What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-05 · 119 added, 134 removed, 57 unchanged (82% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls

and Procedures

Based on our management’s evaluation

(with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this

report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are

effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated

and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow

timely decisions regarding required disclosure.

For management’s report on internal

control over financial reporting and the attestation report thereon issued by our independent registered public accounting firm, see Item

of Disclosure Controls and Procedures

on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as

of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that

our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,

(the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or

submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange

Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal

financial officer, as appropriate to allow timely decisions regarding required disclosure.

management’s report on internal control over financial reporting and the attestation report thereon issued by our independent registered

public accounting firm, see Item 8.

Financial Statements and Supplementary Data.

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.

Control over Financial Reporting

was no change in our internal control over financial reporting during our fourth quarter of fiscal 2024 that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers

and Corporate Governance.

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.

1.01 Entry into a Material Definitive Agreement.

February 28, 2025, the Company entered into a Modification of Loan (the “Modification Agreement”) amending both the Loan

Agreement (“Loan Agreement”) and the Promissory Note (the “Promissory Note”), each dated as of December 28, 2023,

by and between the Company and TIB, National Association (the “Lender”).

The Loan Agreement and Promissory Note provide for

a revolving multiple advances loan of up to an aggregate principal amount of $15.0 million.

Reference is made to Exhibits 10.1 and 10.2

to the Company’s Current Report on Form 8-K filed January 3, 2024, which are incorporated herein by reference, for a further description

of the Loan Agreement and Promissory Note with the Lender.

The definition of capitalized terms, if not so defined herein, may be found

in the Modification Agreement.

Modification Agreement extends the revolving line of credit to a maturity date of March 5, 2026.

The Company also agrees under

the Modification Agreement to pay the Lender a Non-Usage Fee of 0.25%, which fee shall be $37,500 less the interest accrued and paid

under the Note, and collected on the Maturity Date.

On March 3, 2025, there was a zero principal balance outstanding borrowed under

the Promissory Note.

description contained herein of the Modification Agreement does not purport to be complete and is qualified in its entirety by reference

to the terms of such document, a copy of which is filed as an exhibit to this Annual Report on Form 10-K and is incorporated herein by

2.03 Creation of a Direct Financial Obligation.

relevant disclosure set forth in Item 1.01 above is incorporated herein by reference in response to this Item 2.03

the three months ended December 31, 2024, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

Disclosures Regarding Foreign Jurisdictions

that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

response to this Item, this information is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May

20, 2025 and is incorporated herein by reference.

Executive Compensation.

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.

Security Ownership of

Certain Beneficial Owners and Management and Related Shareholder Matters.

In response to this Item, the information

required by Item 201(d) is contained in Item 5 of this report.

The other information required by this item 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.

Certain Relationships

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 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

response to this Item, this information is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May

20, 2025 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

response to this Item, the information required by Item 201(d) is contained in Item 5 of this report.

The other information required

by this item is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 20, 2025 and is incorporated

herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

information is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 20, 2025 is incorporated herein

by reference.

Principal Accounting Fees and Services.

response to this Item, this information is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May

20, 2025 and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Financial Statements

8 unchanged sentences

Notes to the Consolidated Financial Statements

Financial Statement Schedules

These schedules have been omitted because they are not required, are not applicable or have been included in our consolidated financial statements.

See the “Exhibit Index” immediately following the signature page of this report.

EXHIBIT INDEX

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).

Statement Schedules

schedules have been omitted because they are not required, are not applicable or have been included in our consolidated financial

the “Exhibit Index” immediately following the signature page of this report.

Amended and Restated Articles, as amended, of Southern First Bancshares, Inc.

(effective May 30, 2024).

(incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on July 31, 2024).

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.

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).

(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.

1 unchanged sentence

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).*

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).

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).*

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).*

Amendment to Employment Agreement by and between Southern First Bank and Calvin C.

Hurst, dated May 6, 2024 (incorporated by reference to Exhibit 10.2 of Southern First Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on May 7, 2024).*

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).*

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).*

Amendment to Employment Agreement by and between Southern First Bank and William M.

Aiken, III, dated May 6, 2024 (incorporated by reference to Exhibit 10.3 of Southern First Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on May 7, 2024).*

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).

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.

4 unchanged sentences

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).

Amendment to the Southern First Bancshares, Inc.

2020 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders filed on April 3, 2024).*

Employment Agreement by and between Southern First Bank and Christian Zych, dated May 6, 2024 (incorporated by reference to Exhibit 10.1 of Southern First Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on May 7, 2024).*

Amendment to the Southern First Bancshares, Inc.

2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 24, 2025).*

Form of Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 24, 2025).*

Modification of Loan, dated as of February 28, 2025, by and between the Company and TIB, National Association.

Insider Trading Policy .

Subsidiaries.

4 unchanged sentences

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.

Compensation Recovery Policy, effective November 21, 2023 (incorporated by reference to Exhibit 97 of the Company’s Form

10-K filed on March 5, 2024.

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

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

SOUTHERN FIRST BANCSHARES, INC.

March 5, 202 4

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

FIRST BANCSHARES, INC.

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.

Executive Officer

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.

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

March 5, 2024

Chief Executive Officer

Arthur Seaver, Jr.

(Principal Executive Officer)

Andrew Borrmann

Chief Financial Officer, Chief Operating Officer

Andrew Borrmann

(Principal Financial and Accounting Officer)

/s/Leighton M.

/s/ Terry Grayson-Caprio

March 5, 2024

Executive Officer)

Financial Officer

Financial Officer)

Accounting Officer

Accounting Officer)

Terry Grayson-Caprio

/s/Tecumseh Hooper, Jr.

March 5, 2024

Tecumseh Hooper, Jr.

/s/Rudolph G.

Grayson-Caprio

Johnstone, III M.D.

March 5, 2024

Johnstone, III, M.D.

March 5, 2024

/s/ William A.

March 5, 2024

Director, Chairman

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