What changed in this filing

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Item 1A. Risk Factors

2026-02-24 compared with 2025-03-03 · 400 added, 419 removed, 622 unchanged (57% of the section changed)

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in the financial markets and economic conditions generally.

Our financial performance generally, and in particular

the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans,

as well as demand for loans and other products and services we offer and whose success we rely on to drive our growth, is highly dependent

Our financial performance generally, and in particular the

ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as

well as demand for loans and other products and services we offer and whose success we rely on to drive our growth, is highly dependent

upon the business environment in the primary markets where we operate and in the United States as a whole.

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and subdued consumer spending—has further increased the risks in our primary markets.

Some elements of the business environment that affect

our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation and price levels, monetary

Some elements of the business environment that affect our

financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation and price levels, monetary

and trade policy, unemployment and the strength of the domestic economy and the local economy in the markets in which we operate.

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or a combination of these or other factors.

In addition, there are continuing concerns related

to, among other things, the level of U.S.

government debt and fiscal actions that may be taken to address that debt, a potential resurgence

of economic and political tensions with China, the Russian invasion of Ukraine, and the Middle East conflict, all of which may have a

destabilizing effect on financial markets and economic activity.

Economic pressure on consumers and overall economic uncertainty may result

in changes in consumer and business spending, borrowing and saving habits.

These economic conditions and/or other negative developments

in the domestic or international credit markets or economies may significantly affect the markets in which we do business, the value of

our loans and investments, and our ongoing operations, costs and profitability.

Declines in real estate values and sales volumes and high

unemployment or underemployment may also result in higher than expected loan delinquencies, increases in our levels of nonperforming and

classified assets and a decline in demand for our products and services.

These negative events may cause us to incur losses and may adversely

affect our capital, liquidity and financial condition.

A significant portion of our loan portfolio is

secured by real estate, and events that negatively affect the real estate market could hurt our business.

As of December 31, 2024, approximately 84% of our loans

had real estate as a primary or secondary component of collateral.

The real estate collateral in each case provides an alternate source

of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended.

of the real estate market in our primary market areas could result in an increase in the number of borrowers who default on their loans

and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and

asset quality.

Deterioration in the real estate market could cause us to adjust our opinion of the level of credit quality in our loan

If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values,

our earnings and capital could be adversely affected.

Acts of nature, including hurricanes, tornados, earthquakes, fires and floods, which

In addition, there are continuing concerns related to, among

other things, the level of U.S.

government debt and fiscal actions that may be taken to address that debt, a potential resurgence of economic

and political tensions with China, the Russian invasion of Ukraine, and the Middle East conflict, all of which may have a destabilizing

effect on financial markets and economic activity.

Economic pressure on consumers and overall economic uncertainty may result in changes

in consumer and business spending, borrowing and saving habits.

These economic conditions and/or other negative developments in the domestic

or international credit markets or economies may significantly affect the markets in which we do business, the value of our loans and

investments, and our ongoing operations, costs and profitability.

Declines in real estate values and sales volumes and high unemployment

or underemployment may also result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified

assets and a decline in demand for our products and services.

These negative events may cause us to incur losses and may adversely affect

our capital, liquidity and financial condition.

A significant portion of our loan portfolio is secured

by real estate, and events that negatively affect the real estate market could hurt our business.

As of December 31, 2025, approximately 83% of our loans had

real estate as a primary or secondary component of collateral.

The real estate collateral in each case provides an alternate source of

repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended.

A weakening of

the real estate market in our primary market areas could result in an increase in the number of borrowers who default on their loans and

a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset

Deterioration in the real estate market could cause us to adjust our opinion of the level of credit quality in our loan portfolio.

If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our

earnings and capital could be adversely affected.

Acts of nature, including hurricanes, tornadoes, earthquakes, fires and floods, which

may cause uninsured damage and other loss of value to real estate that secures these loans, may also negatively affect our financial condition.

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to credit risk.

At December 31, 2024, 55.4% of our loan portfolio was

secured by commercial real estate.

Loans secured by commercial real estate are generally viewed as having more risk of default than loans

secured by residential real estate or consumer loans because repayment of the loans often depends on the successful operation of the property,

the income stream of the borrowers, the accuracy of the estimate of the property’s value at completion of construction, and the

estimated cost of construction.

Such loans are generally riskier than loans secured by residential real estate or consumer loans because

those loans are typically not secured by real estate collateral.

An adverse development with respect to one lending relationship can expose

us to a significantly greater risk of loss compared with a single-family residential mortgage loan because we typically have more than

one loan with such borrowers.

Additionally, these loans typically involve larger loan balances to single borrowers or groups of related

borrowers compared with single-family residential mortgage loans.

Therefore, the deterioration of one or a few of these loans could cause

a significant decline in the related asset quality.

A return of recessionary conditions could result in a sharp increase in loans charged-off

and could require us to significantly increase our allowance for credit losses, which could have a material adverse impact on our business,

financial condition, results of operations, and cash flows.

Imposition of limits by the bank regulators on

commercial and multi-family real estate lending activities could curtail our growth and adversely affect our earnings.

The 2006 “Concentrations in Commercial Real Estate

Lending, Sound Risk Management Practices” (the “CRE Guidance”) provides that a bank’s commercial real estate lending

exposure could receive increased supervisory scrutiny where total non-owner occupied commercial real estate loans, including loans secured

by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s

At December 31, 2025, 45.7% of our loan portfolio

was secured by commercial real estate.

Commercial real estate loans may involve distinct credit and collateral risks compared to other

loan types because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers,

the accuracy of the estimate of the property’s value at completion of construction, and the estimated cost of construction.

real estate loans also often involve larger loan balances and borrower relationships, so the deterioration of one or a small number of

credits may have a disproportionate impact on asset quality and results of operations.

An adverse development with respect to one lending

relationship can expose us to a significantly greater risk of loss compared with a single-family residential mortgage loan because we

typically have more than one loan with such borrowers.

Additionally, these loans typically involve larger loan balances to single borrowers

or groups of related borrowers compared with single-family residential mortgage loans.

Therefore, the deterioration of one or a few of

these loans could cause a significant decline in the related asset quality.

A return of recessionary conditions could result in a sharp

increase in loans charged-off and could require us to significantly increase our allowance for credit losses, which could have a material

adverse impact on our business, financial condition, results of operations, and cash flows.

Imposition of limits by the bank regulators

on commercial and multi-family real estate lending activities could curtail our growth and adversely affect our earnings.

The 2006 “Concentrations in Commercial Real

Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”) provides that a bank’s commercial real estate

lending exposure could receive increased supervisory scrutiny where total non-owner occupied commercial real estate loans, including loans

secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s

total risk-based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during

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allowed for in our allowance for credit losses.

Our actual loans losses could exceed our allowance

for credit losses and therefore our historic allowance for credit losses may not be adequate.

As of December 31, 2024, 55.4% of our loan

portfolio was secured by commercial real estate.

Repayment of such loans is generally considered more subject to market risk than residential

mortgage loans.

Industry experience shows that a portion of loans will become delinquent and a portion of loans will require partial or

entire charge-

Our actual loan losses could exceed our allowance

for credit losses and therefore our allowance for credit losses may not be adequate.

As of December 31, 2025, 45.7% of our loan portfolio

was secured by commercial real estate.

Repayment of such loans is generally considered more subject to market risk than residential mortgage

Industry experience shows that a portion of loans will become delinquent and a portion of loans will require partial or entire

Regardless of the underwriting criteria utilized,

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losses and credit risk may materially and adversely affect our business.

Making loans and other extensions of credit is an essential

element of our business.

Although we seek to mitigate risks inherent in lending by adhering to specific underwriting practices, our loans

and other extensions of credit may not be repaid.

Making loans and other extensions of credit is an

essential element of our business.

Although we seek to mitigate risks inherent in lending by adhering to specific underwriting practices,

our loans and other extensions of credit may not be repaid.

The risk of nonpayment is affected by a number of factors, including:

the duration of

duration of the credit;

credit risks of a particular client;

changes in economic and industry conditions;

and in the case of a collateralized loan,

risks resulting from uncertainties about the future value of the collateral.

and in the case of a collateralized

loan, risks resulting from uncertainties about the future value of the collateral.

We attempt to maintain an appropriate allowance for

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and the amount and quality of collateral, including guarantees, securing the loans.

The determination of the appropriate level of the allowance

for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks

and future trends, all of which may undergo material changes.

A deterioration in economic conditions affecting borrowers, new information

regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require

an increase in the allowance for credit losses.

In addition, regulatory agencies periodically review our allowance for credit losses and

may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different

The determination of the appropriate level of the

allowance for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current

credit risks and future trends, all of which may undergo material changes.

A deterioration in economic conditions affecting borrowers,

new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our

control, may require an increase in the allowance for credit losses.

Economic uncertainty remains elevated entering 2026, driven by persistent

inflationary pressures, higher interest rates, geopolitical conflicts, and the potential for continued volatility in global markets—despite

forecasts for moderate growth in the U.S.

In addition, regulatory agencies periodically review our allowance for credit losses

and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different

than those of management.

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have added to liquidity pressures.

Additionally, deposit levels may be affected by a number

of factors, including rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to clients

on alternative investments and general economic conditions.

Accordingly, we may be required from time to time to rely on secondary sources

of liquidity to meet withdrawal demands or otherwise fund operations.

Such sources include proceeds from FHLB advances, sales of investment

securities and loans, and federal funds lines of credit from correspondent banks, as well as out-of-market time deposits.

While we believe

that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands, particularly

if we continue to grow and experience increasing loan demand.

We may be required

to slow or discontinue loan growth, capital expenditures

or other investments or liquidate assets should such sources not be adequate.

Market volatility increased regulatory scrutiny of financial institutions, or adverse perceptions regarding

the banking industry could further constrain capital availability.

Additionally, deposit levels may be affected by a

number of factors, including rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available

to clients on alternative investments and general economic conditions.

Accordingly, we may be required from time to time to rely on secondary

sources of liquidity to meet withdrawal demands or otherwise fund operations.

Such sources include proceeds from FHLB advances, sales

of investment

securities and loans, and federal funds lines of credit

from correspondent banks, as well as out-of-market time deposits.

While we believe that these sources are currently adequate, there can

be no assurance they will be sufficient to meet future liquidity demands, particularly if we continue to grow and experience increasing

We may be required to slow or discontinue loan growth, capital expenditures or other investments or liquidate assets should

such sources not be adequate.

Likewise, recent bank failures and heightened sensitivity to liquidity risk have increased regulatory and

market focus on contingency funding planning and liquidity stress testing.

The Company is a stand-alone entity with its own liquidity

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liquidity without obtaining additional debt or equity funding.

If we are unable to receive dividends from the Bank or obtain additional

funding, we may be unable to pay our debt or other obligations.

In addition, the Company and the Bank are each required by federal regulatory

authorities to maintain adequate levels of capital to support their operations and to comply with evolving regulatory capital expectations,

including stress testing, capital planning, and concentration risk considerations.

If we are unable to receive dividends from the Bank

or obtain additional funding, we may be unable to pay our debt or other obligations.

Legal, Accounting, Regulatory and Compliance

We are subject to extensive regulation that has

limited the conduct of our business, and could impose financial requirements, each of which could have an adverse impact on our operations.

We operate in a highly regulated industry and are subject

to examination, supervision, and comprehensive regulation by various regulatory agencies.

We are subject to regulation by the Federal

The Bank is subject to extensive regulation, supervision, and examination by our primary federal regulator, the FDIC, the regulating

authority that insures client deposits, and by our primary state regulator, the S.C.

Also, as a member of the Federal Home Loan

Bank, the Bank must comply with applicable regulations of the Federal Housing Finance Board and the Federal Home Loan Bank.

by these agencies is intended primarily for the protection of our depositors and the deposit insurance fund and not for the benefit of

our shareholders.

The Bank’s activities are also regulated under consumer protection laws applicable to our lending, deposit, and

other activities.

A sufficient claim against us under these laws could have a material adverse effect on our results of operations.

regulatory developments in 2023 and early 2024 have led to enhanced expectations in areas such as cybersecurity, data privacy, digital

asset management, and anti-money laundering.

These evolving requirements are increasing our compliance costs and the complexity of our

regulatory obligations.

We are subject to extensive regulation that

has limited the conduct of our business, and could impose financial requirements, each of which could have an adverse impact on our operations.

We operate in a highly regulated industry and are

subject to examination, supervision, and comprehensive regulation by various regulatory agencies.

We are subject to regulation by the

Federal Reserve.

The Bank is subject to extensive regulation, supervision, and examination by our primary federal regulator, the FDIC,

the regulating authority that insures client deposits, and by our primary state regulator, the S.C.

Also, as a member of the Federal

Home Loan Bank system, the Bank must comply with applicable regulations and guidance of the Federal Housing Finance Agency and the applicable

Federal Home Loan Bank.

Regulation by these agencies is intended primarily for the protection of our depositors and the deposit insurance

fund and not for the benefit of our shareholders.

The Bank’s activities are also regulated under consumer protection laws applicable

to our lending, deposit, and other activities.

A sufficient claim against us under these laws could have a material adverse effect on

our results of operations.

Recent regulatory developments have led to enhanced expectations in areas such as cybersecurity, data privacy,

digital asset management, and anti-money laundering.

Regulators could also limit capital distributions, including dividends or share repurchases.

These evolving requirements are increasing our compliance costs and the complexity of our regulatory obligations.

Failure to comply with laws, regulations or policies

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to comply with these laws could lead to material penalties.

Federal and state fair

lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending

requirements on financial institutions.

The Department of Justice, CFPB and other federal and state agencies are responsible for

enforcing these laws and regulations.

A finding by these regulators of noncompliance with these laws could result in a wide variety

of sanctions, including the required payment of damages and civil money penalties, injunctive relief, and imposition of restrictions

on expansion activity.

Private parties may also have the ability to challenge an institution's performance under fair lending laws

in private class action litigation, which if successful could adversely impact our rating under the CRA.

As of our most recent

examination report, the Bank received a “Satisfactory” CRA rating.

Federal and state fair lending laws and regulations,

such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions.

The Department of Justice, CFPB and other federal and state agencies are responsible for enforcing these laws and regulations.

by these regulators of noncompliance with these laws could result in a wide variety of sanctions, including the required payment of damages

and civil money penalties, injunctive relief, and imposition of restrictions on expansion activity.

Private parties may also have the

ability to challenge an institution’s performance under fair lending laws in private class action litigation, which if successful could

adversely impact our rating under the CRA.

As of our most recent examination report, the Bank received a “Satisfactory” CRA

We face risks related to the adoption of future

legislation and potential changes in federal regulatory agency leadership, policies, and priorities.

In 2025, the U.S.

political landscape remains uncertain,

with the Republicans holding the majority in both the U.S.

House of Representatives and the U.S.

A unified Republican Congress

has created conditions for potential shifts in policy, though partisan division may still result in challenges to enacting sweeping reforms.

Under the Biden Administration, Congressional committees with jurisdiction over the banking sector pursued oversight and legislative

initiatives in a variety of areas, including addressing

climate-related risks, promoting diversity and equality within the banking industry and addressing other Environmental, Social, and Governance

matters, improving competition in the banking sector and enhancing oversight of bank mergers and acquisitions, establishing a regulatory

framework for digital assets and markets, and oversight of pandemic responses and economic recovery.

The Trump Administration, alongside

a unified Republican Congress, may pursue policies or changes that (i) reverse or suspend key actions implemented under the Biden Administration,

(ii) promote deregulation by easing regulatory burdens on financial institutions, (iii) adopt a technology-forward approach, and (iv)

take a more favorable stance on bank mergers and acquisitions, potentially streamlining the approval process to encourage consolidation

within the banking sector.

The prospects for the enactment of major banking reform legislation remain unclear at this time.

political landscape remains fluid, and

changes in Congressional composition, presidential administrations, and agency leadership may result in shifts in regulatory priorities

and policy direction.

Under the Biden Administration, Congressional committees with jurisdiction over the banking sector pursued oversight

and legislative initiatives in a variety of areas, including addressing climate-related risks, promoting diversity and equality within

the banking industry and addressing other Environmental, Social, and Governance matters, improving competition in the banking sector and

enhancing oversight of bank mergers and acquisitions, establishing a regulatory framework for digital assets and markets, and oversight

of pandemic responses and economic recovery.

Subsequent changes in administration and Congressional leadership may result in efforts to

reverse, suspend, or modify regulatory initiatives adopted in prior periods, promote deregulation by easing regulatory burdens on financial

institutions, adopt a technology-forward regulatory approach, or

take a more favorable stance on bank mergers

and acquisitions.

For example, recent legislative and regulatory actions have included the use of the Congressional Review Act to repeal

agency rules affecting bank merger review processes and the enactment of legislation establishing a federal framework for stablecoins

and other digital assets.

Because of this kind of oscillation in regulation, the prospects for the enactment of major banking reform

legislation remain unclear at this time.

Furthermore, leadership changes within federal banking

agencies and financial regulators continue to shape the regulatory environment.

Since the change in presidential administration in 2020,

Since the recent changes in presidential administration,

key positions across agencies—including the Comptroller of the Currency, CFPB, CFTC, SEC, and the U.S.

Treasury—experienced

significant turnover.

While some leadership positions were filled, others remained vacant, leading to ongoing shifts in regulatory priorities

and enforcement approaches.

In early 2025, additional turnover and policy realignments within these agencies have further contributed

to regulatory uncertainty in the financial services sector.

The unified Republican government could further alter the composition of these

agencies, introducing new leadership and new policies and rules that could significantly impact the banking sector.

The potential impact

of the unified Republican government on additional changes in agency structure, personnel, policies and priorities on the financial services

sector, including the Company and the Bank, cannot be fully predicted at this time.

Regulations and laws may be modified at any time,

and new legislation may be enacted that will affect us.

Any future changes in federal and state laws and regulations, as well as the interpretation

and implementation of such laws and regulations, could affect us in substantial and unpredictable ways, including those listed above or

other ways that could have a material adverse effect on our business, financial condition or results of operations.

Treasury—have experienced

significant periods of turnover and transition, leading to ongoing shifts in regulatory priorities and enforcement approaches.

2025, this same manner of turnover and policy realignments within these agencies have further contributed to regulatory uncertainty in

the financial services sector.

The potential impact of changes in government leadership and agency personnel, policies and priorities

on the financial services sector, including the Company and the Bank, cannot be fully predicted at this time.

Regulations and laws may

be modified at any time, and new legislation may be enacted that will affect us.

Any future changes in federal and state laws and regulations,

as well as the interpretation and implementation of such laws and regulations, could affect us in substantial and unpredictable ways,

including those listed above or other ways that could have a material adverse effect on our business, financial condition or results of

We face a risk of noncompliance and enforcement

action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The federal Bank Secrecy Act, the USA Patriot Act and

other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering

The federal Bank Secrecy Act, the USA Patriot Act

and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering

programs and file suspicious activity and currency transaction reports as appropriate.

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serious reputational consequences for us.

Federal, state and local consumer lending laws

may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans and could increase

our cost of doing business.

Consumer lending laws may restrict our ability

to originate certain mortgage loans or increase our risk of liability with respect to such loans and could increase our cost of doing

Federal, state and local laws have been adopted that

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into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit

resources to such

a subsidiary bank.

In addition, the Dodd-Frank Act

directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution

serve as a source of strength for the institution.

Under these requirements, in the future, we could be required to provide financial

assistance to the Bank if the Bank experiences financial distress.

A capital injection may be required at times when we

do not have the resources to provide it, and therefore we may be required to borrow the funds.

In the event of a bank holding company's

bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the

capital of a subsidiary bank.

Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority

of payment over the claims of the holding company's general unsecured creditors, including the holders of its note obligations.

any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive

and will adversely impact the holding company's cash flows, financial condition, results of operations and prospects.

resources to such a subsidiary bank.

In addition, the Dodd-Frank Act directs the federal bank regulators to require that all companies

that directly or indirectly control an insured depository institution serve as a source of strength for the institution.

Under these requirements,

in the future, we could be required to provide financial assistance to the Bank if the Bank experiences financial distress.

A capital injection may be required at times

when we do not have the resources to provide it, and therefore we may be required to borrow the funds.

In the event of a bank holding

company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency

to maintain the capital of a subsidiary bank.

Moreover, bankruptcy law provides that claims based on any such commitment will be entitled

to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of its note

Thus, any borrowing that must be done by the holding company in order to make the required capital injection becomes more

difficult and expensive and will adversely impact the holding company’s cash flows, financial condition, results of operations

and prospects.

Risks Related to Our Operations

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for lending operations which could increase our cost of funds.

The financial services industry could become even more

competitive as a result of legislative, regulatory and technological changes and continued consolidation.

Banks, securities firms and

insurance companies can merge as part of a financial holding company, which can offer virtually any type of financial service, including

Likewise, rapid adoption of AI by competitors, either in financial services

or FinTech, could create significant pressure on pricing, automation, or client satisfaction.

If we fail to keep pace with AI-enabled

analytics and customer offerings, our competitive positioning could be detrimentally impacted.

The financial services industry could become even

more competitive as a result of legislative, regulatory and technological changes and continued consolidation.

Banks, securities firms

and insurance companies can merge as part of a financial holding company, which can offer virtually any type of financial service, including

banking, securities underwriting, insurance (both agency and underwriting) and merchant banking.

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and network access.

While we have selected these third-party vendors carefully, we do not control their actions.

Any problem caused by

these third parties, including poor performance of services, data breaches, failure to provide services, disruptions in communication

services provided by a vendor and failure to handle current or higher volumes, could adversely affect our ability to deliver products

and services to our clients and otherwise conduct our business, and may harm our reputation.

Financial or operational difficulties of

a third-party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us.

these third-party vendors could also create significant delay and expense.

Accordingly, use of such third parties creates an unavoidable

inherent risk to our business operations.

While we have selected

these third-party vendors carefully, we do not control

their actions.

Any problem caused by these third parties, including poor performance of services, data breaches, failure to provide services,

disruptions in communication services provided by a vendor and failure to handle current or higher volumes, could adversely affect our

ability to deliver products and services to our clients and otherwise conduct our business, and may harm our reputation.

on third-party vendors for critical systems and services, likewise, increases our exposure to cybersecurity risks.

While regulatory expectations

for vendor oversight have intensified, requiring enhanced due diligence and ongoing monitoring, failure of third-party controls could

result in operational disruptions or data breaches.

Financial or operational difficulties of a third-party vendor could also hurt our

operations if those difficulties interfere with the vendor’s ability to serve us.

Replacing these third-party vendors could also

create significant delay and expense.

Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations.

We may be adversely affected by the soundness

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or fraudulent behavior by our employees, clients, counterparties or other third parties.

We are exposed to many types of operational risk, including

the risk of fraud by employees and third parties, clerical recordkeeping errors and transactional errors.

Our business is dependent on

our employees as well as third-party service providers to process a large number of increasingly complex transactions.

We could be materially

and adversely affected if employees, clients, counterparties or other third parties caused an operational breakdown or failure, either

as a result of human error, fraudulent manipulation or purposeful damage to any of our operations or systems.

We are exposed to many types of operational risk,

including the risk of fraud by employees and third parties, clerical recordkeeping errors and transactional errors.

Our business is dependent

on our employees as well as third-party service providers to process a large number of increasingly complex transactions.

materially and adversely affected if employees, clients, counterparties or other third parties caused an operational breakdown or failure,

either as a result of human error, fraudulent manipulation or purposeful damage to any of our operations or systems.

In deciding whether to extend credit or to enter into

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are using more sophisticated techniques and in some cases are part of larger criminal rings, which allow them to be more effective.

type of fraudulent activity has taken many forms, ranging from check fraud, mechanical devices attached to ATM machines, social engineering

and phishing attacks to obtain personal information or impersonation of our clients through the use of falsified or stolen credentials.

Additionally, an individual or business entity may properly identify themselves, particularly when banking online, yet seek to establish

a business relationship for the purpose of perpetrating fraud.

Further, in addition to fraud committed against us, we may suffer losses

as a result of fraudulent activity committed against third parties.

Increased deployment of technologies, such as chip card technology,

defray and reduce aspects of fraud;

however, criminals are turning to other sources to steal personally identifiable information, such

as unaffiliated healthcare providers and government entities, in order to impersonate the consumer to commit fraud.

Many of these data

compromises are widely reported in the media.

type of fraudulent activity has taken many forms, ranging from check fraud, mechanical devices attached to ATM machines (“skimming”),

social engineering and phishing attacks to obtain personal information or impersonation of our clients through the use of falsified or

stolen credentials.

Additionally, an individual or business entity may properly identify themselves, particularly when banking online,

yet seek to establish a business relationship for the purpose of perpetrating fraud.

Further, in addition to fraud committed against us,

we may suffer losses as a result of fraudulent activity committed against third parties.

Increased deployment of technologies, such as

chip card technology, defray and reduce aspects of fraud;

however, criminals are turning to other sources to steal personally identifiable

information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer to commit fraud.

Many of these data compromises are widely reported in the media.

As a result of the increased sophistication of fraud

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an interruption or breach in security, including as a result of cyber-attacks.

We rely heavily on communications and information systems

to conduct our business.

Any failure, interruption or breach in security of these systems, including as a result of cyber-attacks, could

result in failures or disruptions in our client relationship management, deposit, loan, and other systems and also the disclosure or misuse

of confidential or proprietary information.

While we have systems, policies and procedures designed to prevent or limit the effect of

the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions

We rely heavily on communications and information

systems to conduct our business.

Any failure, interruption or breach in security of these systems, including as a result of cyber-attacks,

could result in failures or disruptions in our client relationship management, deposit, loan, and other systems and also the disclosure

or misuse of confidential or proprietary information.

While we have systems, policies and procedures designed to prevent or limit the

effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions

or security breaches will not occur or, if they do occur, that they will be adequately addressed.

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resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

While we have not experienced any material losses relating

to cyber-attacks or other information security breaches to date, we may suffer such losses in the future and any information security

breach could result in significant costs to us, which may include fines and penalties, potential liabilities from governmental or third

party investigations, proceedings or litigation, legal, forensic and consulting fees and expenses, costs and diversion of management attention

required for investigation and remediation actions, and the negative impact on our reputation and loss of confidence of our customers

and others, any of which could have a material adverse impact on our business, financial condition and operating results.

While we have not experienced any material losses

relating to cyber-attacks or other information security breaches to date, we may suffer such losses in the future and any information

security breach could result in significant costs to us, which may include fines and penalties, potential liabilities from governmental

or third party investigations, proceedings or litigation, legal, forensic and consulting fees and expenses, costs and diversion of management

attention required for investigation and remediation actions, and the negative impact on our reputation and loss of confidence of our

customers and others, any of which could have a material adverse impact on our business, financial condition and operating results.

Our enterprise risk management framework may

not be effective in mitigating risk and reducing the potential for losses.

Our enterprise risk management framework seeks to mitigate

risk and loss to us.

We have established comprehensive policies and procedures and an internal control framework designed to provide a

sound operational environment for the types of risk to which we are subject, including credit risk, market risk (interest rate and price

risks), liquidity risk, operational risk, compliance risk, legal risk, strategic risk, and reputational risk.

However, as with any risk

management framework, there are inherent limitations to our current and future risk management strategies, including risks that we have

not appropriately anticipated or identified.

In addition, our businesses and the markets in which we operate are continuously evolving.

Our enterprise risk management framework seeks to

mitigate risk and loss to us.

We have established comprehensive policies and procedures and an internal control framework designed to

provide a sound operational environment for the types of risk to which we are subject, including credit risk, market risk (interest rate

and price risks), liquidity risk, operational risk, compliance risk, legal risk, strategic risk, and reputational risk.

However, as with

any risk management framework, there are inherent limitations to our current and future risk management strategies, including risks that

we have not appropriately anticipated or identified.

In addition, our businesses and the markets in which we operate are continuously

We may fail to adequately or timely enhance our enterprise risk framework to address those changes.

If our enterprise risk framework is

ineffective, either because it fails to keep pace with changes in the financial markets, regulatory requirements, our businesses, our

If our enterprise risk framework

is ineffective, either because it fails to keep pace with changes in the financial markets, regulatory requirements, our businesses, our

counterparties, clients or service providers or for other reasons, we could incur losses, suffer reputational damage or find ourselves

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financial condition and results of operations.

In 2024 and early 2025, the pace of technological change has accelerated, and the rapid

evolution of cybersecurity threats, as well as the need to integrate new digital platforms, has increased the risks associated with failure

In recent years, the pace of technological change has accelerated, and the rapid evolution

of cybersecurity threats, as well as the need to integrate new digital platforms, has increased the risks associated with failure to adapt.

The development and use of AI presents risks

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AI models, especially generative ones, might

produce biased, inaccurate, or harmful outputs, disclose confidential information, or infringe on intellectual property rights.

their inherent complexity limits transparency, complicating oversight and error reduction.

Reliance on third-party models further exposes

us to risks associated with unauthorized training data and their risk management practices.

Any of these issues could lead to legal liabilities,

reputational harm, and adverse impacts on our business.

produce biased, inaccurate, harmful, or otherwise ‘hallucinated’ outputs, disclose confidential information, or infringe on

intellectual property rights.

Moreover, their inherent complexity limits transparency, complicating oversight and error reduction.

on third-party models further exposes us to risks associated with unauthorized training data and their risk management practices.

of these issues could lead to legal liabilities, reputational harm, and adverse impacts on our business.

Our profitability is dependent on our banking

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Thus, an increase in the amount of nonperforming assets could have a material adverse impact on our net interest income.

In March 2020, in response to the COVID-19 pandemic,

the Federal Reserve reduced the target Federal Funds rate to between zero and 0.25%.

However, starting in March 2022 and continuing through

mid-2023, the Federal Reserve raised the target Federal Funds rate to between 5.25% and 5.50% in response to persistent inflationary pressures.

As of 2025, interest rates remain elevated, and prolonged higher rates could result in net interest margin compression as interest-bearing

liability rates continue to reprice upwards, while interest-earning assets may have already repriced to peak yields.

Rapid changes in

interest rates make it difficult for us to balance our loan and deposit portfolios, which may adversely affect our results of operations

by, for example, reducing asset yields or spreads, creating operating and system issues, or having other adverse impacts on our business.

When short-term interest rates are low for a prolonged period and assuming longer-term interest rates fall further, we could experience

net interest margin compression as our interest-earning assets would continue to reprice downward while our interest-bearing liability

rates could fail to decline in tandem, which would have an adverse effect on our net interest income and could have an adverse effect

on our business, financial condition and results of operations.

When interest-earning assets mature or reprice more quickly, or to a greater

degree than interest-bearing liabilities, falling interest rates could reduce net interest income.

When interest-bearing liabilities mature

or reprice more quickly, or to a greater degree than interest-earning assets in a period, an increase in interest rates could reduce net

interest income.

In March 2020, in response to the COVID-19

pandemic, the Federal Reserve reduced the target Federal Funds rate to between zero and 0.25%.

However, starting in March 2022 and

continuing through mid-2023, the Federal Reserve raised the target Federal Funds rate to between 5.25% and 5.50% in response to

persistent inflationary pressures.

In 2024 and early 2025, continued regional economic uncertainty, exacerbated by persistent

inflation, supply chain disruptions, and subdued consumer spending, has further increased the risks in our primary markets.

mid-to-late 2025, interest rates remain elevated, and prolonged higher rates could result in net interest margin compression as

interest-bearing liability rates continue to reprice upwards, while interest-earning assets may have already repriced to peak

Rapid changes in interest rates make it difficult for us to balance our loan and deposit portfolios, which may adversely

affect our results of operations by, for example, reducing asset yields or spreads, creating operating and system issues, or having

other adverse impacts on our business.

When short-term interest rates are low for a prolonged period and assuming longer-term

interest rates fall further, we could experience net interest margin compression as our interest-earning assets would continue to

reprice downward while our interest-bearing liability rates could fail to decline in tandem, which would have an adverse effect on

our net interest income and could have an adverse effect on our business, financial condition and results of operations.

interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest

rates could reduce net interest income.

When interest-bearing liabilities mature or reprice more quickly, or to a greater degree

than interest-earning assets in a period, an increase in interest rates could reduce net interest income.

In addition, our mortgage operations provide a portion

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may be adversely affected to the extent that we are unable to reduce expenses commensurate with the decline in loan originations.

Inflationary pressures and rising prices

may affect our results of operations and financial condition.

In 2021 through 2022, inflation rose to levels not

seen for over 40 years, reaching 7% and 6.5%, respectively.

In 2023, the annual inflation rate decreased to 3.4% but inflationary pressures

are currently expected to remain elevated throughout 2024.

During the latter part of 2024 and into early 2025, the annual inflation rate

averaged approximately 4.2%, although some moderation has been observed in early 2025.

Nonetheless, persistently higher input costs, wage

pressures, and ongoing supply chain disruptions continue to challenge our customers’ ability to service their debt, thereby potentially

increasing our credit risk.

Inflation could lead to increased costs to our customers, making it more difficult for them to repay their

loans or other obligations increasing our credit risk.

Sustained higher interest rates by the Federal Reserve may be needed to tame persistent

inflationary price pressures, which could push down asset prices and weaken economic activity.

A deterioration in economic conditions

in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral

values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition

and results of operations.

Inflationary pressures and rising prices may

affect our results of operations and financial condition.

In 2021 and 2022, inflation rose to levels not seen

While inflation has since moderated, inflationary pressures have remained a factor into 2026, notwithstanding periods of moderation.

Nonetheless, persistently higher input costs, wage pressures, and ongoing supply chain disruptions continue to challenge our customers’

ability to service their debt, thereby potentially increasing our credit risk.

Inflation could lead to increased costs to our customers,

making it more difficult for them to repay their loans or other obligations increasing our credit risk.

Sustained higher interest rates

by the Federal Reserve may be needed to tame persistent inflationary price pressures, which could push down asset prices and weaken economic

A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies

and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in

turn, would adversely affect our business, financial condition and results of operations.

The Federal Reserve has implemented significant

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a relatively tight monetary policy to address persistent inflationary pressures, resulting in elevated short-term interest rates.

as inflation began to moderate, the Federal Reserve signaled a gradual recalibration of its policy stance, though it remains cautious

amid ongoing economic uncertainty.

mid-2024, as inflation has moderated, the Federal Reserve has gradually recalibrated its policy stance and dropped rates, though it remains

cautious amid ongoing economic uncertainty.

Effects on the yield curve often are most pronounced

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may signal potential economic slowdowns or increased recessionary risks.

It is unclear how long it will take for long-term rates

It is unclear how long it will take for long-term

rates to catch up.

Many external factors may interfere with the effects of these plans or cause them to be changed, sometimes quickly.

factors include significant economic trends or events as well as significant international monetary policies and events.

Elevated interest

rates, combined with an inverted or flattening yield curve, can increase borrowing costs, depress asset values, and reduce loan demand—factors

that may adversely affect our operating results and financial condition.

Moreover, unexpected shifts in domestic or international economic

policies, or abrupt changes in market conditions, could lead to rapid alterations in the yield curve and further impact the broader financial

Such factors include significant economic trends or events as well as significant international monetary policies and events.

interest rates, combined with an inverted or flattening yield curve, can increase borrowing costs, depress asset values, and reduce loan

demand—factors that may adversely affect our operating results and financial condition.

Moreover, unexpected shifts in domestic

or international economic policies, or abrupt changes in market conditions, could lead to rapid alterations in the yield curve and further

impact the broader financial system.

Negative public opinion surrounding the Company

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the stock prices of many financial institutions to become volatile.

In 2024 and into 2025, continued concerns regarding the stability

of certain regional banks and potential liquidity risks have further contributed to market volatility and investor caution.

bank failures could have an adverse effect on our financial condition and results of operations, either directly or through an adverse

impact on certain of our customers.

Additional bank failures could have an adverse effect on our financial

condition and results of operations, either directly or through an adverse impact on certain of our customers.

In response to these bank failures and the resulting

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deposit obligations of the failed banks, while leaving unsecured lenders and equity holders of such institutions exposed to losses.

the risk of any additional bank failures, we may face the potential for reputational risk, deposit outflows, increased costs and competition

for liquidity, and increased credit risk which, individually or in the aggregate, could have a material adverse effect on our business,

financial condition and results of operations.

a Federal Reserve emergency lending facility established in response to the 2023 bank failures ceased making new loans in March 2024.

With the risk of any additional bank failures, we may face the potential for reputational risk, deposit outflows, increased costs and

competition for liquidity, and increased credit risk which, individually or in the aggregate, could have a material adverse effect on

our business, financial condition and results of operations.

Consumers may decide not to use banks to complete

their financial transactions.

Technology and other changes are allowing parties to

complete financial transactions through alternative methods that historically have involved banks.

Technology and other changes are allowing parties

to complete financial transactions through alternative methods that historically have involved banks.

For example, consumers can now maintain

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Risks Related to Our Strategic Plans

We are dependent on key individuals and the loss

of one or more of these key individuals could curtail our growth and adversely affect our prospects.

We are dependent on key individuals and the

loss of one or more of these key individuals could curtail our growth and adversely affect our prospects.

Arthur Seaver, Jr., our chief executive officer,

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We may not be successful in retaining

key personnel, and the unexpected loss of services of one or more of our key personnel could have a material adverse effect

on our business because of their skill, knowledge of

our primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

In particular,

Andrew Borrmann, our chief financial officer, announced his resignation on February 27, 2024.

Leadership transitions can be inherently

difficult to manage, and an inadequate transition to a permanent successor may cause disruptions to our business due to, among other things,

diverting management’s attention or causing a deterioration in morale.

key personnel, and the unexpected loss of services of one or more of our key personnel could have a material adverse effect on our business

because of their skill, knowledge of our primary markets, years of industry experience and the difficulty

of promptly finding qualified replacement personnel.

Leadership transitions can be inherently difficult to manage, and an inadequate transition to a permanent successor may cause disruptions

to our business due to, among other things, diverting management’s attention or causing a deterioration in morale.

Our success also depends, in part, on our continued

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to execute our business strategy may be lengthy.

If the services of any of our other key personnel should

become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to the Company, or at

all, which could have a material adverse effect on our business, results of operation, financial condition, and future prospects.

departure of any of our other personnel could also have a material adverse impact on our business, results of operations and growth prospects.

In 2021, there was a dramatic increase in workers leaving their positions throughout

our industry and other industries that is being referred to as the “great resignation,” and the market to build, retain and

replace talent then became even more highly competitive.

These trends resulted in labor shortages in many of our markets, which made attracting

new employees and replacing existing employees more difficult.

However, by 2023, labor shortages began to ease somewhat, and while challenges

persisted, the economy showed signs of stabilization in the labor market, improving workforce availability.

While labor conditions have

continued to evolve through 2024 and 2025, talent retention and competition for skilled workers remain key concerns for many industries.

If the services of any of our other key personnel

should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to the Company,

or at all, which could have a material adverse effect on our business, results of operation, financial condition, and future prospects.

The departure of any of our other personnel could also have a material adverse impact on our business, results of operations and growth

The success of our growth strategy depends on

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Moreover, these types of expansions involve various risks, including:

time and costs of evaluating new markets, hiring or retaining experienced local management,

and opening new offices and the time lags between these activities and the generation of

sufficient assets and deposits to support the costs of the expansion;

incurrence and possible impairment of goodwill associated with an acquisition and possible

adverse effects on our results of operations;

potential inaccuracy of the estimates and judgments used to evaluate credit, operations,

management, and market risks with respect to a target institution;

the time and expense associated with identifying and evaluating potential merger or acquisition

targets and other expansion opportunities and negotiating potential transactions, resulting

in management’s attention being diverted from the operation of our existing business;

possibility that the expected benefits of a transaction may not materialize in the timeframe

expected or at all, or may be costlier to achieve;

risk that we may be unsuccessful in attracting and retaining deposits and originating high

quality loans in new markets;

or unanticipated expense associated with converting the operating systems of an acquired

or merged company into ours;

in completing a merger, acquisition or other expansion activities due to litigation, closing

conditions or the regulatory approval process;

risk of loss of key employees and clients of the Company or the acquired or merged company.

the time and costs of evaluating new markets, hiring or retaining experienced local management, and opening new offices and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;

the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse effects on our results of operations;

the potential inaccuracy of the estimates and judgments used to evaluate credit, operations, management, and market risks with respect to a target institution;

incurring the time and expense associated with identifying and evaluating potential merger or acquisition targets and other expansion opportunities and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business;

the possibility that the expected benefits of a transaction may not materialize in the timeframe expected or at all, or may be costlier to achieve;

the risk that we may be unsuccessful in attracting and retaining deposits and originating high quality loans in new markets;

difficulty or unanticipated expense associated with converting the operating systems of an acquired or merged company into ours;

delay in completing a merger, acquisition or other expansion activities due to litigation, closing conditions or the regulatory approval process;

the risk of loss of key employees and clients of the Company or the acquired or merged company.

There is no assurance that existing branches or future

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in opening branches, and new branches generally do not generate sufficient revenues to offset their costs until they have been in operation

least a year or more.

Accordingly, any new branches

established can be expected to negatively impact earnings for some period of time until they reach certain economies of scale.

Our historical

results may not be indicative of future results or results that may be achieved, particularly if we continue to expand.

for at least a year or more.

Accordingly, any new branches established can be expected to negatively impact earnings for some period of

time until they reach certain economies of scale.

Our historical results may not be indicative of future results or results that may be

achieved, particularly if we continue to expand.

Failure to successfully address these and other issues

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and we may be unable to pay future dividends even if we desire to do so.

The Federal Reserve has issued a policy statement regarding

the payment of dividends by bank holding companies.

In general, the Federal Reserve’s policies provide that dividends should be

paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent

with the organization’s capital needs, asset quality and overall financial condition.

The Federal Reserve’s policies also

require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available

The Federal Reserve has issued a policy statement

regarding the payment of dividends by bank holding companies.

In general, the Federal Reserve’s policies provide that dividends

should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears

consistent with the organization’s capital needs, asset quality and overall financial condition.

The Federal Reserve’s policies

also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available

resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial

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distributions.

Statutory and regulatory limitations apply to the Bank’s

payment of dividends to the Company.

As a South Carolina chartered bank, the Bank is subject to limitations on the amount of dividends

that it is permitted to pay.

Statutory and regulatory limitations apply to the

Bank’s payment of dividends to the Company.

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

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.

If the Bank is not permitted

to pay cash dividends to the Company, it is unlikely that we would be able to pay cash dividends on our common stock.

Moreover, holders

of our common stock are entitled to receive dividends only when, and if declared by our board of directors.

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

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.

is not permitted to pay cash dividends to the Company, it is unlikely that we would be able to pay cash dividends on our common stock.

Moreover, holders of our common stock are entitled to receive dividends only when, and if declared by our board of directors.

Our stock price may be volatile, which could result

in losses to our investors and litigation against us.

Our stock price has been volatile in the past and several

factors could cause the price to fluctuate substantially in the future.

Our stock price has been volatile in the past and

several factors could cause the price to fluctuate substantially in the future.

These factors include but are not limited to:

actual or anticipated

variations in earnings, changes in analysts’ recommendations or projections, our announcement of developments related to our businesses,

operations and stock performance of other companies deemed to be peers, new technology used or services offered by traditional and non-traditional

competitors, news reports of trends, irrational exuberance on the part of investors, new federal banking regulations, and other issues

related to the financial services industry.

Our stock price may fluctuate significantly in the future, and these fluctuations may be unrelated

to our performance.

General market declines or market volatility in the future, especially in the financial institutions sector, could

adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive.

the past, securities class action lawsuits have been instituted against some companies following periods of volatility in the market price

of its securities.

anticipated variations in earnings, changes in analysts’ recommendations or projections, our announcement of developments related

to our businesses, operations and stock performance of other companies deemed to be peers, new technology used or services offered by

traditional and non-traditional competitors, news reports of trends, irrational exuberance on the part of investors, new federal banking

regulations, and other issues related to the financial services industry.

Our stock price may fluctuate significantly in the future, and

these fluctuations may be unrelated to our performance.

General market declines or market volatility in the future, especially in the

financial institutions sector, could adversely affect the price of our common stock, and the current market price may not be indicative

of future market prices.

Stock price volatility may make it more difficult for you to resell

your common stock when you want and at prices you

find attractive.

Moreover, in the past, securities class action lawsuits have been instituted against some companies following periods

of volatility in the market price of its securities.

We could in the future be the target of similar litigation.

Securities litigation could result in substantial costs

and divert management’s attention and resources from our normal business.

Securities litigation

could result in substantial costs and divert management’s attention and resources from our normal business.

Future sales of our stock by our shareholders

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ownership interest of our existing shareholders.

Provisions of our articles of incorporation and

bylaws, South Carolina law, and state and federal banking regulations, could delay or prevent a takeover by a third party.

Provisions of our articles of incorporation

and bylaws, South Carolina law, and state and federal banking regulations, could delay or prevent a takeover by a third party.

Our articles of incorporation and bylaws could delay,

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Our governing documents:

a class of preferred stock that may be issued in series with terms, including voting rights,

established by the board of directors without shareholder approval;

20,000,000 shares of common stock and 10,000,000 shares of preferred stock that may be issued

by the board of directors without shareholder approval;

our board with staggered three year terms, preventing a change in a majority of the board

at any annual meeting;

advance notice of proposed nominations for election to the board of directors and business

to be conducted at a shareholder meeting;

the board of directors the discretion, when considering whether a proposed merger or similar

transaction is in the best interests of the Company and our shareholders, to take into account

the effect of the transaction on the employees, clients and suppliers of the Company and

upon the communities in which offices of the Company are located, to the extent permitted

by South Carolina law;

that the number of directors shall be fixed from time to time by resolution adopted by a

majority of the directors then in office, but may not consist of fewer than five nor more

than 25 members;

that no individual who is or becomes a "business competitor" or who is or becomes

affiliated with, employed by, or a representative of any individual, corporation, or other

entity which the board of directors, after having such matter formally brought to its attention,

determines to be in competition with us or any of our subsidiaries (any such individual,

corporation, or other entity being a "business competitor") shall be eligible to

serve as a director if the board of directors determines that it would not be in our best

interests for such individual

to serve as a director (any financial institution

having branches or affiliates within Greenville County, South Carolina is presumed to be a business competitor unless the board of directors

determines otherwise).

authorize a class of preferred stock that may be issued in series with terms, including voting rights, established by the board of directors without shareholder approval;

authorize 20,000,000 shares of common stock and 10,000,000 shares of preferred stock that may be issued by the board of directors without shareholder approval;

require advance notice of proposed nominations for election to the board of directors and business to be conducted at a shareholder meeting;

grant the board of directors the discretion, when considering whether a proposed merger or similar transaction is in the best interests of the Company and our shareholders, to take into account the effect of the transaction on the employees, clients and suppliers of the Company and upon the communities in which offices of the Company are located, to the extent permitted by South Carolina law;

provide that the number of directors shall be fixed from time to time by resolution adopted by a majority of the directors then in office, but may not consist of fewer than five nor more than 25 members;

provide that no individual who is or becomes a “business competitor” or who is or becomes affiliated with, employed by, or a representative of any individual, corporation, or other entity which the board of directors, after having such matter formally brought to its attention, determines to be in competition with us or any of our subsidiaries (any such individual, corporation, or other entity being a “business competitor”) shall be eligible to

serve as a director if the board of directors determines that it would not be in our best interests for such individual to serve as a director (any financial institution having branches or affiliates within Greenville County, South Carolina is presumed to be a business competitor unless the board of directors determines otherwise).

In addition, the South Carolina business combinations

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is not guaranteed by the FDIC.

Shares of our common stock are not a bank deposit and,

therefore, losses in value are not insured by the FDIC, any other deposit insurance fund or by any other public or private entity.

in shares of our common stock is inherently risky for the reasons described herein and our shareholders will bear the risk of loss if

the value or market price of our common stock is adversely affected.

Shares of our common stock are not a bank deposit

and, therefore, losses in value are not insured by the FDIC, any other deposit insurance fund or by any other public or private entity.

Investment in shares of our common stock is inherently risky for the reasons described herein and our shareholders will bear the risk

of loss if the value or market price of our common stock is adversely affected.

General Risk Factors

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lender liability.

From time to time, clients and others make claims and

take legal action pertaining to our performance of fiduciary responsibilities.

These claims are often referred to as “lender liability”

claims and are sometimes brought in an effort to produce or increase leverage against us in workout negotiations or debt collection proceedings.

From time to time, clients and others make claims

and take legal action pertaining to our performance of fiduciary responsibilities.

These claims are often referred to as “lender

liability” claims and are sometimes brought in an effort to produce or increase leverage against us in workout negotiations or debt

collection proceedings.

Lender liability claims frequently assert one or more of the following allegations:

breach of fiduciary duties, fraud, economic duress,

breach of contract, breach of the implied covenant of good faith and fair dealing, and similar claims.

Whether customer claims and legal

action related to the performance of our responsibilities are founded or unfounded, if such claims and legal actions are not resolved

in a favorable manner, they may result in significant financial liability and/or adversely affect our market reputation, products and

services, as well as potentially affecting customer demand for those products and services.

Any financial liability or reputation damage

could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition,

results of operations and liquidity.

breach of fiduciary duties,

fraud, economic duress, breach of contract, breach of the implied covenant of good faith and fair dealing, and similar claims.

customer claims and legal action related to the performance of our responsibilities are founded or unfounded, if such claims and legal

actions are not resolved in a favorable manner, they may result in significant financial liability and/or adversely affect our market

reputation, products and services, as well as potentially affecting customer demand for those products and services.

Any financial liability

or reputation damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our

financial condition, results of operations and liquidity.

From time to time, we are, or may become, involved

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The results of such proceedings could lead to significant civil or criminal penalties, including monetary penalties,

damages, adverse judgements, settlements, fines, injunctions, restrictions on the way we conduct our business or reputational harm.

damages, adverse judgments, settlements, fines, injunctions, restrictions on the way we conduct our business or reputational harm.

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 1A. Risk Factors