Business Combinations

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations

Note 11 – Business Combinations

Third Quarter of 2025 Acquisition of Heartland Bancshares, Inc.

On July 11, 2025, the Company completed its acquisition of Heartland, adding approximately $157 million in loans and $684 million in deposits, along with four branches in Central Florida. Integration activities, including system conversion, are expected to be finalized later in the third quarter of 2025. The Company acquired 100% of the outstanding common and preferred stock of Heartland. Under the terms of the definitive agreement, Heartland shareholders received a combination of cash and stock, with the final consideration totaling $111.2 million.

(In thousands, except per share data)	July 11, 2025
Number of Heartland shares outstanding at closing	756
Per share exchange ratio for Heartland shares receiving stock	4.9263
Number of shares of SBCF common stock issued	1,862
Multiplied by SBCF price per share at July 11, 2025	$	29.29
Value of SBCF common stock issued	$	54,547
Per share cash consideration for Heartland shares receiving cash	$	147.10
Cash consideration paid to Heartland shareholders, including cash paid for fractional shares	$	55,622
Cash paid to Heartland option holders	1,054
Total purchase price	$	111,224

The acquisition of Heartland will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company’s assessment of the fair value of assets acquired and the liabilities assumed as of the acquisition date is incomplete at the time of this filing; therefore, certain disclosures have been omitted. The Company expects to recognize goodwill in this transaction, which is expected to be nondeductible for tax purposes.

Proposed Acquisition of Villages Bancorporation, Inc.

On May 29, 2025, the Company announced its proposed acquisition of VBI. The transaction, which is expected to close in the fourth quarter of 2025, will expand the Company’s presence in North Central Florida and into The Villages® community. VBI operates 19 branches with approximately $3.5 billion in deposits and approximately $1.3 billion in loans as of June 30, 2025. Full integration and system conversion activities are expected to be finalized in the second quarter of 2026.