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SUMMARY

This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer before you decide how to vote. In addition, we incorporate by reference important business and financial information about Ameris and Fidelity into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 159. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger (page 56)

Ameris and Fidelity have entered into the merger agreement pursuant to which Fidelity will merge with and into Ameris, with Ameris continuing as the surviving corporation. Immediately following the completion of the merger, Fidelity Bank will merge with and into Ameris Bank, with Ameris Bank continuing as the surviving bank.

The merger agreement governs the merger. The merger agreement is attached to this joint proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger are qualified in their entirety by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

The terms and conditions of the bank merger are set forth in a separate merger agreement (which we refer to as the “bank merger agreement”), which was executed by Ameris Bank and Fidelity Bank in connection with the execution of the merger agreement. The form of the bank merger agreement is attached to the merger agreement as Exhibit A.

The Merger Consideration (page 103)

If the merger is completed, each share of Fidelity common stock outstanding immediately prior to the effective time of the merger, except shares of Fidelity common stock held by Fidelity as treasury stock or shares owned by Ameris or by any wholly owned subsidiary of Ameris or Fidelity (other than (i) shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, by Ameris, Fidelity or any wholly owned subsidiary of Ameris or Fidelity in respect of a debt previously contracted), will be converted into the right to receive 0.80 shares of Ameris common stock. Fidelity shareholders who would otherwise be entitled to a fraction of a share of Ameris common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest whole cent) based on the average of the closing-sale prices of Ameris common stock for the five full trading days ending on the trading day preceding the closing date of the merger.

As a result of the foregoing, based on the number of shares of Ameris common stock and Fidelity common stock outstanding as of [•], the latest practicable trading date before the date of this joint proxy statement/prospectus, and based on the exchange ratio of 0.80, it is expected that Ameris shareholders will hold approximately [•]%, and Fidelity shareholders will hold approximately [•]%, of the shares of the combined company outstanding immediately after the effective time. Ameris common stock is listed on the Nasdaq under the symbol “ABCB,” and Fidelity common stock is listed on the Nasdaq under the symbol “LION.” The following table shows the closing sale prices of Ameris common stock and Fidelity common stock as reported on the Nasdaq, on December 14, 2018, the last trading day before the public announcement of the merger, and on [•], 2018, the latest practicable trading day before the date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Fidelity common stock, which we calculated by multiplying the closing price per share of Ameris common stock on those dates by the exchange ratio of 0.80.

Treatment of Fidelity Equity Awards (page 104)

At the effective time: (i) each outstanding Fidelity option will fully vest and be converted into an option to acquire, on the same terms and conditions as were applicable to such Fidelity option, the number of shares of Ameris common stock (rounded down to the nearest whole share), determined by multiplying (x) the number of shares of Fidelity common stock subject to such Fidelity stock option immediately prior to the effective time by (y) the exchange ratio, at an exercise price per share of Ameris common stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Fidelity common stock subject to such Fidelity stock option divided by (B) the exchange ratio; and (ii) each outstanding Fidelity restricted stock award will fully vest and be cancelled and converted into the right to receive the merger consideration in respect of each share of Fidelity common stock underlying such restricted stock award,including a payment in respect of any fractional shares (together with any accrued but unpaid dividends corresponding to the portion of the restricted stock award that vests).

Recommendation of the Fidelity Board of Directors (page 60)

The Fidelity board of directors has unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Fidelity and the Fidelity shareholders; and (ii) adopted the merger agreement and approved the execution, delivery and performance by Fidelity of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. The Fidelity board of directors unanimously recommends that the Fidelity shareholders vote “FOR” the merger proposal, “FOR” the Fidelity compensation proposal and “FOR” the Fidelity adjournment proposal. See “The Merger — Fidelity’s Reasons for the Merger; Recommendation of the Fidelity Board of Directors” beginning on page 60.

Opinion of Fidelity’s Financial Advisors (pages 65 and 78 and Annexes C and D)

Opinion of Sandler O’Neill & Partners, L.P.

On December 16, 2018, Sandler O’Neill & Partners, L.P. (which we refer to as “Sandler O’Neill”) rendered its oral opinion, which was later confirmed in writing, to the Fidelity board of directors to the effect that, as of the date of the opinion and based upon and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the exchange ratio was fair to the holders of Fidelity common stock, from a financial point of view. The full text of the Sandler O’Neill written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex C. Fidelity shareholders are urged to read the opinion in its entirety. Sandler O’Neill’s opinion speaks only as of the date of the opinion and was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Sandler O’Neill as of, the date of Sandler O’Neill’s opinion. The Sandler O’Neill written opinion is addressed to the Fidelity board of directors, is directed only to the fairness of the exchange ratio to the holders of Fidelity common stock, from a financial point of view, and does not constitute a recommendation as to how any Fidelity shareholder should vote with respect to the merger proposal, the Fidelity compensation proposal, or any other proposals presented at the Fidelity special meeting.

For further information, see “The Merger — Opinion of Sandler O’Neill & Partners, L.P.,” beginning on page 65.

Opinion of FIG Partners, LLC

On December 16, 2018, FIG Partners, LLC (which we refer to as “FIG Partners”) rendered its oral opinion, which was later confirmed in writing, to the Fidelity board of directors that, based upon and subject to the various considerations set forth in its opinion, the merger consideration to be paid to the Fidelity shareholders is fair to the Fidelity shareholders from a financial point of view. The full text of the FIG Partners written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex D. Fidelity shareholders are urged to read the opinion in its entirety. FIG Partners’ opinion speaks only as of the date of the opinion and was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to FIG Partners as of, the date of its opinion. The FIG Partners written opinion is addressed to the Fidelity board of directors, is directed only to the fairness of the merger consideration to the holders of Fidelity common stock, from a financial point of view, and does not constitute a recommendation as to how any Fidelity shareholder should vote with respect to the merger proposal, the Fidelity compensation proposal or any other proposals presented at the Fidelity special meeting.

For further information, see “The Merger — Opinion of FIG Partners, LLC,” beginning on page 78.

Recommendation of the Ameris Board of Directors (page 86)

The Ameris board of directors has unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Ameris and the Ameris shareholders; and (ii) adopted the merger agreement and approved the execution, delivery and performance by Ameris of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and the Ameris share issuance. The Ameris board of directors unanimously recommends that Ameris shareholders vote “FOR” the Ameris share issuance proposal and “FOR” the Ameris adjournment. See “The Merger — Ameris’s Reasons for the Merger; Recommendation of the Ameris Board of Directors” beginning on page 86.

Opinion of Ameris’s Financial Advisor (page 88 and Annex E)

On December 16, 2018, Stephens Inc. (which we refer to as “Stephens”) rendered its oral opinion, which was later confirmed in writing, to the Ameris board of directors that, as of the date of the opinion and based upon and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the consideration to be given by Ameris in the merger is fair to Ameris from a financial point of view. The full text of the Stephens written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex E. Ameris shareholders are urged to read the opinion in its entirety. Stephens’s opinion speaks only as of the date of the opinion and was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Stephens as of, the date of Stephens’s opinion. The Stephens written opinion is addressed to the Ameris board of directors, is directed only to the fairness to Ameris of the consideration to be given by Ameris in the merger, from a financial point of view, and does not constitute a recommendation as to how any Ameris shareholder should vote with respect to the Ameris share issuance proposal or any other proposal presented at the Ameris special meeting.

For further information, see “The Merger — Opinion of Stephens Inc.,” beginning on page 88.

Fidelity Special Meeting (page 113)

The Fidelity special meeting will be held on [•], at [•] a.m. Eastern Time, at [•]. At the Fidelity special meeting, Fidelity shareholders will be asked to approve the merger proposal, the Fidelity compensation proposal and the Fidelity adjournment proposal (if necessary or appropriate).

The Fidelity board of directors has fixed the close of business on [•] as the record date for determining the holders of Fidelity common stock entitled to receive notice of, and to vote at, the Fidelity special meeting. As of the Fidelity record date, there were [•] shares of Fidelity common stock outstanding and entitled to vote at the Fidelity special meeting held by [•] holders of record.

The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Fidelity common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Fidelity special meeting.

Each share of Fidelity common stock entitles the holder thereof to one vote at the Fidelity special meeting on each proposal to be considered at the Fidelity special meeting. As of the Fidelity record date, directors and executive officers of Fidelity and their affiliates owned and were entitled to vote [•] shares of Fidelity common stock, representing approximately [•]% of the shares of Fidelity common stock issued and outstanding on that date.

Each director of Fidelity who beneficially owns 1% or more of the outstanding Fidelity common stock, solely in such director’s capacity as a Fidelity shareholder, has entered into a voting and support agreement with Ameris and Fidelity, the form of which is attached as Annex B to this joint proxy statement/​prospectus (which we refer to as the “voting agreement”), pursuant to which such director has agreed to vote in favor of the merger proposal and against any alternative acquisition proposal. As of the Fidelity record date, the directors of Fidelity who are parties to the voting agreement were entitled to vote approximately [•] shares of Fidelity common stock representing approximately [•]% of the shares of Fidelity common stock outstanding on that date.

Fidelity currently expects that its directors who are not party to the voting agreement and its executive officers will vote their shares in favor of the merger proposal, the Fidelity compensation proposal and the Fidelity adjournment proposal (if necessary or appropriate), although none of them has entered into any agreements obligating them to do so. As of the record date, Ameris did not beneficially hold any shares of Fidelity common stock.

Approval of the merger proposal requires the affirmative vote of at least 662∕3% of the outstanding shares of Fidelity common stock entitled to vote thereon. Assuming a quorum is present, approval of the Fidelity compensation proposal and Fidelity adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Fidelity special meeting. Fidelity shareholders must approve the merger proposal in order for the merger to occur. Fidelity shareholders are not, however, required to approve the Fidelity compensation proposal or the Fidelity adjournment proposal in order for the merger to occur.

Ameris Special Meeting (page 48)

The Ameris special meeting will be held on [•], at [•] a.m. Eastern Time, at [•]. At the Ameris special meeting, Ameris shareholders will be asked to approve the Ameris share issuance proposal and the Ameris adjournment proposal (if necessary or appropriate).

The Ameris board of directors has fixed the close of business on [•] as the record date for determining the holders of Ameris common stock entitled to receive notice of, and to vote at, the Ameris special meeting. As of the Ameris record date, there were [•] shares of Ameris common stock outstanding and entitled to vote at the Ameris special meeting held by [•] holders of record.

The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Ameris common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Ameris special meeting.

Each share of Ameris common stock entitles the holder thereof to one vote at the Ameris special meeting on each proposal to be considered at the Ameris special meeting. As of the Ameris record date, directors and executive officers of Ameris and their affiliates owned and were entitled to vote [•] shares of Ameris common stock, representing approximately [•]% of the shares of Ameris common stock issued and outstanding on that date.

Ameris currently expects that its directors and executive officers will vote their shares in favor of the Ameris share issuance proposal and the Ameris adjournment proposal (if necessary or appropriate), although none of them has entered into any agreements obligating them to do so. As of the record date, Fidelity did not beneficially hold any shares of Ameris common stock.

Assuming a quorum is present, approval of each of the Ameris share issuance proposal and Ameris adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting. Ameris shareholders must approve the Ameris share issuance proposal in order for the merger to occur. If Ameris shareholders fail to approve the Ameris share issuance proposal, the merger will not occur. Ameris shareholders are not, however, required to approve the Ameris adjournment proposal in order for the merger to occur. If Ameris shareholders fail to approve the Ameris adjournment proposal, but approve the Ameris share issuance proposal, the merger may nonetheless occur.

Interests of Fidelity’s Directors and Executive Officers in the Merger (page 95)

In considering the recommendation of the Fidelity board of directors with respect to the merger, Fidelity shareholders should be aware that Fidelity’s directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of Fidelity shareholders generally. The Fidelity board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Fidelity shareholders vote to approve the merger proposal.

These interests include, among others:

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at the effective time, each Fidelity option will fully vest and convert into a stock option of equivalent value to purchase shares of Ameris common stock, and each Fidelity restricted stock award will fully vest and convert into the right to receive the merger consideration in respect of each share of Fidelity common stock subject to such award;

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James B. Miller, Jr., H. Palmer Proctor, Jr., Gloria A. O’Neal, Rodney D. Bullard and Wm. Millard Choate, each a member of the Fidelity board of directors, will be appointed to serve on the Ameris and Ameris Bank boards of directors at the effective time;

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Mr. Miller, Chairman and Chief Executive Officer of Fidelity, will become Executive Chairman of Ameris and Ameris Bank at the effective time, pursuant to the terms of an employment agreement he entered into with Ameris and Ameris Bank, which agreement provides for certain payments in connection with the effective time or a qualifying termination of employment thereafter;

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Mr. Proctor, President of Fidelity and Chief Executive Officer of Fidelity Bank, will become President of Ameris and Chief Executive Officer of Ameris Bank at the effective time, pursuant to the terms of an employment agreement he entered into with Ameris and Ameris Bank, which agreement provides for certain payments in connection with the effective time or a qualifying termination of employment thereafter;

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Charles D. Christy, Chief Financial Officer of Fidelity, and David Buchanan, Vice President of Fidelity, are party to executive continuity agreements with Fidelity that provide for severance benefits upon a qualifying termination of employment;

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the salary continuation agreements between Fidelity and its executive officers (other than Mr. Christy) will be paid out in connection with the merger; and

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Fidelity’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

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For a more complete description of these interests, see the section entitled “The Merger — Interests of Fidelity’s Directors and Executive Officers in the Merger” and “The Merger — Merger-related Compensation for Fidelity’s Named Executive Officers” beginning on pages 95 and 99, respectively.

Appraisal Rights in the Merger (page 101)

Under the Georgia Business Corporations Code (which we refer to as the “GBCC”), which is the law under which Fidelity is incorporated, Fidelity shareholders will not be entitled to any appraisal rights or dissenters’ rights in connection with the merger.

For more information, see “The Merger — Appraisal Rights in the Merger,” beginning on page 101.

Agreement Not to Solicit Other Offers (page 113)

Under the terms of the merger agreement, Fidelity has agreed not to take any action to initiate, solicit, seek, knowingly facilitate or encourage any inquiries or expressions of interest or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, or participate in any discussions or negotiations regarding, or furnish, or otherwise afford access, to any person or entity any nonpublic information or data relating to, or approve, endorse or recommend, or enter into any agreement in principle, arrangement, understanding, contract or agreement (other than a confidentiality agreement described in this paragraph) relating to, any acquisition proposal. Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, Fidelity may take any of the actions described in the preceding sentence in response to an unsolicited, bona fide written acquisition proposal received by Fidelity prior to the Fidelity special meeting if, but only if, (i) the Fidelity board of directors determines in good faith (in accordance with the merger agreement and after consultation with its outside legal counsel and independent financial advisor) that such acquisition proposal constitutes, or is reasonably likely to result in, a proposal which is superior to the merger with Ameris and a failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties to Fidelity and its shareholders under applicable law, (ii) Fidelity provides Ameris with prompt (and in any event within twenty-four (24) hours) notice of such determination and (iii) prior to furnishing or affording access to any information or data with respect to Fidleity or otherwise relating to such acquisition proposal, Fidelity receives from such person or entity a confidentiality agreement with terms no less favorable to Fidelity than those contained in the confidentiality agreement between Fidelity and Ameris.

Conditions to Complete the Merger (page 115)

The obligations of Ameris and Fidelity to complete the merger are each subject to the satisfaction or waiver of certain conditions, including:

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the approval of the Ameris share issuance by the requisite vote of Ameris shareholders (which we refer to as the “Ameris shareholder approval”);

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the approval of the merger agreement and the transactions contemplated thereby, including the merger, by the requisite vote of Fidelity shareholders (which we refer to as the “Fidelity shareholder approval”);

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the receipt and effectiveness of the requisite regulatory approvals contemplated by the merger agreement, without the imposition of any materially burdensome regulatory condition (as defined in the merger agreement and discussed under “The Merger Agreement — Regulatory Matters” beginning on page 111), and the expiration or termination of all statutory waiting periods in respect thereof;

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the approval for listing on the Nasdaq of the shares of Ameris common stock to be issued in the merger;

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the parties’ standing ready to complete the bank merger immediately after the merger;

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effectiveness of the registration statement on Form S-4, of which this joint proxy statement/​prospectus forms a part, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose;

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the absence of any law or order enacted or issued by any governmental authority which has the effect of making illegal or preventing or prohibiting the completion of the transactions contemplated by the merger agreement;

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subject to certain exceptions, the accuracy of the representations and warranties of the other party, generally subject to a material adverse effect qualification;

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performance and compliance in all material respects by the other party of its covenants and obligations required by the merger agreement to be performed or complied with prior to or at the closing date of the merger;

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receipt by such party of an opinion from its legal counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

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the absence of any event, change, occurrence, circumstance, condition, effect or development that has had, or may reasonably be expected to have, a material adverse effect on the other party since December 17, 2018.

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Neither Ameris nor Fidelity can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For more information, see “The Merger Agreement — Conditions to Complete the Merger,” beginning on page 115.

Termination of the Merger Agreement; Termination Fee (pages 116 and 117)

The merger agreement may be terminated at any time by Ameris or Fidelity prior to the closing date of the merger:

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by mutual written consent;

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by either party if the merger does not close by December 31, 2019, except that a party may not terminate the merger agreement for this reason if the failure of the closing to occur by such date was caused by or resulted from such party’s failure to fulfill any obligation under the merger agreement;

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by either party in the event of a breach by the other party of any representation, warranty or obligation contained in the merger agreement, which breach has not been or cannot be cured within 30 days after the giving of written notice to the non-terminating party of such breach and which breach would be reasonably likely to result in a failure to satisfy any applicable closing condition, provided that the terminating party is not then in material breach of the merger agreement;

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by either party if final action has been taken by a regulatory agency whose approval is required in connection with the merger agreement or the bank merger agreement, which final action has become nonappealable and does not approve the merger agreement or the bank merger agreement or the transactions contemplated thereby, or any governmental authority enacts or enters a law or final nonappealable judgment which would make illegal the consummation of the transactions contemplated by the merger agreement or the bank merger agreement;

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by either party (provided that such party is not in breach of its obligations under the merger agreement with respect to obtaining its shareholders’ approval), if the Ameris shareholder approval is not obtained at the Ameris special meeting or the Fidelity shareholder approval is not obtained at the Fidelity special meeting;

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by Ameris prior to the time the Fidelity shareholder approval is obtained if the Fidelity board of directors (or any committee thereof) fails to recommend that Fidelity shareholders approve the merger agreement or makes an adverse recommendation change (as defined in the merger agreement and discussed under “The Merger Agreement — Adverse Recommendation Change” beginning on page 114), or Fidelity has materially breached its obligations with respect to obtaining the Fidelity shareholder approval or alternative acquisition proposals; and

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by Fidelity, prior to obtaining the Fidelity shareholder approval, to enter into an agreement relating to a superior proposal (as defined in the merger agreement and discussed under “The Merger Agreement — Agreement Not to Solicit Other Offers” beginning on page 113), provided that Fidelity has complied in all material respects with its obligations with respect to obtaining the Fidelity shareholder approval and alternative acquisition proposals.

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If the merger agreement is terminated under certain circumstances, Fidelity may be required to pay to Ameris a termination fee equal to $29,000,000. This termination fee could discourage other companies from seeking to acquire or merge with Fidelity.

For more information, see “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fee” beginning on pages 116 and 117, respectively.

Regulatory Approvals Required for the Merger (page 23)

Subject to the terms of the merger agreement, both Ameris and Fidelity have agreed to use their reasonable best efforts to obtain all regulatory approvals required or advisable to consummate and make effective, in the most expeditious manner practicable, 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 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 the combined company after the completion of the merger. We make no assurance that the regulatory approvals received will not contain any condition applicable to Ameris, Fidelity or any of their respective subsidiaries that would result in the imposition of a materially burdensome regulatory condition.

For more information, see “The Merger — Regulatory Approvals Required for the Merger,” beginning on page 23.

Comparison of Shareholders’ Rights (page 143)

The rights of Fidelity shareholders will change as a result of the merger due to differences in Ameris’s and Fidelity’s articles of incorporation and bylaws. Rights of Fidelity shareholders are currently governed by Fidelity’s articles of incorporation and bylaws and Georgia law. Upon the completion of the merger, Fidelity shareholders immediately prior to the effective time will become shareholders of Ameris, as the continuing legal entity in the merger, and the rights of Fidelity shareholders will thereafter be governed by Ameris’s articles of incorporation and bylaws and Georgia law. The differences in shareholder rights are explained more fully in “Comparison of Shareholders’ Rights” beginning on page 143.

Risk Factors (page 35)

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/​prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 35.

Accounting Treatment of the Merger (page 119)

Ameris will account for the merger as a business combination using the acquisition method of accounting for financial reporting purposes.

Material U.S. Federal Income Tax Consequences of the Merger (page 29)

It is intended that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the merger that Ameris and Fidelity receive written opinions from their respective legal counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, a U.S. holder of Fidelity common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Fidelity common stock for shares of Ameris common stock pursuant to the merger, except with respect to cash received instead of fractional shares of Ameris common stock. For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 29.

All holders of Fidelity common stock should consult their own tax advisors for a full understanding of the particular tax consequences of the merger to them.

The Parties (page 54)

Ameris Bancorp

Ameris Bancorp is a bank holding company whose business is conducted primarily through Ameris Bank, a Georgia state-chartered bank and a wholly owned subsidiary of Ameris. Through Ameris Bank,

Ameris provides a full range of banking services to its retail and commercial customers through 125 branches primarily concentrated in select markets in Georgia, Alabama, Florida and South Carolina. These branches serve distinct communities in Ameris’s business areas with autonomy but do so as one bank, leveraging its favorable geographic footprint in an effort to acquire more customers. Deposits with Ameris Bank are insured, up to applicable limits, by the FDIC.

Throughout Ameris’s history, Ameris’s strategy has been focused on growing the franchise in Ameris’s historical markets and in select new markets that Ameris has entered through acquisitions. Ameris believes its strategy has resulted in a consistent record of strong growth over an extended period of time, as Ameris has grown from $2.11 billion in total assets at December 31, 2007 to $11.43 billion in total assets at September 30, 2018. At September 30, 2018, Ameris also had total loans (net of allowance for loan losses) of $8.50 billion, total deposits of  $9.18 billion and shareholders’ equity of  $1.40 billion.

Ameris common stock is listed on the Nasdaq under the symbol “ABCB.”

Ameris Bancorp’s principal executive office is located at 310 First Street, S.E., Moultrie, Georgia 31768, and its telephone number at that location is (229) 890-1111. Ameris’s website is http://www.amerisbank.com. The information on Ameris’s website is not part of this joint proxy statement/prospectus, and the reference to Ameris’s website address does not constitute incorporation by reference of any information on that website into this joint proxy statement/prospectus. Additional information about Ameris and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 159.

Fidelity Southern Corporation

Fidelity Southern Corporation is a bank holding company headquartered in Atlanta, Georgia. Fidelity conducts operations primarily through Fidelity Bank, a state chartered wholly-owned subsidiary bank. Fidelity Bank was organized as a national banking corporation in 1973 and converted to a Georgia chartered state bank in 2003. LionMark Insurance Company is a wholly-owned subsidiary of Fidelity and is an insurance agency offering consumer credit related insurance products. Fidelity also owns three subsidiaries established to issue trust preferred securities. Deposits with Fidelity Bank are insured, up to applicable limits, by the FDIC.

Since Fidelity’s inception in 1973, it has pursued managed, profitable growth through providing quality financial services. Fidelity’s mission is to continue growth, improve earnings and increase shareholder value; to treat customers, employees, community and shareholders according to the “Golden Rule”; and to operate within a culture of strong internal controls. Fidelity’s franchise primarily spans the metropolitan Atlanta, Jacksonville, Orlando, Tallahassee and Sarasota-Bradenton, Florida markets. Fidelity also conducts indirect automobile lending in Georgia and Florida and residential mortgage lending throughout the South. Small business administration lending has a nation-wide footprint.

At September 30, 2018, Fidelity had $4.81 billion in total assets, total loans (net of allowance for loan losses) of  $3.68 billion, total deposits of  $4.05 billion and total shareholders’ equity of  $432.10 million.

Fidelity common stock is listed on the Nasdaq under the symbol “LION.”

Fidelity’s principal executive office is located at 3490 Piedmont Road, Suite 1550, Atlanta, Georgia 30305, and its telephone number at that location is (404) 639-6500. Fidelity’s website is http://www.fidelitysouthern.com. The information on Fidelity’s website is not part of this joint proxy statement/​prospectus, and the reference to Fidelity’s website address does not constitute incorporation by reference of any information on that website into this joint proxy statement/prospectus. Additional information about Fidelity and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 159.

Ameris Bancorp Year End 2018 Financial Results

On January 25, 2019, Ameris issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2018. The press release was included as an exhibit to the Current Report on Form 8-K furnished to the SEC by Ameris on January 25, 2019.

Ameris’s audited consolidated financial statements for year ended December 31, 2018 are not yet available. Accordingly, the financial results presented below are preliminary and subject to the completion of Ameris’s financial closing procedures and any adjustments that may result from the completion of the review of its consolidated financial statements. As a result, these preliminary results may differ from the actual results that will be reflected in Ameris’s audited consolidated financial statements for the year ended December 31, 2018 when they are completed and publicly disclosed. These preliminary results may change and those changes may be material.

Ameris’s expectations with respect to its unaudited results for the period discussed below are based upon management estimates and are the responsibility of management. Ameris’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary results and, accordingly, does not express an opinion or any other form of assurance about them.

Results of Operations

Ameris reported net income of  $121.0 million, or $2.80 per diluted share, for the year ended December 31, 2018, compared with $73.5 million, or $1.98 per diluted share, for 2017. For the quarter ending December 31, 2018, reported results include net income of  $43.5 million, or $0.91 per diluted share, compared with $9.2 million, or $0.24 per diluted share, for the same period in 2017.

Net interest income on a tax-equivalent basis increased 30.1% in 2018 to $347.5 million, up from $267.1 million for 2017. Growth in earning assets from Ameris’s two acquisitions in 2018, as well as internal sources, contributed to the increase. Average earning assets increased 31.1% in 2018 to $8.86 billion, compared with $6.76 billion for 2017. Although Ameris’s net interest income increased, net interest margin for 2018 declined only slightly to 3.92%, compared with 3.95% for 2017. Yields on earning assets in 2018 were 4.71%, compared with 4.46% in 2017. Accretion income for 2018 increased to $11.8 million, or 2.6% of total revenue, compared with $10.6 million, or 2.9%, respectively, for 2017.

Ameris’s net interest margin was 3.91% for the fourth quarter of 2018, down slightly from 3.92% reported for the third quarter of 2018 and 3.94% reported for the fourth quarter of 2017. Accretion income for the fourth quarter of 2018 increased to $4.1 million, compared with $3.7 million for the third quarter of 2018, and up from $2.2 million reported for the fourth quarter of 2017.

Total interest expense for 2018 was $69.9 million, compared with $34.2 million for 2017. Deposit costs increased during 2018 to 0.62%, compared with 0.34% for 2017. Noninterest-bearing deposits represented 27.5% of the total average deposits for 2018, compared with 28.6% for 2017.

Interest expense during the fourth quarter of 2018 moved higher to $23.2 million, compared with $22.1 million in the third quarter of 2018 and $10.0 million in the fourth quarter of 2017. Ameris’s total cost of funds moved 4 basis points higher to 0.94% in the fourth quarter of 2018 as compared with the third quarter of 2018. Deposit costs increased 10 basis points during the fourth quarter of 2018 to 0.79%, compared with 0.69% in the third quarter of 2018. Costs of interest-bearing deposits increased during the quarter from 0.93% in the third quarter of 2018 to 1.09% in the fourth quarter, with the material portion of the increase relating to NOW and MMDA accounts.

Non-interest income increased 13.4% in 2018 to $118.4 million, compared with $104.5 million for 2017, as a result of increased service charges and mortgage banking activity during 2018. Service charge revenue increased $4.1 million, or 9.7%, during 2018 due to Ameris’s increased number of deposit accounts from organic growth and the acquisitions completed in 2018. Revenue in the retail mortgage group totaled $71.7 million in 2018, an increase of 18.5%, compared with $60.5 million in 2017. Net income for Ameris’s retail mortgage division was $4.0 million for the fourth quarter of 2018, compared with $3.7 million in the third quarter of 2018 and $2.2 million for the fourth quarter of 2017. Profitability in Ameris’s warehouse lending group continued to increase, as revenues from the division increased 45.9% during the year, from $7.6 million for 2017 to $11.1 million in 2018. Net income for the division increased 86.8% from $4.3 million in 2017 to $8.1 million in 2018. Net income for Ameris’s warehouse lending division was $2.0 million for the fourth quarter of 2018, compared with $2.2 million for the third quarter of 2018 and $1.4 million for the fourth quarter of 2017.

Non-interest expense increased $61.7 million, or 26.6%, to $293.6 million for the year ended December 31, 2018, compared with $231.9 million for 2017. During 2018, Ameris recorded $31.8 million of charges to earnings, the majority of which were related to merger and conversion activity and executive retirement, compared to $7.8 million in 2017 that were mostly merger and compliance oriented. Excluding these charges, adjusted expenses increased approximately $37.6 million, or 16.8%, to $261.8 million in 2018, up from $224.2 million in 2017. Growth in operating expenses in 2018 amounted to 1.57% of growth in average assets, materially lower than Ameris’s gross overhead ratio for 2017 at 3.06%.

Ameris’s recorded income tax expense of  $30.5 million for the year ended December 31, 2018 compared with $50.7 million for the year ended December 31, 2017. The effective tax rate was 20.1% for the year end December 31, 2018, significantly lower than effective tax rate of 40.8% for 2017 due to the Tax Cuts and Jobs Act that was enacted in the fourth quarter of 2017.

Balance Sheet Trends

Total assets increased $3.59 billion, or 45.7%, during 2018. Total loans, including loans held for sale, purchased loans and purchased loan pools, were $8.62 billion at the end of 2018, compared with $6.24 billion at the end of 2017. Excluding the effects of recent acquisitions, growth in core loans (including legacy and purchased non-covered loans) totaled $482.6 million, or 8.5%, during 2018, compared with $941.0 million, or 20.3%, in 2017.

At December 31, 2018, total deposits amounted to $9.65 billion, or 97.4% of total funding, compared with $6.63 billion and 94.8%, respectively, at December 31, 2017. Excluding Ameris’s recently completed acquisitions and brokered funds, deposits increased $549.7 million, or 8.6%. At December 31, 2018, noninterest-bearing deposit accounts were $2.52 billion, or 26.1% of total deposits, compared with $1.78 billion, or 26.8% of total deposits, at December 31, 2017. Non-rate sensitive deposits (including non-interest bearing, NOW and savings) totaled $4.60 billion at December 31, 2018, compared with $3.52 billion at the end of 2017. These funds represented 47.6% of Ameris’s total deposits at the end of 2018, compared with 53.1% at the end of 2017.

Shareholders’ equity at December 31, 2018 totaled $1.46 billion, an increase of  $651.9 million, or 81.0%, from December 31, 2017. The increase in shareholders’ equity was the result of the issuance of new shares of Ameris common stock in Ameris’s recent acquisitions, plus earnings of  $121.0 million during 2018. Tangible book value per common share was $18.83 at the end of 2018, up from $17.78 at September 30, 2018 and $17.86 at the end of 2017. Tangible common equity as a percentage of tangible assets was 8.22% at the end of 2018, compared with 7.77% at the end of the third quarter of 2017 and 8.62% at the end of 2017.

Ameris’s “tangible book value per common share” is determined by methods other than in accordance with generally accepted accounting principles in the United States (which we refer to as “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, and see “Selected Historical Consolidated Financial Data of Ameris — Reconciliation of Non-GAAP Financial Measures” for a discussion of Ameris’s management’s use of non-GAAP financial measures.

During the fourth quarter of 2018, Ameris recorded provision for loan loss expense of  $3.7 million, compared with $2.1 million in the third quarter of 2018. The increase in provision expense is mostly attributable to increased general reserves on consumer and premium finance loans based on loss history and agricultural loans affected by Hurricane Michael. Nonperforming assets as a percentage of total assets decreased five basis points to 0.55% during the quarter.

Reconciliation of Non-GAAP Financial Measures

The following information reconciles Ameris’s tangible book value per common share, a non-GAAP financial measure, as of the periods presented to Ameris’s book value per common share, a financial measure calculated and presented in accordance with GAAP, as of the periods presented.

Fidelity Southern Corporation Year End 2018 Financial Results

On January 17, 2019, Fidelity issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2018. The press release was included as an exhibit to the Current Report on Form 8-K furnished to the SEC by Fidelity on January 18, 2019.

Fidelity’s audited consolidated financial statements for year ended December 31, 2018 are not yet available. Accordingly, the financial results presented below are preliminary and subject to the completion of Fidelity’s financial closing procedures and any adjustments that may result from the completion of the review of its consolidated financial statements. As a result, these preliminary results may differ from the actual results that will be reflected in Fidelity’s audited consolidated financial statements for the year ended December 31, 2018 when they are completed and publicly disclosed. These preliminary results may change and those changes may be material.

Fidelity’s expectations with respect to its unaudited results for the period discussed below are based upon management estimates and are the responsibility of management. Fidelity’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary results and, accordingly, does not express an opinion or any other form of assurance about them.

Results of Operations

Fidelity reported net income of  $43.8 million, or $1.61 per diluted share, for the year ended December 31, 2018, compared with $39.8 million, or $1.49 per diluted share, for 2017. For the quarter ending December 31, 2018, reported results include net income of  $9.9 million, or $0.36 per diluted share, compared with $12.4 million, or $0.46 per diluted share, for the same period in 2017.

Interest income for the quarter ended December 31, 2018 of  $48.3 million was higher by $1.4 million, compared to the prior quarter, driven by moderate increases in loan, investment and Fed Funds income. Although average loans decreased by $105.5 million for the quarter, $70.2 million of this was due to a decrease in lower yielding indirect loans, which were partially replaced in the portfolio mix with higher yielding commercial and SBA loans. An increase in average investment securities of  $57.5 million and an increase in average Fed Funds and bank deposit balances of  $33.7 million also contributed to higher interest income. The yield on total average interest-bearing assets also increased 14 basis points from the previous quarter. As compared to the same period in the prior year, interest income increased by $6.6 million as average loans increased by $172.7 million and the yield on total average interest-bearing assets increased by 35 basis points, as market interest rates rose year over year. Interest income was $181.4 million for the year ended December 31, 2018, an increase of  $23.5 million compared to the same period in the prior year, primarily due to an increase of 21 basis points in the yield on loans and an increase of  $324.7 million in average loans.

Interest expense of  $8.7 million increased slightly by $588,000, or 7.2%, for the quarter ended December 31, 2018 as average FHLB borrowings increased by $8.8 million. As compared to the fourth quarter of the prior year, interest expense increased by $2.9 million. Rising market rates paid on money

market deposits and CD’s drove the increase, as well as increased volume and rates for short term borrowings. For the year ended December 31, 2018, interest expense increased by $9.2 million, or 40.3%, compared to previous year, as market rates and deposit balances increased over the twelve months ended December 31, 2018.

The net interest margin was 3.54% for the quarter ended December 31, 2018 compared to 3.45% in the previous quarter, an increase of 9 basis points. Loan coupon yields, excluding fees, SBA discount accretion, and accretable yields, increased faster than deposit and borrowing costs during the quarter.

The yield on total average interest-bearing liabilities increased by only 9 basis points while the yield on total average interest-earning assets increased by 14 basis points from 4.18% to 4.32%. Average loans decreased by $105.5 million, of which $70.2 million was a decrease in lower yielding indirect auto loans. Higher yielding investment securities increased by $57.5 million as Fidelity Bank’s strategy to reposition its balance sheet continues to occur.

Average total interest-bearing liabilities decreased by $24.2 million, average deposits decreased by $33.1 million, offset by an increase in average borrowings of  $8.8 million in order to help fund loan production.

As compared to the same period a year ago, the net interest margin for the quarter ended December 31, 2018 increased by 12 basis points to 3.54% from 3.42%, primarily due to a 35 basis point increase in the yield on total average interest-earning assets of  $4.4 billion, offset by an increase of 35 basis points in the yield on total average interest-bearing liabilities of  $3.1 billion. Average earning assets increased by $271.6 million, primarily due to an increase in average loans over the year. Average interest-bearing liabilities increased by $117.8 million, primarily driven by an increase in average borrowings of  $146.7 million, offset by a decrease in average interest-bearing deposits of  $29.0 million.

On a linked-quarter basis, noninterest income for the quarter ended December 31, 2018 decreased by $2.6 million, or 7.7%, largely due to a decrease in other noninterest income of  $2.8 million, primarily due to the $2.6 million death benefit received from life insurance policies during the previous quarter. Mortgage banking activities decreased by $1.9 million, or 8.1%, as gross mortgage revenue decreased by $2.8 million and mortgage production also decreased by $121.6 million. These decreases were offset by an increase in SBA lending activities of  $2.5 million, mainly due to a large SBA loan sale in December, as well as an increase in SBA loan closings during the quarter. Compared to the same period a year ago, noninterest income for the quarter increased by $2.2 million, primarily due to a $2.9 million increase in SBA banking activities, as SBA loan sales were higher in the current quarter as discussed above. For the year ended December 31, 2018, noninterest income increased by $3.9 million as all sources of noninterest income increased, except for indirect lending activities, which decreased by $7.3 million, as indirect loan sales and production decreased significantly during the year.

On a linked-quarter basis, total noninterest expense for the quarter ended December 31, 2018 increased by $528,000, or 0.9%, mainly due to an increase in other expenses of  $2.4 million, of which $1.2 million were merger related expenses. This increase was offset by a decrease in commissions expense of  $1.7 million from lower mortgage loan originations for the quarter. Compared to the prior year quarter, noninterest expense of  $56.1 increased by $3.2 million, or 6.1%. Salaries and employee benefits increased by $3.2 million, or 12.4%, compared to the same quarter in 2017, primarily due to $2.6 million of merger related expenses. For the year ended December 31, 2018, total noninterest expense increased $14.4 million compared to the previous year, of which $10.2 million was due to an increase in salaries and benefits. Salaries increased by $3.8 million, partially due to a $2.7 million increase in employee incentives due to performance and related to the balance sheet strategies implemented earlier in the year, and from a comparison perspective, no executive incentives were paid in 2017. Other expense increased by $2.8 million, of which $1.2 million was merger related expenses.

On a linked-quarter basis, income tax expense for the quarter ended December 31, 2018 remained relatively flat. The effective tax rate increased to 28% from 23% due to a $2.6 million tax-free death benefit received from life insurance policies in the previous quarter. For the year ended December 31, 2018, income tax expense decreased by $1.5 million as the effective tax rate decreased from 28% to 24% primarily as a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, which included, among other things, a reduction in the federal corporate income tax rate from 35% to 21% from the beginning of the tax year 2018 going forward.

Balance Sheet Trends

Total assets decreased by $78.3 million, or 1.6%, during the quarter, to $4.7 billion at December 31, 2018, primarily due to a decrease of  $153.5 million in total loans. This decrease was primarily due to a decrease in loans held for sale of  $132.0 million, as well as a decrease of  $21.5 million in loans held for investment. The decrease in loans held for sale was primarily in mortgage loans, which decreased $102.7 million, as seasonal production decreased. Other assets also decreased by $3.0 million.

Offsetting these decreases, investments increased by $42.2 million as Fidelity Bank continues to increase its investments available-for-sale portfolio as part of its strategy to reposition the balance sheet to higher yielding assets. Cash balances also increased by $29.6 million for the quarter. Loan servicing assets also increased by $3.4 million.

Total assets grew by $156.9 million, or 3.4%, to $4.7 billion at December 31, 2018, compared to $4.6 billion at December 31, 2017. Primary drivers for the year over year growth were an increase in cash of $26.0 million and an increase in investments available-for-sale of  $131.5 million as Fidelity Bank repositioned its balance sheet to higher yielding investments over the year.

Total loans, including loans held for sale, decreased during the quarter by $153.5 million, or 3.8%, to $3.9 billion at December 31, 2018. This reduction was primarily due to a decrease in loans held for sale of $132.0 million, primarily mortgage loans held for sale, which accounted for $102.7 million of the decrease.

Total loans decreased by $13.9 million, or 0.4%, compared to December 31, 2017, as loans held for sale decreased by $118.5 million, offset by an increase in loans held for investment of  $104.5 million. Loans held for sale decreased due to lower sales of mortgage loans and indirect auto loans. The growth in loans was primarily in commercial and mortgage loans, while average indirect auto loans for the quarter decreased by $70.2 million.

Compared to 2017, the provision for loan losses for the year increased by $1.2 million, or 29.1%, mainly due to increases in commercial loan balances.

Core deposits decreased by $86.6 million during the quarter to $3.1 billion with seasonal decreases in all categories. Noninterest bearing deposits decreased by 2.8% as escrow deposits decreased seasonally as escrow balances were paid down during the quarter. Also, the escrow accounts for mortgage servicing rights sold in the previous quarter were transferred to the purchaser. This decrease was offset by an increase in time deposits of  $18.2 million during the quarter, mainly due to an increase of  $29.6 million in brokered deposits, resulting in a decrease in total deposits of  $68.4 million, or 1.7%.

Year over year, deposits grew by $114.4 million or 3.0%, primarily due to growth in non-interest bearing demand deposits and money market accounts.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMERIS

The following table summarizes certain selected consolidated historical financial data of Ameris for the periods presented. The selected historical financial data as of and for the nine months ended September 30, 2018 and 2017 have been derived from Ameris’s unaudited interim consolidated financial statements, which are incorporated by reference into this joint proxy statement/prospectus. The unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items, which Ameris’s management considers necessary for a fair presentation of its financial position and results of operations for these periods. The financial condition and results of operations as of and for the nine months ended September 30, 2018 do not purport to be indicative of the financial condition or results of operations to be expected as of or for the year ended December 31, 2018. The unaudited consolidated financial statements as of September 30, 2018 and for the nine-month periods ended September 30, 2018 and 2017, together with the notes thereto, are included in Ameris’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 has been derived from Ameris’s audited consolidated financial statements, and Ameris’s audited consolidated financial statements as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017 have been incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

The selected consolidated historical financial data of Ameris presented below is only a summary and not necessarily indicative of the results of future operations of Ameris or the combined company following the completion of the merger, and you should read such information together with the historical consolidated financial information contained in Ameris’s consolidated financial statements and related notes, as well as the information contained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Ameris’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and Ameris’s Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

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.

*

Excludes purchased non-covered and covered assets.

​

**

Excludes covered assets.

​

Reconciliation of Non-GAAP Financial Measures

This joint proxy statement/prospectus and certain documents filed by Ameris with the SEC and incorporated by reference into this joint 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 shareholders’ 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.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FIDELITY

The following table summarizes certain selected consolidated historical financial data of Fidelity for the periods presented. The selected historical financial data as of and for the nine months ended September 30, 2018 and 2017 have been derived from Fidelity’s unaudited interim consolidated financial statements, which are incorporated by reference in this joint proxy statement/prospectus. The unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items, which Fidelity’s management considers necessary for a fair presentation of its financial position and results of operations for these periods. The financial condition and results of operations as of and for the nine months ended September 30, 2018 do not purport to be indicative of the financial condition or results of operations to be expected as of or for the year ended December 31, 2018. The unaudited consolidated financial statements as of September 30, 2018 and for the nine-month periods ended September 30, 2018 and 2017, together with the notes thereto, are included in Fidelity’s Quarterly Report on Form 10-Q for the quarter ended September 30 2018, which is incorporated by reference into this joint proxy statement/​prospectus. The selected historical financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 have been derived from Fidelity’s audited consolidated financial statements, and Fidelity’s audited consolidated financial statements as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017 have been incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

The selected consolidated historical financial data of Fidelity presented below is only a summary and not necessarily indicative of the results of future operations of Fidelity or the combined company following the completion of the merger, and you should read such information together with the historical consolidated financial information contained in Fidelity’s consolidated financial statements and related notes, as well as the information contained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Fidelity’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and Fidelity’s Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Fidelity’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 Fidelity’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.

*

Excludes purchased non-covered and covered assets.

​

**

Excludes covered assets.

​

Reconciliation of Non-GAAP Financial Measures

This joint proxy statement/prospectus and certain documents filed by Fidelity with the SEC and incorporated by reference into this joint proxy statement/prospectus contain financial information determined by methods other than in accordance with GAAP. Fidelity’s management uses these non-GAAP measures in its analysis of Fidelity’s performance. These measures are useful when evaluating the underlying performance and efficiency of Fidelity’s operations and balance sheet. Fidelity’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. Fidelity’s management believes that investors may use these non-GAAP financial measures to evaluate Fidelity’s financial performance without the impact of unusual items that may obscure trends in Fidelity’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 shareholders’ equity and tangible book value per common share. Fidelity calculates the regulatory capital ratios using current regulatory report instructions. Fidelity’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of Fidelity. 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 Fidelity’s tangible book value per common share, a non-GAAP financial measure, as of the dates presented to Fidleity’s book value per common share, a financial measure calculated and presented in accordance with GAAP, as of the dates presented.