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As filed with the Securities and Exchange Commission on October 24, 2014

Registration No. 333-198707

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

STATE BANK FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

3399 Peachtree Road, NE, Suite 1900

Atlanta, Georgia 30326

(404)-475-6599

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Joseph W. Evans

Chief Executive Officer

State Bank Financial Corporation

3399 Peachtree Road, NE, Suite 1900

Atlanta, Georgia 30326

(404)-475-6599

(Name, address, including zip code, and telephone number,

including area code of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION DATED OCTOBER 24, 2014

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder of Georgia-Carolina Bancshares, Inc.:

On June 23, 2014, Georgia-Carolina Bancshares, Inc. (“GECR”) and State Bank Financial Corporation (“STBZ”) agreed to a strategic business combination in which GECR will merge with and into STBZ, with STBZ continuing as the surviving corporation (which we refer to as the merger).  Following the merger, First Bank of Georgia, a Georgia state-chartered bank and wholly-owned bank subsidiary of GECR, will remain a wholly-owned bank subsidiary of STBZ.  In the merger, each share of GECR common stock will be converted into $8.85 in cash and a number of shares of STBZ common stock equal to the exchange ratio specified in the Agreement and Plan of Merger, dated as of June 23, 2014, as it may be amended from time to time (which we refer to as the merger agreement).

The exchange ratio for converting shares of GECR common stock into STBZ common stock will depend on the average closing price of STBZ’s common stock during the 20 trading day period ending five business days before the closing of the transaction (which we refer to as the Final STBZ Price).  If the Final STBZ Price is at or above $17.00, the exchange ratio will be 0.794.  If the Final STBZ Price is above $14.00 but below $17.00, the exchange ratio will be equal to $13.50 divided by the Final STBZ Price.  If the Final STBZ Price is at or below $14.00, the exchange ratio will be 0.964.  If the aggregate value of the stock consideration is less than 40% of the aggregate merger consideration, the exchange ratio will be adjusted such that the aggregate stock consideration is at least 40% of the aggregate merger consideration.  Cash will also be paid in lieu of fractional shares.

We are sending you this proxy statement/prospectus to notify you of and invite you to the special meeting of GECR shareholders being held to consider the merger agreement that GECR has entered into with STBZ, and to ask you to vote at the special meeting in favor of the approval of the merger agreement.

The special meeting of GECR shareholders will be held on Thursday, December 4, 2014 at GECR’s main offices located at 3527 Wheeler Road, Augusta, Georgia 30909 at 4:00 p.m. local time.

At the special meeting, in addition to being asked to approve the merger agreement, you will also be asked to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the merger agreement.  You will also be asked to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to GECR’s named executive officers in connection with the merger.

The market value of the merger consideration will fluctuate with the market price of STBZ common stock and will not be known at the time you vote on the merger.  STBZ common stock is currently quoted on the NASDAQ Capital Market under the symbol “STBZ.”  The common stock of GECR is listed on the OTC Markets Group’s (OTCQB) tier under the symbol “GECR.”  On [ ], the last practicable trading day before the date of this proxy statement/prospectus, the closing share price of STBZ common stock was $[ ] per share as reported on the NASDAQ Capital Market.  We urge you to obtain current market quotations for STBZ and GECR.

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The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and holders of GECR common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of GECR common stock for shares of STBZ common stock in the merger.

Your vote is important.  We cannot complete the merger unless GECR’s shareholders approve the merger agreement.  In order for the merger to be approved, at least a majority of the shares of GECR common stock outstanding and entitled to vote must be voted in favor of approval of the merger agreement.  Regardless of whether or not you plan to attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in this proxy statement/prospectus.  Failing to vote will have the same effect as voting against the merger.

GECR’s board of directors unanimously recommends that GECR shareholders vote “FOR” the approval of the merger agreement, “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the merger agreement and “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to GECR’s named executive officers in connection with the merger.

This proxy statement/prospectus describes the special meeting, the merger, the documents related to the merger and other related matters.  Please carefully read this entire proxy statement/prospectus, including the section entitled “Risk Factors,” beginning on page 28, for a discussion of the risks relating to the proposed merger.  You also can obtain information about STBZ from documents that it has filed with the Securities and Exchange Commission.

If you have any questions concerning the merger, please contact Remer Y. Brinson, III, Chief Executive Officer, 3527 Wheeler Road, Augusta, Georgia 30909, at (706) 731-6600.  We look forward to seeing you in Augusta.

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 of these securities to be issued in the merger or passed upon the accuracy or adequacy of the disclosures in this proxy statement/prospectus.  Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either STBZ or GECR, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [ ], 2014 and it is first being mailed or otherwise delivered to GECR shareholders on or about [ ], 2014.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Georgia-Carolina Bancshares, Inc.:

Georgia-Carolina Bancshares, Inc. will hold a special meeting of shareholders at 4:00 p.m. local time, on Thursday, December 4, 2014, at our main offices located at 3527 Wheeler Road, Augusta, Georgia 30909, to consider and vote upon the following matters:

·                  a proposal to approve the Agreement and Plan of Merger, dated as of June 23, 2014, by and between State Bank Financial Corporation (“STBZ”) and Georgia-Carolina Bancshares, Inc. (“GECR”), pursuant to which GECR will merge with STBZ as more fully described in the attached proxy statement/prospectus;

·                  a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the merger agreement; and

·                  a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to GECR’s named executive officers in connection with the merger.

We have fixed the close of business on October 27, 2014 as the record date for the special meeting.  Only GECR shareholders of record at that time are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting.  In order for the merger to be approved, a majority of the shares of GECR common stock outstanding and entitled to vote must be voted in favor of approval of the merger agreement.

Your vote is very important.  We cannot complete the merger unless GECR’s shareholders approve the merger agreement.  Failure to vote will have the same effect as voting against the merger.

A proxy statement and a proxy card solicited by the board of directors are enclosed herewith. Please sign, date and return the proxy card promptly, or you may vote your shares via the toll-free phone number or over the Internet. If you attend the special meeting, you may, if you wish, withdraw your proxy and vote in person.

Regardless of whether you plan to attend the special meeting, please vote as soon as possible.  If you hold stock in your name as a shareholder of record, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope (or vote your shares via telephone or the Internet).  If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

The enclosed 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 the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices carefully and in their entirety.  If you have any questions concerning the merger or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need help voting your shares of GECR common stock, please contact Thomas J. Flournoy, Corporate Secretary, Georgia-Carolina Bancshares, Inc., 3527 Wheeler Road, Augusta, Georgia 30909, at (706) 731-6600.

Under Georgia law, GECR shareholders are or may be entitled to assert dissenters’ rights with respect to the proposed merger and to seek judicial appraisal of the fair value of their shares upon compliance with the requirements of Georgia law.  We have described dissenters’ rights under Georgia law in the proxy statement/prospectus and we have also included a copy of Article 13 of the Georgia Business Corporation Code as Annex C to the proxy statement/prospectus.  We urge any GECR shareholder who wishes to assert dissenters’ rights to read the statute carefully and to consult legal counsel before attempting to assert dissenters’ rights.

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GECR’s board of directors has unanimously approved the merger and the merger agreement and unanimously recommends that GECR shareholders vote “FOR” the approval of the merger agreement, “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of such approval and “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to GECR’s named executive officers in connection with the merger.

Augusta, Georgia

[ ]

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about STBZ from other documents filed with the Securities and Exchange Commission, or the SEC, that are not included in or delivered with this proxy statement/prospectus.  For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information.”  You can obtain any of the documents filed with or furnished to the SEC by STBZ, including the documents incorporated by reference into this proxy statement/prospectus, as well as any documents filed with or furnished to the SEC by GECR, at no cost from the SEC’s website at http://www.sec.gov.  You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus, by directing a written or oral request to the appropriate company at the following addresses and telephone numbers:

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 November 26, 2014 in order to receive them before the special meeting of GECR shareholders.

In addition, if you are a GECR shareholder and have questions about the merger or the GECR special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Thomas J. Flournoy, Corporate Secretary, at the following address and telephone number:

Georgia-Carolina Bancshares, Inc.

3527 Wheeler Road

Augusta, Georgia 30909

Telephone: (706) 731-6600

See “Where You Can Find More Information” for more details.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

AND THE GEORGIA-CAROLINA BANCSHARES, INC. SPECIAL MEETING

The following are some questions that you may have about the merger and the GECR special meeting, and brief answers to those questions.  We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the GECR special meeting.  Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

Unless the context otherwise requires, references in this proxy statement/prospectus to “GECR” refer to Georgia-Carolina Bancshares, Inc., a Georgia corporation, and its affiliates.  Unless the context otherwise requires, references in this proxy statement/prospectus to “STBZ” refer to State Bank Financial Corporation, a Georgia corporation, and its affiliates.

Q:                                What am I being asked to vote on at the GECR special meeting?

A:                                   STBZ and GECR have entered into an Agreement and Plan of Merger, dated as of June 23, 2014, which we refer to as the merger agreement, pursuant to which STBZ has agreed to acquire GECR.  Under the terms of the merger agreement, GECR will merge with and into STBZ, with STBZ continuing as the surviving entity.  We refer to this transaction as the merger.  Following the merger, First Bank of Georgia, a Georgia state-chartered bank and wholly-owned bank subsidiary of GECR, will remain a wholly-owned bank subsidiary of STBZ.  GECR shareholders are being asked to approve the merger agreement and the transactions it contemplates, including the merger.

GECR shareholders are also being asked to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the merger agreement.  We refer to this as the adjournment proposal.

In addition, GECR shareholders will also consider and vote, on an advisory (non-binding) basis, on a proposal to approve the compensation that may be paid or become payable to GECR’s named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable.  We refer to this as the compensation proposal.

Q:           What will I receive in the merger for my shares of GECR common stock?

A:                                   In the merger, each share of GECR common stock will be converted into $8.85 in cash and a number of shares of STBZ common stock equal to the exchange ratio specified in the merger agreement.  The exchange ratio for converting shares of GECR common stock into STBZ common stock will depend on the average closing price of STBZ’s common stock during the 20 trading day period ending five business days before the closing of the transaction, which we refer to as the Final STBZ Price.  If the Final STBZ Price is at or above $17.00, the exchange ratio will be 0.794.  If the Final STBZ Price is above $14.00 but below $17.00, the exchange ratio will be equal to $13.50 divided by the Final STBZ Price.  If the Final STBZ Price is at or below $14.00, the exchange ratio will be 0.964.  If the aggregate value of the stock consideration is less than 40% of the aggregate merger consideration, the exchange ratio will be adjusted such that the aggregate stock consideration is at least 40% of the aggregate merger consideration.  Cash will also be paid in lieu of fractional shares.

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:                                   The value of the merger consideration may fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for STBZ common stock.  In the merger you will receive cash and a number of shares of STBZ common stock equal to the exchange ratio specified in the merger agreement.  A fluctuation in the market price of STBZ common stock after the date of this proxy statement/prospectus may change the number of shares of STBZ common stock that you will receive.  We make no assurances as to whether or when the merger will be completed or, if completed, as

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to the market price of STBZ common stock at the time of the merger or any time thereafter.  You should obtain current market quotations for the STBZ common stock, which is listed on the NASDAQ Capital Market under the symbol “STBZ.”

Q:                                  How does GECR’s board of directors recommend that I vote at the special meeting?

A:                                   GECR’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger agreement, “FOR” the adjournment proposal and “FOR” the compensation proposal.

Q:                                  When and where is the GECR special meeting?

A:                                   The GECR special meeting will be held at GECR’s main offices located at 3527 Wheeler Road, Augusta, Georgia 30909 on Thursday, December 4, 2014, at 4:00 p.m. local time.

Q:                                  What do I need to do now?

A:                                   After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the special meeting.  If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible, or you may vote your shares via the toll-free phone number or over the Internet.  If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the voter instruction form you have received from your bank or broker.  “Street name” shareholders who wish to vote in person at the special meeting will need to obtain a proxy form from the institution that holds their shares.

Q:                                  What constitutes a quorum for the special meeting?

A:                                   The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of GECR common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business.  Abstentions and broker non-votes will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.  A broker non-vote occurs under stock exchange rules when a broker is not permitted to vote on a matter without instructions from the beneficial owner of the shares and no instruction is given.

Q:                                  What is the vote required to approve each proposal at the GECR special meeting?

A:                                   Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of GECR common stock as of the close of business on October 27, 2014, the record date for the special meeting.  If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank or broker with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.

The adjournment proposal and the compensation proposal will be approved if the number of shares, represented in person or by proxy at the special meeting and entitled to vote thereon, voted in favor of each such proposal exceeds the number of shares voted against such proposal.

Q:                                  What will happen if GECR’s shareholders do not approve, on an advisory (non-binding) basis, the compensation payable to GECR’s named executive officers in connection with the merger?

A:                                   The vote on the compensation proposal is a vote separate and apart from the vote to approve the merger agreement.  You may vote for the proposal to approve the merger agreement and against compensation proposal, and vice versa.  Because the vote on the compensation proposal is advisory only, it will not be binding on either GECR or STBZ.  Accordingly, because GECR is contractually obligated to pay the compensation, if the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote.

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Q:                                  Why is my vote important?

A:                                   If you do not vote, it may be more difficult for GECR to obtain the necessary quorum to hold its special meeting.  In addition, your failure to vote, or failure to instruct your bank or broker as to how to vote, will have the same effect as a vote against approval of the merger agreement.  The merger agreement must be approved by a majority of the outstanding shares of GECR common stock entitled to vote at the special meeting.  GECR’s board of directors unanimously recommends that you vote to approve the merger agreement.

Q:                                  If my shares of common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

A:                                   No.  Your bank or broker cannot vote your shares without instructions from you.  You should instruct your bank or broker as to how to vote your shares in accordance with the instructions provided to you.  Please check the voting form used by your bank or broker.

Q:                                  What if I abstain from voting or fail to instruct my bank or broker?

A:                                   If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank or broker with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.  However, if you mark “ABSTAIN” on your proxy with respect to the adjournment proposal or the compensation proposal, or if you fail to vote or fail to instruct your bank or broker with respect to the adjournment proposal or the compensation proposal, it will have no effect on the adjournment proposal or the compensation proposal.

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

A:                                   Yes.  All GECR shareholders, 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 GECR 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.  GECR 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 GECR’s express written consent.

Q:                                  Can I change my vote?

A:                                   Yes.  If you are a holder of record of GECR common stock, you may revoke any proxy at any time before it is voted.  You can do this three ways:

·                  First, you can sign and return a proxy card with a later date.

·                  Second, you can deliver a written revocation letter to GECR’s corporate secretary stating that you would like to revoke your proxy.

·                  Third, you can attend the special meeting in person, notify the corporate secretary and vote by ballot at the special meeting.  Attendance at the special meeting will not automatically revoke your proxy.

A revocation or later-dated proxy received by GECR after the vote will not affect the vote.  GECR’s corporate secretary’s mailing address is: Georgia-Carolina Bancshares, Inc., c/o Thomas J. Flournoy, Corporate Secretary, 3527 Wheeler Road, Augusta, Georgia 30909.

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Q:                                  Will GECR be required to submit the proposal to approve the merger agreement to its shareholders even if GECR’s board of directors has withdrawn, modified or qualified its recommendation?

A:                                   Yes.  Unless the merger agreement is terminated before the GECR special meeting, GECR is required to submit the proposal to approve the merger agreement to its shareholders even if GECR’s board of directors has withdrawn or modified its recommendation.

Q:                                  Will GECR shareholders be taxed on the cash and STBZ common stock that they receive in exchange for their GECR shares?

A:                                   The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.  Assuming the merger qualifies as a reorganization, you generally will recognize gain, but not loss, as a result of the exchange of your GECR common stock for a combination of STBZ common stock and cash pursuant to the merger in an amount equal to the lesser of: (1) the amount of cash you receive in exchange for your GECR common stock in the merger (excluding any cash received in lieu of fractional shares of STBZ common stock) and (2) the excess, if any, of (a) the sum of the amount of cash treated as received in exchange for GECR common stock in the merger (excluding any cash received in lieu of fractional shares of STBZ common stock) plus the fair market value of STBZ common stock (including the fair market value of any fractional share) received in the merger (determined when the merger occurs), over (b) your tax basis in the GECR common stock exchanged.  If the merger does not qualify as a reorganization, you will recognize gain or loss with respect to each share of GECR common stock surrendered in the merger in an amount equal to the difference between (a) the sum of the amount of cash received in exchange for GECR common stock in the merger plus the fair market value of STBZ common stock received in the merger (determined when the merger occurs), over (b) your tax basis in the GECR common stock exchanged.  Such gain or loss will be long-term capital gain or loss if you held the GECR common stock for more than one year.  For further information, see “Material U.S. Federal Income Tax Consequences of the Merger.”

The U.S. federal income tax consequences described above may not apply to all holders of GECR 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:                                  What if I want to exercise dissenters’ rights?

A:                                   If you want to exercise dissenters’ rights and receive the fair value of your GECR shares in cash instead of the merger consideration described in this proxy statement/prospectus, (1) you must give GECR written notice, before the vote on the proposal to approve the merger agreement, of your intent to demand payment for your shares if the merger is consummated, (2) you must not vote your shares “FOR” the approval of the merger agreement and (3) you must follow certain other procedures after the GECR special meeting, as described in Annex C.  You may notify GECR of your intent to demand payment for your shares if the merger agreement is approved by providing written notice to: Thomas J. Flournoy, Corporate Secretary, Georgia-Carolina Bancshares, Inc., 3527 Wheeler Road, Augusta, Georgia 30309.  If you return a signed proxy without voting instructions and your shares are automatically voted in favor of the merger agreement, such vote will not disqualify you from demanding payment for your shares.  For further information, see “The Merger—Dissenters’ Rights.”

Q:                                  If I am a GECR shareholder, should I send in my GECR stock certificates now?

A:                                   No.  Please do not send in your GECR stock certificates with your proxy.  After the merger, an exchange agent designated by STBZ will send you instructions for exchanging GECR stock certificates for the merger consideration.  See “The Merger Agreement—Exchange of Certificates.”

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

A:                                   You are not required to take any specific actions if your shares of GECR common stock are held in book-entry form.  After the completion of the merger, shares of GECR common stock held in book-entry form automatically will be exchanged for the merger consideration.

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Q:                                  Whom may I contact if I cannot locate my GECR stock certificate(s)?

A:                                   If you are unable to locate your original GECR stock certificate(s), you should contact Thomas J. Flournoy, Corporate Secretary of GECR, at (706) 731-6600, or Georgia-Carolina Bancshares, Inc., 3527 Wheeler Road, Augusta, Georgia 30909.

Q:                                  When do you expect to complete the merger?

A:                                   GECR and STBZ expect to complete the merger prior to end of the first quarter of 2015.  However, neither GECR nor STBZ can assure you when or if the merger will occur.  GECR and STBZ must first obtain the approval of GECR shareholders and the necessary regulatory approvals.

Q:                                  Whom should I call with questions?

A:                                   If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of GECR common stock, please contact GECR at:

Georgia-Carolina Bancshares, Inc.

Thomas J. Flournoy, Corporate Secretary

3527 Wheeler Road

Augusta, Georgia 30909

(706) 731-6600

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SELECTED CONSOLIDATED FINANCIAL INFORMATION OF

STATE BANK FINANCIAL CORPORATION

The following selected historical consolidated financial data as of and for the twelve months ended December 31, 2013, 2012, 2011 and 2010 is derived from the audited consolidated financial statements of STBZ.  On July 24, 2009, State Bank raised approximately $292.1 million in gross proceeds (before expenses) from investors in a private offering of its common stock.  In connection with the private offering, the FDIC and the Georgia Department of Banking and Finance approved the Interagency Notice of Change in Control application filed by our new management team, which took control of State Bank on July 24, 2009.  As a result of the private offering and change in control transaction, STBZ applied the push-down basis of accounting to its 2009 audited financial statements.  The following selected historical consolidated financial data as of and for the twelve months ended December 31, 2009 presents two periods that reflect STBZ’s historical basis of accounting for the period from January 1, 2009 through July 23, 2009 (the “predecessor period”) and STBZ’s new basis of push-down accounting for the period from July 24, 2009 through December 31, 2009 (the “successor period”).

The following selected historical consolidated financial data as of and for the six months ended June 30, 2014 and 2013, is derived from the unaudited consolidated financial statements of STBZ and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of STBZ’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.  The results of operations as of and for the six months ended June 30, 2014 and 2013, are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.

This information is only a summary and should be read in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and STBZ’s audited consolidated financial statements and accompanying notes included in STBZ’s Annual Report on Form 10-K for the year ended December 31, 2013; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and STBZ’s unaudited consolidated financial statements and accompanying notes included in STBZ’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, both of which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

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(1)             Average nonaccrual loans of $2.0 million for the six months ended June 30, 2014, $4.1 million for the six months ended June 30, 2013, $3.3 million for 2013, $3.7 million for 2012, $4.1 million for 2011, $2.1 million for 2010 and $358,000 for 2009 are included in the above balances.

(2)             Net interest income divided by average interest-earning assets.

(3)             Yield on interest-earning assets less cost of interest-bearing liabilities.

(4)             Noninterest expenses divided by net interest income plus noninterest income.

(5)             Calculated on a fully tax-equivalent basis using a tax rate of 35%.

(6)             The increase in our risk-based capital ratios from December 31, 2009 to December 30, 2010 resulted from the FDIC Financial Institutions Letter (FIL-7-2010) dated February 26, 2010, entitled “Regulatory Capital Standards Clarification of the Risk Weights for FDIC Claims and Guarantees,” which clarifies that the FDIC receivable may be assigned a zero risk weight.

(7)             The ratio of nonperforming loans to total loans is disclosed for noncovered loans only as there are no covered loans designated as nonperforming.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION OF

GEORGIA-CAROLINA BANCSHARES, INC.

The following selected historical consolidated financial data as of and for the twelve months ended December 31, 2013, 2012, 2011, 2010 and 2009 is derived from the audited consolidated financial statements of GECR.

The following selected historical consolidated financial data as of and for the six months ended June 30, 2014 and 2013, is derived from the unaudited consolidated financial statements of GECR and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of GECR’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.  The results of operations as of and for the six months ended June 30, 2014 and 2013, are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.

This information is only a summary and should be read in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GECR as of and for the Fiscal Year Ended December 31, 2013” and GECR’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2013; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GECR as of and for the Six Months Ended June 30, 2014” and GECR’s unaudited consolidated financial statements and accompanying notes for the period ended June 30, 2014, both of which are included with this proxy statement/prospectus.

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