MetroCity Bankshares Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 (
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Item 2.01 Completion of Acquisition or Disposition of Assets
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. |
| Description |
2.1 | ||
99.1 | Press Release issued by MetroCity Bankshares, Inc., dated December 2, 2025 | |
104 | 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.
METROCITY BANKSHARES, INC. | ||
Date: December 2, 2025 | By: | /s/ Lucas Stewart |
Lucas Stewart | ||
Chief Financial Officer | ||