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. )


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Capital City Bank Group, Inc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


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Notice of

2026 Annual Meeting of Shareowners

and

Proxy Statement

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LETTER TO SHAREOWNERS

March 10, 2026

Dear Fellow Shareowners:

Please join us for our 2026 Annual Shareowners Meeting at 10:00 a.m., Eastern Time, on Tuesday, April 21, 2026, at the Florida State Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. I look forward to this opportunity to share highlights from 2025 and discuss near- and longer-term plans for Capital City Bank Group. I will also be calling for a vote on important matters.

As a valued Capital City Bank Group supporter, your vote is important and your Board of Directors encourages you to let your voice be heard. Proxy Materials are attached for your convenience and are accessible at www.proxyvote.com along with the 2025 Annual Report. We are distributing Proxy Materials online rather than mailing printed copies as it allows us to expedite delivery to our shareowners through a lower-cost, more environmentally responsible option. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials.

Whether or not you attend the meeting in person, I encourage you to vote as soon as possible. Voting your proxy ensures your representation at the meeting. We offer several methods of voting for your convenience: by telephone, online at www.proxyvote.com, or by mailed proxy card if you received paper copies of your materials.

Thank you for your vote and for your continued support. I look forward to your joining us in April.

Your banker,

William G. Smith, Jr.

Chairman and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREOWNERS

BUSINESS

(1)	Vote on 12 nominees for election to the Board of Directors;

(2)	Consider and approve, on a non-binding advisory basis, the compensation of Capital City’s named executive officers;

(3)	Consider and approve, on a nonbinding basis, the frequency of the advisory vote on the compensation of Capital City’s named executive officers;

(4)	Vote on ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the current fiscal year;

(5)	Transact other business properly coming before the meeting or any postponement or adjournment of the meeting.

RECORD DATE

Shareowners owning Capital City Bank Group shares at the close of business on February 20, 2026, are entitled to notice of, attend, and vote at the meeting. A list of these shareowners will be available for 10 days before the Annual Meeting between the hours of 9 a.m. and 5 p.m., Eastern Time, at our principal executive offices at 217 North Monroe Street, Tallahassee, Florida 32301.

TIME

10:00 a.m., Eastern Time, April 21, 2026

WHERE

Florida State Conference Center

555 West Pensacola Street

Tallahassee, Florida 32306

VOTING

Even if you plan to attend the meeting in Tallahassee, Florida, please provide us your voting instructions in one of the following ways as soon as possible:

Use the internet address on the Notice of Internet Availability of Proxy Materials or the proxy card;

Use the toll-free number on the proxy card, if you received one. You can also find the toll-free number to vote your shares when you access the internet address on the Notice of Internet Availability of Proxy Materials; or

Mark, sign, and date the proxy card and return in the enclosed postage-paid envelope. This option is available only to those shareowners who have received a paper copy of a proxy card by mail.

The Board of Directors of the Company unanimously recommends that shareowners vote “FOR” each of the 12 director nominees for election as a director, “FOR” the approval of the compensation of our named executive officers, “FOR 1 YEAR” with respect to the frequency with which the shareowners will vote on the compensation paid to our named executive officers, and “FOR” the ratification of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.

By Order of the Board of Directors

Jeptha E. Larkin

Executive Vice President, Chief Financial Officer, and Corporate Secretary

Tallahassee, Florida

March 10, 2026

Important Notice Regarding the Availability of Proxy Materials for the Shareowners’ Meeting to be Held on April 21, 2026. The Proxy Statement and the Annual Report are available at: www.proxyvote.com.

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PROXY STATEMENT

We are providing this Proxy Statement and the accompanying documents (“Proxy Materials”) in connection with the solicitation by the Board of Directors (the “Board”) of Capital City Bank Group, Inc., a Florida corporation (“Capital City”), of proxies to be voted at our 2026 Annual Meeting of Shareowners and at any adjournments or postponements of the Annual Meeting.

We will hold our 2026 Annual Meeting at 10:00 a.m., Eastern Time, Tuesday, April 21, 2026, at the Florida State Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. We are making these Proxy Materials available to our shareowners on or about March 10, 2026.

At Capital City, and in this Proxy Statement, we refer to our employees as “associates.” Also in the Proxy Statement, we refer to Capital City Bank Group as the “Company,” “Capital City,” “we,” “our,” or “us,” Capital City Bank (a wholly-owned subsidiary of the Company) as “the Bank” or “our Bank”, and to the 2026 Annual Meeting as the “Annual Meeting.”

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting To Be Held on April 21, 2026.

Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is distributing the Proxy Materials online at www.proxyvote.com along with the 2025 Annual Report. We are distributing Proxy Materials online rather than mailing printed copies as it allows us to expedite delivery to our shareowners through a lower-cost, more environmentally responsible option. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials. Shareowners are encouraged to access and review the Proxy Materials before voting. This site will also have directions to attend the meeting and vote in person.

VOTING INFORMATION

Who can vote?

All shareowners of record at the close of business on the record date of February 20, 2026, are entitled to receive these Proxy Materials and to vote at the Annual Meeting. On that date, there were 17,153,154 shares of our common stock outstanding and entitled to vote.

How do I vote my shares in person at the Annual Meeting?

Shares held in your name as the shareowner of record may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the shareowner of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. The vote you cast in person will supersede any previous votes that you submitted, whether by internet, phone, or mail.

How do I vote my shares in the 401(k) plan?

If you are an associate who participates in Capital City’s 401(k) Plan, you may instruct the Plan trustee on how to vote your shares in the Plan by mail, by telephone, or on the internet as described above, except that, if you vote by mail, the card that you use will be a voting instruction card rather than a proxy card. If you own shares through the Plan and you do not vote, the Plan trustee will vote the shares in the same proportion as other Plan participants vote their Plan shares.

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How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as a shareowner of record or beneficially, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the internet or by telephone. If you requested and received a paper copy of a proxy card by mail, you may vote by mail. Instructions are on the Notice of Internet Availability of Proxy Materials or the proxy card.

Whether you provide voting instructions by the internet or by telephone, or vote by mail, you are designating certain individuals to vote on your behalf as your legal Proxy. We have designated Bethany H. Corum and Lee Nichols each as a Proxy. The Proxies will vote all valid voting instructions and proxy cards that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

What is the deadline for voting my shares?

If you hold shares as the shareowner of record, then your vote by proxy must be received before 11:59 p.m., Eastern Time, on April 20, 2026, the day before the Annual Meeting. If you are the beneficial owner of shares held through a broker, trustee, or other nominee, please follow the instructions provided by your broker, trustee, or other nominee.

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PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Pursuant to the Company’s articles and bylaws, our Board is authorized to have not less than one member nor more than 25 members, and the current number of directors may be either increased or diminished from time to time in the manner provided in the bylaws. The Board, at the recommendation of the Corporate Governance and Nominating Committee, has nominated all 12 of our current directors to stand for election at the Annual Meeting. Each nominee will stand for election to hold office for a term expiring at the next annual meeting of shareowners following the director’s election and until such director’s successor is duly elected and qualified, subject to the director’s prior death, resignation, retirement, disqualification or removal.

Each nominee is currently serving as a member of the Board. The proxies will vote, unless instructed otherwise, each valid voting instruction and proxy card for the election of the following nominees as directors. If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute as the Board may recommend, or the Board may by resolution reduce the size of the Board to eliminate the resulting vacancy. At this time, the Board knows of no reason why any nominee might be unable to serve.

If the 12 director nominees are elected, the Board will not have any vacancies. Brokers do not have discretion to vote on this proposal without your instructions. If you do not instruct your broker how to vote on this proposal, your broker will deliver a broker non-vote on this proposal.

There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. No current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person.

The following table sets forth certain information about our current directors, including their names, ages and year in which they began serving as a director of the Company, position in the Company, and independence, as determined by the Board.

Name

Age

Position

Director Since

Independence

William G. Smith, Jr

Chairman and CEO

1982

Robert Antoine

Director

2019

Yes

Thomas A. Barron

Treasurer and President

1982

William F. Butler

Director

2021

Yes

Stanley W. Connally, Jr.

Lead Independent Director

2017

Yes

Marshall M. Criser III

Director

2018

Yes

Kimberly A. Crowell

Director

2021

Yes

Bonnie J. Davenport

Director

2021

Yes

William Eric Grant

Director

2017

Yes

Laura L. Johnson

Director

2017

Yes

John G. Sample, Jr.

Director

2016

Yes

Ashbel C. Williams

Director

2021

Yes

The following paragraphs provide information as of the date of this Proxy Statement about each nominee up for re-election in the categories of: age, positions held, principal occupation and business experience for the past five years, and names of other publicly held companies for which the nominee serves as a director or has served as a director during the past five years. While the following paragraphs note certain individual qualifications and skills that contribute to the Board’s effectiveness as a whole, we also believe that our nominees have a reputation for integrity, honesty, and adherence to high ethical standards. Each demonstrates strong leadership skills, business acumen, sound judgment, and a commitment of service to our shareowners.

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THE FOLLOWING 12 DIRECTORS HAVE BEEN NOMINATED FOR ELECTION:


Chairman and Chief Executive Officer Age: 72 Director since: 1982 Other current public company boards: Southern Company			WILLIAM G. SMITH, JR. Mr. Smith currently serves as our chairman and chief executive officer. He was elected chairman in 2003 and has served as chief executive officer since 1995. Mr. Smith previously served as president of the Company and chairman of Capital City Bank from 1995 through 2025. In addition, Mr. Smith has served as a director of Southern Company since 2006. We believe Mr. Smith’s qualifications to sit on our Board include his four decades of banking experience, including 30 years as our president and chief executive officer.


Independent director Age: 69 Director since: 2019 Board committees: Audit and Corporate Governance and Nominating Other current public company boards: None			ROBERT ANTOINE Mr. Antoine was a senior partner in the Deloitte & Touche Banking & Capital Markets Practice until his retirement in 2019. During his more than two decades with Deloitte, he advised U.S. and foreign institutions on a broad array of regulatory issues, mergers and acquisitions, and corporate governance, and supported many large financial statement audits across industries. As part of his work in Deloitte’s Federal Practice, he served many of the largest federal government agencies. Prior to joining Deloitte, Mr. Antoine held several executive positions in risk and financial management in the financial services industry. Mr. Antoine is a Certified Public Accountant and a Certified Internal Auditor. He earned his accounting degree from the University of West Florida and holds a Master of Business Administration from Western New England College. He is a member of the American Institute of CPAs and the Florida Institute of CPAs. We believe Mr. Antoine’s qualifications to sit on our Board include his extensive regulatory experience and strong accounting and financial background.

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President - Capital City Bank Group Age: 73 Director since: 1982 Other current public company boards: None			THOMAS A. BARRON Mr. Barron is our treasurer and was appointed president of Capital City Bank Group in 2025. He joined Capital City Bank in 1974 and has held positions across every area of the Bank. After serving as president of Second National Bank and Industrial National Bank, Mr. Barron was appointed president of Capital City Bank in 1995. After three decades of distinguished leadership in that role, he was elected president of Capital City Bank Group, Inc. and chairman of Capital City Bank in 2025. We believe Mr. Barron’s qualifications to sit on our Board include his more than five decades of banking experience, including 30 years as the president of Capital City Bank.


Independent director Age: 66 Director since: 2021 Board committees: Audit and Compensation Other current public company boards: None			WILLIAM F. BUTLER Mr. Butler is an accomplished real estate project and portfolio manager with more than 40 years of experience partnering with high net worth private, corporate and institutional clients throughout the United States on projects ranging from commercial portfolios to mixed-use facilities and residential developments. As founder and principal of Real Estate InSync (REI), Mr. Butler works closely with clients to assess needs, clarify goals, design comprehensive development solutions and manage programs to strategically reposition assets, brand properties, and maximize real estate portfolios valued up to $100 million. Mr. Butler’s previous experience includes serving as a senior vice president with The St. Joe Land Company, where he designed and implemented business models for five new product lines involving 250,000 rural acres across a six-county region in North Florida. We believe Mr. Butler’s qualifications to sit on our Board include his extensive executive leadership and management experience.


Independent director (Lead) Age: 56 Director since: 2017 Board committees: Audit Other current public company boards: None			STANLEY W. CONNALLY, JR. Mr. Connally has been employed by Southern Company since 1989, currently serving as executive vice president and chief operating officer. From 2012, until the end of 2018, Mr. Connally served as chairman, president, and chief executive officer of Gulf Power Company, a subsidiary of Southern Company. He formerly served on the boards of the Florida Chamber of Commerce, Florida Council of 100, Enterprise Florida, National Association of Manufacturers, Aerospace Alliance, and Electric Power Research Institute. We believe Mr. Connally’s qualifications to sit on our Board include his executive leadership and management experience and his operational and financial expertise gained from three decades of increasing responsibility at a Fortune 500 company.

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Independent director Age: 67 Director since: 2018 Board committees: Audit and Compensation (Chair) Other current public company boards: None			MARSHALL M. CRISER III Mr. Criser is the president of Piedmont University in Georgia. He previously served as the chancellor of the State University System of Florida. Prior to that, he worked for AT&T and its predecessor, BellSouth, where he served as its president. Mr. Criser is a member and former chairman of the Florida Council of 100. Mr. Criser’s community service includes terms as the vice chairman of the University of Florida’s Board of Trustees, chairman of the Florida Chamber of Commerce, and chairman of Florida TaxWatch. A Florida native, Mr. Criser graduated from the University of Florida with a bachelor’s degree in business administration in 1980 and later completed an Advanced Management Programme at INSEAD in Fontainebleau, France. We believe Mr. Criser’s qualifications to sit on our Board include his extensive executive leadership and management experience.


Independent director Age: 44 Director since: 2021 Board committees: Audit and Compensation Other current public company boards: None			KIMBERLY A. CROWELL Ms. Crowell is the CEO and co-founder of Kalo Companies, which owns and operates over 70 Jersey Mike’s Subs and Slim Chickens restaurant franchises in Florida, Georgia and Alabama. Prior to entering the franchise industry, she practiced corporate law in Charlotte, North Carolina, specializing in Commercial Real Estate and Development. Since that time, she has continued to use her legal knowledge and expertise to advise other franchisees and business-owners on a variety of business-related legal matters by serving on the Board of the International Franchise Association. Ms. Crowell earned a Bachelor of Science degree in commerce from the University of Virginia and a Juris Doctor in 2006 from the University of North Carolina at Chapel Hill. We believe Ms. Crowell’s qualifications to sit on our Board include her extensive executive leadership and management experience.

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Independent director Age: 46 Director since: 2021 Board committees: Corporate Governance and Nominating Other current public company boards: None			BONNIE J. DAVENPORT Ms. Davenport has served as president and founding principal of BKJ, Inc. Architecture, a Tallahassee-based commercial architecture firm since 2011. A member of the American Institute of Architects and a Certified General Contractor, she also holds a certification from the National Council of Architectural Registration Boards. She has worked on numerous successful projects across Florida, building her reputation as a leader in our local community. She is former chair and current member of the Urban Land Institute-Capital Region and serves on other local boards. Ms. Davenport graduated summa cum laude from the University of Florida with a bachelor’s degree in design and a master’s degree in architecture. We believe Ms. Davenport’s qualifications to sit on our Board include her extensive executive leadership and management experience.


Independent director Age: 50 Director since: 2017 Board committees: Audit and Corporate Governance and Nominating Other current public company boards: None			WILLIAM ERIC GRANT Mr. Grant is the chief executive officer of Residential Elevators, the nation’s leading manufacturer and installer of premium home elevators. Mr. Grant brings extensive leadership experience in technology, operations, and public-sector services to his role as CEO, where he guides Residential Elevators through continued growth, product innovation, and expansion into new markets. He also serves on the advisory board of Ascend Capital Group, an investment banking firm based in Washington, D.C., offering strategic insight on organizational development and market opportunities. Before joining Residential Elevators, Mr. Grant served as a vice president at CivicPlus, a leading provider of software and services for local governments across the United States. His tenure at CivicPlus followed a long and distinguished career at Municipal Code Corporation, a company specializing in municipal code publishing and technology solutions. He joined the organization in 2007 as vice president, was promoted to president in 2012, and ultimately became CEO in 2019. Mr. Grant’s professional journey began with service in the United States Marine Corps, where he served with the 15th Marine Expeditionary Unit during Operation Enduring Freedom in 2001. He is a graduate of the University of Virginia School of Law, where he earned his Juris Doctor. He also attended the United States Naval Academy and Georgetown University’s School of Foreign Service, building a strong foundation in legal, strategic, and international affairs. We believe Mr. Grant’s qualifications to sit on our Board include his executive leadership and management experience.

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Independent director Age: 63 Director since: 2017 Board committees: Compensation and Corporate Governance and Nominating (Chair) Other current public company boards: None			LAURA L. JOHNSON Ms. Johnson is the founder and CEO of Coton Colors Company, a multi-channel designer and manufacturer of home décor and gift products with a national and international presence. She has over 30 years of experience leading a high-growth business, building a strong brand identity, and driving strategic expansion across retail, E-commerce, and wholesale markets. Under her leadership, Coton Colors has been recognized as a four-time Inc. 5000 honoree for rapid growth and innovation. She has been actively involved in leadership and mentorship through Vistage Florida and the Female Founder Collective. She is also a dedicated partner of St. Jude Children’s Research Hospital, designing exclusive products to support fundraising and awareness initiatives. We believe Ms. Johnson’s qualifications to sit on our Board include her executive leadership and management experience and her operational and financial expertise gained from the successful operation of her own business.


Independent director Age: 69 Director since: 2016 Board committees: Audit (Chair) Other current public company boards: 1^st Franklin Financial Corp.			JOHN G. SAMPLE, JR. Prior to retiring in 2017, Mr. Sample served as senior vice president and chief financial officer for Atlantic American Corporation from 2002 to 2017. The Atlanta, Georgia-based holding company operates through its subsidiaries in specialty markets within the life, health, and property and casualty insurance industries. He also served as corporate secretary of Atlantic American Corporation from 2010 until 2017. Prior to joining Atlantic American Corporation, Mr. Sample had been a partner of Arthur Andersen LLP since 1990. Since 2004, Mr. Sample has also served as a director and chairman of the Audit Committee of the Board of Directors of 1^st Franklin Financial Corporation, a consumer finance company that originates and services direct cash loans, real estate loans and sales finance contracts through more than 375 branch offices located throughout the southern United States. We believe Mr. Sample’s qualifications to sit on our Board include his executive leadership and management experience, his extensive accounting and financial background, and his experience in the financial services industry.

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Independent director Age: 71 Director since: 2021 Board committees: Corporate Governance and Nominating Other current public company boards: None			ASHBEL C. WILLIAMS Mr. Williams is vice chair at J.P. Morgan Asset Management. With assets under management of approximately $4 trillion, the firm is a global leader in investment management. He served as executive director and chief investment officer for the Florida State Board of Administration, prior to his retirement in 2021. There, he managed approximately $250 billion in assets, including those of the Florida Retirement System, the fifth largest public pension fund in the United States. He is a member of the Council on Foreign Relations, a trustee of the National Institute for Public Finance and serves on the board of the Economic Club of Florida. He is on the investment committee of the Florida State University Foundation, and the investment advisory board of the Public Employee Retirement System of Idaho. He received his bachelor’s degree in management and a Master of Business Administration from Florida State University and completed post-graduate programs at University of Pennsylvania’s Wharton School and Harvard University’s John F. Kennedy School of Government. We believe Mr. Williams’s qualifications to sit on our Board include his extensive executive leadership and management experience.


	The Board of Directors unanimously recommends a vote “FOR” the nominees.

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EXECUTIVE OFFICERS

Our officers are appointed annually by the Board at the first meeting of the Board held after the shareowners’ annual meeting. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death. Thomas A. Barron and William G. Smith, Jr., serve as directors and executive officers, and Bethany H. Corum and Jeptha E. Larkin are executive officers.


Executive Vice President and Chief Financial Officer Age: 62			JEPTHA E. LARKIN Mr. Larkin currently serves as an executive vice president and chief financial officer of Capital City Bank Group. As the principal accounting and financial officer, he oversees accounting and financial reporting, treasury, profitability analysis and financial planning. Jep is a Certified Public Accountant licensed in Florida and Georgia. Since joining Capital City Bank in 1986, Mr. Larkin has held various credit roles, led the Internal Audit Division and served as controller until assuming his current position in 2022. He chairs the Asset/Liability and Market Risk Oversight committees of the Bank and serves on multiple Senior Management-level committees aimed at analyzing business line profitability and strategic initiatives. Additionally, he oversees the analysis and integration of mergers and acquisitions. Mr. Larkin holds a Bachelor of Science degree in Economics and a Master of Business Administration in Finance degree from Florida State University and is a graduate of the Stonier School of Banking. He serves his community by volunteering with Big Brothers Big Sisters, Meals on Wheels, coaching with Tallahassee Parks and Recreation, chairing the Leon County Audit Advisory Committee, and supporting the United Way of the Big Bend. He is a deacon of Bradfordville First Baptist Church and has served in several capacities, including deacon secretary/officer, treasurer and a member of the finance committee.


Bethany H. Corum Executive Vice President President, Capital City Bank Age: 57			BETHANY H. CORUM Mrs. Corum currently serves as president of Capital City Bank. She joined Capital City in 2006 as chief people officer, served as president of Capital City Services Company, and in 2015, was promoted to chief operating officer. Mrs. Corum is responsible for managing the operations and financial performance of the bank, as well as strengthening relationships with key stakeholders. She is also a director of Capital City Bank and an executive vice president of Capital City Bank Group. Under her leadership, Capital City Bank has been recognized as a Best Place to Work by Florida Trend magazine annually since 2012; a Best Place to Work by Georgia Trend magazine; and a Best Bank to Work For by the American Banker annually since 2013. Mrs. Corum earned her bachelor’s degree from University of Tennessee at Martin and her master’s degree from Florida State University. She is a dedicated community advocate and currently serves as a director of Tallahassee Memorial Healthcare, chairman of the United Way of the Big Bend and vice chair for the Community Foundation of North Florida.

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CORPORATE GOVERNANCE AT CAPITAL CITY

GOVERNING PRINCIPLES

We are committed to creating and maintaining a business atmosphere with the highest ethical standards and integrity. We believe our directors should possess the highest personal and professional ethics, integrity and values, and represent the best interests of the Company to create shareowner value. Unwavering adherence to high ethical standards is the foundation on which our business and reputation thrive and is integral to sustaining a successful, high-caliber company.

SUSTAINABILITY, SOCIAL, AND CORPORATE GOVERNANCE

Sustainability

As we continue to respond to the evolving regulatory environment in 2025, we recognize the value of environmental stewardship and seek opportunities to reduce our carbon footprint and incorporate energy efficiency products into business operations. We believe operating sustainably creates long-term value for our customers, communities, and shareowners through reducing risks, strengthening our communities, and helping us meet expectations of our shareholders. We have and will continue to make investments which benefit our stakeholders and, where appropriate, reinforce our commitment to sustainability.

We evaluate each credit or transaction on its individual merits, with larger deals receiving more attention and deeper analysis, including a review of reputation and environmental matters related to certain real estate loans, which is overseen by the Bank’s Credit Risk Oversight Committee.

To prepare for any climate-related occurrences, our business continuity plan addresses how to maintain business operations in response to a disastrous event. We offer disaster assistance to our associates, including accommodation and shelter reimbursement in case of evacuations or sustained power outages.

Sustainable Investing. Capital City Wealth offers sustainable investing (SI) strategies that seek to grow capital by employing a globally focused and sustainable investment approach. The SI investing portfolios take a broader approach to evaluating risk and do so over a long-term horizon by evaluating a company’s environmental, social, and governance risks, in addition to traditional financial risks.

Social

“Be Committed to Community” is one of our core values and integral to our culture. We believe that this commitment not only builds better communities but also helps us attract and retain associates. We encourage our associates to volunteer their hours with service organizations and philanthropic groups in the communities we serve.

We recorded 7,914 community service hours in 2025, and 9,542, and 10,526 hours in 2024 and 2023, respectively. Additionally, the CCBG Foundation donated approximately $0.3 million in 2025, 2024 and 2023 to various non-profit organizations in the communities we serve.

Since 2015, we have annually supported the United Way of the Big Bend in analyzing financial information for its annual grant review process. Many of these grants are provided to low-moderate income communities in North Florida’s Big Bend area.

Financial literacy is a priority. In 2025, the CCBG Foundation made grants totaling $173,000 to Community Reinvestment Act of 1977 (“CRA”) eligible organizations in our market area. We are committed to providing educational outreach regarding home ownership and financial access for minorities. We are a long-time supporter of Habitat for Humanity, with our associates providing volunteer hours on home builds. Further, we continue to originate loans under the Habitat for Humanity loan program and community development loans under various affordable housing, community service, and revitalization projects.

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During tax season, we provide locations for community residents to access Volunteer Income Tax Assistance (VITA) services. VITA is a nationwide IRS program that offers free tax preparation assistance to people who generally make $60,000 or less, persons with disabilities, the elderly, and limited English-speaking taxpayers who need assistance in preparing their own tax returns.

Human Capital

Our culture distinguishes us from our competitors and is the driving force behind our continued success. Our leadership is committed to a culture that values people alongside results.

Our brand promise (“More than your bank. Your banker.”) and purpose (“We empower our clients’ financial wellness and help them build secure futures”), together with our core values statement (“Do the Right Thing, Build Relationships & Loyalty, Embrace Individuality & Value Others, Promote Career Growth, Be Committed to Community, and Represent the Star (our bank) Proudly”), are the foundation on which our culture is built.

The bank has grown significantly since its beginnings in 1895. Our commitment to fostering a culture that values our associates across our entire footprint remains unwavering. We have a chief culture officer and a chief inclusion officer who make it a priority to ensure our culture is maintained and associates exemplify our values. We reinforce these cultural priorities through ongoing communication, leadership engagement across our markets, and programs designed to strengthen associate connection, belonging, and service to our clients and communities.

At December 31, 2025, we had approximately 927 associates, approximately 902 full-time associates and approximately 25 part-time associates. At December 31, 2025, approximately 68% of our workforce was female, 32% was male, and approximately 22% was ethnic minorities. None of our associates are represented by a labor union or covered by a collective bargaining agreement. All of our associates are hired on the basis of their individual skills, qualifications, and merit, and in accordance with applicable law.

Our commitment to people and being an employer with integrity and heart has earned us numerous accolades including: one of the “Best Companies to Work for in Florida 2025” by Florida Trend for 14 consecutive years, a “Best Bank to Work For 2025” by American Banker for 13 consecutive years and being named by Forbes in 2025 as World’s Best Banks, America’s Best Banks (ranked #13) and America’s Best-in-State Banks (Ranked #5 in Florida and Ranked #4 in Georgia), a selection made from direct consumer feedback and online reviews.

The average tenure of our associates is approximately 9.8 years, and the average tenure of our management team is 24.3 years. Tenure statistics support these accolades and further demonstrate that associates enjoy working for Capital City Bank.

Health and Safety. Our business success is fundamentally connected to our associates’ well-being. We make available to our associates a voluntary wellness program, StarFit, that provides associates with resources and good-health opportunities through exercise, diet, and preventive care. We continue to evaluate and enhance our well-being programs to support physical, emotional, and financial wellness across our workforce.

In response to emerging workplace practices, we made changes to our flex-work program to assist our associates in maintaining a work/life balance consistent with their professional and personal goals. We remain committed to providing tools, support and flexibility that enable associates to perform their roles effectively while managing personal commitments.

Compensation and Benefits Program. To attract and retain experienced associates we offer a competitive compensation and benefits program, foster a culture where everyone feels included and empowered to do their best work, and give associates the opportunity to give back to their communities and make a social impact.

Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals, and create long-term value for our shareowners. We provide our associates with compensation packages that include base salary and annual incentive bonuses, and certain associates can receive equity awards tied to the Company’s performance.

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Experience has taught us that a compensation program with both short- and long-term awards provides fair and competitive compensation and aligns associate and shareowner interests by incentivizing business and individual performance. This dual approach also encourages long-term company performance and integrates compensation with our business plans.

In addition to cash and equity compensation, we offer associates benefits including life and health (medical, dental & vision) insurance, paid time off, an associate stock purchase plan, and a 401(k) plan. Associates hired prior to 2020 are eligible to participate in a pension plan. We periodically evaluate our benefits and total rewards offerings to ensure they remain competitive within our industry and responsive to the evolving needs of our workforce.

A core value is providing associates the ability to “grow a career.” To that end, we support and encourage associates to pursue personal and professional development through higher education. We offer an educational Tuition Assistance Plan to help eligible associates continue or begin post-high school education, develop skills, increase knowledge, and aid in career development.

Governance

Our corporate governance framework fosters an engaged, independent board with diverse perspectives, qualifications and skills who are committed to creating long-term value for our shareowners. In so doing, the Company recognizes the interests of its shareowners will be advanced by responsibly taking into account the concerns of the Company’s other constituencies, including clients, associates, communities in which the Company conducts its business, the public at large, and the governmental entities that regulate the Company’s business.

Specifically, the Board of Directors

■	oversees the Company’s affairs, striving to protect the interests of our shareowners.

■	exercises sound and independent business judgment regarding significant, strategic, and operational issues.

■	advises senior management and adopts governance principles consistent with Capital City Bank’s mission, vision, and values.

■	focuses on corporate risk management, board structure, and managing the Company for the long-term.

Additionally, the charters of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee are reviewed annually by each respective committee and the Board.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE REPORT

During 2025, the Corporate Governance and Nominating Committee focused its efforts on:

■	Management succession planning, specifically for the position of chief executive officer;

■	Board refreshment, including reviewing

○	director skills required/needed to ensure alignment with the Company’s strategic initiatives;

○	vetting and nominating director candidates process; and

○	board and committee onboarding processes.

■

Reviewing all governing documents including the Company’s committee charters (which are reviewed annually), Lead Independent Charter, Corporate Governance Guidelines; Director Code of Conduct, Associate Code of Conduct with the Officer Addendum, and Code of Ethics for the Chief Executive Officer and Senior Financial Officers.

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■	Reviewing risk management practices, including scheduling time with senior executive officers to discuss cybersecurity practices, posture, and response, as well as insurance coverages in place to help protect the Company and its shareowners in the event a cyberattack occurs; and

■	Reviewing continuing education opportunities for directors and monitoring compliance with our policy that requires directors complete at least one outside training event or four virtual seminars every twenty-four month cycle.

2025 Corporate Governance and Nominating Committee:

Laura L. Johnson (Chair)

Robert Antoine

Bonnie J. Davenport

William Eric Grant

Ashbel C. Williams

BOARD’S RESPONSIBILITIES AND DUTIES

Succession Planning

The Board plans for succession to the position of chief executive officer as well as certain other senior management positions. William G. Smith, Jr., our chairman and CEO, assists the Board by providing an annual assessment of senior managers and their potential to succeed him, as well as an assessment of associates considered potential successors to certain other senior management positions. Additionally, an outside consulting firm annually provides the Board an independent assessment of select associate candidate qualifications.

The Corporate Governance and Nominating Committee and the independent directors annually review these assessments in an executive session. In addition, the Board interacts with members of senior management who are potential successors to our executive management.

Board Refreshment

The Corporate Governance Guidelines support board refreshment through mandatory resignation if the director does not receive a majority vote of support from our shareowners; mandatory tender of a resignation upon a change in our director’s principal employment; and a strict prohibition on serving on too many boards. The guidelines do not require term limits nor a mandatory retirement age. We believe that directors should not be subject to term limits nor a retirement age because they would likely cause the Board to lose directors who have strong experience, institutional knowledge, and insight into the Company’s strategies, operations, and risks. Our Board regularly reviews its own composition and skills, and plans for an orderly director transition and refreshment process in response to potential retirements, resignations, or gaps by identifying potential candidates. Recognizing the importance of balancing experience with fresh perspectives, the Board has added one director in 2016, three in 2017, one in 2018, one in 2019 and four in 2021.

Risk Management

Risk management is a key component of our corporate strategy. Specific risks are assessed at our committee levels, and the Board oversees our overall risk management process, discussing and reviewing with management major policies that address risk assessment and risk management. The Board is regularly informed through committee reports about our risks. The Bank’s Enterprise Risk Oversight Committee reports to the Board at least twice per year. This committee assists the Board in establishing and monitoring the Company’s key risks and meets at least quarterly. Further, our Disclosure Committee oversees the Company’s disclosure control framework and reports its activities and findings to the Audit Committee on a regular basis.

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Cybersecurity and Information Security Risk Oversight

Risk Management and Strategy

Our enterprise risk management program is designed to identify, assess, and mitigate risks across various aspects of our Company, including financial, operational, market, regulatory, technology, legal, and reputational. Cybersecurity is a critical risk area given the increasing reliance on technology and potential of cyber risk threats. Our Chief Information Security Officer (“CISO”) reports to the Bank President who provides oversight of the information security program and its activities, along with our management-level Enterprise Risk Oversight Committee (“ROC”) and our Board of Directors.

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of external threat events or other efforts to penetrate, disrupt or misuse systems or information. Our cybersecurity risk management program is designed around the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, regulatory guidance, and other industry standards, although we cannot guarantee that we meet all technical specifications, or requirements under NIST. Our CISO and Information Security Officers (“ISOs”) along with key members of the information security team collaborate with peer banks, industry groups, and policymakers to discuss cybersecurity trends and issues and identify best practices. Our information security program, including our cyber risk management policies and procedures and our incident response program, are periodically reviewed by the CISO with the goal of addressing changing threats and conditions.

The parts of our information security program relating to cybersecurity are built on a multi-layered and integrated defense model and include the following processes:

■

Risk-based controls for information systems and information on our networks: We maintain risk management processes designed to identify, assess, and manage cybersecurity risks associated with external service providers and the services we provide to our clients. We leverage people, processes, and technology as part of our efforts to manage and maintain cybersecurity controls. We also employ a variety of preventative and detective tools designed to monitor, block, and provide alerts regarding suspicious activity, as well as to report on suspected advanced persistent threats. We seek to maintain a risk management infrastructure that implements physical, administrative and technical controls that are designed, based on risk, to protect our information systems and the information stored on our networks, including personal information, intellectual property and proprietary information of our Company and our clients.

■

Incident response program: We have an incident response program and dedicated teams to respond to cybersecurity incidents. When a cybersecurity incident occurs, we have cross-functional teams that are responsible for leading the initial assessment of priority and severity and communicating potentially material cybersecurity incidents to the appropriate members of management and the Board of Directors.

■

Training and testing: We have established processes and systems designed to mitigate cybersecurity risk, including regular education and training for associates, preparedness simulations and tabletop exercises, and recovery and resilience tests. We also monitor our email gateways for malicious phishing email campaigns and monitor remote connections.

■

Internal and external risk assessments: We engage in ongoing assessments of our infrastructure, software systems, and network architecture using internal experts and third-party specialists, including to identify material risks from cybersecurity threats. Our internal auditor and other independent external partners will periodically review our processes, systems, and controls, including with respect to our information security program, to assess their design and operating effectiveness and make recommendations to strengthen our risk management processes.

Notwithstanding our defensive measures and processes, threats posed by cyberattacks are severe. Our internal systems, processes, and controls are designed to mitigate loss from cyber-attacks and, while we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected, and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition. Despite the Company’s efforts, there can be no assurance that its cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting its systems and information. The Company faces risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect its business strategy, results of

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operations or financial condition. For further discussion of risks from cybersecurity threats, see the Company’s 2025 Annual Report on Form 10-K, Item 1A. Risk Factors under the section captioned “Cybersecurity incidents, including security breaches and failures of our information systems could significantly disrupt our business, result in the unintended disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses.”

Governance

Management’s Role

Our CISO is responsible for managing our Corporate Security Department and overseeing our information security program, including cybersecurity risks. The responsibilities of this department include cybersecurity risk assessment, defense operations, incident response, vulnerability assessment, threat intelligence, third-party risk management, information governance risk and compliance and business resilience. The foregoing responsibilities are covered on a day-to-day basis with oversight and guidance provided by our CISO, the ISOs and key members of the information security team. The department, as a whole, consists of information security professionals with varying degrees of education and experience. Associates within the department are generally subject to professional education and certification requirements. In particular, our CISO has over 15 years of substantial relevant expertise and formal training in the areas of information security and cybersecurity risk management and also serves on several advisory boards and committees within the financial sector. Our CISO regularly reports on the status of the information security program to the Bank’s President. On a quarterly basis, and as needed, the CISO reports the status of the information security program, notable threats or incidents, and other developments related to information security and cybersecurity risks to the Bank’s Enterprise Risk Oversight Committee.

Board Oversight of Cybersecurity

The Board of Directors oversee cybersecurity risk and the information security program which includes overseeing management’s actions to identify, assess, mitigate and remediate or prevent material cybersecurity risks. The CISO provides reports to the Board of Directors annually on the status of the information security program and risks, notable threats and incidents, and other developments related to cybersecurity of the information security program. An appropriate committee of the Board of Directors may also receive from the CISO periodic reports on these activities, as well as the status of any incident response and remediation efforts the Company may undertake.

Our board received regular updates on cybersecurity and information security risk in 2025 and discussed cybersecurity and information security risks with both the Governance and Audit Committees. For more information on our cybersecurity risk management, strategy, and governance, see “Part I - Item 1C. Cybersecurity” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Board and Committee Evaluations

The Corporate Governance and Nominating Committee uses a variety of methods to annually evaluate the Board and its Committees. In 2025, the Committee engaged an outside firm, Bank Director, to evaluate board and committee performance. Directors submitted completed questionnaires directly to Bank Director, which summarized the results without attribution. The Corporate Governance and Nominating Committee discussed the results, followed by the Board.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to implement the Nasdaq corporate governance listing standards and various other corporate governance matters.

Codes of Conduct and Ethics

The Board has adopted Codes of Conduct applicable to all directors, officers, and associates, and a Code of Ethics applicable to our chief executive officer and our financial and accounting officers, all of which are available, without charge, on our website (investors.ccbg.com) or upon written request to:

Capital City Bank Group, Inc.

c/o Corporate Secretary

217 North Monroe Street

Tallahassee, Florida 32301

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These codes are designed to comply with Nasdaq and Security Exchange Commission requirements. We will disclose any amendments to, or waivers from, the Code of Ethics on our website within four business days of such determination.

BOARD STRUCTURE AND PROCESS

Independent Directors

Our common stock is listed on the Nasdaq Global Select Market. Nasdaq requires that a majority of our directors be “independent,” as defined by Nasdaq’s rules. Generally, a director does not qualify as an independent director if the director or a member of a director’s immediate family has had in the past three years certain relationships or affiliations with us, our outside auditors, or other companies that do business with us. Under current Nasdaq rules, our Board must undertake both a subjective and an objective determination of the independence of the directors. For purposes of the objective determination, our Board utilizes the objective standards of independence set forth in the Nasdaq rules. Our Board has affirmatively determined that the following current directors, constituting a majority of our directors, are independent: Robert Antoine, William F. Butler, Stanley W. Connally, Jr., Marshall M. Criser III, Kimberly A. Crowell, Bonnie J. Davenport, William Eric Grant, Laura L. Johnson, John G. Sample, Jr., and Ashbel C. Williams. The Board, in making its independence determinations, considered the following relationships between the Company and the directors, and determined that none of the relationships for the directors and director nominees set forth below constituted a material relationship between the director or director nominee and the Company: (1) the Company or its subsidiaries provided non-preferential, ordinary course financial products and services to certain of our directors and director nominees, some of their immediate family members, and entities affiliated with some of them or their immediate family members; and (2) Ms. Davenport is the founding principal, president, and majority owner of BKJ, Inc. Architecture (“BKJ”), a company that has provided architectural services to, and received fees from, the Company over the last several years.

Board Leadership

The Board does not have a policy with respect to separation of the positions of chairman and CEO or with respect to whether the chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time. When the chairman of the board is a member of management or is otherwise not independent, the independent directors elect a lead independent director, which we discuss below. Currently, William G. Smith, Jr. serves as our chairman and CEO. Given the fact that Mr. Smith is tasked with the responsibility of implementing our corporate strategy, we believe he is best suited for leading discussions regarding performance relative to our corporate strategy, and these discussions represent a significant portion of our Board meetings.

Lead Independent Director

The independent directors of our Board of Directors annually elect an independent director to serve in a lead capacity. Although elected annually, the lead independent director is generally expected to serve for more than one year. Mr. Connally currently serves as our lead independent director. The lead independent director’s duties, which are listed in a Board-approved charter, include:

■	presiding at all meetings of the Board at which the chairman is not present;

■	calling meetings of the independent directors;

■	coordinating with the chairman the planning of meeting agenda items; and

■	serving as an independent point of contact for shareowners wishing to communicate with the Board other than through the chairman.

Independent Director Meetings In Executive Sessions

Our independent directors regularly meet without any Company associates present in executive sessions and meet at least twice per year in accordance with Nasdaq rules. Any independent director may call an executive session of independent directors at any time. In 2025, the independent directors met in an executive session five times.

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Director Nominating Process

The Corporate Governance and Nominating Committee annually reviews and makes recommendations to the Board regarding the composition and size of the Board so that the Board consists of members with the proper experience, skills, attributes, and personal and professional backgrounds needed by the Board, consistent with applicable Nasdaq and regulatory requirements.

The Corporate Governance and Nominating Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our shareowners. The Corporate Governance and Nominating Committee considers criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined by the Nasdaq listing standards, the business experience currently desired on the Board, geography, the nominee’s banking industry experience, and the nominee’s general ability to enhance the overall composition of the Board. The Corporate Governance and Nominating Committee does not have a formal policy on diversity; however, the Board and the Corporate Governance and Nominating Committee believe that it is essential that Board members represent diverse viewpoints and qualifications and considers this matter (among other matters) during the annual board and committee evaluation process.

Our Corporate Governance and Nominating Committee identifies nominees for directors primarily based upon suggestions from shareowners, current directors, and executives. Shareowners who wish to suggest candidates may submit the name and qualifications of the candidate to the Corporate Governance and Nominating Committee c/o Capital City Bank Group, Inc., 217 North Monroe Street, Tallahassee, Florida 32301. Director candidates recommended by shareowners are afforded the same consideration as all other candidates. The Corporate Governance and Nominating Committee Chair and at least one other member of the committee interviews director candidates. The full Board formally nominates candidates for director to be included on the slate of directors presented for shareowner vote based upon the recommendations of the Corporate Governance and Nominating Committee following this process.

Voting Standard

Our Bylaws provide that in an uncontested election, if a nominee for director does not receive at least a majority of the votes cast at any meeting for the nominee’s election at which a quorum is present, then the director must promptly tender his or her resignation to the Board. The Corporate Governance and Nominating Committee would then recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation and publicly disclose its decision and the rationale behind the decision within 90 days from the date of the certification of the election results. If a director’s resignation is not accepted by the Board, then such director will continue to serve the remainder of his or her term. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any remaining vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director, a person must deliver to our Corporate Secretary a written agreement that such person will abide by these requirements.

Director Service on Other Boards

To ensure that our directors can provide sufficient time and attention to the Company, our directors may not serve on more than three other boards of directors of public companies. Our CEO may not serve on more than two other boards of directors of public companies.

Change in Director Occupation

A director whose principal occupation or business association changes substantially during the director’s tenure must tender a resignation for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

DIRECTOR ATTENDANCE

Our Board met nine times in 2025. Each of our directors attended at least 97.6% of the aggregate number of meetings of the Board and Committees on which they served. We expect all directors to attend our Annual Meeting. Every director attended the 2025 Annual Meeting.

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SHAREOWNER COMMUNICATIONS

Our Corporate Governance Guidelines provide for a process by which shareowners may communicate with the Board, a Board committee, the independent directors as a group, or individual directors. Shareowners who wish to communicate with the aforementioned constituencies may do so by sending written communications to the address below:

Capital City Bank Group, Inc.

c/o Corporate Secretary

217 North Monroe Street

Tallahassee, Florida 32301

Communications will be compiled by our Corporate Secretary and submitted to the Board, a committee of the Board, or the appropriate group of directors or individual directors, as appropriate, at the next regular meeting of the Board. The Board has requested that the Corporate Secretary submit to the Board all communications received, excluding those items that are not related to board duties and responsibilities, such as: mass mailings, job inquiries, resumes, advertisements, solicitations, and surveys.

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BOARD COMMITTEE MEMBERSHIP


Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee
The Committee assists the Board in its oversight of: ■ the integrity of our financial reporting process, system of internal controls, and the independence and performance of our internal auditors; ■ our compliance with Section 112 of the Federal Deposit Insurance Corporation Improvement Act of 1991; ■ the hiring, qualifications, independence, and performance of our independent auditors, for which the Committee bears primary responsibility; and ■ our policies and practices with respect to risk assessment and risk management. Our Board has determined that each member of the Committee is an “audit committee financial expert” as defined under applicable SEC rules.	The Committee assists the Board in its oversight of: ■ our compensation and benefits policies and programs generally; ■ the performance evaluation of designated senior managers, including our named executive officers; ■ the compensation of our designated senior managers, including our named executive officers; ■ assessing the relationship between incentive compensation arrangements and risk management policies and practices; ■ stock ownership guidelines for directors and executive officers; and ■ Board compensation. Interlocks and Insider Participation: None of the members of our Compensation Committee is or was an officer or employee of the Company. In addition, none of our executive officers serves or has served as director or as a member of the compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.	The Committee assists the Board in its oversight of: ■ director qualification standards and nominations; ■ appointing directors to committees; ■ Board, committee, and director performance; ■ managerial succession; ■ director orientation and continuing education ■ policies and practices relating to corporate governance; and ■ shareowner proposals.
Current committee members John G. Sample, Jr. (Chair) Robert Antoine William F. Butler Stanley W. Connally, Jr. Marshall M. Criser III Kimberly A. Crowell William Eric Grant	Current committee members Marshall M. Criser III (Chair) William F. Butler Kimberly A. Crowell Laura L. Johnson	Current committee members Laura L. Johnson (Chair) Robert Antoine Bonnie J. Davenport William Eric Grant Ashbel C. Williams
Meetings in 2025 14	Meetings in 2025 5	Meetings in 2025 4
Committee report on page 53	Committee report on page 38	Committee report on page 13
Each committee member is independent under the rules of Nasdaq. The Board has adopted written charters for each of its standing committees. Each committee’s charter is reviewed annually and may be viewed on our website at investors.ccbg.com.

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DIRECTOR COMPENSATION

COMPENSATION ELEMENTS

We currently have 10 independent directors who qualify for compensation for Board service. In 2025, the Compensation Committee engaged Blanchard Consulting to measure Capital City’s board compensation against the same peer group used to measure executive management compensation. Additionally, Compensation Philosophy includes targeting total annual fees, including retainer, equity compensation, board meeting fees, committee chairmen fees, committee meeting fees, and Lead Independent Director fees for our directors to be between the 50^th and 75^th percentile of our selected peer group unless an exception is stated by the Compensation Committee due to Company performance or market demand. While the Compensation Committee deems attendance by directors to be mandatory at all meetings, having a variable compensation structure better aligns compensation with the volume of business conducted by each committee. The elements of director compensation are as follows:

2025 Cash Compensation


	Cash Payment			Fees Earned in Cash ($)
	Annual Retainer			$30,000
	Member of Board Committee			$500 per meeting attended
	Audit Committee Chair – Annual Retainer			$12,000
	Compensation Committee Chair – Annual Retainer			$8,000
	Corporate Governance and Nominating Committee Chair – Annual Retainer			$8,000
	Lead Outside Director – Annual Retainer			$15,000
	Board Meeting Fees			$500 per board meeting and annual strategic meeting attended

Equity Compensation

Stock Grant. Each independent director earned restricted shares of our common stock valued at $30,000. The restricted shares were approved at the February Compensation Committee meeting and ratified and granted at the Board meeting on February 27, 2025. The granted shares are forfeited if we incur a net loss for the year in which the grants were made. The restricted stock is issued under the terms of our 2021 Associate Incentive Plan.

Director Stock Purchase Plan. Directors are also permitted to purchase shares of common stock at a 10% discount from fair market value under our 2021 Director Stock Purchase Plan. During 2025, 12,147 shares were purchased. As of December 31, 2025, there were 225,455 shares of common stock available for issuance to directors under this plan. Purchases under this plan were not permitted to exceed the annual retainer and meeting fees received. Our shareowners adopted the Director Stock Purchase Plan at our 2021 Annual Meeting.

Perquisites and Other Personal Benefits

We provide directors with perquisites and other personal benefits that we believe are reasonable, competitive and consistent with our overall director compensation program. The value of the perquisites for each director in the aggregate is less than $10,000.

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DIRECTOR COMPENSATION TABLE

The following table sets forth a summary of the compensation we paid in 2025 to our directors (other than directors who are also executive officers):


Name	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾ ($)	All Other Compensation ($)	Total ($)
Robert Antoine	43,500	29,990	—	73,490
William F. Butler	44,000	29,990	—	73,990
Stanley W. Connally, Jr.	55,500	29,990	—	85,490
Marshall M. Criser III	51,500	29,990	—	81,490
Kimberly A. Crowell	43,500	29,990	—	73,490
Bonnie J. Davenport	36,500	29,990	—	66,490
William Eric Grant	44,000	29,990	—	73,990
Laura L. Johnson	47,000	29,990	—	76,990
John G. Sample, Jr.	55,500	29,990	—	85,490
Ashbel C. Williams	36,500	29,990	—	66,490

(1)

In 2025, we granted each independent director 823 shares of our common stock under our 2021 Associate Incentive Plan. The fair value of each share at the time of the grant was $36.44. The column represents the fair value of the award as calculated in accordance with U.S. generally accepted accounting principles.

STOCK OWNERSHIP EXPECTATIONS

We maintain stock ownership guidelines for all independent directors. Under our current guidelines, each independent director is expected to own our common stock equal in value to 10 times their annual director retainer fees (including annual cash and equity grants). Directors have 10 years from the date they are first appointed or elected to our Board to meet the stock ownership requirement. The Compensation Committee has determined that as of December 31, 2025, all directors have met our share ownership expectations or are making significant strides to meet these expectations within the stated time period of 10 years from date of appointment or election.

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TRANSACTIONS WITH RELATED PERSONS

PROCEDURES FOR REVIEW, APPROVAL, OR RATIFICATION OF RELATED PERSON TRANSACTIONS

We recognize that related person transactions may raise questions among our shareowners as to whether the transactions are consistent with our best interests and our shareowners’ best interests. We generally do not enter into or ratify a related person transaction unless our Board, acting through the Audit Committee or otherwise, determines that the related person transaction is in, or is not inconsistent with, our best interests and our shareowners’ best interests. We have adopted a written Related Person Transaction Policy.

Under our procedures, each director, executive officer, and nominee for director submits to our designated compliance officer certain information to assist us in monitoring the presence of related party transactions. On an ongoing basis, and to the best of their knowledge, directors and executive officers are expected to notify our designated compliance officer of any updates to that information. We use our best efforts to have our Audit Committee pre-approve all related person transactions. In the event a related person transaction was not pre-approved by the Audit Committee, the transaction is immediately submitted for the Audit Committee’s review for ratification or attempted rescission.

In addition to the policy described above, we circulate a questionnaire each quarter to our directors and executive officers, in which respondents are required to disclose, to the best of their knowledge, all related person transactions that occurred in the previous quarter.

TRANSACTIONS WITH RELATED PERSONS

Some of our directors and officers and their affiliates, are clients of, and have, in the ordinary course of business and banking, transacted with, Capital City Bank. These transactions include loans, commitments, lines of credit, and letters of credit, any of which may, from time to time, exceed $120,000. All loans included in these transactions were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons who were not affiliates of Capital City Bank and, in the opinion of management, did not involve more than the normal risk of collectability or presented other unfavorable features. The Capital City Bank Group Board of Directors approved each of these transactions.

For the year ended December 31, 2025, we have not identified any transactions or series of similar transactions (other than the ordinary course of business transactions discussed above) for which we are a party in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, or holder of more than 5% of our capital stock had or will have a direct or indirect material interest other than as follows:

The Company leases land from a partnership (Smith Interests General Partnership L.L.P.) in which William G. Smith, Jr. has an interest. The Company made lease payments totaling $0.1 million in 2025, $0.1 million in 2024 and $0.2 million in 2023. In December 2023, the lease payments adjusted to $0.1 million annually due to a reduction in the size of the parcel leased by the Company. The payments under the lease agreement provide for annual lease payments of approximately $0.1 million annually through December 2033, and thereafter, increase by 5% every 10 years until 2053 at which time the rent amount will adjust based on reappraisal of the parcel rental value. The Company then has four successive options to extend the lease for five years each with rental increases of 5% at each extension. Further, in accordance with this lease agreement, the Company made payments of $0.5 million in May 2024 and $0.2 million in July 2025 to the lessor as reimbursement for a portion of the costs related to the development of subject property to support the construction of a new banking office by the Company.

William G. Smith, III, the son of our Chairman and Chief Executive Officer, William G. Smith, Jr., is employed as Chief Lending Officer at Capital City Bank. In 2025, William G. Smith, III’s total compensation (consisting of annual base salary, annual bonus, and stock-based compensation) was determined in accordance with the Company’s standard employment and compensation practices applicable to associates with similar responsibilities and positions.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE OVERVIEW

Capital City’s Performance Highlights

We believe Capital City has performed well and has positioned itself to take advantage of new opportunities. Consider that:

■	2025 was a record year of earnings which totaled $62 million, a 16.3% increase over 2024. Since 2020, our EPS has grown at an average annual growth rate of 16%;

■	Average deposit balances increased $54 million, or 1.5%, in 2025 and have grown at an average annual growth rate of 7.6% for the past 5 years driven by core deposit growth and government stimulus programs;

■	Our total cost of deposits in 2025 was 81 basis points, which contributed greatly to our performance and outperformed many of our peer banks;

■	2025 year end loan balances declined $105 million, or 4.0%, from 2024 due to lower loan demand which reflected borrower uncertainty and higher interest rates, and have grown by $540 million, or 26.9%, since the end of 2020;

■

Credit quality remained strong in 2025 as net loan losses were 14 basis points of average loans. From 2021 to 2025, our average annual loan losses were 13 basis points of average loans. Classified assets totaled $16.3 million at December 31, 2025, and our nonperforming assets to total assets ratio was 24 basis points. Our allowance for credit losses as a percentage of loans was 122 basis points;

■	We have not taken on excessive interest rate risk or relaxed our credit standards, and believe our balance sheet continues to be well positioned for the current economic and interest rate environment;

■	Our tangible book value per share increased $3.38, or 14.3%, in 2025, and has increased $13.28 per share, or an average annual growth rate of 14.5% since 2020;

■	We increased our cash dividends in 2025 by $0.12 per share, or 13.6%, over 2024; and

■	We believe we have sufficient capital and liquidity to pursue and implement our long-term strategic initiatives.

24 Capital City Bank Group, Inc. | Notice of Annual Meeting and Proxy Statement

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We are Focused on Being Careful with How We Spend our Shareowners’ Money

We have an experienced and hardworking management team. In fact, members of our executive management team have more than 32 years of experience in the banking industry on average. We have been able to retain our management team by strongly linking pay to performance. Compare how our CEO’s base salary matches up to the median base salary of the CEOs of our 2025 peer group, which is the same peer group used in 2024 and is listed later in this CD&A:

Mr. Smith’s relatively low base salary does not reflect his performance level, but rather it reflects our conservative compensation philosophy. Superior compensation should be earned through superior performance. Because Capital City’s performance was adversely affected during last decade’s recession, we significantly limited the raises our named executive officers received during that time frame. On the other hand, as Capital City has thrived, we have recognized our executives’ performance through base salary increases.

Capital City Bank Group, Inc. | Notice of Annual Meeting and Proxy Statement 25

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We Strive to Maximize Shareowner Return

At Capital City, we strive to foster a culture of accountability to our shareowners and work to maximize shareowner return each day. In fact, this is why we refer to our shareholders as “shareowners” – we understand that we work for the benefit of Capital City’s owners. We also believe that an effective way to align the interests of our associates with the interests of our shareowners is to encourage our associates to become shareowners. We are proud to offer our associates the ability to purchase shares of Capital City through our 2021 Associate Stock Purchase Plan and through the Capital City 401(k) Plan. We also pay our directors, executive officers and senior management team partially in shares of Capital City stock and maintain robust share ownership requirements for many of these individuals.

Pay for Performance is Integral to the Capital City Culture

Our focus on maximizing shareowner return and the strong ownership culture among our associates makes it much easier to implement a strong pay-for-performance compensation plan for our management team. Our executive officers do not expect to get paid well when Capital City’s results do not meet our expectations. On the other hand, when Capital City achieves its Board-approved performance goals, our management team should be rewarded. In 2025, a substantial majority of Mr. Smith’s eligible compensation was “at risk.”

(1)	Eligible Incentive Pay assumes performance goals met at the 100% level.

Compensation Best Practices

We are proud of the strong corporate governance practices we have implemented. Below we have summarized important policies we have implemented to ensure that we provide compensation to align the interests of our executive officers with the interests of our shareowners. More importantly, we have summarized the compensation practices that we do not have because we believe that these particular practices are not in the best interests of our shareowners.


	What We Do			What We Don’t Do
	Pay for performance


Proxy Statement			1
Voting Information			1
Proposal No. 1 – Election of Directors			3
Corporate Governance at Capital City			11
Board Committee Membership			20
Director Compensation			21
Transactions with Related Persons			23
Compensation Discussion and Analysis			24
Executive Compensation			39
Pay Versus Performance			45
Proposal No. 2 – Non-Binding Advisory Vote on Executive Compensation			50
Proposal No. 3 – Non-Binding Advisory Vote on Frequency of Non-Binding Advisory Vote on Executive Compensation			51
Proposal No. 4 – Ratification of Independent Auditors			52
Audit Committee Matters			53
Share Ownership			55
Proxy Statement – General Information			57
Other Matters			61

SEC Form DEF 14A filed by Capital City Bank Group