Board of Governors of the Federal Reserve System

Frost Bank, San Antonio, Texas -- to establish a branch at 213 North Highway 67, Cedar Hill, Texas.*
Approved: December 5, 2024
*Addition

Bank of the James, Lynchburg, Virginia -- to establish a branch at 20795 Timberlake Road, Lynchburg, Virginia.
Approved: December 10, 2024

Camden National Corporation, Camden, Maine -- to merge with Northway Financial, Inc., North Conway, New Hampshire, and thereby indirectly acquire Northway Bank, Berlin, New Hampshire.
Approved: December 13, 2024

Jewel Box Financial Services, Inc., Columbus, Wisconsin -- waiver of application to acquire Wisconsin River Bank, Sauk City, Wisconsin, in connection with the merger of Wisconsin River Bank with and into Farmers & Merchants Union Bank, Columbus, Wisconsin.
Granted: December 12, 2024

Alliance Bancshares, Inc., Sulphur Springs, Texas -- to engage de novo in extending credit and servicing loans pursuant to section 225.28(b)(1) of Regulation Y.*
Approved: December 2, 2024
*Addition

Southern Bancshares (N.C.), Inc., Mount Olive, North Carolina -- (1) to acquire voting shares of Old Point Financial Corporation, Hampton, Virginia, and thereby indirectly acquire voting shares of The Old Point National Bank of Phoebus, Hampton, Virginia, and Old Point Trust & Financial Services, N.A. (Old Point Trust), Newport News, Virginia, and (2) through the acquisition of Old Point Trust, to engage in providing trust company functions and securities brokerage services pursuant to sections 225.28(b)(5) and 225.28(b)(7)(i) of Regulation Y.
Approved: December 11, 2024

Varn Financial Corporation, Ehrhardt, South Carolina -- to become a bank holding company by acquiring Enterprise Bank of South Carolina, Ehrhardt, South Carolina.
Approved: December 11, 2024

Oak Tree Financial Corporation, Inc., Rogers, Arkansas -- to become a bank holding company by acquiring Riverside Bank, Sparkman, Arkansas.
Approved: December 13, 2024

Community Resource Bank, Northfield, Minnesota -- to merge with 1st United Bank, Faribault, Minnesota, and thereby establish a branch.
Approved: December 9, 2024

Goldman Sachs Bank USA, New York, New York -- to make a public welfare investment.
Approved: December 12, 2024

First Bank, Creve Coeur, Missouri -- to make a public welfare investment.
Approved: December 13, 2024

BSB Community Bancorporation, Inc., Benton, Wisconsin -- Louis James Schweigert, Cuba City, Wisconsin, to acquire the voting shares of BSB Community Bancorporation, Inc., and thereby indirectly control Benton State Bank, Benton, Wisconsin.
Permitted: December 10, 2024

Sterling Bancorp, Inc., Southfield, Michigan -- J. Thomas MacFarlane, Bloomfield, Michigan, as trustee of the K.I.S.S. Dynasty Trust No. 9 (dated December 28, 2023), Sioux Falls, South Dakota, to retain control of voting shares of Sterling Bancorp, Inc. (Bancorp), and thereby indirectly retain control of voting shares of Sterling Bank and Trust, FSB (Bank), Southfield, Michigan. In addition, J. Thomas MacFarlane to become trustee of the Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust and the Scott J. Seligman 1993 Irrevocable Dynasty Trust, both of Sioux Falls, South Dakota, and acquire control of additional voting shares of Bancorp and thereby indirectly acquire control of voting shares of Bank.
Permitted: December 11, 2024

Talen, Inc., Traer, Iowa -- the Deborah A. Talen Trust, with Deborah A. Talen as trustee, both of Minneapolis Minnesota, to join as a member of the Talen Family Control Group, a group acting in concert, to acquire voting shares of Talen, Inc., and thereby indirectly acquire voting shares of Farmers Savings Bank & Trust, Traer, Iowa.
Permitted: December 10, 2024

Athens, TX Bancshares, Inc., Athens, Texas -- Elizabeth Blynn Austin Walsh and Emily Anne Austin, both of Dallas, Texas; Mary Margaret Austin, Longmont, Colorado; Carole Leigh Austin Mattson, Littleton, Colorado; Michael Austin Neill (as trustee or owner of various family trusts and companies) and MAN Legacy Trust, Michael Austin Neil, as trustee (as general partner of MAN Legacy, Ltd.), both of Athens, Texas; Kathryn Neill Woods (as trustee or owner of various family trusts and companies), Woods Legacy LP (Kathryn Neill Woods, limited partner), and AKA Management, LLC (as general partner of Woods Legacy LP), all of Fort Collins, Colorado; Jane Austin Chapman 2010 Trust, Michael Austin Neill and Kathryn Neill Woods, as co-trustees (as a member of Jane Austin Chapman Management Company, L.C.), Jane Austin Chapman Children's Insurance Trust, Michael Austin Neill, as trustee (as a shareholder and as a member of Jane Austin Chapman Management Company, L.C.), and Jane Austin Chapman 2012 Trust, Michael Austin Neill and Kathryn Neill Woods, as co-trustees, all of Frankston, Texas; and JMC General Partner, L.L.C., Jeff Austin, III, member (as general partner of The Opal Group, LP), Jacksonville, Texas, to join the Austin/Chapman Family Control Group, a group acting in concert, and to retain voting shares of Athens, TX Bancshares, Inc., and thereby indirectly retain voting shares of First State Bank, Athens, Texas. Simultaneously, Jessica Leigh Neill Swinnea, Tyler, Texas, and Austin Kyle Neill, Dallas, Texas, to join the Austin/Chapman Family Control Group, a group acting in concert, to acquire voting shares of Athens, TX Bancshares, Inc., and thereby indirectly acquire voting shares of First State Bank, Athens, Texas.
Permitted: December 10, 2024

Austin Bancorp, Inc., Jacksonville, Texas -- Mesa Loan Company of Athens, L.P. (Jeff Austin, III, limited partner), Briarbranch, L.L.C. (as general partner of Mesa Loan Company of Athens L.P.), Martin J. Heines (individually for his own account and as a member of Briarbranch, L.L.C.), and Jessica Leigh Neill Swinnea, all of Tyler, Texas; JMC General Partner, L.L.C., Jeff Austin, III, member (as general partner of The Opal Group, LP) and Herbert P. Riley Irrevocable Trust (Jeff Austin, III, trustee), both of Jacksonville, Texas; Elizabeth Blynn Austin Walsh, Emily Anne Austin, and Austin Kyle Neill, all of Dallas, Texas; Mary Margaret Austin, Nicholas Austin Vann, and AnnieLaurie Noelle Vann, all of Longmont, Colorado; Carole Leigh Austin Mattson, James Harvey Mattson, Andrew James Mattson, and Lauren Leigh Mattson, all of Littleton, Colorado; Michael Austin Neill (as trustee or owner of various family trusts and companies), MAN Legacy, Ltd., MAN Legacy Trust, Michael Austin Neil, trustee (as general partner of MAN Legacy, Ltd.), and Jennifer Leigh Neill, all of Athens, Texas; Jane Austin Chapman 2010 Trust, Michael Austin Neill and Kathryn Neill Woods, co-trustees (as a member of Jane Austin Chapman Management Company, L.C.), Jane Austin Chapman Children's Insurance Trust, Michael Austin Neill, trustee (as a shareholder and as a member of Jane Austin Chapman Management Company, L.C.), and Jane Austin Chapman 2012 Trust, Michael Austin Neill and Kathryn Neill Woods, co-trustees, all of Frankston, Texas; and Kathryn Neill Woods (as trustee or owner of various family trusts and companies), Woods Legacy L.P. (Kathryn Neill Woods, limited partner), AKA Management, LLC (as general partner of Woods Legacy L.P.), Abby Shea Woods, and Aubrey Kate Woods, all of Fort Collins, Colorado, to join the Austin/Chapman Family Control Group, a group acting in concert, to retain voting shares of Austin Bancorp, Inc., and thereby indirectly retain voting shares of Austin Bank, Texas National Association, Jacksonville, Texas.
Permitted: December 10, 2024

Capital Bancorp, Inc., Jacinto City, Texas -- Mesa Loan Company of Athens, L.P. (Jeff Austin, III, limited partner), Briarbranch, L.L.C. (as general partner of Mesa Loan Company of Athens L.P.), Martin J. Heines (as a member of Briarbranch, L.L.C.); JMC General Partner, L.L.C. Jeff Austin, III, member (as general partner of The Opal Group, LP), Jacksonville, Texas; Elizabeth Blynn Austin Walsh, Dallas, Texas; Mary Margaret Austin, Longmont, Colorado; Carole Leigh Austin Mattson, Andrew James Mattson, and Lauren Leigh Mattson, all of Littleton, Colorado; Michael Austin Neill (as trustee or owner of various family trusts and companies), MAN Legacy, Ltd., and MAN Legacy Trust, Michael Austin Neil, trustee (as general partner of MAN Legacy, Ltd.), all of Athens, Texas; Kathryn Neill Woods (as trustee or owner of various family trusts and companies), Woods Legacy L.P. (Kathryn Neill Woods, limited partner), and AKA Management, LLC (as general partner of Woods Legacy L.P.), all of Fort Collins, Colorado; Jane Austin Chapman 2010 Trust, Michael Austin Neill and Kathryn Neill Woods, co-trustees (as a member of Jane Austin Chapman Management Company, L.C.), Jane Austin Chapman Children's Insurance Trust, Michael Austin Neill, trustee (as a shareholder and as a member of Jane Austin Chapman Management Company, L.C.), and Jane Austin Chapman 2012 Trust, Michael Austin Neill and Kathryn Neill Woods, co-trustees, all of Frankston, Texas, to join the Austin/Chapman Family Control Group, a group acting in concert, to retain voting shares of Capital Bancorp, Inc., and thereby indirectly retain voting shares of Capital Bank, Houston, Texas.
Permitted: December 10, 2024

Jane Austin Chapman Limited Partnership, L.P., Frankston, Texas -- Jane Austin Chapman 2010 Trust, Michael Austin Neill and Kathryn Neill Woods, co-trustees (as a member of Jane Austin Chapman Management Company, L.C.) and Jane Austin Chapman Children's Insurance Trust, Michael Austin Neill, trustee (as a member of Jane Austin Chapman Management Company, L.C.), both of Frankston, Texas; Michael Austin Neill (as trustee of various family trusts), Athens, Texas; Kathryn Neill Woods (as trustee of various family trusts), Fort Collins, Colorado, a group acting in concert, to retain voting shares of Jane Austin Chapman Limited Partnership, L.P., and thereby indirectly retain voting shares of Austin Bancorp, Inc., and its subsidiary bank, Austin Bank, Texas National Association, both of Jacksonville, Texas; Athens, TX Bancshares, Inc., and its subsidiary bank, First State Bank, both of Athens, Texas; and Capital Bancorp, Inc., Jacinto City, Texas, and its subsidiary bank, Capital Bank, Houston, Texas.
Permitted: December 10, 2024

Spend Life Wisely Company, Inc., Durant, Oklahoma -- Chat Carleton York, Fort Worth, Texas, as Business Advisor and Direction Advisor; David Keese, McKinney, Texas, as Direction Advisor; Greg Massey, Durant, Oklahoma, as Special Power Holder; and Argent Trust Company of Nashville, Tennessee, as trustee; for all of the following trusts: (i) John L. Massey 2003 Exempt Family Trust FBO Abigail R. Massey, the John L. Massey 2003 Exempt Family Trust FBO Boaz A. Massey, the John L. Massey 2003 Exempt Family Trust FBO Charity A. Massey, the John L. Massey 2003 Exempt Family Trust FBO Dara R. Massey, the John L. Massey 2003 Exempt Family Trust FBO Elizabeth J. Massey, the John L. Massey 2003 Exempt Family Trust FBO Faith S. Massey, the John L. Massey 2003 Exempt Family Trust FBO Gabriel J. Massey, the John L. Massey 2003 Exempt Family Trust FBO Isaiah B. Massey, the John L. Massey 2003 Exempt Family Trust FBO John M. Massey, Jr., and the John L. Massey 2003 Exempt Family Trust FBO Micah N. B. Massey, (ii) the Gregory L. Massey 2003 Exempt Trust, and (iii) the Gregory L. and Laura K. Massey 2012 Family Trust FBO Blake L. Massey, the Gregory L. and Laura K. Massey 2012 Family Trust FBO Brooke E. Massey and the Gregory L. and Laura K. Massey 2012 Family Trust FBO Gregory Corbin Massey, trusts all of Nashville, Tennessee; to acquire voting shares of Spend Life Wisely Company, Inc. (the Company). Greg Massey was previously permitted by the Federal Reserve System to acquire control of voting shares of the Company. In addition, Abigail R. Massey; Boaz A. Massey; Charity A. Massey; Dara R. Massey; Elizabeth J. Massey; Faith S. Massey; Gabriel J. Massey; Isaiah B. Massey; John M. Massey, Jr.; and Michah N.B. Massey; as special power holders of their respective trusts; to join the Massey Family Group and acquire voting shares. Finally, Blake L. Massey and Brooke Massey Chilton, both individually and as special power holders of their respective FBO trusts; to join the Massey Family Group and retain voting shares.
Permitted: December 12, 2024

First State Bancshares, Inc., Farmington, Missouri -- Teresa Grindstaff and Greg Allen as co-trustees of the Justin W. Gillam 2016 Irrevocable Family Trust U/A DTD 11/14/2016, the Paul Grindstaff III 2020 Irrevocable Trust U/A DTD 12/30/2020, the Teresa A. Grindstaff 2021 Irrevocable Trust U/A DTD 12/09/2021, and the Paul Grindstaff Jr. 2021 Irrevocable Family Trust U/A DTD 12/27/2021; Paul Grindstaff III and Greg Allen as co-trustees of the Teresa A. Grindstaff 2021 Irrevocable Family Trust U/A DTD 12/16/2021 and the Paul Grindstaff III 2021 Irrevocable Trust U/A DTD 12/16/2021; Paul Grindstaff III and Ashley L. Grindstaff as co-trustees of the Paul Grindstaff III and Ashley L. Grindstaff Revocable Trust DTD 01/19/2016; Paul Grindstaff III as co-trustee of the Teresa A. Grindstaff 2012 Family Trust; Bryant C. Allen and Alta C. Allen as co-trustees of the Bryant C. Allen and Alta C. Allen Revocable Trust DTD 08/27/2019, all of Farmington, Missouri; Bryana M. Martin, Fort Worth, Texas; and Finian C. Boesch, Cape Girardeau, Missouri, to join the previously approved Grindstaff/Allen control group and retain voting shares of First State Bancshares, Inc., and thereby indirectly retain voting shares of First State Community Bank, Farmington, Missouri.*
Permitted: December 6, 2024
*Addition

Helena Bancshares, Inc., Helena, Arkansas -- the Drake Joint Bank Shares Revocable Trust, Sue Topp Drake and Jackie Doyle Drake as co-trustees, each of Germantown, Tennessee, Jackie Doyle Drake Jr. of Germantown, Tennessee, and Thomas Wooten Drake of Nashville, Tennessee, to establish the Drake Family Control Group, a group acting in concert, to retain voting shares of Helena Bancshares, Inc., and thereby indirectly retain voting shares of Partners Bank, Helena, Arkansas.
Permitted: December 13, 2024

Hometown Bancorp, Inc., Milan, Tennessee -- Robert Gary Maxwell and Brandon Maxwell, both of Milan, Tennessee, to establish the Maxwell Family Control Group to retain voting shares of Hometown Bancorp, Inc., and thereby retain voting shares of The Bank of Milan, Milan, Tennessee.
Permitted: December 11, 2024

Citigroup Inc., New York, New York -- extension of time to conform or divest a merchant banking investment.
Granted: December 13, 2024

Regulatory Capital Rules -- notice of the 2024 aggregate global indicator amounts, as required under the Board's rule regarding risk-based capital surcharges for global systemically important bank holding companies.
Approved: December 12, 2024