Final Order — Credit Union

Index: OFR 2026 - 333
STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re: APPLICATION FOR AUTHORITY
TO MERGE AND CONSOLIDATE THE
ASSETS AND LIABILITIES OF FIRST
SOUTHERN BANK, WAYCROSS, WARE
COUNTY, GEORGIA, WITH AND INTO
COMMUNITY FIRST CREDIT UNION OF
FLORIDA, JACKSONVILLE, DUVAL
COUNTY, FLORIDA AND WITH THE
RESULTING TITLE OF "COMMUNITY
FIRST CREDIT UNION OF FLORIDA"
FINAL ORDER OF APPROVAL
Case Number: 139611
On June 30, 2026, the Office of Financial Regulation ("Office") issued the attached Notice of Intent to Approve ("NOI") the Application for Authority to Merge and Consolidate the Assets and Liabilities of First Southern Bank, Waycross, Ware County, Georgia, with and into Community First Credit Union of Florida, Jacksonville, Duval County, Florida and with the Resulting Title of "Community First Credit Union of Florida". On July 7, 2026, the Office received the Applicant's written waiver of the right to an administrative hearing concerning the Office's intended action. Accordingly, it is ORDERED:

1. The application is APPROVED, subject to satisfaction of the conditions contained
   in the attached NOL
2. The Applicant must satisfy the conditions of approval specified in the attached
   NOi. Until these conditions have been met, or if any interim development is deemed to warrant further action by the Office, the Office reserves the right to alter, suspend, or withdraw approval. DONE and ORDERED this ~ day of July, 2026, at Tallahassee, Leon County, Florida.

NOTICE OF RIGHT TO APPELLATE REVIEW
A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120.68, FLORIDA STATUTES. REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES OF APPELLATE PROCEDURE. SUCH PROCEEDINGS ARE COMMENCED BY FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AS FOLLOWS:
Bv Mail or Email
Agency Clerk
Office of Financial Regulation
P.O. Box 8050
Tallahassee, Florida 32314-8050
Phone: (850) 4 J 0-9889
Agency.Clerk@flofr.gov
OR By Hand Delivery
Agency Clerk
Office of Financial Regulation
General Counsel's Office
The Fletcher Building
101 East Gaines Street
Tallahassee, Florida 32399-0379
Phone: (850) 410-9889
A COPY OF THE NOTICE OF APPEAL, ACCOMPANIED BY THE FILING FEES AS REQUIRED BY LAW, MUST ALSO BE FILED WITH THE DISTRICT COURT OF APPEAL, FIRST DISTRICT, 2000 DRAYTON DRIVE, TALLAHASSEE, FLORIDA 32399-0950, OR WITH THE DISTRICT COURT OF APPEAL IN THE APPELLATE DISTRICT WHERE THE PARTY RESIDES. THE NOTICE OF APPEAL MUST BE FILED WITH BOTH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AND THE DISTRICT COURT OF APPEAL WITHIN 30 DAYS OF THE RENDITION OF THIS ORDER. 2 of3

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing Final Order of Approval has been furnished by electronic mail to Mr. Michael Bell at MBell@honigman.com this J£~ ay of July,
2026. a 32314-8050
Email: Agency.Clerk@flofr.gov
Phone: (850)410-9889
3 of3

June 30, 2026
Mr. Michael Bell
Honigman LLP
650 Trade Centre Way
Suite 200
Kalamazoo, MI 49002-0402
Commissioner Russell C. Weigel, III
VIA ELECTRONIC MAIL
Re: Application for Authority to Merge and Consolidate the Assets and Liabilities of First Southern Bank, Waycross, Ware County, Georgia, with and into Community First Credit Union of Florida, Jacksonville, Duval County, Florida and with the Resulting Title of "Community First Credit Union of Florida" (OFR Case No.: 139611) Dear Mr. Bell:
NOTICE IS HEREBY GIVEN pursuant to chapters 655 and 657 Florida Statutes, and
section 120.60 and 120.80, Florida Statutes, that the Office of Financial Regulation ("Office")
has considered the information presented in the application to merge and consolidate the assets and liabilities of First Southern Bank, Waycross, Ware County, Georgia with and into Community First Credit Union of Florida, Jacksonville, Duval County, Florida (collectively, "Applicants") and intends to approve the applications based upon the following:
FINDINGS OF FACT

1. An application for authority to merge and consolidate the assets and liabilities of the
   Applicants was filed with the Office on December 15, 2025.
2. Notice of the application was published in the Florida Administrative Register on
   December 17, 2025. No hearing was requested and none was held.
3. The due date for the Office to render a decision on the application is August 12, 2026.
4. An application was filed with the National Credit Union Administration (NCUA") on or
   about December 12, 2025, for approval of the proposed transaction.
5. First Southern Bank is a Georgia state-chartered bank with its main office located at 930
   Memorial Drive, Waycross, Ware County, Georgia. www.flofr.gov 200 East Gaines Street, Tallahassee, Florida 32399-0370 (850) 487-9687 •FAX (850) 410-9663

Mr. Michael Bell
Honigman LLP
June 30, 2026
Page2
6. FSBH Corp. ("FSBH") is a Florida corporation and bank holding company. FSBH is the
sole shareholder of First Southern Bank.
7. Community First Credit Union of Florida ("CFCU") is a Florida state-chartered credit
union with its main office at 63 7 N Lee Street, Jacksonville, Duval County, Florida. CFCU is authorized to operate branch offices in Florida.
8. Applications were filed with the Federal Deposit Insurance Corporation ("FDIC") for
approval of the proposed transaction. The FDIC subsequently approved the applications filed on April 15, 2026.
9. On or about November 18, 2025, the Applicants entered into a Purchase and Assumption
Agreement ("Agreement") which sets forth in detail the method, terms, and conditions of the merger, and the remaining information required pursuant to section 657.065(3), Florida Statutes.
10. CFCU has represented in the application and submitted documentation that it does intend
to amend its bylaws to expand its field of membership in connection with the proposed merger for those persons and/ or customers who do not already qualify for CFCU's current field of membership. 11 . The Applicants have represented that a meeting of the shareholders of First Southern Bank has been held and that the shareholders have voted to approve the entire transaction.
12. In order to facilitate the consolidation of the assets and liabilities of First Southern Bank
with and into CFCU, the Applicants have represented in the application that CFCU will pay an amount no less than $59 million dollars, but may be adjusted upwards based on the terms and conditions of the Agreement, to FSBH for the assets and liabilities of First Southern Bank. 13 . CFCU has represented in the application that although it intends to acquire al1 liquid assets, loans, investments, fixed assets and other assets of First Southern Bank, it does not intend to acquire, own or retain First Southern Bank's stock or the power to conduct a general commercial banking business granted under First Southern Bank's charter. Therefore, although the acquisition will occur through the payment of cash consideration to FSBH, CFCU has also represented that it is not attempting to make an investment in stock in order to obtain a rate of return based upon appreciation in value of the stock or the payment of dividends.
14. CFCU has represented in the application that it intends to provide existing depositors and/
or borrowers of First Southern Bank with the option to become members of CFCU. At closing, all other First Southern Bank customers will automatically temporarily become members of CFCU and, subsequently, CFCU will attempt to obtain signed membership agreements from all the former First Southern Bank customers qualifying under CFCU' s field of membership.

Mr. Michael Bell
Honigman LLP
June 30, 2026
Page 3
15. The Applicants have represented in the application that upon the final closing of the
proposed transaction that First Southern Bank will no longer exist as a corporate entity and all of their assets and liabilities will ultimately have been merged and consolidated into the surviving financial institution that will be known as Community First Credit Union of Florida and will have its main office located at 637 N. Lee Street, Jacksonville, Duval County, Florida, 32204.
16. The Applicants have represented in the application that consummation of the proposed
transaction will not result in the surviving credit union engaging in any nonconforming or impermissible activities. CONCLUSIONS OF LAW
17. Upon consummation of the merger transaction, the existing executive officers and
directors of CFCU will continue to serve as the executive officers and directors of the surviving credit union.
18. The surviving credit union's net worth is adequate.
19. The transaction will not impair the ongoing viability of the surviving credit union.
Having considered the application, the Office concludes that the application satisfies the criteria of sections 655.414 and 657.065, Florida Statutes (2025). Consequently, the Office intends to approve this application subject to the following conditions:

1. That the NCUA provides written consent to the proposed transaction of First Southern
   Bank with and into CFCU and the NCUA's consent is not withdrawn or revoked prior to the consummation of the proposed transaction.
2. That the FDIC's conditional approval to the proposed transaction of First Southern Bank
   with and into CFCU is not withdrawn or revoked prior to the consummation of the proposed transaction by the Applicant.
3. That the terms, manner, and sequence of events with regard to how the proposed
   transaction will be consummated occur as the Applicants have represented in the application.
4. That the Applicants take all necessary actions and steps to ensure that, as the resulting
   financial entity, CFCU conducts business in accordance with the terms of the plans submitted as part of the application, subject to the conditions and limitations set forth in
   section 65 5 .417, Florida Statutes.
5. That the board of directors of the surviving credit union be composed of those persons
   identified in this Notice and the application.

Mr. Michael Bell
Honigman LLP
June 30, 2026
Page4
6. That the executive officers of the surviving credit union be composed of those persons
identified in this Notice and the application.
7. That the surviving credit union conduct business under the name "Community First
Credit Union of Florida" or other such name as submitted to and approved by the Office.
8. That within ten business days of the issuance of any final order of approval of the subject
application, the Office is provided a copy of the opt-in notification sent to the existing depositors and/or borrowers of First Southern Bank.
9. That within six months after consummation of the merger and consolidation of assets and
liabilities into CFCU, the Office is provided written documentation to verify that all existing depositors or borrowers of First Southern Bank at the time of consummation of the transaction have either opted in to become a member of CFCU or their account relationship has been moved to another financial institution, closed, or paid off their loan.
10. That if, as a result of closing the subject transaction CFCU will exceed any lending,
investment, or other limitation imposed by law, then CFCU, per section 655.418, Florida Statutes, will conform to such limitations within such period of time as is established by the Office and the Office may require a nonconforming activity to be divested in accordance with such additional requirements as it considers appropriate under the circumstances.
11. That by September 30, 2026, or 90 days after consummation of the merger, whichever is
later, the Office is provided with the financial statements of the surviving credit union, which reflect the final accounting for the fair market value of the surviving credit union's assets and liabilities.
12. That after the pre-merger conditions stated above have been met, the Office will issue a
Certificate of Merger which must be recorded in the public records of all counties in which First Southern Bank owned any real estate at the time of merger. The effective date of the merger will be the date stated in the merger certificate. A certified copy of the recorded Certificate of Merger with attachments shall be filed with the Office.
13. That the original charter of First Southern Bank will automatically terminate as of the
effective date of the transaction.
14. That the subject transaction shall otherwise comply with all applicable requirements of
Chapters 607, 655, and 657, Florida Statutes.
The Office will issue a conditional Final Order of Approval after the expiration of the twenty￾one (21) day period contained in the attached Notice of Rights, unless the Applicants elect to waive their rights to a hearing by providing written notification of such waivers to the Office. Before all the conditions specified above and other reasonable requirements of the Office have been fulfilled, or if any interim development is deemed by the Office to warrant such action, the Office retains the right to alter, suspend, or withdraw approval of the merger. This approval

Mr. Michael Bell
Honigman LLP
June 30, 2026
Page 5
shall expire six months from the date of the Final Order, unless the Office has granted a request for an extension of time for good cause shown. After the conditions stated above have been met, the Office will issue a Certificate of Merger. The effective date of the merger will be that date stated in the Certificate of Merger. In taking this action, the Office has relied on the representations and commitments made by the Applicants and all supplemental information submitted. Every effort should be made to meet these representations and commitments. Please keep the Office advised of the steps being taken to comply with the conditions imposed in this Notice and update the Office on any changes to the proposed merger transaction. If you have any questions, please contact the Office at (850) 410-9513. Sincerely, Ben F. Brinkley III, Director Division of Financial Institutions cc: National Credit Union Administration, Austin, Texas Federal Deposit Insurance Corporation, Atlanta, Georgia Bureau of Credit Union Regulation Bureau of Bank Regulation Agency Clerk, Florida Office of Financial Regulation

Mr. Michael Bell
Honigman LLP
June 30, 2026
Page6
NOTICE OF RIGHTS
You may request a hearing to be conducted in accordance with the provisions of sections
120.569 and 120.57, Florida Statutes. A request for such a hearing must comply with the
provisions of Rule 28-106.104(2), Florida Administrative Code, and either Rule 28-106.201(2) or Rule 28-106.301(2), Florida Administrative Code, and must be filed with the Agency Clerk as follows:
By Mail or Email
Agency Clerk
Office of Financial Regulation
P.O. Box 8050
Tallahassee, Florida 32314-8050
Phone: (850) 410-9889
Agency .Clerk@flofr.gov
OR By Hand Delivery
Agency Clerk
Office of Financial Regulation
General Counsel's Office
The Fletcher Building
101 East Gaines Street
Tallahassee, Florida 32399-0379
Phone: (850) 410-9889
Your request must be filed within 21 days of the date of receipt of this Notice. YOUR FAILURE TO RESPOND TO THIS NOTICE WITHIN 21 DAYS OF RECEIPT WILL CONSTITUTE A WAIVER OF YOUR RIGHT TO REQUEST A HEARING AND A FINAL ORDER MAY BE ENTERED WITHOUT FURTHER NOTICE. In the event that a hearing is requested, all parties will have the right to be represented by counsel or other qualified representative, to offer written and oral testimony, to call and cross￾examine witnesses, and to have subpoenas and subpoenas duces tecum issued on their behalf. Pursuant to section 120.573, Florida Statutes, you are advised that mediation of this matter is not available. In accordance with the Americans with Disabilities Act, persons with disabilities needing a special accommodation to participate in this proceeding should contact the Agency Clerk no later than seven (7) days prior to the filing deadline or proceeding, at the Office of Financial Regulation, The Fletcher Building, 101 East Gaines Street, Tallahassee, Florida 32399-0379, Phone: (850) 410-9889, or by Email: agency.clerk@flofr.gov.

Mr. Michael Bell
Honigman LLP
June 30, 2026
Page 7
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 30th day of June, 2026, a true and correct copy of the foregoing Notice of Intent to Approve was sent by electronic mail to Mr. Michael Bell at MBell@honigman.com. Jason M. Guevara Financial Administrator