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Capital City Bank Group Inc: Form 10-K for the period ended Dec 31, 2024

Filed with the SEC on Mar 11, 2025 and accepted by EDGAR at Mar 11, 2025, 16:11 ET.

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As filed, 2,851 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

About Us

General

Capital City Bank Group, Inc. (“CCBG”) is a financial holding company headquartered in Tallahassee, Florida. CCBG was

incorporated under Florida law on December 13, 1982, to acquire five national banks and one state bank that all subsequently

became part of CCBG’s bank subsidiary, Capital City Bank (“CCB” or the “Bank”). The Bank commenced operations in 1895. In

this report, the terms “Company,” “we,” “us,” or “our” mean CCBG and all subsidiaries included in our consolidated financial

statements.

CCBG is one of the largest publicly traded financial holding companies headquartered in Florida and has approximately $4.3

billion in assets.

We

provide a full range of banking services, including traditional deposit and credit services, mortgage banking,

asset management, trust, merchant services, bankcards, securities brokerage services and financial advisory services, including the

sale of life insurance, risk management and asset protection services. The Bank has 62 banking offices and 104 ATMs/ITMs in

Florida, Georgia, and Alabama. Through Capital City Home Loans, LLC (“CCHL”), we have 27 additional offices in the

Southeast for our mortgage banking business. The majority of the revenue (excluding CCHL), approximately 85%, is derived

from our Florida market areas while approximately 14% and 1% of the revenue is derived from our Georgia and other market

areas, respectively. Approximately 55% of the revenue from CCHL is derived from our Georgia market areas while

approximately 33% and 12% is derived from our Florida and other market areas, respectively.

Below is a summary of our financial condition and results of operations for the past three fiscal years, which we believe is a

sufficient period for understanding our general business development. Our financial condition and results of operations are more

fully discussed in our Management’s Discussion and Analysis on page 43 and our consolidated financial statements on page 72.

Dollars in millions

Year Ended

December 31,

Assets

Deposits

Shareowners’

Equity

Revenue

(1)

Net Income

2024

$4,324.9

$3,672.0

$495.3

$270.6

$52.9

2023

$4,304.5

$3,701.8

$440.6

$252.7

$52.3

2022

$4,519.2

$3,939.3

$387.3

$207.1

$33.4

(1)

Revenue represents interest income plus noninterest income

Dividends and management fees received from the Bank are CCBG’s primary source of income. Dividend payments by the Bank

to CCBG depend on the capitalization, earnings and projected growth of the Bank, and are limited by various regulatory

restrictions, including compliance with a minimum Common Equity Tier 1 Capital conservation buffer. See the section entitled

“Regulatory Considerations” in this Item 1 and Note 17 in the Notes to Consolidated Financial Statements for a discussion of the

restrictions.

Risk factors

As filed, 99,877 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

or discussed in this Annual Report also could adversely affect

our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any

forward-looking statements made by us or on our behalf speak only as of the date they are made. We do not undertake to update

any forward-looking statement, except as required by applicable law.

BUSINESS OVERVIEW

Our Business

We are a financial holding company headquartered in Tallahassee, Florida, and we are the parent of our wholly owned subsidiary,

Capital City Bank (the “Bank” or “CCB”).

We

provide a full range of banking services, including traditional deposit and credit

services, mortgage banking, asset management, trust, merchant services, bankcards, securities brokerage services and financial

advisory services, including the sale of life insurance, risk management, and asset protection services. The Bank has 62 banking

offices and 104 ATMs/ITMs in Florida, Georgia and Alabama. Through Capital City Home Loans, LLC (“CCHL”), we have 27

additional offices in the Southeast for our mortgage banking business. Please see the section captioned “About Us” beginning on

page 6 for more detailed information about our business.

Our profitability, like most financial institutions, is dependent, to a large extent upon net interest income, which is the difference

between the interest and fees received on interest earning assets, such as loans and securities, and the interest paid on interest-

bearing liabilities, principally deposits and borrowings. Results of operations are also affected by the provision for credit losses,

operating expenses such as salaries and employee benefits, occupancy , and other operating expenses including income taxes, and

noninterest income such as mortgage banking revenues, wealth management fees, deposit fees, and bank card fees.

Strategic Review

Operating Philosophy

. Our philosophy is to build long-term client relationships based on quality service, high ethical standards,

and safe and sound banking practices. We maintain a locally oriented, community-based focus, which is augmented by

experienced, centralized support in select specialized areas. Our local market orientation is reflected in our network of banking

office locations, experienced community executives with a dedicated President for each market, and community boards which

support our focus on responding to local banking needs. We strive to offer a broad array of sophisticated products and to provide

quality service by empowering associates to make decisions in their local markets.

Strategic Initiatives

. Our five-year strategic plan “2025 In Focus” guides us in the areas of client experience, channel

optimization, market expansion, and culture. As part of the strategic plan, we aim to take our brand of relationship banking to the

next level, further deepen relationships within our communities, expand into new higher growth markets, diversify our revenue

sources, invest in new technology that will support the expansion of client relationships, scale within our lines of business, and

drive higher profitability. We have implemented initiatives in support of the strategic plan, including the implementation of an

integrated marketing software aimed at deepening client relationships, the continuation of our comprehensive review of our

banking office network, and expansion into new markets and further diversification of revenues by expanding our residential

mortgage banking and wealth businesses.

Markets

. We maintain a blend of large and small markets in Florida and Georgia, all in close proximity to major interstate

thoroughfares such as Interstates 10 and 75. Our larger markets include Tallahassee (Leon County, Florida), Gainesville

(Alachua County, Florida), Macon (Bibb County, Georgia), and Suncoast (Hernando/Pasco/Citrus Counties, Florida). The larger

employers in these markets are state and local governments, healthcare providers, educational institutions, and small businesses,

providing stability and good growth dynamics that have historically grown in excess of the national average. We serve an

additional 15 smaller, less competitive, rural markets located on the outskirts of, and centered between, our larger markets where

we are positioned as a market leader. In 7 of 12 markets in Florida and one of three Georgia markets (excluding Northern Arc of

Atlanta markets entered into in 2022 and 2023), we frequently rank within the top three banks in terms of deposit market share.

Furthermore, in the counties in which we operate, we maintain an 8.3% deposit market share in the Florida counties and 5.2% in

the Georgia counties (excluding Northern Arc of Atlanta). Our markets provide for a strong core deposit funding base, a key

differentiator and driver of our profitability and franchise value.

Recent Acquisition/Expansion Activity

. We expanded into the Northern Arc of Atlanta, Georgia by opening full-service offices in

Marietta (Cobb County) in the fourth quarter of 2022 and Duluth (Gwinnett County) in the second quarter of 2023. Additionally,

we expanded our presence in the Florida Panhandle by opening a full-service office s in Watersound, Florida in the first quarter of

2023, Panama City, Florida (Lynn Haven) in the first quarter of 2024, and Panama City, Florida (West Bay) in the first quarter of

2025. To expand our presence and commitment to our Gainesville market, we opened a third full-service banking office in the

area in early 2023. During 2022 and 2023, we hired leadership and banking teams in the Northern Arc and Walton County office

markets, including commercial bankers, retail delivery support, private banking, wealth advisors, and treasury professionals.

Further, CCHL loan originators reside in the Northern Arc and Walton County offices.

On March 1, 2020, CCB acquired from BMGBMG, LLC (“BMG”) an initial 51% membership interest in CCHL (formerly

known as Brand Mortgage Group, LLC), which became a consolidated entity in the Company’s financial statements. As part of

the transaction, CCHL’s operating agreement included put and call options for CCB to purchase from BMG the remaining 49% of

CCHL’s membership interests (the “49% Interest”). On November 15, 2024, CCB entered into an agreement with BMG to

transfer the 49% Interest to CCB, effective January 1, 2025. BMG initiated the buyout by exercising its put option in CCHL’s

operating agreement.

EXECUTIVE OVERVIEW

For 2024, net income attributable to common shareowners totaled $52. 9 million, or $3.12 per diluted share, compared to net

income of $52.3 million, or $3.07 per diluted share, for 2023, and $33.4 million, or $1.97 per diluted share, for 2022.

For 2024, the increase in net income attributable to common shareowners reflected a $5.7 million decrease in provision for credit

losses and a $4.4 million increase in noninterest income, that were partially offset by a $8.3 million increase in noninterest

expense, a $0.9 million increase in income taxes, and a $0.1 million decrease in net interest income. Net income attributable to

common shareowners included a $0.2 million decrease in the deduction to record the non-controlling interest in the earnings of

CCHL.

For 2023, the increase in net income attributable to common shareowners reflected a $34 million increase in net interest income

that was partially offset by a $5.4 million increase in noninterest expense , a $5.2 million increase in income taxes, a $3.6 million

decrease in noninterest income of $3.6 million, and a $2.2 million increase in the provision for credit losses. Net income

attributable to common shareowners included a $1.3 million increase in the deduction to record the 49% non-controlling interest in

the earnings of CCHL.

Below are

Summary Highlights

of our 2024 financial performance:

Income Statement

Tax-equivalent net interest income totaled $159.2 million for 2024 compared to $159.4 million for 2023 driven by higher

yields across our earning assets, partially offset by higher deposit cost which was well controlled at 89 basis points for the

year – net interest margin was 4.08% for 2024 compared to 4.05% for 2023

Credit quality metrics remained strong throughout the year – allowance coverage ratio remained stable at 1.10% - net loan

charge-offs were 21 basis points of average loans for 2024 versus 18 basis points for 2023

Noninterest income increased $4.4 million, or 6.1%, driven by higher mortgage banking revenues and wealth management

fees

Noninterest expense increased $8.3 million, or 5.3%, primarily due to higher compensation expense reflective of higher

incentive compensation, merit raises, and higher health insurance costs

Balance Sheet

Loan balances increased $50.1 million, or 1.9% (average), and decreased $82.4 million, or 3.0% (end of period)

Deposit balances decreased $72.2 million, or 2.0% (average), and decreased $29.8 million, or 0.8% (end of period)

Tangible book value per share increased $3.20, or 15.6%, driven by strong earnings and favorable investment security and

pension plan accumulated other comprehensive loss adjustments

For more detailed information, refer to the following additional sections of the MD&A “Results of Operations” and “Financial

Condition”.

RESULTS OF OPERATIONS

A condensed earnings summary for the last three fiscal years is presented in Table 1 below:

Table 1

CONDENSED SUMMARY OF EARNINGS

(Dollars in Thousands, Except Per Share Data)

2024

2023

2022

Interest Income

194,657

181,068

131,910

Taxable Equivalent Adjustments

241

367

325

Total Interest Income (FTE)

194,898

181,435

132,235

Interest Expense

35,719

22,080

6,888

Net Interest Income (FTE)

159,179

159,355

125,347

Provision for Credit Losses

4,031

9,714

7,494

Taxable Equivalent Adjustments

241

367

325

Net Interest Income After Provision for Credit Losses

154,907

149,274

117,528

Noninterest Income

75,976

71,610

75,181

Noninterest Expense

165,315

157,023

151,634

Income Before Income Taxes

65,568

63,861

41,075

Income Tax Expense

13,924

13,040

7,798

Pre-Tax Loss Attributable to Noncontrolling Interests

1,271

1,437

135

Net Income Attributable to Common Shareowners

52,915

52,258

33,412

Basic Net Income Per Share

3.12

3.08

1.97

Diluted Net Income Per Share

3.12

3.07

1.97

Net Interest Income and Margin

Net interest income represents our single largest source of earnings and is equal to interest income and fees generated by earning

assets, less interest expense paid on interest bearing liabilities. We provide an analysis of our net interest income, including

average yields and rates in Tables 2 and 3 below. We provide this information on a “taxable equivalent” basis to reflect the tax-

exempt status of income earned on certain loans and investments.

For 2024, our taxable equivalent net interest income totaled $159. 2 million compared to $159.4 million for 2023 and $125.3

million for 2022. The $0.2 million, or 0.1%, decrease in 2024 was primarily attributable to higher deposit interest expense, which

was substantially offset by higher loan interest income and to a lesser extent higher overnight funds interest income. The $34.1

million, or 27.2%, increase in 2023 reflected loan growth and higher interest rates across a majority of our earning assets, partially

offset by higher deposit interest expense.

For 2024, our taxable equivalent interest income totaled $194.9 million compared to $181.4 million in 2023 and $132.2 million in

2022. The $13.5 million, or 7.4%, increase in 2024 was primarily attributable to loan growth and favorable loan repricing. The

$49.2 million, or 37.2%, increase in 2023 reflected an overall improved earning asset mix driven by loan growth, and higher

interest rates on earning assets.

For 2024, interest expense totaled $35.7 million compared to $22.1 million for 2023 and $6.9 million for 2022. The $13.6

million, or 61.5% increase in 2024 was primarily attributable to increased deposit interest expense, including a $6.3 million

increase attributable to money market accounts, a $4.5 million increase attributable to NOW accounts, and a $3.7 million increase

attributable to certificates of deposit, all reflective of a shift in balances from noninterest bearing to interest bearing products

driven by the higher interest rate environment and clients seeking higher yield deposit products. The $15.2 million, or 220.3%,

increase in 2023 was also driven by increased deposit interest expense, primarily a $9.6 million increase attributable to NOW

accounts and a $3.5 million increase attributable to money market accounts. The increase in NOW account expense reflected

higher interest rates for our commercial accounts that have a managed rate that were increased during the year.

A

shift in

balances from the noninterest bearing to NOW product also contributed to the increase. The increase in the expense for money

market accounts reflected adjustments to our board and managed rates for this product also reflective of higher interest rates.

Our cost of interest bearing deposits was 142 basis points for 2024, 81 basis points for 2023, and 17 basis points for 2022. Our

total cost of deposits (including noninterest bearing accounts) was 89 basis points for 2024, 48 basis points for 2023, and 9 basis

points for 2022. Our total cost of funds (interest expense/average earning assets) was 92 basis points for 2024, 56 basis points for

2023, and 17 basis points for 2022.

Our net interest margin (defined as taxable-equivalent interest income less interest expense divided by average earning assets)

was 4.08% for 2024, 4.05% for 2023, and 3.14% for 2022. The increase in the net interest margin for 2024 and 2023 reflected a

combination of earning assets repricing at higher interest rates and an improved earning asset mix driven by loan growth, partially

offset by a higher, but well controlled cost of deposits.

The Federal Open Market Committee decreased the Federal Funds Rate during 2024. The Federal Funds Rate is currently in a

target range of 4.25% to 4.50%, with the Effective Federal Funds Rate at 4.33% at December 31, 2024, and 5.33% at

December 31, 2023. Management actively manages its balance sheet mix and volume and will make loan and deposit product

pricing changes to help mitigate interest rate risk. See section titled “Financial Condition - Market Risk and Interest Rate

Sensitivity” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional

information regarding this risk.

Table 2

AVERAGE BALANCES AND INTEREST RATES

2024

2023

2022

(Taxable Equivalent Basis - Dollars

in Thousands)

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

ASSETS

Loans Held for Sale

27,306

2,776

6.72

55,510

3,232

5.82

48,502

2,175

4.49

Loans Held for Investment

(1)(2)

2,706,461

162,385

6.03

2,656,394

149,366

5.62

2,189,440

104,578

4.78

Investment Securities

Taxable Investment Securities

923,253

17,073

1.85

1,016,550

18,652

1.83

1,098,876

15,917

1.45

Tax-Exempt Investment Securities

(2)

848

37

4.34

2,199

59

2.68

2,668

54

2.03

Total Investment Securities

924,101

17,110

1.85

1,018,749

18,711

1.83

1,101,544

15,971

1.45

Fed Funds Sold & Int Bearing Dep

239,712

12,627

5.27

203,147

10,126

4.98

649,762

9,511

1.46

Total Earning Assets

3,897,580

194,898

5.00

3,933,800

181,435

4.61

3,989,248

132,235

3.32

Cash & Due From Banks

73,881

75,786

76,929

Allowance for Credit Losses

(29,902)

(28,190)

(21,688)

Other Assets

293,044

297,290

287,813

TOTAL ASSETS

4,234,603

4,278,686

4,332,302

LIABILITIES

Noninterest Bearing Deposits

1,336,601

1,507,657

1,691,132

NOW Accounts

1,183,962

16,835

1.42

1,172,861

12,375

1.06

1,065,838

2,799

0.26

Money Market Accounts

400,664

9,957

2.49

299,581

3,670

1.22

283,407

203

0.07

Savings Accounts

518,869

723

0.14

592,033

598

0.10

628,313

309

0.05

Time Deposits

157,342

4,647

2.95

97,480

939

0.96

94,646

133

0.14

Total Interest Bearing Deposits

2,260,837

32,162

1.42

2,161,955

17,582

0.81

2,072,204

3,444

0.17

Total Deposits

3,597,438

32,162

0.89

3,669,612

17,582

0.48

3,763,336

3,444

0.09

Repurchase Agreements

26,970

838

3.11

19,917

513

2.57

8,095

14

0.17

Short-Term Borrowings

4,882

242

4.94

24,146

1,538

6.37

32,388

1,747

5.40

Subordinated Notes Payable

52,887

2,449

4.56

52,887

2,427

4.53

52,887

1,652

3.08

Other Long-Term Borrowings

534

28

5.31

408

20

4.77

665

31

4.62

Total Interest Bearing Liabilities

2,346,110

35,719

1.52

2,259,313

22,080

0.98

2,166,239

6,888

0.32

Other Liabilities

71,964

81,842

85,684

TOTAL LIABILITIES

3,754,675

3,848,812

3,943,055

Temporary Equity

6,712

8,392

9,957

TOTAL SHAREOWNERS’

EQUITY

473,216

421,482

379,290

TOTAL LIABILITIES,

TEMPORARY EQUITY AND

SHAREOWNERS’ EQUITY

4,234,603

4,278,686

4,332,302

Interest Rate Spread

3.47

3.63

3.00

Net Interest Income

159,179

159,355

125,347

Net Interest Margin

(3)

4.08

4.05

3.14

(1)

Average balances include net loan fees, discounts and premiums, and nonaccrual loans. Interest income includes net loan cost of $0.7 million for 2024,

and net loan fees of $0.05 million for 2023 and $0.5 million for 2022.

(2)

Interest income includes the effects of taxable equivalent adjustments using a 21% tax rate.

(3)

Taxable equivalent net interest income divided by average earning assets.

Table 3

RATE/VOLUME ANALYSIS

(1)

2024 vs. 2023

2023 vs. 2022

(Taxable Equivalent Basis -

Dollars in Thousands)

Increase (Decrease) Due to Change In

Increase (Decrease) Due to Change

In

Total

Calendar

(3)

Volume

Rate

Total

Volume

Rate

Earnings Assets:

Loans Held for Sale

(2)

(456)

9

(1,651)

1,186

1,057

315

742

Loans Held for Investment

(2)

13,019

409

2,406

10,204

44,788

22,304

22,484

Taxable Investment Securities

(1,579)

51

(1,763)

133

2,735

(1,192)

3,927

Tax-Exempt Investment Securities

(2)

(22)

(36)

14

5

(10)

15

Funds Sold

2,501

28

1,795

678

615

(6,537)

7,152

Total

13,463

497

751

12,215

49,200

14,880

34,320

Interest Bearing Liabilities:

NOW Accounts

4,460

34

83

4,343

9,576

281

9,295

Money Market Accounts

6,287

10

1,228

5,049

3,467

12

3,455

Savings Accounts

125

2.00

(76)

199

289

(18)

307

Time Deposits

3,708

3

574

3,131

806

4

802

Short-Term Borrowings

(971)

6

(574)

(403)

290

156

134

Subordinated Notes Payable

22

7

(7)

22

775

775

Other Long-Term Borrowings

8

6

2

(11)

(12)

1

Total

13,639

62

1,234

12,343

15,192

423

14,769

Changes in Net Interest Income

(176)

435

(483)

(128)

34,008

14,457

19,551

(1)

This table shows the change in taxable equivalent net interest income for comparative periods based on either changes in average

volume or changes in average rates for interest earning assets and interest bearing liabilities. Changes which are not solely

due to volume changes or solely due to rate changes have been attributed to rate changes.

(2)

Interest income includes the effects of taxable equivalent adjustments using a 21% tax rate to adjust on tax-exempt loans and securities

and securities to a taxable equivalent basis.

(3)

Reflects one extra calendar day in 2024.

Provision for Credit Losses

For 2024, we recorded a provision for credit loss expense of $4.0 million ($5.0 million expense for loans held for investment

(“HFI”) and $1.0 million benefit for unfunded loan commitments) compared to a provision expense of $9.7 million for 2023 ($9.5

million expense for loans HFI and $0.2 million expense for unfunded loan commitments), and a provision expense of $7.5 million

for 2022 ($7.4 million expense for loans HFI and $0.1 million expense for unfunded loan commitments). The decrease in the

provision for loans HFI in 2024 was primarily due to lower new loan volume and loan balances in 2024 and favorable loan grade

migration. The decrease in the provision for unfunded loan commitments reflected a lower level of loan commitments. The

increased provision in 2023 was driven by loan growth. We discuss the various factors that have impacted our provision expense

in more detail under the heading Allowance for Credit Losses.

Noninterest Income

For 2024, noninterest income totaled $76.0 million, a $4.4 million, or 6.1% , increase over 2023, primarily attributable to a $3.9

million increase in mortgage banking revenues and a $2.8 million increase in wealth management fees, partially offset by a $2.2

million decrease in other income. The increase in mortgage banking revenues was due to a higher gain on sale margin. The

increase in wealth management fees was primarily driven by higher retail brokerage fees and to a lesser extent trust fees,

primarily attributable to both new account growth and higher account values driven by higher market returns. The decrease in

other income was primarily attributable to a $1.4 million gain from the sale of mortgage servicing rights in 2023, and to a lesser

extent a decrease in vendor bonus income and miscellaneous income.

For 2023, noninterest income totaled $71.6 million, a $3.6 million, or 4.7%, decrease from 2022 and reflected decreases in wealth

management fees of $1.7 million, mortgage banking revenues of $1.5 million, deposit fees of $0.8 million, and bank card fees of

$0.5 million, partially offset by a $0.9 million increase in other income. The decrease in wealth management fees reflected lower

insurance commissions of $2.7 million due to the sale of large policies in 2022 and was partially offset by higher trust fees of $0.5

million and retail brokerage fees of $0.5 million. The decrease in mortgage banking revenues was primarily driven by lower

production volume in 2023, reflective of the rapid increase in interest rates and lower market driven gain on sale margins. Steady

best efforts adjustable-rate production by CCHL during 2023 contributed to the Bank’s loan growth and earnings. The decline in

deposit fees reflected lower commercial account analysis fees and account service charge fees, and the reduction in bank card fees

was generally due to lower card volume reflective of slower consumer spending. The increase in other income was primarily due

to a $1.4 million gain from the sale of mortgage servicing rights that was partially offset by lower loan servicing income.

Noninterest income as a percent of total operating revenues (net interest income plus noninterest income) was 32.34% in 2024,

31.05% in 2023, and 37.55% in 2022. The variance in 2024 was primarily attributable to higher mortgage banking revenues and

wealth management fees. The variances for both 2023 and 2022 reflected strong growth in net interest income and lower

mortgage banking revenues. The table below reflects the major components of noninterest income.

Table 4

NONINTEREST INCOME

(Dollars in Thousands)

2024

2023

2022

Deposit Fees

21,346

21,325

22,121

Bank Card Fees

14,707

14,918

15,401

Wealth Management Fees

19,113

16,337

18,059

Mortgage Banking Revenues

14,343

10,400

11,909

Other

6,467

8,630

7,691

Total Noninterest Income

75,976

71,610

75,181

Significant components of noninterest income are discussed in more detail below.

Deposit Fees

. For 2024, deposit fees (service charge fees, insufficient fund/overdraft fees, and business account analysis fees)

totaled $21.3 million compared to $21.3 million in 2023 and $22.1 million in 2022. Deposit fees for 2024 reflected a $0.2 million

increase in commercial account analysis fees that was offset by a $0.2 million decrease in overdraft fees. A lower earnings credit

rate and increased transaction volume drove the increase in commercial account analysis fees and the decrease in overdraft fees

generally reflected lower consumer spend. The $0.8 million, or 3.6%, decrease in 2023 was attributable to lower commercial

account analysis fees of $0.5 million and account service charge fees of $0.3 million. The reduction in commercial account

analysis fees reflected a higher earnings credit rate for commercial deposit accounts. The decrease in account service charge fees

was attributable to higher debit card utilization which allows the client to forego the service charge fee if a certain number of

debit card transactions is achieved.

Bank Card Fees

. Bank card fees totaled $14.7 million in 2024 compared to $14.9 million in 2023 and $15.4 million in 2022. The

decreases in 2024 and 2023 were generally due to lower card volume reflective of overall slower consumer spending.

Wealth Management Fees

. Wealth management fees including both trust fees (i.e., managed accounts and trusts/estates) and

retail brokerage fees (i.e., investment, insurance products, and retirement accounts) totaled $19.1 million in 2024 compared to

$16.3 million in 2023 and $18.1 million in 2022. The increase in 2024 was attributable to a $2.1 million increase in retail

brokerage fees and a $0.9 million increase in trust fees, that were partially offset by a $0.3 million decrease in insurance

commission revenue. The increase in retail brokerage fees was driven by increased fixed income and annuity product sales and

new account growth, and the increase in trust fees reflected new account growth , higher account values reflective of improved

market returns, and a mid-year fee increase. The decrease in 2023 reflected lower insurance revenues of $2.7 million that was

partially offset by a $0.5 million decrease in trust fees and $0.5 million decrease in retail brokerage fees. The sale of large

policies in 2022 drove the decline in insurance revenues. At December 31, 2024, total assets under management (“AUM”) were

approximately $3.049 billion compared to $2.588 billion at December 31, 2023 and $2.273 billion at December 31, 2022. The

increases in AUM in 2024 and 2023 reflected a combination of new account growth and higher account values due to improved

market returns.

Mortgage Banking Revenues

. Mortgage banking revenues totaled $14.3 million in 2024 compared to $10.4 million in 2023 and

$11.9 million in 2022. The increase in 2024 was attributable to a higher gain on sale margin which reflected a higher percentage

of secondary market/mandatory delivery loan sales. The decrease in 2023 was primarily driven by lower production volume

reflective of the rapid increase in interest rates and lower market driven gain on sale margins which were under pressure in 2023.

We provide a detailed overview of our mortgage banking operation, including a detailed break-down of mortgage banking

revenues, mortgage servicing activity, and warehouse funding within Note 4 - Mortgage Banking Activities in the Notes to

Consolidated Financial Statements.

Other

. Other noninterest income totaled $6.5 million in 2024 compared to $8.6 million in 2023 and $7.7 million in 2022. The

decrease in 2024 was primarily attributable to a $1.4 million gain from the sale of mortgage servicing rights realized in 2023, and

to a lesser extent a decrease in vendor bonus income and miscellaneous income. The $0.9 million increase in 2023 was due to a

$1.4 million gain from the sale of mortgage servicing rights that was partially offset by lower loan servicing income which

reflected the aforementioned sale.

Noninterest Expense

For 2024, noninterest expense totaled $165.3 million, a $8.3 million, or 5.3%, increase over 2023, primarily attributable to

increases in compensation expense of $6.9 million, occupancy expense of $0.3 million, and other expense of $1.1 million. The

increase in compensation reflected a $5.3 million increase in salary expense and a $1.6 million increase in other associate benefit

expense. The increase in salary expense was primarily due to a decrease of $3.1 million in realized loan cost (credit offset to

salary expense - lower new loan volume in 2024), a $2.2 million increase in base salary expense (primarily annual merit raises),

and a $1.2 million increase in cash incentive compensation that were partially offset by a decrease of $1.4 million in commission

expense (lower residential mortgage volume). The unfavorable variance in other associate benefit expense was due to a $0.9

million increase in associate insurance cost and a $0.6 million increase in stock compensation expense. The increase in

occupancy expense was attributable to increases in software license and maintenance agreement expenses. The increase in other

expense was driven by a $1.1 million increase in other real estate expense and a $1.4 million increase in processing expense that

were partially offset by a $1.4 million decrease in miscellaneous expense. The increase in other real estate expense reflected a

lower level of gains from the sale of banking offices in 2024. The increase in processing expense reflected both inflationary

increases on contract renewals and the outsourcing of our core processing system. The decrease in miscellaneous expense was

attributable to lower pension plan expense for the non-service related component of the plan.

For 2023, noninterest expense totaled $157.0 million, a $5.4 million, or 3.5%, increase over 2022 and reflected increases in

occupancy expense of $3.1 million and compensation expense of $2.3 million. The increase in occupancy expense was primarily

driven by the addition of four new banking offices in mid-to-late 2022 and early 2023, and, to a lesser extent, higher expense for

property insurance (increased premiums) and maintenance agreements (network and security upgrades). The increase in

compensation expense reflected a $4.7 million increase in salary expense that was partially offset by a $2.4 million decrease in

associate benefit expense. The increase in salary expense was primarily due to a $3.6 million increase in base salaries (primarily

the addition of staffing in new markets and annual merit), a $3.0 million decrease in realized cost (credit offset to salary expense -

lower new residential loan originations in 2023), and a $1.2 million increase in incentive expense that were partially offset by a

$3.3 million decrease in commission expense (lower residential loan originations and insurance policy sales in 2023). The

decrease in associate benefit expense reflected a $2.9 million decrease in pension plan service cost expense that was partially

offset by a $0.5 million increase in associate insurance expense (higher premiums). The net variance in other expense was

primarily due to a $1.6 million decrease in other real estate expense (gain from the sale of a banking office in 2023) and a $1.2

million decrease in miscellaneous expense (lower mortgage servicing asset amortization of $1.0 million due to mid-2023 sale of

servicing rights). Further, there was no pension settlement expense in 2023 whereas we realized $2.3 million in total pension

settlement expense in 2022. These favorable variances were partially offset by increases in pension – other expense (non-service

component) of $3.0 million, professional fees of $0.8 million (one -time consulting expense related to our core processor

outsourcing contract negotiation), insurance – other (FDIC insurance fees) of $0.7 million, processing fees of $0. 5 million, and

legal fees of $0.3 million. For comparison purposes, the service cost component of our pension plan expense is reflected in

associate benefit expense and the non-service component plus any settlement expenses are reflected in other expense. For 2023,

our total pension expense was $3.3 million compared to $5.7 million in 2022 which included $2.3 million in pension settlement

expense due to a higher level of retirements.

Our operating efficiency ratio (expressed as noninterest expense as a percent of taxable equivalent net interest income plus

noninterest income) was 70.30%, 67.99% and 75.62% in 2024, 2023 and 2022, respectively. The increase in this metric for 2024

was attributable to a higher level of noninterest expense and the decrease in this metric for 2023 was primarily driven by higher

taxable equivalent net interest income (refer to caption headed Net Interest Income and Margin). Expense management is an

important part of our culture and strategic focus. We will continue to review and evaluate opportunities to optimize our delivery

operations and invest in technology that provides favorable returns/scale and/or mitigates risk. The table below reflects the major

components of noninterest expense.

Table 5

NONINTEREST EXPENSE

(Dollars in Thousands)

2024

2023

2022

Salaries

84,639

79,278

74,590

Associate Benefits

16,082

14,509

16,929

Total Compensation

100,721

93,787

91,519

Premises

12,593

13,033

11,184

Equipment

15,389

14,627

13,390

Total Occupancy, net

27,982

27,660

24,574

Legal Fees

1,724

1,721

1,413

Professional Fees

6,311

6,245

5,437

Processing Services

8,411

6,984

6,534

Advertising

3,111

3,349

3,208

Travel and Entertainment

1,795

1,896

1,815

Telephone

2,857

2,729

2,851

Insurance – Other

3,137

3,120

2,409

Pension - Other

(1,675)

76

(3,043)

Pension Settlement (Gain) Charge

(291)

2,321

Other Real Estate, Net

(868)

(1,969)

(337)

Miscellaneous

11,809

11,716

12,933

Total Other Expense

36,612

35,576

35,541

Total Noninterest Expense

165,315

157,023

151,634

Significant components of noninterest expense are discussed in more detail below.

Compensation

. Compensation expense totaled $100.7 million in 2024 compared to $93.8 million in 2023, and $91.5 million in

2022. For 2024, the $6.9 million, or 7.4%, net increase reflected a $5.3 million increase in salary expense and a $1.6 million

increase in associate benefit expense. The increase in salary expense was primarily due to a $3.1 million decrease in realized loan

cost which is a credit offset to salary expense and reflected lower new loan volume and a $2.2 million increase in base salary

expense, primarily annual merit raises, which were partially offset by a $1.4 million decrease in commission expense driven by

lower residential mortgage volume. The unfavorable variance in other associate benefit expense was due to a $0.9 million

increase in associate insurance cost due to higher health insurance cost and a $0.6 million increase in stock compensation expense

attributable to a higher incentive pay-out.

For 2023, the $2.3 million, or 2.5%, net increase reflected an increase in salary expense of $4.7 million that was partially offset by

a decrease in associate benefit expense of $2.4 million. The increase in salary expense was primarily due to a $3.6 million

increase in base salaries, primarily the addition of staffing in new markets and annual merit, a $3.0 million decrease in realized

cost, and a $1.2 million increase in incentive expense, that were partially offset by a $3.3 million decrease in commission expense

which reflected lower residential loan originations and insurance policy sales in 2023. The decrease in associate benefit expense

reflected a $2.9 million decrease in pension plan service cost expense that was partially offset by a $0.5 million increase in

associate insurance expense attributable to higher premiums.

Occupancy

. Occupancy expense (including premises and equipment) totaled $28.0 million for 2024 compared to $27.7 million

for 2023, and $24.5 million for 2022. For 2024, the $0.3 million, or 1.2%, increase was attributable to an increase in maintenance

agreement expense, primarily for security upgrades and addition of interactive teller machines.

For 2023, the $3.1 million, or 12.6%, increase was primarily driven by the addition of four new banking offices in mid-to-late

2022 and early 2023, and, to a lesser extent higher expense for property insurance (increased premiums) and maintenance

agreements (network and security upgrades).

Other

. Other noninterest expense totaled $36.6 million in 2024 compared to $35.6 million in 2023 and $35.5 million in 2022.

For 2024, the $1.0 million variance in other expense was driven by a $1.1 million increase in other real estate expense and a $1.4

million increase in processing expense that were partially offset by a $1.4 million decrease in miscellaneous expense. The

increase in other real estate expense reflected a lower level of gains from the sale of banking offices in 2024. The increase in

processing expense reflected both inflationary increases on contract renewals and the outsourcing of our core processing system.

The decrease in miscellaneous expense was attributable to lower pension plan expense for the non-service related component of

the plan.

For 2023, the $0.1 million variance in other expense was primarily due to a $1.6 million decrease in other real estate expense

(gain from the sale of a banking office in 2023) and a $1.2 million decrease in miscellaneous expense (lower mortgage servicing

asset amortization of $1.0 million due to mid-2023 sale of servicing rights). Further, there was no pension settlement expense in

2023 whereas we realized $2.3 million in total pension settlement expense in 2022. These favorable variances were partially

offset by increases in pension – other expense (non-service component) of $2.8 million, professional fees of $0.8 million (one-

time consulting expense related to our core processor outsourcing contract negotiation), insurance – other (FDIC insurance fees)

of $0.7 million, processing fees of $0.5 million, and legal fees of $0.3 million.

Income Taxes

For 2024, we realized income tax expense of $13.9 million (effective rate of 21.2%) compared to $13.0 million (effective rate of

20.4%) for 2023 and $7.8 million (effective rate of 19.0%) for 2022. The increase in our effective tax rate in 2024 was primarily

attributable to a higher than projected Internal Revenue Code Section 162(m) limitation related to current and future

compensation and lower tax-exempt interest income. The increase in our effective tax rate in 2023 was attributable to a higher

level of consolidated income. The effective rate was further increased due to a lower level of pre-tax income from CCHL, in

relation to our consolidated income as the non-controlling interest adjustment for CCHL is accounted for as a permanent tax

adjustment. However, these increases were offset by additional solar tax credits earned in 2023.

Absent discrete items or new tax credit investments, we expect our annual effective tax rate to approximate 24% for 2025.

FINANCIAL CONDITION

Average assets totaled approximately $4.235 billion for 2024, a decrease of $44.1 million, or 1.0%, from 2023. Average earning

assets were approximately $3.898 billion for 2024, a decrease of $36.2 million, or 0.9%, from 2023. Compared to 2023, the

change in earning assets was primarily attributable to a $94.6 million decrease in investment securities that was partially offset by

a $50.1 million increase in loans HFI. We discuss these variances in more detail below.

Table 2 provides information on average balances and rates, Table 3 provides an analysis of rate and volume variances and Table

6 highlights the changing mix of our interest earning assets over the last three fiscal years.

Loans

For 2024, average loans HFI increased $50.1 million, or 1.9%, compared to an increase of $467.0 million, or 21.3%, in 2023.

Compared to 2023, the growth in average loans was primarily driven by increases in residential real estate loans of $146.6 million

and to a lesser degree, commercial mortgage real estate loans of $7.2 million, and HELOCs of $7.7 million, partially offset by

declines in other loan categories, with the largest decline occurring in consumer, primarily indirect auto loans, with a decrease of

$63.4 million.

Total loans HFI at December 31, 2024 totaled $2.652 billion, an $82.4 million decrease from December 31, 2023 that was largely

attributable to decreases in consumer, primarily indirect auto loans of $72.8 million, commercial mortgage real estate loans of

$46.4 million, and commercial loans of $36.0 million, partially offset by increases in residential real estate loans of $38.3 million,

construction real estate loans of $23.9 million, and HELOCs of $9.1 million. During 2024, indirect auto balances declined

gradually as we focused on reducing exposure to this loan segment which totaled $175.1 million at December 31, 2024 and

$248.0 million at December 31, 2023.

As part of our overall strategy, we will originate 1-4 family real estate secured adjustable-rate loans through CCHL, which

provides us a larger pool of loan origination opportunities, and in large part drove the aforementioned growth in residential real

estate loans. This loan volume can vary according to the direction of residential mortgage interest rates, and we expect that this

volume will remain relatively stable compared to 2024.

Expansion into the Northern Arc of Atlanta, Georgia (Cobb and Gwinnett Counties) and Walton County, Florida drove

incremental loan growth of approximately $34 million in 2024.

In 2024, average loans held for sale (“HFS”) decreased $28.2 million, or 50.8%, from 2023. Loans HFI and HFS as a percentage

of average earning assets increased to 70.1% in 2024 compared to 68.9% in 2023, primarily attributable to growth in loans HFI.

Table 6

SOURCES OF EARNING ASSET GROWTH

2023 to

Percentage

Components of

2024

of Total

Average Earning Assets

(Average Balances – Dollars In Thousands)

Change

Change

2024

2023

2022

Loans:

Loans HFS

(28,204)

(77.9)

0.7

1.4

1.2

Loans HFI:

Commercial, Financial, and Agricultural

(25,337)

(70.0)

5.3

5.9

6.0

Real Estate – Construction

(21,849)

(60.3)

5.3

5.8

5.4

Real Estate – Commercial Mortgage

7,167

19.8

21.0

20.7

17.6

Real Estate – Residential

144,028

397.6

26.3

22.5

12.3

Real Estate – Home Equity

7,723

21.3

5.5

5.2

4.9

Consumer

(61,665)

(170.3)

6.0

7.6

8.7

Total HFI Loans

50,067

138.2

69.4

67.7

54.9

Total Loans HFS and HFI

21,863

60.3

70.1

69.1

56.1

Investment Securities:

Taxable

(93,297)

(257.6)

23.7

25.8

27.5

Tax-Exempt

(1,351)

(3.7)

0.1

0.1

Total Securities

(94,648)

(261.3)

23.7

25.9

27.6

Federal Funds Sold and Interest Bearing Deposits

36,565

101.0

6.2

5.0

16.3

Total Earning Assets

(36,220)

100

100

100

100

Our average total loans (HFS and HFI)-to-deposit ratio was 76.0% in 2024, 73.9% in 2023, and 59.5% in 2022.

The composition of our HFI loan portfolio at December 31 for each of the past three years is shown in Table 7. Table 8 arrays

our HFI loan portfolio at December 31, 2024, by maturity period. As a percentage of the HFI loan portfolio, loans with fixed

interest rates represented 25.3% at December 31, 2024 compared to 29.1% at December 31, 2023. Higher residential real estate

adjustable-rate loan balances and lower commercial real estate mortgage adjustable-rate loan balances at December 31, 2024

drove the decrease in the percentage.

Table 7

LOANS HFI BY CATEGORY

(Dollars in Thousands)

2024

2023

2022

Commercial, Financial and Agricultural

189,208

225,190

247,362

Real Estate – Construction

219,994

196,091

234,519

Real Estate – Commercial Mortgage

779,095

825,456

782,557

Real Estate – Residential

1,042,504

1,004,219

749,513

Real Estate – Home Equity

220,064

210,920

208,217

Consumer

200,685

272,042

325,517

Total Loans HFI, Net of Unearned Income

2,651,550

2,733,918

2,547,685

Table 8

LOANS HFI MATURITIES

Maturity Periods

(Dollars in Thousands)

One Year

or Less

Over One

Through

Five Years

Five

Through

Fifteen

Years

Over

Fifteen

Years

Total

Commercial, Financial and Agricultural

26,853

125,574

33,748

3,033

189,208

Real Estate – Construction

133,469

56,927

2,187

27,411

219,994

Real Estate – Commercial Mortgage

52,388

110,989

330,684

285,034

779,095

Real Estate – Residential

26,847

17,967

124,374

873,316

1,042,504

Real Estate – Home Equity

1,667

9,244

45,964

163,189

220,064

Consumer

(1)

5,796

154,291

40,316

282

200,685

Total

247,020

474,992

577,273

1,352,265

2,651,550

Total Loans HFI with Fixed Rates

96,292

354,785

177,610

43,366

672,053

Total Loans HFI with Floating or Adjustable-Rates

150,728

120,207

399,663

1,308,899

1,979,497

Total

247,020

474,992

577,273

1,352,265

2,651,550

(1)

Demand loans and overdrafts are reported in the category of one year or less.

Credit Quality

Table 9 provides the components of nonperforming assets and various other credit quality and risk metrics at December 31 for the

last three fiscal years. Information regarding our accounting policies related to nonaccruals, past due loans, and financial

difficulty modifications is provided in Note 3 – Loans Held for Investment and Allowance for Credit Losses.

Nonperforming assets (nonaccrual loans and other real estate) totaled $6.7 million at December 31, 2024 compared to $6.2

million at December 31, 2023. At December 31, 2024 and December 31, 2023, nonperforming assets as a percent of total assets

equaled 0.15%. Nonaccrual loans totaled $6.3 million at December 31, 2024, a $0.1 million increase over December 31, 2023.

Further, classified loans totaled $19.9 million at December 31, 2024, a $2.3 million decrease from December 31, 2023.

Table 9

CREDIT QUALITY

(Dollars in Thousands)

2024

2023

2022

Nonaccruing Loans:

Commercial, Financial and Agricultural

37

311

41

Real Estate – Construction

322

17

Real Estate – Commercial Mortgage

566

909

645

Real Estate – Residential

3,127

2,990

239

Real Estate – Home Equity

1,782

999

771

Consumer

790

711

584

Total Nonaccruing Loans

6,302

6,242

2,297

Other Real Estate Owned

367

1

431

Total Nonperforming Assets

6,669

6,243

2,728

Past Due Loans 30 – 89 Days

4,311

6,855

7,829

Classified Loans

19,896

22,203

19,342

Nonaccruing Loans/Loans

0.24

0.23

0.09

Nonperforming Assets/Total Assets

0.15

0.15

0.06

Nonperforming Assets/Loans Plus OREO

0.25

0.23

0.11

Allowance/Nonaccruing Loans

464.14

479.70

1091.33

Nonaccrual Loans

. Nonaccrual loans totaled $6.3 million at December 31, 2024, a $0.1 million increase over December 31,

2023. Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due or management

deems the collectability of the principal and interest to be doubtful. Once a loan is placed in nonaccrual status, all previously

accrued and uncollected interest is reversed against interest income. Interest income on nonaccrual loans is recognized when the

ultimate collectability is no longer considered doubtful. Loans are returned to accrual status when the principal and interest

amounts contractually due are brought current or when future payments are reasonably assured. If interest on our loans classified

as nonaccrual during 2024 had been recognized on a fully accruing basis, we would have recorded an additional $0.3 million of

interest income for the year ended December 31, 2024.

Other Real Estate Owned

. OREO represents property acquired as the result of borrower defaults on loans or by receiving a deed

in lieu of foreclosure. OREO is recorded at the lower of cost or estimated fair value, less estimated selling costs, at the time of

foreclosure. Write-downs occurring at foreclosure are charged against the allowance for credit losses. On an ongoing basis,

properties are either revalued internally or by a third-party appraiser as required by applicable regulations. Subsequent declines in

value are reflected as other noninterest expense. Carrying costs related to maintaining the OREO properties are expensed as

incurred and are also reflected as other noninterest expense.

OREO totaled $0.4 million at December 31, 2024 versus $1,000 at December 31, 2023. During 2024, we added properties

totaling $1.0 million and sold properties totaling $0.6 million. For 2023, we added properties totaling $1.5 million and sold

properties totaling $1.9 million.

Modifications to Borrowers Experiencing Financial Difficulty

. Occasionally, we will modify loans to borrowers who are

experiencing financial difficulty. Loan modifications to borrowers in financial difficulty are loans in which we will grant an

economic concession to the borrower that we would not otherwise consider. In these instances, as part of a work-out alternative,

we will make concessions including the extension of the loan term, a principal moratorium, a reduction in the interest rate, or a

combination thereof. A modified loan classification can be removed if the borrower’s financial condition improves such that the

borrower is no longer in financial difficulty, the loan has not had any forgiveness of principal or interest, and the loan is

subsequently refinanced or restructured at market terms and qualifies as a new loan. At December 31, 2024, we maintained one

loan for $0.3 million that we modified due to the borrower experiencing financial difficulty.

Past Due Loans

. A loan is defined as a past due loan when one full payment is past due or a contractual maturity is over 30 days

past due. Past due loans at December 31, 2024 totaled $4.3 million compared to $6.9 million at December 31, 2023. Indirect

auto loans represented a large portion of the past due balances representing 56% and 76%, respectively, of the total dollars past

due at December 31, 2024 and December 31, 2023, respectively.

Potential Problem Loans

. Potential problem loans are defined as those loans which are now current but where management has

doubt as to the borrower’s ability to comply with present loan repayment terms. At December 31, 2024, we had $2.8 million in

loans of this type which were not included in either of the nonaccrual or 90 days past due loan categories compared to $3.4

million at December 31, 2023. Management monitors these loans closely and reviews their performance on a regular basis.

Loan Concentrations

. Loan concentrations exist when there are amounts loaned to multiple borrowers engaged in similar

activities which cause them to be similarly impacted by economic or other conditions and such amount exceeds 10% of our total

loans. Due to the lack of diversified industry within our markets and the relatively close proximity of the markets, we have both

geographic concentrations as well as concentrations in the types of loans funded. Specifically, due to the nature of our markets, a

significant portion of our HFI loan portfolio has historically been secured with real estate, approximately 85% at December 31,

2024 and 82% at December 31, 2023, with the increase driven by lower loan volume in 2024 for commercial and consumer

(indirect auto) loans and a higher volume of 1-4 family residential real estate loans originated in 2023 in comparison to other loan

types. The primary types of real estate collateral are commercial properties and 1-4 family residential properties.

We review our loan portfolio segments and concentration limits on an ongoing basis and will make adjustments as needed to

mitigate/reduce risk to segments that reflect decline or stress.

We

have established an internal lending limit of $10 million for the total aggregate amount of credit that will be extended to a

client and any related entities within our Board approved policies. This compares to our legal lending limit of approximately

$101 million.

The following table summarizes our real estate loan category as segregated by the type of property. Property type concentrations

are stated as a percentage of total real estate loans at December 31.

Table 10

REAL ESTATE LOANS BY PROPERTY TYPE

2024

2023

(Dollars in Thousands)

Investor Real

Estate

Owner

Occupied

Real Estate

Investor Real

Estate

Owner

Occupied

Real Estate

Vacant Land, Construction, and Land

Development

317,881

14.1

294,751

13.3

Improved Property

542,858

24.2

1,386,912

61.7

604,993

27.2

1,333,981

59.5

860,739

38.3

61.7

899,744

40.5

59.5

A major portion of our real estate loan segment is centered in the owner occupied category which carries a lower risk of non-

collection than certain segments of the investor category. The owner occupied category was approximately 62% of total real

estate loans at December 31, 2024 and 60% of total real estate loans at December 31, 2023. Further, investor real estate totaled

38% and 41% of total real estate loans at December 31, 2024 and December 31, 2023, respectively.

The table below further segments the investor real estate category for improved property.

Table 11

REAL ESTATE LOANS IMPROVED PROPERTY

DISTRIBUTION

(Dollars in Thousands)

2024

2023

Hotel/Motel

74,400

13.7

83,108

13.7

Gas Station/C-Store

7,628

1.4

9,640

1.6

Industrial/Warehouse

30,427

5.6

31,710

5.3

Multi-Family

49,295

9.1

72,677

12.0

Office

45,541

8.4

49,245

8.1

Retail & Shopping Centers

116,402

21.4

119,873

19.8

Commercial Condos

867

0.2

2,204

0.4

Other

32,022

5.9

35,766

5.9

Total Improved Property

356,582

65.7

404,223

66.8

Non-Owner Occupied 1-4 Residential

186,276

34.3

200,770

33.2

Total Investor Real Estate Improved Property

542,858

100

604,993

100

Allowance for Credit Losses

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net

amount expected to be collected on the loans. The allowance for credit losses is adjusted by a credit loss provision which is

reported in earnings and reduced by the charge-off of loan amounts, net of recoveries. Loans are charged off against the

allowance when management believes the uncollectability of a loan balance is confirmed. Expected recoveries do not exceed the

aggregate of amounts previously charged-off and expected to be charged-off. Expected credit loss inherent in non-cancellable

off-balance sheet credit exposures is provided through the credit loss provision, but recorded separately in other liabilities.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to

past events, current conditions, and reasonable and supportable forecasts. Historical loan default and loss experience provides the

basis for the estimation of expected credit losses. Adjustments to historical loss information incorporate management’s view of

current conditions and forecasts.

Detailed information regarding the methodology for estimating the amount reported in the allowance for credit losses is provided

in Note 1 – Significant Accounting Policies/Allowance for Credit Losses in the Consolidated Financial Statements.

Note 3 – Loans Held for Investment and Allowance for Credit Losses in the Consolidated Financial Statements provides the

activity in the allowance and the allocation by loan type for each of the past three fiscal years.

At December 31, 2024, the allowance for credit losses for HFI loans totaled $29.2 million compared to $29.9 million at December

31, 2023 and $25.1 million at December 31, 2022. The $0.7 million decrease in the allowance in 2024 reflected a credit loss

provision of $5.0 million and net loan charge-offs of $5.7 million. The $4.8 million increase in the allowance in 2023 reflected a

credit loss provision of $9.6 million and net loan charge -offs of $4.7 million. The decrease in the allowance in 2024 was

primarily attributable to lower new loan volume and loan balances and favorable loan migration. The increase in the allowance in

2023 was primarily attributable to incremental allowance related to loan growth, primarily residential real estate, and slower

prepayment speeds (due to higher interest rates).

For 2024, we realized net loan charge-offs of $5.7 million, or 0.21%, of average HFI loans, compared to net loan charge -offs of

$4.7 million, or 0.18%, for 2023, and net loan recoveries of $3.9 million, or 0.18%, for 2022. Consumer (indirect auto) net loan

charge-offs represented 62%, 76%, and 43% of total net loan charge-offs for the same respective years. Further, indirect auto net

loan charge-offs represented approximately 1.68% of average indirect auto loans in 2024, 1.31% in 2023, and 0.53% in 2022 .

Beginning in 2022 we began reducing our exposure to this loan segment.

At December 31, 2024, the allowance for credit losses represented 1.10% of HFI loans and provided coverage of 464% of

nonperforming loans compared to 1.10% and 480%, respectively, at December 31, 2023 and 0.98% and 1,091%, respectively, at

December 31, 2022.

Table 11 further segments the allocation of allowance for credit losses at December 31 for each of the last three fiscal years.

Table 11

ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES

2024

2023

2022

(Dollars in Thousands)

ACL

Amount

Percent of

Loans to

Total Loans

ACL

Amount

Percent of

Loans to

Total Loans

ACL

Amount

Percent of

Loans to

Total Loans

Commercial, Financial and Agricultural

1,514

7.1

1,482

8.2

1,506

9.7

Real Estate:

Construction

2,384

8.3

2,502

7.2

2,654

9.2

Commercial

5,867

29.4

5,782

30.2

4,815

30.7

Residential

14,568

39.3

15,056

36.7

10,741

29.4

Home Equity

1,952

8.3

1,818

7.7

1,864

8.2

Consumer

2,966

7.6

3,301

10.0

3,488

12.8

Total

29,251

100

29,941

100

25,068

100

Investment Securities

Our average investment portfolio balance was $924 million in 2024, $1.019 billion in 2023, and $1.102 billion in 2022. As a

percentage of average earning assets, our investment portfolio represented 23.7% in 2024, compared to 25.9% in 2023, and 27.6%

in 2022. For both year-over-year comparisons, the decline in the investment portfolio was attributable to a portion of our

investment cash flow not being reinvested to support loan growth. In, 2025, we plan to reinvest cash flow from the investment

portfolio as appropriate given loan demand and other liquidity management strategies.

For 2024, average taxable investments decreased $93.3 million, or 9.2%, while tax-exempt investments decreased $1.4 million, or

61.4%. Both taxable and non-taxable bonds decreased as part of our overall investment strategy to allow a majority of our

investments to run off in order to fund loan growth. At December 31, 2024, municipal securities (taxable and non-taxable)

comprised 4.0% of the portfolio.

Our investment portfolio is a significant component of our operations and, as such, it functions as a key element of liquidity and

asset/liability management. Two types of classifications are approved for investment securities which are Available -for-Sale

(“AFS”) and Held-to-Maturity (“HTM”). For 2024 and 2023, we maintained securities under both the AFS and HTM

designations. At December 31, 2024, $403.3 million, or 41.5%, of our investment portfolio was classified as AFS, with $567.2

million, or 58.3%, classified as HTM, and $2.4 million, or 0.2%, classified as equity securities. At December 31, 2023, $337.9

million, or 35.1%, of our investment portfolio was classified as AFS, with $625.0 million, or 64.7%, classified as HTM and $3.5

million, or 0.2%, classified as equity securities. In the third quarter of 2022, U.S. Treasury obligations totaling $168.4 million

with unrealized losses of $9.4 million were transferred from AFS to HTM. At December 31, 2024, $1.3 million was remaining in

unrealized losses for these securities.

Table 12 provides the composition of our investment securities portfolio at December 31 for each of the last three fiscal years.

Table 12

INVESTMENT SECURITIES COMPOSITION

2024

2023

2022

(Dollars in Thousands)

Carrying

Amount

Percent

Carrying

Amount

Percent

Carrying

Amount

Percent

Available for Sale

U.S. Government Treasury

105,801

10.9

24,679

2.6

22,050

2.1

U.S. Government Agency

143,127

14.8

145,034

15.0

186,052

17.3

States and Political Subdivisions

39,382

4.0

39,083

4.0

40,329

3.8

Mortgage-Backed Securities

55,477

5.7

63,303

6.6

69,405

6.5

Corporate Debt Securities

51,462

5.3

57,552

6.0

88,236

8.2

Other Securities

8,096

0.8

8,251

0.9

7,222

0.6

Total

403,345

41.5

337,902

35.1

413,294

38.5

Held to Maturity

U.S. Government Treasury

368,005

37.8

457,681

47.4

457,374

42.6

Mortgage-Backed Securities

199,150

20.5

167,341

17.3

203,370

18.9

Total

567,155

58.3

625,022

64.7

660,744

61.5

Other Equity Securities

2,399

0.2

3,450

0.2

10

Total Investment Securities

972,899

100

966,374

100

1,074,048

100

The classification of a security is determined upon acquisition based on how the purchase will affect our asset/liability strategy

and future business plans and opportunities. Classification determinations will also factor in regulatory capital requirements,

volatility in earnings or other comprehensive income, and liquidity needs. Securities in the AFS portfolio are recorded at fair

value with unrealized gains and losses associated with these securities recorded net of tax, in the accumulated other

comprehensive loss component of shareowners’ equity. Securities designated as HTM are those acquired or owned with the

intent of holding them to maturity (final payment date). HTM investments are measured at amortized cost. It is neither

management’s current intent nor practice to participate in the trading of investment securities for the purpose of recognizing gains

and therefore we do not maintain a trading portfolio.

At December 31, 2024, there were 856 positions (combined AFS and HTM) with pre-tax unrealized losses totaling $48.4 million.

The Government National Mortgage Association mortgage-backed securities, U.S. Treasuries, and SBA securities held carry the

full faith and credit guarantee of the U.S. Government and are deemed to be 0% risk-weighted assets. Other mortgage-backed

securities held (Federal National Mortgage Association and Federal Home Loan Mortgage Corporation) are issued by U.S.

Government sponsored entities. Direct obligations of U.S. Government agencies (Federal Farm Credit Bank and Federal Home

Loan Bank of Atlanta) are also owned. We believe the long history of no credit losses on government securities indicates that the

expectation of nonpayment of the amortized cost basis is zero. A large portion of the SBA securities float monthly or quarterly

with the prime rate and are uncapped. The remaining positions owned are municipal and corporate bonds. At December 31,

2024, 48 corporate bond positions had a total allowance for credit loss of $64,000 and 31 municipal bond positions had a total

allowance for credit loss of $3,000. All of these positions maintain an overall rating of at least “BBB+”, and all are expected to

mature at par.

The average maturity of our investment portfolio at December 31, 2024 was 2.54 years, with a duration of 2.19 compared to 2.91

years and 2.53, respectively, at December 31, 2023. The average life of our investment portfolio decreased primarily due to the

natural aging of the portfolio in conjunction with a portion of the cash flow from the investment portfolio not being reinvested in

order to fund loan growth.

The weighted average taxable equivalent yield of our investment portfolio at December 31, 2024 was 2.41% versus 2.02% in

2023. This increase in yield reflected a favorable reinvestment rate on securities purchased in 2024. Our bond portfolio contained

no investments in obligations, other than U.S. Governments, of any state, municipality, political subdivision, or any other issuer

that exceeded 10% of our shareowners’ equity at December 31, 2024.

Table 13 and Note 2 in the Notes to Consolidated Financial Statements present a detailed analysis of our investment securities as

to type, maturity, unrealized losses, and yield at December 31.

Table 13

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

Within 1 year

1 - 5 years

5 - 10 years

After 10 years

Total

(Dollars in

Thousands)

Amount

WAY

(3)

Amount

WAY

(3)

Amount

WAY

(3)

Amount

WAY

(3)

Amount

WAY

(3)

Available for Sale

U.S. Government

Treasury

11,776

1.73

94,025

3.80

105,801

3.65

U.S. Government

Agency

15,894

0.98

114,961

3.06

12,272

5.41

143,127

3.03

States and Political

Subdivisions

6,463

0.92

23,248

1.51

9,671

1.97

39,382

1.54

Mortgage-Backed

Securities

(1)

1

3.83

10,735

1.49

44,741

2.43

55,477

2.26

Corporate Debt

Securities

3,645

1.49

35,370

1.76

12,447

2.01

51,462

1.81

Other Securities

(2)

8,096

6.51

8,096

6.51

Total

37,779

1.48

278,339

2.98

79,131

2.77

8,096

6.51

403,345

2.83

Held to Maturity

U.S. Government

Treasury

238,506

1.68

129,499

1.79

368,005

1.72

Mortgage-Backed

Securities

(1)

3,574

2.54

171,426

2.68

24,150

3.97

199,150

2.84

Total

242,080

1.69

300,925

2.30

24,150

3.97

567,155

2.11

Equity Securities

2,399

0.35

2,399

0.35

Total Investment

Securities

279,859

1.66

579,264

2.63

103,281

3.05

10,495

6.51

972,899

2.41

(1)

Based on weighted-average maturity.

(2)

Federal Home Loan Bank Stock and Federal Reserve Bank Stock are included in this category for weighted average yield, but do not have stated maturities.

(3)

Weighted average yield ("WAY") calculated based on current amortized cost balances – not presented on a tax equivalent basis.

Deposits

Average total deposits for 2024 were $3.597 billion, a decrease of $72.2 million, or 2.0%, from 2023. Average deposits

decreased $93.7 million, or 2.5%, in 2023.

For both year-over-year periods, the decline was experienced in noninterest bearing

deposits and savings accounts, partially offset by increases in balances of NOW accounts, money market accounts and certificates

of deposit. Our public funds balances have historically realized

growth in the fourth quarter of the year when municipalities

collect tax receipts and will be at a seasonal low in the third quarter. At December 31, 2024, public funds balances totaled $660.9

million and at December 31, 2023, totaled $709.8 million.

At December 31, 2024, total deposits were $3.672 billion, a decrease of $29.8 million, or 0.8%, from December 31, 2023. The

decrease from December 31, 2023 was driven by lower noninterest bearing, NOW, and savings account balances that were

partially offset by higher money market accounts and certificate of deposit balances which reflected the re-mix in balances during

2024. Core deposit balances (total deposits less public funds) increased $21.9 million over December 31, 2023.

Although the overnight funds rate was lowered in the second half of 2024 by 100 basis points to a target range of 4.25%-4.50%,

the overall rate environment remains higher than early 2022 when the overnight funds rate was 0.00%-0.25%. As a result in

2024, we continued to see a shift in mix out of noninterest bearing accounts into interest bearing accounts, primarily money

market accounts and certificates of deposit. We have several strategies in place to protect core deposits and mitigate deposit run-

off, and we will continue to closely monitor several metrics such as the sensitivity of our clients to our deposit rates, our overall

liquidity position, and competitor rates when pricing deposits. This strategy is consistent with previous rate cycles and allows us

to manage the mix of our deposits as well as the overall client relationship rather than competing solely on rate.

Table 2 provides an analysis of our average deposits, by category, and average rates paid thereon for each of the last three fiscal

years. Table 14 reflects the shift in our deposit mix over the last year and Table 15 provides a maturity distribution of time

deposits in denominations of $250,000 and over at December 31, 2024. For 2024, noninterest bearing deposits represented 37.2%

of total average deposits. This compares to 41.1% in 2023 and 44.9% in 2022.

Table 14

SOURCES OF DEPOSIT GROWTH

2023 to

Percentage

Components of

2024

of Total

Total Deposits

(Average Balances - Dollars in Thousands)

Change

Change

2024

2023

2022

Noninterest Bearing Deposits

(171,056)

(237.0)

37.2

41.1

44.9

NOW Accounts

11,101

15.4

32.9

32.0

28.3

Money Market Accounts

101,083

140.1

11.1

8.2

7.5

Savings Accounts

(73,164)

(101.4)

14.4

16.1

16.7

Time Deposits

59,862

82.9

4.4

2.6

2.6

Total Deposits

(72,174)

100

100

100

100

Table 15

MATURITY DISTRIBUTION OF CERTIFICATES OF DEPOSITS GREATER THAN $250,000

2024

(Dollars in Thousands)

Certificates

of Deposit

Percent

Three months or less

26,846

51.3

Over three through six months

15,141

28.9

Over six through 12 months

2,658

5.1

Over 12 months

7,677

14.7

Total

52,322

100

Market Risk and Interest Rate Sensitivity

Overview.

Market risk arises from changes in interest rates, exchange rates, commodity prices, and equity prices. We have risk

management policies designed to monitor and limit exposure to market risk and we do not participate in activities that give rise to

significant market risk involving exchange rates, commodity prices, or equity prices. In asset and liability management activities,

our policies are designed to minimize structural interest rate risk.

Interest Rate Risk Management.

Our net income is largely dependent on net interest income. Net interest income is susceptible to

interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning

assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant

increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or

reprice more quickly than interest-bearing liabilities, falling market interest rates could result in a decrease in net interest

income. Net interest income is also affected by changes in the portion of interest-earning assets that are funded by interest-

bearing liabilities rather than by other sources of funds, such as noninterest -bearing deposits and shareowners’ equity.

We have established what we believe to be a comprehensive interest rate risk management policy, which is administered by

management’s Asset Liability Management Committee (“ALCO”). The policy establishes limits of risk, which are quantitative

measures of the percentage change in net interest income (a measure of net interest income at risk) and the fair value of equity

capital (a measure of economic value of equity (“EVE”) at risk) resulting from a hypothetical change in interest rates for

maturities from one day to 30 years. We measure the potential adverse impacts that changing interest rates may have on our

short-term earnings, long-term value, and liquidity by employing simulation analysis through the use of computer modeling. The

simulation model captures optionality factors such as call features and interest rate caps and floors imbedded in investment and

loan portfolio contracts. As with any method of gauging interest rate risk, there are certain shortcomings inherent in the interest

rate modeling methodology used by us. When interest rates change, actual movements in different categories of interest-earning

assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may deviate significantly

from assumptions used in the model. Finally, the methodology does not measure or reflect the impact that higher rates may have

on adjustable-rate loan clients’ ability to service their debts, or the impact of rate changes on demand for loan and deposit

products.

The statement of financial condition is subject to testing for interest rate shock possibilities to indicate the inherent interest rate

risk. We prepare a current base case and several alternative interest rate simulations (+/- 100, 200, 300, and 400 basis points

(bp)), at least once per quarter, and report the analysis to ALCO, our Market Risk Oversight Committee (“MROC”), our Risk

Oversight Committee (“ROC”) and the Board of Directors. We augment our interest rate shock analysis with alternative interest

rate scenarios on a quarterly basis that may include ramps, parallel shifts, and a flattening or steepening of the yield curve (non-

parallel shift). In addition, more frequent forecasts may be produced when interest rates are particularly uncertain or when other

business conditions so dictate.

Our goal is to structure the statement of financial condition so that net interest earnings at risk over 12-month and 24-month

periods and the economic value of equity at risk do not exceed policy guidelines at the various interest rate shock levels. We

attempt to achieve this goal by balancing, within policy limits, the volume of floating-rate liabilities with a similar volume of

floating-rate assets, by keeping the average maturity of fixed-rate asset and liability contracts reasonably matched, by managing

the mix of our core deposits, and by adjusting our rates to market conditions on a continuing basis.

Analysis.

Measures of net interest income at risk produced by simulation analysis are indicators of an institution’s short-term

performance in alternative rate environments. These measures are typically based upon a relatively brief period, and do not

necessarily indicate the long-term prospects or economic value of the institution.

Table 16

ESTIMATED CHANGES IN NET INTEREST INCOME

Percentage Change (12-month shock)

+400 bp

+300 bp

+200 bp

+100 bp

-100 bp

-200 bp

-300 bp

-400 bp

Policy Limit

-15.0

-12.5

-10.0

-7.5

-7.5

-10.0

-12.5

-15.0

December 31, 2024

15.4

11.5

7.6

3.9

-4.3

-9.0

-14.3

-19.9

December 31, 2023

3.0

2.1

1.3

0.7

-1.2

-3.6

-7.5

-12.8

Percentage Change (24-month shock)

+400 bp

+300 bp

+200 bp

+100 bp

-100 bp

-200 bp

-300 bp

-400 bp

Policy Limit

-17.5

-15.0

-12.5

-10.0

-10.0

-12.5

-15.0

-17.5

December 31, 2024

40.8

32.9

24.8

17.1

0.1

-9.8

-20.9

-31.6

December 31, 2023

29.5

24.4

19.3

14.8

4.1

-3.5

-12.9

-23.6

The Net Interest Income at risk position was more favorable at December 31, 2024 compared to December 31, 2023 for the 12-

month and 24-month shocks for the rising rate scenarios and less favorable in the falling rate scenarios. Further, we are slightly

more asset sensitive at December 31, 2024 as compared to December 31, 2023 due to a higher level of variable rate overnight

funds and slightly lower loan balances.

Net Interest Income at risk is within our prescribed policy limits over both the 12-month and 24-month periods for all rate

scenarios with the exception of the down 300 bps and down 400 bps scenario primarily due to our limited ability to lower our

deposit rates relative to the decline in market rate for those scenarios. Given that our average nonmaturity deposit rate is less than

1.00%, a shock down 300 bps or down 400 bps scenario is more impactful to asset yields than deposit rates.

The measures of equity value at risk indicate our ongoing economic value by considering the effects of changes in interest rates

on all of our cash flows by discounting the cash flows to estimate the present value of assets and liabilities. The difference

between these discounted values of the assets and liabilities is the economic value of equity, which in theory approximates the fair

value of our net assets.

Table 17

ESTIMATED CHANGES IN ECONOMIC VALUE OF EQUITY

Changes in Interest Rates

+400 bp

+300 bp

+200 bp

+100 bp

-100 bp

-200 bp

-300 bp

-400 bp

Policy Limit

-30.0

-25.0

-20.0

-15.0

-15.0

-20.0

-25.0

-30.0

December 31, 2024

30.7

24.4

17.0

9.0

-17.2

-23.7

-35.1

-42.2

December 31, 2023

12.9

10.7

7.8

4.4

-6.4

-14.0

-23.6

-27.8

EVE Ratio (policy minimum 5.0%)

30.6

28.6

26.5

24.3

17.8

16.2

13.5

11.9

At December 31, 2024, the economic value of equity was favorable in all rising rate scenarios and unfavorable in the falling rate

scenarios. EVE was within prescribed tolerance levels as the EVE ratio (EVE/EVA) in all rate scenarios is greater than 5.0%.

Factors that can impact EVE values include the absolute level of rates, the overall structure of the balance sheet (including

liquidity levels), pre-payment speeds, loan floors, and the change of model assumptions.

As the interest rate environment and the dynamics of the economy continue to change, additional simulations will be analyzed to

address not only the changing rate environment, but also the changing statement of financial condition mix, measured over

multiple years, to help assess the risk to the Company.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

In general terms, liquidity is a measurement of our ability to meet our cash needs. Our objective in managing our liquidity is to

maintain our ability to fund loan commitments, purchase securities, accommodate deposit withdrawals or repay other liabilities in

accordance with their terms, without an adverse impact on our current or future earnings. Our liquidity strategy is guided by

policies that are formulated and monitored by our ALCO and senior management, and which take into account the marketability

of assets, the sources and stability of funding and the level of unfunded commitments. We regularly evaluate all of our various

funding sources with an emphasis on accessibility, stability, reliability, and cost-effectiveness. For 2024 and 2023, our principal

source of funding was client deposits, supplemented by our short-term and long-term borrowings, primarily from our trust-

preferred securities, securities sold under repurchase agreements, federal funds purchased, and FHLB borrowings. We believe

that the cash generated from operations, our borrowing capacity and our access to capital resources are sufficient to meet our

future operating capital and funding requirements.

At December 31, 2024, we had the ability to generate approximately $1.535 billion (excludes overnight funds position of $321

million) in additional liquidity through various sources, including various Federal Home Loan Bank borrowings, the Federal

Reserve Discount Window, federal funds purchased lines, and brokered deposits. We recognize the importance of maintaining

liquidity and have developed a Contingent Liquidity Plan, which addresses various liquidity stress levels and our response and

action based on the level of severity. We periodically test our credit facilities for access to the funds, but also understand that as

the severity of the liquidity level increases certain credit facilities may no longer be available. We conduct quarterly liquidity

stress tests and the results are reported to ALCO, MROC, ROC and the Board of Directors. We believe the liquidity available to

us is sufficient to meet our ongoing needs.

We also view our investment portfolio as a liquidity source and have the option to pledge securities in our portfolio as collateral

for borrowings or deposits, and/or to sell selected securities. Our portfolio consists of debt issued by the U.S. Treasury, U.S.

governmental agencies, municipal governments, and corporate entities. At December 31, 2024, the weighted-average maturity

and duration of our portfolio were 2.54 years and 2.19, respectively, and the AFS portfolio had a net unrealized tax-effected loss

of $19.2 million.

Our average net overnight funds sold position (defined as funds sold plus interes t-bearing deposits with other banks less funds

purchased) was $239.7 million in 2024 compared to an average net overnight funds sold position of $203.1 million in 2023. The

increase was primarily attributable to a decline in investment security balance .

We expect capital expenditures over the next 12 months to be approximately $10.0 million, which will consist primarily of

technology purchases for banking offices, office leasehold improvements, business applications, and information technology

security needs as well as furniture and fixtures and banking office remodels. We expect that these capital expenditures will be

funded with existing resources without impairing our ability to meet our ongoing obligations.

Borrowings

Average short -term borrowings decreased $12.2 million compared to 2023 primarily attributable to a $19.2 million decrease in

warehouse line of credit borrowings, which reflected lower utilization of our line to support loans held for sale which was

partially offset by a $7.1 million increase in repurchase agreement balances (business deposit accounts classified as repurchase

agreements). Additional detail on these warehouse borrowings is provided in Note 4 – Mortgage Banking Activities in the

Consolidated Financial Statements.

At December 31, 2024, advances from the FHLB totaled $0.1 million comprised of one note. FHLB advances are collateralized

by a floating lien on certain 1-4 family residential mortgage loans, commercial real estate mortgage loans, and home equity

mortgage loans.

We have issued two junior subordinated deferrable interest notes to wholly owned Delaware statutory trusts. The first note for

$30.9 million was issued to CCBG Capital Trust I in November 2004, of which $10 million was retired in April 2016. The

second note for $32.0 million was issued to CCBG Capital Trust II in May 2005. The interest payment for the CCBG Capital

Trust I borrowing is due quarterly and adjusts quarterly to a variable rate of three-month CME Term SOFR (secured overnight

financing rate) plus a margin of 1.90%. This note matures on December 31, 2034. The interest payment for the CCBG Capital

Trust II borrowing is due quarterly and adjusts quarterly to a variable interest rate based on three-month CME Term SOFR plus a

margin of 1.80%. This note matures on June 15, 2035. The proceeds from these borrowings were used to partially fund

acquisitions. Under the terms of each junior subordinated deferrable interest note, in the event of default or if we elect to defer

interest on the note, we may not, with certain exceptions, declare or pay dividends or make distributions on our capital stock or

purchase or acquire any of our capital stock. In the second quarter of 2020, we entered into a derivative cash flow hedge of our

interest rate risk related to our subordinated debt. The notional amount of the derivative is $30 million ($10 million of the CCBG

Capital Trust I borrowing and $20 million of the CCBG Capital Trust II borrowing). Under the swap arrangement, CCBG will

pay a fixed interest rate of 2.50% and receive a variable interest rate based on three-month CME Term SOFR. Additional detail

on the interest rate swap agreement is provided in Note 5 – Derivatives in the Consolidated Financial Statements.

See Note 11 – Short Term Borrowings and Note 12 – Long Term Borrowings in the Notes to Consolidated Financial Statements

for additional information on borrowings.

In the ordinary course of business, we have entered into contractual obligations and have made other commitments to make future

payments. Refer to the accompanying notes to consolidated financial statements elsewhere in this report for the expected timing

of such payments as of December 31, 2024. These include payments related to (i) long-term borrowings (Note 12 – Long-Term

Borrowings), (ii) short-term borrowings (Note 11 – Short-Term Borrowings), (iii) operating leases (Note 7 – Leases), (iv) time

deposits with stated maturities (Note 10 – Deposits), and (v) commitments to extend credit and standby letters of credit (Note 21 –

Commitments and Contingencies).

Capital Resources

Shareowners’ equity was $495.3 million at December 31, 2024 compared to $440.6 million at December 31, 2023. For 2024,

shareowners’ equity was positively impacted by net income attributable to common shareowners of $52.9 million, a net $15.7

million decrease in the accumulated other comprehensive loss, the issuance of stock of $3.1 million, and stock compensation

accretion of $1.9 million. The net favorable change in accumulated other comprehensive loss reflected a $10.1 million decrease

in the pension plan loss from the year-end re-measurement of the plan and a $5.6 million decrease in the investment securities

loss. Shareowners’ equity was reduced by common stock dividends of $14.9 million ($0.88 per share), the repurchase of stock of

$2.3 million (82,540 shares), net adjustments totaling $1.4 million related to transactions under our stock compensation plans, and

a $0.3 million reclassification from temporary equity.

Additional historical information on capital changes is provided in the Consolidated Statements of Changes in Shareowners’

Equity in the Consolidated Financial Statements.

We continue to maintain a strong capital position. The ratio of shareowners' equity to total assets at December 31, 2024 was

11.45% compared to 10.24% at December 31, 2023. Further, our tangible common equity ratio was 9.51% (non-GAAP financial

measure) at December 31, 2024 compared to 8.26% at December 31, 2023. If our unrealized HTM securities losses of $16.0

million (after-tax) were recognized in accumulated other comprehensive loss, our adjusted tangible capital ratio would be 9.14%.

The improvement in the ratios in 2024 was primarily attributable to strong earnings and decreases in the unrealized loss on AFS

securities and the unfunded pension liability, both of which are recognized in accumulated other comprehensive loss.

We are subject to regulatory risk-based capital requirements that measure capital relative to risk-weighted assets and off-balance

sheet financial instruments. At December 31, 2024, our total risk-based capital ratio was 18.64% compared to 16.57% at

December 31, 2023. Our common equity tier 1 capital ratio was 15.54% and 13.52%, respectively, on these dates. Our leverage

ratio was 11.05% and 10.30%, respectively, on these dates. For a detailed discussion of our regulatory capital requirements, refer

to the “Regulatory Considerations – Capital Regulations” section on page 17. See Note 17 in the Notes to Consolidated Financial

Statements for additional information as to our capital adequacy.

At December 31, 2024, our common stock had a book value of $29.11 per diluted share compared to $25.92 at December 31,

2023. Book value is impacted by the net unrealized gains and losses on investment securities. At December 31, 2024, the net

unrealized loss was $20.2 million compared to an unrealized loss of $25.7 million at December 31, 2023. Book value is also

impacted by the recording of our unfunded pension liability through other comprehensive income in accordance with Accounting

Standards Codification Topic 715. At December 31, 2024, the net pension asset reflected in accumulated other comprehensive

loss was $9.7 million compared to a net pension liability of $0.4 million at December 31, 2023. The favorable adjustment for the

pension plan was primarily attributable to a higher than estimated return on plan assets in 2024 and a higher discount rate used to

determine the plan liability at December 31, 2024.

In January 2024, our Board of Directors authorized the Capital City Bank Group, Inc. Share Repurchase Program (“the

Program”), effective February 1, 2024, which authorizes the repurchase of up to 750,000 shares of our outstanding common stock

over a five-year period. Under the Program, shares may be repurchased by the Company from time to time in the open market or

in privately negotiated transactions, as market conditions warrant; however, the Program does not obligate the Company to

repurchase any specified number of shares. We purchased (i) 73,349 shares under the Program in 2024 at an average price of

$28.03 per share and (ii) 9,101 shares in January 2024 at an average price of $29.47 per share under a substantially similar

repurchase plan that was authorized in 2019 and expired in 2024. There are 676,561 shares remaining for purchase under the

Program.

Dividends

Adequate capital and financial strength are paramount to our stability and the stability of CCB. Cash dividends declared and paid

should not place unnecessary strain on our capital levels. When determining the level of dividends, the following factors are

considered:

Compliance with state and federal laws and regulations;

Our capital position and our ability to meet our financial obligations;

Projected earnings and asset levels; and

The ability of the Bank and us to fund dividends.

OFF-BALANCE SHEET ARRANGEMENTS

We are a party to financial instruments with off-balance sheet risks in the normal course of business to meet the financing needs

of our clients. See Note 21 in the Notes to Consolidated Financial Statements.

If commitments arising from these financial instruments continue to require funding at historical levels, management does not

anticipate that such funding will adversely impact our ability to meet on-going obligations. In the event these commitments

require funding in excess of historical levels, management believes current liquidity, investment security maturities, available

advances from the FHLB and Federal Reserve Bank, and warehouse lines of credit provide a sufficient source of funds to meet

these commitments.

In conjunction with the sale and securitization of loans held for sale and their related servicing rights, we may be exposed to

liability resulting from recourse, repurchase, and make-whole agreements. If it is determined subsequent to our sale of a loan or

its related servicing rights that a breach of the representations or warranties made in the applicable sale agreement has occurred,

which may include guarantees that prepayments will not occur within a specified and customary time frame, we may have an

obligation to either (a) repurchase the loan for the unpaid principal balance, accrued interest, and related advances; (b) indemnify

the purchaser against any loss it suffers; or (c) make the purchaser whole for the economic benefits of the loan and its related

servicing rights.

Our repurchase, indemnification and make-whole obligations vary based upon the terms of the applicable agreements, the nature

of the asserted breach, and the status of the mortgage loan at the time a claim is made. We establish reserves for estimated losses

of this nature inherent in the origination of mortgage loans by estimating the losses inherent in the population of all loans sold

based on trends in claims and actual loss severities experienced. The reserve will include accruals for probable contingent losses

in addition to those identified in the pipeline of claims received. The estimation process is designed to include amounts based on

actual losses experienced from actual activity.

ACCOUNTING POLICIES

Critical Accounting Policies and Estimates

The consolidated financial statements and accompanying Notes to Consolidated Financial Statements are prepared in accordance

with accounting principles generally accepted in the United States of America, which require us to make various estimates and

assumptions (see Note 1 in the Notes to Consolidated Financial Statements). We believe that, of our significant accounting

policies, the following may involve a higher degree of judgment and complexity.

Allowance for Credit Losses

. The amount of the allowance for credit losses represents managemen t’s best estimate of current

expected credit losses considering available information, from internal and external sources, relevant to assessing exposure to

credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience,

current conditions, and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the

estimation of expected credit losses, adjustments to historical loss information may be made for changes in loan risk grades, loss

experience trends, loan prepayment trends, differences in current portfolio-specific risk characteristics, environmental conditions,

future expectations, or other relevant factors. While management utilizes its best judgment and information available, the

ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the

performance of our portfolios, the economy, changes in interest rates, and the view of the regulatory authorities toward

classification of assets. Detailed information on the Allowance for Credit Losses valuation, and the assumptions used are provided

in Note 1 – Significant Accounting Policies of the Notes to Consolidated Financial Statements.

Goodwill

. Goodwill represents the excess of the cost of acquired businesses over the fair value of their identifiable net

assets. We perform an impairment review on an annual basis or more frequently if events or changes in circumstances indicate

that the carrying value may not be recoverable. Adverse changes in the economic environment, declining operations, or other

factors could result in a decline in the estimated implied fair value of goodwill. If the estimated implied fair value of goodwill is

less than the carrying amount, a loss would be recognized to reduce the carrying amount to the estimated implied fair value.

We evaluate goodwill for impairment on an annual basis. Accounting Standards Update 2017-04, Intangibles – Goodwill and

Other (Topic 350): Simplifying Accounting for Goodwill Impairment allows for a qualitative assessment of goodwill impairment

indicators. If the assessment indicates that impairment has more than likely occurred, the Company must compare the estimated

fair value of the reporting unit to its carrying amount. If the carrying amount of the reporting unit exceeds its estimated fair value,

an impairment charge is recorded equal to the excess.

During the fourth quarter of 2024, we performed our annual impairment testing. We proceeded with qualitative assessment by

evaluating impairment indicators and concluded there were none that indicated that goodwill impairment had occurred.

Pension Assumptions

We have a defined benefit pension plan for the benefit of a portion of our associates. On December 30,

2019, the plan was amended to remove plan eligibility for new associates hired after December 31, 2019. Our funding policy

with respect to the pension plan is to contribute, at a minimum, amounts sufficient to meet minimum funding requirements as set

by law. Pension expense is determined by an external actuarial valuation based on assumptions that are evaluated annually as of

December 31, the measurement date for the pension obligation. The service cost component of pension expense is reflected as

“Compensation Expense” in the Consolidated Statements of Income. All other components of pension expense are reflected as

“Other Expense”.

The Consolidated Statements of Financial Condition reflect an accrued pension benefit cost due to funding levels and

unrecognized actuarial amounts. The most significant assumptions used in calculating the pension obligation are the weighted-

average discount rate used to determine the present value of the pension obligation, the weighted-average expected long-term rate

of return on plan assets, and the assumed rate of annual compensation increases. These assumptions are re-evaluated annually

with the external actuaries, taking into consideration both current market conditions and anticipated long-term market conditions.

The discount rate is determined by matching the anticipated defined pension plan cash flows to the spot rates of a corporate AA-

rated bond index/yield curve and solving for the single equivalent discount rate which would produce the same present value.

This methodology is applied consistently from year to year. The discount rate utilized in 2024 was 5.29%. The estimated impact

to 2024 pension expense of a 25 basis point increase or decrease in the discount rate would have been an approximate $0.6

million decrease or increase, respectively. We anticipate using a 5.82% discount rate in 2025.

Based on the balances at the December 31, 2024 measurement date, the estimated impact on accumulated other comprehensive

loss of a 25 basis point increase or decrease in the discount rate would have been a decrease or increase of approximately $3.1

million (after-tax). The estimated impact on accumulated other comprehensive loss of a 1% favorable/unfavorable variance in the

actual rate of return on plan assets versus the assumed rate of return on plan assets of 6.75% would have been an approximate

$0.9 million (after-tax) decrease/increase, respectively.

The weighted-average expected long-term rate of return on plan assets is determined based on the current and anticipated future

mix of assets in the plan. The assets currently consist of equity securities, U.S. Government and Government agency debt

securities, and other securities (typically temporary liquid funds awaiting investment). The weighted-average expected long-term

rate of return on plan assets utilized for 2024 was 6.75%. The estimated impact to 2024 pension expense of a 25 basis point

increase or decrease in the rate of return would have been an approximate $0.3 million decrease or increase, respectively. We

anticipate using a rate of return on plan assets of 6.75% for 2025.

The assumed rate of annual compensation increases of 4.75% for 2024 was based on an experience study performed for the plan

in 2022. It is anticipated that this compensation increase assumption may change based on updates to the actual plan participants

remaining in the plan at the end of each plan year.

Detailed information on the pension plan, the actuarially determined disclosures, and the assumptions used are provided in Note

15 of the Notes to Consolidated Financial Statements.

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax

assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between

carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed,

reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax

examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is

greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax

benefit is recorded.

We

recognize interest and/or penalties related to income tax matters in other expenses.

Cybersecurity

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Cybersecurity

Risk Management

and Strategy

Our enterprise risk management program is designed to identify, assess, and mitigate risks across various aspects of our

Company, including financial, operational, market, regulatory, technology, legal, and reputational. Cybersecurity risk is a critical

component of our technology risk management program, specifically our information security program given the increasing

reliance on technology and potential of cyber risk threats.

Our Chief Information Security Officer (“CISO”) is primarily

responsible for coordinating the various aspects of the information security program with cross-functional support teams. The

Chief Operating Officer (“COO”), management risk committees, and the Board of Directors provide oversight of the program and

its activities.

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of external threat events or other efforts to

penetrate, disrupt or misuse systems or information. Our cybersecurity risk management infrastructure is designed around

regulatory guidance, other industry standards and the National Institute of Standards and Technology (“NIST”) Cybersecurity

Framework, although this does not imply that we meet all technical standards, specification, or requirements under the NIST. Our

CISO and Information Security Officer (“ISO”) along with key members of their respective teams, regularly collaborate with peer

banks, industry groups, and policymakers to discuss cybersecurity trends and issues and identify best practices. Our information

security program and cyber risk management policies and procedures are periodically reviewed by the CISO and ISO with the

goal of addressing changing threats and conditions.

The parts of our information security program relating to cybersecurity are built on a multi-layered and integrated defense model

and include the following processes:

Risk-based controls for information systems and information on our networks:

We maintain risk management

processes designed to identify, assess, and manage cybersecurity risks associated with external service providers and the

services we provide to our clients. We leverage people, processes, and technology as part of our efforts to manage and

maintain cybersecurity controls. We also employ a variety of preventative and detective tools designed to monitor, block,

and provide alerts regarding suspicious activity, as well as to report on suspected advanced persistent threats. We seek to

maintain a risk management infrastructure that implements physical, administrative and technical controls that are

designed, based on risk, to protect our information systems and the information stored on our networks, including personal

information, intellectual property and proprietary information of our Company and our clients.

Incident response program:

We have an incident response program and dedicated teams to respond to cybersecurity,

physical and administrative incidents. When a cybersecurity incident occurs, we have cross-functional teams that are

responsible for leading the initial assessment of priority and severity and communicating material cybersecurity incidents

to the appropriate members of management and the Board of Directors.

Training and testing:

We have established processes and systems designed to mitigate cybersecurity risk, including

regular and on-going education and training for associates, preparedness simulations and tabletop exercises, and recovery

and resilience tests. We also actively monitor our email gateways for malicious phishing email campaigns and monitor

remote connections.

Internal and external risk assessments:

We engage in regular assessments of our infrastructure, software systems, and

network architecture using internal experts and

third-party

specialists. Our internal auditor and other independent external

partners will periodically

review

our processes, systems, and controls, including with respect to our information security

program, to assess their design and operating effectiveness and make recommendations to strengthen our risk management

processes.

Notwithstanding our defensive measures and processes, the threat posed by cyber-attacks is severe. Our internal systems,

processes, and controls are designed to mitigate loss from cyber-attacks and, while we have experienced cybersecurity incidents

in the past, to date, risks from cybersecurity threats have

not materially

affected our Company.

For further discussion of risks

from cybersecurity threats, see Item 1A. Risk Factors under the section captioned “Cybersecurity incidents, including security

breaches and failures of our information systems could significantly disrupt our business, result in the unintended disclosure or

misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses.”

Governance

Our CISO is responsible for managing our Corporate Security Department and overseeing our information security program,

including cybersecurity risks.

The CISO reports the day-to-day status of the program to the

COO

who in turn reports to our Bank

President.

On a quarterly basis, and as needed, the CISO reports the status of the program, notable threats or incidents, and other

developments related to information security and cybersecurity risks to our Operations Risk Oversight Committee (“OROC”) and

to our Enterprise Risk Oversight Committee (“ROC”).

The CISO also provides

reports

to our Board of Directors at least annually

on the status of the information security program and risks, notable threats and incidents, and other developments related to

cybersecurity. In addition, the CISO provides more frequent reports to the Audit Committee on the aforementioned activities,

including remediation efforts and the status of incident response, as needed.

Properties

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We are headquartered in Tallahassee, Florida. Our executive office is in the Capital City Bank building located on the corner of

Tennessee and Monroe Streets in downtown Tallahassee. The building is owned by CCB, but is located on land leased under a

long-term agreement.

At December 31, 2024, Capital City Bank had 62 banking offices. Of these locations, we lease the land, buildings, or both at 11

locations and own the land and buildings at the remaining 51. CCHL had 27 loan production offices, 26 of which were leased.

Capital City Strategic Wealth, LLC maintained five offices, all of which were leased.

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Legal Proceedings

We are party to lawsuits and claims arising out of the normal course of business. In management’s opinion, there are no known

pending claims or litigation, the outcome of which would, individually or in the aggregate, have a material effect on our

consolidated results of operations, financial position, or cash flows.

Management's discussion and analysis

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis (“MD&A”) provides supplemental information, which sets forth the major factors that

have affected our financial condition and results of operations and should be read in conjunction with the Consolidated Financial

Statements and related notes included in the Annual Report on Form 10-K. The MD&A is divided into subsections entitled

“Business Overview,” “Executive Overview,” “Results of Operations,” “Financial Condition,” “Liquidity and Capital Resources,”

“Off-Balance Sheet Arrangements,” and “Accounting Policies.” The following information should provide a better understanding

of the major factors and trends that affect our earnings performance and financial condition, and how our performance during

2024 compares with prior years. Throughout this section, Capital City Bank Group, Inc., and its subsidiaries, collectively, are

referred to as “CCBG,” “Company,” “we,” “us,” or “our.”

CAUTION CONCERNING FORWARD -LOOKING STATEMENTS

This Annual Report on Form 10-K, including this MD&A section, contains “forward -looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about

our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties

and are subject to change based on various factors, many of which are beyond our control. The words “may,” “could,” “should,”

“would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “vision,” “goal,” and similar expressions are

intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ

materially from those set forth in our forward-looking statements. Please see the Introductory Note and

Market risk

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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See “Financial Condition - Market Risk and Interest Rate Sensitivity” in Management’s Discussion and Analysis of Financial

Condition and Results of Operations, above, which is incorporated herein by reference.

Controls and procedures

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Evaluation of Disclosure Controls and Procedures for 2024.

At December 31, 2024, the end of the period covered by this

Annual Report on Form 10-K, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that our disclosure controls

and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and

maintaining effective internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities

Exchange Act of 1934). Internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of

its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is

subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be

circumvented by collusion or improper management override. Because of such limitations, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these

inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process

safeguards to reduce, though not eliminate, this risk.

Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other

financial information contained in this report. The accompanying consolidated financial statements were prepared in conformity

with U.S. generally accepted accounting principles and include, as necessary, best estimates and judgments by management.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial

Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in

Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(2013 framework) (the COSO criteria). Based on this evaluation under the framework in Internal Control - Integrated

Framework, our management has concluded that our internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f), was effective as of December 31, 2024.

Forvis Mazars, LLP, an independent registered public accounting firm, has audited our consolidated financial statements as of and

for the year ended December 31, 2024, and opined as to the effectiveness of internal control over financial reporting at December

31, 2024, as stated in its report, which is included herein on page 129.

Remediation of Previously Reported Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be

prevented or detected on a timely basis. As reported in our Annual Report on Form 10-K for the year ended December 31, 2023,

as amended (the “2023 Form 10-K”), we did not maintain effective internal control over financial reporting as of December 31,

2023 as a result of a material weakness in our internal control over financial reporting for the review of significant inter-company

mortgage loan sales and servicing transactions was not designed effectively. Further, financial information obtained for certain

construction/permanent loan activity was not in sufficient detail to appropriately classify this activity within the Statements of

Cash Flows. For more information regarding the previously identified material weakness, please see Item 9A in the 2023 Form

10-K under the section captioned “Existence of Material Weakness as of December 31, 2023.”

With oversight from the Audit Committee and input from the Board of Directors, we devoted substantial resources to implement

the controls as previously disclosed in the 2023 Form 10-K under the caption “Remediation Plan.” We have implemented and

completed our testing of the operating effectiveness of the Remediation Plan controls and have concluded that the material

weakness was remediated as of December 31, 2024.

Change in Internal Control.

There have been no changes in our internal control during our most recently completed fiscal quarter

that materially affected, or are likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Shareowners, Board of Directors, and Audit Committee

Capital City Bank Group, Inc.

Tallahassee, Florida

Opinion on the Internal Control Over Financial Reporting

We have audited Capital City Bank Group, Inc.’s (Company) internal control over financial reporting as of December 31, 2024

based on criteria established in

Internal Control – Integrated Framework: (2013)

issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective

internal control over financial reporting as of December 31, 2024, based on criteria established in

Internal Control – Integrated

Framework: (2023)

issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated financial statements of the Company as of December 31, 2024 and 2023, and for each of the three

years in the period ended December 31, 2024, and our report dated March 11, 2025 expressed an unqualified opinion on those

financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report

on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over

financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in

accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We

believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of reliable consolidated financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of

the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Forvis Mazars, LLP

Little Rock, Arkansas

March 11, 2025

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2024-12-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Income tax12 months2024-01-01 to 2024-12-31$13.9mus-gaap:IncomeTaxExpenseBenefit
Net income12 months2024-01-01 to 2024-12-31$52.9mus-gaap:NetIncomeLoss
Diluted EPS12 months2024-01-01 to 2024-12-31$3.12us-gaap:EarningsPerShareDiluted
Basic EPS12 months2024-01-01 to 2024-12-31$3.12us-gaap:EarningsPerShareBasic
Diluted shares (weighted)12 months2024-01-01 to 2024-12-3116,969,000 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow12 months2024-01-01 to 2024-12-31$63.6mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure12 months2024-01-01 to 2024-12-31$8.7mus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Dividends paid12 months2024-01-01 to 2024-12-31$14.9mus-gaap:PaymentsOfDividendsCommonStock
Share repurchases12 months2024-01-01 to 2024-12-31$2.3mus-gaap:PaymentsForRepurchaseOfCommonStock
Total assetsAt period end2024-12-31$4.32bnus-gaap:Assets
Total liabilitiesAt period end2024-12-31$3.83bnus-gaap:Liabilities
Short-term borrowingsAt period end2024-12-31$28.3mus-gaap:ShortTermBorrowings
Shareholders' equityAt period end2024-12-31$495.3mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0000726601-25-000013. Last ingested by Listed: Oct 31, 2026, 16:24 ET. Listed shows no prices and gives no investment advice.