SOUTHERN FIRST BANCSHARES INC

8-K · sfst4646481-8k.htm iXBRL

0001090009

 2026-06-01
 2026-06-01

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 xbrli:shares

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 xbrli:shares

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
DC 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 1, 2026           

  

  

  

  
 Southern First Bancshares, Inc.
  

 (Exact
name of registrant as specified in its charter)

  

   
                South Carolina                   
  

 (State
or other jurisdiction of incorporation)

  

             
 000-27719            
            
 58-2459561          

 (Commission
 File Number)
 (IRS
 Employer Identification No.)

  

 6
 Verdae Boulevard , Greenville , SC
                    
 29607                    

 (Address
 of principal executive offices)
 (Zip
 Code)

  

                     
( 864 ) 679-9000                     

 (Registrant's
telephone number, including area code)

  

                        
Not Applicable                        

 (Former
name or former address, if changed since last report)

  

 Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

  

 ☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

  

 ☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
 Trading Symbol(s)
 Name
 of each exchange on which registered

 Common
 Stock
 SFST
 The
 Nasdaq Global Market

  

 Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☐

  

 If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

 ITEM 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers

  

 Effective June
1, 2026, the Boards of Directors of Southern First Bancshares, Inc. (the “Company”) and Southern First Bank (the “Bank”)
approved the appointment of Mr. Bryan Kennedy as a director. Mr. Kennedy will serve as a director of the Company and the Bank as well
as on the Risk Committee of the Boards. Mr. Kennedy will participate in the current director compensation arrangements generally applicable
to the Company’s non-employee directors as described in the Company’s Proxy Statement filed in connection with its 2026 Annual
Meeting of Shareholders. There are no arrangements or understandings between Mr. Kennedy and other persons pursuant to which he was selected
as director. In addition, Mr. Kennedy has not engaged in any transaction with the Company or the Bank that would be reportable as a related
party transaction under Item 404(a) of Regulation S-K.

  

 Mr. Kennedy
recently retired from a 43-year career in commercial banking, most recently serving SouthState Bank as Northern Banking Group President
over North Carolina and Virginia. His experience includes leadership positions at various financial institutions such as First Charlotte
Bank, Park Meridian Bank and Regions Bank. In 2006, Mr. Kennedy founded Park Sterling Bank, the largest capitalized start-up in North
Carolina history, which was sold to SouthState Bank in 2017. Mr. Kennedy also serves as the Lead Independent Director of the Cato Corporation,
an NYSE-traded women’s specialty apparel retailer, where he has served as director since 2009. He received his undergraduate degree
from the University of Virginia and his MBA from the University of North Carolina. The Boards believe Mr. Kennedy’s ties to
the Charlotte community, a key market for the Bank, and his extensive commercial banking and public company board experience will enhance
his ability to serve as a director of the Company and the Bank.

  

 EXHIBIT
INDEX

  

 Exhibit No.
 Description

  
  

 104
 Cover Page Interactive Data File (embedded within the
 Inline XBRL document)

  

  

  

  

 SIGNATURES

  

 Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

  

  
 SOUTHERN FIRST BANCSHARES, INC.

  
  
  

  
 By:
 /s/ Christian J. Zych

  
 Name: 
 Christian J. Zych

  
 Title:
 Chief Financial Officer

  

 June 2, 2026