As filed with the Securities and Exchange Commission on January 7, 2019.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CENTERSTATE BANK CORPORATION

(Name of Registrant as specified in its charter)

Florida	6022	59-3606741
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification Number)

1101 First Street South, Winter Haven, Florida 33880

(863) 293-2600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Beth S. DeSimone

Executive Vice President and General Counsel

CenterState Bank Corporation

1101 First Street South, Winter Haven, Florida 33880

(863) 293-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John M. Jennings Brittany M. McIntosh Richard E. Davis, Jr. Nelson Mullins Riley & Scarborough LLP 104 S. Main Street, Suite 900 Greenville, SC 29601 (864) 250-2300 Richard Murray, IV Chairman and Chief Executive Officer
National Commerce Corporation
600 Luckie Drive, Suite 350
Birmingham, AL 35223
(205) 313-8100 Andrew S. Nix Laura E. Sanders Maynard, Cooper & Gale, P.C. 1901 Sixth Avenue North 2400 Regions/Harbert Plaza Birmingham, AL 35203 (205) 254-1000

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all other conditions to the merger described herein.

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

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act  ☐

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

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock $0.01 par value	35,316,921 shares	Not applicable	$762,631,461.08	$92,430.93

(1) Represents the estimated maximum number of full shares issuable upon consummation of the transaction described herein, including shares of the Registrant’s common stock issuable upon (i) exercise of stock options and warrants and (ii) conversion of outstanding deferred shares and performance share awards of National Commerce Corporation, as further described herein. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions. In the event the number of shares of common stock required to be issued to consummate the merger described herein is increased after the date this registration statement becomes effective, the Registrant will register such additional shares in accordance with Rule 413 under the Securities Act of 1933, as amended (the “Securities Act”), by filing a registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, with respect to such additional shares.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(f) under the Securities Act. The proposed maximum offering price was calculated by multiplying (i) 21,404,194.81, the estimated number of shares of National Commerce Corporation common stock to be received by the Registrant or cancelled upon completion of the merger, including 20,762,084.00 shares of common stock, 333,269.00 shares of common stock reserved for issuance upon the exercise of exercisable outstanding stock options and warrants, 111,645.71 shares of common stock reserved for issuance upon conversion of deferred shares, and 197,196.10 shares of common stock reserved for issuance upon the conversion performance share awards by (ii) $35.63, the average of the high and low prices per share of National Commerce Corporation common stock as reported on The NASDAQ Stock Market (“NASDAQ”) on December 31, 2018.

(3) Determined in accordance with Section 6(b) of the Securities Act, at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price.

This registration statement shall hereinafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement becomes effective. This document shall not constitute an offer to sell nor is it soliciting an offer to buy any of these securities in any jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION DATED JANUARY 7, 2019.

CENTERSTATE BANK CORPORATION	NATIONAL COMMERCE CORPORATION

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear CenterState Bank Corporation Shareholders and National Commerce Corporation Stockholders:

CenterState Bank Corporation (“CenterState”) and National Commerce Corporation (“NCC”) entered into an Agreement and Plan of Merger dated November 23, 2018 (the “merger agreement”) that provides for the merger of NCC with and into CenterState, with CenterState as the surviving company (the “merger”). Immediately thereafter, NCC’s wholly-owned subsidiary, National Bank of Commerce (“NBC”), will be merged with and into CenterState’s wholly-owned subsidiary, CenterState Bank, N.A. (“CenterState Bank”), with CenterState Bank being the surviving subsidiary bank of CenterState (the “bank merger”). Before the merger can be completed, CenterState shareholders must approve the issuance of shares of CenterState common stock as consideration in the merger pursuant to the merger agreement and NCC stockholders must adopt the merger agreement. This joint proxy statement/prospectus contains information about CenterState, NCC, the merger agreement, the proposed merger and the special meetings of the shareholders of CenterState and the stockholders of NCC, and we encourage you to read carefully this joint proxy statement/prospectus before voting.

In the merger, each share of NCC common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 1.65 shares (the “exchange ratio”) of CenterState common stock (the “merger consideration”), provided that cash will be paid in lieu of fractional shares as provided in the merger agreement. A total of 35,316,921 shares of CenterState common stock, the maximum number of shares of CenterState common stock that may be issued in the merger, are being offered by CenterState pursuant to this joint proxy statement/prospectus.

NCC may terminate the merger agreement if the average closing price of CenterState common stock over a specified period prior to completion of the merger decreases below certain specified thresholds unless CenterState elects to increase the merger consideration by (i) increasing the exchange ratio or (ii) paying certain cash consideration as determined by a formula outlined in the merger agreement, as discussed in further detail on pages 17 and 137 of this joint proxy statement/prospectus.

Although the number of shares of CenterState common stock that NCC stockholders will receive is fixed, the market value of the merger consideration will fluctuate with the market price of CenterState common stock and will not be known at the time NCC stockholders vote on the merger. Based on the closing price of CenterState common stock on NASDAQ on November 23, 2018, the last full trading day before the public announcement of the merger, of $24.25, the 1.65 per share merger consideration represented approximately $40.01 in value for each share of NCC common stock. Based on the closing stock price of CenterState common stock on NASDAQ on January 4, 2019, a date shortly before the date of this joint proxy statement/prospectus, of $22.04, the value of the merger consideration was $36.37 per share of NCC common stock. We urge you to obtain current sale prices for CenterState common stock. CenterState common stock is traded on NASDAQ under the symbol “CSFL.” NCC common stock is also traded on NASDAQ under the symbol “NCOM.”

The merger cannot be completed unless all necessary regulatory approvals are obtained and the requisite approvals of the shareholders of CenterState and the stockholders of NCC are obtained.

At the special meeting of CenterState shareholders to be held on [●], 2019, holders of CenterState common stock will be asked to consider and vote upon (1) a proposal to approve the issuance of shares of CenterState common stock in connection with the merger, and (2) a proposal to adjourn or postpone the CenterState special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance

of shares of CenterState common stock in connection with the merger. Approval of each of the CenterState share issuance proposal and proposal to adjourn or postpone the CenterState special meeting requires the affirmative vote of a majority of the votes cast on such proposal at the CenterState special meeting. A quorum must be present in order for the vote on the CenterState share issuance proposal to occur. The proposal to adjourn or postpone the CenterState special meeting, if necessary or appropriate, would be to solicit additional proxies in favor of the proposal to approve the issuance of shares of CenterState common stock in connection with the merger.

At the special meeting of NCC stockholders to be held on [●], 2019, holders of NCC common stock will be asked to consider and vote upon (1) a proposal to adopt the merger agreement, and (2) a proposal to adjourn or postpone the NCC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement. Approval of the merger agreement requires the affirmative vote of the majority of the outstanding shares of NCC entitled to vote at the NCC special meeting. The proposal to adjourn or postpone the NCC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement requires the affirmative vote of a majority of the votes cast at the NCC special meeting.

The CenterState special meeting will be held at CenterState’s Posner Park Office, 3rd Floor, 42725 US Hwy 27, Davenport, FL 33837, on [●], 2019, at [●] [●].m., Eastern Time, subject to any adjournment or postponement thereof.

The NCC special meeting will be held at NCC’s executive offices located at 600 Luckie Drive, Suite 350, Birmingham, Alabama 35223, on [●], 2019, at [●] [●].m., Central Time, subject to any adjournment or postponement thereof.

Each of CenterState and NCC expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” with the result that the NCC common stock exchanged for CenterState common stock will generally be tax-free.

Whether or not you plan to attend the CenterState or NCC special meeting, it is important that your shares be represented at the applicable meeting and your vote recorded. If you are a CenterState shareholder or NCC stockholder, please take the time to vote by telephone, over the Internet, or by following the voting instructions included in the enclosed proxy card. Even if you vote by telephone, Internet or return the proxy card in advance of your respective special meeting, you may attend your respective special meeting and vote your shares in person.

The board of directors of CenterState has determined that the merger is in the best interests of the shareholders of CenterState, has approved the merger and recommends that its shareholders vote “FOR” the proposal to approve the issuance of shares of CenterState common stock in connection with the merger, and “FOR” the proposal to adjourn or postpone the CenterState special meeting, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval of the issuance of shares of CenterState common stock in connection with the merger.

The board of directors of NCC has determined that the merger is advisable and in the best interests of the stockholders of NCC, has approved the merger and recommends that its stockholders vote “FOR” the proposal to adopt the merger agreement, and “FOR” the proposal to adjourn or postpone the NCC special meeting, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval of the merger agreement.

You should read this entire joint proxy statement/prospectus, including the appendices and the documents incorporated herein by reference, carefully because it contains important information about the special meetings and the merger. In particular, you should read carefully the information set forth under “Risk Factors” beginning on page 47 which discusses the risks relating to the proposed merger.

On behalf of the boards of directors of CenterState and NCC, thank you for your prompt attention to this important matter.

Sincerely,
/s/ John. C. Corbett John C. Corbett President and Chief Executive Officer CenterState Bank Corporation	/s/ Richard Murray, IV Richard Murray, IV Chairman and Chief Executive Officer National Commerce Corporation

The shares of CenterState common stock to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of CenterState or NCC, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2019, and is being first mailed to shareholders of CenterState and stockholders of NCC on or about [●], 2019.

WHERE YOU CAN FIND MORE INFORMATION

CenterState has filed a registration statement on Form S-4 to register the distribution of the shares of CenterState common stock to holders of NCC common stock in connection with the merger. This joint proxy statement/prospectus is a part of that registration statement on Form S-4 and constitutes a prospectus of CenterState and a proxy statement of CenterState and NCC for the CenterState and NCC special meetings, respectively. As permitted by Securities and Exchange Commission (“SEC”) rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement on Form S-4 or in the exhibits or schedules to the registration statement on Form S-4.

Both CenterState and NCC also file reports, proxy statements and other business and financial information, as applicable, with the SEC. You may read and copy any materials that CenterState or NCC files with the SEC at its Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 (1-800-732-0330) for further information on the Public Reference Room. In addition, CenterState and NCC file reports, proxy and information, and other business and financial information, as applicable, with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain the documents CenterState and NCC file with the SEC free of charge, by accessing CenterState’s website at www.centerstatebanks.com or NCC’s website at www.nationalbankofcommerce.com. Except as specifically incorporated by reference into this joint proxy statement/prospectus, information on those websites, obtained by written request from CenterState or NCC as described below, or filed with the SEC is not a part of this joint proxy statement/prospectus. Copies of these documents can also be obtained, free of charge, by directing a written request to:

CenterState Bank Corporation
1101 First Street South
Winter Haven, Florida 33880
Attn: Corporate Secretary Telephone: (863) 293-4710 National Commerce Corporation 600 Luckie Drive, Suite 350
Birmingham, Alabama 35223
Attn: Corporate Secretary Telephone: (205) 313-8100

Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete and are qualified in their entirety by reference to the actual contract or other documents. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement on Form S-4. This joint proxy statement/prospectus incorporates important business and financial information about CenterState and NCC that is not included in or delivered with this document, including incorporating by reference documents that CenterState and NCC have previously filed with the SEC. These documents contain important information about CenterState, NCC and their respective financial condition. See “Documents Incorporated by Reference.” These documents are available free of charge upon written or oral request to CenterState and NCC at the addresses or telephone numbers listed above.

To obtain timely delivery of these documents, you must request them no later than [●], 2019, in order to receive them before the CenterState special meeting or NCC special meeting, as applicable.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. CenterState supplied all information contained in, or incorporated by reference into, this joint proxy statement/prospectus relating to CenterState, and NCC supplied all information contained in, or incorporated by reference into, this joint proxy statement/prospectus relating to NCC.

No person has been authorized to give any information or make any representation about the merger or CenterState or NCC that differs from, or adds to, the information in this joint proxy statement/prospectus or in documents that are publicly filed with the SEC. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than the date of this joint proxy statement/prospectus, and neither the mailing of this joint proxy statement/prospectus to CenterState shareholders and NCC stockholders nor the issuance of CenterState common stock in the merger shall create any implication to the contrary.

CENTERSTATE BANK CORPORATION

1101 FIRST STREET SOUTH

WINTER HAVEN, FLORIDA 33880

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●], 2019

To the Shareholders of CenterState Bank Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of CenterState Bank Corporation (“CenterState”) will be held at CenterState’s Posner Park Office, 3rd Floor, 42725 US Hwy 27, Davenport, FL 33837, on [●], 2019, at [●].m. Eastern Time, for the following purposes:

1. Approve Issuance of CenterState Common Stock. To consider and vote upon a proposal to approve the issuance of shares of CenterState common stock in connection with the merger of National Commerce Corporation (“NCC”) with and into CenterState, with CenterState as the surviving company, referred to herein as the merger, on the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated November 23, 2018, as it may be amended from time to time (the “merger agreement”), by and between NCC and CenterState (the “CenterState share issuance proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus.

2. Adjourn or Postpone the Special Meeting. To consider and vote upon any proposal of the CenterState board of directors to adjourn or postpone the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the CenterState share issuance proposal (the “CenterState adjournment proposal”).

3. Other business. To transact such other business as may properly come before the special meeting or any adjournments or postponements thereof.

We have fixed the close of business on [●], 2019, as the record date for the special meeting. Only CenterState shareholders of record on that date are entitled to notice of, and to vote at, the special meeting. Approval of each of the CenterState share issuance proposal and proposal to adjourn or postpone the CenterState special meeting requires the affirmative vote of a majority of the votes cast on such proposal at the CenterState special meeting. A quorum must be present in order for the vote on the CenterState share issuance proposal to occur.

The attached joint proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, and other related matters. We urge you to read carefully the joint proxy statement/prospectus, including any document incorporated by reference and its appendices.

Your vote is very important. We cannot complete the merger unless CenterState shareholders approve the CenterState share issuance proposal.

You are cordially invited to attend the special meeting in person. Please vote by telephone, Internet, or signing, dating and returning the enclosed proxy card in the self-addressed envelope as soon as possible, even if you plan to attend the special meeting. No additional postage is required if mailed within the United States. If you choose to attend the special meeting, then you may vote your shares in person, even if you have previously signed and returned your proxy card. If you hold your CenterState shares through a bank, broker or other nominee (commonly referred to as held in “street name”), then you must direct your bank, broker or other nominee to vote in accordance with the instructions you have received from them. You may revoke your proxy at any time prior to the special meeting as specified in the accompanying joint proxy statement/prospectus.    

The CenterState board of directors has determined that the merger is in the best interest of CenterState and its shareholders. The CenterState board of directors recommends that CenterState shareholders vote “FOR” the CenterState share issuance proposal, and “FOR” the adjournment proposal.

By Order of the Board of Directors

/s/ John C. Corbett

John C. Corbett

President and Chief Executive Officer

[●], 2019

YOUR VOTE IS VERY IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE CENTERSTATE SPECIAL MEETING, PLEASE VOTE OVER THE INTERNET, BY TELEPHONE, OR BY COMPLETING, DATING, AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED RETURN ENVELOPE IN ORDER TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE CENTERSTATE SPECIAL MEETING.

NATIONAL COMMERCE CORPORATION

600 LUCKIE DRIVE, SUITE 350

BIRMINGHAM, ALABAMA 35223

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2019

To the Stockholders of National Commerce Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of National Commerce Corporation (“NCC”) will be held at the offices of NCC at 600 Luckie Drive, Suite 350, Birmingham, Alabama 35223, on [●], 2019, at [●].m. Central Time, for the following purposes:

1. Approve Merger. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger dated November 23, 2018, as it may be amended from time to time (the “merger agreement”), by and between NCC and CenterState Bank Corporation (“CenterState”) pursuant to which NCC will merge with and into CenterState on and subject to the terms and conditions contained therein, including the plan of merger contemplated thereby, with CenterState as the surviving company, as more fully described in the attached joint proxy statement/prospectus (the “merger proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus.

2. Adjourn or Postpone the Special Meeting. To consider and vote upon any proposal of the NCC board of directors to adjourn or postpone the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “NCC adjournment proposal”).

3. Other business. To transact such other business as may properly come before the special meeting or any adjournments or postponements thereof.

No other business may be conducted at the NCC special meeting. We have fixed the close of business on [●], 2019, as the record date for the special meeting. Only NCC stockholders of record on that date are entitled to notice of, and to vote at, the special meeting. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NCC common stock. Approval of the NCC adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal at the special meeting.

The attached joint proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, and other related matters. We urge you to read carefully the joint proxy statement/prospectus, including any document incorporated by reference and its appendices.

Your vote is very important. We cannot complete the merger unless NCC stockholders approve the merger proposal.

You are cordially invited to attend the special meeting in person. Please vote by telephone, Internet, or signing, dating and returning the enclosed proxy card in the self-addressed envelope as soon as possible, even if you plan to attend the special meeting. No additional postage is required if mailed within the United States. If you choose to attend the special meeting, then you may vote your shares in person, even if you have previously signed and returned your proxy card. If you hold your NCC shares through a bank, broker or other nominee (commonly referred to as held in “street name”), then you must direct your bank, broker or other nominee to vote in accordance with the instructions you have received from them. You may revoke your proxy at any time prior to the special meeting as specified in the accompanying joint proxy statement/prospectus.    

The NCC board of directors has determined that the merger is advisable and in the best interest of NCC and its stockholders. The NCC board of directors recommends that NCC stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

By Order of the Board of Directors

/s/ Richard Murray, IV

Richard Murray, IV

Chairman and Chief Executive Officer

[●], 2019

YOUR VOTE IS VERY IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE NCC SPECIAL MEETING, PLEASE VOTE OVER THE INTERNET, BY TELEPHONE, OR BY COMPLETING, DATING, AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED RETURN ENVELOPE IN ORDER TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE NCC SPECIAL MEETING.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS	1
SUMMARY	10
Risk Factors	10
Information regarding CenterState and NCC	10
CenterState Special Meeting	11
NCC Special Meeting	11
The Merger	12
Closing and Effective Time of the Merger	12
Merger Consideration	12
Equivalent NCC Per Share Value	12
Surrender of NCC Stock Certificates and Book-Entry Shares	13
Material U.S. Federal Income Tax Consequences of the Merger	13
Recommendation of the CenterState Board of Directors and Reasons for the Merger	13
Recommendation of NCC’s Board of Directors and Reasons for the Merger	13
Opinion of Financial Advisor of CenterState	14
Opinion of Financial Advisor of NCC	14
Interests of NCC Executive Officers and Directors in the Merger	14
Regulatory Approvals	16
Conditions to Completion of the Merger	16
Third Party Proposals	17
Termination	17
Termination Fee	18
Reverse Termination Fee	18
Accounting Treatment	18
Appraisal Rights	18
Resale of CenterState Common Stock	18
Market Prices and Dividend Information	18
Comparative Rights of CenterState Shareholders and NCC Stockholders	20
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CENTERSTATE	21
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NCC	25
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION	32
HISTORICAL AND UNAUDITED COMPARATIVE PER SHARE DATA	45
RISK FACTORS	47
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	56
MARKET PRICES AND DIVIDEND INFORMATION	58
INFORMATION ABOUT THE CENTERSTATE SPECIAL MEETING	60
Time, Date and Place	60
Matters to be Considered at the CenterState Special Meeting	60
Recommendation of the CenterState Board of Directors	60
Record Date and Quorum	60
Required Vote	61
Shares Subject to Voting Agreements with NCC; Shares Held by CenterState Directors	61
How to Vote — Shareholders of Record	62
How to Vote — Shares Held in “Street Name”	62
Revocation of Proxies	63
Solicitation of Proxies	63
Attending the Meeting	63
Adjournments and Postponements	63
Questions and Additional Information	64

i

INFORMATION ABOUT THE NCC SPECIAL MEETING	65
Time, Date and Place	65
Matters to be Considered at the NCC Special Meeting	65
Proposal One: Merger Proposal	65
Proposal Two: Adjournment Proposal	65
Recommendation of the NCC Board of Directors	66
Record Date and Quorum	66
Required Vote	66
Shares Subject to Voting Agreements with CenterState; Shares Held by NCC Directors	67
How to Vote — Stockholders of Record	67
How to Vote — Shares Held in “Street Name”	67
Revocation of Proxies	68
Solicitation of Proxies	68
Attending the Meeting	68
Adjournments and Postponements	69
Questions and Additional Information	69
THE MERGER	70
Background of the Merger	70
Recommendation of the CenterState Board of Directors and Reasons for the Merger	77
Opinion of Financial Advisor of CenterState	79
Recommendation of the NCC Board of Directors and Reasons for the Merger	87
Opinion of Financial Advisor of NCC	90
Certain Prospective Financial Estimates	102
Interests of NCC Executive Officers and Directors in the Merger	106
Material U.S. Federal Income Tax Consequences of the Merger	114
Accounting Treatment	117
Regulatory Approvals	118
Board of Directors and Management of CenterState Following the Merger	119
Appraisal Rights	119
THE MERGER AGREEMENT	120
The Merger	120
Closing and Effective Time of the Merger	120
Merger Consideration	121
Procedures for Converting Shares of NCC Common Stock into Merger Consideration	121
Exchange Agent	121
Transmittal Materials and Procedures	121
Surrender of NCC Stock Certificates and Book-Entry Shares	122
Stock Options	123
Warrants	123
Performance Share Awards	123
Deferred Shares	124
Conduct of Business Pending the Merger	124
Regulatory Matters	128
Employee Matters	129
Indemnification and Directors’ and Officers’ Insurance	131
Third Party Proposals	132
Representations and Warranties	134
Conditions to Completion of the Merger	136
Termination	136
Termination Fee	137
Reverse Termination Fee	137
Effect of Termination	138

ii

Amendment; Waiver	138
Expenses	138
Non-Competition and Non-Disclosure Agreements	138
Claims Letters with Directors	139
INFORMATION ABOUT THE COMPANIES	140
Information about CenterState	140
Information about NCC	140
DESCRIPTION OF CENTERSTATE’S CAPITAL STOCK	141
General Description	141
Common Stock	141
Preferred Stock	141
Transfer Agent and Registrar	141
COMPARISON OF STOCKHOLDER/SHAREHOLDER RIGHTS	142
LEGAL MATTERS	152
EXPERTS	152
FUTURE STOCKHOLDER/SHAREHOLDER PROPOSALS	153
OTHER MATTERS	154
DOCUMENTS INCORPORATED BY REFERENCE	154

Appendix A -	Agreement and Plan of Merger dated November 23, 2018 by and between CenterState Bank Corporation and National Commerce Corporation
Appendix B -	Opinion of Raymond James & Associates, Inc.
Appendix C -	Opinion of Keefe, Bruyette & Woods, Inc.

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are answers to certain questions that you may have regarding the CenterState special meeting, the NCC special meeting and the merger. We urge you to read carefully the remainder of this joint proxy statement/prospectus (including the risk factors beginning on page 47) because the information in this section does not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Q: Why am I receiving this joint proxy statement/prospectus?

A: The CenterState and NCC boards of directors are using this joint proxy statement/prospectus to solicit proxies of CenterState shareholders and NCC stockholders pursuant to the Agreement and Plan of Merger, dated November 23, 2018, entered into between CenterState and NCC, which we refer to as the “merger agreement,” and provides for the merger of NCC with and into CenterState. Immediately thereafter, NCC’s wholly-owned subsidiary bank, NBC, will be merged with and into CenterState’s wholly-owned subsidiary, CenterState Bank, with CenterState Bank being the surviving subsidiary bank of CenterState (referred to as the “bank merger”). Under applicable law, the shareholders of CenterState must approve the issuance of shares of CenterState common stock in connection with the merger and the stockholders of NCC must vote to adopt the merger agreement. A copy of the merger agreement is included in this joint proxy statement/prospectus as Appendix A. CenterState and NCC will hold separate special meetings of shareholders or stockholders, as applicable, to obtain these approvals.

This joint proxy statement/prospectus contains important information about the merger agreement, the merger and the special meetings of CenterState shareholders and NCC stockholders, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending the meeting in person.

Your vote is important. We encourage you to vote as soon as possible.

Q: Why do CenterState and NCC want to merge?

A: We believe the combination of CenterState and NCC, two highly profitable institutions with a proven credit culture and a strong focus on asset quality, will create a strong southeast regional community bank with a branch network in attractive and growing markets throughout Florida, Georgia and Alabama. The resulting company also will have the benefit of an expanded management team that includes John C. Corbett continuing as President and Chief Executive Officer of CenterState and Stephen D. Young continuing as Chief Operating Officer of CenterState, Richard Murray, IV becoming Chief Executive Officer of CenterState Bank, William E. Matthews, V becoming Chief Financial Officer of CenterState and CenterState Bank, and Jennifer L. Idell (CenterState’s current Chief Financial Officer) becoming the Chief Administrative Officer of CenterState. Daniel Bockhorst and Beth DeSimone will continue in their roles in the combined company as Chief Credit Officer and Chief Risk Officer, respectively. The CenterState and NCC boards of directors have determined that the merger is in the best interests of CenterState and its shareholders and NCC and its stockholders, respectively. You should review the reasons for the merger described in greater detail under “The Merger — Recommendation of the CenterState Board of Directors and Reasons for the Merger” and “The Merger — Recommendation of the NCC Board of Directors and Reasons for the Merger.”

Q: Do the boards of directors of CenterState and NCC support the merger?

A: Yes. The boards of directors of each of CenterState and NCC, by a unanimous vote of the directors present, have each determined that the merger is in the best interests of the shareholders of CenterState and the stockholders of NCC, as applicable.

1

Q: When do you expect the merger to be completed?

A: We expect the merger to be completed in the second quarter of 2019. We are working towards completing the merger as quickly as possible. To do so, the shareholders of CenterState and stockholders of NCC must approve the CenterState share issuance proposal and the merger proposal, respectively. In addition, CenterState must obtain the regulatory approvals that are necessary to complete the merger and other conditions must be satisfied. See “The Merger Agreement — Conditions to Completion of the Merger.”

Questions and Answers applicable to NCC Stockholders

Q: What consideration will NCC stockholders receive in the merger?

A: If the merger is completed, each share of NCC common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 1.65 shares of CenterState common stock provided that cash will be paid in lieu of any fractional shares of CenterState common stock as specified below.

However, the foregoing does not apply to any shares of NCC common stock owned directly by CenterState, NCC or by any of their respective subsidiaries (other than any such shares owned in a fiduciary capacity or as a result of debts previously contracted).

No holder of NCC common stock will be issued fractional shares of CenterState common stock in the merger. Each holder of NCC common stock who would otherwise have been entitled to receive a fraction of a share of CenterState common stock will receive, in lieu thereof, cash, without interest, in an amount equal to such fractional part of a share of CenterState common stock, rounded to the nearest one hundredth of a share, multiplied by a calculation of an average of CenterState’s stock price as set forth in the merger agreement.

Q: Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

A: Yes, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value of CenterState common stock. In the merger, holders of NCC common stock will receive a fixed number of shares of CenterState common stock for each share of NCC common stock they hold. Any fluctuation in the market price of CenterState common stock after the date of this joint proxy statement/prospectus will change the value of the shares of CenterState common stock that NCC stockholders will receive and the total value of the consideration received in the merger. Based on the closing price of CenterState common stock on NASDAQ on November 23, 2018, the last full trading day before the public announcement of the merger, of $24.25, the value of the merger consideration was $40.01 per share of NCC common stock. Based on the closing stock price of CenterState common stock on NASDAQ on January 4, 2019, a date shortly before the date of this joint proxy statement/prospectus, of $22.04, the value of the merger consideration was $36.37 per share of NCC common stock. The market prices of both CenterState common stock and NCC common stock will likely fluctuate before the merger is completed. We urge you to obtain current market quotations for shares of CenterState common stock and NCC common stock.

Q: What will happen if the trading price of CenterState common stock changes significantly prior to completion of the merger?

A: Because the merger consideration is fixed, CenterState and NCC agreed to include provisions in the merger agreement by which NCC would have an opportunity to terminate the merger agreement if the CenterState average stock price over a specified period prior to completion of the merger decreases below certain specified thresholds unless CenterState elects to increase the merger consideration by (i) increasing the exchange ratio or (ii) paying certain cash consideration as determined by a formula outlined in the merger agreement, as discussed in further detail on pages 17 and 137.

2

Q: How will the merger impact NCC equity awards?

A: Stock Options and Warrants

Each option and warrant to purchase shares of NCC common stock, to the extent that such option or warrant is outstanding and unexercised as of the effective time of the merger, will be assumed by CenterState and converted into an option or warrant, as the case may be, to purchase a number of shares of CenterState common stock equal to the product obtained by multiplying the exchange ratio by that number of shares of NCC common stock that such option or warrant entitles the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the option or warrant by the exchange ratio (rounded to the nearest cent).

As of January 4, 2019, there were options to purchase 314,250 shares of NCC common stock outstanding, which would convert into options to purchase 518,513 shares of CenterState common stock.

As of January 4, 2019, there were warrants to purchase 19,019 shares of NCC common stock outstanding, which would convert into warrants to purchase 31,381 shares of CenterState common stock.

NCC Deferred Shares

At the effective time of the merger, the deferrals of NCC common stock representing equity awards and director fees to participants under the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors (each, a “deferred share”) shall be converted automatically into the right to receive within 10 days following the effective time of the merger, the merger consideration in respect of each such deferred share, less applicable tax withholding.

2015 Performance Share Awards

All outstanding performance share awards with respect to shares of NCC common stock for the four-year performance period ended on December 31, 2018 that are based on the satisfaction of performance conditions established for the performance period, will vest and be issued by NCC as soon as reasonably practicable after the date of certification by the Compensation Committee of the NCC board of directors and confirmation by NCC’s independent public accountants of the extent to which the performance criteria underlying such awards have been achieved, in accordance with the applicable NCC equity plan and award agreements, and in no event later than March 15, 2019. Such shares, to the extent that they become deferred shares, will be entitled to receive the merger consideration in accordance with the procedure applicable to deferred shares, as described above, and to the extent that they are instead issued as shares of NCC common stock and do not become deferred shares, will be included in the NCC common stock issued and outstanding immediately prior to the effective time of the merger and will be entitled to receive the merger consideration in accordance with the procedure applicable to issued and outstanding shares.

Accelerating 2016-2018 NCC Performance Share Awards

Immediately prior to the effective time of the merger, the outstanding performance share awards with respect to shares of NCC common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which are to be measured over a performance period that will not be completed prior to the effective time of the merger, will vest as specified in the applicable award agreements, and the number of performance shares earned under the applicable award agreements, as well as the extent to which the performance goals have been achieved for the partial performance period, will be conclusively determined, in good faith, by the Compensation Committee of the NCC board of directors, in accordance with the change in control provisions in the applicable NCC equity plans and award agreements, as soon as reasonably practicable prior to the effective time of the merger. These performance share awards will be cancelled at the effective time of the merger in exchange for the right to receive, within 10 days following the effective time of the merger, the merger consideration in respect of each share of NCC common stock underlying the performance share awards, subject to applicable tax withholding.

3

Q: What will happen to NBC following the merger?

A: Immediately following the merger, NBC will be merged with and into CenterState Bank, with CenterState Bank being the surviving subsidiary bank of CenterState.

Q: What are holders of NCC common stock being asked to vote on?

A: Holders of NCC common stock are being asked to vote (1) to adopt the merger agreement (the “merger proposal”) and (2) to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the merger agreement (the “NCC adjournment proposal”).

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

A: NCC’s board of directors recommends that you vote “FOR” the merger proposal and “FOR” the NCC adjournment proposal.

Q: When and where is the special meeting of NCC stockholders?

A: The NCC special meeting will be held at NCC’s executive offices located at 600 Luckie Drive, Suite 350, Birmingham, Alabama 35223, on [●], 2019, at [●] [●].m., Central Time, subject to any adjournment or postponement thereof.

Q: If I am an NCC stockholder, can I attend the NCC special meeting and vote my shares in person?

A: Yes. All NCC stockholders as of the record date, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the NCC special meeting. Holders of record of NCC common stock can vote in person at the NCC special meeting. If you are not a stockholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the NCC special meeting. If you plan to attend the NCC special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. NCC reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the NCC special meeting is prohibited without express written consent. Even if you plan to attend the special meeting, NCC encourages you to vote by proxy through the mail, telephone or Internet so your vote will be counted if you later decide not to attend the NCC special meeting.

Q: Who can vote at the special meeting of NCC stockholders?

A: You can vote at the NCC special meeting if you own shares of NCC common stock at the close of business on [●], 2019, the record date for the NCC special meeting.

Q: What vote is required by NCC stockholders to approve the proposals at the NCC special meeting?

A: Approval of the merger proposal requires the affirmative vote of the holders of a majority of the shares of NCC common stock outstanding on the record date. Approval of the NCC adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting. NCC stockholders will have one vote for each share of NCC common stock owned by them.

4

Q: What will happen if NCC stockholders do not approve the NCC adjournment proposal at the special meeting?

A: If the NCC adjournment proposal is not approved, then the NCC board of directors will not be permitted to adjourn or postpone the special meeting to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal.

Q: What do NCC stockholders need to do now?

A: After you have carefully read this document and have decided how you wish to vote your shares, indicate on your proxy card how you want your shares to be voted with respect to the approval of the merger proposal and approval of the NCC adjournment proposal. When complete, sign, date and mail your proxy card in the enclosed prepaid return envelope as soon as possible, so that your shares may be represented and voted at the NCC special meeting. Alternatively, you may also vote by using the telephone or Internet voting procedures provided in this joint proxy statement/prospectus. Your proxy card must be received prior to the NCC special meeting on [●], 2019, in order to be counted.

Q: Do NCC directors and executive officers have interests in the merger that are different from, or in addition to, my interests?

A: Yes. If you are an NCC stockholder, in considering the recommendation of the NCC board of directors with respect to the merger proposal, you should be aware that NCC’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of NCC’s stockholders generally. Interests of officers and directors that may be different from or in addition to the interests of NCC’s stockholders include, but are not limited to, continued service on the board of directors of the surviving corporation, the receipt of continued indemnification and directors’ and officers’ insurance coverage under the merger agreement and the payment of change in control payments to NCC’s executives and employment agreement payments to certain executives. Additionally, pursuant to new employment agreements with CenterState Bank, NCC’s Richard Murray, IV shall become and serve as Chief Executive Officer of CenterState Bank and William E. Matthews, V shall become and serve as Chief Financial Officer of CenterState and CenterState Bank.

Q: What if I abstain from voting, fail to authorize a proxy or vote in person or fail to instruct my bank or broker how to vote?

A: If you are an NCC stockholder, if you mark “ABSTAIN” on your proxy with respect to the merger proposal, fail to authorize a proxy or vote in person at the special meeting, or fail to instruct your bank or broker how to vote, it (i) will have the same effect as voting your shares against approving the merger proposal and (ii) will have no effect on the adjournment proposal.

Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares, following the directions provided by your broker.

Q: If I am an NCC stockholder, can I change or revoke my vote?

A: Yes. You may revoke any proxy at any time before it is voted in one of the following ways:

• by sending a written notice to the corporate secretary of NCC, which is received prior to the exercise of the proxy, stating that you would like to revoke your proxy;

• by signing another proxy card bearing a later date and mailing it so that NCC receives it prior to the NCC special meeting;

5

• by voting again using the telephone or Internet voting procedures, as applicable; or

• by attending the NCC special meeting and voting in person. However, simply attending the NCC special meeting will not revoke your proxy.

Q: If I am a holder of NCC common stock with shares represented by stock certificates, should I send in my NCC stock certificates now?

A: No. You should not send in your NCC stock certificates at this time. After completion of the merger, CenterState will cause instructions to be sent to you for exchanging NCC stock certificates for shares of CenterState common stock in book-entry form and cash to be paid in lieu of a fractional share of CenterState common stock. The shares of CenterState common stock that NCC stockholders will receive in the merger will be issued in book-entry form. Please do not send in your stock certificates with your proxy card.

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

A: Other than completing and delivering a letter of transmittal to CenterState’s exchange agent after the completion of the merger, you are not required to take any specific actions if you hold your shares of NCC common stock in book-entry form. After the completion of the merger, shares of NCC common stock held in book-entry form for which properly completed and delivered letters of transmittal have been received by CenterState’s exchange agent will automatically be exchanged for shares of CenterState common stock in book-entry form and cash to be paid in lieu of a fractional share of CenterState common stock.

Q: Can I place my NCC stock certificate(s) into book-entry form prior to the merger?

A: Yes, NCC stock certificates can be placed into book-entry form prior to the merger. For more information, please contact Broadridge Corporate Issuer Solutions, Inc. at 1-855-449-0975.

Q: Who can I contact if I cannot locate my NCC stock certificate(s)?

A: If you are unable to locate your original NCC stock certificate(s), you should contact Broadridge Corporate Issuer Solutions, Inc. at 1-855-449-0975.

Q: Can I exercise dissenters’ rights in connection with the merger?

A: No. Under Delaware law, NCC stockholders are not eligible to exercise dissenters’ rights in connection with the merger.

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

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

Q: What are the U.S. federal income tax consequences of the merger to NCC stockholders?

A: The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, for U.S. federal income tax purposes, an NCC stockholder generally is not expected to recognize any gain or loss with respect to the portion of the shares of NCC common stock exchanged for shares of CenterState common stock. The U.S. federal income tax consequences described above may not apply to all holders of NCC common stock. Tax matters are very complicated and the consequences of the

6

merger to any particular NCC stockholder will depend on that stockholder’s particular facts and circumstances. You should consult your own tax advisor to determine the particular consequences of the merger to you. For further information, please refer to “Material U.S. Federal Income Tax Consequences of the Merger.”

Q: What happens if I sell or transfer ownership of shares of NCC common stock after the record date for the NCC special meeting?

A: The record date for the NCC special meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of NCC common stock after the record date for the NCC special meeting, but prior to completion of the merger, you will retain the right to vote at the NCC special meeting, but the right to receive the merger consideration will transfer with the shares of NCC common stock.

Q: What happens if the merger is not completed?

A: If the merger is not completed, holders of NCC common stock will not receive any consideration for their shares of NCC common stock that otherwise would have been received in connection with the merger. Instead, NCC will remain an independent public company. If the merger is completed but, for any reason, the bank merger is not completed, it will have no impact on the consideration to be received by holders of NCC common stock.

Q: Whom should I call with questions or to obtain additional copies of this joint proxy statement/prospectus?

A: For stockholders of NCC:

William E. Matthews, V

President & Chief Financial Officer

National Commerce Corporation and National Bank of Commerce

(205) 313-8100

Questions and Answers applicable to CenterState Shareholders

Q: What will CenterState’s shareholders receive in the merger?

A: If the merger is completed, CenterState’s shareholders will not receive any merger consideration and will continue to hold the shares of CenterState common stock that they currently hold. Following the merger, the shares of CenterState’s common stock will continue to be traded on NASDAQ under the symbol “CSFL.”

Q: What are holders of CenterState common stock being asked to vote on?

A: Holders of CenterState common stock are being asked to vote (1) to approve the issuance of shares of CenterState common stock in connection with the merger (the “CenterState share issuance proposal”) and (2) to approve the adjournment or postponement of the CenterState special meeting, if necessary or appropriate, to solicit additional proxies in favor of the issuance of shares of CenterState common stock in connection with the merger (the “CenterState adjournment proposal”).

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

A: CenterState’s board of directors recommends that you vote “FOR” the CenterState share issuance proposal and “FOR” the CenterState adjournment proposal.

7

Q: When and where is the special meeting of CenterState shareholders?

A: The CenterState special meeting will be held at CenterState’s Posner Park Office, 3rd Floor, 42725 US Hwy 27, Davenport, FL 33837, on [●], 2019, at [●] [●].m., Eastern Time, subject to any adjournment or postponement thereof.

Q: If I am a CenterState shareholder, can I attend the CenterState special meeting and vote my shares in person?

A: Yes. All CenterState shareholders as of the record date, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the CenterState special meeting. Holders of record of CenterState common stock can vote in person at the CenterState special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the CenterState special meeting. If you plan to attend the CenterState special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. CenterState reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the CenterState special meeting is prohibited without express written consent. Even if you plan to attend the special meeting, CenterState encourages you to vote by proxy through the mail, telephone or Internet so your vote will be counted if you later decide not to attend the CenterState special meeting.

Q: Who can vote at the special meeting of CenterState shareholders?

A: You can vote at the CenterState special meeting if you own shares of CenterState common stock at the close of business on [●], 2019, the record date for the CenterState special meeting.

Q: What vote is required by CenterState shareholders to approve the proposals at the CenterState special meeting?

A: Approval of each of the CenterState share issuance proposal and proposal to adjourn or postpone the CenterState special meeting requires the affirmative vote of a majority of the votes cast on such proposal at the CenterState special meeting. A quorum must be present in order for the vote on the CenterState share issuance proposal to occur. CenterState shareholders will have one vote for each share of CenterState common stock owned by them.

Q: What will happen if CenterState shareholders do not approve the CenterState adjournment proposal at the special meeting?

A: If the CenterState adjournment proposal is not approved, then the CenterState board of directors will not be permitted to adjourn or postpone the special meeting to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the CenterState share issuance proposal.

Q: What do CenterState shareholders need to do now?

A: After you have carefully read this document and have decided how you wish to vote your shares, indicate on your proxy card how you want your shares to be voted with respect to approval of the CenterState share issuance proposal and the CenterState adjournment proposal. When complete, sign, date and mail your proxy card in the enclosed prepaid return envelope as soon as possible, so that your shares may be represented and voted at the CenterState special meeting. Alternatively, you may vote by calling the

8

toll-free number shown on your proxy card or over the Internet by accessing the website shown on your proxy card and following the instructions on the website. Telephone and Internet voting is available 24 hours a day. Your vote must be received prior to the CenterState special meeting on [●], 2019, in order to be counted.

Q: What if I abstain from voting, fail to authorize a proxy or vote in person or fail to instruct my bank or broker how to vote?

A: If you are a CenterState shareholder, if you mark “ABSTAIN” on your proxy with respect to the CenterState share issuance proposal, fail to authorize a proxy or vote in person at the special meeting, or fail to instruct your bank or broker how to vote, it (i) will not be counted as a vote “for” or “against” the share issuance and will not be counted in determining the number of votes cast on the share issuance proposal and (ii) will have no effect on the CenterState adjournment proposal.

Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares, following the directions provided by your broker.

Q: If I am a CenterState shareholder, can I change or revoke my vote?

A: Yes. You may revoke any proxy at any time before it is voted in one of the following ways:

• by sending a written notice to the corporate secretary of CenterState, which is received prior to the exercise of the proxy, stating that you would like to revoke your proxy;

• by signing another proxy card bearing a later date and mailing it so that CenterState receives it prior to the CenterState special meeting;

• by voting again using the telephone or Internet voting procedures, as applicable; or

• by attending the CenterState special meeting and voting in person. However, simply attending the CenterState special meeting will not revoke your proxy.

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

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

Q: Can I exercise dissenters’ rights in connection with the merger?

A: No. Under Florida law, CenterState shareholders are not eligible to exercise dissenters’ rights in connection with the merger.

Q: Whom should I call with questions or to obtain additional copies of this joint proxy statement/prospectus?

A: For shareholders of CenterState:

Corporate Secretary

CenterState Bank Corporation

(863) 293-4710

9

SUMMARY

This 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 Appendix A to this joint proxy statement/prospectus. CenterState and NCC encourage you to read the merger agreement because it is the legal document that governs the merger.

Risk Factors (see page 47)

You should consider in particular the risk factors as described under “Risk Factors.”

Information regarding CenterState and NCC (see page 140)

CenterState Bank Corporation

1101 First Street South

Winter Haven, Florida 33880

(863) 293-2600

CenterState is a financial holding company under the laws of the United States. Incorporated under the laws of the state of Florida, CenterState owns all of the outstanding shares of CenterState Bank. Headquartered in Winter Haven, Florida between Orlando and Tampa, CenterState provides traditional retail, commercial, mortgage, wealth management and small business services throughout its branch network in Florida, Georgia and Alabama, and customer relationships in neighboring states. CenterState Bank also has a national footprint, serving clients coast to coast through its correspondent banking division. As of September 30, 2018, CenterState had total consolidated assets of $12.3 billion, total consolidated loans of $8.9 billion, total consolidated deposits of $9.5 billion, and total consolidated shareholders’ equity of $1.9 billion. CenterState’s common stock is traded on NASDAQ under the symbol “CSFL.”

National Commerce Corporation

600 Luckie Drive, Suite 350

Birmingham, Alabama 35223

(205) 313-8100

NCC, a Delaware corporation, is a financial holding company headquartered in Birmingham, Alabama. NCC engages in the business of banking through NBC, its wholly owned banking subsidiary. NBC provides a broad array of financial services to businesses, business owners and professionals. NBC operates seven full-service banking offices in Alabama, located in Birmingham, Huntsville, Auburn-Opelika and Baldwin County, 24 full-service banking offices in Florida (including under the trade names United Legacy Bank, Reunion Bank of Florida, Patriot Bank, Premier Community Bank of Florida and FirstAtlantic Bank) and five full-service banking offices in the Atlanta, Georgia metro area (including under the trade names First Landmark Bank, Private Bank of Buckhead, Private Bank of Decatur and PrivatePlus Mortgage).

NCC engages in the business of factoring commercial receivables through NBC’s ownership of a 70% equity interest in CBI Holding Company, LLC (“CBI”). CBI owns Corporate Billing, LLC (“Corporate Billing”), a transaction-based finance company headquartered in Decatur, Alabama, that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers throughout the United States and parts of Canada.

10

As of September 30, 2018, NCC had total assets of approximately $4.1 billion, total net loans of approximately $3.2 billion, total deposits of approximately $3.3 billion and total shareholders’ equity of approximately $684.8 million. NCC’s common stock is traded on NASDAQ under the symbol “NCOM.”

CenterState Special Meeting (see page 60)

The CenterState special meeting will be held at CenterState’s Posner Park Office, 3rd Floor, 42725 US Hwy 27, Davenport, FL 33837, on [●], 2019, at [●] [●].m., Eastern Time, subject to any adjournment or postponement thereof.

At the CenterState special meeting, holders of CenterState common stock will be asked to vote on:

• the proposal to approve the issuance of shares of CenterState common stock pursuant to the merger agreement;

• any proposal of the CenterState board of directors to adjourn or postpone the CenterState special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CenterState special meeting to approve the issuance of shares of CenterState common stock pursuant to the merger agreement; and

• any other matters as may properly be brought before the CenterState special meeting or any adjournment or postponement of the CenterState special meeting.

You can vote at the CenterState special meeting if you owned CenterState common stock as of the close of business on [●], 2019, which is the record date for the CenterState special meeting. As of January 4, 2019, there were an aggregate of 95,691,509 shares of CenterState common stock outstanding that would be entitled to vote. Approval of each of the CenterState share issuance proposal and proposal to adjourn or postpone the CenterState special meeting requires the affirmative vote of a majority of the votes cast on such proposal at the CenterState special meeting. A quorum must be present in order for the vote on the CenterState share issuance proposal to occur. You can cast one vote for each share of CenterState common stock you owned on the record date. Each of CenterState’s directors has agreed, among other things, with NCC to vote all of his or her respective shares of CenterState common stock, representing approximately 1.6% of the outstanding shares of CenterState common stock as of January 4, 2019, in favor of the CenterState special meeting proposals.

NCC Special Meeting (see page 65)

The NCC special meeting will be held at NCC’s executive offices located at 600 Luckie Drive, Suite 350, Birmingham, Alabama 35223, on [●], 2019, at [●] [●].m., Central Time, subject to any adjournment or postponement thereof. At the NCC special meeting, holders of NCC common stock will asked to vote on:

• the proposal to adopt the merger agreement;

• any proposal of the NCC board of directors to adjourn or postpone the NCC special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the NCC special meeting to adopt the merger agreement; and

• any other matters as may properly be brought before the NCC special meeting or any adjournment or postponement of the NCC special meeting.

You can vote at the NCC special meeting if you owned NCC common stock as of the close of business on [●], 2019, which is the record date for the NCC special meeting. As of January 4, 2019, there were an aggregate of 20,762,084 shares of NCC common stock outstanding that would be entitled to vote. In order to approve the merger proposal, the holders of at least a majority of the outstanding shares of NCC common stock entitled to vote must vote in favor of doing so. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast. You can cast one vote for each share of NCC common stock you owned on the record

11

date. Each of NCC’s directors has agreed, among other things, with CenterState to vote all of his or her respective shares of NCC common stock, representing approximately 10.5% of the outstanding shares of NCC common stock as of January 4, 2019, in favor of the NCC special meeting proposals.

The Merger (see page 70)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is included as Appendix A to this joint proxy statement/prospectus and which 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.

In the merger, NCC will merge with and into CenterState, with CenterState as the surviving company. It is expected that immediately after the effective time of the merger, NBC will merge with and into CenterState Bank, with CenterState Bank as the surviving subsidiary bank. We refer to the merger of CenterState Bank and NBC as the “bank merger.”

Closing and Effective Time of the Merger (see page 120)

The closing date of the merger is expected to occur during the second quarter of 2019. The merger will become effective at such time as the articles of merger are filed with the Florida Department of State, Division of Corporations and the certificate of merger is filed with the Division of Corporations in the Delaware Department of State, or such other time as may be specified in the articles of merger.

Merger Consideration (see page 121)

NCC stockholders will receive 1.65 shares of CenterState common stock for each share of NCC common stock. No holder of NCC common stock will be issued fractional shares of CenterState common stock in the merger. Each holder of NCC common stock who would otherwise have been entitled to receive a fraction of a share of CenterState common stock will receive, in lieu thereof, cash, without interest, in an amount equal to such fractional part of a share of CenterState common stock, rounded to the nearest one hundredth of a share, multiplied by the CenterState average stock price for a period of time specified in the merger agreement. See “The Merger Agreement — Merger Consideration” beginning on page 121.

NCC may terminate the merger agreement if the CenterState average stock price over a specified period prior to completion of the merger decreases below certain specified thresholds unless CenterState elects to increase the merger consideration by (i) increasing the exchange ratio or (ii) paying additional cash consideration as determined by a formula in the merger agreement, as discussed in further detail on pages 17 and 137.

The value of the shares of CenterState common stock to be issued in the merger will fluctuate between now and the closing date of the merger. You should obtain current sale prices for the CenterState common stock. The CenterState common stock is traded on NASDAQ under the symbol “CSFL.” NCC common stock is traded on NASDAQ under the symbol “NCOM.”

Equivalent NCC Per Share Value

The following table presents the closing prices of CenterState common stock and NCC common stock on November 23, 2018, the last full trading day before the public announcement of the merger, and January 4, 2019, a date shortly before the date of this joint proxy statement/prospectus. The table also presents the equivalent

12

value of the merger consideration per share of NCC common stock on those dates, calculated by multiplying the closing sales price of CenterState common stock on those dates by 1.65.

Date	CenterState closing sale price		NCC closing sale price		Equivalent NCC per share value
November 23, 2018	$	24.25	$	38.08	$	40.01
January 4, 2019	$	22.04	$	37.61	$	36.37

Surrender of NCC Stock Certificates and Book-Entry Shares (see page 122)

Promptly after the effective time of the merger, but in no event later than five business days after the closing of the merger (provided that NCC has delivered or caused to be delivered to CenterState’s third-party exchange agent all information that is reasonably necessary for such exchange agent to perform its obligations), CenterState’s third-party exchange agent, Continental Stock Transfer and Trust Company, will mail to each holder of record of NCC common stock appropriate transmittal materials and instructions on how to surrender the holder’s NCC stock certificate(s) or book-entry shares in exchange for the merger consideration (including cash in lieu of any fractional CenterState shares) and any dividends or distributions to which such holder is entitled to pursuant to the merger agreement. NCC stockholders should not send in their stock certificates until they have received these instructions.

Material U.S. Federal Income Tax Consequences of the Merger (see page 114)

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 CenterState and NCC receive written opinions from their respective counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences of the Merger”) of NCC common stock, generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of NCC common stock for shares of CenterState common stock pursuant to the merger, except with respect to cash received instead of fractional shares of CenterState common stock. The U.S. federal income tax consequences described above may not apply to all holders of NCC common stock. Tax matters are very complicated and the consequences of the merger to any particular NCC stockholder will depend on that stockholder’s particular facts and circumstances. You should consult your own tax advisor to determine the particular tax consequences of the merger to you. For further information, please refer to “Material U.S. Federal Income Tax Consequences of the Merger.”

Recommendation of the CenterState Board of Directors and Reasons for the Merger (see page 77)

The CenterState board of directors has by a unanimous vote of the directors present determined that the merger is in the best interests of CenterState and its shareholders and recommends that CenterState shareholders vote “FOR” approval of the CenterState share issuance proposal and “FOR” approval of the CenterState adjournment proposal. In arriving at its determination, the CenterState board of directors considered, among other things, the factors described under “The Merger — Recommendation of the CenterState Board of Directors and Reasons for the Merger.”

Recommendation of NCC’s Board of Directors and Reasons for the Merger (see page 87)

The NCC board of directors has by a unanimous vote of the directors present determined that the merger is advisable and in the best interests of NCC and its stockholders and recommends that NCC stockholders vote “FOR” approval of the merger proposal and “FOR” approval of the NCC adjournment approval. In

13

arriving at its determination, the NCC board of directors considered, among other things, the factors described under “The Merger — Recommendation of the NCC Board of Directors and Reasons for the Merger.”

Opinion of Financial Advisor of CenterState (see page 79 and Appendix B)

In connection with the merger, CenterState’s financial advisor, Raymond James & Associates, Inc. (“Raymond James”) delivered its oral opinion, as of November 23, 2018, to the CenterState board of directors, which was confirmed by delivery of a written opinion dated November 23, 2018, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Raymond James in preparing the opinion, as to the fairness of the exchange ratio, from a financial point of view, to CenterState.

Raymond James provided its opinion for the information and assistance of the CenterState board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger and the opinion relates only to the fairness of the exchange ratio, from a financial point of view, to CenterState. Raymond James’s opinion does not address the underlying business decisions of CenterState to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for CenterState, or the effect of any other transaction in which CenterState might engage. The full text of Raymond James’s opinion, dated November 23, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Raymond James is included as Appendix B to this joint proxy statement/prospectus. The description of the opinion is qualified in its entirety by reference to the opinion. CenterState shareholders are urged to read the entire opinion carefully in connection with their consideration of the CenterState share issuance. However, neither Raymond James’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the CenterState board of directors or any shareholder as to how to act or vote with respect to the merger or related matters.

Opinion of Financial Advisor of NCC (see page 90 and Appendix C)

In connection with the merger, NCC’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated November 23, 2018, to the NCC board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of NCC common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix C to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the NCC board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of NCC to engage in the merger or enter into the merger agreement or constitute a recommendation to the NCC board of directors in connection with the merger, and it does not constitute a recommendation to any holder of NCC common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.

Interests of NCC Executive Officers and Directors in the Merger (see page 106)

Some of the executive officers and directors of NCC have interests in the merger that are in addition to, or different from, the interests of NCC’s stockholders generally. These interests exist because of, among other things, employment agreements or change in control agreements that the executive officers entered into with NCC previously, unrelated to the merger, rights that these executive officers and directors have under NCC’s benefit plans, including equity plans (i.e., the stock options, warrants and performance share awards), arrangements to continue as employees of CenterState and CenterState Bank following the merger and rights to

14

indemnification and directors’ and officers’ liability insurance following the merger. These interests include the following:

• The merger agreement provides that

• each option and warrant to purchase shares of NCC common stock, to the extent that such option or warrant is outstanding and unexercised as of the effective time of the merger, will be assumed by CenterState and converted into an option or warrant, as the case may be, to purchase a number of shares of CenterState common stock equal to the product obtained by multiplying the exchange ratio by that number of shares of NCC common stock that such option or warrant entitles the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the option or warrant by the exchange ratio (rounded to the nearest cent).

• all outstanding performance share awards with respect to shares of NCC common stock for the four-year performance period ended on December 31, 2018 that are based on the satisfaction of performance conditions established for the performance period, will vest and be issued by NCC as soon as reasonably practicable after the date of certification by the Compensation Committee of the NCC board of directors and confirmation by NCC’s independent public accountants of the extent to which the performance criteria underlying such awards have been achieved, in accordance with the applicable NCC equity plan and award agreements, and in no event later than March 15, 2019. Such shares, to the extent that they become deferred shares, will be entitled to receive the merger consideration in accordance with the procedure applicable to deferred shares, as described below, and to the extent that they are instead issued as shares of NCC common stock and do not become deferred shares, will be included in the NCC common stock issued and outstanding immediately prior to the effective time of the merger and will be entitled to receive the merger consideration in accordance with the procedure applicable to issued and outstanding shares.

• Immediately prior to the effective time of the merger, the outstanding performance share awards with respect to shares of NCC common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which are to be measured over a performance period that will not be completed prior to the effective time of the merger, will vest as specified in the applicable award agreements, and the number of performance shares earned under the applicable award agreements, as well as the extent to which the performance goals have been achieved for the partial performance period, will be conclusively determined, in good faith, by the Compensation Committee of the NCC board of directors, in accordance with the change in control provisions in the applicable NCC equity plans and award agreements, as soon as reasonably practicable prior to the effective time of the merger. These performance share awards will be cancelled at the effective time of the merger in exchange for the right to receive, within 10 days following the effective time of the merger, the merger consideration in respect of each share of NCC common stock underlying the performance share awards, subject to applicable tax withholding.

• Three NCC directors will be appointed to the board of directors of CenterState and CenterState Bank and one additional NBC director will be appointed solely to the board of directors of CenterState Bank, effective as of the effective time of the merger;

• Certain benefits may be paid pursuant to employment agreements or change in control agreements with executive officers of NCC;

• A new employment agreement between CenterState Bank and Richard Murray, IV, providing that he shall become and serve as Chief Executive Officer of CenterState Bank;

15

• A new employment agreement between CenterState Bank and William E. Matthews, V, providing that he shall become and serve as Chief Financial Officer of CenterState and CenterState Bank; and

• NCC and NBC’s directors and executive officers will be entitled to indemnification by CenterState with respect to claims arising from matters occurring at or prior to the closing of the merger and to coverage under a directors’ and officers’ liability insurance policy for six years after the merger.

For further information, please refer to “The Merger — Interests of NCC Executive Officers and Directors in the Merger.” NCC’s board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement.

Regulatory Approvals (see page 118)

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 Office of the Comptroller of the Currency (“OCC”). 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 agreed to prepare and file all notices and applications to obtain the necessary regulatory approvals and all such notices and applications have been filed as of December 14, 2018. Although the parties currently believe they should be able to obtain all regulatory approvals in a timely manner, they cannot be certain when or if they will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the combined company after the completion of the merger. We make no assurance that the regulatory approvals received will not contain any condition, or carryover of any condition applicable to NCC or NBC, that would be a burdensome condition (as defined in the merger agreement) on CenterState following the merger or on CenterState Bank following the bank merger. It is a condition to CenterState’s obligation to complete the merger that no such burdensome condition be imposed. The regulatory approvals to which the completion of the merger and the bank merger are subject are described in more detail under the section entitled “The Merger – Conditions to Completion of the Merger.”

Conditions to Completion of the Merger (see page 136)

The completion of the merger depends on a number of conditions being satisfied or, where permitted, waived, including, but not limited to:

• the required approvals by the shareholders of CenterState and the stockholders of NCC;

• the receipt of all regulatory approvals, or expiration or termination of all statutory waiting periods in respect thereof, required to consummate the transactions contemplated by the merger agreement, without any burdensome conditions (as defined in the merger agreement);

• the absence of any judgment, 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;

• the effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus is a part, under the Securities Act;

• the receipt by CenterState and NCC from their respective tax counsel of a U.S. federal income tax opinion that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

16

• the receipt by NCC of a specified contractual consent from a third party (which was received on January 7, 2019);

• subject to certain exceptions, accuracy of the representations and warranties of the other party, generally subject to a material adverse effect qualification, as of the date of the merger agreement and as of the date of the completion of the merger;

• performance in all material respects by CenterState and NCC of their respective obligations under the merger agreement, subject to a material adverse effect qualification; and

• the absence of any event which has resulted in a material adverse effect on the other, and the absence of any condition, event, fact, circumstance or other occurrence that is reasonably expected to have a material adverse effect on the other.

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.

Third Party Proposals (see page 132)

NCC has agreed to a number of limitations with respect to soliciting, negotiating and discussing acquisition proposals involving persons other than CenterState, and to certain related matters. The merger agreement does not, however, prohibit NCC from considering prior to the NCC special meeting an unsolicited bona fide acquisition proposal from a third party if certain specified conditions are met.

Termination (see page 136)

The merger agreement may be terminated at any time prior to the effective time of the merger:

• by mutual written consent of CenterState and NCC;

• by CenterState or NCC if any regulatory approval required for consummation of the transactions contemplated by the merger agreement has been denied by final non-appealable action by the relevant governmental authority or an application therefor has been permanently withdrawn at the request of a governmental authority;

• by CenterState or NCC if the approval of the shareholders of CenterState or the stockholders of NCC is not obtained;

• by CenterState or NCC in the event of a material breach by the other party of any representation, warranty or covenant contained in the merger agreement and such breach is not cured within thirty days;

• by CenterState or NCC if the merger is not consummated on or before November 23, 2019;

• by CenterState or NCC if the other party’s board of directors breaches its obligations with respect to giving notice of and making a recommendation in connection with each of the CenterState and NCC shareholder meetings, respectively;

• by CenterState if NCC’s board of directors approves or recommends an acquisition proposal, fails to publicly recommend against a publicly announced acquisition proposal within three business days of being requested to do so by CenterState or resolves or otherwise determines or announces an intention to take the foregoing actions;

• by NCC, if both of the following conditions exist and CenterState does not elect to increase the per share merger consideration paid to NCC stockholders by (i) increasing the exchange ratio or (ii) paying additional cash consideration, as determined by a formula in the merger agreement:

(a) the quotient obtained by dividing the CenterState average closing stock price during a specified time prior to completion of the merger by $24.47 is less than 0.85; and

(b) the CenterState Ratio (as defined in the merger agreement) is less than 85% of the quotient obtained by dividing the average closing prices for the KBW Regional Bank Index during a specified time prior to completion of the merger by $101.81.

17

Termination Fee (see page 137)

NCC will pay CenterState a termination fee equal to $31.8 million in the event (i) the merger agreement is terminated by CenterState because NCC breaches its non-solicitation obligations or NCC’s board of directors breaches its obligations with respect to giving notice of or making a recommendation in connection with the NCC stockholder meeting, or (ii) NCC receives an acquisition proposal and the merger agreement is terminated because the required NCC stockholder approval is not obtained or by CenterState because of NCC’s material breach of representations, warranties or covenants and NCC enters into an acquisition proposal within 12 months of such termination.

Reverse Termination Fee (see page 137)

CenterState will pay NCC a reverse termination fee equal to $31.8 million if the merger agreement is terminated by NCC because CenterState’s board of directors breaches its obligations with respect to giving notice of or making a recommendation in connection with the CenterState shareholder meeting.

Accounting Treatment (see page 117)

CenterState 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.

Appraisal Rights (see page 119)

Under Florida law, CenterState shareholders are not eligible to exercise dissenters’ rights in connection with the merger.

Under Delaware law, NCC stockholders are not eligible to exercise dissenters’ rights in connection with the merger.

Resale of CenterState Common Stock

All shares of CenterState common stock received by NCC stockholders in the merger will be freely tradeable for purposes of the Securities Act, except for shares of CenterState common stock received by any such holder who becomes an “affiliate” of CenterState after the completion of the merger. This joint proxy statement/prospectus does not cover resales of shares of CenterState common stock received by any person upon completion of the merger, and no person is authorized to make any use of this joint proxy statement/prospectus in connection with any resale.

Market Prices and Dividend Information (see page 58)

CenterState

CenterState common stock is traded on NASDAQ under the symbol “CSFL.” The following table sets forth the reported high and low intraday sales prices of shares of CenterState common stock and the quarterly cash dividends per share of CenterState common stock declared, in each case for the periods indicated.

	CenterState Common Stock
	High		Low		Dividends
Fiscal 2019
First Quarter (through January 4, 2019)	$	22.12	$	20.71		—
Fiscal 2018
Fourth Quarter	$	28.99	$	19.55	$	0.10
Third Quarter	$	31.24	$	27.67	$	0.10
Second Quarter	$	32.27	$	25.97	$	0.10
First Quarter	$	28.46	$	25.03	$	0.10

18

	CenterState Common Stock
	High		Low		Dividends
Fiscal 2017
Fourth Quarter	$	27.95	$	25.23	$	0.06
Third Quarter	$	27.02	$	21.77	$	0.06
Second Quarter	$	26.70	$	23.64	$	0.06
First Quarter	$	26.94	$	23.70	$	0.06
Fiscal 2016
Fourth Quarter	$	25.83	$	17.09	$	0.04
Third Quarter	$	18.27	$	15.30	$	0.04
Second Quarter	$	16.59	$	14.49	$	0.04
First Quarter	$	15.72	$	12.57	$	0.04

The holders of CenterState common stock receive dividends if and when declared by the CenterState board of directors out of funds legally available, subject to certain restrictions imposed by state and federal laws. As of January 4, 2019, there were 95,691,509 shares of CenterState common stock outstanding and owned by approximately 2,166 registered shareholders of record.

NCC

NCC common stock is traded on NASDAQ under the symbol “NCOM.” The following table sets forth the reported high and low intraday sales prices of shares of NCC common stock, in each case for the periods indicated. NCC has not paid any dividends on the NCC common stock during the periods covered by this table.

	NCC Common Stock
	High		Low
Fiscal 2019
First Quarter (through January 4, 2019)	$	37.61	$	34.89
Fiscal 2018
Fourth Quarter	$	42.15	$	33.40
Third Quarter	$	48.60	$	35.84
Second Quarter	$	48.60	$	41.80
First Quarter	$	46.60	$	39.80
Fiscal 2017
Fourth Quarter	$	43.80	$	38.03
Third Quarter	$	43.80	$	38.05
Second Quarter	$	40.00	$	35.55
First Quarter	$	39.99	$	35.00
Fiscal 2016
Fourth Quarter	$	38.00	$	26.54
Third Quarter	$	28.74	$	22.32
Second Quarter	$	24.50	$	21.37
First Quarter	$	25.30	$	20.50

The holders of NCC common stock receive dividends if and when declared by the NCC board of directors out of funds legally available, subject to certain restrictions imposed by state and federal laws. As of January 4, 2019, there were 20,762,084 shares of NCC common stock outstanding and owned by approximately 1,108 registered stockholders of record.

19

Comparative Rights of CenterState Shareholders and NCC Stockholders (see page 142)

NCC stockholders, whose rights are currently governed by NCC’s certificate of incorporation, NCC’s bylaws and Delaware law, will, upon completion of the merger, become shareholders of CenterState and their rights will be governed by CenterState’s articles of incorporation, CenterState’s bylaws and Florida law. The differences in shareholder rights are explained more fully in “Comparison of Stockholder/Shareholder Rights” beginning on page 142.

20

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CENTERSTATE

The following selected historical consolidated financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 is derived from the audited consolidated financial statements of CenterState. The following selected historical consolidated financial data as of and for the nine months ended September 30, 2018 and 2017, is derived from the unaudited consolidated financial statements of CenterState and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of CenterState’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.

The results of operations as of and for the nine months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any future period. You should read the following selected historical consolidated financial data in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CenterState’s audited consolidated financial statements and accompanying notes included in CenterState’s Annual Report on Form 10-K for the year ended December 31, 2017; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CenterState’s unaudited consolidated financial statements and accompanying notes included in CenterState’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, both of which are incorporated by reference into this joint proxy statement/prospectus. See “Documents Incorporated by Reference.”

Summary of Consolidated Financial Data

	(unaudited) At or for the nine months ended September 30,						At or for the year ended December 31,
(dollars in thousands, except per share data)	2018			2017			2017			2016			2015			2014			2013
Summary of Operations:
Total interest income	$	328,451		$	182,904		$	251,326		$	188,665		$	162,320		$	138,227		$	100,378
Total interest expense		(31,051	)		(10,980	)		(15,783	)		(9,340	)		(7,286	)		(7,356	)		(5,885	)
Net interest income		297,400			171,924			235,543			179,325			155,034			130,871			94,493
Provision for loan losses		(6,183	)		(3,990	)		(4,958	)		(4,962	)		(4,493	)		(826	)		76
Net interest income after provision for loan losses		291,217			167,934			230,585			174,363			150,541			130,045			94,569
Non-interest income		48,647			26,492			35,617			30,363			9,883			6,027			12,445
Income from correspondent banking and capital markets division		23,495			21,725			28,341			33,685			27,563			20,153			20,410
Net gain (loss) on sale of securities available for sale		(22	)		—			(7	)		13			4			46			1,060
Gain on sale of trust department		—			—			1,224			—			—			—			—
Gain on extinguishment of debt		—			—			—			308			—			—			—
Gain on sale of deposits		611			—			—			—			—			—			—
Loss on termination of FDIC loss share agreements		—			—			—			(17,560	)		—			—			—
Credit related expenses		(1,337	)		(2,058	)		(2,035	)		(1,781	)		(2,295	)		(5,282	)		(12,730	)
Non-interest expense		(231,610	)		(135,416	)		(184,450	)		(155,140	)		(123,787	)		(130,899	)		(98,001	)
Income before income taxes		131,001			78,677			109,275			64,251			61,909			20,090			17,753
Income tax expenses		(25,217	)		(24,794	)		(53,480	)		(21,910	)		(22,571	)		(7,126	)		(5,510	)
Net income	$	105,784		$	53,883		$	55,795		$	42,341		$	39,338		$	12,964		$	12,243

21

	(unaudited) At or for the nine months ended September 30,						At or for the year ended December 31,
(dollars in thousands, except per share data)	2018			2017			2017			2016			2015			2014			2013
Per Common Share Data:
Basic earnings per share	$	1.24		$	0.95		$	0.97		$	0.89		$	0.87		$	0.32		$	0.41
Diluted earnings per share	$	1.23		$	0.94		$	0.95		$	0.88		$	0.85		$	0.31		$	0.41
Common equity per common share outstanding	$	20.00		$	15.15		$	15.04		$	11.47		$	10.79		$	9.98		$	9.08
Tangible common equity per common share outstanding(1)	$	10.86		$	10.42		$	10.35		$	8.93		$	8.82		$	7.95		$	7.38
Dividends per common share	$	0.30		$	0.18		$	0.24		$	0.16		$	0.07		$	0.04		$	0.04
Actual shares outstanding		95,636,051			60,053,392			60,161,334			48,146,981			45,459,195			45,323,553			30,112,475
Weighted average common shares outstanding		85,026,929			56,442,506			57,244,698			47,409,142			45,182,224			40,852,002			30,102,777
Diluted weighted average common shares outstanding		86,209,709			57,330,267			58,340,813			48,191,523			45,788,632			41,235,552			30,220,127
Balance Sheet Data:
Assets	$	12,274,365		$	6,822,861		$	7,123,975		$	5,078,559		$	4,022,717		$	3,776,869		$	2,415,567
Total loans		8,223,092			4,681,567			4,773,221			3,429,747			2,593,776			2,429,525			1,474,179
Allowance for loan losses		38,811			31,828			32,825			27,041			22,264			19,898			20,454
Total deposits		9,474,526			5,425,470			5,560,523			4,152,544			3,215,178			3,092,040			2,056,231
Short-term borrowings		694,313			381,631			558,570			290,413			252,722			179,014			50,366
Corporate debentures		41,328			26,134			26,192			25,958			24,093			23,917			16,996
Common shareholders’ equity		1,913,159			909,622			904,750			552,457			490,514			452,477			273,379
Total shareholders’ equity		1,913,159			909,622			904,750			552,457			490,514			452,477			273,379
Tangible capital		1,038,221			625,764			622,453			430,135			400,774			360,337			222,339
Goodwill		802,880			257,683			257,683			106,028			76,739			76,739			44,924
Core deposit intangible (CDI)		69,133			25,140			24,063			15,510			12,164			14,417			4,958
Other intangible assets		2,925			1,035			551			784			837			984			1,158
Average total assets	$	10,516,698		$	6,150,030		$	6,341,159		$	4,864,151		$	3,928,523		$	3,419,541		$	2,381,620
Average loans		7,096,550			4,192,226			4,326,325			3,140,343			2,518,572			2,160,155			1,439,069
Average interest earning assets		9,103,254			5,470,846			5,631,772			4,356,455			3,484,739			2,995,845			2,034,542
Average deposits		8,207,913			4,958,710			5,107,495			3,991,078			3,178,569			2,891,459			2,087,004
Average interest bearing deposits		5,347,950			3,181,814			3,271,415			2,568,605			2,038,955			1,942,299			1,425,858
Average interest bearing liabilities		5,974,015			3,515,891			3,612,651			2,834,392			2,278,427			2,046,061			1,502,481
Average total shareholders’ equity		1,571,039			786,646			819,626			531,734			471,130			391,574			273,852
Selected Financial Ratios:
(ratios are annualized where applicable)
Return on average assets		1.34	%		1.17	%		0.88	%		0.87	%		1.00	%		0.38	%		0.51	%
Return on average equity		9.00	%		9.16	%		6.81	%		7.96	%		8.35	%		3.31	%		4.47	%
Dividend payout		24	%		19	%		25	%		18	%		8	%		13	%		10	%
Efficiency ratio(2)		63	%		61	%		61	%		64	%		65	%		86	%		85	%
Net interest margin, tax equivalent basis(3)		4.39	%		4.31	%		4.28	%		4.20	%		4.51	%		4.41	%		4.71	%
Net interest spread, tax equivalent basis(4)		4.16	%		4.15	%		4.13	%		4.08	%		4.40	%		4.30	%		4.61	%

22

	(unaudited) At or for the nine months ended September 30,						At or for the year ended December 31,
(dollars in thousands, except per share data)	2018			2017			2017			2016			2015			2014			2013
Capital Ratios:
Tier 1 leverage ratio		10.97	%		9.88	%		9.82	%		9.11	%		10.53	%		10.11	%		10.38	%
Risk-based capital
Common equity Tier 1		11.52	%		11.75	%		11.46	%		11.27	%		14.39	%		—			—
Tier 1		12.04	%		12.25	%		11.96	%		11.83	%		14.99	%		14.36	%		16.64	%
Total		12.46	%		12.86	%		12.57	%		12.54	%		15.79	%		15.14	%		17.89	%
Tangible common equity to tangible assets		9.11	%		9.57	%		9.10	%		8.68	%		10.19	%		9.78	%		9.40	%
Asset Quality Ratios:
(ratios are annualized where applicable)
Net (recoveries) charge-offs to average loans(5)		0.01	%		(0.02	%)		(0.02	%)		—	%		0.09	%		0.07	%		0.42	%
Allowance to period end loans(5)		0.48	%		0.70	%		0.71	%		0.82	%		0.93	%		0.90	%		1.58	%
Allowance for loan losses to non-performing loans(5)		165	%		163	%		188	%		140	%		106	%		76	%		73	%
Non-performing assets to total assets(5)		0.35	%		0.54	%		0.30	%		0.52	%		0.56	%		0.92	%		1.39	%
Other Data:
Banking locations		127			78			78			67			57			58			55
Full-time equivalent employees		2,060			1,185			1,200			952			784			785			693

(1) Tangible common equity per common share outstanding is defined as tangible common equity divided by total common shares outstanding.

(2) Efficiency ratio is non-interest expense (less loss on termination of FDIC loss share agreements) divided by the sum of the tax equivalent net interest income before the provision for loan losses plus non-interest income (less gain on sale of trust department and gain on extinguishment of debt).

(3) Net interest margin is net interest income divided by total average earning assets.

(4) Net interest spread is the difference between the average yield on earning assets and the average yield on average interest bearing liabilities.

(5) Excludes purchased credit impaired loans.

Explanation of Certain Unaudited Non-GAAP Financial Measures

The summary above contains financial information determined by methods other than Generally Accepted Accounting Principles (“GAAP”), including tangible capital, tangible common equity per common share, tangible common equity to tangible assets, efficiency ratio and tax equivalent net interest margin and spread, which we refer to as “Non-GAAP financial measures.” The tables below provide reconciliations between these Non-GAAP measures and net interest income and tax equivalent basis net interest income, the efficiency ratio, common shareholders’ equity and tangible common equity, as applicable. CenterState uses these Non-GAAP financial measures in its analysis of CenterState’s performance and believes these presentations provide useful supplemental information and enhance investors’ understanding of CenterState’s core business and performance.

Non-GAAP measures can also be useful in understanding performance trends and can facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures include, among other things, the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. CenterState provides reconciliations between GAAP and these Non-GAAP measures. These disclosures should not be considered in isolation or as an alternative to GAAP.

23

Reconciliation of GAAP to Non-GAAP Measures (unaudited):

	Nine months ended September 30,						Years ended December 31,
(Dollars in thousands, except ratios)	2018			2017			2017			2016			2015			2014			2013
Income Statement Non-GAAP measures and ratios
Total Interest income (GAAP)		328,451			182,904			251,326			188,665			162,320			138,227			100,378
Total tax equivalent adjustment		1,796			4,238			5,716			3,459			2,198			1,374			1,372
Total interest income — tax equivalent		330,247			187,142			257,042			192,124			164,518			139,601			101,750
Total Interest expense (GAAP)		(31,051	)		(10,980	)		(15,783	)		(9,340	)		(7,286	)		(7,356	)		(5,885	)
Net interest income — tax equivalent	$	299,196		$	176,162		$	241,259		$	182,784		$	157,232		$	132,245		$	95,865
Net interest income (GAAP)	$	297,400		$	171,924		$	235,543		$	179,325		$	155,034		$	130,871		$	94,493
Net interest spread (GAAP)		4.13	%		4.05	%		4.02	%		4.00	%		4.34	%		4.25	%		4.54	%
Net interest spread — tax equivalent		4.16	%		4.15	%		4.13	%		4.08	%		4.40	%		4.30	%		4.61	%
Net interest margin (GAAP)		4.37	%		4.20	%		4.18	%		4.12	%		4.45	%		4.37	%		4.64	%
Net interest margin — tax equivalent		4.39	%		4.31	%		4.28	%		4.20	%		4.51	%		4.41	%		4.71	%
Efficiency ratio
Non interest income (GAAP)	$	72,731		$	48,217		$	65,175		$	64,369		$	37,450		$	26,226		$	33,946
Gain on sale of trust department		—			—			(1,224	)		—			—			—			—
Gain on extinguishment of debt		—			—			—			(308	)		—			—			—
Gain on sale of deposits		(611	)		—			—			—			—			—			—
Adjusted non interest income		72,120			48,217			63,951			64,061			37,450			26,226			33,946
Net interest income before provision (GAAP)		297,400			171,924			235,543			179,325			155,034			130,871			94,493
Total tax equivalent adjustment		1,796			4,238			5,716			3,459			2,198			1,374			1,372
Adjusted net interest income		299,196			176,162			241,259			182,784			157,232			132,245			95,865
Non interest expense	$	232,947		$	137,474		$	186,485		$	174,481		$	126,082		$	136,181		$	110,762
Loss on termination of FDIC loss share agreements		—			—			—			(17,560	)		—			—			—
Adjusted non interest expense		232,947			137,474			186,485			156,921			126,082			136,181			110,762
Efficiency ratio		63	%		61	%		61	%		64	%		65	%		86	%		85	%
	At September 30						Years ended December 31,
(Dollars in thousands, except ratios and per share data)	2018			2017			2017			2016			2015			2014			2013
Balance Sheet Non-GAAP measures and ratios
Total assets	$	12,274,365		$	6,822,861		$	7,123,975		$	5,078,559		$	4,022,717		$	3,776,869		$	2,416,011
Goodwill		(802,880	)		(257,683	)		(257,683	)		(106,028	)		(76,739	)		(76,739	)		(44,924	)
Intangible assets, net		(72,058	)		(26,175	)		(24,614	)		(16,294	)		(13,001	)		(15,401	)		(6,116	)
Tangible assets	$	11,399,427		$	6,539,003		$	6,841,678		$	4,956,237		$	3,932,977		$	3,684,729		$	2,364,971
Common stockholders’ equity	$	1,913,159		$	909,622		$	904,750		$	552,457		$	490,514		$	452,477		$	273,379
Goodwill		(802,880	)		(257,683	)		(257,683	)		(106,028	)		(76,739	)		(76,739	)		(44,924	)
Intangible assets, net		(72,058	)		(26,175	)		(24,614	)		(16,294	)		(13,001	)		(15,401	)		(6,116	)
Tangible common stockholders’ equity	$	1,038,221		$	625,764		$	622,453		$	430,135		$	400,774		$	360,337		$	222,339
Tangible common equity per common share outstanding	$	10.86		$	10.42		$	10.35		$	8.93		$	8.82		$	7.95		$	7.38
Tangible common equity to tangible assets		9.11	%		9.57	%		9.10	%		8.68	%		10.19	%		9.78	%		9.40	%

24

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NCC

The following tables set forth selected historical consolidated financial and other data of NCC at or for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 derived from the audited consolidated financial statements of NCC. The following selected historical consolidated financial data as of and for the nine months ended September 30, 2018 and 2017, is derived from the unaudited consolidated financial statements of NCC and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of NCC’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.

The results of operations as of and for the nine months ended September 30 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018, or any future period. You should read the following selected historical consolidated financial data in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and NCC’s audited consolidated financial statements and accompanying notes included in NCC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and NCC’s unaudited consolidated financial statements and accompanying notes included in NCC’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, both of which are incorporated by reference into this joint proxy statement/prospectus. See “Documents Incorporated by Reference.”

Summary of Consolidated Financial Data

	As of and for the Nine Months Ended September 30,				As of and for the Year Ended December 31,
(Dollars in thousands, except per share information)	2018		2017		2017			2016		2015		2014			2013
Statement of Income Data
Interest income	$	120,228	$	79,567	$	109,791		$	74,563	$	54,845	$	31,342		$	23,312
Interest expense		13,904		7,543		10,367			7,381		4,796		2,869			2,613
Net interest income		106,324		72,024		99,424			67,182		50,049		28,473			20,699
Provision for loan losses		3,175		2,416		3,894			3,248		1,113		978			—
Gain (loss) on sale of securities		193		28		(91	)		—		—		(33	)		47
Other noninterest income(1)		13,958		15,058		20,126			13,956		8,459		5,065			5,255
Merger/conversion-related expenses		3,835		1,148		2,320			479		764		662			257
Other noninterest expense(2)		69,855		53,037		71,199			48,600		39,481		22,791			19,428
Income before income taxes		43,610		30,509		42,046			28,811		17,150		9,074			6,316
Income tax expense		10,119		9,950		13,840			9,394		5,476		3,159			2,310
Deferred tax asset write-down		—		—		6,231			—		—		—			—
Total income tax expense		10,119		9,950		20,071			9,394		5,476		3,159			2,310
Net income before minority interest		33,491		20,559		21,975			19,417		11,674		5,915			4,006
Net income attributable to minority interest		1,748		1,494		1,907			1,564		2,069		512			—
Net income to common shareholders		31,743		19,065		20,068			17,853		9,605		5,403			4,006

25

	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
(Dollars in thousands, except per share information)	2018			2017			2017			2016			2015			2014			2013
Balance Sheet (at Period End)
Cash and cash equivalents	$	200,291		$	134,549		$	235,288		$	217,293		$	212,457		$	123,435		$	124,136
Total investment securities		211,182			111,158			111,396			99,709			80,863			34,932			47,979
Mortgage loans held-for-sale		15,533			15,278			29,191			15,373			15,020			9,329			7,159
Acquired purchased credit-impaired loans		40,922			26,924			25,696			11,975			12,690			9,077			—
Acquired non-purchased credit-impaired loans		1,262,636			561,118			538,276			313,399			368,625			143,981			—
Nonacquired loans held for investment(3)		1,774,835			1,349,254			1,455,376			1,076,209			870,471			653,063			582,002
CBI loans (factoring receivables)		151,985			119,110			118,710			83,901			67,628			82,600			—
Total gross loans held for investment		3,230,378			2,056,406			2,138,058			1,485,484			1,319,414			888,721			582,002
Allowance for loan losses		16,759			14,264			14,985			12,113			9,842			9,802			9,119
Total intangibles		269,297			119,688			117,849			52,803			53,474			30,591			—
Total assets		4,103,345			2,549,134			2,737,676			1,950,784			1,763,369			1,138,426			791,781
Total deposits		3,331,682			2,097,373			2,285,831			1,667,710			1,514,458			971,060			678,031
FHLB and other borrowings		20,340			7,941			7,000			7,000			22,000			22,000			22,000
Subordinated debt		37,211			24,540			24,553			24,500			—			—			—
Total liabilities		3,418,534			2,150,541			2,337,718			1,713,740			1,546,733			1,002,265			702,842
Minority interest		7,611			7,504			7,348			7,309			7,372			7,239			—
Common stock		206			148			148			109			108			75			5,730
Total shareholders’ equity		684,811			398,593			399,958			237,044			216,636			136,161			88,939
Tangible common equity		414,837			278,335			281,695			183,866			162,724			105,265			88,939
Selected Performance Ratios
Return on average assets (ROAA)(4)		1.26	%		1.05	%		0.81	%		1.00	%		0.72	%		0.66	%		0.60	%
Return on average equity (ROAE)		7.69			7.51			5.65			7.89			5.55			5.55			4.61
Return on average tangible common equity (ROATCE)		12.04			10.88			8.14			10.32			6.96			6.07			4.61
Net interest margin — taxable equivalent		4.75			4.37			4.44			4.15			4.13			3.76			3.27
Efficiency ratio		61.26			62.22			61.50			60.49			68.79			69.93			75.85
Operating efficiency ratio(2)		58.08			60.90			59.56			59.90			67.48			67.96			74.86
Noninterest income / average assets (annualized)		0.55			0.83			0.81			0.78			0.64			0.62			0.79
Noninterest expense / average assets (annualized)		2.91			2.97			2.96			2.76			3.03			2.88			2.97
Yield on loans		5.72			5.38			5.40			5.06			5.17			4.68			4.37
Cost of total deposits		0.60			0.40			0.41			0.40			0.39			0.35			0.38

26

	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
(Dollars in thousands, except per share information)	2018			2017			2017			2016			2015			2014			2013
Per Share Outstanding Data
Net earnings per share	$	1.75		$	1.42		$	1.45		$	1.64		$	1.04		$	0.92		$	0.70
Diluted net earnings per share		1.71			1.38			1.41			1.61			1.02			0.91			0.69
Common shares outstanding at period end		20,649,948			14,777,230			14,788,436			10,934,541			10,824,969			7,541,541			5,730,114
Weighted average diluted shares		18,561,522			13,854,074			14,193,433			11,093,987			9,395,741			5,960,199			5,764,285
Book value per share		33.16			26.97			27.05			21.68			20.01			18.05			15.52
Tangible book value per share		20.09			18.84			19.05			16.82			15.03			13.96			15.52
Nonperforming Assets
Nonacquired
Nonaccrual loans	$	231		$	70		$	82		$	69		$	187		$	2,276		$	3,371
Other real estate and repossessed assets		340			150			—			2,068			3,873			823			845
Loans past due 90 days or more and still accruing		484			1,690			677			581			252			217			—
Total nonacquired nonperforming assets		1,055			1,910			759			2,718			4,312			3,316			4,216
Acquired
Nonaccrual loans		4,050			2,625			2,640			2,768			3,508			2,589			—
Other real estate and repossessed assets		999			1,021			1,094			—			92			557			—
Loans past due 90 days or more and still accruing		—			—			—			—			—			80			—
Total acquired nonperforming assets		5,049			3,646			3,734			2,768			3,600			3,226			—
Asset Quality Ratios
Nonperforming assets / Assets		0.15	%		0.22	%		0.16	%		0.28	%		0.45	%		0.57	%		0.53	%
Nonperforming assets / Loans + OREO + repossessed assets		0.19			0.27			0.21			0.37			0.60			0.73			0.72
Nonacquired nonperforming assets / Nonacquired loans + nonacquired OREO + nonacquired repossessed assets(3)		0.06			0.14			0.05			0.25			0.49			0.51			0.72
Net charge-offs to average loans		0.07			0.02			0.05			0.07			0.11			0.05			0.19
Allowance for loan losses to total loans		0.52			0.69			0.70			0.82			0.75			1.10			1.57
Allowance for loan losses / (Nonacquired nonaccrual loans + nonacquired loans past due 90 days or more and still accruing)		2,343.92			810.45			1,974.31			1,863.54			2,241.91			393.18			270.51

27

	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
(Dollars in thousands, except per share information)	2018			2017			2017			2016			2015			2014			2013
Additional Information: Allowance for Loan Losses
Allowance for loan losses excluding CBI loans (factoring receivables)	$	16,159		$	13,764		$	14,985		$	12,113		$	9,842		$	9,802		$	9,119
Nonacquired loans held for investment (3)		1,774,835			1,349,254			1,455,376			1,076,209			870,471			653,063			582,002
Allowance for loan losses allocated to CBI loans (factoring receivables)		600			500			600			500			500			955			—
CBI loans (factoring receivables)		151,985			119,110			118,710			83,901			67,628			82,600			—
Capital ratios (at period end)
Tier 1 leverage ratio		11.40	%		11.42	%		10.89	%		9.57	%		9.68	%		10.68	%		12.18	%
Tier 1 common capital ratio		13.03			12.78			12.54			11.46			11.18			10.66			14.58
Tier 1 Risk-based capital ratio		13.03			12.78			12.54			11.46			11.18			10.66			14.58
Total Risk-based capital ratio		14.74			14.64			14.37			13.90			11.91			11.75			15.83
Equity / Assets		16.69			15.64			14.61			12.15			12.29			11.96			11.23
Tangible common equity to tangible assets		10.82			11.46			10.75			9.69			9.52			9.50			11.23
Composition of Loans Held for Investment
Owner-occupied commercial real estate	$	645,499		$	385,565		$	378,525		$	254,099		$	215,021		$	132,126		$	71,790
Non-owner occupied commercial real estate		823,792			476,126			509,764			352,677			294,191			198,658			146,509
Commercial and industrial loans		389,985			241,068			258,577			150,268			171,160			113,788			102,286
Factored commercial receivables		151,985			119,110			118,710			83,901			67,628			82,600			—
Construction, land development and other land loans		363,561			218,655			231,030			155,813			152,862			83,663			58,372
1-4 family		698,528			490,557			508,935			387,342			333,761			221,222			162,091
Multifamily		78,048			59,779			60,054			47,060			31,128			23,420			22,316
Consumer and other		78,980			65,546			72,463			54,324			53,663			33,244			18,638
Deposit Composition
Demand	$	932,089		$	621,916		$	697,144		$	429,030		$	382,946		$	217,643		$	128,837
NOW		663,155			322,273			362,266			262,261			202,649			154,816			107,060
Money market and savings		1,218,215			863,421			951,846			703,289			611,887			392,394			304,071
Retail time		119,532			75,403			63,044			64,073			87,069			74,367			15,979
Jumbo time(5)		398,691			214,360			211,531			209,057			229,907			131,840			122,084
Mortgage Metrics
Total production ($)	$	381,030		$	386,594		$	507,563		$	322,909		$	281,706		$	207,269		$	246,649

(1) Excludes securities gains (losses)

(2) Excludes merger/conversion-related expenses

(3) Excludes CBI loans

(4) Net income to common shareholders / average as-sets

(5) Jumbo time deposits defined as time deposits greater than $100,000

28

GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP

FINANCIAL MEASURES

Some of the financial measures included in NCC’s selected historical consolidated financial data table and other data are not measures of financial performance recognized by generally accepted accounting principles in the United States (“non-GAAP financial measures”). These non-GAAP financial measures include tangible common equity, tangible book value per share, return on average tangible common equity, efficiency ratio and operating efficiency ratio. NCC’s management uses the non-GAAP financial measures set forth below in its analysis of the company’s performance.

• “Tangible common equity” is total stockholders’ equity less goodwill, other intangible assets and minority interest not included in intangible assets.

• “Tangible book value per share” is defined as tangible common equity divided by total common shares outstanding. This measure is important to investors interested in changes from period to period in book value per share exclusive of changes in intangible assets.

• “Average tangible common equity” is defined as the average of tangible common equity for the applicable period.

• “Return on average tangible common equity,” or ROATCE, is defined as net income available to common stockholders divided by average tangible common equity.

NCC’s management believes that the measures above, each of which utilizes the concept of tangible common equity rather than total common equity, provide useful information to management and investors because they eliminate the impact of goodwill and other intangible assets created in an acquisition. These measures are commonly used by investors when assessing financial institutions.

• “Efficiency ratio” is defined as noninterest expense divided by operating revenue (which is equal to net interest income plus noninterest income), excluding one-time gains and losses on sales of securities. This measure is important to investors looking for a measure of efficiency in productivity based on the amount of revenue generated for each dollar spent.

• “Operating efficiency ratio” is defined as noninterest expense divided by operating revenue, excluding one-time gains and losses on sales of securities and one-time gains and expenses related to merger and acquisition activities. This measure is important to investors looking for a measure of efficiency in productivity based on the amount of revenue generated for each dollar spent.

29

NCC’s management believes that these non-GAAP financial measures provide useful information to management and investors that is supplementary to NCC’s financial condition, results of operations and cash flows computed in accordance with GAAP; however, management acknowledges that the non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and these disclosures are not necessarily comparable to non-GAAP financial measures that other companies use. The following reconciliation table provides more detailed analysis of these non-GAAP financial measures.

	NON-GAAP RECONCILIATION
	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
(Dollars in thousands, except per share information)	2018			2017			2017			2016			2015			2014			2013
Total shareholders’ equity	$	684,811		$	398,593		$	399,958		$	237,044		$	216,636		$	136,161		$	88,939
Less: Intangible assets		269,297			119,688			117,849			52,803			53,474			30,591			—
Less: minority interest not included in intangible assets		677			570			414			375			438			305			—
Tangible common equity	$	414,837		$	278,335		$	281,695		$	183,866		$	162,724		$	105,265		$	88,939
Common shares outstanding at year end or period end		20,649,948			14,777,230			14,788,436			10,934,541			10,824,969			7,541,541			5,730,114
Tangible book value per share	$	20.09		$	18.84		$	19.05		$	16.82		$	15.03		$	13.96		$	15.52
Total assets at end of period	$	4,103,345		$	2,549,134		$	2,737,676		$	1,950,784		$	1,763,369		$	1,138,426		$	791,781
Less: Intangible assets		269,297			119,688			117,849			52,803			53,474			30,591			—
Adjusted total assets at end of period	$	3,834,048		$	2,429,446		$	2,619,827		$	1,897,981		$	1,709,895		$	1,107,835		$	791,781
Tangible common equity to tangible assets		10.82	%		11.46	%		10.75	%		9.69	%		9.52	%		9.50	%		11.23	%
Total average shareholders’ equity	$	551,927		$	339,560		$	355,378		$	226,351		$	172,954		$	97,326		$	86,969
Less: average intangible assets		199,148			105,007			108,638			53,136			34,628			8,244			—
Less: average minority interest not included in intangible assets		376			323			332			264			267			136			—
Average tangible common equity	$	352,403		$	234,230		$	246,408		$	172,951		$	138,059		$	88,946		$	86,969
Net income to common shareholders		31,743			19,065			20,068			17,853			9,605			5,403			4,006
Return on average tangible common equity (ROATCE)		12.04			10.88	%		8.14	%		10.32	%		6.96	%		6.07	%		4.61	%
Efficiency ratio:
Net interest income	$	106,324		$	72,024		$	99,424		$	67,182		$	50,049		$	28,473		$	20,699
Total noninterest income		14,151			15,086			20,035			13,956			8,459			5,032			5,302
Less: gain (loss) on sale of securities		193			28			(91	)		—			—			(33	)		47
Operating revenue	$	120,282		$	87,082		$	119,550		$	81,138		$	58,508		$	33,538		$	25,954
Expenses:
Total noninterest expenses	$	73,690		$	54,185		$	73,519		$	49,079		$	40,245		$	23,453		$	19,685
Efficiency ratio		61.26	%		62.22	%		61.50	%		60.49	%		68.79	%		69.93	%		75.85	%

30

	NON-GAAP RECONCILIATION
	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
(Dollars in thousands, except per share information)	2018			2017			2017			2016			2015			2014			2013
Operating efficiency ratio:
Net interest income	$	106,324		$	72,024		$	99,424		$	67,182		$	50,049		$	28,473		$	20,699
Total noninterest income		14,151			15,086			20,035			13,956			8,459			5,032			5,302
Less: gain (loss) on sale of securities		193			28			(91	)		—			—			(33	)		47
Operating revenue	$	120,282		$	87,082		$	119,550		$	81,138		$	58,508		$	33,538		$	25,954
Expenses:
Total noninterest expenses	$	73,690		$	54,185		$	73,519		$	49,079		$	40,245		$	23,453		$	19,685
Less: merger/conversion-related expenses		3,835			1,148			2,320			479			764			662			257
Adjusted noninterest expenses	$	69,855		$	53,037		$	71,199		$	48,600		$	39,481		$	22,791		$	19,428
Operating efficiency ratio		58.08	%		60.90	%		59.56	%		59.90	%		67.48	%		67.96	%		74.86	%

31

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma combined consolidated financial information and accompanying notes show the impact on the financial conditions and results of operations of CenterState and NCC and have been prepared to illustrate the effects of the merger under the acquisition method of accounting. See “The Merger — Accounting Treatment.”

The unaudited pro forma combined consolidated balance sheet as of September 30, 2018, is presented as if the NCC merger had occurred on September 30, 2018. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017, and for the nine-month period ended September 30, 2018, are presented as if the merger had occurred on January 1, 2017. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statement only, expected to have a continuing impact on consolidated results of operations, and, as such, CenterState’s one-time merger costs for the merger are not included.

The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017, include pro forma results of operations for CenterState. CenterState’s results of operations for the year ended December 31, 2017, were adjusted to include the historical results of operations for its previously-closed acquisitions of: Platinum Bank Holding Company (“Platinum”), closed on April 1, 2017, Gateway Financial Holdings of Florida, Inc. (“Gateway”), closed on May 1, 2017, Sunshine Bancorp, Inc. (“Sunshine”) and HCBF Holding Company, Inc. (“HCBF”), both closed on January 1, 2018, and Charter Financial Corporation (“Charter”), closed on September 1, 2018. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017, assume the Platinum, Gateway, Sunshine, HCBF and Charter mergers were completed on January 1, 2017. Charter’s fiscal year ended on September 30, and therefore Charter’s year-end information included in the unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017, is for the year ended September 30, 2017, not December 31, 2017. The unaudited pro forma combined consolidated statement of income for the year ended December 31, 2017, including the results of operations for Platinum, Gateway, Sunshine, HCBF and Charter, is included in Exhibit 99.4 to CenterState’s Form 8-K/A filed on September 20, 2018, and incorporated by reference in this joint proxy statement/prospectus. No pro forma adjustments for Platinum, Gateway, Sunshine, HCBF and Charter are presented for the unaudited pro forma combined consolidated balance sheet at September 30, 2018, since all five transactions are already reflected in CenterState’s historical financial condition at September 30, 2018. No pro forma adjustments for Platinum, Gateway, Sunshine and HCBF are presented for the unaudited pro forma combined consolidated statement of income for the nine months ended September 30, 2018, since all four transactions are already reflected in CenterState’s historical results of operations for the period ending September 30, 2018.

The unaudited pro forma condensed combined statement of income presented below for NCC also includes the pro forma effect of the acquisition of Landmark Bancshares, Inc. (“Landmark”), which was completed on August 1, 2018, as if the acquisition of Landmark by NCC had occurred on January 1, 2017. The unaudited pro forma condensed combined statement of income data appearing below does not give pro forma effect to the following NCC acquisitions for any period prior to the applicable date the transaction was consummated:

• NCC’s acquisition of Premier Community Bank of Florida (“Premier”), which was completed on July 1, 2018;

• NCC’s acquisition of FirstAtlantic Financial Holdings, Inc. (“FirstAtlantic”), which was completed on January 1, 2018; and

• NCC’s acquisition of Patriot Bank (“Patriot”), which was completed on August 31, 2017.

32

The unaudited pro forma combined consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined consolidated financial statements should be read together with:

• the accompanying notes to the unaudited pro forma combined consolidated financial statements;

• CenterState’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in CenterState’s Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus;

• CenterState’s unaudited consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018, included in CenterState’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, which is incorporated by reference into this joint proxy statement/prospectus;

• CenterState’s unaudited pro forma combined consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in CenterState’s Form 8-K/A filed on September 20, 2018, as Exhibit 99.4, which is incorporated by reference into this joint proxy statement/prospectus;

• NCC’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in NCC’s Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus;

• NCC’s unaudited consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018, included in NCC’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, which is incorporated by reference into this joint proxy statement/prospectus;

• Landmark’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017 and NCC’s unaudited combined pro forma consolidated financial statements and accompanying notes for the year ended December 31, 2017, and six months ended June 30, 2018, included in NCC’s Form 8-K filed on January 7, 2019, which is incorporated by reference into this joint proxy statement/prospectus.

33

Unaudited Pro Forma Combined Consolidated Balance Sheet

As of September 30, 2018

(in thousands, except per share data)

	CenterState as reported			NCC as reported			Pro Forma adjustments				CenterState NCC Pro Forma
Assets:
Cash and cash equivalents	$	606,331		$	200,291		($	28,999	)	b	$	777,623
Investment securities, AFS and HTM		1,756,692			211,182			(756	)	c		1,967,118
Loans held for sale		39,554			15,533			—				55,087
Loans held for investment		8,223,092			3,230,378			(26,110	)	d		11,427,360
Allowance for loan losses		(38,811	)		(16,759	)		16,759		e		(38,811	)
Net loans		8,184,281			3,213,619							11,388,549
Other Real Estate Owned (“OREO”)		4,643			1,339			(335	)	f		5,647
Bank premises and equipment, net		224,506			86,811			—				311,317
Goodwill		802,880			249,459			314,799		i,l		1,367,138
Other intangibles		72,058			19,838			38,708		g,l		130,604
Bank owned life insurance		267,979			51,573			—				319,552
Deferred income tax asset, net		60,839			18,041			(8,261	)	h,l		70,619
Prepaid and other assets		254,602			35,659			5,876		b		296,137
Total Assets	$	12,274,365		$	4,103,345						$	16,689,391
Liabilities and Stockholders’ Equity:
Liabilities:
Deposits	$	9,474,526		$	3,331,682			—			$	12,806,208
Other borrowings		694,313			57,551			1,376		j,k		753,240
Corporate debentures		41,328			—			—				41,328
Payables and other liabilities		151,039			29,301			—				180,340
Total liabilities		10,361,206			3,418,534							13,781,116
Stockholders’ Equity:
Common Stock		956			206			140		a,n		1,302
Additional paid in capital		1,697,396			604,129			380,141		a,n		2,681,666
Retained earnings		252,695			75,732			(75,732	)	b,n		252,695
Accumulated other comprehensive loss		(37,888	)		(2,867	)		2,867		n		(37,888	)
Total common stockholders’ equity		1,913,159			677,200							2,897,775
Noncontrolling interest		—			7,611			2,889		m		10,500
Total Stockholders’ Equity		1,913,159			684,811							2,908,275
Total Liabilities and Stockholders’ Equity	$	12,274,365		$	4,103,345						$	16,689,391

See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information

34

Unaudited Pro Forma Combined Consolidated Statement of Income

For the year ended December 31, 2017

(in thousands, except per share data)

	CenterState Pro Forma1		NCC as reported			Landmark as reported		Pro Forma adjustments				NCC Landmark Pro Forma			Pro Forma adjustments				CenterState NCC Pro Forma
Interest income:
Loans	$	396,384	$	104,194		$	23,426	$	1,239		o	$	128,859		$	2,425		o	$	527,668
Investment securities		50,599		3,410			1,704		—				5,114			189		p		55,902
Federal funds sold and other		6,133		2,187			140		—				2,327			—				8,460
		453,116		109,791			25,270		1,239				136,300			2,614				592,030
Interest expense:
Deposits		25,927		8,530			2,793		—				11,323			—				37,250
Other borrowings		10,121		1,837			1,084		124		s		3,045			(361	)	s		12,805
		36,048		10,367			3,877		124				14,368			(361	)			50,055
Net interest income		417,068		99,424			21,393		1,115				121,932			2,975				541,975
Provision for loan losses		7,600		3,894			2,500		—				6,394			—				13,994
Net interest income after loan loss provision		409,468		95,530			18,893		1,115				115,538			2,975				527,981
Non interest income:
Correspondent banking capital markets revenue		23,520		—			—		—				—			—				23,520
Other correspondent banking related revenue		4,821		—			—		—				—			—				4,821
Mortgage banking revenue		7,400		11,529			909		—				12,438			—				19,838
Gain on sale of SBA loans		775		—			2,136		—				2,136			—				2,911
Service charges on deposit accounts		29,005		2,711			308		—				3,019			—				32,024
Debit, prepaid, ATM and merchant card related fees		17,630		2,560			—		—				2,560			—				20,190
Wealth management related revenue		4,494		47			—		—				47			—				4,541
Bank owned life insurance income		6,271		855			—		—				855			—				7,126
Other non interest income		7,886		2,424			4,961		—				7,385			—				15,271
Net gain (loss) on sale of securities available for sale		929		(91	)		78		—				(13	)		—				916
Total other income		102,731		20,035			8,392		—				28,427			—				131,158
Non interest expense:
Salaries, wages and employee benefits		195,004		46,411			10,689		—				57,100			—				252,104
Occupancy expense		38,137		6,533			1,197		—				7,730			—				45,867
Data processing expense		23,455		4,368			—		—				4,368			—				27,823
Professional fees		8,781		2,412			—		—				2,412			—				11,193
Bank regulatory expenses		5,265		—			—		—				—			—				5,265
Amortization of intangibles		11,713		1,455			—		1,649		r		3,104			7,327		r		22,144
Credit related expenses		3,616		—			—		—				—			—				3,616
Marketing expenses		6,294		—			—		—				—			—				6,294
Merger related expenses		3,865		—			—		—				—			—				3,865
Other expenses		37,754		12,340			3,852		—				16,192			—				53,946
Total other expenses		333,884		73,519			15,738		1,649				90,906			7,327				432,117
Income before provision for income taxes		178,315		42,046			11,547		(534	)			53,059			(4,352	)			227,022
Provision for income taxes		84,351		20,071			4,333		(203	)	u		24,201			(1,390	)	u		107,162
Net income	$	93,964	$	21,975		$	7,214	($	331	)		$	28,858		($	2,962	)		$	119,860
Less: earnings allocated to participating securities		120		—			—		—				—			—				120
Less: earnings attributable to noncontrolling interest		—		1,907			—		—				1,907			—				1,907
Net income available to common shareholders	$	93,844	$	20,068		$	7,214	($	331	)		$	26,951		($	2,962	)		$	117,833
Basic earnings per common share	$	1.01	$	1.45		$	1.88					$	1.67						$	0.99
Diluted earnings per common share	$	0.99	$	1.41		$	1.85					$	1.63						$	0.96
Weighted average common shares outstanding
Basic		92,834		13,801			3,840		2,325		w		16,126			26,608		x		119,442
Diluted		94,851		14,193			3,907		2,365		w		16,558			27,321		x		122,172

See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information

1 CenterState’s unaudited pro forma results of operations for the twelve months ended December 31, 2017 include the results of operations for Platinum, Gateway, Sunshine, HCBF and Charter assuming the Platinum, Gateway, Sunshine, HCBF and Charter mergers were completed on January 1, 2017.

35

Unaudited Pro Forma Combined Consolidated Statement of Income

For the nine months ended September 30, 2018

(in thousands, except per share data)

	CenterState as reported			Charter Period from 1/1/18 to 8/31/18			Pro Forma adjustments			CenterState Charter Pro Forma			NCC as reported		Landmark Period from 1/1/18 to 7/31/18		Pro Forma adjustments				NCC Landmark Pro Forma		Pro Forma adjustments				CenterState NCC Pro Forma
Interest income:
Loans	$	289,127		$	40,356		$	3,197	o	$	332,680		$	113,827	$	15,308	$	1,873		o	$	131,008	$	1,819		o	$	465,507
Investment securities		35,606			2,942			—			38,548			4,448		799		—				5,247		142		p		43,937
Federal funds sold and other		3,718			1,559			—			5,277			1,953		250		—				2,203		—				7,480
		328,451			44,857			3,197			376,505			120,228		16,357		1,873				138,458		1,961				516,924
Interest expense:
Deposits		20,900			4,247			58	q		25,205			12,374		1,964		—				14,338		—				39,543
Other borrowings		10,151			1,363			—			11,514			1,530		972		(265	)	s		2,237		(254	)	s		13,497
		31,051			5,610			58			36,719			13,904		2,936		(265	)			16,575		(254	)			53,040
Net interest income		297,400			39,247			3,139			339,786			106,324		13,421		2,138				121,883		2,215				463,884
Provision (credit) for loan losses		6,183			(350	)		—			5,833			3,175		2,110		—				5,285		—				11,118
Net interest income after loan loss provision		291,217			39,597			3,139			333,953			103,149		11,311		2,138				116,598		2,215				452,766
Non interest income:
Correspondent banking capital markets revenue		20,156			—			—			20,156			—		—		—				—		—				20,156
Other correspondent banking related revenue		3,339			—			—			3,339			—		—		—				—		—				3,339
Mortgage banking revenue		8,406			1,454			—			9,860			5,982		608		—				6,590		—				16,450
Gain on sale of SBA loans		3,035			—			—			3,035			—		787		—				787		—				3,822
Service charges on deposit accounts		15,482			5,479			—			20,961			3,207		282		—				3,489		—				24,450
Debit, prepaid, ATM and merchant card related fees		11,094			4,351			—			15,445			2,144		—		—				2,144		—				17,589
Wealth management related revenue		1,932			497			—			2,429			46		—		—				46		—				2,475
Bank owned life insurance income		4,258			975			—			5,233			885		—		—				885		—				6,118
Other non interest income		5,051			1,657			—			6,708			1,694		287		—				1,981		—				8,689
Net (loss) gain on sale of securities available for sale		(22	)		(4,119	)		—			(4,141	)		193		—		—				193		—				(3,948	)
Total other income		72,731			10,294			—			83,025			14,151		1,964		—				16,115		—				99,140

36

	CenterState as reported		Charter Period from 1/1/18 to 8/31/18			Pro Forma adjustments				CenterState Charter Pro Forma		NCC as reported		Landmark Period from 1/1/18 to 7/31/18		Pro Forma adjustments			NCC Landmark Pro Forma		Pro Forma adjustments				CenterState NCC Pro Forma
Non interest expense:
Salaries, wages and employee benefits		124,274		20,618			—				144,892		44,496		6,540		—			51,036		—				195,928
Occupancy expense		22,300		10,030			—				32,330		6,458		958		—			7,416		—				39,746
Data processing expense		10,687		(1,153	)		—				9,534		—		—		—			—		—				9,534
Professional fees		3,564		730			—				4,294		—		—		—			—		—				4,294
Bank regulatory expenses		3,586		616			—				4,202		—		—		—			—		—				4,202
Amortization of intangibles		7,029		471			1,173		r		8,673		2,783		—		1,227	r		4,010		2,816		r		15,499
Credit related expenses		1,337		14			—				1,351		—		—		—			—		—				1,351
Marketing expenses		4,332		1,177			—				5,509		—		—		—			—		—				5,509
Merger related expenses		33,244		5,128			(15,987	)	t		22,385		—		—		—			—		—				22,385
Other expenses		22,594		3,265			—				25,859		19,953		2,477		—			22,430		—				48,289
Total other expenses		232,947		40,896			(14,814	)			259,029		73,690		9,975		1,227			84,892		2,816				346,737
Income before provision for income taxes		131,001		8,995			17,953				157,949		43,610		3,300		911			47,821		(601	)			205,169
Provision for income taxes (benefits)		25,217		(2,583	)		4,129		u		26,763		10,119		682		191	u		10,992		(138	)	u		37,617
Net income	$	105,784	$	11,578		$	13,824			$	131,186	$	33,491	$	2,618	$	720		$	36,829	($	463	)		$	167,552
Less: earnings allocated to participating securities		84		—			—				84		—		—		—			—		—				84
Less: earnings attributable to noncontrolling interest		—		—			—				—		1,748		—		—			1,748		—				1,748
Net income available to common shareholders	$	105,700	$	11,578		$	13,824			$	131,102	$	31,743	$	2,618	$	720		$	35,081	($	463	)		$	165,720
Basic earnings per common share	$	1.24								$	1.38	$	1.75						$	1.76					$	1.29
Diluted earnings per common share	$	1.23								$	1.36	$	1.71						$	1.72					$	1.27
Weighted average common shares outstanding
Basic		84,958					10,169		v		95,127		18,105				1,813	w		19,918		32,865		x		127,992
Diluted		86,210					10,169		v		96,379		18,562				1,812	w		20,374