📜 What This Document Is 📝

This is a Proxy Statement (DEF 14A), which is a required filing when a company holds an annual shareholder meeting. Think of it as the "instruction manual" for your vote. It doesn't report quarterly earnings; instead, it provides detailed information about the company’s leadership, governance structure, and the specific items the board wants shareholders to approve or vote on.

👉 Why it matters: If you are a shareholder, you must read this document to understand what your vote will accomplish, whether you vote in person or by submitting a proxy card.

🏦 Company Overview 🏗️

MetroCity Bankshares, Inc. is a financial institution whose operations are tied closely to its subsidiary, Metro City Bank. While the filing is complex, the core purpose is centered on managing community banking services and serving local clientele. The company emphasizes its commitment to stability, community growth, and adhering to high ethical standards.

👉 Core Focus: The document emphasizes that the bank is committed to serving the communities it operates in, evidenced by its discussion of the Community Reinvestment Act (CRA) and its diverse workforce.

📅 Annual Meeting Logistics 🗓️

This section outlines the critical logistics for all shareholders. Pay close attention to dates, as missing a deadline means missing your vote.

Meeting Date & Time: The annual meeting is scheduled for Thursday, May 21, 2026, at 4:00 p.m. Eastern Time.
Location: The meeting will be held at the main office of Metro City Bank, located at 5114 Buford Highway, Doraville, Georgia 30340.
The Record Date (Crucial Date): Only shareholders of record at the close of business on April 10, 2026, are entitled to notice of and to vote at the meeting.

🗳️ Key Proposals for Shareholders 🗳️

The shareholders are asked to vote on three major items. The board strongly recommends voting "FOR" every proposal.

Director Elections (Proposal 1): Shareholders must vote to elect four (4) Class II directors (for three-year terms expiring in 2029) and one (1) new Class I director (for a two-year term expiring in 2028).
- Governance Insight: The Class I and Class II structures help manage the transition of leadership over time.
Auditor Ratification (Proposal 2): Shareholders must vote to ratify the appointment of Crowe LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
Other Business: This proposal covers any other minor business that may arise, but the board states they are not aware of any other matters.

👉 Voting Requirement Alert: For Proposal 2 (Crowe LLP), the ratification requires an affirmative vote of a majority of the shares represented at the meeting. For Proposal 1 (Directors), candidates receiving the highest number of "FOR" votes (a plurality) will be elected.

🏛️ Governance and Board Leadership Structure 👑

The company takes corporate governance very seriously, understanding it is the foundation of running the business responsibly. They have established a complex structure to ensure oversight and accountability.

Board Makeup: The board currently consists of twelve members, divided into three classes of four members each (Class I, II, and III), with staggered three-year terms.
Leadership Structure: The board has determined that having the Chief Executive Officer (Mr. Nack Y. Paek) serve as the Chairman of the Board is in the best interest of the Company at this time, creating an "efficient nexus" between management and the board.
Standing Committees: The board utilizes three main standing committees, each with specific, critical responsibilities:
- Audit and Compliance Committee: Oversees financial and internal control risk (e.g., reviewing audited financial statements and assessing internal controls).
- Compensation Committee: Determines the overall total compensation strategy to attract and retain talent and motivates performance.
- Nominating and Governance Committee: Identifies potential qualified directors and recommends candidates for election.

👥 Director and Executive Profiles 👨‍💼

The board provided extensive backgrounds to demonstrate deep industry expertise and commitment. Their combined experience spans several fields critical to banking and business.

Nack Y. Paek (Chairman & CEO): A founder of the Bank, he has deep knowledge of the financial services industry, particularly in areas like SBA loans. He also has a long history practicing law and consulting.
Farid Tan (Director, President): Brings vast experience in community, regional, and international banking, covering areas from foreign exchange trading to mergers and acquisitions.
Ajit A. Patel (Lead Independent Director): Provides strategic depth as a managing member of two commercial real estate companies, bringing valuable insight into the hospitality sector.
Howard Hwasaeng Kim (Director): Brings over forty years of experience in bank management, focusing on lending and operations.
John Paek (Director): Contributes valuable legal and tax expertise, having practiced law and worked with major firms like Deloitte Tax LLP.
Frank Glover (Director): Provides specialized expertise in finance and investment management, having overseen investment portfolios at a global company.

🛡️ Risk Management and Compliance ⚠️

The board has ultimate authority over risk management. This section details how the company monitors potential threats to maintain the trust and stability required in banking.

Risk Oversight: The board receives regular reports on material risks, including financial, credit, liquidity, and operational risks.
Committee Oversight: Specific committees monitor defined risks:
- Credit Risk Management Committee: Focuses on risks arising from lending activities.
- Asset Liability and Liquidity Management Committee: Manages interest rate risk to maximize net interest income.
Cybersecurity Focus: The board gives significant attention to cybersecurity and information security, regularly reviewing efforts to mitigate evolving cyber and technology-related risks, including the use of generative artificial intelligence.

💚 Corporate Responsibility and Diversity 🌱

MCBS highlights its commitment to more than just profit, focusing heavily on its role in the community and its internal culture.

Community Focus: The company is dedicated to supporting areas like affordable housing, community development, and financial education.
Diversity Metrics (as of Dec 31, 2025): The company reports positive diversity stats, noting that approximately 81% of its 304 full-time equivalent employees identify as female, and 96% are persons of color.
Compliance: The Bank was rated "Satisfactory" in its most recent Community Reinvestment Act (CRA) evaluation, demonstrating its commitment to meeting the credit needs of underserved communities.

👩‍💻 Compensation and Policies 💰

This section confirms the rigorous policies in place governing executive pay and insider trading.

Compensation Policy: The Compensation Committee is responsible for reviewing and approving executive compensation. They must determine a "total compensation strategy" to motivate employees and attract leadership talent.
Insider Trading Policy: The Company has a strict policy that prohibits directors and officers from buying or selling company stock while in possession of material non-public information. This includes instituting "blackout periods" and requiring pre-clearance of all transactions.

📍 Action Items & Contact Info 📞

To participate in the 2026 Annual Meeting, shareholders must take action before the deadlines.

Voting Method: Shares can be voted by attending in person, or by proxy (mail, internet, or telephone).
Proxy Deadline: The Company must receive your vote no later than the time the polls close on May 20, 2026.
Record Date: The key date to own shares to vote is April 10, 2026.
Legal Proxy Registration: Those holding shares through an intermediary must submit proof of proxy power ("Legal Proxy") to Computershare no later than 5:00 p.m., Eastern Time, on May 18, 2026.
Questions? Shareholders should contact the Chief Compliance Officer, Abdul Mohdnor, at 5114 Buford Highway, Doraville, Georgia 30340, or via email at [email protected].

🧠 The Analogy

Voting on a corporate proxy statement is like deciding who runs a family kitchen. The board of directors are the family members, and the proposals are the rules (like how to budget or who should manage the recipes). This statement gives you a full rundown—who is qualified to manage the kitchen (the directors), what the current budgeting rules are (compensation), and how the whole operation is governed (the committees)—so that you, the shareholder, can vote your support or opposition in a structured, informed way.

🧩 Final Takeaway

The annual meeting is a governance event, not a financial results announcement. Your primary action is to review the recommended votes for the five directors and the auditor and submit your vote by the specified proxy deadlines to ensure your voice is counted.

MCBS Shareholders Vote on Directors and Auditors at Annual Meeting