What changed in this filing

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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-02-13 · 108 added, 98 removed, 83 unchanged (71% of the section changed)

13 unchanged sentences

Financial Statements and Supplementary Data.

Internal Control over Financial

There was no change in our internal

control over financial reporting during our fourth quarter of fiscal 2022 that has materially affected, or is reasonably likely to materially

Internal Control over Financial Reporting

There was no change in our internal control

over financial reporting during our fourth quarter of fiscal 2023 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

2 unchanged sentences

Not applicable

Directors, Executive

Officers and Corporate Governance.

Directors, Executive Officers

and Corporate Governance.

In response to this Item, this information

3 unchanged sentences

is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 21, 2024 and is incorporated herein by reference.

Security Ownership

of Certain Beneficial Owners and Management and Related Shareholder Matters.

Security Ownership of

Certain Beneficial Owners and Management and Related Shareholder Matters.

In response to this Item, the information

4 unchanged sentences

and Related Transactions, and Director Independence.

The information is contained in our

Proxy Statement for the Annual Meeting of Shareholders to be held on May 16, 2023 is incorporated herein by reference.

Principal Accounting

Fees and Services.

The information is contained in our Proxy

Statement for the Annual Meeting of Shareholders to be held on May 21, 2024 is incorporated herein by reference.

Principal Accounting Fees

and Services.

In response to this Item, this information

is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 21, 2024 and is incorporated herein by reference.

Exhibits, Financial

Statement Schedules

Exhibits, Financial Statement

Financial Statements

12 unchanged sentences

EXHIBIT INDEX

and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on

Form SB-2 filed on July 27, 1999, File No.

Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed March 24, 2008).

Amendment to Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on November 2, 2020).

of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference

to Exhibit 4.1 of the Company’s Form 10-K filed on March 2, 2020).

of certificate of common stock (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form SB-2,

Amended and Restated Articles of Incorporation, effective May 19, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on August 1, 2023) .

Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.4 of the

Company’s Form 10-K filed March 24, 2008).

Amendment to Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit

3.1 of the Company’s Form 10-Q filed on November 2, 2020).

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K filed on March 2, 2020).

Form of certificate of common stock (incorporated by reference to Exhibit 4.2 of the Company’s

Registration Statement on Form SB-2, File No.

Indenture dated as of September 30, 2019 between Southern First Bancshares, Inc.

and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).

and UMB Bank, National

Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).

Form of 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc.

(incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed on September 30, 2019).

of Global 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc.

(incorporated by reference to the

Exhibit 2 to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).

(incorporated

by reference to Exhibit 4.2 of the Company’s Form 8-K filed on September 30, 2019).

Form of Global 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc.

(incorporated by reference to the Exhibit 2 to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).

Southern First Bancshares, Inc.

2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed April 6, 2010).*

2010 Stock Incentive Plan (incorporated by reference to Appendix A

of the Company’s Proxy Statement on Schedule 14A filed April 6, 2010).*

Amendment to Southern First Bancshares, Inc.

2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 15, 2014).*

2010 Stock Incentive Plan (incorporated by reference

to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 15, 2014).*

Amendment to Southern First Bancshares, Inc.

2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 14, 2015).*

Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s Form S-8 filed on August 12, 2010).*

Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s Form S-8 filed on August 12, 2010).*

Agreement between Greenville First Bank, N.A.

and Augusta Road Holdings, LLC dated February 26, 2004 (incorporated by reference to

Exhibit 10.6 of the Company’s Form 10-QSB for the period ended June 30, 2004).

Bonaventure I Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended September 30, 2005).

First Amendment to Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the period ended September 30, 2005).

2010 Stock Incentive Plan (incorporated by reference

to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 14, 2015).*

Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s

Form S-8 filed on August 12, 2010).*

Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s

Form S-8 filed on August 12, 2010).*

Sublease Agreement between Greenville First Bank, N.A.

and Augusta Road Holdings, LLC dated February

26, 2004 (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-QSB for the period ended June 30, 2004).

Arthur Seaver, Jr.

Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed October 3, 2013).*

Dowling Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed October 3, 2013).*

Amended and Restated Employment Agreement (incorporated by reference to Exhibit

10.5 of the Company’s Form 8-K filed October 3, 2013).*

Hurst Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 1, 2023).*

Form of Split Dollar Agreement between certain executives and Southern First Bancshares, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed February 18, 2009).*

(incorporated

by reference to Exhibit 10.1 of the Company’s Form 8-K filed February 18, 2009).*

Form of Southern First Bank, N.A.

Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed December 23, 2008).*

Salary Continuation Agreement dated December 17, 2008 (incorporated

by reference to Exhibit 10.1 of the Company’s Form 8-K filed December 23, 2008).*

Form of First Amendment to Southern First Bank, N.A.

Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed December 23, 2008).*

Dowling Salary Continuation Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 3, 2013).*

Salary Continuation Agreement dated December

17, 2008 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed December 23, 2008).*

Dowling Salary Continuation Agreement (incorporated by reference to Exhibit

10.1 of the Company’s Form 8-K filed October 3, 2013).*

Arthur Seaver, Jr.

Second Amendment to Salary Continuation Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed October 3, 2013).*

Second Amendment to Salary Continuation Agreement (incorporated by reference

to Exhibit 10.4 of the Company’s Form 8-K filed October 3, 2013).*

Southern First Bancshares, Inc.

2016 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 12, 2016).*

Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s Form S-8 filed on August 18, 2016).*

Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s Form S-8 filed on August 18, 2016).*

2016 Equity Incentive Plan (incorporated by reference to Appendix

A of the Company’s Proxy Statement on Schedule 14A filed on April 12, 2016).*

Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s

Form S-8 filed on August 18, 2016).*

Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s

Form S-8 filed on August 18, 2016).*

Amendment dated as of January 31, 2019 to R.

Arthur Seaver, Jr.

Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 6, 2019).*

Amendment dated as of January 31, 2019 to Michael D.

Dowling Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on February 6, 2019).*

Development Services Agreement dated as of April 9, 2019 between Southern First Bank and Cothran Properties, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 2, 2019).

Amended and Restated Employment Agreement

(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 6, 2019).*

William Marion Aiken, III Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 2, 2023).*

Form of Subordinated Note Purchase Agreement dated as of September 30, 2019 by and among Southern First Bancshares, Inc.

2 unchanged sentences

and certain qualified institutional buyers and accredited investors (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 30, 2019).

Pledge Agreement, dated as of June 30, 2017, by and between Southern First Bancshares, Inc.

and CenterState Bank, National Association (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 3, 2017).

Amended and Restated Loan and Security Agreement, dated as of June 29, 2020, by and between Southern First Bancshares, Inc.

and CenterState Bank, National Association (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 3, 2020).

Amended and Restated Promissory Note, dated as of June 29, 2020, by and between Southern First Bancshares, Inc.

and CenterState Bank, National Association (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on August 3, 2020).

Second Amended and Restated Loan and Security Agreement, dated as of December 21, 2021, by and between Southern First Bancshares, Inc.

and SouthState Bank, National Association (incorporated by reference to Exhibit 10.32 of the Company’s Form 10-K filed on March 4, 2022).

Second Amended and Restated Promissory Note, dated as of December 21, 2021, by and between Southern First Bancshares, Inc.

and SouthState Bank, National Association (incorporated by reference to Exhibit 10.33 of the Company’s Form 10-K filed on March 4, 2022).

Andrew Borrmann Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 3, 2023).*

Loan Agreement, dated as of December 28, 2023, by and between Southern First Bancshares, Inc.

and TIB, National Association (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 3, 2024).

Promissory Note, dated as of December 28, 2023, by and between Southern First Bancshares, Inc.

and TIB, National Association (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 3, 2024).

Pledge Agreement, dated as of December 28, 2023, by and between Southern First Bancshares, Inc.

and TIB, National Association (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on January 3, 2024).

Subsidiaries.

of Independent Public Accountants.

Consent of Independent Public Accountants.

Power of Attorney (contained herein as part of the signature pages).

13a-14(a) Certification of the Principal Executive Officer.

13a-14(a) Certification of the Principal Financial Officer.

1350 Certifications of the Principal Executive Officer and Principal Financial Officer.

following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in eXtensible

Business Reporting Language (XBRL);

(i) the Consolidated Balance Sheets at December 31, 2022 and December 31, 2021, (ii) Consolidated

Statements of Income for the years ended December 31, 2022, 2021, and 2020, (iii) Consolidated Statements of Changes in Shareholders’

Equity and Comprehensive Income for the years ended December 31, 2022, 2021, and 2020, (iv) Consolidated Statements of Cash Flows

for the years ended December 31, 2022, 2021, and 2020, and (iv) Notes to Consolidated Financial Statements.

Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan or arrangement

Rule 13a-14(a) Certification of the Principal Executive Officer.

Rule 13a-14(a) Certification of the Principal Financial Officer.

Section 1350 Certifications of the Principal Executive Officer and Principal Financial Officer.

Incentive Compensation Recovery Policy, effective November 21, 2023

The following materials from the Company’s Annual Report on Form 10-K for the year ended December

31, 2023, formatted in eXtensible Business Reporting Language (XBRL);

(i) the Consolidated Balance Sheets at December 31, 2023 and

December 31, 2022, (ii) Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021, (iii) Consolidated

Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2023, 2022, and 2021,

(iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021, and (iv) Notes to Consolidated

Financial Statements.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

contract or compensatory plan or arrangement

Pursuant to the requirements of Section

2 unchanged sentences

SOUTHERN FIRST BANCSHARES, INC.

March 5, 202 4

Arthur Seaver, Jr.

Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that

each person whose signature appears below constitutes and appoints R.

Arthur Seaver, Jr., his true and lawful attorney-in-fact and agent,

with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and

all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection

therewith, with the Securities and Exchange Commission, granting unto the attorney-in-fact and agent full power and authority to do and

perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes

as he might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his substitute or substitutes,

may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the

securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities

and on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints R.

Arthur Seaver, Jr., his true and lawful attorney-in-fact and agent, with

full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all

amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith,

with the Securities and Exchange Commission, granting unto the attorney-in-fact and agent full power and authority to do and perform each

and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might

or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on

the dates indicated.

Arthur Seaver, Jr.

Director, Chief Executive Officer

February 13, 2023

March 5, 2024

Arthur Seaver, Jr.

(Principal Executive Officer)

Andrew Borrmann

Chief Financial Officer, Chief Operating Officer

February 13, 2023

Andrew Borrmann

(Principal Financial and Accounting Officer)

February 13, 2023

/s/Leighton M.

/s/ Terry Grayson-Caprio

February 13, 2023

March 5, 2024

Terry Grayson-Caprio

Tecumseh Hooper, Jr.

February 13, 2023

/s/Tecumseh Hooper, Jr.

March 5, 2024

Tecumseh Hooper, Jr.

/s/Rudolph G.

Johnstone, III M.D.

February 13, 2023

March 5, 2024

Johnstone, III, M.D.

February 13, 2023

March 5, 2024

/s/ William A.

February 13, 2023

March 5, 2024

Director, Chairman

February 13, 2023

March 5, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures