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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2025 (December 1, 2025)
METROCITY BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia |
No. 001-39068 |
47-2528408 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
5114 Buford Highway |
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30340 |
(Address of principal executive offices) |
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(Zip Code) |
(770) 455-4989
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each Exchange on which registered |
Common Stock, par value $0.01 per share |
MCBS |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ◻
Item 2.01 Completion of Acquisition or Disposition of Assets
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 13(a) of the Exchange Act. ◻ After the close of business on December 1, 2025, pursuant to the previously announced Agreement and Plan of Reorganization, dated as of March 16, 2025 (the “Reorganization Agreement”), by and among MetroCity Bankshares, Inc. (“MCBS”) (NASDAQ Global Select Market: MCBS), Metro City Bank, a Georgia state-chartered bank and wholly owned subsidiary of MCBS, First IC Corporation, a Georgia corporation (“FIEB”), and First IC Bank, a Georgia state-chartered bank and wholly owned subsidiary of FIEB, FIEB merged with and into MCBS, with MCBS continuing as the surviving corporation (the “Merger”). Immediately after the Merger, First IC Bank merged with and into Metro City Bank, with Metro City Bank continuing as the surviving bank.
Pursuant to the terms of the Reorganization Agreement, each share of FIEB common stock held immediately prior to the effective time of the Merger was converted into the right to receive, without interest, 0.3729 shares of MCBS common stock and $12.19 in cash, with cash also to be paid in lieu of fractional shares. The issuance of shares of MCBS common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-4 (File No. 333-287567) initially filed by MCBS with the U.S. Securities and Exchange Commission (the “SEC”) on May 23, 2025 and declared effective by the SEC on June 6, 2025. Each share of MCBS common stock remained outstanding and was unaffected by the Merger.
As a result of the Merger, FIEB shareholders will receive an aggregate of 3,384,381 shares of MCBS common stock and an aggregate of approximately $110.6 million in cash. MCBS now has, including the shares issued in connection with the Merger, approximately 28,818,282 shares of MCBS common stock outstanding as of the date hereof.
The foregoing description of the transactions contemplated by the Reorganization Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Reorganization Agreement, attached as Exhibit 2.1 to MCBS’ Current Report on Form 8-K filed on March 17, 2025, and incorporated by reference herein
Item 8.01 Other Events
On December 2, 2025, MCBS issued a press release announcing the completion of the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit No. |
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Description |
2.1 |
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99.1 |
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Press Release issued by MetroCity Bankshares, Inc., dated December 2, 2025 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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METROCITY BANKSHARES, INC. |
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Date: December 2, 2025 |
By: |
/s/ Lucas Stewart |
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Lucas Stewart |
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Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MetroCity Bankshares, Inc. Completes Acquisition of First IC Corporation
DORAVILLE, GA., December 2, 2025 (PR Newswire) – MetroCity Bankshares, Inc. (NASDAQ: MCBS) (“MetroCity”), the holding company for Metro City Bank (the “Bank”), has completed its acquisition of First IC Corporation (OTCEM: FIEB) (“First IC”), the parent company of First IC Bank, both based in Doraville, GA. The acquisition became effective after the close of business on December 1, 2025.
“First IC and MetroCity have long competed with and admired one another and we are pleased to have combined our two organizations to create a better bank for our customers.” said Nack Paek, Chairman and CEO of MetroCity. “This partnership strengthens our competitive position and increases the financial flexibility to continue to build the best bank possible and make a positive impact in the communities we serve.”
With the completion of the acquisition, MetroCity now has approximately $4.8 billion in total assets, $4.0 billion in total loans and $3.6 billion in total deposits, as well as 30 full-service branches and two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas and Virginia.
Advisors
Hillworth Bank Partners acted as financial advisor to MetroCity and rendered a fairness opinion to its board of directors. Hunton Andrews Kurth LLP served as legal counsel to MetroCity.
Stephens Inc. acted as financial advisor to First IC and rendered a fairness opinion to its board of directors. Alston & Bird LLP served as legal counsel to First IC.
Contact
Lucas Stewart
MetroCity Bankshares, Inc.
Chief Financial Officer
678-580-6414
lucasstewart@metrocitybank.bank
About MetroCity Bankshares, Inc.
MetroCity Bankshares, Inc., headquartered in Doraville, Georgia, is the bank holding company for Metro City Bank, which operates banking offices across eight states. MetroCity's common stock trades on The NASDAQ Stock Exchange under the symbol “MCBS.” More information about MetroCity is available by visiting the “Investor Relations” section of its website https://www.metrocitybank.bank.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements, including, but not limited to, certain plans, expectations, goals, financial projections, and statements about the benefits of the transaction, and the plans, objectives, expectations and intentions of MetroCity. Such statements reflect the current views of MetroCity with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
MetroCity cautions that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond MetroCity’s control.
Factors that could cause results to differ materially from those described above can be found in MetroCity’s Annual Report on Form 10-K for the year ended December 31, 2024, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such report, as well as in subsequent SEC filings, each of which is on file with the SEC and available in the “SEC Filings” section of MetroCity’s website, www.metrocitybank.bank/investor-relations/sec-filings, and in other documents MetroCity files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. MetroCity assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.