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EXPLANATORY NOTE
Capital City Bank Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment” or “Form
10-K/A”) to amend and restate certain items in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023,
originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2024 (the “Original Form 10-K”).
Except as described below, no other information included in the Original Form 10-K is being amended or updated by this
Amendment and this Amendment does not purport to reflect any information or events subsequent to the filing of the Original
Form 10-K.
Restatement Background
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2024, in preparation of its
financial statements for the first quarter of 2024, the Company identified changes needed in preparing its consolidated financial
statements, specifically its Consolidated Statement of Cash Flows related to certain construction/permanent loan sales. As a
result, as further discussed below, the Company’s Consolidated Statements of Cash Flows for the following periods (collectively,
the “Impacted Statements of Cash Flows”) should no longer be relied upon: (1) years ended December 31, 2023, 2022, and 2021,
(2) the three-month periods ended March 31, 2023 and 2022, (3) the six-month periods ended June 30, 2023 and 2022, and (4) the
nine-month periods ended September 30, 2023 and 2022.
Company management, after consultation and discussion with the Audit Committee of the Board of Directors of the Company
and the Company’s independent registered public accounting firm, Forvis Mazars, LLP, determined that the Impacted Statements
of Cash Flows should no longer be relied upon. The Company has not filed and does not intend to file amendments to the
Company’s previously filed Quarterly Reports on Form 10-Q containing any of the Impacted Statements of Cash Flow or the
Company’s Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021. This Form 10-K/A contains
restatements of the Impacted Statements of Cash Flows. Accordingly, investors and others should rely on the financial
information and other disclosures regarding the affected period as disclosed in this Form 10-K/A and in the Company’s future
filings with the SEC (as applicable). For additional information, see “Part II – Item 8. Financial Statements and Supplementary –
Note 1 – Restatement of Previously Issued Consolidated Financial Statements” in this Form 10-K/A.
This Form 10-K/A also amends and restates the following items included in the Original Form 10-K as appropriate to reflect the
restatement and revision of the relevant items: Cover Page; Item 8. Financial Statements and Supplementary Data; Item 9A.
Controls and Procedures: Part III, Items 10 through 14; and Item 15. Exhibits and Financial Statement Schedules. In accordance
with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including
with this Form 10-K/A currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer
(attached as Exhibits 31.1, 31.2, 32.1, and 32.2). This Form 10-K/A also contains a modified report from Forvis Mazars on the
consolidated financial statements for years ended December 31, 2023, 2022 and 2021, a modified Forvis Mazars opinion on the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, 2022 and 2021, and a new
consent of Forvis Mazars (attached as Exhibit 23.1).
The Company is also filing this Amendment to check the box on the cover page of this Amendment following “Indicate by check
mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).” The
Company has conducted such analysis and has determined that the previously mentioned changes affecting the Impacted
Statements of Cash Flows does not impact related performance metrics used for executive management’s compensation, and
therefore that no recovery of incentive-based compensation was required. For additional information, see “Part III – Item 11.
Executive Compensation” in this Form 10-K/A.
Except as discussed above and as further described herein, the Company has not modified or updated the disclosures presented in
the Original Form 10-K. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Form
10-K or modify or update those disclosures affected by any such subsequent events. Information not affected by the restatements
reflects disclosures made at the time of the filing of the Original Form 10-K. Forward-looking statements included in this Form
10-K/A represent management’s views as of the date of the Original Form 10-K and should not be assumed to be accurate as of
any date thereafter. This Form 10-K/A should be read in conjunction with the Company’s filings made with the SEC subsequent
to the filing of the Original Form 10-K, including any amendment to those filings.