SOUTHERN FIRST BANCSHARES INC 10-K

Item 5. Market for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders of Record Our common stock is currently traded on the NASDAQ Global Market under the symbol “SFST.” We had approximately 3,200 shareholders of record on January 17, 2023. Dividends We have not declared or paid any cash dividends on our common stock since our inception. For the foreseeable future, we do not intend to declare cash dividends. We intend to retain earnings to grow our business and strengthen our capital base. Our ability to pay cash dividends depends primarily on the ability of our subsidiary, the Bank to pay dividends to us. As a South Carolina chartered bank, the Bank is subject to limitations on the amount of dividends that it is permitted to pay. Unless otherwise instructed by the S.C. Board, the Bank is generally permitted under South Carolina state banking regulations to pay cash dividends of up to 100% of net income in any calendar year without obtaining the prior approval of the S.C. Board. The FDIC also has the authority under federal law to enjoin a bank from engaging in what in its opinion constitutes an unsafe or unsound practice in conducting its business, including the payment of a dividend under certain circumstances. 43 Table of Contents Equity Compensation Plan Information The following table sets forth information regarding equity compensation plans approved by security holders at December 31, 2022. We had no equity compensation plans that were not approved by security holders at December 31, 2022. The number of shares and the exercise prices for options have been adjusted for the 10% stock dividends in 2006, 2011, 2012, and 2013. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b)(2) Number of securities remaining available for future issuance under equity compensation plans (c) (excluding securities reflected in column(a)) Equity compensation plans approved by security holders 2010 Stock Incentive Plan – options (1) 124,427 $ 25.33 - 2016 Equity Incentive Plan – options (1) 294,922 37.61 - 2020 Equity Incentive Plan 7,875 52.88 370,824 Total 427,224 $ 34.32 370,824 (1) Under the terms of the 2010 and 2016 Plans no further incentive stock option awards may be granted; however, the Plans will remain in effect until all awards have been exercised or forfeited and we determine to terminate the Plans. (2) The weighted-average exercise prices in this column are based on outstanding options and do not take into account unvested awards of restricted stock as these awards do not have an exercise price. 44 Table of Contents Stock Performance Graph The performance graph below compares the Company’s cumulative total return over the most recent five-year period with the SNL Southeast Bank Index, a banking industry performance index for the southeastern United States, and the Russell 2000 Index, a small-cap stock market index which the Company was added to in June 2016. Returns are shown on a total return basis, assuming the reinvestment of dividends and a beginning stock index value of $100 per share. The following performance graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the performance graphs by reference therein. Period Ending 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 Southern First Bancshares 100.00 77.75 103.01 85.70 151.49 110.91 S&P US BMI Banks – Southeast Bank Index 100.00 82.62 116.45 104.41 149.13 121.30 Russell 2000 Index 100.00 88.99 111.70 134.00 153.85 122.41 45 Table of Contents Sales of Unregistered Equity Securities None Stock Repurchases On June 21, 2022, the Company announced a share repurchase plan allowing us to repurchase up to 399,026 shares of our common stock (the “Repurchase Plan”). As of December 31, 2022, we have not repurchased any of the shares authorized for repurchase under the Repurchase Plan. The Company is not obligated to purchase any such shares under the Repurchase Plan, and the Repurchase Plan may be discontinued, suspended or restarted at any time; however, repurchases under the Repurchase Plan after December 31, 2022 will require additional approval of our Board of Directors and the Federal Reserve. The following table reflects share repurchase activity during the fourth quarter of 2022: Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1 – October 31 - $ - - 399,026 November 1 – November 30 - - - 399,026 December 1 – December 31 - - - 399,026 Total - - 399,026 Item 6. [Reserved] 46 Table of Contents