Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on our management’s evaluation (with
the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report,
our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective
to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.
For management’s report on internal control
over financial reporting and the attestation report thereon issued by our independent registered public accounting firm, see Item 8. Financial
Statements and Supplementary Data.
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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.
Item 9B. Other Information
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.
Item 9C. Disclosures
Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
PART III
Item 10. 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.
Item 11. Executive Compensation.
In response to this Item, this information is
contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2026 and is incorporated herein by reference.
Item 12. 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.
Item 13. 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.
Item 14. Principal Accounting Fees and
Services.
In response to this Item, this information is
contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2026 and is incorporated herein by reference.
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Item 15. Exhibits, Financial Statement
Schedules
(a)
(1)
Financial Statements
The following consolidated financial statements are located in Item 8 of this report.
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
Notes to the Consolidated Financial Statements
(2)
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.
(3)
Exhibits
See the “Exhibit Index” immediately following the signature page of this report.
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EXHIBIT INDEX
3.1
Amended and Restated Articles, as amended, of Southern First Bancshares, Inc. (effective May 30, 2024). (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on July 31, 2024).
3.2
Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed March 24, 2008).
3.3
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).
3.4
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).
4.1
Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.2
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. 333-83851).
4.3
Indenture dated as of September 30, 2019 between Southern First Bancshares, Inc. and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).
4.4
Form of 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed on September 30, 2019).
4.5
Form of Global 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc. (incorporated by reference to Exhibit 2 to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).
10.1
Southern First Bancshares, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed April 6, 2010).*
10.2
Amendment to Southern First Bancshares, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 15, 2014).*
10.3
Amendment to Southern First Bancshares, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 14, 2015).*
10.4
Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s Form S-8 filed on August 12, 2010).*
10.5
Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s Form S-8 filed on August 12, 2010).*
10.6
Sublease Agreement between Greenville First Bank, N.A. and Augusta Road Holdings, LLC dated February 26, 2004 (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-QSB for the period ended June 30, 2004).
10.7
R. Arthur Seaver, Jr. Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed October 3, 2013).*
10.8
Calvin C. Hurst Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 1, 2023).*
10.9
Amendment to Employment Agreement by and between Southern First Bank and Calvin C. Hurst, dated May 6, 2024 (incorporated by reference to Exhibit 10.2 of Southern First Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on May 7, 2024).*
10.10
Form of Split Dollar Agreement between certain executives and Southern First Bancshares, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed February 18, 2009).*
10.11
Form of Southern First Bank, N.A. Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed December 23, 2008). *
10.12
Form of First Amendment to Southern First Bank, N.A. Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed December 23, 2008).*
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10.13
R. Arthur Seaver, Jr. Second Amendment to Salary Continuation Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed October 3, 2013).*
10.14
Southern First Bancshares, Inc. 2016 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 12, 2016).*
10.15
Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s Form S-8 filed on August 18, 2016).*
10.16
Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s Form S-8 filed on August 18, 2016).*
10.17
Amendment dated as of January 31, 2019 to R. Arthur Seaver, Jr. Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 6, 2019).*
10.18
William Marion Aiken, III Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 2, 2023).*
10.19
Amendment to Employment Agreement by and between Southern First Bank and William M. Aiken, III, dated May 6, 2024 (incorporated by reference to Exhibit 10.3 of Southern First Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on May 7, 2024).*
10.20
Form of Subordinated Note Purchase Agreement dated as of September 30, 2019 by and among Southern First Bancshares, Inc. and certain qualified institutional buyers and accredited investors (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 30, 2019).
10.21
Form of Registration Rights Agreement dated as of September 30, 2019 by and among Southern First Bancshares, Inc. and certain qualified institutional buyers and accredited investors (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 30, 2019).
10.22
Loan Agreement, dated as of December 28, 2023, by and between Southern First Bancshares, Inc. and TIB, National Association (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 3, 2024).
10.23
Promissory Note, dated as of December 28, 2023, by and between Southern First Bancshares, Inc. and TIB, National Association (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 3, 2024).
10.24
Pledge Agreement, dated as of December 28, 2023, by and between Southern First Bancshares, Inc. and TIB, National Association (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on January 3, 2024).
10.25
Amendment to the Southern First Bancshares, Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders filed on April 3, 2024).*
10.26
Employment Agreement by and between Southern First Bank and Christian Zych, dated May 6, 2024 (incorporated by reference to Exhibit 10.1 of Southern First Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on May 7, 2024).*
10.27
Amendment to the Southern First Bancshares, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 24, 2025).*
10.28
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).*
10.29
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).
19.1
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).
21
Subsidiaries.
23
Consent of Independent Public Accountants.
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24
Power of Attorney (contained herein as part of the signature pages).
31.1
Rule 13a-14(a) Certification of the Principal Executive Officer.
31.2
Rule 13a-14(a) Certification of the Principal Financial Officer.
32
Section 1350 Certifications of the Principal Executive Officer and Principal Financial Officer.
97
Incentive
Compensation Recovery Policy, effective November 21, 2023 (incorporated by reference to Exhibit 97 of the Company’s Form
10-K filed on March 5, 2024).
101
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in eXtensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023, (iii) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2025, 2024, and 2023, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, and (iv) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Management
contract or compensatory plan or arrangement
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SIGNATURES
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.
Date: February 24, 2026
By:
/s/R. Arthur Seaver, Jr.
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints R. Arthur Seaver, Jr., his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments
to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto the attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates
indicated.
Signature
Title
Date
/s/R. Arthur Seaver, Jr.
Director, Chief Executive Officer
February 24, 2026
R. Arthur Seaver, Jr.
(Principal Executive Officer)
/s/Christian J. Zych
Chief Financial Officer
February 24, 2026
Christian J. Zych
(Principal Financial Officer)
/s/Julie A. Fairchild
Chief Accounting Officer
February 24, 2026
Julie A. Fairchild
(Principal Accounting Officer)
/s/Andrew B. Cajka, Jr.
Director
February 24, 2026
Andrew B. Cajka, Jr.
/s/Jennifer S. Cluverius
Director
February 24, 2026
Jennifer S. Cluverius
/s/Mark A. Cothran
Director
February 24, 2026
Mark A. Cothran
/s/Leighton M. Cubbage
Director
February 24, 2026
Leighton M. Cubbage
/s/David G. Ellison
Director
February 24, 2026
David G. Ellison
/s/Anne S. Ellefson
Director
February 24, 2026
Anne S. Ellefson
/s/Darrin Goss, Sr.
Director
February 24, 2026
Darrin Goss, Sr.
/s/ Terry Grayson-Caprio
Director
February 24, 2026
Terry Grayson-Caprio
/s/Tecumseh Hooper, Jr.
Director
February 24, 2026
Tecumseh Hooper, Jr.
/s/Rudolph G. Johnstone, III M.D.
Director
February 24, 2026
Rudolph G. Johnstone, III, M.D.
/s/ Ray A. Lattimore
Director
February 24, 2026
Ray A. Lattimore
/s/Anna T. Locke
Director
February 24, 2026
Anna T. Locke
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/s/ William A. Maner, IV
Director
February 24, 2026
William A. Maner, IV
/s/William M. McClatchey, Jr.
Director
February 24, 2026
William M. McClatchey, Jr.
/s/James B. Orders, III
Director, Chairman
February 24, 2026
James B. Orders, III
120