per Share²		11.6	x		10.5	x

Assumes the conversion of outstanding preferred stock into common stock

As provided by GrandSouth management

Jumbo time deposits as of March 31, 2022 per GrandSouth’s call report

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices of GrandSouth common stock and First Bancorp common stock for the year-to-date and three-year periods ended June 17, 2022. Piper Sandler then compared the relationship between the movements in the price of GrandSouth common stock and First Bancorp common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

GrandSouth’s Year-to-Date Stock Performance

	Beginning Value 12/31/2021			Ending Value 6/17/2022
GrandSouth		100	%		101.9	%
GrandSouth Peer Group		100	%		95.4	%
S&P 500 Index		100	%		77.1	%
NASDAQ Bank Index		100	%		79.9	%

GrandSouth’s Three-Year Stock Performance

	Beginning Value 6/17/2019			Ending Value 6/17/2022
GrandSouth		100	%		179.7	%
GrandSouth Peer Group		100	%		112.0	%
S&P 500 Index		100	%		127.2	%
NASDAQ Bank Index		100	%		111.3	%

First Bancorp’s Year-to Date Stock Performance

	Beginning Value 12/31/2021			Ending Value 6/17/2022
First Bancorp		100	%		75.5	%
First Bancorp Peer Group		100	%		86.3	%
S&P 500 Index		100	%		77.1	%
NASDAQ Bank Index		100	%		79.9	%

First Bancorp’s Three-Year Stock Performance

	Beginning Value 6/17/2019			Ending Value 6/17/2022
First Bancorp		100	%		96.0	%
First Bancorp Peer Group		100	%		112.1	%
S&P 500 Index		100	%		127.2	%
NASDAQ Bank Index		100	%		111.3	%

Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for GrandSouth with a group of financial institutions selected by Piper Sandler. The GrandSouth peer group included major exchange and over-the-counter traded banks and thrifts headquartered in the Southeast region with total assets between $1 billion and $1.5 billion, but excluded targets of announced merger transactions (the “GrandSouth Peer Group”). The GrandSouth Peer Group consisted of the following companies:

Auburn National Bancorporation, Inc.		Morris State Bancshares, Inc.
Benchmark Bankshares, Inc.		Mountain Commerce Bancorp, Inc.
Chesapeake Financial Shares, Inc.		Old Point Financial Corporation
Citizens Bancorp Investment, Inc.		Parkway Acquisition Corp.
Citizens Holding Company		Pinnacle Bankshares Corporation
Eagle Financial Services, Inc.		Security Federal Corporation
F&M Bank Corp.		South Atlantic Bancshares, Inc.
First National Corporation.		Thomasville Bancshares, Inc.
First Miami Bancorp, Inc		United Bancorporation of Alabama, Inc.

The analysis compared publicly available financial information for GrandSouth with corresponding data for the GrandSouth Peer Group as of or for the quarter ended March 31, 2022 (unless otherwise noted) with pricing data as of June 17, 2022. The table below sets forth the data for GrandSouth and the median, mean, low and high data for the GrandSouth Peer Group.

GrandSouth Comparable Company Analysis

			GrandSouth		GrandSouth		GrandSouth		GrandSouth
			Peer Group		Peer Group		Peer Group		Peer Group
	GrandSouth		Median		Mean		Low		High
Total assets ($mm)		1,253		1,313		1,278		1,007		1,500
Loans / Deposits (%)		84.4		63.7		66.3		42.1		97.7
Loan Loss Reserve / Gross Loans (%)		1.49		1.07		1.18		0.64		2.25
Non-performing assets^{1 2}/ Total assets (%)		0.26		0.31		0.33		0.02		0.94
Tangible common equity / Tangible assets^{3 4} (%)		7.64		7.55		7.65		3.70		11.72
Tier 1 Leverage Ratio⁵ (%)		8.86		8.64		8.86		7.26		11.12
Total RBC Ratio^{6 7}(%)		14.57		13.98		14.53		12.02		19.32
CRE / Total RBC Ratio⁸ (%)		238.7		211.6		214.0		134.1		350.1
MRQ Return on average assets (%)		1.35		0.89		0.92		0.48		1.63
MRQ Return on average equity (%)		16.65		10.88		11.05		5.85		20.15
MRQ Net interest margin (%)		4.42		3.16		3.08		2.20		4.04
MRQ Efficiency ratio (%)		58.2		69.0		67.9		41.0		82.2
MRQ Cost of Deposits⁹ (%)		0.26		0.18		0.20		0.10		0.49
Price/Tangible book value¹⁰ (%)		158		121		135		78		336
Price/LTM Earnings per share (x)		9.3		9.6		10.5		5.8		16.9
Price/2022 Estimated Earnings per share (x)		9.4		8.7		9.2		7.3		12.1
Price/2023 Estimated Earnings per share (x)		8.9		8.1		8.3		6.8		10.3
Current Dividend Yield (%)		1.9		2.3		2.4		0.0		5.3
Market value¹¹ ($mm)		151		109		134		49		393

1	Bank level, regulatory financial data as of or for the period ended March 31, 2022 for Morris State Bancshares, Inc, Mountain Commerce Bancorp, Inc, Citizens Holding Company, F&M Bank Corp., United Bancorporation of Alabama, Inc.
2	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
3	Bank-level, regulatory financial data for Pinnacle Bankshares Corporation
4	Total common equity / total assets assumes the conversion of GrandSouth outstanding preferred stock into common stock
5	Bank-level, regulatory financial data for Morris State Bancshares, Inc, First National Corporation, Mountain Commerce Bancorp, Inc., Old Point Financial Corporation, Security Federal Corporation, South Atlantic Bancshares, Inc., F&M Bank Corp., United Bancorporation of Alabama, Inc., Pinnacle Bankshares Corporation
6	Bank-level, regulatory financial data for Morris State Bancshares, Inc, First National Corporation, Mountain Commerce Bancorp, Inc., Old Point Financial Corporation, Security Federal Corporation, South Atlantic Bancshares, Inc., F&M Bank Corp., United Bancorporation of Alabama, Inc., Pinnacle Bankshares Corporation
7	Total RBC Ratio not applicable to Eagle Financial Services, Inc., given the company has elected into the Community Bank Leverage Ratio framework
8	Bank-level, regulatory financial data for all peers except Citizens Bancorp Investment, Inc., Chesapeake Financial Shares, Inc., First Miami Bancorp, Inc.
9	Bank-level, regulatory financial data for South Atlantic Bancshares, Inc., Pinnacle Bancshares Corporation, Inc.
10	Price / Tangible Book Value assumes the conversion of GrandSouth outstanding preferred stock into common stock
11	Market capitalization assumes 5,481,370 common shares outstanding for GrandSouth

Note: Financial data for Citizens Bancorp Investment, Inc. and First Miami Bancorp, Inc. as of or for the period ending December 31, 2021.

Piper Sandler used publicly available information to perform a similar analysis for First Bancorp by comparing selected financial information for First Bancorp with a group of financial institutions selected by Piper Sandler. The First Bancorp peer group included major exchange traded banks and thrifts headquartered in the Southeast region with total assets between $5 billion and $20 billion, but excluded targets of announced merger transactions and Live Oak Bancshares, Inc. (the “First Bancorp Peer Group”). The First Bancorp Peer Group consisted of the following companies:

Amerant Bancorp Inc.		Seacoast Banking Corporation of Florida
Atlantic Union Bancshares Corporation		ServisFirst Bancshares, Inc.
City Holding Company		The First Bancshares, Inc.
FB Financial Corporation		TowneBank
Home Bancshares, Inc. (Conway, AR)		Trustmark Corporation
Renasant Corporation		WesBanco, Inc.

The analysis compared publicly available financial information for First Bancorp with corresponding data for the First Bancorp Peer Group as of or for the quarter ended March 31, 2022 (unless otherwise noted) with pricing data as of June 17, 2022. The table below sets forth the data for First Bancorp and the median, mean, low and high data for the First Bancorp Peer Group.

First Bancorp Comparable Company Analysis

			First Bancorp		First Bancorp		First Bancorp		First Bancorp
	First		Peer Group		Peer Group		Peer Group		Peer Group
	Bancorp		Median		Mean		Low		High
Total assets ($mm)		10,652		16,003		13,784		6,012		19,782
Loans / Deposits (%)		64.6		71.6		73.5		54.6		99.0
Loan Loss Reserve / Gross Loans (%)		1.35		1.13		1.20		0.49		2.34
Non-performing assets¹ / Total assets (%)		0.46		0.37		0.35		0.10		0.73
Tangible common equity/Tangible assets (%)		7.22		8.13		8.26		6.74		9.98
Tier 1 Leverage Ratio (%)		9.60		9.37		9.54		7.67		11.72
Total RBC Ratio (%)		14.99		15.91		15.80		11.43		21.58
CRE / Total RBC Ratio (%)		278.5		219.9		221.8		150.2		294.1
MRQ Return on average assets (%)		1.29		1.06		1.05		0.67		1.51
MRQ Return on average equity (%)		11.23		8.45		9.25		5.88		19.82
MRQ Net interest margin (%)		3.16		2.88		2.90		2.55		3.21
MRQ Efficiency ratio (%)		48.6		58.3		59.4		30.8		79.3
MRQ Cost of Deposits (%)		0.08		0.14		0.15		0.06		0.38
Price/Tangible book value (%)		167		156		180		129		353
Price/LTM Earnings per share (x)		10.6		10.6		12.1		8.9		19.2
Price/2022 Estimated Earnings per share (x)		8.5		11.6		12.3		9.2		16.5
Price/2023 Estimated Earnings per share (x)		8.2		10.4		11.0		8.6		14.8
Current Dividend Yield (%)		2.5		3.1		2.7		1.2		4.3
Market value ($mm)		1,231		1,852		2,033		585		4,185

1	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned

Analysis of Precedent Transactions.

Piper Sandler reviewed two groups of merger and acquisition transactions, including a regional and nationwide group. The regional group consisted of bank and thrift transactions announced between January 1, 2021 and June 17, 2022 with targets headquartered in the Southeast region, as defined by S&P Global Intelligence, with total assets between $500 million and $2 billion, but excluded transactions with private investors and transactions with undisclosed deal values (the “Regional Precedent Transactions”). The nationwide group consisted of nationwide bank and thrift transactions announced between January 1, 2022 and June 17, 2022 with targets with total assets between $500 million and $2 billion, but excluded deals with private investors and deals with undisclosed deal value (the “Nationwide Precedent Transactions”).

The Regional Precedent Transactions group was composed of the following transactions:

Acquiror		Target

F.N.B. Corp.		UB Bancorp
DFCU Financial		First Citrus Bancorp, Inc.
Seacoast Banking Corporation of Florida		Drummond Banking Company
United Community Banks Inc.		Progress Financial Corporation
The First Bancshares		Beach Bancorp Inc.
Seacoast Banking Corporation of Florida		Apollo Bancshares/Apollo Bank
Lake Michigan CU		Pilot Bancshares, Inc.
Simmons First National Corp. Simmons First National Corp.		Landmark Community Bank Triumph Bancshares Inc.
United Bankshares Inc. First Bancorp United Community Banks Inc. Colony Bankcorp Inc. Peoples Bancorp Inc. Seacoast Banking Corporation of Florida BancorpSouth Bank		Community Bankers Trust Corporation Select Bancorp Inc. Aquesta Financial Holdings SouthCrest Financial Group Inc. Premier Financial Bancorp, Inc. Legacy Bank of Florida FNS Bancshares Inc.

The Nationwide Precedent Transactions group was composed of the following transactions:

Acquiror		Target

CrossFirst Bankshares Inc. F.N.B. Corp.		Farmers & Stockmens Bank UB Bancorp
Brookline Bancorp, Inc.		PCSB Financial Corp.
DFCU Financial		First Citrus Bancorp, Inc.
Seacoast Banking Corporation of Florida United Community Banks Inc. The First Bancshares		Drummond Banking Company Progress Financial Corp. Beach Bancorp Inc.
National Bank Holdings Corp.		Community Bancorp
National Bank Holdings Corp.		Bancshares of Jackson Hole Inc.
Nicolet Bancshares Inc.		Charter Bankshares Inc.
Seacoast Banking Corporation of Florida		Apollo Bancshares/Apollo Bank
Hometown Financial Group MHC		Randolph Bancshares Inc.
Farmers National Banc Corp.		Emclaire Financial Corp.
Arizona FCU		Horizon Community Bank
Fulton Financial Corporation		Prudential Bancorp Inc.
Origin Bancorp Inc.		BT Holdings Inc.
BAWAG Group AG		Peak Bancorp
Bank First Corporation		Denmark Bancshares Inc.

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to tangible book value per share, pay-to-trade ratio (defined as the transaction price to tangible book value as a percentage of the buyer’s then-current price to tangible book value), core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Regional Precedent Transactions group as well as to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

			Regional Precedent Transactions
	First Bancorp / GrandSouth		Median		Mean		Low		High
Transaction Price / LTM Earnings Per Share (x)		10.7		14.2		15.6		9.2		23.8
Transaction Price / Tangible Book Value Per Share (%)		180		167		172		139		217
Pay-To-Trade (%)		108		92		94		75		129
Tangible Book Value Premium to Core Deposits (%)		8.5		9.4		9.0		4.4		16.2
1-Day Market Premium (%)		14.3		28.6		31.4		8.3		66.5

			Nationwide Precedent Transactions
	First Bancorp / GrandSouth		Median		Mean		Low		High
Transaction Price / LTM Earnings Per Share (x)		10.7		14.3		15.4		9.2		26.5
Transaction Price / Tangible Book Value Per Share (%)		180		165		166		107		211
Pay-To-Trade (%)		108		93		95		68		120
Tangible Book Value Premium to Core Deposits (%)		8.5		8.2		7.4		1.7		11.1
1-Day Market Premium (%)		14.3		29.6		34.7		10.2		63.3

Net Present Value Analyses.

Piper Sandler performed an analysis that estimated the net present value of GrandSouth common stock assuming GrandSouth performed in accordance with certain internal financial projections for GrandSouth for the years ending December 31, 2022 through December 31, 2025, as provided by the senior management of GrandSouth. To approximate the terminal value of a share of GrandSouth common stock at June 17, 2022, Piper Sandler applied price to 2025 earnings multiples ranging from 8.0x to 12.0x and multiples of 2025 tangible book value ranging from 100% to 160%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of GrandSouth common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of GrandSouth common stock of $27.40 to $45.79 when applying multiples of earnings and $20.37 to $35.80 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount
Rate			8.0x		9.0x		10.0x		11.0x		12.0x
	10.0	%	$	31.23	$	34.87	$	38.51	$	42.15	$	45.79
	11.0	%	$	30.21	$	33.73	$	37.25	$	40.77	$	44.29
	12.0	%	$	29.24	$	32.64	$	36.04	$	39.44	$	42.85
	13.0	%	$	28.30	$	31.59	$	34.88	$	38.17	$	41.46
	14.0	%	$	27.40	$	30.59	$	33.77	$	36.96	$	40.14

Tangible Book Value Per Share Multiples

Discount
Rate			100%		115%		130%		145%		160%
	10.0	%	$	23.18	$	26.34	$	29.49	$	32.65	$	35.80
	11.0	%	$	22.43	$	25.48	$	28.53	$	31.58	$	34.63
	12.0	%	$	21.72	$	24.66	$	27.61	$	30.56	$	33.51
	13.0	%	$	21.03	$	23.88	$	26.73	$	29.58	$	32.44
	14.0	%	$	20.37	$	23.13	$	25.89	$	28.65	$	31.41

Piper Sandler also considered and discussed with the GrandSouth board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming GrandSouth’s earnings varied from 20.0% above projections to 20.0% below projections. This analysis resulted in the following range of per share values for GrandSouth’s common stock, applying the price to 2025 earnings multiples range of 8.0x to 12.0x referred to above and a discount rate of 11.36%.

Earnings Per Share Multiples

Annual Estimate
Variance			8.0x		9.0x		10.0x		11.0x		12.0x
	(20.0	%)	$	24.29	$	27.08	$	29.86	$	32.64	$	35.42
	(10.0	%)	$	27.08	$	30.20	$	33.33	$	36.46	$	39.59
	0.0	%	$	29.86	$	33.33	$	36.81	$	40.29	$	43.76
	10.0	%	$	32.64	$	36.46	$	40.29	$	44.11	$	47.93
	20.0	%	$	35.42	$	39.59	$	43.76	$	47.93	$	52.10

Piper Sandler also performed an analysis that estimated the net present value per share of First Bancorp common stock, assuming First Bancorp performed in accordance with publicly available analyst earnings estimates for First Bancorp for the years ending December 31, 2022 and December 31, 2023, as well as a long-term annual earnings growth rate for the years ending December 31, 2024 and December 31, 2025 and estimated dividends per share for First Bancorp for the years ending December 31, 2022 through December 31, 2025, as provided by the senior management of First Bancorp. To approximate the terminal value of a share of First Bancorp common stock at June 17, 2022, Piper Sandler applied price to 2025 earnings multiples ranging from 10.0x to 14.0x and multiples of 2025 tangible book value ranging from 140% to 200%. The terminal values were then discounted to present values using different discount rates ranging from 7.0% to 11.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of First Bancorp common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of First Bancorp common stock of $34.76 to $54.50 when applying multiples of earnings and $35.20 to $56.26 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount
Rate			10.0x		11.0x		12.0x		13.0x		14.0x
	7.0	%	$	39.73	$	43.42	$	47.12	$	50.81	$	54.50
	8.0	%	$	38.41	$	41.97	$	45.54	$	49.10	$	52.67
	9.0	%	$	37.14	$	40.58	$	44.03	$	47.47	$	50.92
	10.0	%	$	35.92	$	39.25	$	42.58	$	45.91	$	49.24
	11.0	%	$	34.76	$	37.98	$	41.20	$	44.41	$	47.63

Tangible Book Value Per Share Multiples

Discount
Rate			140%		155%		170%		185%		200%
	7.0	%	$	40.23	$	44.24	$	48.25	$	52.25	$	56.26
	8.0	%	$	38.89	$	42.76	$	46.63	$	50.50	$	54.37
	9.0	%	$	37.61	$	41.34	$	45.08	$	48.82	$	52.56