ccbg401k

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C.

20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

____________________________

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO

SECTION 15(d) OF THE SECURITIES EXCHANGE ACT

1934

For the fiscal year ended December 31, 2020

[ ]

TRANSITION

REPORT PURSUANT TO

SECTION 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from ____________ to ____________

Commission file number 0-13358

A. Full title of the plan and the address of the plan, if different

from that of the issuer named below:

CAPITAL CITY BANK GROUP,

INC. 401(k) Plan

(Exact name of the plan)

B. Name of issuer of the securities held pursuant to the plan and

the address of its principal executive office:

Capital City Bank Group, Inc.

217 North Monroe Street

Tallahassee, Florida

32301

REQUIRED INFORMATION

The following financial statements shall be furnished for the plan:

The Capital City Bank Group, Inc. 401(k) Plan (“Plan”) is subject to the Employee

Retirement

Income Security Act of 1974 (“ERISA”).

Therefore, in lieu of the requirements of items 1-3

of Form 11-

K, the financial statements and schedule of the Plan for the two years

ended December 31, 2020 and 2019

have been prepared in accordance with the financial reporting requirements

of ERISA.

INANCIAL

TATEMENTS

AND

UPPLEMENTAL

CHEDULE

Capital City Bank Group, Inc. 401(k) Plan

December 31, 2020 and 2019

and Year

Ended December 31, 2020

With Report of Independent Registered Public Accounting Firm

Capital City Bank Group, Inc. 401(k) Plan

Financial Statements and Supplemental Schedule

December 31, 2020 and 2019 and Year

Ended December 31, 2020

Contents

Report of Independent Registered Public Accounting Firm ............................................................1

Financial Statements

Statements of Net Assets Available for Benefits .............................................................................3

Statement of Changes in Net Assets Available for Benefits ............................................................4

Notes to Financial Statements ..........................................................................................................5

Supplemental Schedule

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

.................................................13

Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of Capital City Bank Group, Inc. 401(k) Plan

Opinion on the Financial Statements

We hav

audited the accompanying

statements of net

assets available for

benefits of Capital

City Bank

Group, Inc.

401(k) Plan

(the Plan)

as of

December 31, 2020

and 201

9, and

the related

statement of

changes in net

assets available for

benefits for the

year ended December

31, 2020, and

the related notes

(collectively referred to

as the

“financial statements”).

In our

opinion, the

financial statements present

fairly, in

all material respects,

the net assets

available for benefits of

the Plan at

December 31, 2020

and

2019, and

the changes in

its net

assets available for

benefits for

the year ended

December 31, 2020,

conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial

statements are

the responsibility

of the

Plan’s management.

Our responsibility

is to

express an

opinion on

the Plan’s

financial statements based

on our

audits. We

are a

public accounting

firm registered with

the Public Company Accounting

Oversight Board (United States)

(PCAOB) and are

required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducte

our audits in

accordance with the

standards of the

PCAOB. Those standards

require that

we plan and

perform the audit

to obtain reasonable

assurance about whether

the financial statements

are

free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we

engaged to perform, an

audit of its

internal control over financial

reporting. As part

of our audits

we are

required to obtain an

understanding of internal control over

financial reporting but not

for the purpose

expressing an opinion on

the effectiveness of

the Plan’s

internal control over financial

reporting.

Accordingly, we express no such opinion.

Our audits

included performing procedures

to assess

the risks

of material

misstatement of the

financial

statements, whether

due to

error or

fraud, and

performing procedures that

respond to

those risks.

Such

procedures included

examining, on

a test

basis, evidence

regarding the

amounts and

disclosures in

the

financial statements.

Our audits

also included

evaluating the

accounting principles used

and significant

estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule

The accompanying supplemental

schedule of assets

(held at end

of year) as

of December 31,

2020, has

been subjected to

audit procedures performed in conjunction with the

audit of the Plan’s financial

statements. The information in the

supplemental schedule is the responsibility of

the Plan’s

management.

Our audit procedures included determining whether

the information reconciles to the

financial statements

or the

underlying accounting

and other

records, as

applicable, and

performing procedures

to test

the

completeness and

accuracy of

the information

presented in

the supplemental

schedule. In

forming our

opinion on

the information,

we evaluate

whether such

information, including its

form and

content, is

presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and

Disclosure under the Employee Retirement Income

Security Act of 1974.

In our opinion, the information

is fairly stated, in all material respects, in relation to the financial statements

as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s

auditor since 2013.

Tallahassee, Florida

June 25, 2021

Capital City Bank Group, Inc. 401(k) Plan

Statements of Net Assets Available for Benefits

December 31,

2020

2019

Assets

Investments at fair value

43,700,762

39,420,736

Total assets

43,700,762

39,420,736

Net assets available for benefits

43,700,762

39,420,736

See accompanying notes.

Capital City Bank Group, Inc. 401(k) Plan

Statement of Changes in Net Assets Available for Benefits

Year

Ended December 31, 2020

2020

Additions

Investment income:

Dividends and interest income

340,857

Net appreciation in fair value of investments

4,361,106

Total Investment Income

4,701,963

Contributions:

Participants

2,844,401

Employer

783,718

Rollover

306,427

Total Contributions

3,934,546

Total Additions

8,636,509

Deductions

Benefit payments

4,219,601

Administrative expenses

136,882

Total deductions

4,356,483

Net increase

4,280,026

Net assets available for benefits at beginning of year

39,420,736

Net assets available for benefits at end of year

43,700,762

See accompanying notes.

Capital City Bank Group, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2020

1. Description of Plan

The following description

of the Capital

City Bank Group,

Inc. 401(k) Plan

(the Plan) provides

general

information about

the Plan’s provisions. Capital City Bank Group, Inc. (the Company) is the plan

sponsor. Participants

should refer

to the

Plan document

and Summary

Plan Description

for a

complete description of the Plan’s provisions, copies of which may be obtained from the plan sponsor.

General

The Plan is

a defined contribution

retirement plan established

under the provisions

of Section 401(a)

the Internal

Revenue Code

(the IRC),

which includes

a qualified

deferred arrangement

as described

Section 401(k)

of the

IRC. The

Plan is

intended to

provide benefits

to all

eligible employees

of the

Company. Employees

of the Company

become eligible to

participate in the

Plan at the

time of

employment. Employees may enter the Plan on the first day of the month coinciding with or following

the

date on which the employee becomes eligible to participate in the Plan.

The overall responsibility for administering the Plan rests with the Company.

However, the Company has

delegated administration of the Plan to

the Retirement Committee (the “Plan Administrator”).

The

administrative and record-keeping services are outsourced to Empower Retirement.

Reliance Trust serves

as trustee

and asset

custodian.

Strategic Retirement Partners

served as

the 3(38)

fiduciary for

the plan

year ended December 31, 2020.

In March

2020, the

World Health

Organization declared

the outbreak

and ongoing

coronavirus 2019

disease (Covid-

19) a

pandemic.

Covid-19 has

contributed to

volatility in

financial markets.

The Plan

adopted certain features specified in recent Federal regulations

of the Coronavirus Aid Relief and

Economic Security Act (“CARES Act”)

for qualifying participants including Covid

-19 distribution

options of

up to

$100,000, and

elimination of

2020 Required

Minimum Distributions for

those

participants who meet

certain

qualifications.

The impact of

these provisions had

an immaterial effect

the Plan during 2020.

1. Description of Plan (continued)

Contributions

Each year,

participants may elect

to contribute up

to 100% of

pretax annual compensation, as

defined in

the Plan document

and subject to

certain limitations under

the IRC.

Participants may choose

to change

their deferral percentage

at any time.

The Plan a

lso includes an

automatic contribution arrangement that

applies to new

or re-hired employees of

the Company.

The automatic deferral

amount is 3%

of eligible

compensation.

On June

1, 2020,

automatic contribution

was extended

to include

any associates

not

actively deferring

3% or

more; these

associates will

be auto-

enrolled with

a 3%

deferral rate.

Furthermore, beginning June 1, 2021, the plan will auto-escalate participants deferral rate by 1% annually

each June until a

6% deferral rate is

achieved.

Employees who do not

wish to be automatically

enrolled

or auto-escalate may elect

not to defer

or to defer

another percentage.

The Plan also

allows participants

who reach the

age of 50

during the taxable

year to make catch

-up contributions.

Catch-up contributions

are 401(k)

elective deferral

contributions in

excess of

any limit

on such

contributions under

the Plan

subject to IRC limitations.

The Plan also

allows participants to contribute

monies as Roth contributions,

subject to the same limitations as are in place for pretax contributions.

For 2020,

the Company

provided a

50% match

on participant

contributions of

6% or

less of

eligible

compensation.

Only employees hired after January 1, 2002,

and who have completed 90

days of service,

are eligible for this

match.

All new associates hired a

fter January 1, 2020,

in addition to the

50% match,

received a separate

non-elective contribution equal

to 3% of

their annual compensation,

calculated on a

monthly payroll basis.

Ninety days of service is required before this non-elective contribution begins.

additional discretionary employer contributions were made for 2020.

Participant Accounts

Each participant’s

account is credited

with the participant’s

contribution, the Company

matching

contributions, and effective

January 1, 2020

the 3% non-elective contribution

for eligible associates, and

allocations of Plan

earnings based on

the participant’s

investment elections; any

withdrawal distribution

fees are charged to the participant account.

Administrative expenses are paid by the plan, the participants,

or directly by

the Company,

as defined in

the Plan document

and/or vendor agreements.

The benefit

which a

participant is entitled

is the

benefit that can

be provided from

the participant’s

vested account.

Each participant directs

the investment of

his or her

account to

any of the

investment options available

under the Plan.

Vesting

Participants are

immediately vested

in their

contributions plus

actual earnings

thereon.

Vesting

in the

Company’s matching

portion of their

accounts (including the

3% non-elective contributions)

plus actual

earnings thereon is

based on years

of credited service.

A participant

is 100% vested

in the Company’s

matching, 3%

non-elective and

discretionary contributions

(if any

), and

related earnings

thereon, after

three years

of credited

service (on

a cliff

basis).

Credited service

for vesting

purposes requires

1,000

hours during the Plan year.

A participant becomes fully vested in his or her account balance upon

retirement, death or disability.

Capital City Bank Group, Inc. 401(k) Plan

Notes to Financial Statements (continued)

Description of Plan (continued)

Forfeitures

Forfeitures are used to reduce

the employer contributions and/or pay Plan administrative

expenses.

Unallocated forfeited balances as of December 31, 2020 and 2019 were approximately $1,300 and

$11,200 respectively.

The Company

did not

use forfeitures

to reduce

Company contributions

for 2020

and 2019.

Payment of Benefits

Upon termination

of service

due to

death, disability,

retirement or

other reason,

a participant

(or their

beneficiary in the event of death) will, upon request, receive

a lump-sum amount equal to the value of the

vested interest

in his

or her

account. Part

icipants may also

receive a

distribution while

in service

upon

demonstration of financial

hardship or reaching

age 59 ½.

Participants that are

qualified reservists and

are called upon for active duty for more than 179 days or an indefinite

period may receive a distribution.

Administrative Expenses

The Plan’s

administrative expenses were

paid, pro rata,

by participants.

Forfeiture monies were

used to

offset participant expenses.

Expenses relating to

purchases, sales, transfers or

distributions of the

Plan’s

investments are charged to the particular investment fund and/or participant to which

the expense relates.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue

its contributions at any time and to terminate the Plan subject

to the provisions of the Employee

Retirement Income Security Act of 1974, as amended (ERISA). In the

event of Plan termination,

participants would become 100% vested in their employer contributions and

earnings thereon.

Capital City Bank Group, Inc. 401(k) Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual basis of accounting in accordance with

U.S. generally accepted accounting principles.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial

statements in conformity with

U.S. generally accepted accounting principles

requires management to make estimates and

assumptions that affect the amounts reported

in the financial

statements and

accompanying notes

and supplemental

schedule. Actual

results could

differ from

those

estimates.

Investment Valuation and Income Recognition

Investments held

by the

Plan are

stated at

fair value.

Fair value

is defined

as the

price that

would be

received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement

date (an exit

price). See Note

3 for further

discussion and disclosures

related to fair

value measurements.

Purchases and sales of securities are recorded on a trade-date basis.

Interest income is recorded as earned.

Dividends are recorded

on the ex-

dividend date. Net

appreciation/(depreciation) include the Plan’s

gains

and losses on investments bought and sold as well as held during the year.

Recent Accounting Pronouncements

The Financial Accounting Standards

Board issued Accounting Standards Update

(“ASU”) 2018-13,

Fair

Value

Measurement (Topic

820): Disclosure

Framework – Changes

to the Disclosure

Requirements for

Fair Value

Measurement

The amendments in this ASU modify the disclosure requirements on fair value

measurements in

Topic 820,

including the

removal, modification

to, and

addition of

certain disclosure

requirements.

The updated guidance

was adopted for

2020 and did

not have a

significant impact on

the

Plan’s fair value disclosures.

Capital City Bank Group, Inc. 401(k) Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements

Fair value is defined as the price

that would be received to sell an

asset or paid to transfer a liability in

orderly transaction

between market

participants on

the measurement

date (i.e.,

an exit

price). The

fair

value hierarchy

prioritizes the

inputs to

valuation techniques used

to measure

fair value.

The hierarchy

gives the highest

priority to unadjusted quoted

prices in active

markets for identical assets

and liabilities

(Level 1) and

the lowest

priority to

unobservable inputs

(Level 3). The

three levels

of the

fair value

hierarchy are described below:

Level 1: Unadjusted quoted

prices in active

markets that

are accessible to

the reporting entity

the measurement date for identical assets and liabilities.

Level 2: Inputs other

than quoted

prices in

active markets for

identical assets

and liabilities

that

are observable either directly or indirectly for substantially the full term

of the asset or liability.

Level 2 inputs include the following:

●

quoted prices for similar assets and liabilities in active markets

●

quoted prices for identical or similar assets or liabilities in markets that

are not active

●

observable inputs

other than

quoted prices

that are

used in

the valuation

of the

asset or

liabilities (e.g., interest rate and yield curve quotes at commonly

quoted intervals)

●

inputs that are derived principally or corroborated by observable market data

by correlation or

other means

Level

3: Unobservable inputs

for the asset

or liability (i.e.,

supported by little

or no market activity).

Level 3 inputs include management’s

own assumption about the assumptions that market participants

would use in pricing the asset or liability (including assumptions about risk).

The level in

the fair value

hierarchy within which

the fair value

measurement is classified is

determined

based upon the lowest level input that is significant to the fair value

measurement in its entirety.

Following is a

description of the

valuation techniques and

inputs used for

each general type

investments measured at fair value by the Plan.

Company common stock

: Valued

at the closing price reported on the

active market on which the common

stock is traded.

Mutual funds

: Valued

at the daily closing price as reported by the fund. Mutual funds held by the Plan are

open-ended mutual funds that are registered with the

SEC. These funds are required to

publish their daily

net asset value

(NAV)

and to transact

at that price.

The mutual funds

held by the

Plan are deemed

to be

actively traded.

Collective trust funds:

Valued

at the NAV

of units of a collective trust fund. The NAV,

as provided by the

trustee, is used

as a practical

expedient to estimate fair

value. The NAV

is based on the

fair value of

the

underlying investments held by the

fund less its liabilities.

This practical expedient is

not used when it

determined to be probable that

the fund will sell the

investment for an amount different

than the reported

NAV.

Participant transactions (purchased and sales) may occur daily.

Capital City Bank Group, Inc. 401(k) Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

The following

tables set

forth by

level, within

the fair

value hierarchy,

the Plan’s

assets carried

at fair

value.

December 31, 2020

Level 1

Level 2

Level 3

Total

Company common stock

1,893,276

Mutual funds

8,748,324

Collective investment trusts

(a)

33,059,162

10,641,600

43,700,762

December 31, 2019

Level 1

Level 2

Level 3

Total

Company common stock

1,796,534

Mutual funds

4,033,083

Collective investment trusts

(a)

24,746,330

5,829,617

30,575,947

(a)

These investments are valued based on net asset value (NAV) per unit, as provided by the trustee of

the fund as a practical expedient, and have not been classified in

the fair value hierarchy.

The fair

value amounts are provided to reconcile to the statement

of net assets available for benefits.

4. Risks and Uncertainties

The Plan holds

various investment securities.

Investment securities are exposed

to various risks

such as

interest rate, market, liquidity and credit risks.

Due to the level of risk associated

with certain investment

securities, it

is at

least reasonably

possible that

changes in

the fair

values of

investment securities

will

occur in the near term and that such changes could materially

affect participants’ account balances and the

amounts reported in the statements of net assets available for benefits.

5. Related Party and Party-In-Interest Transactions

The Plan

invests in

the common

stock of

the Company.

This transaction

qualifies as

party-in-interest

transaction; however,

it is exempt

from the prohibited

transaction rules under

ERISA. During 2020,

the

Plan received common stock cash dividends of $41,931 from the Company.

Capital City Bank Group, Inc. 401(k) Plan

Notes to Financial Statements (continued)

6. Tax Status

The underlying

prototype plan

has received

an opinion

letter from

the Internal

Revenue Service

(IRS)

dated March

31, 2014,

stating that

the written

form of

the underlying

prototype document

is qualified

under Section 401 of the Internal Revenue Code (the

Code). Any employer adopting this form of the plan

will be considered to have a plan qualified under

Section 401 of the Code, and, therefore, the related trust

is tax-exempt. Once qualified, the

Plan is required to operate

in conformity with the

Code to maintain its

qualified status.

The plan

administrator believes

the Plan

is being

operated in

compliance w

ith the

applicable requirements of

the Code and,

therefore, believes the

Plan is qualified

and the related

trust is

tax exempt.

Accounting principles generally

accepted in the

United States require

plan management to

evaluate tax

positions taken by

the Plan and

recognize a tax

liability if the

Plan has taken

an uncertain position

that

more likely than not would not be sustained upon examination by the IRS.

Plan management has analyzed

the tax

positions taken

by the

Plan, and

has concluded

that there

are no

uncertain positions

taken or

expected to be taken. The Plan is subject to routine audits by taxing

jurisdictions; however, currently there

are no audits for any tax periods in progress.

7. Subsequent Events

We have evaluated

subsequent events through the issuance date of the financials, noting none that

require

recognition or disclosure in the financial statements.

Supplemental Schedule

Capital City Bank Group, Inc. 401(k) Plan

Plan No. 003 EIN 59-2273542

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2020

Identity of Issue, Borrower,

Lessor,

or Similar Party

Description of Investment Including Maturity Date, Rate of

Interest, Collateral, Par, or Maturity Value

Cost

Current

Value

Mutual funds:

Clearbridge

Large Cap Growth IS, 8,764 shares

595,192

Cohen & Steers

Real Estate Securities Z, 27,169 shares

442,853

Fidelity

Advisor Small Cap Growth I, 28,589 shares

976,045

Fidelity

Advisor Total Bond I, 151,578 shares

1,712,829

Goldman Sachs

Small Cap Value

Insights R6, 1,628 shares

90,581

Fidelity

Emerging Markets Idx Premium, 42,320 shares

539,151

Franklin Templeton

Franklin Utilities R6, 10,450 shares

207,633

Harbor

Small Cap Value

Retirement, 6,548 shares

257,743

Touchstone

Mid Cap Y,

9,230 shares

408,725

Mass Mutual

Premier Infl-Prot and Inc I, 5,551 shares

61,172

JP Morgan

100% U.S. Treas Sec MM Inst, 1,992,627 shares

1,992,627

Principal

Government & High Qual Bd Inst, 10,918 shares

115,404

MFS

Md Cap Growth R6, 17,889 shares

543,646

Great-West

Mid Cap Value

Instl, 3,441 shares

31,481

T. Rowe Price

U.S. Equity Research, 5,823 shares

213,518

Vanguard

Equity Income ADM, 2,855 shares

226,509

Wells Fargo

High Yield Bond Inst, 97,147 shares

333,215

Total

8,748,324

Collective investment trusts:

Blackrock

Equity Index Fund R, 6,461 shares

3,236,183

Blackrock

LifePath Index 2025 Fund CL 35, 150,228 shares

4,174,823

Blackrock

LifePath Index 2030 Fund CL 35, 129,505 shares

3,909,754

Blackrock

LifePath Index 2035 Fund CL 35, 158,030 shares

5,126,498

Blackrock

LifePath Index 2040 Fund CL 35, 92,895 shares

3,173,279

Blackrock

LifePath Index 2045 Fund CL 35, 55,250 shares

1,986,783

Blackrock

LifePath Index 2050 Fund CL 35, 38,393 shares

1,376,755

Blackrock

LifePath Index 2055 CL 35, 83,612 shares

1,544,317

Blackrock

LifePath Index Retire CL 35, 202,679 shares

4,138,703

Blackrock

Mid Cap Equity Index Fund R, 4,204 shares

948,725

Blackrock

MSCI ACWI ex-U.S. Index R, 48,498 shares

725,050

Blackrock

Russell 1000 Growth R, 60,107 shares

1,535,142

Blackrock

Russell 1000 Value

Index Fund R, 20,913 shares

326,871

Blackrock

Russell 2000 Index Fund R, 3,814 shares

856,279

Total

33,059,162

*Capital City Bank Group, Inc.

Capital City Bank Group Stock, 77,025 shares

1,893,276

43,700,762

* Party-in-interest

** Participant-directed investment, cost not required

CAPITAL CITY BANK GROUP,

INC. 401(k) PLAN

EXHIBIT INDEX

Exhibit No. Document

23.1

Ernst & Young, LLP

SIGNATURES

The Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934,

the trustees (or other

persons who administer the employee benefit plan) have duly caused this

annual report to be signed on its

behalf by the undersigned hereunto duly authorized.

CAPITAL CITY BANK GROUP,

INC.

401(K) PLAN

By:

/s/Beth Corum

Beth Corum, Chief Operating Officer

Capital City Bank Group, Inc.

Retirement Committee, Chairman

Dated: June 25, 2021