Filed Pursuant to Rule 424(b)(3)​

 File No. 333-224162​

Proxy Statement/Prospectus

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Hamilton State Bancshares, Inc.:

On January 24, 2018 and January 16, 2018, the boards of directors of Hamilton State Bancshares, Inc. (“HSB”) and Ameris Bancorp (“Ameris”), respectively, each unanimously approved the acquisition of HSB by Ameris. The acquisition will be accomplished pursuant to the terms of an Agreement and Plan of Merger, dated January 25, 2018 (the “merger agreement”), by and between HSB and Ameris. Pursuant to the merger agreement, HSB will merge with and into Ameris, with Ameris as the surviving company (the “merger”). Immediately after the merger, HSB’s direct wholly owned subsidiary, Hamilton State Bank, will be merged with and into Ameris’s direct wholly owned subsidiary, Ameris Bank, with Ameris Bank being the surviving subsidiary bank of Ameris. Before the merger can be completed, HSB shareholders must approve the merger agreement.

This proxy statement/prospectus contains information about Ameris, HSB, the merger agreement, the proposed merger and the special meeting of HSB shareholders. We encourage you to carefully read this proxy statement/prospectus, including “Risk Factors” beginning on page 37, for a discussion of the risks relating to the proposed merger, before voting.

In the merger, each share of HSB voting common stock and non-voting common stock (together, the “HSB common stock”) outstanding immediately prior to the effective time of the merger will be converted into the right to receive: (i) 0.16 shares of Ameris common stock (the “exchange ratio”), together with cash in lieu of any fractional share as provided in the merger agreement; and (ii) a cash amount equal to $0.93. HSB shareholders will own approximately 13.7% of Ameris if the merger is completed in the third quarter of 2018.

HSB will hold a special meeting of its shareholders (the “special meeting”) with respect to the merger. HSB shareholders will be asked to consider and vote upon: (i) a proposal to approve the merger agreement; and (ii) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement. Approval of the merger agreement requires the affirmative vote of the holders of at least 60% of the outstanding shares of HSB voting common stock entitled to vote thereon at the special meeting. The holders of HSB non-voting common stock do not have the right to vote on the proposal to approve the merger agreement or the related matters.

The special meeting will be held at The 1818 Club, located at 6500 Sugarloaf Parkway, Duluth, Georgia 30097, on June 7, 2018, at 10:30 a.m. Eastern Time, subject to any adjournment or postponement thereof.

The completion of the merger is subject to a price floor. If the average closing price of one share of Ameris common stock during a specified determination period declines by more than 15% from a price of  $51.1328 per share, and the Ameris common stock underperforms the KBW Nasdaq Regional Banking Index (KRX) by more than 15% during such period, then HSB may terminate the merger agreement unless Ameris offsets such reduction in the value of Ameris common stock by increasing the number of shares of Ameris common stock to be issued or paying an additional cash payment to HSB shareholders.

The market value of the merger consideration will fluctuate with the market price of the Ameris common stock and will not be known at the time HSB shareholders vote on the merger agreement. Based on the $53.45 closing price of the Ameris common stock on the Nasdaq Global Select Market (“Nasdaq”) on January 25, 2018, the last trading day before public announcement of the merger, the 0.16 per share stock consideration plus the $0.93 per share cash consideration represented $9.48 in value for each share of HSB common stock. Based on the $52.45 closing price of the Ameris common stock on Nasdaq on April 24, 2018, the latest practicable trading date before the date of this proxy statement/prospectus, the value of the merger consideration was $9.32 per share of HSB common stock. Based on the exchange ratio, and assuming no adjustments to the stock portion of the merger consideration paid by Ameris, the maximum number of shares of Ameris common stock issuable in the merger is 6,561,220. We urge you to obtain current market prices for the Ameris common stock. The Ameris common stock is traded on Nasdaq under the symbol “ABCB.”

Your vote is important. The merger cannot be completed unless all necessary regulatory approvals and the required approval of the HSB shareholders are obtained. Whether or not you plan to attend the special meeting, it is important that your shares be represented at the meeting and your vote recorded. Please take the time to vote by telephone, over the Internet or by following the voting instructions included in the enclosed proxy card. Even if you vote by telephone or the Internet or return the proxy card in advance of the special meeting, you may attend the special meeting and vote your shares in person.

The HSB board of directors has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of the HSB shareholders and unanimously recommends that the HSB shareholders vote “FOR” approval of the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies to approve the merger agreement.

You should read this entire proxy statement/prospectus, including the appendices and the documents incorporated herein by reference, carefully because it contains important information about the special meeting and the merger. In particular, you should read carefully the information set forth under “Risk Factors” beginning on page 37 for a discussion of risks relating to the proposed merger.

If you have any questions concerning the merger, please contact Neal W. Booth, Sr., Randal J. Rabe or Karen Z. Rosenberg at (770) 868-2660. On behalf of the HSB board of directors, thank you for your prompt consideration to this important matter. We look forward to seeing you at the special meeting.

Sincerely,

Robert C. Oliver,
Chairman of the Board,
President and Chief Executive Officer

The shares of Ameris common stock to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of Ameris or HSB, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated April 27, 2018, and is first being mailed to HSB shareholders on or about May 4, 2018.

HAMILTON STATE BANCSHARES, INC.
1907 Highway 211
Hoschton, Georgia 30548

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on June 7, 2018

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Hamilton State Bancshares, Inc. (“HSB”) will be held at The 1818 Club, located at 6500 Sugarloaf Parkway, Duluth, Georgia 30097, on June 7, 2018, at 10:30 a.m. local time, for the following purposes:

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Approve Agreement and Plan of Merger.   To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated January 25, 2018, as it may be amended from time to time (the “merger agreement”), by and between Ameris Bancorp (“Ameris”) and HSB, pursuant to which HSB will merge with and into Ameris (the “merger”), on and subject to the terms and conditions contained in the merger agreement, including the merger contemplated thereby, with Ameris as the surviving company, as more fully described in the accompanying proxy statement/prospectus (the “merger proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying proxy statement/prospectus.

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Adjourn or Postpone the Special Meeting.   To consider and vote upon any proposal of the HSB board of directors to adjourn or postpone the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”).

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No other business may be conducted at the special meeting. HSB has fixed the close of business on April 23, 2018 as the record date for the special meeting. Only holders of HSB voting common stock of record on that date are entitled to notice of, and to vote at, the special meeting. Approval of the merger proposal requires the affirmative vote of the holders of at least 60% of the shares of HSB voting common stock outstanding and entitled to vote on the record date. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote.

The accompanying proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger and other related matters. We urge you to read carefully the proxy statement/prospectus, including any documents incorporated by reference and its appendices.

Holders of record of HSB voting common stock are entitled to exercise dissenters’ rights in connection with the merger, provided the proper procedures of Article 13 of the Georgia Business Corporation Code (the “GBCC”) are followed. A copy of Article 13 of the GBCC is attached as Appendix D to the accompanying proxy statement/prospectus.

You are cordially invited to attend the special meeting in person. Please vote by Internet or telephone or by mailing, signing, dating and returning the enclosed proxy card in the self-addressed envelope as soon as possible, even if you plan to attend the special meeting. No additional postage is required if mailed within the United States. If you choose to attend the special meeting, then you may vote your shares in person, even if you have previously voted by Internet or telephone or signed and returned your proxy card. If you hold your HSB shares through a bank, broker or other nominee (commonly referred to as held in “street name”), then you must direct your bank, broker or other nominee to vote in accordance with the instructions you have received from them. You may revoke your proxy at any time prior to the special meeting as specified in the accompanying proxy statement/prospectus.

The HSB board of directors has determined that the merger is fair to, and in the best interest of, HSB and its shareholders. The HSB board of directors unanimously recommends that the HSB shareholders entitled to vote at the special meeting vote “FOR” the merger proposal and “FOR” the adjournment proposal.

By Order of the HSB Board of Directors,

Robert C. Oliver
Chairman of the Board,
President and Chief Executive Officer

Hoschton, Georgia
April 27, 2018

YOUR VOTE IS VERY IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE VOTE BY TELEPHONE, OVER THE INTERNET OR BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED RETURN ENVELOPE IN ORDER TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE SPECIAL MEETING.

WHERE YOU CAN FIND MORE INFORMATION

Ameris has filed a registration statement on Form S-4 to register the distribution of the shares of Ameris common stock to holders of HSB common stock in connection with the merger. This proxy statement/prospectus is a part of that registration statement on Form S-4 and constitutes a prospectus of Ameris and a proxy statement of HSB for the special meeting. As permitted by rules of the Securities and Exchange Commission (the “SEC”), this proxy statement/prospectus incorporates important business and financial information about Ameris from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. These documents contain important information about Ameris and its financial condition. See “Documents Incorporated by Reference.” You may read and copy any materials that Ameris files with the SEC at its Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 (1-800-732-0330) for further information on the Public Reference Room. In addition, Ameris files its reports and other business and financial information, as applicable, with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain the documents Ameris files with the SEC free of charge, by accessing Ameris’s website at www.amerisbank.com. Except as specifically incorporated by reference into this proxy statement/prospectus, information on those websites, obtained by written request from Ameris as described below or filed with the SEC is not a part of this proxy statement/prospectus. Copies of these documents can also be obtained, free of charge, by directing a written request to:

Ameris Bancorp
310 First Street, S.E.
Moultrie, Georgia 31768
Attn: Corporate Secretary

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the special meeting, or May 31, 2018.

Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement on Form S-4. These documents are available free of charge upon written request to Ameris at the addresses listed above.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Ameris supplied all information contained in, or incorporated by reference into, this proxy statement/prospectus relating to Ameris, and HSB supplied all information contained in this proxy statement/prospectus relating to HSB.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from what is contained in this proxy statement/prospectus. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus, and neither the mailing of this proxy statement/prospectus to HSB shareholders nor the issuance of Ameris common stock in the merger shall create any implication to the contrary.

No person has been authorized to give any information or make any representation about the merger, Ameris or HSB that differs from, or adds to, the information in this proxy statement/prospectus or in documents that are publicly filed by Ameris with the SEC. Therefore, if anyone does give you different or additional information, you should not rely on it.

TABLE OF CONTENTS

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ii

QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE SPECIAL MEETING

The following are answers to certain questions that you may have about the special meeting of HSB shareholders, which we refer to as the “special meeting,” and the merger. We urge you to read carefully the remainder of this proxy statement/prospectus (including “Risk Factors” beginning on page 37) because the information in this section does not provide all of the information that might be important to you with respect to the special meeting and the merger. Additional important information is also contained in the appendices to, and the documents incorporated by reference into, this proxy statement/prospectus. See “Where You Can Find More Information” and “Documents Incorporated by Reference.”

Unless the context otherwise requires, references in this proxy statement/prospectus to: (i) “Ameris” refer to Ameris Bancorp, a Georgia corporation, and its affiliates; (ii) “Ameris Bank” refer to Ameris Bank, a Georgia state-chartered bank and a direct wholly owned subsidiary of Ameris; (iii) “HSB” refer to Hamilton State Bancshares, Inc., a Georgia corporation, and its affiliates; and (iv) “Hamilton” refer to Hamilton State Bank, a Georgia state-chartered bank and a direct wholly owned subsidiary of HSB.

Q:

What am I being asked to vote on?

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A:

HSB shareholders are being asked to vote to approve the Agreement and Plan of Merger, dated January 25, 2018, as it may be amended from time to time (the “merger agreement”), by and between Ameris and HSB, pursuant to which HSB will merge with and into Ameris, with Ameris as the surviving company (the “merger”), on and subject to the terms and conditions contained in the merger agreement, including the merger contemplated thereby, as more fully described in this proxy statement/prospectus (the “merger proposal”). Immediately after the merger, Hamilton will be merged with and into Ameris Bank, with Ameris Bank being the surviving subsidiary bank of Ameris (the “bank merger”). A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus. The merger cannot be completed unless, among other things, the holders of at least 60% of the shares of HSB voting common stock outstanding and entitled to vote at the special meeting vote in favor of the merger proposal.

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In addition, HSB shareholders are being asked to vote to approve any proposal of the HSB board of directors to adjourn or postpone the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”). The completion of the merger is not conditioned upon shareholder approval of the adjournment proposal.

This proxy statement/prospectus contains important information about the merger and the special meeting, and you should read it carefully. This is a proxy statement/prospectus because: (i) HSB is soliciting proxies from holders of HSB voting common stock, and the proxy statement provides important information about the special meeting to vote on the merger proposal and the adjournment proposal; and (ii) Ameris will issue shares of Ameris common stock to holders of HSB voting common stock and non-voting common stock (together, the “HSB common stock”) in connection with the merger, and the prospectus provides important information about such shares. The enclosed materials allow HSB shareholders to authorize a proxy to vote their shares of HSB voting common stock without attending the special meeting.

Your vote is important. We encourage you to authorize your proxy as soon as possible.

Q:

Why do Ameris and HSB want to merge?

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A:

We believe the combination of Ameris and HSB will create one of the leading community banking franchises in the Atlanta, Georgia market, providing our customers with additional branch locations and our shareholders with improved market share. The HSB board of directors has determined that the merger is in the best interests of HSB and its shareholders and unanimously recommends that the HSB shareholders vote “FOR” the merger proposal. For more information about the reasons for the merger, see “The Merger — Ameris’s Reasons for the Merger” and “The Merger — The Recommendation of the HSB Board of Directors and HSB’s Reasons for the Merger.”

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1

Q:

What will I receive in the merger?

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A:

Unless adjusted pursuant to the terms of the merger agreement, each share of HSB common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive: (i) 0.16 shares of Ameris common stock (the “exchange ratio”), together with cash in lieu of any fractional share as provided in the merger agreement (the “stock consideration”); and (ii) a cash amount equal to $0.93 (the “cash consideration”). We refer to the cash consideration and the stock consideration to be received for each share of HSB common stock in the merger as the “merger consideration.”

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No holder of HSB common stock will be issued a fractional share of Ameris common stock in the merger. Each holder of HSB common stock who would otherwise have been entitled to receive a fraction of a share of Ameris common stock will receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Ameris common stock multiplied by an average of Ameris’s stock price as set forth in the merger agreement.

Q:

Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

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A:

Yes, the value of the merger consideration will likely fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value of Ameris common stock. In the merger, holders of HSB common stock will receive a fraction of a share of Ameris common stock for each share of HSB common stock they hold plus a fixed amount of cash consideration. Any fluctuation in the market price of Ameris common stock after the date of this proxy statement/prospectus will change the value of the shares of Ameris common stock that HSB shareholders will receive and the total value of the merger consideration. Based on the 0.16 exchange ratio and the $53.45 closing price of the Ameris common stock on the Nasdaq Global Select Market (“Nasdaq”) on January 25, 2018, the last full trading day before the public announcement of the merger, the value of the merger consideration was $9.48 per share of HSB common stock. Based on the $52.45 closing price of Ameris common stock on Nasdaq on April 24, 2018, the latest practicable trading date before the date of this proxy statement/prospectus, the value of the merger consideration was $9.32 per share of HSB common stock. We urge you to obtain current market prices for shares of Ameris common stock.

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Q:

What will happen if the market value of Ameris common stock changes significantly prior to completion of the merger?

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A:

The completion of the merger is subject to a price floor. If the average closing price of one share of Ameris common stock during a specified determination period declines by more than 15% from a price of  $51.1328 per share, and the Ameris common stock underperforms the KBW Nasdaq Regional Banking Index (KRX) by more than 15% during such period, then HSB may terminate the merger agreement unless Ameris offsets such reduction in the value of Ameris common stock by:

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increasing the number of shares of Ameris common stock to be issued to HSB shareholders: or

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paying an additional cash payment to HSB shareholders (provided that doing so would not prevent the merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”)).

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Q:

How will the merger impact HSB restricted stock units, stock options and warrants?

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A:

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restricted stock unit granted under HSB’s equity incentive plan (an “HSB restricted stock unit”), to the extent then vested and not subject to any further vesting condition or other restriction, including those vesting in connection with the merger, will be cancelled and converted into the right to receive the same merger consideration per share as the outstanding shares of HSB common stock, without interest and less applicable taxes required to be withheld in connection with the payment of such consideration, if any;

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2

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option granted under HSB’s equity incentive plan to acquire shares of HSB common stock (an “HSB stock option”) will fully vest and be cancelled and thereafter entitle the holder thereof to receive cash, without interest, in the amount of  $9.06 for each share of HSB common stock issuable upon exercise of such option, less the applicable per share exercise price of such option and less applicable taxes required to be withheld in connection with the payment of such consideration, if any; and

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warrant to acquire shares of HSB common stock (an “HSB warrant”) will be cancelled and thereafter entitle the holder thereof to receive cash, without interest, in the amount of  $9.06 for each share of HSB common stock issuable upon exercise of such warrant, less the applicable per share exercise price of such warrant. HSB has agreed to use commercially reasonable efforts to cause the amendment of any HSB warrants not amended prior to the date of the merger agreement to comply with the treatment described in this proxy statement/prospectus.

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Q:

What will Ameris shareholders receive in the merger?

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A:

If the merger is completed, Ameris shareholders will not receive any merger consideration and will continue to hold the shares of Ameris common stock that they currently hold. Following the merger, the shares of Ameris common stock will continue to be traded on Nasdaq under the symbol “ABCB.”

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Q:

What will happen to Hamilton following the merger?

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A:

Immediately after the merger, Hamilton will merge with and into Ameris Bank, with Ameris Bank being the surviving subsidiary bank of Ameris.

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Q:

How does the HSB board of directors recommend that I vote at the special meeting?

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A:

The HSB board of directors has determined that the merger agreement is in the best interests of HSB and its shareholders and unanimously recommends that HSB shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

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Q:

Do any of HSB’s directors or executive officers have interests in the merger that may differ from those of HSB shareholders?

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A:

HSB’s directors and executive officers have interests in the merger that are different from, or in addition to, those of HSB shareholders generally. The HSB board of directors was aware of and considered these interests, among other matters, in evaluating the merger proposal and in recommending that HSB shareholders approve the merger proposal. For a description of these interests, see “The Merger — Interests of HSB’s Directors and Executive Officers in the Merger.”

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Q:

When and where is the special meeting?

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A:

The special meeting will take place at The 1818 Club, located at 6500 Sugarloaf Parkway, Duluth, Georgia 30097, on June 7, 2018, at 10:30 a.m. local time.

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Q:

Who can vote at the special meeting?

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A:

You can vote at the special meeting if you own shares of HSB voting common stock at the close of business on April 23, 2018, the record date for the special meeting. As of the close of business on that date, 34,738,600 shares of HSB voting common stock were outstanding.

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The holders of HSB non-voting common stock do not have the right to vote such shares at the special meeting.

Q:

What vote is required to approve the proposals at the special meeting?

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A:

Approval of the merger proposal requires the affirmative vote of the holders of at least 60% of the shares of HSB voting common stock outstanding on the record date. We refer to this as the “required HSB shareholder approval.”

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3

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of shares of HSB voting common stock present in person or represented by proxy and entitled to vote.

HSB shareholders will each have one vote for each share of HSB voting common stock owned by them.

Q:

Are there any voting agreements in place with HSB shareholders?

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A:

Yes. In connection with the merger agreement, Ameris and HSB entered into a Voting and Support Agreement with each of the directors and certain principal shareholders of HSB (the “Voting and Support Agreement”) under which they have agreed to vote their shares of HSB voting common stock in favor of the merger proposal and the adjournment proposal and against any action or agreement that would be reasonably likely to impair the ability of either Ameris or HSB to complete the merger, or that would otherwise be inconsistent with, prevent, materially impede or materially delay the completion of the transactions contemplated by the merger agreement, and against any proposal that is in favor of or would facilitate an alternative acquisition proposal (as defined in the merger agreement and discussed under “The Merger Agreement — No Solicitation”) without regard to the terms of such proposal, in each case, subject to the terms and conditions of the Voting and Support Agreement. As of the record date, the Voting and Support Agreement covered approximately 19,481,820 shares of HSB voting common stock, or approximately 56.1% of the outstanding shares of HSB voting common stock. A copy of the Voting and Support Agreement is attached as Appendix B to this proxy statement/prospectus.

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Q:

What do I need to do now?

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A:

After you have carefully read this document and have decided how you wish to vote your shares, indicate on your proxy card how you want your shares to be voted with respect to the merger proposal and the adjournment proposal. When complete, sign, date and mail your proxy card in the enclosed prepaid return envelope as soon as possible, so that your shares may be represented and voted at the special meeting in accordance with your instructions. Alternatively, you may vote over the Internet by accessing the website shown on your proxy card and following the instructions on the website or by telephone by calling the number shown on your proxy card and following the instructions provided.

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Your proxy card must be received prior to the special meeting on June 7, 2018, in order to be counted. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions.

Q:

How do I vote?

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A:

If you are a shareholder of record, you may have your shares of HSB voting common stock voted on the matters to be presented at the special meeting in any of the following ways:

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by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;

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by accessing the website shown on your proxy card and following the instructions on the website;

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by telephone by calling the number shown on your proxy card and following the instructions provided; or

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by attending the special meeting and casting your vote in person.

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If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Your bank, brokerage firm or other nominee cannot vote your shares without instructions from you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

Q:

What if I do not vote?

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A:

If you do not submit a proxy or vote in person, or fail to instruct your bank or broker how to vote, then it will have the same effect as voting your shares against the merger proposal; however, it will have no effect on the outcome of the adjournment proposal.

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4

Q:

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

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A:

No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker how to vote your shares, following the directions provided by your broker.

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Q:

Can I attend the special meeting and vote my shares in person?

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A:

Yes. All HSB shareholders as of the record date, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Holders of record of HSB voting common stock can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. HSB reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited without express written consent.

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Q:

Can I change or revoke my vote after I have mailed my signed proxy card?

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A:

Yes. You may revoke any proxy at any time before it is voted at the special meeting by sending a written notice to HSB’s Corporate Secretary, which must be received prior to the exercise of the proxy, stating that you would like to revoke your proxy, or you may complete and submit a new proxy card. You may also vote again using the Internet or telephone voting procedures or you may attend the special meeting and vote in person, which will have the effect of revoking any earlier votes. However, simply attending the special meeting will not revoke your proxy. If you hold your shares in “street name” through a bank or broker, you should contact your bank or broker to revoke your proxy.

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Q:

If I am a holder of HSB common stock with shares represented by stock certificates, should I send in my stock certificates now?

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A:

No. You should not send in your HSB stock certificates at this time. After completion of the merger, Ameris will cause its exchange agent to send to you a letter of transmittal and instructions for exchanging your HSB stock certificates or book-entry shares for the merger consideration. Please do not send in your HSB stock certificates with your proxy.

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Q:

What should I do if I hold my shares of HSB common stock in book-entry form?

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A:

You are not required to take any specific actions to exchange your shares of HSB common stock if your shares are held in book-entry form. After the completion of the merger, shares of HSB common stock held in book-entry form automatically will be exchanged for the merger consideration, including shares of Ameris common stock in book-entry form, the cash consideration and any cash to be paid in lieu of fractional shares in the merger.

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Q:

Are there risks associated with the merger that I should consider in deciding how to vote?

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A:

Yes. There are a number of risks related to the merger and the other transactions provided for in the merger agreement that are discussed in this proxy statement/prospectus, in the appendices to this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 37 and in Ameris’s filings with the Securities and Exchange Commission (the “SEC”) incorporated by reference into this proxy statement/prospectus and referred to in “Where You Can Find More Information” and “Documents Incorporated by Reference.

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5

Q:

When do you expect the merger to be completed?

​

A:

Ameris and HSB expect the merger to be completed in the third quarter of 2018, and are working toward completing the merger as quickly as possible. To do so, the HSB shareholders must approve the merger proposal, Ameris must obtain all regulatory approvals necessary to complete the merger and other customary closing conditions must be satisfied. See “The Merger Agreement — Conditions to Completion of the Merger.” However, it is possible that factors outside the control of both companies could result in the merger being delayed or not completed at all.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of HSB common stock will not receive any consideration for their shares of HSB common stock that otherwise would have been received in connection with the merger. Instead, HSB will remain an independent private company.

​

Q:

Ameris has also entered into an agreement to acquire Atlantic Coast Financial Corporation. What impact will Ameris’s merger with Atlantic have on the merger with HSB?

​

A:

On November 16, 2017, Ameris and Atlantic Coast Financial Corporation, a Maryland corporation (“Atlantic”), entered into an Agreement and Plan of Merger (the “Atlantic merger agreement”) pursuant to which Atlantic will merge with and into Ameris, with Ameris as the surviving entity (the “Atlantic merger”). The Atlantic merger is expected to close in the second quarter of 2018. The completion of the merger with HSB is not conditioned upon or subject to the completion of the Atlantic merger. See “Risk Factors — If the merger with HSB and the Atlantic merger were to occur, the pro forma combined company would exceed $10 billion in assets, which would result in increased costs and/or reduced revenues to the resulting entity and subject it to increased regulatory scrutiny by its primary federal regulators with respect to its risk management and other activities.”

​

Q:

Do I have the right to dissent and obtain the fair value for my shares?

​

A:

Yes. Holders of record of HSB voting common stock are entitled to exercise dissenters’ rights in connection with the merger, provided such holders comply with the proper procedures of Article 13 of the Georgia Business Corporation Code (the “GBCC”). A copy of Article 13 of the GBCC is attached as Appendix D to this proxy statement/prospectus. Holders of HSB voting common stock who desire to exercise dissenters’ rights pursuant to Article 13 of the GBCC are urged to consult a legal advisor before electing or attempting to exercise these rights.

​

Q:

What are the material United States federal income tax consequences of the merger to HSB shareholders?

​

A:

The merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the respective obligations of Ameris and HSB to complete the merger that each of Ameris and HSB receives a legal opinion to that effect. Accordingly, an HSB shareholder generally will recognize gain, but not loss, in an amount equal to the lesser of: (i) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Ameris common stock received pursuant to the merger over that holder’s adjusted tax basis in its shares of HSB common stock surrendered); and (ii) the amount of cash received pursuant to the merger. Further, an HSB shareholder generally will recognize gain or loss with respect to cash received in lieu of a fractional share of Ameris common stock that the HSB shareholder would otherwise be entitled to receive. For further information, see “The Merger — Material U.S. Federal Income Tax Consequences.”

​

The United States federal income tax consequences described above may not apply to all holders of HSB common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q:

Whom may I contact if I cannot locate my HSB stock certificate(s)?

​

A:

If you are unable to locate your original HSB stock certificate(s), you should contact Neal W. Booth, Sr., Corporate Secretary, Hamilton State Bancshares, Inc., at 1907 Highway 211, Hoschton, Georgia 30548, or by telephone at (770) 868-2660.

​

6

Q:

Whom should I call with questions or to obtain additional copies of this proxy statement/prospectus?

​

A:

If you have questions about the merger, need assistance in submitting your proxy or voting your shares of HSB voting common stock, or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Neal W. Booth, Sr., Randal J. Rabe or Karen Z. Rosenberg at (770) 868-2660.

​

7

8

9

Date

​

​

Ameris Closing Price

​

​

Exchange Ratio

​

​

Equivalent HSB Per Share Value

​

January 25, 2018

​

​

​

$

53.45

​

​

​

​

​

0.16

​

​

​

​

$

9.48

​

​

April 24, 2018

​

​

​

$

52.45

​

​

​

​

​

0.16

​

​

​

​

$

9.32

​

​

10

11

12

13

14

15

​

16

17

18

Adjusted Net Income

​

​

​

​

Three Months Ended

​

​

​

​

March 2018

​

​

December 2017

​

​

March 2017

​

​

​

​

(dollars in thousands except per share data)

​

Net income available to common shareholders

​

​

​

$

26,660

​

​

​

​

$

9,150

​

​

​

​

$

21,153

​

​

Adjustment items:

​

​

​

​

Merger and conversion charges

​

​

​

​

835

​

​

​

​

​

421

​

​

​

​

​

402

​

​

Certain compliance resolution expenses

​

​

​

​

—

​

​

​

​

​

434

​

​

​

​

​

—

​

​

Accelerated premium amortization on loans sold from purchased loan pools

​

​

​

​

—

​

​

​

​

​

456

​

​

​

​

​

—

​

​

Loss on sale of premises

​

​

​

​

583

​

​

​

​

​

308

​

​

​

​

​

295

​

​

Tax effect of adjustment items

​

​

​

​

(298)

​

​

​

​

​

(567)

​

​

​

​

​

(244)

​

​

After tax adjustment items

​

​

​

​

1,120

​

​

​

​

​

1,052

​

​

​

​

​

453

​

​

Tax expense attributable to remeasurement of deferred tax assets and deferred tax liabilities at reduced federal corporate tax rate

​

​

​

​

—

​

​

​

​

​

13,388

​

​

​

​

​

—

​

​

Adjusted net income

​

​

​

$

27,780

​

​

​

​

$

23,590

​

​

​

​

$

21,606

​

​

Weighted average number of shares – diluted

​

​

​

​

38,250,122

​

​

​

​

​

37,566,335

​

​

​

​

​

36,040,240

​

​

Net income per diluted share

​

​

​

$

0.70

​

​

​

​

$

0.24

​

​

​

​

$

0.59

​

​

Adjusted net income per diluted share

​

​

​

$

0.73

​

​

​

​

$

0.63

​

​

​

​

$

0.60

​

​

Average assets

​

​

​

$

7,823,451

​

​

​

​

$

7,777,996

​

​

​

​

$

6,915,965

​

​

Return on average assets

​

​

​

​

1.38%

​

​

​

​

​

0.47%

​

​

​

​

​

1.24%

​

​

Adjusted return on average assets

​

​

​

​

1.44%

​

​

​

​

​

1.20%

​

​

​

​

​

1.27%

​

​

Average common equity

​

​

​

$

849,346

​

​

​

​

$

812,264

​

​

​

​

$

695,830

​

​

Average tangible common equity

​

​

​

$

659,096

​

​

​

​

$

672,728

​

​

​

​

$

553,335

​

​

Return on average common equity

​

​

​

​

12.73%

​

​

​

​

​

4.47%

​

​

​

​

​

12.33%

​

​

Adjusted return on average tangible common equity

​

​

​

​

17.09%

​

​

​

​

​

13.91%

​

​

​

​

​

15.84%

​

​

19

Net Interest Margin Excluding Accretion and Yield on Total Loans Excluding Accretion

​

​

​

​

Three Months Ended

​

​

​

​

March 2018

​

​

December 2017

​

​

March 2017

​

​

​

​

(dollars in thousands)

​

Net interest income (TE)

​

​

​

$

69,787

​

​

​

​

$

71,537

​

​

​

​

$

62,108

​

​

Accretion income

​

​

​

​

1,444

​

​

​

​

​

2,183

​

​

​

​

​

2,810

​

​

Net interest income (TE) excluding accretion income

​

​

​

$

68,343

​

​

​

​

$

69,354

​

​

​

​

$

59,298

​

​

Average total interest-earning assets

​

​

​

$

7,215,742

​

​

​

​

$

7,202,103

​

​

​

​

$

6,347,807

​

​

Net interest margin (TE)

​

​

​

​

3.92%

​

​

​

​

​

3.94%

​

​

​

​

​

3.97%

​

​

Net interest margin (TE) excluding accretion

​

​

​

​

3.84%

​

​

​

​

​

3.82%

​

​

​

​

​

3.79%

​

​

Interest income on total loans (TE)

​

​

​

$

74,167

​

​

​

​

$

75,254

​

​

​

​

$

62,815

​

​

Accretion income

​

​

​

​

1,444

​

​

​

​

​

2,183

​

​

​

​

​

2,810

​

​

Interest income on total loans (TE) excluding accretion

​

​

​

$

72,723

​

​

​

​

$

73,071

​

​

​

​

$

60,005

​

​

Average total loans

​

​

​

$

6,207,833

​

​

​

​

$

6,166,996

​

​

​

​

$

5,337,806

​

​

Yield on total loans (TE)

​

​

​

​

4.85%

​

​

​

​

​

4.84%

​

​

​

​

​

4.77%

​

​

Yield on total loans (TE) excluding accretion

​

​

​

​

4.75%

​

​

​

​

​

4.70%

​

​

​

​

​

4.56%

​

​

(TE) denotes fully taxable equivalent

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted Efficiency Ratio (TE)

​

​

​

​

Three Months Ended

​

​

​

​

March 2018

​

​

December 2017

​

​

March 2017

​

​

​

​

(dollars in thousands)

​

Adjusted Noninterest Expense

​

​

​

​

Total noninterest expense

​

​

​

$

59,098

​

​

​

​

$

59,337

​

​

​

​

$

53,093

​

​

Adjustment items:

​

​

​

​

Merger and conversion expenses

​

​

​

​

(835)

​

​

​

​

​

(421)

​

​

​

​

​

(402)

​

​

Certain compliance resolution expenses

​

​

​

​

—

​

​

​

​

​

(434)

​

​

​

​

​

—

​

​

Loss on sale of premises

​

​

​

​

(583)

​

​

​

​

​

(308)

​

​

​

​

​

(295)

​

​

Adjusted noninterest expense

​

​

​

$

57,680

​

​

​

​

$

58,174

​

​

​

​

$

52,396

​

​

Total Revenue

​

​

​

​

Net interest income

​

​

​

$

68,801

​

​

​

​

$

69,523

​

​

​

​

$

60,590

​

​

Noninterest income

​

​

​

​

26,464

​

​

​

​

​

23,563

​

​

​

​

​

25,706

​

​

Total revenue

​

​

​

$

95,265

​

​

​

​

$

93,086

​

​

​

​

$

86,296

​

​

Adjusted Total Revenue

​

​

​

​

Net interest income (TE)

​

​

​

$

69,787

​

​

​

​

$

71,537

​

​

​

​

$

62,108

​

​

Noninterest income

​

​

​

​

26,464

​

​

​

​

​

23,563

​

​

​

​

​

25,706

​

​

Total revenue (TE)

​

​

​

​

96,251

​

​

​

​

​

95,100

​

​

​

​

​

87,814

​

​

Adjustment items:

​

​

​

​

Gain on sale of securities

​

​

​

​

(37)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Accelerated premium amortization on loans sold from purchased loan pools

​

​

​

​

—

​

​

​

​

​

456

​

​

​

​

​

—

​

​

Adjusted total revenue (TE)

​

​

​

$

96,214

​

​

​

​

$

95,556

​

​

​

​

$

87,814

​

​

Efficiency ratio

​

​

​

​

62.04%

​

​

​

​

​

63.74%

​

​

​

​

​

61.52%

​

​

Adjusted efficiency ratio (TE)

​

​

​

​

59.95%

​

​

​

​

​

60.88%

​

​

​

​

​

59.67%

​

​

(TE) denotes fully taxable equivalent

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

20

Adjusted Net Overhead Ratio

​

​

​

​

Three Months Ended

​

​

​

​

March 2018

​

​

December 2017

​

​

March 2017

​

​

​

​

(dollars in thousands)

​

Noninterest expense

​

​

​

​

59,098

​

​

​

​

​

59,337

​

​

​

​

​

53,093

​

​

Adjustment items:

​

​

​

​

​

​

​

​

​

Merger and conversion expenses

​

​

​

​

(835)

​

​

​

​

​

(421)

​

​

​

​

​

(402)

​

​

Certain compliance resolution expenses

​

​

​

​

—

​

​

​

​

​

(434)

​

​

​

​

​

—

​

​

Loss on sale of premises

​

​

​

​

(583)

​

​

​

​

​

(308)

​

​

​

​

​

(295)

​

​

Adjusted noninterest expense

​

​

​

​

57,680

​

​

​

​

​

58,174

​

​

​

​

​

52,396

​

​

Noninterest income

​

​

​

​

26,464

​

​

​

​

​

23,563

​

​

​

​

​

25,706

​

​

Net overhead

​

​

​

​

32,634

​

​

​

​

​

35,774

​

​

​

​

​

27,387

​

​

Adjusted net overhead

​

​

​

​

31,216

​

​

​

​

​

34,611

​

​

​

​

​

26,690

​

​

Average total assets

​

​

​

​

7,823,451

​

​

​

​

​

7,777,996

​

​

​

​

​

6,915,965

​

​

Net overhead ratio

​

​

​

​

1.69%

​

​

​

​

​

1.82%

​

​

​

​

​

1.61%

​

​

Adjusted net overhead ratio

​

​

​

​

1.62%

​

​

​

​

​

1.77%

​

​

​

​

​

1.57%

​

​

Tangible Book Value Per Share

​

​

​

​

Three Months Ended

​

​

​

​

March 2018

​

​

December 2017

​

​

March 2017

​

​

​

​

(dollars in thousands except per share data)

​

Total shareholders’ equity

​

​

​

$

868,944

​

​

​

​

$

804,479

​

​

​

​

$

758,216

​

​

Less:

​

​

​

​

Goodwill

​

​

​

​

208,513

​

​

​

​

​

125,532

​

​

​

​

​

125,532

​

​

Other intangibles, net

​

​

​

​

12,562

​

​

​

​

​

13,496

​

​

​

​

​

16,391

​

​

Total tangible shareholders’ equity

​

​

​

$

647,869

​

​

​

​

$

665,451

​

​

​

​

$

616,293

​

​

Period end number of shares

​

​

​

​

38,327,081

​

​

​

​

​

37,260,012

​

​

​

​

​

37,128,714

​

​

Book value per share (period end)

​

​

​

$

22.67

​

​

​

​

$

21.59

​

​

​

​

$

20.42

​

​

Tangible book value per share (period end)

​

​

​

$

16.90

​

​

​

​

$

17.86

​

​

​

​

$

16.60

​

​

21

​

​

​

Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

​

​

(audited)

​

​

​

​

(In thousands, except per share data and ratios)

​

Selected Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

7,856,203

​

​

​

​

$

6,892,031

​

​

​

​

$

5,588,940

​

​

​

​

$

4,037,077

​

​

​

​

$

3,667,649

​

​

Earning assets

​

​

​

​

7,288,285

​

​

​

​

​

6,293,670

​

​

​

​

​

5,084,658

​

​

​

​

​

3,574,561

​

​

​

​

​

3,232,769

​

​

Loans held for sale

​

​

​

​

197,442

​

​

​

​

​

105,924

​

​

​

​

​

111,182

​

​

​

​

​

94,759

​

​

​

​

​

67,278

​

​

Loans, net of unearned income

​

​

​

​

4,856,514

​

​

​

​

​

3,626,821

​

​

​

​

​

2,406,877

​

​

​

​

​

1,889,881

​

​

​

​

​

1,618,454

​

​

Purchased loans

​

​

​

​

861,595

​

​

​

​

​

1,069,191

​

​

​

​

​

909,083

​

​

​

​

​

945,518

​

​

​

​

​

838,990

​

​

Purchased loan pools

​

​

​

​

328,246

​

​

​

​

​

568,314

​

​

​

​

​

592,963

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Investment securities available for sale

​

​

​

​

810,873

​

​

​

​

​

822,735

​

​

​

​

​

783,185

​

​

​

​

​

541,805

​

​

​

​

​

486,235

​

​

FDIC loss-share receivable, net of clawback

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6,301

​

​

​

​

​

31,351

​

​

​

​

​

65,441

​

​

Total deposits

​

​

​

​

6,625,845

​

​

​

​

​

5,575,163

​

​

​

​

​

4,879,290

​

​

​

​

​

3,431,149

​

​

​

​

​

2,999,231

​

​

FDIC loss-share payable including clawback

​

​

​

​

8,803

​

​

​

​

​

6,313

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Shareholders’ equity

​

​

​

​

804,479

​

​

​

​

​

646,437

​

​

​

​

​

514,759

​

​

​

​

​

366,028

​

​

​

​

​

316,699

​

​

Selected Income Statement Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

294,347

​

​

​

​

$

239,065

​

​

​

​

$

190,393

​

​

​

​

$

164,566

​

​

​

​

$

126,322

​

​

Interest expense

​

​

​

​

34,222

​

​

​

​

​

19,694

​

​

​

​

​

14,856

​

​

​

​

​

14,680

​

​

​

​

​

10,137

​

​

Net interest income

​

​

​

​

260,125

​

​

​

​

​

219,371

​

​

​

​

​

175,537

​

​

​

​

​

149,886

​

​

​

​

​

116,185

​

​

Provision for loan losses

​

​

​

​

8,364

​

​

​

​

​

4,091

​

​

​

​

​

5,264

​

​

​

​

​

5,648

​

​

​

​

​

11,486

​

​

Noninterest income

​

​

​

​

104,457

​

​

​

​

​

105,801

​

​

​

​

​

85,586

​

​

​

​

​

62,836

​

​

​

​

​

46,549

​

​

Noninterest expense

​

​

​

​

231,936

​

​

​

​

​

215,835

​

​

​

​

​

199,115

​

​

​

​

​

150,869

​

​

​

​

​

121,945

​

​

Income before income taxes

​

​

​

​

124,282

​

​

​

​

​

105,246

​

​

​

​

​

56,744

​

​

​

​

​

56,205

​

​

​

​

​

29,303

​

​

Income tax expense

​

​

​

​

50,734

​

​

​

​

​

33,146

​

​

​

​

​

15,897

​

​

​

​

​

17,482

​

​

​

​

​

9,285

​

​

Net income

​

​

​

$

73,548

​

​

​

​

$

72,100

​

​

​

​

$

40,847

​

​

​

​

$

38,723

​

​

​

​

$

20,018

​

​

Preferred stock dividends

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

286

​

​

​

​

​

1,738

​

​

Net income available to common shareholders

​

​

​

$

73,548

​

​

​

​

$

72,100

​

​

​

​

$

40,847

​

​

​

​

$

38,437

​

​

​

​

$

18,280

​

​

​

22

​

​

​

Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

​

​

(audited)

​

​

​

​

(In thousands, except per share data and ratios)

​

Per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share available to common shareholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

2.00

​

​

​

​

$

2.10

​

​

​

​

$

1.29

​

​

​

​

$

1.48

​

​

​

​

$

0.76

​

​

Diluted

​

​

​

​

1.98

​

​

​

​

​

2.08

​

​

​

​

​

1.27

​

​

​

​

​

1.46

​

​

​

​

​

0.75

​

​

Common book value

​

​

​

​

21.59

​

​

​

​

​

18.51

​

​

​

​

​

15.98

​

​

​

​

​

13.67

​

​

​

​

​

11.50

​

​

Tangible book value

​

​

​

​

17.86

​

​

​

​

​

14.42

​

​

​

​

​

12.65

​

​

​

​

​

10.99

​

​

​

​

​

9.87

​

​

Cash dividends declared

​

​

​

​

0.40

​

​

​

​

​

0.30

​

​

​

​

​

0.20

​

​

​

​

​

0.15

​

​

​

​

​

—

​

​

Profitability Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income to average total assets

​

​

​

​

1.00%

​

​

​

​

​

1.17%

​

​

​

​

​

0.85%

​

​

​

​

​

1.08%

​

​

​

​

​

0.70%

​

​

Net income to average common shareholders’ equity

​

​

​

​

9.55%

​

​

​

​

​

11.75%

​

​

​

​

​

8.37%

​

​

​

​

​

12.40%

​

​

​

​

​

8.06%

​

​

Net interest margin (fully taxable equivalent basis)

​

​

​

​

3.95%

​

​

​

​

​

3.99%

​

​

​

​

​

4.12%

​

​

​

​

​

4.59%

​

​

​

​

​

4.74%

​

​

Efficiency ratio

​

​

​

​

63.62%

​

​

​

​

​

66.38%

​

​

​

​

​

76.25%

​

​

​

​

​

70.92%

​

​

​

​

​

74.94%

​

​

Loan Quality Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net charge-offs to average loans*

​

​

​

​

0.13%

​

​

​

​

​

0.11%

​

​

​

​

​

0.22%

​

​

​

​

​

0.34%

​

​

​

​

​

0.75%

​

​

Allowance for loan losses to total loans*

​

​

​

​

0.44%

​

​

​

​

​

0.56%

​

​

​

​

​

0.85%

​

​

​

​

​

1.12%

​

​

​

​

​

1.38%

​

​

Non-performing assets to total loans and OREO**

​

​

​

​

0.85%

​

​

​

​

​

1.12%

​

​

​

​

​

1.60%

​

​

​

​

​

3.35%

​

​

​

​

​

3.49%

​

​

Liquidity Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans to total deposits

​

​

​

​

91.25%

​

​

​

​

​

94.42%

​

​

​

​

​

80.11%

​

​

​

​

​

82.64%

​

​

​

​

​

81.94%

​

​

Average loans to average earning assets

​

​

​

​

83.50%

​

​

​

​

​

80.83%

​

​

​

​

​

75.96%

​

​

​

​

​

80.22%

​

​

​

​

​

78.08%

​

​

Noninterest-bearing deposits to total deposits

​

​

​

​

26.82%

​

​

​

​

​

28.22%

​

​

​

​

​

27.26%

​

​

​

​

​

24.46%

​

​

​

​

​

22.29%

​

​

Capital Adequacy Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shareholders’ equity to total assets

​

​

​

​

10.24%

​

​

​

​

​

9.38%

​

​

​

​

​

9.21%

​

​

​

​

​

9.07%

​

​

​

​

​

8.63%

​

​

Common stock dividend payout ratio

​

​

​

​

20.00%

​

​

​

​

​

14.29%

​

​

​

​

​

15.50%

​

​

​

​

​

10.14%

​

​

​

​

​

0.00%

​

​

​

23

​

​

​

Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

​

​

(audited)

​

​

​

​

(In thousands, except share and per share data)

​

Tangible Book Value Per Share Reconciliation:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common shareholders’ equity

​

​

​

$

804,479

​

​

​

​

$

646,437

​

​

​

​

$

514,759

​

​

​

​

$

366,028

​

​

​

​

$

288,699

​

​

Less: Goodwill

​

​

​

​

125,532

​

​

​

​

​

125,532

​

​

​

​

​

90,082

​

​

​

​

​

63,547

​

​

​

​

​

35,049

​

​

Less: Other intangibles, net

​

​

​

​

13,496

​

​

​

​

​

17,428

​

​

​

​

​

17,058

​

​

​

​

​

8,221

​

​

​

​

​

6,009

​

​

Total tangible shareholders’ equity

​

​

​

$

665,451

​

​

​

​

$

503,477

​

​

​

​

$

407,619

​

​

​

​

$

294,260

​

​

​

​

$

247,641

​

​

Period end number of shares

​

​

​

​

37,260,012

​

​

​

​

​

34,921,474

​

​

​

​

​

32,211,385

​

​

​

​

​

26,773,863

​

​

​

​

​

25,098,427

​

​

Book value per common share

​

​

​

$

21.59

​

​

​

​

$

18.51

​

​

​

​

$

15.98

​

​

​

​

$

13.67

​

​

​

​

$

11.50

​

​

Tangible book value per common share

​

​

​

​

17.86

​

​

​

​

​

14.42

​

​

​

​

​

12.65

​

​

​

​

​

10.99

​

​

​

​

​

9.87

​

​

24

​

​

​

Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

​

​

(audited)

​

​

​

​

(In thousands, except per share data and ratios)

​

Selected Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

1,786,638

​

​

​

​

$

1,851,126

​

​

​

​

$

1,782,423

​

​

​

​

$

1,681,597

​

​

​

​

$

1,595,903

​

​

Earning assets

​

​

​

​

1,704,909

​

​

​

​

​

1,745,066

​

​

​

​

​

1,650,132

​

​

​

​

​

1,515,327

​

​

​

​

​

1,388,534

​

​

Loans receivable, originated

​

​

​

​

1,119,944

​

​

​

​

​

1,028,978

​

​

​

​

​

820,450

​

​

​

​

​

621,062

​

​

​

​

​

379,497

​

​

Acquired covered loans

​

​

​

​

45,978

​

​

​

​

​

94,851

​

​

​

​

​

163,036

​

​

​

​

​

241,535

​

​

​

​

​

341,202

​

​

Acquired non-covered loans

​

​

​

​

130,258

​

​

​

​

​

151,988

​

​

​

​

​

161,838

​

​

​

​

​

103,903

​

​

​

​

​

29,151

​

​

Investment securities available for sale

​

​

​

​

179,036

​

​

​

​

​

224,776

​

​

​

​

​

227,292

​

​

​

​

​

285,107

​

​

​

​

​

491,382

​

​

Investment securities held to maturity

​

​

​

​

106,814

​

​

​

​

​

124,877

​

​

​

​

​

146,613

​

​

​

​

​

167,696

​

​

​

​

​

—

​

​

FDIC loss-share receivable

​

​

​

​

3,680

​

​

​

​

​

13,411

​

​

​

​

​

19,345

​

​

​

​

​

50,518

​

​

​

​

​

92,927

​

​

Total deposits

​

​

​

​

1,549,675

​

​

​

​

​

1,534,849

​

​

​

​

​

1,522,750

​

​

​

​

​

1,347,063

​

​

​

​

​

1,285,469

​

​

Clawback

​

​

​

​

8,199

​

​

​

​

​

7,901

​

​

​

​

​

10,131

​

​

​

​

​

8,408

​

​

​

​

​

8,115

​

​

Stockholders’ equity

​

​

​

​

206,370

​

​

​

​

​

240,059

​

​

​

​

​

222,407

​

​

​

​

​

288,016

​

​

​

​

​

271,633

​

​

Selected Average Balances:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

1,792,586

​

​

​

​

$

1,794,471

​

​

​

​

$

1,742,006

​

​

​

​

$

1,678,750

​

​

​

​

$

1,558,215

​

​

Earning assets

​

​

​

​

1,700,507

​

​

​

​

​

1,679,125

​

​

​

​

​

1,587,479

​

​

​

​

​

1,485,746

​

​

​

​

​

1,336,187

​

​

Loans, net of unearned income

​

​

​

​

1,266,277

​

​

​

​

​

1,199,964

​

​

​

​

​

1,044,043

​

​

​

​

​

874,607

​

​

​

​

​

673,030

​

​

Investment securities available for sale

​

​

​

​

203,769

​

​

​

​

​

238,030

​

​

​

​

​

259,572

​

​

​

​

​

349,778

​

​

​

​

​

482,789

​

​

Investment securities held to maturity

​

​

​

​

115,788

​

​

​

​

​

136,250

​

​

​

​

​

157,396

​

​

​

​

​

133,951

​

​

​

​

​

—

​

​

Total deposits

​

​

​

​

1,536,198

​

​

​

​

​

1,512,554

​

​

​

​

​

1,412,901

​

​

​

​

​

1,355,206

​

​

​

​

​

1,245,921

​

​

Stockholders’ equity

​

​

​

​

212,758

​

​

​

​

​

232,839

​

​

​

​

​

275,745

​

​

​

​

​

276,720

​

​

​

​

​

272,872

​

​

Selected Income Statement Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

82,361

​

​

​

​

$

77,426

​

​

​

​

$

79,503

​

​

​

​

$

88,948

​

​

​

​

$

71,353

​

​

Interest expense

​

​

​

​

5,968

​

​

​

​

​

5,611

​

​

​

​

​

6,032

​

​

​

​

​

5,148

​

​

​

​

​

5,176

​

​

Net interest income

​

​

​

​

76,393

​

​

​

​

​

71,815

​

​

​

​

​

73,471

​

​

​

​

​

83,800

​

​

​

​

​

66,177

​

​

Provision for loan losses

​

​

​

​

217

​

​

​

​

​

2,334

​

​

​

​

​

2,177

​

​

​

​

​

3,242

​

​

​

​

​

(190)

​

​

Noninterest income

​

​

​

​

8,052

​

​

​

​

​

7,374

​

​

​

​

​

7,315

​

​

​

​

​

9,591

​

​

​

​

​

11,619

​

​

Noninterest expense

​

​

​

​

52,613

​

​

​

​

​

50,726

​

​

​

​

​

57,652

​

​

​

​

​

75,873

​

​

​

​

​

68,618

​

​

Income before income taxes

​

​

​

​

31,615

​

​

​

​

​

26,129

​

​

​

​

​

20,957

​

​

​

​

​

14,276

​

​

​

​

​

9,368

​

​

Income tax expense

​

​

​

​

16,936

​

​

​

​

​

9,076

​

​

​

​

​

7,278

​

​

​

​

​

3,902

​

​

​

​

​

3,048

​

​

Net income

​

​

​

$

14,679

​

​

​

​

$

17,053

​

​

​

​

$

13,679

​

​

​

​

$

10,374

​

​

​

​

$

6,320

​

​

​

25

​

​

​

Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

​

​

(audited)

​

​

​

​

(In thousands, except per share data and ratios)

​

Per Share Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income – basic

​

​

​

$

0.36

​

​

​

​

$

0.43

​

​

​

​

$

0.34

​

​

​

​

$

0.26

​

​

​

​

$

0.16

​

​

Net income – diluted

​

​

​

​

0.35

​

​

​

​

​

0.41

​

​

​

​

​

0.34

​

​

​

​

​

0.26

​

​

​

​

​

0.16

​

​

Common book value

​

​

​

​

5.11

​

​

​

​

​

5.97

​

​

​

​

​

5.56

​

​

​

​

​

7.19

​

​

​

​

​

6.79

​

​

Special cash dividends

​

​

​

​

1.24

​

​

​

​

​

—

​

​

​

​

​

1.99

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Profitability Ratios

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income to average total assets

​

​

​

​

0.82%

​

​

​

​

​

0.95%

​

​

​

​

​

0.79%

​

​

​

​

​

0.62%

​

​

​

​

​

0.41%

​

​

Net income to average common stockholders’ equity

​

​

​

​

6.90%

​

​

​

​

​

7.32%

​

​

​

​

​

4.96%

​

​

​

​

​

3.75%

​

​

​

​

​

2.32%

​

​

Net interest margin

​

​

​

​

4.55%

​

​

​

​

​

4.33%

​

​

​

​

​

4.68%

​

​

​

​

​

5.68%

​

​

​

​

​

4.99%

​

​

Efficiency ratio

​

​

​

​

62.30%

​

​

​

​

​

64.06%

​

​

​

​

​

71.36%

​

​

​

​

​

81.24%

​

​

​

​

​

88.20%

​

​

Loan Quality Ratios

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net charge-offs to average loans*

​

​

​

​

0.04%

​

​

​

​

​

0.09%

​

​

​

​

​

0.01%

​

​

​

​

​

0.25%

​

​

​

​

​

0.13%

​

​

Allowance for loan losses to total loans*

​

​

​

​

0.84%

​

​

​

​

​

0.94%

​

​

​

​

​

1.06%

​

​

​

​

​

1.08%

​

​

​

​

​

1.42%

​

​

Nonperforming assets to total loans and OREO**

​

​

​

​

0.43%

​

​

​

​

​

0.71%

​

​

​

​

​

0.64%

​

​

​

​

​

1.52%

​

​

​

​

​

3.70%

​

​

Liquidity Ratios

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans to total deposits

​

​

​

​

83.64%

​

​

​

​

​

83.12%

​

​

​

​

​

75.21%

​

​

​

​

​

71.75%

​

​

​

​

​

58.33%

​

​

Average loans to average earnings assets

​

​

​

​

74.46%

​

​

​

​

​

71.46%

​

​

​

​

​

65.77%

​

​

​

​

​

58.87%

​

​

​

​

​

50.37%

​

​

Noninterest-bearing deposits to total deposits

​

​

​

​

23.06%

​

​

​

​

​

21.25%

​

​

​

​

​

19.12%

​

​

​

​

​

16.11%

​

​

​

​

​

12.14%

​

​

Capital Adequacy Ratios

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stockholders’ equity to total assets

​

​

​

​

11.55%

​

​

​

​

​

12.97%

​

​

​

​

​

12.48%

​

​

​

​

​

17.13%

​

​

​

​

​

17.02%

​

​

​

26

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial information and accompanying notes show the impact on the historical financial conditions and results of operations of Ameris and HSB and have been prepared to illustrate the effects of the merger under the acquisition method of accounting. See “The Merger — Accounting Treatment.”

The unaudited pro forma combined condensed balance sheet as of December 31, 2017, is presented as if the merger had occurred on December 31, 2017. The unaudited pro forma combined condensed income statements for the year ended December 31, 2017, are presented as if the merger had occurred on January 1, 2017. The historical combined condensed financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma combined condensed financial statements are provided for informational purposes only. The unaudited pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial statements should be read together with:

•

the accompanying notes to the unaudited pro forma combined condensed financial statements;

​

•

Ameris’s audited consolidated financial statements and accompanying notes, included in Ameris’s Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference into this proxy statement/prospectus;

​

•

HSB’s Audited Consolidated Financial Statements, attached as Appendix E and Appendix F to this proxy statement/prospectus; and

​

•

the other information pertaining to Ameris and HSB incorporated by reference into, or included in, this proxy statement/prospectus.

​

See “Selected Historical Consolidated Financial Data of Ameris,” “Selected Historical Consolidated Financial Data of HSB,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HSB” and “Documents Incorporated By Reference.”

27

Unaudited Pro Forma Combined Condensed Balance Sheet
As of December 31, 2017
(In thousands)