UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 20, 2024

Capital CIty Bank Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	0-13358	59-2273542
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
217 North Monroe Street, Tallahassee, Florida		32301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (850) 671-0300

___________________________________________________

(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 (see General Instruction A.2. below):

☐ 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	CCBG	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. ☐

CAPITAL CITY BANK GROUP, INC.

FORM 8-K

CURRENT REPORT

Item 1.01.

Entry Into a Material Definitive Agreement.

On March 20, 2024, the Board of Directors of Capital City Bank Group, Inc. (the “Company”) adopted the Company’s Amended and Restated Dividend Reinvestment Plan, which updates the Company’s existing Dividend Reinvestment and Optional Stock Purchase Plan (the “DRIP”) to (1) eliminate optional stock purchases and limit the DRIP to dividend reinvestments, (2) modify the DRIP so that DRIP participants will only be able to receive shares purchased on the open market by the Company's transfer agent, and (3) remove and/or amend provisions that are outdated or no longer necessary.

The description above is only a summary of certain of the material provisions of the DRIP and is qualified in its entirety by reference to the text of the DRIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

	(d)		*Exhibits.*

	Item No.		Description of Exhibit

	10.1		Amended and Restated Dividend Reinvestment Plan.

SIGNATURES

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

		CAPITAL CITY BANK GROUP, INC.

Date:	March 21, 2024	By:	/s/ Jeptha E. Larkin
			Jeptha E. Larkin,
			Executive Vice President
			and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number Description

10.1 Amended and Restated Dividend Reinvestment Plan.