CAPITAL CITY BANK GROUP INC (CCBG)

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS

OF

OPERATIONS

Management’s discussion

and analysis (“MD&A”) provides supplemental information, which sets forth

the major factors that have

affected our financial condition and results of operations

and should be read in conjunction with the Consolidated Financial

Statements and related notes.

The following information should provide a better understanding of

the major factors and trends that

affect our earnings performance and financial condition,

and how our performance during the first quarter of 2026 compares with prior

periods.

Throughout this section, Capital City Bank Group, Inc., and subsidiaries, collectively,

is referred to as “CCBG,”

“Company,”

“we,” “us,” or “our.”

CAUTION CONCERNING FORWARD

-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including this MD&A section, contains

“forward-looking statements”

within the meaning of the

Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, among others, statements about

our

beliefs, plans, objectives, goals, expectations, estimates and intentions that are

subject to significant risks and uncertainties and are

subject to change based on various factors, many of which are beyond

our control.

The words “may,”

“could,” “should,” “would,”

“believe,” “anticipate,” “contemplate,” “estimate,” “expect,” “intend,”

“plan,” “point to,” “project,” “target,” “vision,” “goal,”

“continue,” “further,” and similar expressions

are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties.

Our actual future results may differ materially

from those set forth in our forward-looking statements.

Please see the Introductory Note of this quarterly report on Form 10-Q

as well

as the Introductory Note and

Item 1A. Risk Factors

of our 2025 Form 10-K, as updated in our subsequent quarterly reports filed

on

Form 10-Q, and in our other filings made from time to time with the SEC after the date

of this report.

However, other factors besides those listed in our

Quarterly Report or in our Annual Report also could adversely affect our

results,

and you should not consider any such list of factors to be a complete set of all potential risks or

uncertainties.

Any forward-looking

statements made by us or on our behalf speak only as of the date they are made.

We do not undertake to

update any forward-looking

statement, except as required by applicable law.

BUSINESS OVERVIEW

We are a financial

holding company headquartered in Tallahassee,

Florida, and we are the parent of our wholly owned subsidiary,

Capital City Bank (the “Bank” or “CCB”).

We offer

a broad array of products and services through a total of 62 full-service offices

and 107 ATMs/ITMs

located in Florida, Georgia, and Alabama.

Through Capital City Home Loans, LLC (“CCHL”), we have 27

additional offices in the Southeast for our mortgage banking business.

We provide

a full range of banking services, including

traditional deposit and credit services, mortgage banking, asset management,

trust, merchant services, bankcards, securities brokerage

services and financial advisory services, including life insurance products

,

risk management and asset protection services.

Our profitability, like

most financial institutions, is dependent to a large extent upon net

interest income, which is the difference

between the interest and fees received on interest earning assets, such as loans and

securities, and the interest paid on interest-bearing

liabilities, principally deposits and borrowings.

Results of operations are also affected by the provision for credit losses, operating

expenses such as salaries and employee benefits, occupancy and other

operating expenses including income taxes, and noninterest

income such as mortgage banking revenues, wealth management fees,

deposit fees, and bank card fees.

We have included

a detailed discussion of our long-term strategic objectives as part of the MD&A section

of our 2025 Form 10-K.

35

NON-GAAP FINANCIAL MEASURES (UNAUDITED)

We present a tangible

common equity ratio and a tangible book value per diluted share that, in each case, removes the

effect of

goodwill and other intangibles that resulted from merger

and acquisition activity. We

believe these measures are useful to investors

because they allow investors to more easily compare our capital adequacy

to other companies in the industry.

Non-GAAP financial

measures should not be considered alternatives to generally accepted

accounting principles (“GAAP”)-basis financial statements and

other bank holding companies may define or calculate these non-GAAP measures

or similar measures differently.

The GAAP to non-GAAP reconciliation for each quarter presented is provided

below.

2026

2025

(Dollars in Thousands, except per share data)

First

Fourth

Third

Second

First

Shareowners' Equity (GAAP)

$

559,912

$

552,851

$

540,635

$

526,423

$

512,575

Less: Goodwill and Other Intangibles (GAAP)

89,095

89,095

89,095

92,693

92,733

Tangible Shareowners' Equity (non-GAAP)

A

470,817

463,756

451,540

433,730

419,842

Total Assets (GAAP)

4,453,734

4,385,765

4,323,774

4,391,753

4,461,233

Less: Goodwill and Other Intangibles (GAAP)

89,095

89,095

89,095

92,693

92,733

Tangible Assets (non-GAAP)

B

$

4,364,639

$

4,296,670

$

4,234,679

$

4,299,060

$

4,368,500

Tangible Common Equity Ratio (non-GAAP)

A/B

10.79%

10.79%

10.66%

10.09%

9.61%

Actual Diluted Shares Outstanding (GAAP)

C

17,114,954

17,154,586

17,115,336

17,097,986

17,072,330

Tangible Book Value

per Diluted Share (non-GAAP)

A/C

27.51

27.03

26.38

25.37

24.59

36

SELECTED QUARTERLY

FINANCIAL DATA

(UNAUDITED)

2026

2025

(Dollars in Thousands, Except Per Share Data)

First

Fourth

Third

Second

First

Summary of Operations

:

Interest Income

$

51,020

$

51,715

$

51,431

$

51,459

$

49,782

Interest Expense

8,203

8,355

7,874

8,275

8,235

Net Interest Income

42,817

43,360

43,557

43,184

41,547

Provision for Credit Losses

712

1,995

1,881

620

768

Net Interest Income After

Provision for Credit Losses

42,105

41,365

41,676

42,564

40,779

Noninterest Income

19,933

20,103

22,331

20,014

19,907

Noninterest Expense

41,373

42,867

42,916

42,538

38,701

Income Before Income Taxes

20,665

18,601

21,091

20,040

21,985

Income Tax Expense

4,848

4,896

5,141

4,996

5,127

Net Income Attributable to CCBG

15,817

13,705

15,950

15,044

16,858

Net Interest Income (FTE)

(1)

42,857

43,404

43,602

43,228

41,591

Per Common Share

:

Net Income Basic

$

0.92

$

0.80

$

0.93

$

0.88

$

0.99

Net Income Diluted

0.92

0.80

0.93

0.88

0.99

Cash Dividends Declared

0.27

0.26

0.26

0.24

0.24

Diluted Book Value

32.71

32.23

31.59

30.79

30.02

Diluted Tangible Book Value

(2)

27.51

27.03

26.38

25.37

24.59

Market Price:

High

46.83

45.63

44.69

39.82

38.27

Low

39.26

38.27

38.00

32.38

33.00

Close

43.46

42.57

41.79

39.35

35.96

Selected Average Balances

:

Investment Securities

$

1,119,125

$

1,006,040

$

993,880

$

1,007,981

$

982,330

Loans Held for Investment

2,538,318

2,568,073

2,606,213

2,652,572

2,665,910

Earning Assets

4,089,838

4,035,910

3,981,530

4,032,008

3,993,914

Total Assets

4,418,904

4,367,036

4,317,951

4,370,261

4,335,033

Deposits

3,691,016

3,647,510

3,612,331

3,680,707

3,665,482

Shareowners’ Equity

567,663

556,100

542,216

527,583

513,401

Common Equivalent Average Shares:

Basic

17,129

17,070

17,068

17,056

17,027

Diluted

17,146

17,140

17,114

17,088

17,044

Performance Ratios:

Return on Average Assets (annualized)

1.45

%

1.25

%

1.47

%

1.38

%

1.58

%

Return on Average Equity (annualized)

11.30

9.78

11.67

11.44

13.32

Net Interest Margin (FTE)

4.24

4.26

4.34

4.30

4.22

Noninterest Income as % of Operating Revenue

31.77

31.68

33.89

31.67

32.39

Efficiency Ratio

65.89

67.50

65.09

67.26

62.93

Asset Quality:

Allowance for Credit Losses (“ACL”)

$

30,999

$

31,001

$

30,202

$

29,862

$

29,734

Nonperforming Assets (“NPAs”)

12,965

10,531

10,026

6,581

4,428

ACL to Loans HFI

1.23

%

1.22

%

1.17

%

1.13

%

1.12

%

NPAs to Total

Assets

0.29

0.24

0.23

0.15

0.10

NPAs to Loans HFI plus OREO

0.51

0.41

0.39

0.25

0.17

ACL to Non-Performing Loans

278.19

360.69

368.54

463.01

692.10

Net Charge-Offs to Average Loans HFI

0.10

0.18

0.18

0.09

0.09

Capital Ratios:

Tier 1 Capital

20.37

%

20.20

%

19.33

%

18.38

%

18.01

%

Total Capital

21.62

21.45

20.59

19.60

19.20

Common Equity Tier 1

19.08

18.56

17.73

16.81

16.08

Leverage

11.65

11.77

11.64

11.14

11.17

Tangible Common Equity

(2)

10.79

10.79

10.66

10.09

9.61

(1)

Fully Tax Equivalent.

(2)

Non-GAAP financial measure.

See non-GAAP reconciliation on page 35.

37

FINANCIAL OVERVIEW

Results of Operations

Performance Summary

.

Net income attributable to common shareowners of $15.8 million, or $0.92 per diluted

share, for the first

quarter of 2026 compared to $13.7 million, or $0.80 per diluted share, for

the fourth quarter of 2025, and $16.9 million, or $0.99 per

diluted share, for the first quarter of 2025.

Net Interest Income

.

Tax-equivalent net

interest income for the first quarter of 2026 totaled $42.9 million, compared to $43.4

million

for the fourth quarter of 2025, and $41.6 million for the first quarter of

2025. Compared to the fourth quarter of 2025, the decrease was

primarily driven by lower loan interest income due to lower average

loan balances and lower overnight funds income, partially offset

by higher investment securities income due to new investment purchases at higher

yields and lower deposit interest expense. Two

less

calendar days contributed to the decline compared to the fourth quarter

of 2025. Compared to the first quarter of 2025, the increase

was primarily attributable to higher investment securities income due to new

investment purchases at higher yields and higher

overnight funds income due to higher average balances that outpaced a decrease

in loan interest income due to lower average

balances. Our net interest margin for the first quarter of 2026 was 4.24%,

a decrease of two basis points from the fourth quarter of

2025 and an increase of two basis points over the first quarter of 2025.

Provision and Allowance for Credit

Losses.

For the first quarter of 2026, we recorded a provision expense for credit

losses of $0.7

million compared to $2.0 million for the fourth quarter of 2025 and $0.8

million for the first quarter of 2025. Net loan charge-offs

were 10 basis points of average loans for the first quarter of 2026 versus 18 basis points for the

fourth quarter of 2025 and 9 basis

points for the first quarter of 2025. At March 31, 2026, the allowance for credit losses for

loans held for investment (“HFI”) totaled

$31.0 million compared to $31.0 million at December 31, 2025

and $29.7 million at March 31, 2025.

Noninterest Income

.

Noninterest income for the first quarter of 2026 totaled $19.9 million, a $0.2 million, or

0.8%, decrease from the

fourth quarter of 2025 and similar to the first quarter of 2025. The decrease from

the fourth quarter of 2025 reflected a $0.5 million

decrease in wealth management fees and a $0.2 million decrease in deposit fees, partially

offset by a $0.5 million increase in other

income. Compared to the first quarter of 2025, a $1.7 million decrease in wealth

management fees was offset by a $0.7 million

increase in other income, a $0.5

million increase in deposit related fees, and a $0.4 million increase in mortgage

banking revenues.

Noninterest Expense

.

Noninterest expense for the first quarter of 2026 totaled $41.4 million, a $1.5 million, or 3.5%,

[Excerpt truncated for page length; source filing is linked above.]

Item 7.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion

and analysis (“MD&A”) provides supplemental information, which sets forth

the major factors that

have affected our financial condition and results of operations and

should be read in conjunction with the Consolidated Financial

Statements and related notes included in the Annual Report on Form 10-K.

The MD&A is divided into subsections entitled

“Business Overview,” “Executive

Overview,” “Results of Operations,”

“Financial Condition,” “Liquidity and Capital Resources,”

“Off-Balance Sheet Arrangements,” and “Accounting Policies.”

The following information should provide a better understanding

of the major factors and trends that affect our earnings performance

and financial condition, and how our performance during

2025 compares with prior years.

Throughout this section, Capital City Bank Group, Inc., and its subsidiaries,

collectively, are

referred to as “CCBG,” “Company,”

“we,” “us,” or “our.”

CAUTION CONCERNING FORWARD

-LOOKING STATEMENTS

This Annual Report on Form 10-K, including this MD&A section, contains “forward

-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, among others, statements about

our beliefs, plans, objectives, goals, expectations, estimates and

intentions that are subject to significant risks and uncertainties

and are subject to change based on various factors, many of which are beyond

our control. The words “may,”

“could,” “should,”

“would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,”

“target,” “vision,” “goal,” and similar expressions are

intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties.

Our actual future results may differ

materially from those set forth in our forward-looking statements.

Please see the Introductory Note and