TCBC / TC Bancshares, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

As filed with the Securities and Exchange Commission on August 1, 2024

S-8 POS As filed with the Securities and Exchange Commission on August 1, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40637 TC BANCSHARES, INC. (Exact name of registrant as specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(B) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40637 Issuer:   TC BANCSHAR

25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(B) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40637 Issuer:   TC BANCSHARES, INC. Exchange: The Nasdaq Stock Market (Exact name of registrant as specified in its charter, and name of Exchange where security is listed and

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2024 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

TC Bancshares, Inc. Announces Voluntary Delisting from NASDAQ

For Immediate Release: EXHIBIT 99.1 July 12, 2024 For Additional Information: Greg Eiford, 229-584-1031 [email protected] TC Bancshares, Inc. Announces Voluntary Delisting from NASDAQ Thomasville, GA — TC Bancshares, Inc. (the “Company”) (Nasdaq: TCBC), the holding company for TC Federal Bank (the “Bank”), announced today its decision to voluntarily delist its common stock from the Nasdaq

TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend

For Immediate Release: EXHIBIT 99.1 June 24, 2024 For Additional Information: Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend Thomasville, GA — TC Bancshares, Inc. (the “Company”) (Nasdaq: TCBC) announced that on June 20, 2024, its Board of Directors declared a semi-annual cash dividend in the amount of $0.05 per share of commo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2024 TC BANCSHARES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2024 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2024 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Exact

Employment Agreement with M. Penney dated April 17, 2024

EX 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 17, 2024 (the “Effective Date”), by and between TC FEDERAL BANK, a federal savings association, (the “Bank”) and MICHAEL PENNEY (“Executive”). The Bank and Executive are sometimes hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party.” WHEREAS, the Bank wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))  Defin

Policy relating to recovery of erroneously awarded compensation*

Exhibit 97 TC Bancshares, Inc. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If TC Bancshares, Inc. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”)shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to recover all Recoverable Compe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40637 TC BANCSHARES,

TCBC / TC Bancshares, Inc. / TC Bancshares, Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TC Bancshares, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 87224V108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend

For Immediate Release: EXHIBIT 99.1 December 26, 2023 For Additional Information: Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend Thomasville, GA — TC Bancshares, Inc. (the “Company”) (Nasdaq: TCBC) announced that on December 7, 2023, its Board of Directors declared a semi-annual cash dividend in the amount of $0.05 per share o

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization

TC Bancshares, Inc. Announces Adoption of Repurchase Plan

EXHIBIT 99.1 For Immediate Release: December 15, 2023 For Additional Information: Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Adoption of Repurchase Plan Thomasville, GA— TC Bancshares, Inc. (the “Company”) (Nasdaq: TCBC), the holding company for TC Federal Bank, announced it has adopted a program to repurchase up to 450,000 shares of its common stock, or app

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Exact N

Current Report

131 South Dawson Street | PO Box 1197 | Thomasville, GA 31799 | 229.226.3221 TCFederal.com EXHIBIT 99.1 For Immediate Release: June 27, 2023 For Additional Information: Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Adoption of Repurchase Plan Thomasville, GA — TC Bancshares, Inc. (the “Company”) (Nasdaq: TCBC), the holding company for TC Federal Bank, announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 TC BANCSHARES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

TC Bancshares, Inc. Announces Adoption of Repurchase Plan

EXHIBIT 99.1 For Immediate Release: June 27, 2023 For Additional Information: Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Adoption of Repurchase Plan Thomasville, GA— TC Bancshares, Inc. (the “Company”) (Nasdaq: TCBC), the holding company for TC Federal Bank, announced it has adopted a program to repurchase up to 250,000 shares of its common stock, or approxi

TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend

For Immediate Release: EXHIBIT 99.1 June 23, 2023 For Additional Information: Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend Thomasville, GA — TC Bancshares, Inc. (Nasdaq: TCBC) announced that on June 22, 2023, its Board of Directors declared a semi-annual cash dividend in the amount of $0.05 per share of common stock. The cas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 TC BANCSHARES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

Employment Agreement with S. McLean dated February 1, 2023

EX 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2023 (the “Effective Date”), by and between TC FEDERAL BANK, a federal savings association, (the “Bank”) and SCOTT MCLEAN (“Executive”). The Bank and Executive are sometimes hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party.” WHEREAS, the Bank wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))  Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40637 TC BANCSHARES,

TCBC / TC Bancshares, Inc. / TC Bancshares, Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TC Bancshares, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 87224V108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

TC BANCSHARES, INC. ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION PLAN

EX 99.1 For Immediate Release: February 1, 2023 For Additional Information: Jami Porter, 229-584-1045, [email protected] Greg Eiford, 229-584-1031, [email protected] TC BANCSHARES, INC. ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION PLAN Thomasville, GA – TC Bancshares, Inc. (NASDAQ: TCBC) (the “Company”), the holding company for TC Federal Bank (“TCF”), today announced that Linda K.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization)

Amended and Restated Employment Agreement with G.H. Eiford. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 31, 2023)†

EX 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2023 (the “Effective Date”), by and between TC FEDERAL BANK, a federal savings association (the “Bank”) and GREG EIFORD, a resident of Georgia (“Executive”). The Bank and Executive are sometimes hereinafter referred to, collectively, as the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2023 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 TC Bancshares, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 TC Bancshares, Inc. (Exact name of registrant as specified in its charter) Georgia 86-2650449 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 131 South Dawson Street Thomasville, Georgia 31792 (229) 226-3221 (Ad

EX 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) TC Bancshares, Inc. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities

EX-FILING FEES 6 tcbc-exfilingfees.htm EX-FILING FEES EX 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) TC Bancshares, Inc. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Per Share(2) Maximum Aggregate Offering Price(2) Fee Rat

Form of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.5 of the Company's Registration Statement on Form S-8 (No. 333-269024))

EX-4.5 2 tcbc-ex45.htm EX-4.5 EX 4.5 TC BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of this day of , 20, between TC Bancshares, Inc., a Georgia corporation (the “Company”), and (the “Optionee”). WHEREAS, on July 20, 2022, the Board of Directors of the Company adopted the “TC Bancshares, Inc. 2022 Equity Incent

Form of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-8 (No. 333-269024))

EX 4.6 TC BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN Restricted Stock Award Grant Notice Participant Name: Company: TC Bancshares, Inc. Notice: A summary of the terms of your grant of Restricted Shares is set out in this notice (the ?Grant Notice?) but subject always to the terms of the TC Bancshares, Inc. 2022 Equity Incentive Plan (the ?Plan?) and the Restricted Stock Award Agreement (the ?Awar

TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend

EXHIBIT 99.1 For Immediate Release: December 23, 2022 For Additional Information: Jami Porter, 229-584-1045, [email protected] Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend Thomasville, GA — TC Bancshares, Inc. (Nasdaq: TCBC) announced that its Board of Directors, declared a semi-annual cash dividend on December 21, 2

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Ex

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tcbc-july2022-proxyst.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Onl

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (

TC Bancshares, Inc. Announces Adoption of Repurchase Plan

EXHIBIT 99.1 For Immediate Release: August 3, 2022 For Additional Information: Jami Porter, 229-584-1045, [email protected] Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Adoption of Repurchase Plan Thomasville, GA ? TC Bancshares, Inc. (the ?Company?) (Nasdaq: TCBC), the holding company for TC Federal Bank, announced it has adopted a program to repurcha

TC Bancshares, Inc. Announces New Director

EXHIBIT 99.1 For Immediate Release: July 21, 2022 For Additional Information: Jami Porter, 229-584-1045, [email protected] Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces New Director Thomasville, GA ? TC Bancshares, Inc. (Nasdaq: TCBC) announced that its Board of Directors increased its size to 8 directors and appointed Joshua Travis Bryant to fill the n

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend

EX-99.99..1 2 tcbc-ex99991.htm EX-99.99..1 EXHIBIT 99.1 For Immediate Release: June 17, 2022 For Additional Information: Jami Porter, 229-584-1045, [email protected] Greg Eiford, 229-584-1031, [email protected] TC Bancshares, Inc. Announces Declaration of Semi-Annual Dividend Thomasville, GA — TC Bancshares, Inc. (Nasdaq: TCBC) announced that its Board of Directors, declared a semi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40637 TC Bancshares, Inc. (Exact

TC Federal Bank Expands into Jacksonville, FL

Exhibit 99.1 For Immediate Release: April 7, 2022 For Additional Information: Jami Porter, 229-584-1045, [email protected] Greg Eiford, 229-584-1031, [email protected] TC Federal Bank Expands into Jacksonville, FL Thomasville, GA ? TC Federal Bank announces its expansion into the Jacksonville, FL market. Leading the Jacksonville team as market president will be long time local bank

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2022 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 001-40637 86-2650449 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Defin

List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

EX-21 6 tcbc-ex21.htm EX-21 Exhibit-21 Subsidiaries of Registrant TC Federal Bank (USA) IF "1" = "1" "4869-6845-2886 v.1 072446/00002, 2:04 PM, 03/18/2022 " "" 4869-6845-2886 v.1 072446/00002, 2:04 PM, 03/18/2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40637 TC BANCSHARES,

Supplemental Executive Retirement Plans with N. Higdon (incorporated by reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

Exhibit-10.8 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”) is made and entered into this 21st day of February, 2019 (the “Effective Date”), by and among TC FEDERAL BANK, a Georgia bank (the “Bank”), and Nat Higdon (the “Executive”). Capitalized terms used herein are defined in Section 10 of this Agreement. BACKGROUND To incentivize the Execut

Employment Agreement with Nat Higdon (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)†

Exhibit-10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 22, 2022, by and between TC FEDERAL BANK, a Georgia bank (the ?Bank?) and NATHAN HIGDON, a resident of Georgia (?Executive?). The Bank and Executive are sometimes hereinafter referred to, collectively, as the ?Parties? and, individually, as a ?Party.? WHEREAS, Executive is currently

Supplemental Executive Retirement Plan with L. Palmer†*

Exhibit-10.9 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this ?Agreement?) is made and entered into this 28th day of May, 2019 (the ?Effective Date?), by and among TC FEDERAL BANK, a Georgia bank (the ?Bank?), and LINDA PALMER (the ?Executive?). Capitalized terms used herein are defined in Section 10 of this Agreement. BACKGROUND To incentivize the Executive

Description of TC Bancshares, Inc.'s Securities. (incorporated by reference to Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

Exhibit-4.2 Description of Securities Description of Capital Stock of TC Bancshares, Inc. General We are incorporated in the State of Georgia. The rights of our shareholders are generally governed by Georgia law and our articles of incorporation and bylaws (each as may be amended and restated from time to time). The following description summarizes the material provisions of the Registered Securit

TCBC / TC Bancshares, Inc. / TC Bancshares, Inc. - SC 13G Passive Investment

SC 13G 1 tcbc2021form13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TC Bancshares, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 87224V108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-254212 TC Bancshares, Inc. (E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of incorporation or organization

As filed with the Securities and Exchange Commission on September 16, 2021

POS AM 1 d232029dposam.htm POS AM As filed with the Securities and Exchange Commission on September 16, 2021 Registration No. 333-254212 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TC BANCSHARES, INC. (Exact name of registrant as specified in its articles of incorporation) Georgia 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-254212 TC Bancsh

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TC Bancshares, Inc. (Exact Name of Registrant as Specified in

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TC Bancshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 86-2650449 (State of incorporation or organization) (I.R.S. Employer Identification No.) 131 South Dawson Street Thomasville, Ge

TC BANCSHARES, INC. ANNOUNCES COMPLETION OF INITIAL PUBLIC OFFERING AND MUTUAL-TO-STOCK CONVERSION

Exhibit 99.1 FOR IMMEDIATE RELEASE TC BANCSHARES, INC. ANNOUNCES COMPLETION OF INITIAL PUBLIC OFFERING AND MUTUAL-TO-STOCK CONVERSION Thomasville, Georgia, July 20, 2021 ? TC Bancshares, Inc. (the ?Company?), the holding company of TC Federal Bank (the ?Bank?), announced today that it has completed its initial public offering in connection with the mutual-to-stock conversion of the Bank on July 20

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of incorporation or organization) (

TC BANCSHARES, INC. ANNOUNCES RECEIPT OF REGULATORY APPROVALS, CLOSING DATE OF CONVERSION AND FINAL RESULTS OF STOCK OFFERING

Exhibit 99.1 FOR IMMEDIATE RELEASE TC BANCSHARES, INC. ANNOUNCES RECEIPT OF REGULATORY APPROVALS, CLOSING DATE OF CONVERSION AND FINAL RESULTS OF STOCK OFFERING Thomasville, Georgia, July 19, 2021 ? TC Bancshares, Inc. (the ?Company?), a Georgia corporation and the proposed holding company for TC Federal Bank (the ?Bank?), announced today that it and the Bank have received all required regulatory

Financial Statements and Exhibits, Other Events

8-K 1 d197311d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of in

Other Events

8-K 1 d24263d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Commission File Number 333-254212 TC Bancshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 86-2650449 (State or Other Jurisdiction of Incorporat

TC BANCSHARES, INC. ANNOUNCES EXTENSION OF SUBSCRIPTION PERIOD FOR STOCK OFFERING

Exhibit 99.1 FOR IMMEDIATE RELEASE TC BANCSHARES, INC. ANNOUNCES EXTENSION OF SUBSCRIPTION PERIOD FOR STOCK OFFERING Thomasville, Georgia, June 23, 2021 ? TC Bancshares, Inc. (the ?Company?), the proposed stock holding company for TC Federal Bank (the ?Bank?), announced today, in a desire to allow additional time for members of the Bank to participate in the offering, that it has extended the stoc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of incorporation or organization) (

Amended and Restated Bylaws of TC Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8-K (Commission File No. 333-254212) filed June 22, 2021.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF TC BANCSHARES, INC. ARTICLE ONE OFFICES 1.1 Registered Office. TC Bancshares, Inc. (the ?Company?) shall maintain a registered office in the county in the State of Georgia where the Company is authorized to conduct its general business. Unless the Board of Directors designates otherwise, the Company?s main office shall be the registered office. 1.2 Other

Code of Ethics.

Exhibit 14.1 TC Bancshares, Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of TC Bancshares, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest, including receipt of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

8-K 1 d171163d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of incorpo

Financial Statements and Exhibits, Other Events

8-K 1 d113646d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of inc

TC BANCSHARES, INC. ANNOUNCES COMMENCEMENT OF STOCK OFFERING

Exhibit 99.1 FOR IMMEDIATE RELEASE TC BANCSHARES, INC. ANNOUNCES COMMENCEMENT OF STOCK OFFERING Thomasville, Georgia, May 24, 2021 ? TC Bancshares, Inc. (the ?Company?), the proposed stock holding company for TC Federal Bank (the ?Bank?), announced today that it has commenced its stock offering in connection with the proposed conversion of the Bank from a mutual to a stock savings bank, whereby th

(Proposed Holding Company for TC Federal Bank) Up to 5,405,000 Shares of Common Stock (Subject to increase to up to 6,215,750 shares)

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-254212 PROSPECTUS (Proposed Holding Company for TC Federal Bank) Up to 5,405,000 Shares of Common Stock (Subject to increase to up to 6,215,750 shares) TC Bancshares, Inc., a Georgia corporation and the proposed holding company for TC Federal Bank, is offering shares of its common stock for sale at $10.00 per share on a best e

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2021 TC BANCSHARES, INC. (Exact name of registrant as specified in its charter) Georgia 333-254212 86-2650449 (State or other jurisdiction of incorporation or organization) (C

Agency Agreement dated May 14, 2021 by and among the Company, TC Federal Bank and Performance Trust Capital Partners, LLC

EX-1.1 2 d104236dex11.htm EX-1.1 Exhibit 1.1 Execution copy Up to 5,405,000 Shares (Subject to increase up to 6,215,750 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) TC BANCSHARES, INC. (a Georgia corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT May 14, 2021 Performance Trust Capital Partners, LLC 500 West Madison Street Suite

Performance Trust Capital Partners, LLC

CORRESP 1 filename1.htm Performance Trust Capital Partners, LLC May 12, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TC Bancshares, Inc. Registration Statement on Form S-1 (Registration Number 333-254212) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act

TC BANCSHARES, INC. 131 SOUTH DAWSON STREET THOMASVILLE, GEORGIA 31792 (229) 226-3221

CORRESP 1 filename1.htm TC BANCSHARES, INC. 131 SOUTH DAWSON STREET THOMASVILLE, GEORGIA 31792 (229) 226-3221 May 12, 2021 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Washington, DC 20549 Re: Request for Acceleration of Effectiveness TC Bancshares, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-254212 Ladies and Gentle

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

Marketing Materials

Exhibit 99.4 Dear Valued Customer: I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a Plan of Conversion (the ?Plan?), we will convert from the mutual (meaning no stockholders) to the stock form of ownership. To accomplish the conversion, TC Bancshares, Inc., a newly formed company that will become the holding company for TC Feder

Stock Order and Certification Form

Exhibit 99.5 STOCK ORDER FORM For Internal Use Only SEND OVERNIGHT PACKAGES TO: Stock Information Center 131 S. Dawson Street Thomasville, GA 31792 Call us toll-free at (833) 902-3677 BATCH # ORDER # CATEGORY # REC?D O C ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 4:00 p.m., Eastern Time, on June 22, 2021. Subscr

* * *

CORRESP 1 filename1.htm April 23, 2021 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Office of Finance Robert D. Klingler Direct: 404/572-6810 [email protected] Re: TC Bancshares, Inc. Registration Statement on Form S-1 Filed March 12, 2021 File No. 333-254212 Dear Sir or Madam: On behalf of our client, TC Bancshares,

Supplemental Executive Retirement Plan with G. M. Brown†

Exhibit 10.5 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”) is made and entered into this 20th day of February, 2019 (the “Effective Date”), by and among TC FEDERAL BANK, a Georgia bank (the “Bank”), and MATT BROWN (the “Executive”). Capitalized terms used herein are defined in Section 10 of this Agreement. BACKGROUND To incentivize the Execut

Marketing Materials

Exhibit 99.4 Dear Valued Customer: I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a Plan of Conversion (the “Plan”), we will convert from the mutual (meaning no stockholders) to the stock form of ownership. To accomplish the conversion, TC Bancshares, Inc., a newly formed company that will become the holding company for TC Feder

Employment Agreement with G. H. Eiford†

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2020, by and between TC FEDERAL BANK, a Georgia bank (the “Bank”) and GREG EIFORD, a resident of Georgia (“Executive”). The Bank and Executive are sometimes hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party.” WHEREAS, Executive is currently

Consulting Agreement with G. M. Brown†

Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2020 (the “Effective Date”), by and between TC FEDERAL BANK, a Georgia bank (the “Bank”), and Matt Brown, a resident of the State of Florida (“Brown”). WHEREAS, Brown is currently engaged as the Chief Executive Officer of the Bank; and WHEREAS, the Bank and Brown desire to set

Supplemental Executive Retirement Plan with G.H. Eiford (incorporated by reference to Exhibit 10.6 of the Company’s Amendment No. 1 to Registration Statement on Form S-1/A (Registration No. 333-254212) filed April 23, 2021) †

EX-10.6 8 d882215dex106.htm EX-10.6 Exhibit 10.6 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”) is made and entered into this 22 day of February, 2019 (the “Effective Date”), by and among TC FEDERAL BANK, a Georgia bank (the “Bank”), and Greg Eiford (the “Executive”). Capitalized terms used herein are defined in Section 10 of this Agreement. B

Form of Agency Agreement between TC Federal Bank, TC Bancshares, Inc., and Performance Trust Capital Partners, LLC

EX-1.2 2 d882215dex12.htm EX-1.2 FORM OF AGENCY AGREEMENT Exhibit 1.2 Up to 5,405,000 Shares (Subject to increase up to 6,215,750 in shares the event of an increase in the pro forma market value of the Company’s Common Stock) TC BANCSHARES, INC. (a Georgia corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT [●] [●], 20[●] Performance Trust Capital Partners, LLC 500 West Madison

Stock Order and Certification Form

EX-99.5 13 d882215dex995.htm EX-99.5 Exhibit 99.5 STOCK ORDER FORM For Internal Use Only SEND OVERNIGHT PACKAGES TO: Stock Information Center 131 S. Dawson Street Thomasville, GA 31792 Call us at ( ) BATCH # ORDER # CATEGORY # REC’D O C ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 4:00 p.m., Eastern Time, on June

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on April 23, 2021 Registration No.

Form of Split Dollar Agreement (Incorporated by reference to Exhibit 10.8 of the Company's Amendment No. 1 to Registration Statement on Form S-1/A (Registration No. 333-254212) filed April 23, 2021)†

EX-10.8 10 d882215dex108.htm EX-10.8 Exhibit 10.8 TC FEDERAL BANK FORM OF SPLIT DOLLAR AGREEMENT THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) is made by and between TC Federal Bank, Thomasville, Georgia, a Georgia bank (the “Bank”), and (the “Executive”). INTRODUCTION To encourage the Executive to remain an employee of the Bank, the Bank is willing to divide the death proceeds of a life insuranc

Employment Agreement with N. Ellis†

EX-10.4 6 d882215dex104.htm EX-10.4 Exhibit 10.4 June 6, 2019 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 6th day of June 2019 with an effective date of August 1, 2019, 2019 (the “Effective Date”), by and between TC Federal Bank, a federal savings and loan association (the “Employer”), and Noel A. Ellis (the “Executive”). BACKGROUND: The Employer and the Executive are parties

Supplemental Executive Retirement Plan with N. Ellis†

Exhibit 10.7 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”) is made and entered into this 22nd day of February, 2019 (the “Effective Date”), by and among TC FEDERAL BANK, a Georgia bank (the “Bank”), And Noel Ellis (the “Executive”). Capitalized terms used herein are defined in Section 10 of this Agreement. BACKGROUND To incentivize the Execut

Plan of Conversion, as amended

Exhibit 2 PLAN OF CONVERSION, AS AMENDED OF TC FEDERAL BANK 1. INTRODUCTION. This Plan of Conversion (“Plan”) provides for the conversion of TC Federal Bank (“Bank”), from a federally chartered mutual savings bank to a federally chartered stock savings bank. This Plan also provides that the Bank shall operate as a wholly owned subsidiary of a stock holding company (“Holding Company”) and that non-

- DEL AM

March 16, 2021 By EDGAR Securities and Exchange Commission 100 F Street, N.E., Mail Stop 4561 Washington, D.C. 20549-7010 Attention: Mr. David Lin, Division of Corporation Finance Re: TC Bancshares, Inc. Registration Statement on Form S-1 (File No. 333-254212) Dear Mr. Lin: Reference is made to the Registration Statement on Form S-1 (File No. 333-254212) filed by TC Bancshares, Inc. on March 12, 2

Bylaws of TC Bancshares, Inc.*

EX-3.2 Exhibit 3.2 BYLAWS OF TC BANCSHARES, INC. ARTICLE ONE OFFICES 1.1 Registered Office. TC Bancshares, Inc. (the “Company”) shall maintain a registered office in the county in the State of Georgia where the Company is authorized to conduct its general business. Unless the Board of Directors designates otherwise, the Company’s main office shall be the registered office. 1.2 Other Offices. In ad

Letter of Feldman Financial Advisors with respect to Subscription Rights*

Exhibit 99.2 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 (202) 467-6862 March 12, 2021 Boards of Directors TC Federal Bank 131 South Dawson Street Thomasville, Georgia 31792 Members of the Board of Directors: It is the opinion of Feldman Financial Advisors, Inc., that the subscription rights to be received by the eligible account holders and other eligible subscribers of T

Power of Attorney (set forth on the signature page to the Registration Statement filed March 12, 2021)*

S-1 1 d882215ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on March 12, 2021 Registration No. 333-[•] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TC BANCSHARES, INC. (Exact name of registrant as specified in its articles of incorporation) Georgia 6035 [Being Applied For] (State

Engagement Letters between TC Federal Bank and Performance Trust Capital Partners, LLC*

EX-1.1 Exhibit 1.1 March 4, 2021 Boards of Directors TC Federal Bank 131 South Dawson Street Thomasville, GA 31792 Ladies and Gentlemen: We understand that the Board of Directors of TC Federal Bank (the “Bank”) is considering the adoption of a Plan of Conversion (the “Plan”) pursuant to which the Bank will convert to stock form and in connection therewith reorganize into the holding company form (

Subsidiaries of TC Bancshares, Inc.*

Exhibit 21 CURRENT ORGANIZATIONAL CHART TC Federal Bank (a Federal Savings Bank) PRO FORMA ORGANIZATION CHART TC BANCSHARES, INC. (a Georgia Corporation) 100% TC Federal Bank (a Federal Savings Bank)

Form of Common Stock Certificate of TC Bancshares, Inc. (incorporated by reference to Exhibit 4 of the Company’s Registration Statement on Form S-1 (Registration No. 333-254212) filed March 12, 2021)

Exhibit 4 NUMBER * * TC BANCSHARES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA SHARES * * Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate. THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE TC BANCSHARES, INC. The shares evidenced by this certificate are tran

Appraisal Report of Feldman Financial Advisors*

EX-99.3 16 d882215dex993.htm EX-99.3 Exhibit 99.3 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 (202) 467-6862 TC Federal Bank Thomasville, Georgia Conversion Valuation Appraisal Report Valued as of February 26, 2021 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 (202) 467-6862 February 26, 2

Engagement Letter with Feldman Financial Advisors, Inc. to serve as appraiser*

Exhibit 99.1 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 (202) 467-6862 December 14, 2020 Confidential Board of Directors TC Federal Bank 131 South Dawson Street Thomasville, Georgia 31792 Members of the Board: This letter sets forth the agreement (?Agreement?) between TC Federal Bank (the ?Bank?) and Feldman Financial Advisors, Inc. (?FFA?), whereby the Bank has engaged F

Directors Deferred Compensation Plan. (incorporated by reference to Exhibit 10.1 of the Company’s Amendment No. 1 to Registration Statement on Form S-1/A (Registration No. 333-254212) filed April 23, 2021)†

Exhibit 10.1 TC FEDERAL BANK NON-EMPLOYEE DIRECTOR RETIREMENT PLAN Effective as of February 10, 2020 TC FEDERAL BANK NON-EMPLOYEE DIRECTOR RETIREMENT PLAN TABLE OF CONTENTS PAGE SECTION 1 DEFINITIONS 2 SECTION 2 ELIGIBILITY 5 SECTION 3 BENEFITS 5 SECTION 4 ADMINISTRATION OF THE PLAN 8 SECTION 5 CLAIM REVIEW PROCEDURE 9 SECTION 6 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE

Plan of Conversion of TC Federal Bank as Adopted by the Board of Directors of March 5, 2021 (incorporated by reference to Exhibit 2 of the Company’s Registration Statement on Form S-1 (Commission File No. 333-254212)).

EX-2 Exhibit 2 Plan of Conversion of TC Federal Bank As Adopted by the Board of Directors on March 5, 2021 TABLE OF CONTENTS Section Number Page 1.

Articles of Incorporation of TC Bancshares, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (Commission File No. 333-254212)).

Exhibit 3.1 ARTICLES OF INCORPORATION OF TC BANCSHARES, INC. ARTICLE I. NAME. The name of the corporation is TC Bancshares, Inc. (the “Company”). ARTICLE II. PRINCIPAL OFFICE. The Company’s initial principal office shall be located at 131 South Dawson Street, Thomasville, Thomas County, Georgia 31799. ARTICLE III. REGISTERED AGENT. The initial registered agent of the Company shall be Greg Eiford.

Letter of Wipfli, LLP regarding change in certifying accountant of TC Federal Bank*

EX-16.1 Exhibit 16.1 235 Peachtree Street, NE Suite 1800 Atlanta, GA 30303 404 588 4200 wipfli.com March 12, 2021 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read the statements of TC Bancshares, Inc. included under the section entitled “Experts” in the Registration Statement on Form S-1 filed on March 12, 2021, and we agree with such statements concerning our