Business Combinations

9 Months Ended

Sep. 30, 2025

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

Business Combinations

Note 11 – Business Combinations

Acquisition of Heartland Bancshares, Inc.

On July 11, 2025, the Company completed its acquisition of Heartland, adding four branches in Central Florida. Integration activities, including system conversion, were also finalized 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 common stock, with the final consideration totaling $111.2 million.

(In thousands, except per share data)	July 11, 2025
Number of Heartland shares receiving stock	378
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
Number of Heartland shares receiving cash	378
Per share cash consideration for Heartland shares receiving cash	$	147.10
Cash consideration paid to Heartland shareholders, including cash paid for fractional shares	$	55,623
Cash paid to Heartland option holders	1,054
Total purchase price	$	111,224

The acquisition of Heartland was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $22.2 million for this acquisition that is nondeductible for tax purposes. Determining fair values of assets and liabilities, especially the loan portfolio, core deposit intangibles, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. The fair values initially assigned to assets acquired and liabilities assumed are preliminary and could change for up to one year after the closing date of the acquisition as new information and circumstances relative to closing date fair values becomes known.

The table below presents the provisional allocation of the purchase consideration.

(In thousands)	July 11, 2025
Assets:
Cash and cash equivalents	$	242,672
Investment securities	357,905
Loans	153,294
Bank premises and equipment	7,926
Core deposit intangibles	20,922
Goodwill	22,228
Other Assets	18,590
Total Assets	$	823,537
Liabilities:
Deposits	$	705,195
Other Liabilities	7,118
Total Liabilities	$	712,313

The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.

	July 11, 2025
(In thousands)	Book Balance		Fair Value
Loans:
Construction and land development	$	7,575	$	7,496
CRE - owner occupied	31,504		30,790
CRE - non-owner occupied	40,239		38,992
Residential real estate	52,960		51,434
Commercial and financial	21,104		21,029
Consumer	3,614		3,553
Total acquired loans	$	156,996	$	153,294

The book value and fair value amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination was $7.2 million and $6.4 million, respectively.

The acquisition of Heartland resulted in the addition of $2.0 million in allowance for credit losses, including $0.1 million for PCD loans, and $1.9 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The Company believes the deposits assumed in the acquisition have an intangible value. In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates, and age of deposit relationships. The core deposit intangible asset acquired from Heartland is being amortized over 10 years using an accelerated method of amortization.

Fourth Quarter of 2025 Acquisition of Villages Bancorporation, Inc.

On October 1, 2025, the Company completed its acquisition of VBI, adding approximately $1.3 billion in loans and $3.4 billion in deposits, along with 19 branches in North Central Florida including The Villages® community. Integration activities, including system conversion, are expected to be finalized in the third quarter of 2026. The Company acquired 100% of the outstanding common stock of VBI. Pursuant to the merger agreement, each share of VBI common stock was converted into the right to receive, at the shareholders' election, (i) $1,000.00 in cash, (ii) 38.5000 shares of Seacoast common stock or (iii) a 25%-75% combination of cash and common stock, with the final election subject to a proration mechanism such that 25% of VBI shares received the cash consideration and 75% of VBI shares received the stock consideration. In the event any

shareholder or shareholder group would have received more than 9.75% of cumulative outstanding Seacoast common stock, non-voting convertible preferred stock was issued in lieu of the excess amount of common shares. The final consideration totaled $829.1 million.

(In thousands, except per share data)	October 1, 2025
Number of VBI shares receiving stock	550
Per share exchange ratio for VBI shares receiving stock	38.5000
Number of shares of SBCF common stock issued	9,923
Number of shares of SBCF preferred stock issued1	11
Multiplied by SBCF price per share at October 1, 2025	$	30.50
Total Value of SBCF common and preferred stock issued	$	645,785
Number of VBI shares receiving cash	183
Per share exchange ratio for VBI shares receiving cash	$	1,000.00
Cash consideration paid to VBI shareholders, including cash paid for fractional shares	$	183,360
Total purchase price	$	829,145
1Preferred stock is 1/1000th share for every share of common stock

The acquisition of VBI 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.

Acquisition Costs

Acquisition costs included within Merger-related charges in the Company's income statement for the three and nine months ended September 30, 2025 were $10.8 million and $14.3 million, respectively.