S-3 1 sfst4592841-s3.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on February 6, 2026

Registration Statement No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________

SOUTHERN FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

_______________________

	South Carolina	58-2459561
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6 Verdae Boulevard

Greenville, South Carolina 29607

(864) 679-9000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

R. Arthur Seaver, Jr.

Chief Executive Officer

Southern First Bancshares, Inc.

6 Verdae Boulevard

Greenville, South Carolina 29607

(864) 679-9000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Benjamin A. Barnhill

Brittany M. McIntosh

Nelson Mullins Riley & Scarborough, LLP

2 W. Washington Street, Suite 400

Greenville, South Carolina 29601

(864) 373-2246

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

About this Prospectus	1
Incorporation of Certain Information by Reference	2
Risk Factors	3
Special Note Regarding Forward-Looking Statements	4
Prospectus Summary	7
Southern First Bancshares, Inc.	9
Use of Proceeds	9
Plan of Distribution	9
Description of Debt Securities	12
Description of Preferred Stock	19
Description of Depositary Shares	21
Description of Common Stock	25
Description of Purchase Contracts	26
Description of Units	26
Description of Warrants	26
Description of Rights	28
Anti-Takeover Effects of Certain Articles of Incorporation Provisions	29
Validity of Securities	30
Experts	30
Where You Can Find More Information	30

SEC registration fee	$	11,752
Legal fees and expenses	$	*
Printing and mailing	$	*
Accounting fees and expenses	$	*
Miscellaneous	$	*
Total	$	*

Exhibit No.		Exhibit

1.1		Form of Underwriting Agreement for Debt Securities**

1.2		Form of Underwriting Agreement for Preferred Stock or Depositary Shares**

1.3		Form of Underwriting Agreement for Common Stock**

1.4		Form of Underwriting Agreement for Purchase Contracts**

1.5		Form of Underwriting Agreement for Units**

1.6		Form of Standby Underwriting Agreement for Rights**

3.1		Amended and Restated Articles, as amended, of Southern First Bancshares, Inc. (effective May 30, 2024) (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on July 31, 2024)

3.2		Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed March 24, 2008)

3.3		Amendment to Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on November 2, 2020)

3.4		Amendment to Amended and Restated Bylaws dated January 20, 2026 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on January 22, 2026)

4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form SB-2 filed on July 27, 1999)

4.2		See Exhibits 3.1, 3.2, 3.3, and 3.4 for provisions of the Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended, which define the rights of the shareholders

4.3		Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.4		Form of Articles of Amendment Establishing a Series of Preferred Stock**

4.5		Form of Senior Indenture

4.6		Form of Senior Note**

4.7		Form of Subordinated Indenture

4.8		Form of Subordinated Debt Security**

4.9		Form of Unit Agreement**

4.10		Form of Warrant Agreement**

4.11		Form of Rights Agreement**

4.12		Form of Deposit Agreement

4.13		Form of Purchase Contract Agreement**

4.14		Form of Depositary Receipt (included in Exhibit 4.12)

5.1		Opinion of Nelson Mullins Riley & Scarborough LLP

8.1		Opinion of Nelson Mullins Riley & Scarborough LLP as to certain U.S. federal income tax matters**

23.1		Consent of Elliott Davis, LLC

23.2		Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included on the signature page of this registration statement)

25.1		Form T-1 Statement of Eligibility to act as trustee under the Senior Indenture*

25.2		Form T-1 Statement of Eligibility to act as trustee under the Subordinated Indenture*

107		Filing Fee Table

SOUTHERN FIRST BANCSHARES, INC.

By:	/s/ R. ARTHUR SEAVER, JR.
	Name:	R. Arthur Seaver, Jr.
	Title:	Chief Executive Officer

Name	Capacity	Signature

R. Arthur Seaver, Jr.	Chief Executive Officer; Director (Principal Executive Officer)	/s/ R. ARTHUR SEAVER, JR.

Christian J. Zych	Chief Financial Officer (Principal Financial Officer)	/s/ CHRISTIAN J. ZYCH

Julie A. Fairchild	Chief Accounting Officer (Principal Accounting Officer)	/s/ JULIE A. FAIRCHILD

James B. Orders, III	Chairman of the Board of Directors	/s/ JAMES B. ORDERS, III

Andrew B. Cajka, Jr.	Director	/s/ ANDREW B. CAJKA, JR.

Jennifer S. Cluverius	Director	/s/ JENNIFER S. CLUVERIUS

Mark A. Cothran	Director	/s/ MARK A. COTHRAN

Leighton M. Cubbage	Director	/s/ LEIGHTON M. CUBBAGE

Anne S. Ellefson	Director	/s/ ANNE S. ELLEFSON

David G. Ellison	Director	/s/ DAVID G. ELLISON

Darrin Goss, Sr.	Director	/s/ DARRIN GOSS, SR.

Terry Grayson-Caprio	Director	/s/ TERRY GRAYSON-CAPRIO

Tecumseh Hooper, Jr.	Director	/s/ TECUMSEH HOOPER, JR.

Rudolph G. Johnstone, III, M.D.	Director	/s/ RUDOLPH G. JOHNSTONE, III, M.D.

Ray A. Lattimore	Director	/s/ RAY A. LATTIMORE

Anna T. Locke	Director	/s/ ANNA T. LOCKE

William A. Maner, IV	Director	/s/ WILLIAM A. MANNER, IV

William M. McClatchey, Jr.	Director	/s/ WILLIAM M. MCCLATCHEY, JR.

SEC Form S-3 filed by Southern First Bancshares Inc.