BANKFIRST CAPITAL CORPORATION Enters into ECIP Securities Purchase Option Agreement

COLUMBUS, Miss., Jan. 22, 2025 — BankFirst Capital Corporation (OTCQX: BFCC) (“BankFirst” or the “Company”), the parent company of BankFirst Financial Services located in Macon, Mississippi, has announced the initiation of an ECIP Securities Purchase Option Agreement (the “Option Agreement”) with the United States Department of the Treasury (“Treasury”).

Treasury currently holds all 218,585 shares of the Company’s Senior Non-Cumulative Preferred Stock, Series ECIP, with 175,000 shares issued to the Company under the Emergency Capital Investment Program (“ECIP”) on April 26, 2022 (the “Original Closing Date”). An additional 43,585 shares were issued on September 19, 2023, following the Company’s acquisition of Mechanics Banc Holding Company on January 1, 2023. The ECIP was established by the Consolidated Appropriations Act of 2021 to support Community Development Financial Institutions and minority depository institutions in their efforts to boost small and minority-owned businesses and assist consumers in low-income and underserved communities.

Under the terms of the Option Agreement, Treasury has granted the Company the option to purchase all of the Preferred Stock during a specified “Option Period,” which spans the first fifteen years following the Original Closing Date. The purchase price for the Preferred Stock is determined by a formula that reflects the present value of the Preferred Stock, along with any accrued and unpaid dividends as of the closing date. Given the variations in interest rates and the equity risk premium, the Company anticipates that the purchase price will be substantially lower than the face value of the Preferred Stock.

The purchase option cannot be exercised during the ECIP period, which covers the first ten years after the Original Closing Date, unless at least one of the defined “Threshold Conditions” is met. These Threshold Conditions include:

• Over any sixteen consecutive quarters, an average of at least 60% of the Company’s Total Originations qualifies as “Deep Impact Lending.”
• Over any twenty-four consecutive quarters, at least 85% of Total Originations qualifies as “Qualified Lending.”
• The Preferred Stock must have a dividend rate of no more than 0.5% at each of six consecutive Reset Dates.

The earliest date for a Threshold Condition to be satisfied is June 30, 2026, but there is no guarantee that any of these conditions will be fulfilled. Currently, the Company has not been able to meet any Threshold Conditions.

If the Company cannot satisfy the conditions for early disposition, it may still have the opportunity to repurchase the shares at the Present Value Purchase Price after April 26, 2032, following the end of the ECIP Period.

In addition to meeting a Threshold Condition, the Option Agreement stipulates that the Company must satisfy several eligibility requirements, including compliance with the original ECIP purchase agreement, maintaining its status as either a Community Development Financial Institution or a minority depository institution, and adhering to various legal and regulatory criteria. Although the Company meets the general eligibility criteria with the exception of the Threshold Conditions, there can be no assurance that it will continue to do so.

About BankFirst Capital Corporation

BankFirst Capital Corporation (OTCQX: BFCC) is a registered bank holding company based in Columbus, Mississippi, with total assets of approximately $2.8 billion as of September 30, 2024. Its wholly-owned banking subsidiary, BankFirst Financial Services, has roots dating back to 1888 and is locally owned and operated. The Bank is headquartered in Macon, Mississippi, and has branches in various locations including Coldwater, Columbus, Flowood, Hattiesburg, and several others in Mississippi and Alabama. BankFirst provides a wide array of services tailored to businesses and consumers, including internet banking and various types of accounts and loans.

Cautionary Statement Regarding Forward-Looking Statements

This announcement includes certain forward-looking statements, which are subject to various risks and uncertainties. Such statements may relate to the Company’s goals and expectations regarding future events and are based on current beliefs and expectations of its management team. Factors that could cause actual results to differ from management’s projections include changes in economic conditions, increased competition, changes in interest rates, inflationary pressures, and other risks beyond the Company’s control.

Readers are cautioned not to place undue reliance on these forward-looking statements, as they are subject to change. The Company is not obligated to update any forward-looking statements to reflect events occurring after the date of this announcement, except as required by law.