Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



On January 19, 2022, the Board of Directors (the "Board") of GrandSouth Bancorporation (the "Company") acknowledged that J. Randolph Potter will be at least seventy-five years of age on the date of the Company's 2022 Annual Meeting of Shareholders (the "Annual Meeting"). Under the mandatory retirement age policy in the Company's bylaws, a person may not serve as a director of the Company unless such person is under seventy-five years of age at the time of such person's election as director.

The Board concluded that Mr. Potter's experience, role as chair of the audit committee, and qualifications as an audit committee financial expert advance the strategic goals of the Company and the Company would benefit from his continued service as a director. On January 19, 2022, the Board waived the effective date of the mandatory retirement age for Mr. Potter, who will stand for re-election at the Annual Meeting as a Director.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit index lists the exhibit that is furnished with this Current Report on Form 8-K:

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