UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~April 2617, ~~2023~~2024

TC BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

    Georgia

    001-40637

    86-2650449

    (State or other jurisdiction of
incorporation or organization)

    (Commission
File Number)

    (IRS Employer
Identification No.)

   

131 South Dawson Street

Thomasville, Georgia 31792

(Address of principal executive offices)

(229) 226-3221

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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


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


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


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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	TCBC	The Nasdaq Stock Market LLC

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

Emerging Growth Company 

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

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~directors or Certain Officers: Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

~~On December 26, 2023,~~ TC Bancshares, Inc. and Mr. Michael Penney have executed an employment agreement (the ~~"Company"~~“Employment Agreement”) ~~issued~~reflecting aMr. ~~press~~Penney's ~~release~~contributions ~~announcing~~and service as the ~~declaration~~Executive byVice President and Chief Credit Officer for TC Federal Bank (the ~~Board~~"Bank"). ofThe ~~Directors~~Employment onAgreement ~~December~~has 7,an ~~2023,~~initial term of athree ~~semi-annual~~years, ~~cash~~with ~~dividend~~optional ofone-year $0renewals thereafter.05 ~~per~~Under ~~share~~the ofEmployment ~~common~~Agreement, ~~stock. The~~the ~~cash~~current ~~dividend~~annual ~~will~~base besalary ~~paid~~for onMr. ~~January~~Penney ~~19,~~is ~~2024~~$192,730. toThe ~~shareholders~~Board of ~~record~~Directors will review Mr. Penney's base salary at ~~the~~least ~~close~~annually ofto ~~business~~determine onwhether ~~January~~an 5,increase ~~2024~~is appropriate. ~~For~~ ~~additional~~In ~~information~~addition ~~reference~~to base salary, Mr. Penney is ~~made~~entitled to ~~the~~participate ~~Company's~~in ~~press~~bonus ~~release~~and ~~dated~~incentive ~~December~~programs ~~26,~~and ~~2023,~~other ~~which~~benefit isplans ~~included~~available ~~hereto~~to management employees, as ~~Exhibit~~well 99as all reasonable business expenses incurred.1.

~~The~~Under ~~information~~the inEmployment ~~Item~~Agreement, ~~7.01~~if ~~and~~the ~~Exhibit~~Bank 99terminates Mr.1 ofPenney's ~~this~~employment ~~Current~~for ~~Report~~“cause,” onas ~~Form~~that ~~8-K~~term ~~shall~~is defined in the Employment Agreement, Mr. Penney will not bereceive ~~deemed~~any ~~“filed”~~compensation ~~for~~or ~~purposes~~benefits ofafter ~~Section~~the 18termination date other than compensation and benefits that have accrued or vested through the date of the ~~Securities~~termination. If ~~Exchange~~the ~~Act~~Bank ofterminates ~~1934~~Mr. Penney's employment without cause or if Mr. Penney terminates employment for “good reason,” as ~~amended~~that (term is defined in the ~~“Exchange~~Employment ~~Act”)~~Agreement, orMr. ~~otherwise~~Penney ~~subject~~will be entitled to severance payments paid over the ~~liabilities~~next oftwelve ~~that~~months ~~section,~~in ~~and~~an ~~such~~aggregate ~~information~~amount ~~shall~~equal ~~not~~to behis ~~deemed~~base ~~incorporated~~salary. byIf ~~reference~~the intermination ~~any~~of ~~filing~~employment ~~under~~occurs during the ~~Securities~~term ~~Act~~ of ~~1933,~~the asEmployment ~~amended~~Agreement but within six months prior to, or ~~the~~up ~~Exchange~~to ~~Act~~twelve months after, ~~except~~a Change in Control, as ~~shall~~that term is defined in the Employment Agreement, Mr. Penney will be ~~expressly~~entitled ~~set~~to ~~forth~~an byadditional ~~specific~~severance ~~reference~~payout equal to the sum of current base salary and average bonus paid during the prior three years immediately preceding the Change in ~~such~~Control ~~filing~~in a lump sum payment.

The Employment Agreement also contains confidentiality and proprietary information protections in favor of the Company as well as certain post-employment obligations (non-competition and non-solicitation) that may apply for twelve months following a termination of employment depending on the nature of the termination.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 and is incorporated by reference.


Item 9.01	Financial Statements and Exhibits.

Exhibits

Exhibit No.			Description of Exhibit
99.1			Press Release dated December 26, 2023
10.1			Employment Agreement with M. Penney dated April 17, 2024
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Signatures

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

Date: December 26, 2023	TC BANCSHARES, INC.
Date: April 17, 2024	TC BANCSHARES, INC.
	By:	/s/ Scott C. McLean
		Scott C. McLean
		Chief Financial Officer

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