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Exhibit 19.
 
Capital City Bank Group, Inc. Insider Trading Policy.
Capital City Bank Group, Inc.
Insider Trading Policy
August 27, 2024
Why We Have an Insider Trading
 
Policy
From time to time, our directors, officers, associates and agents may
 
become aware of
material nonpublic information
relating to Capital City Bank Group, Inc., our subsidiaries or our affiliates
 
(collectively, “CCBG”) or
 
companies with which we
do business. Under federal and state securities laws, it may be illegal for
 
any person to buy or sell a company’s securities
 
at a time
when that person possesses
material nonpublic information
. We have adopted
 
this Insider Trading Policy to help prevent you, as
well as CCBG, from violating these laws.
You
 
may not deal on a regular basis with matters of the type discussed in this Policy,
 
and some of these matters may be
unfamiliar. If and when questions
 
arise about this Policy, please direct
 
them to our Investor Relations Officer.
 
Our Investor
Relations Officer will discuss all inquiries with our legal counsel (Gunster,
 
Yoakley
 
& Stewart, P.A.),
 
the Chief Executive Officer
or the Chief Financial Officer.
While we have tried to keep this Policy simple and clear,
 
it does contain some legal terms and describes some legal
concepts that may be complicated. As a result, you should carefully review the
 
Policy and contact our Investor Relations Officer
with any questions.
What is “Material Nonpublic Information?”
Information about CCBG is “material” if it could reasonably be expected
 
to affect the investment or voting decisions of a
shareholder or investor, or if the disclosure
 
of the information could reasonably be expected to significantly alter the total mix of
information in the marketplace about CCBG. In simple terms, material information
 
is any type of information that could
reasonably be expected to affect, or has previously affected,
 
the market price of CCBG’s common stock.
 
Both positive and
negative information may be material. While it is not possible to identify
 
all information that would be deemed “material,” the
following items are types of information that should be considered carefully
 
to determine whether they are material:
 
◾
financial results for the current quarter or year;
◾
projections of future earnings or losses, or other earnings guidance;
 
◾
changes in control or in management;
◾
proposals, plans or agreements, even if preliminary in nature, involving
 
significant mergers, acquisitions, tender
offers, joint ventures, strategic alliances, licensing arrangements,
 
or purchases or divestitures of assets;
◾
significant changes in assets (such as write-downs or increases in reserves);
◾
offerings of securities;
◾
defaults on borrowings;
◾
extraordinary borrowings (
i.e
., borrowings that could indicate financial distress for CCBG);
◾
changes in dividends;
◾
new products or discoveries, or developments regarding customers or
 
suppliers, such as the acquisition or loss
of an important contract;
◾
a change in auditors or an auditor’s notification that a company may no
 
longer rely on its reports;
◾
events affecting securities, such as defaults on senior securities, calls of securities
 
for redemption, repurchase
plans, stock splits or changes in dividends, changes in rights of security holders,
 
and public or private sales of
additional securities;
◾
bankruptcy, receivership,
 
insolvency or other liquidity issues;
 
◾
significant changes in CCBG’s prospects;
◾
major changes in accounting methods or policies;
◾
cybersecurity risks and incidents, including vulnerabilities and
 
breaches; and
◾
significant litigation or government agency investigations.
This list is not exhaustive. Moreover, material information
 
is not limited to historical facts but may also include
projections and forecasts. With respect to
 
a future event, such as a merger or acquisition, the point at which negotiations are
determined to be material is determined by balancing the probability that
 
the event will occur against the magnitude of the effect
the event would have on a company’s
 
operations or stock price should it occur.
 
Thus, information concerning an event that would
have a large effect on stock price may be material even
 
if the probability that the event will occur is relatively low.
 
 
2
Information is “nonpublic” if it has not been disseminated in a manner reasonably
 
designed to make it generally
available to investors and other interested parties, after investors and
 
the market generally have had the opportunity to absorb the
information. Nonpublic information may include:
◾
information available to a select group of analysts, brokers, or institutional
 
investors;
◾
undisclosed facts that are the subject of rumors, even if the rumors are widely circulated;
 
and
◾
information that has been provided to CCBG on a confidential basis until a public
 
announcement of the
information has been made and enough time has elapsed for the market to respond
 
to the public announcement.
Unless you know that information has been disclosed to the public in a press release
 
or another broad-based
communication, you should assume that it is nonpublic. Information about a
 
company is considered to be available to the public
and no longer nonpublic only when (1) it has been released to the public through
 
appropriate channels by means of a press release
or a statement from an authorized officer,
 
and (2) enough time has elapsed to permit the investment market to absorb the
information (normally 48 hours).
If you are not sure whether
 
information is “material” or “nonpublic,” you should either consult with our Investor
Relations Officer or assume that the information is material and/or nonpublic.
Potential Liability for Violating Federal Insider
 
Trading Laws
The federal securities laws may impose substantial civil penalties (up to
 
three times the profit gained or the loss avoided
by the use of inside information) and criminal penalties (up to a $5,000,000
 
fine, 20 years in jail, or both) on anyone who
purchases or sells securities while in possession of material nonpublic information.
 
Passing material nonpublic information to
another person who then purchases or sells securities - known as “tipping”
 
- is also illegal, and subject to the same penalties, even
if you do not benefit from the trade or even know about the trade. The federal
 
securities laws also may impose substantial civil
penalties (generally equal to the higher of three times the trader’s
 
illicit gain or loss avoided or $2,301,065 (subject to adjustment
for inflation)) and criminal penalties (generally up to a $25,000,000 fine
 
on entities; up to a $5 million fine, 20 years in jail, or
both on individuals)) on anyone “controlling” the person who commits a violation,
 
such as an employer or supervisor. The SEC
vigorously enforces the insider trading laws against both individuals and institutions.
Given the significant liabilities for violations of the laws governing insider
 
trading, we have a vital interest in ensuring
that information about our business and affairs is disclosed in the
 
proper way and at the proper time, and that trading in our
securities – and the securities of companies with which we do business –
 
occurs in a fair and honest manner. For
 
these reasons,
we require that you conduct any trading in securities and handle material nonpublic
 
information in strict compliance with our
Policy.
If you violate this Policy,
 
in addition to your legal exposure under relevant federal and state securities laws, you
 
may be
subject to disciplinary action by us, including dismissal for cause. Any exceptions
 
to this Policy, if permitted,
 
may be granted
only by our Investor Relations Officer and must be provided before
 
any activity contrary to this Policy takes place.
Our Insider Trading
 
Policy
1.
 
You
 
are prohibited from purchasing or selling - or agreeing to buy or sell - any CCBG securities
 
(whether or not
issued by CCBG), which includes common stock and any other securities that
 
may be issued, such as preferred stock, options,
notes, bonds and convertible securities, and other derivative securities
 
(such as puts and calls), at any time when you are aware of
material nonpublic information about CCBG. If, at any time you have
 
any limit order for CCBG securities outstanding with a
broker, you become aware of material nonpublic
 
information, you should suspend your order until the information has been
disclosed to the public. Otherwise, your broker might execute a trade for you that
 
is prohibited by this Policy.
2.
 
If you are aware of material nonpublic information, you may not trade - or agree
 
to trade - any CCBG securities
or exercise any option to purchase CCBG securities (other than options granted
 
directly by CCBG) until at least the close of
business on the second trading day after CCBG has released that material nonpublic
 
information to the public.
3.
 
For purposes of this Policy,
 
transactions in your 401(k) are no different than transactions for your
 
own account.
Therefore, at any time when you are aware of material nonpublic information, you
 
may not switch amounts currently in your
401(k) account into or out of CCBG common stock or enter into any transaction
 
or agreement concerning your 401(k) account
that would have the effect of profiting from or avoiding a loss due to your knowledge
 
of material nonpublic information.
4.
 
Federal law prohibits officers and members of our Board of Directors from
 
engaging in “short sales” of CCBG
securities. Because short sales represent a bet that CCBG’s
 
stock price will decline, this Policy prohibits you and all other CCBG
personnel from shorting CCBG stock.
 
 
 
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5.
 
Certain directors and officers of CCBG (collectively,
 
“Covered Persons”), as set forth in Exhibit A, are subject
to additional requirements and special prohibitions against trading
 
in CCBG securities as set forth below.
 
(a) Covered Persons are
prohibited
 
from trading - or agreeing to trade - in CCBG securities during the period
beginning the earlier of (i) the day on which Board materials containing
 
two months of financial statements or similar information
for each fiscal quarter are sent to the directors, or (ii) the close of business on the 15th day
 
of the third month of each fiscal
quarter (
i.e
., March 15, June 15, September 15 and December 15), and ending at the close of
 
business on the second trading day
after the results for that quarter (or year,
 
if applicable) are publicly released (any such period shall be referred to as a “blackout
period”). If you are a Covered Person, you generally possess or are presumed to
 
possess material non-public information about
our financial results during these blackout periods.
 
(b) From time to time, other types of material non-public information
 
regarding us (such as possible significant
mergers, acquisitions, dispositions, or new product developments)
 
may be pending and not publicly disclosed. At such times, we
may impose special blackout periods during which Covered Persons are prohibited
 
from trading in our securities. If we impose a
special blackout period, we will notify all Covered Persons.
(c) The trading restrictions described in Sections 5(a) and 5(b) above
 
do not apply to transactions under a pre-
existing written plan, contract, instruction, or arrangement under Rule 10b5-1
 
under the Securities Exchange Act of 1934 (a
“10b5-1 Plan”) that meets all of the following requirements:
(i) It has been reviewed and approved by the Investor Relations Officer
 
at least five days before it is
entered into (or, if revised or amended, such
 
proposed revisions or amendments have been reviewed
and approved by the Investor Relations Officer at least five days
 
before it is into).
(ii) It provides that no trades may occur until expiration of the applicable
 
cooling-off period specified
in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The appropriate
 
cooling-off period
will vary based on the status of the Covered Person. For directors and officers,
 
the cooling-off period
ends on the later of (x) ninety days after adoption or certain modifications
 
of the 10b5-1 Plan; or (y)
two business days following disclosure of CCBG’s
 
financial results in a Form 10-Q or Form 10-K for
the quarter in which the 10b5-1 Plan was adopted. For all other Covered Persons,
 
the cooling-off
period ends 30 days after adoption or modification of the 10b5-1
 
Plan. This required cooling-off period
will apply to the entry into a new 10b5-1 Plan and any revision or modification of an
 
existing 10b5-1
Plan.
(iii) It is entered into (A) in good faith by the Covered Person, (B) not as part of
 
a plan or scheme to
evade the prohibitions of Rule 10b5-1, and (C) at a time when the Covered Person
 
is not in possession
of material nonpublic information about CCBG; and if the Covered
 
Person is a director or officer, the
10b5-1 Plan must include representations by the Covered Person certifying
 
to the foregoing.
(iv) It gives a third party the discretionary authority to execute such purchases and
 
sales, outside the
control of the Covered Person, so long as such third party does not possess any material
 
nonpublic
information about CCBG; or explicitly specifies the security or securities to be purchased
 
or sold, the
number of shares, the prices and/or dates of transactions, or other formula(s)
 
describing such
transactions.
(iv) It is the only outstanding 10b5-1 Plan entered into by the Covered Person (subject
 
to the
exceptions set out in Rule 10b5-1(c)(ii)(D)).
(v) The 10b5-1 Plan otherwise complies with Rule 10b5-1(c).
No 10b5-1 Plan may be adopted during a blackout period described in
 
Sections 5(a) and 5(b) above.
If you are considering entering into, modifying or terminating a 10b5-1
 
Plan or have any questions regarding
10b5-1 Plans, please contact the Investor Relations Officer.
 
You
 
should consult your own legal and tax advisors before entering
into, or modifying or terminating, a 10b5-1 Plan. A trading plan, contract,
 
instruction or arrangement will not qualify as a 10b5-1
Plan without the prior review and approval of the Investor Relations Officer
 
as described above. With respect to any purchase
 
or
sale under a 10b5-1 Plan, the third party effecting transactions on
 
behalf of the Company Insider should be instructed to send
duplicate confirmations of all such transactions to the Investor Relations Officer.
 
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(d) Because Covered Persons are likely to obtain material non-public
 
information on a regular basis, Covered
Persons (as well as any Covered Person’s
 
spouse or minor children, other persons living in a Covered Person’s
 
household, and
any entities over which a Covered Person exercises control) are
prohibited
 
from trading or engaging in other transactions in any
CCBG security, directly
 
or indirectly, even outside
 
of a blackout period, without first pre-clearing any such trading or other
transactions with our Investor Relations Officer.
 
Any preclearance so granted will be on such terms and subject to such conditions
as may be approved by our Investor Relations Officer,
 
provided that, unless otherwise specified by our Investor Relations Officer,
(i) a preclearance will remain valid until the close of trading two business days following
 
the day on which it was granted, unless
earlier revoked, and (ii) if the transaction does not occur during such two-day
 
period, such preclearance will terminate and a new
preclearance will need to be requested. Notwithstanding the foregoing in
 
this Section 5(d), pre-clearance is not required for
purchases and sales of securities under a 10b5-1 Plan once the applicable
 
cooling-off period has expired. No trades may be made
under a 10b5-1 Plan until expiration of the applicable cooling-off
 
period.
 
6.
 
All personnel are required to maintain the confidentiality of all nonpublic
 
information regarding CCBG,
whether or not material. Except as provided below in “Need-to-Know
 
Distribution of Nonpublic Information,” disclosure of
nonpublic information to
any
 
person, whether directly,
 
in the form of a recommendation to purchase or sell CCBG securities, or
in any other manner or for any other purpose, violates this Policy and is strictly prohibited.
 
7.
 
All personnel who, in the course of their employment with CCBG, have access to material
 
nonpublic
information about other companies, must observe the same restrictions, and
 
adhere to the same laws regarding insider trading,
with respect to that information and with respect to trading in the securities of those companies
 
as they do with respect to trading
in CCBG securities.
8.
 
All personnel with access to material nonpublic information about CCBG or any other
 
company must take
protective measures appropriate and consistent with the level of confidentiality
 
reasonably called for in the particular
circumstances to prevent the misappropriation or other misuse of the
 
information. In addition, all personnel with access to
material nonpublic information must cooperate with, assist in and
 
abide by the protective measures we institute to prevent
misappropriation or other misuse of the information.
9.
 
Except as permitted by law,
 
such as by means of a plan adopted under Rule 10b5-1 under the Securities
Exchange Act of 1934, CCBG itself will not engage in transactions in CCBG Securities while
 
aware of material nonpublic
information relating to CCBG or CCBG Securities.
10.
 
This Policy supplements, but does not supersede or otherwise modify,
 
the provisions of existing employment,
confidentiality and/or non-competition agreements and other standard
 
procedures and agreements intended to protect confidential
information and materials.
20/20 Hindsight
.
Remember,
 
if your securities transactions or those of your immediate family members or others you
know become the subject of scrutiny,
 
they will be viewed after the fact, with the benefit of 20/20 hindsight. As a result,
 
always err
on the side of caution when trading or communicating sensitive information.
Specific Situations and Guidelines
Applicability of this Policy
This Policy applies to all trading or other transactions in CCBG’s
 
securities as well as securities of the companies with
which CCBG does business. Note that “trading or other transactions” includes
 
not only buying and selling, but may also include
donating, gifting and any other transfer of ownership.
This Policy also applies to your family members who reside with you, anyone
 
else who lives in your household, and any
family members who do not live in your household but whose transactions in CCBG securities
 
are directed by you or are subject
to your control or your involvement in the decision to purchase or sell (such as parents
 
or children who consult with you before
they trade in CCBG securities). You
 
are responsible for the transactions of these other persons and therefore should make them
aware of the need to confer with you before they trade in CCBG securities.
Communications on Behalf of CCBG
Communications with and inquiries from the media, securities analysts and investors
 
relating to our financial
performance must be handled by or referred to our Chief Executive Officer,
 
our Chief Financial Officer,
 
or the Capital City Bank
President. Likewise, only those individuals are authorized to speak for CCBG regarding
 
filings with the SEC and reports to
shareowners and in preparing and reviewing press releases.
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Need-to-Know Distribution of Nonpublic Information
As previously discussed, the disclosure of material nonpublic information
 
to others can lead to significant legal
difficulties, fines, and punishment. You
 
should not discuss or distribute material nonpublic information about CCBG, including
documents containing such information, with anyone, including other associates,
 
except as required in the performance of your
regular duties on a “need-to-know” basis. In addition, you should
 
also avoid discussing such information in elevators, hallways or
other places where you may be overheard by others who do not have a “need to
 
know.”
Document Retention and Destruction Schedules
With respect to sensitive projects, the Investor
 
Relations Officer, together with legal counsel,
 
will establish a document
retention and destruction schedule in appropriate circumstances.
Stock Options
If CCBG were to issue options, anyone who desires to exercise the options is reminded
 
that this Policy applies to
transactions in the stock underlying the options, as well as other CCBG securities.
Prospective Associates
At the time of hiring, new associates who are deemed to be Covered Persons will be
 
required to execute a Compliance
Statement with respect to this Policy.
 
We may also require
 
ongoing educational and training sessions and video presentations
 
for
associates on related topics.
Post-Termination
 
Transactions
This Policy continues to apply to your transactions in CCBG securities even
 
after you have terminated employment or
engagement with us. If you are in possession of material nonpublic information
 
when your employment or engagement with us
terminates, you may not trade in CCBG securities until that information
 
has become public or is no longer material.
Dividend Reinvestment Plan
This Policy
does not apply
 
to purchases of CCBG stock under our dividend reinvestment plan resulting from
 
your
reinvestment of dividends paid on CCBG securities. The Policy
does apply
, however, to voluntary purchases of CCBG stock
resulting from additional contributions you choose to make to the plan,
 
and to your election to participate in the plan or increase
your level of participation in the plan. The Policy
also applies
 
to your sale of any CCBG stock purchased pursuant to the plan.
Stock Purchase Plan
This Policy
does not apply
 
to purchases of CCBG stock in the associate or director stock purchase plans resulting
 
from
your periodic contribution of money to the plan pursuant to the election
 
you made at a time when you were not in possession of
material nonpublic information (
e.g
., at the time of your enrollment in the plan). The Policy also
does not apply
 
to (i) purchases of
CCBG stock resulting from lump-sum contributions to the plan, provided
 
that you elected to participate by lump-sum payment at
the beginning of the applicable enrollment period and at a time when you
 
were not in possession of material nonpublic
information, or (ii) optional purchases of CCBG stock pursuant to the
 
associate or director stock purchase plans, provided that
you are not in possession of material nonpublic information at the time of any such optional
 
purchase. The Policy
does apply
 
to (i)
your election to withdraw all funds contributed to the plan during the enrollment period,
 
(ii) your election to increase or decrease
contributions to the plan for subsequent enrollment periods, and (iii) your
 
sales of CCBG stock purchased pursuant to the plans.
Taking
 
Messages
When you are out of the office, anyone taking messages for you
 
generally should not advise outside inquirers where you
are or provide phone numbers (other than a cell phone number) where you
 
may be reached. Instead, the person receiving the
message should record the inquirer’s name and telephone number
 
and then relay the message to you.
* * * *
You
 
are responsible for following this Policy and ensuring that anyone you supervise adheres to
 
this Policy.
 
 
 
6
Capital City Bank Group, Inc.
Insider Trading Policy
Compliance Statement
By signing below, I hereby
 
certify that:
1.
 
I have read and understand the CCBG Insider Trading
 
Policy, dated August 27, 2024.
2. I have been given and instructed to retain a copy of the Policy for my future reference.
3.
 
I agree to abide by the Policy, as amended
 
from time to time by written notice. I also agree to abide by any other
guidelines adopted by CCBG regarding the confidentiality of corporate
 
information and trading in CCBG securities and the
securities of certain other companies.
4.
 
I understand that my duties regarding the confidentiality of corporate information continue
 
so long as the information
has not been made public, regardless of whether I continue my employment or
 
affiliation with CCBG.
5.
 
I will assume that corporate information is material nonpublic information unless I am told
 
otherwise by a person I
reasonably believe to be authorized to do so. I will not leave material nonpublic
 
information unattended or in a public place,
including public areas of CCBG. If I have access to material nonpublic
 
information, I will ensure that it is disseminated only on a
“need-to-know” basis and otherwise properly handled. I will refer all media, shareowner
 
and securities analyst inquiries to the
Chief Executive Officer, Chief
 
Financial Officer, or Capital City Bank
 
President.
 
Signature
 
Date
 
Print Name
 
7
EXHIBIT A
COVERED PERSONS
1.
Directors of Capital City Bank Group, Inc.
2.
Directors of Capital City Bank
3.
Officers on the Senior Management Council
4.
Officers in the Strategic Planning Group
5.
Certain other directors or offices that are sent blackout notices