SUMMARY

The following summary highlights selected information from this joint proxy statement/prospectus. It does not contain all of the information that is important to you. Each item in this summary refers to the page where that subject is discussed in more detail. You should carefully read the entire joint proxy statement/prospectus and the other documents to which we refer to understand fully the merger. See “Where You Can Find More Information” on how to obtain copies of those documents. In addition, the merger agreement is attached as Annex A to this joint proxy statement/prospectus. Professional and Marquis encourage you to read the merger agreement because it is the legal document that governs the merger.

Unless the context otherwise requires throughout this document, “Professional” refers to Professional Holding Corp., “Marquis” refers to Marquis Bancorp, Inc. and “we,” and “our” refer collectively to Professional and Marquis. The parties refer to the proposed merger of Marquis with and into Professional as the “merger,” the merger of Marquis Bank with and into Professional Bank as the “bank merger,” and the Agreement and Plan of Merger dated as of August 9, 2019, by and between Professional and Marquis, as it may be amended from time to time, as the “merger agreement.”

Information Regarding Professional and Marquis

Professional Holding Corp.
396 Alhambra Circle, Suite 255
Coral Gables, Florida 33134
(786) 483-1757

Professional is a financial holding company incorporated in 2014 and headquartered in Coral Gables, Florida. Professional operates primarily through its wholly owned subsidiary, Professional Bank, a Florida state-chartered bank, which commenced operations in 2008. Professional focuses on providing creative, relationship-driven commercial banking products and services designed to meet the needs of its clients. Professional’s clients are small to medium sized businesses, the owners and operators of these businesses, and other professionals, entrepreneurs and high net worth individuals. Professional currently conducts its banking operations from five branches and four loan production offices located exclusively in the Miami-Fort Lauderdale-West Palm Beach or Miami-Dade metropolitan statistical area, which encompasses three rapidly growing counties in Florida: Miami-Dade, Broward, and Palm Beach counties. As of September 30, 2019, Professional had total assets of  $963.2 million, total net loans of  $764.7 million, total deposits of  $823.1 million and total shareholders’ equity of  $78.0 million.

Marquis Bancorp, Inc.
355 Alhambra Circle, Suite 125
Coral Gables, Florida 33134
(305)443-2922

Marquis, a Florida corporation incorporated in 2016, is a bank holding company under the Bank Holding Company Act of 1956, as amended, for Marquis Bank, a Florida-chartered non-member bank, and is subject to the supervision and regulation of the Federal Reserve Board and Florida Office of Financial Regulation. Marquis conducts all of its material business operations through Marquis Bank, its primary asset. Marquis Bank is a full-service commercial bank and commenced operations in 2007. Marquis Bank is headquartered in Coral Gables, Florida and has branches in Aventura and Fort Lauderdale, Florida. At September 30, 2019, Marquis had total consolidated assets of approximately $676.8 million, total consolidated deposits of approximately $557.4 million, total consolidated net loans of approximately $560.0 million, and total consolidated shareholders’ equity of approximately $56.4 million.

The Merger and The Merger Agreement (see pages 83 and 113)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is included as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. You should read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Subject to the terms and conditions of the merger agreement, in the merger, Marquis will merge with and into Professional, with Professional as the surviving company in the merger. Immediately following the merger, Marquis’s wholly owned bank subsidiary, Marquis Bank, will be merged with and into Professional’s wholly owned bank subsidiary, Professional Bank, with Professional Bank being the surviving subsidiary bank of Professional.

Closing and Effective Time of the Merger (see page 113)

The closing date is currently expected to occur in the first quarter of 2020. In connection with the merger, Professional will file articles of merger with the Secretary of State of the State of Florida. The merger will become effective at such time as the articles of merger are filed or such other time as may be specified in the articles of merger. Neither Professional nor Marquis can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals and the parties’ respective shareholders’ approvals will be received.

Merger Consideration (see page 113)

Under the terms of the merger agreement, Marquis shareholders will be entitled to receive 1.2048 shares of Professional Class A common stock (the “exchange ratio” and together with cash in lieu of fractional shares as discussed below, the “merger consideration”) for each share of Marquis common stock, except for dissenting shares and shares of Marquis common stock owned by Marquis, Professional or their wholly owned subsidiaries (other than (i) shares held in trust accounts, managed accounts, mutual funds 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 Marquis or Professional in respect of a debt previously contracted), they hold immediately prior to the effective time of the merger (which we refer to as the “effective time”). Professional will not issue any fractional shares of Professional Class A common stock in the merger. Instead, for each fractional share of Professional Class A common stock that would otherwise be issued, Professional will pay cash in an amount equal to the fraction of a share of Professional Class A common stock which the holder would otherwise be entitled to receive multiplied by the market value of Professional Class A common stock as agreed by the parties prior to the effective time. No interest will be paid or accrue on cash payable to holders in lieu of fractional shares.

The value of the shares of Professional Class A common stock to be issued in the merger will fluctuate between now and the closing date of the merger. Based on a price of  $18.50 per share of Professional Class A common stock, which represents the initial public offering price of Professional Class A common stock, the merger consideration represented approximately $22.29 for each share of Marquis common stock. Marquis shareholders should obtain current sale prices for the Professional Class A common stock. Professional Class A common stock has been approved for listing on the Nasdaq Global Market under the symbol “PFHD.”

Exchange of Stock Certificates (see page 114)

Promptly after the effective time of the merger, Professional’s exchange agent, Computershare Limited, will mail to each holder of record of Marquis common stock that is converted into the right to receive the merger consideration a letter of transmittal and instructions for the surrender of the holder’s Marquis stock certificate(s) for the merger consideration (including cash in lieu of any fractional Professional shares) and any dividends or distributions to which such holder is entitled to pursuant to the merger agreement.

Please do not send in your certificate until you receive these instructions.

Material U.S. Federal Income Tax Consequences of the Merger (see page 127)

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 Professional and Marquis receive written opinions from their respective advisors to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, a U.S. holder of Marquis common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Marquis

common stock for shares of Professional Class A common stock pursuant to the merger, except with respect to cash received instead of fractional shares of Professional Class A common stock. For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 127.

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

Appraisal Rights (see page 107 and Annex D)

Under Florida law, Marquis shareholders have the right to dissent from the merger and receive a cash payment equal to the fair value of their shares of Marquis common stock instead of receiving the merger consideration. To exercise appraisal rights, Marquis shareholders must strictly follow the procedures established by Sections 607.1301 through 607.1340 of the Florida Business Corporation Act (the “FBCA”), which include filing a written objection with Marquis prior to the Marquis special meeting stating, among other things, that the shareholder will exercise his or her right to dissent if the merger is completed, and not voting for approval of the merger agreement. A shareholder’s failure to vote against the merger agreement will not constitute a waiver of such shareholder’s dissenters’ rights.

Recommendation of the Marquis Board of Directors (see page 86)

After careful consideration, the Marquis board of directors recommends that Marquis shareholders vote “FOR” the approval of the merger agreement and the approval of the other proposals described in this document. Each of the directors of Marquis has entered into a voting agreement with Professional, pursuant to which each has agreed to vote “FOR” the approval of the merger agreement and any other matter required to be approved by the shareholders of Marquis to facilitate the transactions contemplated by the merger agreement, subject to the terms of the voting agreements.

For more information regarding the voting agreements, please see the section entitled “Information About the Marquis Special Meeting — Shares Subject to Voting Agreements; Shares Held by Directors and Executive Officers.”

For a more complete description of Marquis’s reasons for the merger and the recommendations of the Marquis board of directors, please see the section entitled “The Merger — Recommendation of the Marquis Board of Directors and Reasons for the Merger” beginning on page 86.

Opinion of Marquis’s Financial Advisor (see page 92 and Annex B)

Janney Montgomery Scott, LLC (“Janney”) was engaged by the board of directors of Marquis to act as financial advisor and to render a fairness opinion for the board of directors of Marquis in connection with a potential business combination with Professional. Janney delivered to the board of directors of Marquis its oral opinion on August 8, 2019 (subsequently confirmed by its written opinion to the board dated August 12, 2019) that, based upon and subject to the various considerations set forth in its written opinion, the merger consideration to be paid to the shareholders of Marquis is fair to the shareholders of Marquis from a financial point of view. In requesting Janney’s advice and opinion, no limitations were imposed by Marquis with respect to the investigations made or procedures followed by it in rendering this opinion.

The full text of the opinion of Janney, which describes the procedures followed, assumptions made, matters considered and limitations on the review undertaken, are attached hereto as Annex B. Shareholders of Marquis should read these opinions in their entirety. Janney’s opinion speaks only as of August 12, 2019, the date of the opinion.

For further information, please see the section entitled “The Merger — Opinion of Marquis’s Financial Advisor” beginning on page 92.

Recommendation of the Professional Board of Directors (see page 89)

After careful consideration, the Professional board of directors recommends that Professional shareholders vote “FOR” the approval of the Professional share issuance proposal and the approval of the other proposals described in this document. Each of the directors of Professional has entered into a voting

agreement with Marquis, pursuant to which each has agreed to vote “FOR” the Professional share issuance proposal and any other matter required to be approved by the shareholders of Professional to facilitate the transactions contemplated by the merger agreement, subject to the terms of the voting agreements.

For more information regarding the voting agreements, please see the section entitled “Information About the Professional Special Meeting — Shares Subject to Voting Agreements; Shares Held by Directors and Executive Officers.”

For a more complete description of Professional’s reasons for the merger and the recommendations of the Professional board of directors, please see the section entitled “The Merger — Recommendation of the Professional Board of Directors and Reasons for the Merger” beginning on page 89.

Opinion of Professional’s Financial Advisor (see page 99 and Annex C)

Professional engaged Stephens Inc. (“Stephens”) to render financial advisory and investment banking services to Professional, including an opinion to the Professional board of directors as to the fairness, from a financial point of view, to Professional, of the Exchange Ratio in the proposed acquisition of Marquis. Professional selected Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, Stephens is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

On August 9, 2019, Stephens rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the board dated August 9, 2019, as to the fairness, as of such date, from a financial point of view, to Professional, of the Exchange Ratio, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Stephens is attached as Annex C to this document. The summary of the opinion of Stephens set forth in this document is qualified in its entirety by reference to the full text of such written opinion. Holders of Professional common stock are urged to read this opinion in its entirety.

For further information, please see the section entitled “The Merger — Opinion of Professional’s Financial Advisor” beginning on page 99.

Interests of Marquis Directors and Executive Officers in the Merger (see page 110)

Certain of the directors and executive officers of Marquis may have interests in the merger that may be different from, or in addition to, those of Marquis’s shareholders generally. The Marquis board of directors was aware of and considered these potential interests, among other matters, in evaluating, negotiating and approving the merger agreement and the transactions contemplated thereby. See the section entitled “The Merger — Interests of Marquis Directors and Executive Officers in the Merger” beginning on page 110 for a more detailed description of these interests. These interests may include the following, among others:

•

The merger agreement provides that at the effective time of the merger, each stock option to purchase shares of Marquis common stock granted under a Marquis equity plan that is outstanding as of immediately prior to the effective time, whether vested or unvested, will be converted into an option of substantially equivalent value to purchase shares of Professional Class A common stock, which converted stock options will be subject to substantially the same terms and conditions as were applicable immediately prior to the effective time, subject to certain exceptions, including accelerated vesting in the case of Marquis non-employee directors and to certain protections in the event of a termination without “cause” during the first year following the effective time;

​

•

Javier Holtz (Chairman, Chief Executive Officer and Chief Credit Officer of Marquis) and Miriam Lopez (President and Chief Lending Officer of Marquis) have entered into restrictive covenant and voting agreements providing for, among other things, certain payments in connection with the closing of the merger, subject to the executive officer’s compliance with restrictive covenants;

​

•

Philip Gassman (Executive Vice President and Managing Director of Professional & Executive Banking of Marquis) and David DiMuro (Executive Vice President and Senior Lending Officer of Marquis) have entered into letter agreements providing for, among other things, payments and benefits and continued employment with the combined company following the effective time of the merger;

​

•

Filip G. Feller (Executive Vice President and Chief Financial Officer of Marquis) has entered into a letter agreement providing for, among other things, an estimated severance payment if an employment role is not offered to him following the closing of the merger and a success bonus if he remains actively employed through the final banking system conversion;

​

•

Jarret L. Gross, a member of the Marquis board of directors, will be entitled to a one-time cash payment from Marquis upon the effective time of the merger in recognition of the services he provided to facilitate the transaction; and

​

•

Marquis’ directors and executive officers will be entitled to indemnification by Professional with respect to claims arising from matters occurring at or prior to the effective time of the merger and to coverage under a directors’ and officers’ liability insurance policy of Professional for six years after the effective time of the merger.

​

Treatment of Marquis Equity Awards (see page 115)

At the effective time of the merger, each stock option to purchase shares of Marquis common stock granted under a Marquis equity plan that is outstanding as of immediately prior to the effective time, whether vested or unvested, will be converted into an option to acquire the number of shares of Professional Class A common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of Marquis common stock subject to such Marquis stock option immediately prior to the effective time by (ii) the exchange ratio, at an exercise price per share of Professional Class A common stock (rounded up to the nearest whole cent) equal to (x) the exercise price per share of Marquis common stock subject to such Marquis stock option divided by (y) the exchange ratio. Such converted stock options will be generally subject to substantially the same terms and conditions (including vesting) as were applicable prior to the effective time, subject to certain exceptions as described in the section entitled “The Merger Agreement — Treatment of Marquis Equity Awards” beginning on page 115.

Regulatory Approvals (see page 106)

Completion of the merger and the bank merger are subject to various regulatory approvals, including approvals from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Florida Office of Financial Regulation (the “OFR”). Notifications and/or applications requesting approvals for the merger or for the bank merger may also be submitted to other federal and state regulatory authorities and self-regulatory organizations. The parties have filed notices and applications to obtain the necessary regulatory approvals of the Federal Reserve and the OFR. As of December 10, 2019, Professional, Marquis and/or their respective subsidiaries have received all required regulatory approvals from the Federal Reserve and the OFR. The regulatory approvals to which the completion of the merger and bank merger are subject are described in more detail under the section entitled “The Merger — Regulatory Approvals.”

Conditions to Completion of the Merger (see page 124)

The completion of the merger depends on a number of conditions being satisfied or, where permitted, waived, including:

•

the approval of the merger agreement by Marquis shareholders;

​

•

the approval of the Professional share issuance by Professional shareholders;

​

•

the authorization for listing on the Nasdaq Global Market of the shares of Professional Class A common stock to be issued in the merger, subject to official notice of issuance;

​

•

the effectiveness of the Registration Statement on Form S-4, of which this joint proxy statement/​prospectus is a part, under the Securities Act of 1933, as amended (the “Securities Act”), and no order suspending such effectiveness having been issued or threatened;

​

•

the absence of any order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the merger, the bank merger or the other transactions contemplated by the merger agreement;

​

•

all regulatory approvals from the Federal Reserve and any other regulatory approval required to consummate the merger, the failure of which to obtain would reasonably be expected to have a material adverse effect on the combined company, shall have been received and remain in full force and effect and all statutory waiting periods shall have expired, and no such approval shall have resulted in the imposition of any materially burdensome regulatory condition as discussed elsewhere in this document;

​

•

the accuracy of the other party’s representations and warranties in the merger agreement on the date of the merger agreement and as of the effective time of the merger (or such other date specified in the merger agreement) other than, in most cases, inaccuracies that would not reasonably be expected to have a material adverse effect on such party;

​

•

performance in all material respects by the other party of its respective obligations under the merger agreement;

​

•

the absence of any material adverse effect on the other party;

​

•

the maintenance by each of the parties of certain minimum adjusted shareholders’ equity amounts;

​

•

receipt by each party of an opinion of its tax advisor as to the tax-free nature of the merger; and

​

•

in the case of Marquis, the closing of an underwritten public offering of Professional Class A common stock pursuant to an effective registration statement under the Securities Act on Form S-1 or any similar or successor form.

​

No assurance is given as to when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed in a timely manner or at all.

Agreement Not to Solicit Other Offers (see page 120)

Under the terms of the merger agreement, Marquis has agreed not to initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or provide any confidential or nonpublic information or data concerning its and its subsidiaries’ business, properties or assets to, or have any discussion with any person relating to, any acquisition proposal. However, the merger agreement provides that at any time prior to the approval of the merger agreement by the Marquis shareholders, if Marquis receives an unsolicited acquisition proposal that the Marquis board of directors determines in good faith constitutes or is reasonably likely to result in a superior proposal, then Marquis may: (1) negotiate and enter into a confidentiality agreement with the third party making the acquisition proposal with terms and conditions no less favorable in the aggregate to Marquis than the confidentiality agreement entered into by Marquis and Professional prior to the execution of the merger agreement; (2) furnish confidential information regarding Marquis to the third party making the acquisition proposal pursuant to such confidentiality agreement; and (3) negotiate with the third party making the acquisition proposal regarding such proposal, if the Marquis board of directors determines in good faith (following consultation with counsel) that failure to take such actions would or would reasonably be expected to cause the Marquis board of directors to breach its fiduciary duties under applicable law. Marquis must advise Professional in writing within 24 hours following receipt of any acquisition proposal and the substance thereof and must keep Professional apprised of any related developments, discussions and negotiations on a reasonably current basis.

Termination (see page 125)

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the approval of the merger agreement by Marquis shareholders or the approval of the Professional share issuance by the Professional shareholders:

•

by mutual written consent of Professional and Marquis by a written instrument authorized by the boards of directors of Professional and Marquis;

​

•

by either Professional or Marquis, if  (1) a regulatory or other governmental authority that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and non-appealable (provided that the denial is not attributable to the failure of the party seeking to terminate the merger agreement to perform any covenant in the merger agreement required to be performed prior to the effective time of the merger) or (2) a regulatory or other governmental authority has issued a final, non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the completion of the merger or the bank merger;

​

•

by either Professional or Marquis, if the merger has not been completed by August 9, 2020, unless the failure to complete the merger by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the merger agreement;

​

•

by either Professional or Marquis, if there is a breach by the other party of any representation, warranty, covenant or other agreement set forth in the merger agreement, that would, individually or in the aggregate, if occurring or continuing on the closing date, result in the failure to satisfy the closing conditions of the party seeking termination and such breach is not cured within 20 business days following written notice to the breaching party or by its nature or timing cannot be cured within that time period (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement);

​

•

by Professional, if  (1) the Marquis board of directors fails to recommend that the Marquis shareholders approve the merger agreement or withdraws or modifies, in a manner adverse to Professional, such recommendation or makes, or causes to be made, any third party or public communication proposing or announcing an intention to withdraw or modify, in any manner adverse to Professional, such recommendation (referred to as a “change in recommendation”), or (2) Marquis materially breaches the provisions of the merger agreement relating to third party acquisition proposals;

​

•

by Professional, if the Marquis shareholders fail to approve the merger agreement at a duly held meeting of the shareholders or at an adjournment or postponement thereof;

​

•

by Marquis, if the Professional board of directors fails to recommend that Professional shareholders approve the Professional share issuance in connection with the merger or withdraws or modifies, in a manner adverse to Marquis, such recommendation or makes or causes to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Marquis such recommendation; and

​

•

by Marquis, if the Professional shareholders fail to approve the Professional share issuance in connection with the merger at a duly held meeting of the shareholders or at an adjournment or postponement thereof.

​

Termination Fee (see page 125)

Marquis must pay Professional a termination fee of  $4 million:

•

if the merger agreement is terminated by Professional because the Marquis board of directors did not recommend that the Marquis shareholders approve the merger agreement or made a change in recommendation, or because Marquis materially breached the provisions of the merger agreement relating to third party acquisition proposals; or

​

•

if the merger agreement is terminated by Professional because the Marquis shareholders failed to approve the merger agreement and, if prior to the Marquis special meeting, there is a publicly announced and not publicly withdrawn acquisition proposal and, within 12 months of such termination, Marquis or any of its significant subsidiaries enters into a definitive agreement with respect to an acquisition proposal or completes an acquisition proposal.

​

Professional must pay Marquis a termination fee of  $4 million:

•

if the merger agreement is terminated by Marquis because the Professional board of directors did not recommend that the Professional shareholders approve the Professional share issuance in connection with the merger or withdraws or modifies, in a manner adverse to Marquis, such recommendation or makes or causes to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Marquis such recommendation; or

​

•

if the merger agreement is terminated by Marquis following a material breach by Professional of its obligations with respect to obtaining regulatory approvals for consummation of the merger (excluding any delay in or failure to launch or complete an initial public offering of Professional Class A common stock, due to market conditions, SEC review or comments, or other factors outside the control of Professional, or a failure to comply with the provisions therein that provide for a specific filing deadline with respect to applications or filings with governmental entities).

​

Except in the case of a willful and material breach of the merger agreement, the payment of the termination fee will fully discharge the party paying such fee from any losses that may be suffered by the other party arising out of the termination of the merger agreement.

Nasdaq Listing (see page 119)

Professional will use its reasonable best efforts to cause the shares of Professional Class A common stock to be issued to the holders of Marquis common stock in the merger to be authorized for listing on the Nasdaq Global Market, subject to official notice of issuance, prior to the effective time of the merger.

Accounting Treatment (see page 106)

Professional will account for the merger under the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America.

Professional Special Meeting (see page 75)

The special meeting of Professional shareholders will be held on March 17, 2020, at 11:00 a.m., local time, at the main office of Professional at 396 Alhambra Circle, Suite 255, Coral Gables, Florida 33134. At the special meeting, Professional shareholders will be asked to vote on:

•

the proposal to approve the issuance of Professional Class A common stock in connection with the merger; and

​

•

the Professional adjournment proposal.

​

Holders of Professional Class A common stock as of the close of business on the February 6, 2020 record date are entitled to notice of and to vote at the Professional special meeting. As of the record date, there were an aggregate of 5,122,762 shares of Professional Class A common stock outstanding and entitled to vote held by approximately 330 holders of record. Each Professional shareholder can cast one vote for each share of Professional Class A common stock owned on the record date.

As of the record date, directors and executive officers of Professional and their affiliates owned and were entitled to vote 1,173,877 shares of Professional Class A common stock, representing approximately 22.7% of the shares of Professional Class A common stock outstanding and entitled to vote on that date. As of the record date, neither Marquis nor any of its directors or executive officers owned or had the right to vote any of the outstanding shares of Professional Class A common stock.

Marquis Special Meeting (see page 79)

The special meeting of Marquis shareholders will be held on March 19, 2020, at 11:00 a.m., local time, at the La Gorce Country Club, 5685 Alton Road, Miami Beach, Florida 33140. At the special meeting, Marquis shareholders will be asked to vote on:

•

the proposal to approve the merger agreement; and

​

•

the Marquis adjournment proposal.

​

Holders of Marquis common stock as of the close of business on the February 6, 2020 record date can vote at the Marquis special meeting. As of the record date, there were an aggregate of 3,419,188 shares of Marquis common stock outstanding and entitled to notice and to vote held by approximately 150 holders of record. Each Marquis shareholder can cast one vote for each share of Marquis voting common stock owned on the record date.

As of the record, date, directors and executive officers of Marquis and their affiliates owned and were entitled to vote 767,514 shares of Marquis common stock, representing approximately 22.5% of the shares of Marquis common stock outstanding and entitled to vote on that date. As of the record date, neither Professional nor any of its directors or executive officers owned or had the right to vote any of the outstanding shares of Marquis common stock.

Required Shareholder Votes (see pages 76 and 79)

In order to approve the merger agreement, the holders of at least a majority of the outstanding shares of Marquis common stock entitled to vote at the Marquis special meeting must vote in favor of the merger agreement. In order to approve the Professional share issuance in connection with the merger, a majority of the votes cast on the Professional share issuance proposal at the Professional special meeting must be voted in favor of the proposal.

No Restrictions on Resales (see page 113)

All shares of Professional Class A common stock received by Marquis shareholders in the merger will be freely tradable, except that shares of Professional received by persons who become affiliates of Professional for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.

Comparison of Shareholders’ Rights (see page 288)

The rights of Marquis shareholders who continue as Professional shareholders after the merger will be governed by the certificate of incorporation and bylaws of Professional rather than the certificate of incorporation and bylaws of Marquis. For more information, please see the section entitled “Comparison of Shareholders’ Rights” beginning on page 288.

Risk Factors (see page 44)

Before voting at the Professional or Marquis special meeting, you should carefully consider all of the information contained in this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” beginning on page 44.

Recent Developments

Share Repurchase

On September 5, 2019, Professional repurchased 200,000 shares of its Class A common stock at a price of  $17.50 per share, for an aggregate purchase price of  $3,500,000 from one of Professional’s largest shareholders, De Linea CV. This repurchase was a result of an unsolicited offer by De Linea CV to Professional to repurchase these shares. Under the terms of the merger agreement with Marquis, Professional was required to obtain Marquis’s consent to consummate this repurchase, which Professional obtained.

Professional Holding Corp. Secured Revolving Line of Credit

On December 19, 2019, Professional entered into a new $10.0 million secured revolving line of credit with Valley National Bank, N.A. Amounts drawn under this line of credit will bear interest at the Prime Rate, as announced by The Wall Street Journal from time to time as its prime rate, and Professional’s obligations under this line of credit are secured by all of the issued and outstanding shares of capital stock of Professional Bank, which Professional has pledged as security. Outstanding principal and interest under the line of credit is payable at maturity on December 19, 2020. As of December 31, 2019, approximately $10.0 million was drawn under this line of credit, the proceeds of which were primarily used to provide additional capital to Professional Bank to support continued growth and also to cover expenses incurred in connection with entering into the line of credit. Professional expects to use a portion of the net proceeds from its initial public offering to repay all or a portion of the outstanding principal and accrued interest under this line of credit.

Recent Financial Developments

The following financial and related data contain selected preliminary unaudited financial information regarding Professional’s and Marquis’s performance and financial position as of and for the periods indicated. The selected consolidated financial data as of and for the year ended December 31, 2018 is derived from Professional’s and Marquis’s audited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus. Professional’s and Marquis’s audited consolidated financial statements as of and for the year ended December 31, 2019 are not yet available. The financial information included below for the year ended December 31, 2019 has not been audited and Professional’s or Marquis’s independent public accounting firm has not performed any procedures with respect to such financial data and does not express an opinion or give any other form of assurance with respect to such data. Under generally accepted accounting principles, or “GAAP,” Professional and Marquis are required to assess certain information that may come to Professional’s or Marquis’s attention, respectively, that may constitute one or more subsequent events, which may either need to be considered in the presentation of the audited consolidated financial statements as of and for the year ended December 31, 2019 or disclosed in the notes thereto (or both). As a result, subsequent information may cause a change in certain accounting estimates and other financial information, including estimates and financial information related to Professional’s or Marquis’s allowance for loan losses, fair values, and income taxes.

Professional and Marquis have prepared the financial data for the year ended December 31, 2019 on the same basis as the audited financial statements and have included all adjustments, consisting of normal and recurring adjustments, that Professional or Marquis, as applicable, consider necessary for a fair presentation of the financial condition and operating results for the unaudited periods.

Highlights of Professional’s and Marquis’s results of operations and financial condition as of and for the year and three months ended December 31, 2019 are provided below.

Professional Holding Corp. 2019 Results of Operations

•

Net income of  $2.3 million for 2019, which represented an increase of  $230 thousand, or 10.9%, compared to 2018.

​

•

Net interest income of  $28.0 million for 2019, which represented an increase of  $6.1 million, or 28.0%, compared to 2018, primarily due to balance sheet growth.

​

•

Provision for loan losses was $0.9 million for 2019, which represented a decrease of approximately $288 thousand, or 25.0%, compared to 2018.

​

•

Noninterest income totaled $2.8 million for 2019, which represented an increase of  $0.9 million, or 49.8%, compared to 2018, primarily due to increased swap referral fees.

​

•

Noninterest expense of  $27.0 million, which represented an increase of  $7.1 million, or 35.9%, compared to 2018, primarily due to increased salary, benefit, and occupancy expense due to Professional’s recent expansion and additional expenses related to Professional’s proposed acquisition of Marquis, FDICIA compliance and this offering

​

Net Income

Net income was $2.3 million for the year ended December 31, 2019, which represented an increase of $230 thousand, or 10.9%, compared to $2.1 million for the year ended December 31, 2018. Net income during 2019 was positively affected by increased net interest income of  $6.1 million, a decreased provision for loan losses of  $0.3 million, and a $0.9 million increase in noninterest income, partially offset by a $7.1 million increase in noninterest expense. Net income for the three months ended December 31, 2019 increased $202 thousand, or 25.7%, compared to the three months ended December 31, 2018. Net income during the fourth quarter of 2019 was positively affected by increased net interest income of  $1.1 million, a decreased provision for loan losses of  $0.3 million, and increased noninterest income of  $0.1 million, partially offset by a $1.3 million increase in noninterest expense.

Net Interest Income

Interest income increased $11.5 million while interest expense increased $5.3 million, resulting in a net interest income increase of  $6.1 million for the year ended December 31, 2019 compared to 2018. The increase in interest income in 2019 compared to 2018 was primarily due to loan growth and slightly increased average yields on loans in Professional’s portfolio. Interest expense also increased, but by a lower dollar amount compared to the increase in interest income, due to an increase in total deposits, and was partially offset by decreased interest rates paid on deposit products as a result of Federal Reserve rate cuts during the second half of 2019. For the year ended December 31, 2019, Professional’s yield on average earning assets was 4.67% and Professional’s cost of average interest-bearing liabilities was 1.78%. For the year ended December 31, 2019, Professional’s yield on average loans was 5.15% and Professional’s cost of average interest-bearing deposits was 1.73%.

Interest income increased $2.3 million while interest expense increased $1.2 million, primarily due to deposit growth, resulting in an increase in net interest income of approximately $1.1 million for the three months ended December 31, 2019 compared to the three months ended December 31, 2018. The increase in interest income during the fourth quarter of 2019 compared to the same period in 2018 was primarily due to loan growth.

Provision for Loan Losses

The provision for loan losses was $0.9 million for the year ended December 31, 2019, a decrease of $288 thousand from $1.2 million for the year ended December 31, 2018. The provision for loan losses was $0.1 million for the fourth quarter of 2019, compared to $0.4 million during the fourth quarter of 2018. Professional’s allowance for loan losses was $6.5 million, or 0.83% of loans, at December 31, 2019, compared to $6.4 million, or 0.84% of loans, at September 30, 2019 and $5.7 million, or 0.94% of loans, at December 31, 2018.

Noninterest Income

Noninterest income for the year ended December 31, 2019 was $2.8 million, an increase of $0.9 million, or 49.8%, compared to noninterest income of  $1.9 million for the year ended December 31, 2018. The increase in noninterest income during 2019 was primarily due to increased swap referral fees of $0.8 million and increased loan sale proceeds of  $0.1 million compared to 2018.

Noninterest income for the three months ended December 31, 2019 was $0.7 million, an increase of $0.1 million, or 22.5%, compared to noninterest income of  $0.6 million for the three months ended December 31, 2018. The increase in noninterest income during the three months ended December 31, 2019 was primarily due to an increase in proceeds from loan sales of  $62 thousand, as well as an increase of $58 thousand from bank-owned life insurance, compared to the three months ended December 31, 2018.

Noninterest Expense

Noninterest expense was $27.0 million for the year ended December 31, 2019, an increase of $7.1 million, or 35.9%, compared to $19.9 million for the year ended December 31, 2018. The increase in noninterest expense was primarily due to an increase in salary and benefit expense of  $5.0 million due to

hiring 19 additional employees during 2019 and, to a lesser extent, increases in occupancy and equipment expense of  $0.8 million due to the expansion of Professional’s branch and loan production office locations and opening Professional’s Digital Innovation Center in Cleveland, Ohio. Noninterest expense during 2019 was also impacted by an increase in professional services expense of  $0.6 million, $0.5 million of which was incurred in connection with Professional’s proposed acquisition of Marquis, FDICIA compliance required when we exceeded $1.0 billion in assets and Professional’s initial public offering.

Noninterest expense was $6.9 million for the three months ended December 31, 2019, an increase of $1.3 million, or 22.2%, compared to $5.7 million for the three months ended December 31, 2018. The increase in noninterest expense was primarily due to an increase in salary and benefit expense of $779.2 thousand due the addition of 19 employees during 2019 and, to a lesser extent, increases in occupancy and equipment expense of  $0.3 million due to the expansion of Professional’s branch and loan production office locations and opening Professional’s Digital Innovation Center in Cleveland, Ohio. Noninterest expense was also impacted by an increase in professional services expense of  $0.1 million, due to FDICIA compliance expense required when we exceeded $1.0 billion in assets and additional audit fees related to Professional’s initial public offering.

Marquis Bancorp, Inc. 2019 Results of Operations

Net Income

Net income was $7.1 million for the year ended December 31, 2019, an increase of  $0.3 million, or 3.9%, compared to $6.8 million for the year ended December 31, 2018. Net income for 2019 was positively affected by an increase in interest income of  $3.9 million, a decreased provision for loan losses of $1.0 million, and an increase in noninterest income of  $0.2 million, partially offset by an increase in interest expense of  $3.1 million and an increase in noninterest expense of  $1.5 million.

Net income for the three months ended December 31, 2019 decreased $0.3 million, or 16.5%, to $1.6 million compared to $1.9 million in the three months ended December 31, 2018. Net income for the fourth quarter of 2019 was negatively impacted by a $0.4 million reduction in net interest income, a $0.4 million increase in noninterest expense and a $0.1 million reduction in noninterest income, partially offset by a $0.6 million reduction in the provision for loan losses, compared to the fourth quarter of 2018.

Net Interest Income

During 2019, interest income increased $3.9 million while interest expense increased $3.1 million, resulting in net interest income of  $21.9 million, an increase in net interest income of approximately $0.7 million, for the year ended December 31, 2019 compared to the prior year. The increase in interest income was primarily due to greater commercial real estate and commercial loan interest income of approximately $2.5 million and $0.5 million, respectively, and greater investment income of  $0.1 million. The increase in interest expense was primarily due to greater certificate of deposits, wholesale funding and money market of  $1.6 million, $0.9 million and $0.7 million, respectively, from greater average balances for each.

Interest income was flat at $7.8 million while interest expense increased $0.4 million, resulting in a decrease in net interest income of approximately $0.4 million for the three months ended December 31, 2019 compared to the three months ended December 31, 2018. Interest income for the three months ended December 31, 2019 was flat primarily due to net loan payoffs and line reductions of  $18.1 million during the quarter, compared to $17.4 million of net new loan and line advances for the same period of 2018. Interest expense for the three months ended December 31, 2019 increased by $0.4 million, primarily due to greater average interest bearing deposit balances of  $38.0 million offset by less wholesale funding of $20.7 million, compared to greater average interest bearing deposit balances of  $5.0 million offset by less wholesale deposits of  $2.2 million, for the three months ended December 31, 2018.

Provision for Loan Losses

Marquis’s provision for loan losses was $0.2 million for the year ended December 31, 2019, a decrease of  $1.0 million from $1.1 million for the year ended December 31, 2018. Marquis had a negative provision for loan losses of  $0.2 million for the fourth quarter of 2019, a decrease of  $0.6 million compared to a

provision for loan losses of  $0.4 million for the fourth quarter of 2018. Marquis’s allowance for loan losses was $5.1 million, or 0.93% of loans, at December 31, 2019, compared to $5.3 million, or 0.94% of loans, at September 30, 2019 and $4.9 million, or 0.87% of loans, at December 31, 2018.

Noninterest Income

Noninterest income for the year ended December 31, 2019 was $1.4 million, a $0.1 million or 14.6% increase compared to noninterest income of  $1.3 million for the year ended December 31, 2018. The increase in noninterest income was primarily due to $0.06 million gains from the sales of SBA loans and, to a lesser extent, greater deposit account service charges of  $0.05 million.

Noninterest income for the three months ended December 31, 2019 was $0.3 million, a decrease of approximately $0.1 million, or 30.0%, compared to noninterest income of  $0.4 million for the three months ended December 31, 2018. The decrease in noninterest income for the quarter was primarily due to lower gains from sales of SBA loans of  $0.1 million compared to the three months ended December 31, 2018.

Noninterest Expense

Noninterest expense was $13.8 million for the year ended December 31, 2019, an increase of $1.5 million, or 12.0%, compared to $12.3 million for the year ended December 31, 2018. The increase in noninterest expense was primarily due to increased employee salary and benefits expense of approximately $0.6 million and increased professional fees of approximately $0.6 million related to the proposed acquisition of Marquis by Professional.

Noninterest expense was $3.7 million for the three months ended December 31, 2019, an increase of $0.4 million, or 12.8%, compared to $3.3 million for the three months ended December 31, 2018. The increase in noninterest expense for the quarter was primarily due to increased professional fees of approximately $0.4 million related to the proposed acquisition of Marquis by Professional.

Professional Holding Corp. Financial Condition

Total assets were $1.053 billion at December 31, 2019, compared to $963.2 million and $729.6 million at September 30, 2019 and December 31, 2018, respectively. The primary driver of the increase in total assets year-over-year was an increase in loans of approximately $183.7 million and an increase in cash and due from banks of approximately $107.1 million. The increase in total assets during the three months ended December 31, 2019 compared to the same period in 2018 was primarily due to increased interest-bearing deposits held at other banks of  $65.3 million and a $20.5 million increase in loans. Professional had nonperforming assets of  $2.6 million and $4.7 million as of December 31, 2019 and September 30, 2019, respectively, representing approximately 0.25% and 0.49% of total assets, respectively. Professional did not have any nonperforming assets as of December 31, 2018.

Total liabilities were $973.7 million at December 31, 2019, compared to $885.2 million and $649.9 million at September 30, 2019 and December 31, 2018, respectively. The primary driver of the year-over-year change in total liabilities was a $289.6 million increase in total deposits, an increase of approximately $10.0 million in current liabilities due to the drawdown on Professional’s revolving line of credit with Valley National Bank, N.A., and a $15.0 million increase in FHLB advances. The increase in total liabilities for the three months ended December 31, 2019 was primarily due to a $69.8 million increase in total deposits, an increase of approximately $10.0 million in current liabilities due to the drawdown on Professional’s revolving line of credit with Valley National Bank, N.A., and a $5.0 million increase in FHLB advances. As of December 31, 2019, noninterest-bearing deposits were $184.2 million, or approximately 20.6% of total deposits.

Total shareholders’ equity at December 31, 2019 was $79.3 million, compared to $78.0 million and $79.7 million at September 30, 2019 and December 31, 2018, respectively. The year-over-year decrease in total shareholders’ equity was primarily due to a $4.0 million increase to treasury stock due to the repurchase of shares previously issued, partially offset by net income of  $2.3 million and an $867 thousand increase in additional paid in capital. Total shareholders’ equity increased $1.3 million during the three

months ended December 31, 2019 primarily due to $1.0 million of net income and a $352 thousand increase to additional paid in capital. As of December 31, 2019, the book value of Professional Class A common stock was $13.52 per share, compared to $13.58 and $13.45 as of September 30, 2019 and December 31, 2018, respectively.

Marquis Financial Condition

Total assets were $646.0 million at December 31, 2019, compared to $676.8 million at September 30, 2019 and $662.3 million at December 31, 2018. The primary driver of the decrease in assets year-over-year was a decrease in loans of  $8.8 million and a decrease in cash and due from banks of  $1.6 million. The decrease in assets during the fourth quarter of 2019 was primarily due to a decrease in loans of $17.4 million and a decrease in cash and due from banks of  $15.8 million. Marquis had nonperforming assets of  $0.1 million, $1.8 million, and $2.1 million as of December 31, 2019, September 30, 2019, and December 31, 2018, respectively, representing approximately 0.02%, 0.27%, and 0.32% of total assets, respectively.

Total liabilities were $587.7 million at December 31, 2019, compared to $620.4 million at September 30, 2019 and $611.5 million at December 31, 2018. The primary driver of the year-over-year change in total liabilities was a $25.0 million decrease in FHLB advances. The decrease in total liabilities during the fourth quarter of 2019 was primarily due to a $52.0 million decline in deposits as a result of lower noninterest bearing demand deposits of  $20.8 million and lower wholesale deposits of  $34.6 million, partially offset by greater NOW and certificates of deposit of  $5.1 million.

Total shareholders’ equity at December 31, 2019 was $58.3 million, an increase of  $7.5 million from $50.8 million at December 31, 2018. The increase in total shareholders’ equity was primarily due to net income of  $7.1 million, a $0.8 million increase in additional paid-in-capital, and a $0.3 million increase to accumulated other comprehensive income reflective of shifts in fair value of investment securities available-for-sale, offset by dividends paid to shareholders of  $0.8 million. The increase to additional paid-in-capital was largely due to stock compensation expense incurred during the year on stock option grants awarded, vesting, and options exercised during 2019. Total shareholders’ equity increased $1.9 million to $58.3 million at December 31, 2019, from $56.4 million at September 30, 2019, primarily due to $1.6 million of net income and $0.2 million of additional paid-in-capital for the three months ended December 31, 2019.

Professional Holding Corp. Recent Financial Data (unaudited)

(1)

This is a non-GAAP financial measure. Please see below for reconciliation to the most comparable GAAP number.

​

Marquis Bancorp, Inc. Recent Financial Data (unaudited)

(1)

This is a non-GAAP financial measure. Please see below for reconciliation to the most comparable GAAP number.

​

Non-GAAP Financial Measures

Some of the financial data included above are not measures of financial performance recognized by GAAP. These non-GAAP financial measures are “tangible common equity,” “tangible common equity to tangible assets” and “tangible book value per share.” We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to Professional’s financial condition, results of operations and cash flows computed in accordance with GAAP. We have defined these terms, and the way that we use them, beginning on page 31 of this joint proxy statement/prospectus. Although we believe these non-GAAP financial measures provide a greater understanding of Professional’s business and the business of Marquis, these measures are not necessarily comparable to similar measures that may be presented by other companies. The tables below provide a reconciliation of the measures to the closest GAAP financial measures.

Professional Holding Corp. Non-GAAP Reconciliation

Marquis Bancorp, Inc. Non-GAAP Reconciliation

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PROFESSIONAL

The tables below summarize Professional’s financial information for the periods indicated. Professional’s financial information for the years ended December 31, 2018 and 2017 was derived from its audited financial statements included elsewhere in this joint proxy statement/prospectus. Professional’s financial information for the year ended December 31, 2016 was derived from its audited financial statements which are not included in this joint proxy statement/prospectus. Professional’s financial information as of September 30, 2019 and 2018 and for the nine-month periods ended September 30, 2019 and 2018 was derived from its unaudited financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited financial statements include, in the opinion of Professional’s management, all adjustments which are necessary for the fair presentation of the financial information set forth therein. You should read the following information together with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Professional” and Professional’s financial statements and the accompanying notes. Professional’s historical results are not necessarily indicative of the results to be expected in any future period. Interim financial results are not necessarily indicative of results that may be expected for the full fiscal year.