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Section 1: 424B3 (PROXY STATEMENT/PROSPECTUS)

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 Filed Pursuant to Rule 424(b)(3)​
 File No. 333-224162​
Proxy Statement/Prospectus
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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,
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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.

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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:

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.

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”).
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.

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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,
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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.

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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.

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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?
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.
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?
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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Q:
What will I receive in the merger?
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.”
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?
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.
Q:
What will happen if the market value of Ameris common stock changes significantly prior to completion of the merger?
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:

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

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”)).
Q:
How will the merger impact HSB restricted stock units, stock options and warrants?
A:
At the effective time of the merger, each outstanding:

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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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

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.
Q:
What will Ameris shareholders receive in the merger?
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.”
Q:
What will happen to Hamilton following the merger?
A:
Immediately after the merger, Hamilton will merge with and into Ameris Bank, with Ameris Bank being the surviving subsidiary bank of Ameris.
Q:
How does the HSB board of directors recommend that I vote at the special meeting?
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.
Q:
Do any of HSB’s directors or executive officers have interests in the merger that may differ from those of HSB shareholders?
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.”
Q:
When and where is the special meeting?
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.
Q:
Who can vote at the special meeting?
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.
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?
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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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?
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.
Q:
What do I need to do now?
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.
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?
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:

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

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

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

by attending the special meeting and casting your vote in person.
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?
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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Q:
If my shares are held in “street name” by my broker, will my broker vote my shares for me?
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.
Q:
Can I attend the special meeting and vote my shares in person?
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.
Q:
Can I change or revoke my vote after I have mailed my signed proxy card?
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.
Q:
If I am a holder of HSB common stock with shares represented by stock certificates, should I send in my stock certificates now?
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.
Q:
What should I do if I hold my shares of HSB common stock in book-entry form?
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.
Q:
Are there risks associated with the merger that I should consider in deciding how to vote?
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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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.
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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.
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SUMMARY
This following summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that is important to you. Each item in this summary refers to the page where that subject is discussed in more detail. You should carefully read the entire proxy statement/prospectus and the other documents to which we refer to understand fully the merger. See “Where You Can Find More Information” on how to obtain copies of those documents. In addition, the merger agreement is attached as Appendix A to this proxy statement/prospectus. Ameris and HSB encourage you to read the merger agreement because it is the legal document that governs the merger.
Risk Factors (see page 37)
You should consider in particular the factors as described under “Risk Factors.”
Information About the Companies (see page 49)
Ameris Bancorp
310 First Street, S.E.
Moultrie, Georgia 31768
(229) 890-1111
Ameris Bancorp, a Georgia corporation incorporated in 1980, is a bank holding company headquartered in Moultrie, Georgia. Ameris’s business is conducted primarily through Ameris Bank, a Georgia state-chartered bank and a direct wholly owned subsidiary of Ameris. At December 31, 2017, Ameris had total consolidated assets of  $7.9 billion, total loans (net of allowance for loan losses) of $6.2 billion, total deposits of  $6.6 billion and shareholders’ equity of  $804.5 million.
Through Ameris Bank, Ameris provides a full range of banking services to its retail and commercial customers through 97 branches primarily concentrated in select markets in Georgia, Alabama, Northern Florida and South Carolina. These branches serve distinct communities in Ameris’s business areas with autonomy but do so as one bank, leveraging Ameris’s favorable geographic footprint in an effort to acquire more customers.
The Ameris common stock is traded on Nasdaq under the symbol “ABCB.”
Hamilton State Bancshares, Inc.
1907 Highway 211
Hoschton, Georgia 30548
(770) 868-2660
Hamilton State Bancshares, Inc. is a bank holding company that was incorporated under the laws of the State of Georgia on May 13, 2005. HSB’s business is conducted primarily through Hamilton State Bank, a Georgia-state chartered bank and wholly-owned subsidiary of HSB that was established and commenced operations on September 20, 2004. At December 31, 2017, HSB had consolidated total assets of approximately $1.8 billion, total deposits of approximately $1.5 billion and total common shareholders’ equity of approximately $206.4 million.
Through Hamilton, HSB provides traditional credit and depository banking services to its retail and commercial customers through 28 branches in 12 counties in northern and central Georgia, including metro Atlanta.
Pending Acquisition of Atlantic Coast Financial Corporation
On November 16, 2017, Ameris and Atlantic entered into the Atlantic merger agreement pursuant to which Atlantic will merge into Ameris, with Ameris as the surviving entity. The Atlantic merger agreement provides that, immediately following the Atlantic merger, Atlantic Coast Bank, a Florida-state chartered bank and a direct wholly owned subsidiary of Atlantic, will be merged into Ameris Bank, with Ameris Bank as the surviving bank.
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Under the terms and subject to the conditions of the Atlantic merger agreement, Atlantic stockholders will receive $1.39 in cash and 0.17 shares of Ameris common stock for each share of Atlantic common stock that they hold, which equates to an aggregate value of approximately $146.7 million based on the $47.30 closing price of the Ameris common stock on Nasdaq as of November 16, 2017.
The Atlantic merger agreement has been unanimously approved by the boards of directors of each of Ameris and Atlantic and is expected to close in the second quarter of 2018. The closing of the Atlantic merger is subject to the required approval of Atlantic stockholders, requisite regulatory approvals and other customary closing conditions.
The completion of the merger with HSB is not conditioned upon or subject to the completion of the Atlantic merger, and the completion of the Atlantic merger is not conditioned upon or subject to the completion of the merger with HSB.
At December 31, 2017, Atlantic had total consolidated assets of  $983.3 million, total loans (net of allowance for loan losses) of   $842.8 million, total deposits of   $675.8 million and shareholders’ equity of $90.7 million.
Special Meeting (see page 47)
The special meeting will be held on June 7, 2018, at 10:30 a.m. local time, at The 1818 Club located at 6500 Sugarloaf Parkway, Duluth, Georgia 30097. At the special meeting, holders of HSB voting common stock will be asked to approve:

the merger proposal; and

the adjournment proposal.
You can vote at the special meeting if you owned HSB voting common stock as of the close of business on April 23, 2018, which is the record date for the special meeting. On that date, there were 34,738,600 shares of HSB voting common stock outstanding and entitled to vote, approximately 5.0% of which were owned and entitled to be voted by HSB’s directors and executive officers. You can cast one vote for each share of HSB voting common stock you owned on the record date. The holders of HSB non-voting common stock do not have the right to vote such shares 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 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.
Each of the directors and certain principal shareholders of HSB have entered into a Voting and Support Agreement with Ameris and HSB under which they have agreed, among other things, to vote all of the shares they beneficially own for approval of the merger proposal and the adjournment proposal. 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.
The Merger (see page 51)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Appendix A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. You should read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.
In the merger, HSB will merge with and into Ameris, with Ameris as the surviving company. It is expected that immediately after the merger, Hamilton will merge into Ameris Bank, with Ameris Bank as the surviving bank.
Closing and Effective Time of the Merger (see page 77)
The closing of the merger is expected to occur during the third quarter of 2018. Unless both Ameris and HSB agree to a later date, the closing of the merger will take place no later than five business days after
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all of the conditions to the closing of the merger have been satisfied or waived in accordance with their terms. We refer to the date on which the closing of the merger occurs as the “closing date.”
On the closing date, Ameris will file a certificate of merger with the Georgia Secretary of State. The merger will become effective upon the later of the filing of the certificate of merger with the Georgia Secretary of State and such later date and time to which Ameris and HSB agree and as may be specified in the certificate of merger. We refer to the date and time at which the merger is effective as the “effective time.”
Merger Consideration (see page 78)
Unless adjusted pursuant to the terms of the merger agreement, each share of HSB common stock outstanding immediately prior to the effective time (excluding excluded shares and dissenting shares, each as defined below) will be converted into the right to receive: (i) 0.16 shares of Ameris common stock, together with cash in lieu of any fractional share as provided in the merger agreement; and (ii) a cash amount equal to $0.93.
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 the average of Ameris’s stock price as set forth in the merger agreement.
However, the foregoing does not apply to: (i) any shares of HSB common stock held by HSB as treasury stock, or owned by Ameris or any wholly owned subsidiary of Ameris or HSB (other than any such shares held in a fiduciary or agency capacity or as a result of debts previously contracted) (“excluded shares”); or (ii) shares of HSB common stock that are outstanding immediately prior to the effective time and are held by an HSB shareholder who did not vote for the merger proposal and who is entitled to demand, and properly demands, the fair value of such shares pursuant to Article 13 of the GBCC (“dissenting shares”).
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: (i) increasing the number of shares of Ameris common stock to be issued to HSB shareholders; or (ii) 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 Code).
Equivalent HSB Per Share Value (see page 46)
Ameris common stock trades on Nasdaq under the symbol “ABCB.” The following table presents the closing price of Ameris common stock on January 25, 2018, the last trading day before the date of the public announcement of the merger agreement, and April 24, 2018, the latest practicable trading date before the date of this proxy statement/prospectus. The table also presents the equivalent value of the merger consideration per share of HSB common stock on those dates, calculated by multiplying the closing price of the Ameris common stock on each of those dates by the 0.16 exchange ratio and then adding to such product the cash consideration of  $0.93.
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
The value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the closing date of the merger based upon the market price of the Ameris common stock. 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
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will receive and will therefore change the value of the merger consideration. You should obtain current market prices for the Ameris common stock.
Upon completion of the merger, former HSB shareholders will own approximately 13.7% of the outstanding shares of Ameris common stock, assuming: (i) the merger is completed in the third quarter of 2018; (ii) there are no adjustments to the merger consideration paid by Ameris; and (iii) the Atlantic merger has been completed.
Treatment of HSB Restricted Stock Units, Stock Options and Warrants (see page 79)
At the effective time of the merger, each outstanding:

HSB restricted stock unit, to the extent then vested, 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;

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

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.
Each share of HSB common stock subject to an HSB restricted stock unit which is subject to further vesting or other restrictions as of the effective time of the merger will be forfeited. Each HSB stock option and each HSB warrant that has a per share exercise price that is greater than or equal to $9.06 will be cancelled without consideration.
As of the date of this proxy statement/prospectus, there were 362,881 unvested HSB restricted stock units outstanding. As HSB restricted stock units vest, the underlying shares of HSB common stock are delivered in satisfaction of the HSB restricted stock units.
Delivery of Merger Consideration; Surrender of Stock Certificates (see page 79)
Promptly after the effective time, and in no event later than one business day after the effective time, Ameris’s third-party exchange agent will mail to each holder of record of HSB common stock a letter of transmittal and instructions on how to surrender the holder’s HSB stock certificates or book-entry shares in exchange for the merger consideration (including cash in lieu of any fractional Ameris shares).
HSB shareholders should not send in their HSB stock certificates until they have received these instructions.
Material U.S. Federal Income Tax Consequences of the Merger (see page 71)
The merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. 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 instead of a fractional share of Ameris common stock that the HSB shareholder would otherwise be entitled to receive.
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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 urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.
Recommendation of the HSB Board of Directors and HSB’s Reasons for the Merger (see page 57)
The HSB board of directors has unanimously approved and adopted the merger agreement, and determined that the merger 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. In arriving at its determination, the HSB board of directors considered the factors described under “The Merger — Recommendation of the HSB Board of Directors and HSB’s Reasons for the Merger.”
Opinion of Hamilton State Bancshares, Inc.’s Financial Advisor in Connection With the Merger (see page 58 and Appendix C to this proxy statement/prospectus)
In connection with the merger, Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) delivered its oral opinion to the HSB board of directors, which was subsequently confirmed in writing on January 24, 2018, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualification on the review undertaken by Sandler O’Neill in providing its opinion, the merger consideration to be received by holders of HSB common stock in the merger was fair to the holders of HSB common stock, from a financial point of view.
Sandler O’Neill provided its opinion for the information and assistance of the HSB board of directors in connection with its consideration of the merger, and the opinion relates only to the fairness of the merger consideration to be received by holders of HSB common stock, from a financial point of view. Sandler O’Neill’s opinion speaks only as of the date of the opinion and does not address any other aspect of the merger and is not a recommendation to any HSB shareholder as to how such shareholder should vote at the special meeting. Sandler O’Neill’s opinion does not address the underlying business decision of HSB to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for HSB or the effect of any other transaction in which HSB might engage.
The full text of Sandler O’Neill’s opinion, dated January 24, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Sandler O’Neill, is attached as Appendix C to this proxy statement/prospectus. The description of the opinion is qualified in its entirety by reference to the opinion. HSB shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger agreement.
Interests of HSB’s Directors and Executive Officers in the Merger (see page 69)
Some of the executive officers and directors of HSB have interests in the merger that are in addition to, or different from, the interests of HSB shareholders generally. These interests exist because of, among other things, employment and change in control agreements that the executive officers entered into with HSB, rights that these executive officers and directors have under HSB’s benefit plans (including HSB’s equity incentive plan), arrangements to continue as employees of Ameris Bank following the merger and the bank merger (including potential arrangements), and rights to indemnification and directors’ and officers’ liability insurance following the merger.
These interests are discussed in more detail in “The Merger — Interests of HSB’s Directors and Executive Officers in the Merger.” The HSB board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement.
Regulatory Approvals (see page 74)
Both Ameris and HSB have agreed to use their reasonable best efforts to obtain all regulatory approvals required or advisable to complete the transactions contemplated by the merger agreement and the bank merger agreement. Under applicable law, the merger must be approved by The Board of Governors of
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the Federal Reserve System (the “Federal Reserve”) and the bank merger must be approved by the Federal Deposit Insurance Corporation (the “FDIC”). In addition, the Georgia Department of Banking and Finance (the “GDBF”) must also approve the merger and the bank merger.
Ameris has filed all notices and applications to obtain the necessary regulatory approvals for the merger and the bank merger. Although the parties currently believe they should be able to obtain all regulatory approvals in a timely manner, they cannot be certain when or if they will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the combined company after the completion of the merger. We make no assurance that the regulatory approvals received will not contain any condition, or carryover of any condition applicable to Ameris, HSB or any of their respective subsidiaries, that would result in the imposition of a materially burdensome regulatory condition (as defined in the merger agreement and discussed under “The Merger Agreement — Regulatory Matters”).
Conditions to Completion of the Merger (see page 88)
Currently, Ameris and HSB expect to complete the merger in the third quarter of 2018. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where permitted, waived, including, among others:

approval of the merger agreement by the holders of at least 60% of the outstanding shares of HSB voting common stock entitled to vote;

receipt of all required regulatory approvals without any materially burdensome regulatory conditions, and the expiration or termination of all statutory waiting periods in respect of such regulatory approvals;

the absence of any applicable law or order by any governmental authority making illegal or preventing or prohibiting the completion of the transactions contemplated by the merger agreement;

the effectiveness of the registration statement of which this proxy statement/prospectus forms a part;

receipt by each of Ameris and HSB of an opinion of its respective legal counsel as to certain tax matters relating to the merger;

the accuracy, subject to varying degrees of materiality, of Ameris’s and HSB’s respective representations and warranties in the merger agreement on the date of the merger agreement and as of the closing date (or such other date specified in the merger agreement);

performance in all material respects by Ameris and HSB of their respective obligations under the merger agreement;

the authorization for listing the shares of Ameris common stock to be issued as part of the merger consideration on Nasdaq;

the absence of any event which has resulted in a material adverse effect or material adverse change on either party or which may reasonably be expected to have a material adverse effect on either party; and

that the dissenting shares constitute less than 10% of the issued and outstanding shares of HSB common stock.
No assurance is given as to when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
No Solicitation (see page 85)
HSB has agreed that it will not, and will cause its subsidiaries and their respective representatives not to, directly or indirectly: (i) take any action to solicit, initiate, seek, knowingly facilitate or encourage any inquiries or expressions of interest or the making of any proposal or offer that constitutes, or would
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reasonably be expected to lead to, any acquisition proposal; (ii) participate in any discussions or negotiations regarding any acquisition proposal or furnish, or otherwise provide access to any other person any nonpublic information or data regarding HSB or any of its subsidiaries or relating to an acquisition proposal; (iii) approve, endorse or recommend an acquisition proposal, other than the merger; or (iv) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to an acquisition proposal.
However, at any time prior to the special meeting, HSB may, under certain circumstances specified in the merger agreement, take any of the actions described above. HSB must promptly (and in any event within 24 hours) notify Ameris in writing after the receipt of an acquisition proposal.
Additionally, prior to the special meeting, HSB may, under certain circumstances specified in the merger agreement, withdraw its recommendation to the HSB shareholders to approve the merger agreement, or terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal (as defined in the merger agreement and discussed under “The Merger Agreement — No Solicitation”), if, among other things, the HSB board of directors determines, in good faith, after consultation with its outside legal counsel, that it is reasonably necessary to take such action to comply with the HSB board of directors’ fiduciary duties to HSB and its shareholders under applicable law. However, HSB may not take any of those actions in response to a superior proposal unless it provides Ameris with a five-business day period to negotiate in good faith to enable Ameris to adjust the terms and conditions of the merger agreement such that it would enable the HSB board of directors to proceed without withdrawing its recommendation.
Termination Rights (see page 89)
The merger agreement may be terminated at any time prior to the closing date:

by mutual written consent of Ameris and HSB;

by either party if, under certain circumstances, the merger is not completed by December 31, 2018;

by either party in the event of a material breach by the other party of any representation, warranty or obligations contained in the merger agreement, which breach has not been cured within 30 days and which breach would be reasonably likely to result in a failure to satisfy any applicable closing condition;

by either party if final action has been taken by a regulatory agency whose approval is required for the merger or bank merger, which final action has become nonappealable and does not approve the merger or bank merger, or a governmental authority enacts a law or judgment which would make the merger or the bank merger illegal;

by either party if the required HSB shareholder approval is not obtained;

by Ameris if the HSB board of directors fails to recommend to HSB shareholders to approve the merger agreement or has made an adverse recommendation change, or HSB has materially breached its covenant not to solicit alternative acquisition proposals; and

by HSB, prior to obtaining the required HSB shareholder approval, to enter an agreement relating to a superior proposal.
In addition, if the average closing price of one share of Ameris common stock during a specified determination period has declined by more than 15% from a price of  $51.1328 per share, and 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 increases the exchange ratio or pays 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 Code) to offset such reduction in the value of the Ameris common stock.
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Termination Fee (see page 91)
Upon termination of the merger agreement by HSB to enter into a superior proposal, or by Ameris where the HSB board of directors fails to recommend to the HSB shareholders to approve the merger agreement or where HSB has materially breached its covenant not to solicit alternative acquisition proposals, HSB will be required to pay Ameris a termination fee equal to $14.0 million.
Expenses (see page 91)
If the merger agreement is terminated due to a failure to obtain any regulatory approval that is required for the consummation of the merger or the bank merger (provided that such failure is not primarily related to the financial or regulatory condition of HSB) or due to a failure by Ameris to satisfy any condition contained in any required regulatory approval, then Ameris will be required to pay HSB $1.5 million as reimbursement for its transaction expenses.
Nasdaq Listing (see page 84)
Ameris will take all action reasonably necessary and otherwise use commercially reasonably efforts to list on Nasdaq, prior to the effective time, the shares of Ameris common stock to be issued to holders of HSB common stock in the merger or make such post-closing filings with the Nasdaq as may be required.
Accounting Treatment (see page 74)
Ameris will account for the merger under the acquisition method of accounting for business combinations under U.S. generally accepted accounting principles (“GAAP”).
Dissenters’ Rights (see page 75 and Appendix D to this proxy statement/prospectus)
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 GBCC are followed. A copy of Article 13 of the GBCC is attached as Appendix D to this proxy statement/prospectus. HSB shareholders holding 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.
Any holder of record of HSB voting common stock who objects to the merger, and who fully complies with all of the provisions of Article 13 of the GBCC, will be entitled to demand and receive payment for all (but not less than all) of his or her shares of HSB voting common stock if the merger is consummated.
An HSB shareholder who objects to the merger and desires to receive payment of the “fair value” of his or her shares of HSB voting common stock: (i) must deliver to HSB, prior to the time the shareholder vote on the merger agreement is taken, a written notice of such shareholder’s intent to demand payment for those shares of HSB voting common stock registered in the dissenting shareholder’s name if the merger is completed; and (ii) must not vote his or her shares of HSB voting common stock in favor of the merger agreement.
Within ten days after the later of the effective date, or the date on which HSB receives a payment demand, HSB will send a written offer to each holder of HSB voting common stock who complied with the provisions set forth in the dissenters’ notice to pay each such shareholder an amount that HSB estimates to be the fair value of those shares, plus accrued interest. A dissenting shareholder choosing to accept HSB’s offer of payment must do so by written notice to HSB within 30 days after receipt of HSB’s offer of payment. A dissenting shareholder not responding to that offer within the 30-day period will be deemed to have accepted the offer of payment. HSB must make payment to each shareholder who responds to the offer of payment within 60 days after the making of the offer of payment, or the effective date, whichever is later. If the shareholder believes that the amount offered is less than the fair value of the shareholder’s shares of HSB voting common stock or that the interest is incorrectly calculated, then the shareholder may notify HSB in writing of his or her own estimate of the fair value of his or her shares of HSB voting common stock and the amount of interest due and demand payment of his or her estimate. If a demand for payment remains unsettled, then HSB will commence a court proceeding to determine the fair value of the shares of HSB voting common stock and the accrued interest.
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HSB shareholders should be aware that cash paid to dissenting shareholders in satisfaction of the fair value of their shares of HSB voting common stock will result in the recognition of any gain or loss realized for U.S. federal income tax purposes.
Resale of Ameris Common Stock
All shares of Ameris common stock received by HSB shareholders in the merger will be freely tradable for purposes of the Securities Act of 1933, as amended, except for shares of Ameris common stock received by any such holder who becomes an “affiliate” of Ameris after the completion of the merger. This proxy statement/prospectus does not cover resales of shares of Ameris common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/​prospectus in connection with any resale.
Comparison of Shareholder Rights (see page 122)
Rights of HSB shareholders are currently governed by HSB’s articles of incorporation, HSB’s bylaws and Georgia law and, in certain respects, that certain Stockholders’ Agreement, dated as of February 28, 2011, and subsequently amended, among certain HSB shareholders (the “Stockholders’ Agreement”). Upon completion of the merger former HSB shareholders will become shareholders of Ameris and their rights will be governed by Ameris’s articles of incorporation, Ameris’s bylaws and Georgia law. The differences in shareholder rights are explained more fully in “Comparison of Shareholder Rights.”
Ancillary Agreements (see page 91)
Voting and Support Agreement.   In connection with the merger agreement, Ameris and HSB entered into a Voting and Support Agreement with the directors and certain principal shareholders of HSB under which those shareholders have agreed to, among other things, vote their shares of HSB voting common stock in favor of the approval 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 consummation of the transactions contemplated by the merger agreement, and against any proposal that is in favor of or would facilitate an alternative acquisition proposal 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.
Director Non-Solicitation Agreements.   In connection with the merger agreement, Ameris entered into a Director Non-Solicitation Agreement with each of the directors of HSB and Hamilton (each, a “Director Non-Solicitation Agreement”) under which each such director has agreed to certain restrictions with respect to such director’s use and disclosure of confidential materials and the solicitation of customers and employees of Ameris, HSB and their affiliates following the completion of the merger.
Ameris Bancorp First Quarter 2018 Financial Results
On April 20, 2018, Ameris announced preliminary, unaudited earnings and operating results for the quarter ended March 31, 2018. Ameris reported net income of  $26.7 million, or $0.70 per diluted share, for the quarter ended March 31, 2018, compared with $21.2 million, or $0.59 per diluted share, for the quarter ended March 31, 2017. Ameris reported adjusted net income of  $27.8 million, or $0.73 per diluted share, for the first quarter of 2018, compared with $21.6 million, or $0.60 per diluted share, for the first quarter of 2017. Adjusted net income excludes after-tax merger and acquisition costs and loss on the sale of former bank premises. For the quarter ended March 31, 2018, Ameris’s adjusted return on average assets was 1.44%, compared with 1.27% for the first quarter of 2017.
Highlights.   Highlights of Ameris’s performance and results for the first quarter of 2018 include the following:

Growth in adjusted net earnings of 28.6% compared with the first quarter of 2017;
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Organic growth in loans of  $153.8 million, or 10.8%, compared with $98.5 million, or 8.5%, in the first quarter of 2017;

Adjusted return on average assets of 1.44%, compared with 1.27% in the first quarter of 2017;

Adjusted return on average tangible common equity of 17.09%, compared with 15.84% in the first quarter of 2017;

Adjusted efficiency ratio of 59.95%, compared with 60.88% in the fourth quarter of 2017 and 59.67% in the first quarter of 2017;

Excluding accretion, increases in net interest margin of two basis points during the first quarter of 2018 compared with the fourth quarter of 2017 and five basis points compared with the first quarter of 2017;

Increase in total revenue to $95.3 million for the quarter; and

Annualized net charge-offs of 0.09% of average total loans and 0.14% of average non-purchased loans.
Net Interest Income and Net Interest Margin.   Net interest income on a tax-equivalent basis for the first quarter of 2018 totaled $69.8 million, compared with $62.1 million for the first quarter of 2017, an increase of  $7.7 million, or 12.4%. Ameris’s net interest margin, excluding the effects of accretion income, increased during the quarter to 3.84%, compared with 3.82% in the fourth quarter of 2017. Increasing margins against the linked quarter resulted from higher loan yields, reduced levels of short-term assets and steady deposit costs which, offset approximately six basis points of margin dilution associated with lower yields on tax-preferred assets. Accretion income in the first quarter of 2018 declined materially to $1.4 million, compared with $2.2 million in the fourth quarter of 2017. Including accretion income and reflecting this decrease, Ameris’s net interest margin declined to 3.92% compared with 3.94% in the fourth quarter of 2017.
Yields on earning assets in the first quarter of 2018 increased to 4.52%, compared with 4.49% in the fourth quarter of 2017 and 4.38% in the first quarter of 2017. Interest income on legacy loans on a tax-equivalent basis increased during the first quarter of 2018 to $58.8 million, compared with $57.2 million in the fourth quarter of 2017 and $43.2 million in the first quarter of 2017. Excluding accretion income, yields on total loans were 4.75% in the first quarter of 2018, an increase from 4.70% in the fourth quarter of 2017 and 4.56% in the first quarter of 2017. Increased loan yields reflect several quarters of increased variable rate production as well as continued increases in yields on quarterly loan production. Loan production yields in the first quarter averaged 5.19%, compared with 4.44% in the same quarter of 2017.
Total interest expense for the first quarter of 2018 was $10.7 million, compared with $6.5 million for the same quarter of 2017. Higher borrowing costs and continued increases in deposit costs were the primary reasons for this increase. Deposit costs increased in the first quarter of 2018 to 0.43%, a modest increase of three basis points compared with the fourth quarter of 2017. Borrowing costs increased to 2.89% in the first quarter of 2018, compared with 2.60% in the fourth quarter of 2017.
Non-interest Income.   Non-interest income in the first quarter of 2018 was $26.5 million, an increase of  $758,000, or 2.9%, compared with the same quarter in 2017. Ameris experienced mostly stable levels of service charge revenue in the first quarter of 2018 as compared with prior quarters.
Revenue in the retail mortgage group totaled $16.6 million in the first quarter of 2018, an increase of 22.9% compared with $13.5 million in the first quarter of 2017. Net income for Ameris’s retail mortgage division increased 67.4% during the first quarter of 2018 to $4.7 million, compared with $2.8 million in the first quarter of 2017. Total production in the first quarter of 2018 for the retail mortgage group amounted to $356.1 million (86% retail and 14% wholesale), compared with $311.8 million in the same quarter of 2017 (85% retail and 15% wholesale). Ameris’s open pipeline increased in the first quarter of 2018 to $153.3 million, compared with $119.6 million at the end of 2017 and $146.3 million at the end of the first quarter of 2017.
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Revenues from Ameris’s warehouse lending division increased by $828,000, or 58.1%, during the first quarter of 2018 compared with the same period in 2017. The division experienced increased profitability due to stabilized expenses, allowing the net income for the division to increase 70.2% from $942,000 in the first quarter of 2017 to $1.6 million in the first quarter of 2018. Loan production increased from $647.4 million in the first quarter of 2017 to approximately $887.7 million in the current quarter.
Non-interest Expense.   Non-interest expense decreased $239,000 to $59.1 million during the first quarter of 2018, compared with $59.3 million in the fourth quarter of 2017. During the first quarter of 2018 and the fourth quarter of 2017, Ameris incurred pre-tax merger and conversion charges of  $835,000 and $421,000, respectively, as well as losses on the sale of premises totaling $583,000 and $308,000, respectively. In addition, Ameris incurred $434,000 of charges in the fourth quarter of 2017 in connection with exiting the consent order relating to Bank Secrecy Act compliance. Excluding these charges, operating expenses decreased approximately $494,000 to $57.7 million in the first quarter of 2018, down from $58.2 million in the fourth quarter of 2017.
During the first quarter of 2018, Ameris’s adjusted efficiency ratio declined to 59.95%, compared with 60.88% in the fourth quarter of 2017. Ameris’s adjusted net overhead ratio also declined to 1.62% in the first quarter of 2018, compared with 1.77% in the fourth quarter of 2017.
Salaries and benefits were stable in the first quarter of 2018 at $32.1 million, compared with $30.5 million in the fourth quarter of 2017. Compared with the same quarter in 2017, compensation costs have increased by $4.3 million, which relates to higher incentive pay, increased investment in Ameris’s Bank Secrecy Act function and new positions in the premium and equipment finance divisions.
Occupancy costs increased $321,000, or 5.5%, in the first quarter of 2018 to $6.2 million, from $5.9 million in the same quarter of 2017. Data processing and telecommunications costs for the quarter were $7.1 million, an increase of  $563,000, or 8.6%, over the first quarter of 2017. Total credit costs (provision and non-provision credit resolution-related costs) totaled $2.4 million in the first quarter of 2018, compared with $2.8 million in the same quarter in 2017 and $3.2 million in the fourth quarter of 2017.
Income Tax Expense.   Ameris’s effective tax rate for the first quarter of 2018 was 22.4%, compared with 32.6% during the same period last year. The decrease is a result of the legislation signed into law in December 2017, commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). This reduction in the federal tax rate positively impacted Ameris’s diluted earnings per share by $0.08 and return on assets by 17 basis points during the first quarter of 2018.
Balance Sheet Trends.   Total assets at March 31, 2018 were $8.02 billion, compared with $7.86 billion at December 31, 2017. Loans, including loans held for sale, totaled $6.30 billion at March 31, 2018, compared with $6.24 billion at December 31, 2017. During the quarter, growth in core loans (legacy and purchased non-covered loans) increased by $153.8 million, or 10.8% on an annualized basis. This loan growth was diversified across Ameris’s markets and types of loans, with all categories of legacy loans showing increases.
Loans outstanding for the new premium finance division grew from $482.5 million at the end of 2017 to $501.8 million at the end of the first quarter of 2018. Production during the first quarter of 2018 was $289.5 million in this division, compared with $241.7 million in the fourth quarter of 2017 and $251.6 million in the first quarter of 2017.
Investment securities at the end of the first quarter of 2018 were $880.8 million, or 11.9% of earning assets, compared with $853.1 million, or 11.7% of earning assets, at December 31, 2017.
Ameris experienced a normal and seasonal decline in deposit balances of approximately $180 million with total deposits ending the quarter at $6.45 billion. Compared with the same period in 2017, deposits have increased by $803.8 million, or 14.2%, as Ameris has aggressively pursued balances to fund its loan growth, despite being careful with respect to pricing and margins. Relative to total loan growth of $874.2 million, Ameris has funded approximately 92% of its incremental loan growth with related deposit growth and has seen the pace of deposit growth regularly increase.
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Shareholders’ equity at March 31, 2018 totaled $868.9 million, compared with $804.5 million at December 31, 2017. The increase in shareholders’ equity was the result of the issuance of shares of Ameris common stock in Ameris’s purchase of the remainder of US Premium Finance Holding Company, plus earnings of  $26.7 million during the quarter, partially offset by an increase in accumulated other comprehensive loss of  $9.5 million during the quarter. Tangible book value per share at March 31, 2018 was $16.90, up slightly compared with $16.60 per share at the end of the same quarter in 2017.
Reconciliation of Non-GAAP Financial Measures.   This “— Ameris Bancorp First Quarter 2018 Financial Results” section contains certain information determined by methods other than in accordance with GAAP. Ameris’s management uses these non-GAAP measures in its analysis of Ameris’s performance. These measures are useful when evaluating the underlying performance and efficiency of Ameris’s operations and balance sheet. Ameris’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. Ameris’s management believes that investors may use these non-GAAP financial measures to evaluate Ameris’s financial performance without the impact of unusual items that may obscure trends in Ameris’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
The following information reconciles the non-GAAP financial measures identified in the tables below, as of the dates presented, to the applicable financial measures calculated and presented in accordance with GAAP, as of the dates presented.
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%
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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
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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
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMERIS
The following selected historical consolidated financial data as of and for each of the years in the five-year period ended December 31, 2017, is derived from the audited consolidated financial statements of Ameris. The results of operations as of and for the year ended December 31, 2017, are not necessarily indicative of the results that may be expected for any future period. You should read the following selected historical consolidated financial data in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Ameris’s audited consolidated financial statements and accompanying notes, each 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. See “Documents Incorporated by Reference.”
Ameris’s “tangible book value per common share” is determined by methods other than in accordance with GAAP. See “— Reconciliation of Non-GAAP Financial Measures” below for a reconciliation of Ameris’s tangible book value per common share, a non-GAAP financial measure, to book value per common share, a financial measure calculated and presented in accordance with GAAP.
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
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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%
*
Excludes purchased non-covered and covered assets.
**
Excludes covered assets.
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Reconciliation of Non-GAAP Financial Measures
This proxy statement/prospectus and certain documents filed by Ameris with the SEC and incorporated by reference into this proxy statement/prospectus contain financial information determined by methods other than in accordance with GAAP. Ameris’s management uses these non-GAAP measures in its analysis of Ameris’s performance. These measures are useful when evaluating the underlying performance and efficiency of Ameris’s operations and balance sheet. Ameris’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. Ameris’s management believes that investors may use these non-GAAP financial measures to evaluate Ameris’s financial performance without the impact of unusual items that may obscure trends in Ameris’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Non-GAAP measures include tangible common equity and tangible book value per common share. Ameris calculates the regulatory capital ratios using current regulatory report instructions. Ameris’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of Ameris. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.
The following information reconciles Ameris’s tangible book value per common share, a non-GAAP financial measure, as of the dates presented to Ameris’s book value per common share, a financial measure calculated and presented in accordance with GAAP, as of the dates presented.
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
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HSB
The following selected historical consolidated financial data as of and for each of the years in the five-year period ended December 31, 2017, is derived from the audited consolidated financial statements of HSB. The results of operations as of and for the year ended December 31, 2017, are not necessarily indicative of the results that may be expected for any future period. You should read the following selected historical consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HSB,” included elsewhere in this proxy statement/​prospectus, and HSB’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2017, 2016 and 2015 (“HSB’s Audited Consolidated Financial Statements”), attached as Appendix E and Appendix F to this proxy statement/prospectus.
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
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TABLE OF CONTENTS
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%
*
Excludes purchased non-covered and covered assets.
**
Excludes covered assets.
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TABLE OF CONTENTS
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.”
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TABLE OF CONTENTS
Unaudited Pro Forma Combined Condensed Balance Sheet
As of December 31, 2017
(In thousands)
Ameris
As Reported
HSB
As Reported
Pro Forma
Adjustments
Pro Forma
Combined
Assets
Cash and due from banks
$ 139,313 $ 13,712 $ (65,850) A $ 87,175
Federal funds sold and interest-bearing deposits in banks
191,345 109,069 300,414
Investment securities available for sale, at fair value
810,873 179,036 107,774 B 1,097,683
Investment securities held to maturity, at amortized cost
106,814 (106,814) C
Other investments
42,270 13,810 56,080
Loans held for sale, at fair value
197,442 197,442
Loans
4,856,514 1,119,944 (20,000) D 5,956,458
Purchased loans
861,595 176,236 1,037,831
Purchased loan pools
328,246 328,246
Loans, net of unearned income
6,046,355 1,296,180 (20,000) 7,322,535
Allowance for loan losses
(25,791) (11,483) 11,483 E (25,791)
Loans, net
6,020,564 1,284,697 (8,517) 7,296,744
Other real estate owned, net
8,464 1,223 (306) F 9,381
Purchased other real estate owned, net
9,011 434 9,445
Total other real estate owned, net
17,475 1,657 (306) 18,826
Premises and equipment, net
117,738 28,418 146,156
Goodwill
125,532 17,477 198,678 G 341,687
Other intangible assets, net
13,496 1,769 13,688 H 28,953
Cash value of bank owned life insurance
79,641 4,426 84,067
Deferred income taxes, net
28,320 11,606 (1,414) I 38,512
FDIC indemnification assets, net
3,680 3,680
Other assets
72,194 10,467 82,661
Total assets
$ 7,856,203 $ 1,786,638 $ 137,239 $ 9,780,080
Liabilities
Deposits:
Noninterest-bearing
$ 1,777,141 $ 357,399 $ $ 2,134,540
Interest-bearing
4,848,704 1,192,276 (584) J 6,040,396
Total deposits
6,625,845 1,549,675 (584) 8,174,936
Federal funds purchased & securities sold under agreements to repurchase
30,638 30,638
Other borrowings
250,554 12,819 366 K 263,739
Subordinated deferrable interest debentures, net
85,550 3,093 (691) L 87,952
FDIC loss-share payable, net
8,803 8,199 17,002
Other liabilities
50,334 6,482 56,816
Total liabilities
7,051,724 1,580,268 (909) 8,631,083
Shareholders’ equity
Preferred stock
Common stock
38,735 407 6,106 M 45,248
Capital surplus
508,404 211,893 126,112 N 846,409
Retained earnings
273,119 273,119
Accumulated other comprehensive income (loss)
(1,280) (3,220) 3,220 O (1,280)
Treasury stock, at cost
(14,499) (2,710) 2,710 P (14,499)
Total shareholders’ equity
804,479 206,370 138,148 1,148,997
Total liabilities and shareholders’ equity
$ 7,856,203 $ 1,786,638 $ 137,239 $ 9,780,080
See “Note 4 — Preliminary Unaudited Pro Forma and Acquisition Accounting Adjustments” for explanation of acquisition accounting adjustments.
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TABLE OF CONTENTS
Unaudited Pro Forma Combined Condensed Income Statement
For the year ended December 31, 2017
(In thousands, except share and per share data)
Ameris
As Reported
HSB
As Reported
Pro Forma
Adjustments
Pro Forma
Combined
Interest income
Interest and fees on loans
$ 270,887 $ 74,483 $ 2,667 A $ 348,037
Interest on taxable securities
20,154 6,430 26,584
Interest on nontaxable securities
1,581 187 1,768
Interest on deposits in other banks
1,725 1,234 2,959
Interest on federal funds sold
27 27
Total interest income
294,347 82,361 2,667 379,375
Interest expense
Interest on deposits
$ 19,877 $ 5,499 $ 227 B $ 25,603
Interest on other borrowings
14,345 469 (233) C 14,581
Total interest expense
34,222 5,968 (6) 40,184
Net interest income
260,125 76,393 2,673 339,191
Provision for loan losses
8,364 217 8,581
Net interest income after provision for loan losses
$ 251,761 $ 76,176 $ 2,673 $ 330,610
Noninterest income
Service charges on deposit accounts
$ 42,054 $ 4,253 $ $ 46,307
Mortgage banking activity
48,535 524 49,059