8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 28, 2022

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

Florida	000-13660	59-2260678
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

815 Colorado Avenue, Stuart, Florida	34994
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (772) 287-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.10 par value	SBCF	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously reported, on August 7, 2022, Seacoast Banking Corporation of Florida (the “Company,” “we,” or “our” or “Seacoast”), the parent company of Seacoast National Bank (“SNB”), entered into an Agreement and Plan of Merger (the “Agreement”) providing for the merger (the “Merger”) of Professional Holding Corp. (“Professional”), the parent company of Professional Bank, with and into the Company, and the merger of Professional Bank with and into SNB (together with the Merger, the “Mergers”).

Today, Seacoast and Professional announce that the expected closing date of the previously announced Mergers is targeted for January 31, 2023, subject to the satisfaction of the remaining terms and conditions set forth in the Agreement.

Cautionary Language Regarding Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, including statements included or incorporated by reference in this Current Report on Form 8-K, are not statements of historical fact and constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be protected by the safe harbor provided by that Act. These statements are subject to risks and uncertainties and include information about possible or assumed future results of operations of Seacoast after the Merger is completed, as well as information about the Merger. Words such as “believes,” “expects,” “anticipates,” “targets”, “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions, or the negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Many possible events or factors could affect the future financial results and performance of each of Seacoast and Professional before the Merger or Seacoast after the Merger, and could cause those results or performance to differ materially from those expressed in the forward-looking statements. These possible events or factors include, but are not limited to: (a) general business and economic conditions, either globally, nationally, in the State of Florida, or in the specific markets in which Seacoast or Professional operate, including the negative impacts and disruptions resulting from rising interest rates, supply chain challenges and inflation, which have had and may likely continue to have an adverse impact on our business operations and performance, and could continue to have a negative impact on our credit portfolio, stock price, borrowers and the economy as a whole, both globally and domestically; (b) the impact of Hurricane Ian on Florida generally, as well as certain of the communities Professional Bank and SNB serve, and which could have a negative impact on our business, credit portfolio, borrowers and our stock price; (c) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect Seacoast’s and Professional’s respective businesses and the price of their respective common stocks; (d) the risk that a condition to closing of the proposed Merger may not be satisfied; (e) the risk that a required regulatory approval for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated; (f) the parties’ ability to achieve the synergies and value creation contemplated by the proposed Merger; (g) the parties’ ability to promptly and effectively integrate the businesses of Seacoast and Professional, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses; (h) the diversion of management time on issues related to the Merger; (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (j) the effect of the announcement or pendency of the Merger on Seacoast’s customer, employee and business relationships, operating results, and business generally; (k) deposit attrition, operating costs, customer loss and business disruption following the proposed Merger, including difficulties in maintaining relationships with employees, may be greater than expected; (l) reputational risks and the reaction of the companies’ customers to the proposed Merger; (m) customer acceptance of the combined company’s products and services; (n) increased competitive pressures and solicitations of customers and employees by competitors; (o) the failure to consummate or delay in consummating the Merger for other reasons; (p) the outcome of any legal proceedings that may be instituted against Seacoast or Professional related to the Merger Agreement or the Merger; (q) changes in laws or regulations; (r) the dilution caused by Seacoast’s issuance of additional shares of its common stock in the Merger or related to the Merger; (s) the sale price of Seacoast common stock could decline before the completion of the Merger, including as a result of the financial performance of Seacoast or Professional or more generally due to broader stock market movements and the performance of financial companies and peer group companies; (t) changes in interest rates, deposit flows, loan demand, and real estate values; and (u) the ongoing impacts and disruptions resulting from COVID-19 or other variants on the economies and communities Professional Bank and SNB serve, which has had and may likely continue to have an adverse impact on each company’s business operations and performance, and could continue to have a negative impact on our credit portfolio, stock price, borrowers and the economy as a whole both globally and domestically.

For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the “Risk Factors” section of the definitive Proxy Statement/Prospectus filed in connection with the Mergers, as well as the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each of Seacoast’s and Professional’s most recent Form 10-K and Form 10-Q reports, which are available online at www.sec.gov, and are incorporated by reference herein. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations or financial condition of Seacoast or Professional. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date made. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, we caution you not to place reliance on these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEACOAST BANKING CORPORATION OF FLORIDA
By:	/s/ Tracey L. Dexter
	Tracey L. Dexter
	Chief Financial Officer

Date: December 28, 2022

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Cover	Dec. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2022
Entity File Number	000-13660
Entity Registrant Name	SEACOAST BANKING CORPORATION OF FLORIDA
Entity Central Index Key	0000730708
Entity Tax Identification Number	59-2260678
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	815 Colorado Avenue
Entity Address, City or Town	Stuart
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34994
City Area Code	772
Local Phone Number	287-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value
Trading Symbol	SBCF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false