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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-03-03 · 109 added, 85 removed, 91 unchanged (68% of the section changed)

Controls and Procedures

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.

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.

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 8.

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 2025 that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Other Information

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.

ITEM 2.03 Creation of a Direct Financial Obligation.

The relevant disclosure set forth in Item 1.01

above is incorporated herein by reference in response to this Item 2.03.

Trading Plans

During the three months ended December 31, 2025,

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 S-K.

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 19, 2026 and is incorporated herein by reference.

Executive Compensation.

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

In response to this Item, this information is

contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2026 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 19, 2026 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 19, 2026 is incorporated herein by reference.

Principal Accounting Fees and

In response to this Item, this information is

contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2026 and is incorporated herein by reference.

Exhibits, Financial Statement

Financial Statements

8 unchanged sentences

Notes to the Consolidated Financial Statements

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.

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, as amended, of Southern First Bancshares, Inc.

3 unchanged sentences

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).

Amendment to Amended and Restated Bylaws dated January 20, 2026 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on January 22, 2026).

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

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.

4 unchanged sentences

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

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

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

Southern First Bancshares, Inc.

19 unchanged sentences

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.

26 unchanged sentences

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 .

Modification of Loan, dated as of February 28, 2025, by and between the Company and TIB, National Association (incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K filed on March 3, 2025).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed on March 3, 2025).

Subsidiaries.

10 unchanged sentences

contract or compensatory plan or arrangement

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.

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.

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.

February 24, 2026

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

Arthur Seaver, Jr.

Executive Officer)

Financial Officer

Financial Officer)

Accounting Officer

Accounting Officer)

Director, Chief Executive Officer

February 24, 2026

Arthur Seaver, Jr.

(Principal Executive Officer)

/s/Christian J.

Chief Financial Officer

February 24, 2026

(Principal Financial Officer)

Chief Accounting Officer

February 24, 2026

(Principal Accounting Officer)

February 24, 2026

/s/Jennifer S.

February 24, 2026

/s/Leighton M.

February 24, 2026

/s/Darrin Goss, Sr.

February 24, 2026

Darrin Goss, Sr.

/s/ Terry Grayson-Caprio

February 24, 2026

Terry Grayson-Caprio

Grayson-Caprio

/s/Tecumseh Hooper, Jr.

February 24, 2026

Tecumseh Hooper, Jr.

/s/Rudolph G.

Johnstone, III M.D.

February 24, 2026

Johnstone, III, M.D.

February 24, 2026

/s/ William A.

February 24, 2026

/s/William M.

McClatchey, Jr.

February 24, 2026

McClatchey, Jr.

Director, Chairman

February 24, 2026

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