BankFirst Capital Corporation, parent of BankFirst Financial Services (the "Bank"), announced the signing of a definitive merger agreement with The Magnolia State Corporation, the parent company of Magnolia State Bank, Bay Springs, Mississippi, under which BankFirst will acquire Magnolia and Magnolia Bank. The transaction has been unanimously approved by the board of directors of each company, is expected to close in the third quarter of 2025, and is subject to customary closing conditions, including approval from the shareholders of Magnolia and bank regulatory authorities. No vote of the Company's shareholders is required.

In making the announcement, BankFirst's President and CEO, Moak Griffin, said, "We believe our proposed acquisition of Magnolia State Bank will further strengthen BankFirst as we continue to grow and expand our presence in the South Mississippi market. This strategic alliance reinforces our commitment to delivering exceptional customer service and financial solutions that meet the needs of our customers. We are eager to build strong relationships with Magnolia's employees and customers, and we look forward to the positive impact we believe this merger will bring to the communities we serve."

After the merger with Magnolia and Magnolia Bank is completed, the Bank is expected to have 52 offices serving Mississippi and Alabama, and have total assets of approximately $3.2 billion.

Kris Mangum, CEO of Magnolia and Magnolia Bank, commented, "This partnership presents an exciting opportunity for our shareholders, customers, employees, and communities. BankFirst shares our core values, rooted in community banking, making this a seamless transition. Through this proposed merger, we will expand the financial products and services available to our customers while maintaining our dedicated team and the relationships we've built over the years. BankFirst's commitment to our local bankers ensures that our customers will continue to work with the familiar faces they trust. I am eager to see the momentum this partnership creates and the positive impact it will have on our communities."

Following the merger, Mangum will remain with the Bank, serving as the Bank's South Mississippi Regional President.

Southard Financial, LLC rendered a fairness opinion to the BankFirst board of directors and Hunton Andrews Kurth LLP is serving as BankFirst's legal counsel.  Magnolia was advised by Olsen Palmer LLC as financial advisor and Jones Walker LLP is serving as Magnolia's legal counsel.