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As filed with the Securities and Exchange Commission on May 25, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)

6022
(Primary Standard Industrial
Classification Code Number)

59-2260678
(I.R.S. Employer
Identification No.)

815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000

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

Charles M. Shaffer
Chairman and Chief Executive Officer
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000

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

Copies to:

Randolph A. Moore III
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309
Telephone: (404) 881-7000

Eduardo J. Arriola
Apollo Bancshares, Inc.
1150 South Miami Ave.
Miami, Florida 33130
Telephone: (305) 398-9000

Lowell W. Harrison
Fenimore Kay Harrison LLP
812 San Antonio Street, Suite 600
Austin, Texas 78701
Telephone: (512) 583-5900

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this form are to be 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 filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 14e-4(i) (Cross-Border Issuer Tender Offer)

☐

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus/consent solicitation statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus/consent solicitation statement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 25, 2022

PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

[MISSING IMAGE: lg_apollobancshares-bwlr.jpg]

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Apollo Bancshares, Inc. and Apollo Bank:

On March 29, 2022, Seacoast Banking Corporation of Florida, or Seacoast, Seacoast National Bank, or SNB, Apollo Bancshares, Inc., or Apollo, and Apollo Bank entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of Seacoast and Apollo and their two banks. Under the merger agreement, Apollo will merge with and into Seacoast, with Seacoast as the surviving corporation (which we refer to as the “merger”). Immediately following the merger, Apollo Bank will merge with and into SNB, with SNB as the surviving bank (which we refer to as the “bank merger”), subject to the terms and conditions of a Plan of Merger and Merger Agreement, dated as of March 29, 2022, by and among Seacoast, SNB, and Apollo Bank (which we refer to as the “bank merger agreement”). Apollo currently owns 84.66% of Apollo Bank and a group of minority shareholders (the “bank minority shareholders”) own the remaining 15.34% of Apollo Bank. The acquisition will expand Seacoast’s presence in Miami-Dade County, part of the Miami-Fort Lauderdale-Pompano Beach metropolitan statistical area, Florida’s largest MSA and the 8th largest in the nation.

In the merger, each share of Apollo common stock (except for specified shares of Apollo common stock held by Apollo, Apollo Bank, Seacoast or SNB and any dissenting shares) will be converted into the right to receive 1.006529 (the “Apollo exchange ratio”) shares of Seacoast common stock and in the bank merger, each share of Apollo Bank common stock held by the bank minority shareholders will be converted into the right to receive 1.195651 (the “bank exchange ratio” and collectively with the Apollo exchange ratio, the “exchange ratios”) shares of Seacoast common stock, subject to the payment of cash in lieu of fractional shares (the “merger consideration”).

In the event that the number of shares of Apollo common stock outstanding as of the closing date is higher or lower than 3,766,412 shares of Apollo common stock, the Apollo exchange ratio will be adjusted such that 3,791,003 shares of Seacoast common stock are issued to holders of Apollo common stock and in the event the number of shares of Apollo Bank common stock outstanding as of the closing date is higher or lower than 608,635 shares of Apollo Bank common stock, the bank exchange ratio will be adjusted such that 727,715 shares of Seacoast common stock are issued to the bank minority shareholders such that a maximum of 4,518,718 shares of Seacoast common stock are issued to holders of Apollo common stock and the bank minority shareholders. In addition, in the event that Apollo’s consolidated tangible shareholders’ equity is less than $84.6 million and Apollo Bank’s general allowance for loan and lease losses is less than 1.00% of total loans and leases outstanding (excluding loans originated under the Paycheck Protection Program (“PPP”)), then Seacoast shall have the option to adjust the exchange ratios used to calculate the merger consideration downward or terminate the merger agreement and the bank merger agreement.

The market value of the per share stock consideration will fluctuate with the market price of Seacoast common stock and other factors and will not be known at the time Apollo shareholders vote on the merger agreement or the time the Apollo Bank shareholders consent to the approval and adoption of the bank merger agreement. Based on the closing price of Seacoast’s common stock on the NASDAQ Global Select Market on , 2022, the last practicable date before the date of this document, the value of the per share merger consideration payable to holders of Apollo common stock was approximately $ and the value of the per share merger consideration payable to the bank minority shareholders was approximately $ . We urge you to obtain current market quotations for Seacoast (trading symbol “SBCF”) because the value of the per share stock consideration will fluctuate based on Seacoast’s common stock price.

Based on the current number of shares of Apollo common stock outstanding and the number of shares of Apollo Bank common stock held by the bank minority shareholders, Seacoast expects to issue up to approximately 4,518,718 shares of common stock to Apollo and bank minority shareholders upon completion of the merger and the bank merger. Upon completion of the merger and the bank merger, current Apollo shareholders and bank minority shareholders will own approximately [•]% of the common stock of Seacoast immediately following the merger.

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Apollo will hold a special meeting of its shareholders in connection with the merger. Holders of Apollo common stock will be asked to vote to approve the merger agreement and related matters as described in this proxy statement/prospectus/consent solicitation statement. In connection with the merger, Apollo shareholders will be asked to approve certain compensatory payments to be made to Eduardo Arriola and Ramon Rodriguez, referred to as the Arriola 280G proposal and the Rodriguez 280G proposal, respectively. Apollo shareholders will also be asked to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement and related matter, the Arriola 280G proposal, or the Rodriguez 280G proposal, as described in this proxy statement/prospectus/consent solicitation statement.

The special meeting of Apollo shareholders will be held on , 2022 at its main office located at 1150 South Miami Avenue, Miami, Florida 33130, at [•] local time.

Apollo’s board of directors has determined and declared that the merger agreement, the merger and the transactions contemplated by the merger agreement, the Arriola 280G proposal and the Rodriguez proposal, are advisable and in the best interests of Apollo and its shareholders. Apollo’s board of directors has unanimously authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement and recommends that Apollo shareholders vote “FOR” the proposal to approve the merger agreement, “FOR” the Arriola 280G proposal, “FOR” the Rodriguez proposal and “FOR” the proposal to adjourn the Apollo special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement, the Arriola 280G proposal, and the Rodriguez 280G proposal. Because certain of his compensatory payments are subject to the 280G proposal and he is also an Apollo director, Mr. Arriola abstained from the Apollo board’s deliberations and recommendations with respect to the Arriola 280G proposal and the Rodriguez 280G proposal.

In addition, Apollo Bank’s board of directors is soliciting a written consent from Apollo Bank’s shareholder to approve the bank merger agreement and certain compensatory payments that Eduardo Arriola and Ramon Rodriguez are or may be entitled to receive in connection with the merger and bank merger.

Apollo Bank’s board of directors has determined and declared that the bank merger agreement, the bank merger and the transactions contemplated by the bank merger agreement, the Arriola 280G proposal, and the Rodriguez 280G proposal, are advisable and in the best interests of Apollo Bank and its shareholders. Apollo Bank’s board of directors has unanimously authorized, adopted and approved the bank merger agreement, the bank merger and the transactions contemplated by the bank merger agreement and recommends that Apollo Bank shareholders consent to the approval of the bank merger agreement, the
Arriola 280G proposal, and the Rodriguez 280G proposal. Because certain of his compensatory payments are subject to the Arriola 280G proposal and he is also an Apollo Bank director, Mr. Arriola abstained from the Apollo Bank board’s deliberations and recommendations with respect to the Arriola 280G proposal and the Rodriguez 280G proposal.

This document, which serves as a proxy statement for the special meeting of Apollo shareholders, as a prospectus for the shares of Seacoast common stock to be issued in the merger to Apollo shareholders and in the bank merger to the bank minority shareholders, and as a consent solicitation statement for the solicitation of written consent from the shareholders of Apollo Bank, describes the special meeting of Apollo, the solicitation of written consents from the shareholders of Apollo Bank, the merger, the bank merger, the documents related to the merger and bank merger and other related matters. Please carefully read this entire proxy statement/prospectus/consent solicitation statement, including “Risk Factors,” beginning on page 26, for a discussion of the risks relating to the proposed merger. You also can obtain information about Seacoast from documents that Seacoast has filed with the Securities and Exchange Commission.

If you have any questions concerning the merger or the bank merger, Apollo shareholders and Apollo Bank shareholders should contact Eduardo Arriola at (305) 398-9000. We look forward to seeing the shareholders of Apollo at the special meeting.

Eduardo J. Arriola
President and Chief Executive Officer
Apollo Bancshares, Inc.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the merger, the issuance of the Seacoast common stock to be issued in the merger and the bank merger or the other transactions described in this document or passed upon the adequacy or accuracy of this proxy statement/prospectus/consent solicitation statement. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger and the bank merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Seacoast or Apollo, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus/consent solicitation statement is , 2022, and it is first being mailed or otherwise delivered to the shareholders of Apollo and the shareholders of Apollo Bank on or about , 2022.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 2022

To the Shareholders of Apollo Bancshares, Inc.:

Apollo Bancshares, Inc. (“Apollo”) will hold a special meeting of shareholders at local time, on , 2022, its main office located at 1150 South Miami Avenue, Miami, Florida 33130, for the following purposes:

•

for holders of Apollo common stock to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of March 29, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Apollo Bancshares, Inc. and Apollo Bank, pursuant to which Apollo will merge with and into Seacoast Banking Corporation of Florida and Apollo Bank will merge with and into Seacoast National Bank, as more fully described in the attached proxy statement/prospectus/consent solicitation statement;

•

for holders of Apollo common stock to consider and vote upon a proposal, which we refer to as the Arriola 280G proposal, to approve a portion of certain compensatory payments that Eduardo Arriola is or may be entitled to receive in connection with the merger or certain subsequent events in order to avoid any potential adverse federal tax consequences for Mr. Arriola under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended;

•

for holders of Apollo common stock to consider and vote upon a proposal, which we refer to as the Rodriguez 280G proposal, to approve a portion of certain compensatory payments that Ramon Rodriguez is or may be entitled to receive in connection with the merger or certain subsequent events in order to avoid any potential adverse federal tax consequences for Mr. Rodriguez under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended; and

•

for holders of Apollo common stock to consider and vote upon a proposal to adjourn the Apollo special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement or the 280G proposal.

We have fixed the close of business on , 2022 as the record date for the Apollo special meeting. Only holders of record of Apollo common stock at that time are entitled to notice of, and to vote at, the Apollo special meeting, or any adjournment or postponement of the Apollo special meeting. In order for the merger agreement to be approved, at least a majority of the outstanding shares of Apollo common stock must be voted in favor of the proposal to approve the merger agreement. In order for each of the Arriola 280G proposal and the Rodriguez 280G proposal to be approved, more than 75% of the voting power of the outstanding shares of Apollo common stock must be voted in favor of the proposal (excluding shares held by the individuals whose compensatory payments are subject to the vote and certain related parties, collectively referred to as ineligible shareholders). The special meeting may be adjourned from time to time upon approval of holders of Apollo common stock without notice other than by announcement at the meeting of the adjournment thereof, and any and all business for which notices hereby given may be transacted at such adjourned meeting.

Apollo shareholders have appraisal rights under Florida state law entitling them to obtain payment in cash for the fair value of their shares, provided they comply with each of the requirements under Florida law, including not voting in favor of the merger agreement and providing notice to Apollo. For more information regarding appraisal rights, please see “The Merger — Appraisal Rights for Apollo Shareholders” beginning on page .

Your vote is very important. We cannot complete the merger unless Apollo’s shareholders approve the merger agreement.

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[We expect to hold the Apollo special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the Apollo special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only Apollo shareholders will be admitted to the special meeting. No guests will be permitted.]

Regardless of whether you plan to attend the Apollo special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope as described on the proxy card. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

The enclosed proxy statement/prospectus/consent solicitation statement provides a detailed description of the special meeting, the merger, the documents related to the merger, including the merger agreement, and other related matters. We urge you to read the proxy statement/prospectus/consent solicitation statement, including any documents incorporated in the proxy statement/prospectus/consent solicitation statement by reference, and its appendices carefully and in their entirety. If you have any questions concerning the merger or the proxy statement/prospectus/consent solicitation statement, would like additional copies of the proxy statement/prospectus/consent solicitation statement or need help voting your shares of Apollo common stock, please contact Eddie Arriola, Chief Executive Officer, at (305) 398-9000.

Apollo’s board of directors has determined and declared that the merger agreement, the merger and the transactions contemplated by the merger agreement, the Arriola 280G proposal, and the Rodriguez 280G proposal, are advisable and in the best interests of Apollo and its shareholders, has unanimously authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement and recommends that Apollo shareholders vote “FOR” the proposal to approve the merger agreement, “FOR” the Arriola 280G proposal, “FOR” the Rodriguez 280G proposal, and “FOR” the proposal to adjourn the Apollo special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement, the Arriola 280G proposal, or the Rodriguez 280G proposal. Because certain compensatory payments to Mr. Arriola are subject to the Arriola 280G proposal and he is an Apollo director, Mr. Arriola abstained from the recommendation regarding the Arriola 280G proposal and the Rodriguez 280G proposal.

				By Order of the Board of Directors,
				Eduardo J. Arriola Chairman and Chief Executive Officer
	Miami, Florida , 2022

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Shareholders of Apollo Bank:

Pursuant to the Agreement and Plan of Merger, or the merger agreement, dated as of March 29, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Apollo Bancshares, Inc. and Apollo Bank, and subject to certain conditions set forth in the merger agreement, Apollo Bancshares, Inc. will merge with and into Seacoast Banking Corporation of Florida and Apollo Bank will merge with and into Seacoast National Bank, as more fully described in the attached proxy statement/prospectus/consent solicitation statement.

This notice and the attached proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the Apollo Bank board of directors to request that holders of shares of Apollo Bank common stock as of the record date of , execute and return a written consent approve the following proposals:

•

to approve the Plan of Merger and Merger Agreement, or the bank merger agreement, dated as of March 29, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, and Apollo Bank and the transactions contemplated by the bank merger agreement, which we refer to as the bank merger proposal;

•

to approve the payments that Eduardo Arriola is entitled to receive from Apollo Bank upon the completion of the transactions contemplated by the merger agreement and the bank merger agreement pursuant to his employment agreement and other compensatory arrangements with Apollo and Apollo Bank so as to render the “parachute payment” provisions of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended, inapplicable to such payments, which we refer to as the Arriola 280G proposal; and

•

to approve the payments that Ramon Rodriguez is entitled to receive from Apollo upon the completion of the transactions contemplated by the merger agreement pursuant to his employment agreement and other compensatory arrangements with Apollo so as to render the “parachute payment” provisions of Section 280G inapplicable to such payments, which we refer to as the Rodriguez 280G proposal.

The attached proxy statement/prospectus/consent solicitation statement describes the merger agreement and the bank merger agreement and the transactions contemplated by the merger agreement and the bank merger agreement and the actions to be taken in connection with the bank merger agreement and provides additional information about the parties involved. Please give this information careful attention. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus/consent solicitation statement and a copy of the bank merger agreement is attached as Appendix B to this proxy statement/prospectus/consent solicitation statement.

In order for the bank merger proposal to be approved, Apollo Bank shareholders representing at least two-thirds of the outstanding shares of Apollo Bank common stock must execute and return a written consent approving the bank merger proposal. In order for each of the Arriola 280G proposal and the Rodriguez 280G proposal to be approved, shareholders of Apollo Bank representing more than 75% of the voting power of the outstanding shares of Apollo Bank common stock must execute and return a written consent approving such proposal.

Apollo Bank shareholders have appraisal rights under Florida state law entitling them to obtain payment in cash for the fair value of their shares, provided they comply with each of the requirements under Florida law, including not voting in favor of the bank merger agreement and providing notice to

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Apollo Bank. For more information regarding appraisal rights, please see . Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent approving and adopting the bank merger agreement.

Your vote is very important. Please complete, date, and sign the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and return it to Apollo Bank as soon as possible in the enclosed postage-paid return envelope as described on the written consent.

Apollo Bank’s board of directors has determined and declared that the bank merger agreement and the transactions contemplated by the merger agreement and the bank merger agreement, the Arriola 280G proposal, and the Rodriguez 280G proposal, are advisable and in the best interests of Apollo bank and its shareholders, has unanimously authorized, adopted and approved the bank merger agreement and the transactions contemplated thereby, including the merger of Apollo Bank with and into Seacoast National Bank and recommends that Apollo Bank shareholders vote their shares of Apollo Bank common stock by executing and returning a written consent approving the bank merger proposal, the Arriola 280G proposal, and the Rodriguez 280G proposal. Because certain compensatory payments to Mr. Arriola are subject to the Arriola 280G proposal and he is an Apollo Bank director, Mr. Arriola abstained from the recommendation regarding the Arriola 280G proposal and the Rodriguez 280G proposal.

				By Order of the Board of Directors,
				Eduardo J. Arriola Chairman and Chief Executive Officer
	Miami, Florida , 2022

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WHERE YOU CAN FIND MORE INFORMATION

Seacoast Banking Corporation of Florida

Seacoast files annual, quarterly, current and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”) electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from Seacoast by accessing Seacoast’s website at www.seacoastbanking.com. Copies can also be obtained, free of charge, by directing a written request to:

Seacoast Banking Corporation of Florida
815 Colorado Avenue
P.O. Box 9012
Stuart, Florida 34994
Attn: Investor Relations
Telephone: (772) 288-6085

Seacoast has filed a Registration Statement on Form S-4 to register with the SEC up to 4,518,718 shares of Seacoast common stock to be issued pursuant to the merger. This proxy statement/prospectus/consent solicitation statement is a part of that Registration Statement on Form S-4. As permitted by SEC rules, this proxy statement/prospectus/consent solicitation statement 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. The Registration Statement on Form S-4, including any amendments, schedules and exhibits, is also available, free of charge, by accessing the websites of the SEC and Seacoast or upon written request to Seacoast at the address set forth above.

Statements contained in this proxy statement/prospectus/consent solicitation statement as to the contents of any contract or other documents referred to in this proxy statement/prospectus/consent solicitation statement are not necessarily complete. 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 proxy statement/prospectus/consent solicitation statement incorporates important business and financial information about Seacoast that is not included in or delivered with this document, including incorporating by reference documents that Seacoast has previously filed with the SEC. These documents contain important information about Seacoast and its financial condition. See “Documents Incorporated by Reference” beginning on page . These documents are available free of charge upon written request to Seacoast at the address listed above.

To obtain timely delivery of these documents, you must request them no later than , 2022 in order to receive them before the Apollo Bancshares, Inc., or Apollo, special meeting of shareholders.

Except where the context otherwise specifically indicates, Seacoast supplied all information contained in, or incorporated by reference into, this proxy statement/prospectus/consent solicitation statement relating to Seacoast, and Apollo supplied all information contained in this proxy statement/prospectus/consent solicitation statement relating to Apollo.

Apollo Bancshares, Inc.

Apollo does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents and reports with the SEC.

If you have any questions concerning the merger or this proxy statement/prospectus/consent solicitation statement, would like additional copies of this proxy statement/prospectus/consent solicitation statement or need help voting your shares of Apollo common stock, please contact Apollo at:

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Apollo Bancshares, Inc.
1150 South Miami Avenue
Miami, Florida 33130
Attention: Eduardo Arriola, Chairman, President, & Chief Executive Officer
Telephone: (305) 398-9000

Apollo Bank

Apollo Bank does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents and reports with the SEC.

If you have any questions concerning the bank merger or this proxy statement/prospectus/consent solicitation statement, would like additional copies of this proxy statement/prospectus/consent solicitation statement or need help voting your shares of Apollo Bank common stock, please contact Apollo Bank at:

Apollo Bank
1150 South Miami Avenue
Miami, Florida 33130
Attention: Eddie Arriola
Telephone: (305) 398-9000

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus/consent solicitation statement. No one has been authorized to give any information or make any representation about the merger or the bank merger or Seacoast or Apollo or Apollo Bank that differs from, or adds to, the information in this proxy statement/prospectus/consent solicitation statement or in documents that are incorporated by reference herein and publicly filed with the SEC. Therefore, if anyone does give you different or additional information, you should not rely on it. You should not assume that the information contained in this proxy statement/prospectus/consent solicitation statement is accurate as of any date other than the date of this proxy statement/prospectus/consent solicitation statement, and you should not assume that any information incorporated by reference into this document is accurate as of any date other than the date of such other document, and neither the mailing of this proxy statement/prospectus/consent solicitation statement to Apollo shareholders and Apollo Bank shareholders nor the issuance of Seacoast common stock in the merger and the bank merger shall create any implication to the contrary.

This proxy statement/prospectus/consent solicitation statement does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus/consent solicitation statement, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE PROPOSALS FOR THE APOLLO SPECIAL MEETING

The following are answers to certain questions that you may have regarding the special meeting and merger. The parties urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. In this proxy statement/prospectus/consent solicitation statement we refer to Seacoast Banking Corporation of Florida as “Seacoast,” Seacoast National Bank as “SNB” and Apollo Bancshares, Inc. as “Apollo.”

Why are Apollo shareholders receiving this proxy statement/prospectus/consent solicitation statement?

Seacoast, SNB, Apollo and Apollo Bank have entered into an Agreement and Plan of Merger, dated as of March 29, 2022 (which we refer to as the “merger agreement”) pursuant to which Apollo will merge with and into Seacoast, with Seacoast continuing as the surviving company. Immediately following the merger, Apollo Bank, a majority-owned bank subsidiary of Apollo, will merge with and into Seacoast’s wholly-owned bank subsidiary, SNB, with SNB continuing as the surviving bank and using the name “Seacoast National Bank” (the “bank merger”). A copy of the merger agreement is included in this proxy statement/prospectus/consent solicitation statement as Appendix A.

The merger cannot be completed unless, among other things, a majority of the outstanding shares of Apollo common stock vote in favor of the proposal to approve the merger agreement and the holders of at least two-thirds of the outstanding shares of Apollo Bank common stock approve the bank merger agreement.

In addition, Apollo is soliciting proxies from its shareholders with respect to two proposals to approve certain compensatory payments that Eduardo Arriola and Ramon Rodriguez are or may be entitled to receive in connection with the merger or certain subsequent events, estimated to total $ and $ , respectively, which we refer to as the Arriola 280G proposal and the Rodriguez 280G proposal, respectively.

Finally, Apollo is soliciting proxies from holders of Apollo common stock with respect to a proposal to adjourn the Apollo special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement, the Arriola 280G proposal, or the Rodriguez 280G proposal if there are insufficient votes at the time of such adjournment to approve such proposals.

Apollo will hold a special meeting to obtain these approvals. This proxy statement/prospectus/consent solicitation statement contains important information about the merger, the Arriola 280G proposal, the Rodriguez 280G proposal, and the other proposals being voted on at the special meeting, and you should read it carefully. It is a proxy statement because Apollo’s board of directors is soliciting proxies from its shareholders. It is a prospectus because Seacoast will issue shares of Seacoast common stock to holders of Apollo common stock in connection with the merger and shares of Seacoast common stock to holders of Apollo Bank common stock in connection with the bank merger. It is a consent solicitation statement because Apollo Bank’s board of directors is soliciting a written consent from its shareholders. The enclosed materials allow you to have your shares voted by proxy without attending the Apollo special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

What will I receive in the merger?

If the merger is completed, for each share of Apollo common stock that you hold (other than dissenters’ shares) immediately prior to the effective time of the merger, you will receive 1.006529 shares of Seacoast common stock, which we refer to as the Apollo exchange ratio. If the number of shares of Apollo common stock outstanding as of the closing date is higher or lower than 3,766,412 shares of Apollo common stock, the Apollo exchange ratio will be adjusted such that 3,791,003 shares of Seacoast common stock are issued to holders of Apollo common stock such that a maximum of 4,518,718 shares of Seacoast common stock are issued to holders of Apollo common stock and the bank minority shareholders. In addition, in the event that Apollo’s consolidated tangible shareholders’ equity is less

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than $84.6 million or Apollo Bank’s general allowance for loan and lease losses is less than 1.00% of total loans and leases outstanding, then Seacoast shall have the option to adjust the exchange ratios used to calculate the merger consideration downward or terminate the merger agreement.

Seacoast will not issue any fractional shares of Seacoast common stock in the merger. Rather, Apollo shareholders who would otherwise be entitled to a fractional share of Seacoast common stock upon the completion of the merger will instead receive cash (without interest and rounded to the nearest whole cent) in an amount equal to such fractional part of a share of Seacoast common stock, rounded to the nearest one hundredth of a share, multiplied by the average of the daily volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the ten trading days ending on the trading day immediately prior to the determination date. The determination date is defined as the later of the date on which the last required regulatory consent is obtained without regard to any requisite waiting period or the date on which the Apollo shareholder approval is obtained.

Will the value of the merger consideration change between the date of this proxy statement/prospectus/consent solicitation statement and the time the merger is completed?

Yes, because the exchange ratios are fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus/consent solicitation statement and the completion of the merger based upon the market value of Seacoast common stock and certain other adjustments. Any fluctuation in the market price of Seacoast common stock after the date of this proxy statement/prospectus/consent solicitation statement will change the value of the shares of Seacoast common stock that Apollo shareholders and bank minority shareholders will receive.

Will the payments to Eduardo Arriola and Ramon Rodriguez that are subject to the Arriola 280G proposal and the Rodriguez 280G proposal, respectively, affect the amount of merger consideration to be paid to Apollo shareholders?

No. The outcome of the vote on the Arriola 280G proposal and the Rodriguez 280G proposal, whether approved or not, will not affect the amount of the merger consideration that an Apollo shareholder will receive if the merger is completed. In addition, approval of the Arriola 280G proposal and the Rodriguez 280G proposal is not a condition to the completion of the merger. You can approve all of the proposals, none of the proposals, or some combination of voting for or against the proposals.

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

Apollo’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger agreement, “FOR” the Arriola 280G proposal, “FOR” the Rodriguez 280G proposal, and “FOR” the adjournment proposal. Because certain compensatory payments to Mr. Arriola are subject to the 280G proposal and he is an Apollo director, Mr. Arriola abstained from the recommendation regarding the Arriola 280G proposal and the Rodriguez 280G proposal.

Will the payments to Eduardo Arriola and Ramon Rodriguez that are subject to the 280G proposal affect the amount of merger consideration to be paid to Apollo shareholders?

No. The outcome of the vote on the 280G proposal, whether approved or not, will not affect the amount of the merger consideration that an Apollo shareholder will receive if the merger is completed. In addition, approval of the 280G proposal is not a condition to the completion of the merger. You can approve all of the proposals, none of the proposals, or some combination of voting for or against the proposals.

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

Apollo’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger agreement, “FOR” the 280G proposal and “FOR” the adjournment proposal. Because certain compensatory payments to Mr. Arriola are subject to the 280G proposal and he is an Apollo director, Mr. Arriola abstained from the recommendation regarding the 280G proposal.

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When and where is the special meeting?

The Apollo special meeting will be held at Apollo’s main office located at 1150 South Miami Avenue, Miami, Florida 33130, on , 2022, at local time. [We expect to hold the Apollo special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the Apollo special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only Apollo shareholders will be admitted to the special meeting. No guests will be permitted.]

Who can vote at the special meeting of Apollo shareholders?

Holders of record of Apollo common stock at the close of business on , 2022, which is the date that the Apollo board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.

Bank minority shareholders who do not also hold shares of Apollo common stock as of the close of business on , 2022 are not entitled to vote at the special meeting. To vote shares of Apollo Bank common stock with respect to the transactions contemplated by the merger agreement and bank merger agreement, including the Arriola 280G proposal and the Rodriguez 280G proposal, holders of shares of Apollo Bank common stock must sign and return the written consent included with this proxy statement/prospectus/consent solicitation statement.

What do I need to do now?

After you have carefully read this proxy statement/prospectus/consent solicitation statement and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the Apollo special meeting. You must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the instructions you have received from your bank, broker or other nominee. “Street name” shareholders who wish to vote in person at the special meeting will need to obtain a proxy form from the institution that holds their shares.

Only shareholders of Apollo should return a proxy card. Shareholders of Apollo Bank should follow the instructions in this proxy statement/prospectus/consent solicitation to vote their shares of Apollo Bank common stock.

What constitutes a quorum for the Apollo special meeting?

The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Apollo common stock will constitute a quorum for the transaction of business. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

What is the vote required to approve each proposal at the Apollo special meeting?

Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Apollo common stock entitled to vote on the merger agreement as of the close of business on , 2022, the record date for the Apollo special meeting. If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the merger proposal.

The Arriola 280G proposal requires the affirmative vote of more than 75% of the voting power of the outstanding shares of Apollo common stock as of the record date (excluding shares held by Mr. Arriola, Mr. Rodriguez and certain related parties, collectively referred to as ineligible shareholders). If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the Arriola 280G proposal, it will have the same effect as a vote “AGAINST” the Arriola 280G proposal.

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The Rodriguez 280G proposal requires the affirmative vote of more than 75% of the voting power of the outstanding shares of Apollo common stock as of the record date (excluding shares held by Mr. Arriola, Mr. Rodriguez and certain related parties, collectively referred to as ineligible shareholders). If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the Rodriguez 280G proposal, it will have the same effect as a vote “AGAINST” the Rodriguez 280G proposal.

The adjournment proposal will be approved if the votes of Apollo common stock cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

What would happen if the Arriola 280G proposal and/or the Rodriguez 280G proposal is not approved by Apollo shareholders?

Each of Eduardo Arriola and Ramon Rodriguez has executed a waiver agreement relating to certain of the compensatory payments they are or may be entitled to receive in connection with the merger or certain subsequent events. In the event the merger proposal is approved, but the requisite approval for the 280G proposal is not obtained, the waiver would operate to limit such amounts payable to Mr. Arriola and Mr. Rodriguez to three times the individual’s “base amount” as determined in connection with Section 280G of the Code minus $1.00, which we refer to as the “safe harbor amount.”

Why is my vote important?

If you do not submit a proxy or vote in person, it may be more difficult for Apollo to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote in person, or abstention will have the same effect as a vote against approval of the merger agreement, Arriola 280G proposal, and the Rodriguez 280G proposal. The merger agreement must be approved by the affirmative vote of a majority of the outstanding shares of Apollo common stock entitled to vote on the merger agreement. Apollo’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger agreement. Each of the Arriola 280G proposal and the Rodriguez 280G proposal requires the affirmative vote of more than 75% of the voting power of the outstanding shares of Apollo common stock as of the record date (excluding shares held by ineligible shareholders). Apollo’s board of directors unanimously recommends that you vote “FOR” the Arriola 280G proposal and “FOR” the Rodriguez 280G proposal. Because certain compensatory payments to Mr. Arriola are subject to the Arriola 280G proposal and he is an Apollo director, Mr. Arriola abstained from the recommendation regarding the Arriola 280G proposal and the Rodriguez 280G proposal.

How many votes do I have?

You are entitled to one vote for each share of Apollo common stock that you owned as of the close of business on the record date. As of the close of business on the record date, shares of Apollo common stock were outstanding and entitled to vote at the Apollo special meeting. Mr. Arriola, Mr. Rodriguez and certain related parties may not vote their shares on the Arriola 280G proposal and the Rodriguez 280G proposal.

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

Yes. In considering the recommendation of the Apollo’s board of directors with respect to the merger agreement, you should be aware that some of Apollo’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Apollo’s shareholders generally. Interests of certain officers and directors that may be different from or in addition to the interests of Apollo’s shareholders include but are not limited to, the receipt of continued indemnification and insurance coverage under the merger agreement, the receipt of Seacoast substitute stock options in exchange for Apollo option awards and the payment of change in control payments or other compensation to certain executives.

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If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

No. If your shares are held through a stock brokerage account or a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement/prospectus/consent solicitation statement has been forwarded to you by your broker, bank or other nominee. Your bank, broker, or other nominee cannot vote your shares without instructions from you. You should instruct your bank, broker, or other nominee how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank, broker, or other nominee.

What if I abstain from voting or fail to instruct my bank, broker, or other nominee?

If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the merger proposal. If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the Arriola 280G proposal or the Rodriguez 280G proposal, it will have the same effect as a vote “AGAINST” the Arriola 280G proposal and/or the Rodriguez 280G proposal. If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

Brokers may only vote shares held for you with respect to proposals deemed to be “routine.” Banks and other nominees not subject to broker rules cannot exercise discretionary voting rights. The only proposal at the Apollo special meeting that is deemed to be “routine” is the adjournment proposal. Your broker, bank or other nominee may not vote your shares on the merger proposal or the 280G proposal at the special meeting without instructions from you and a broker non-vote will result with respect to those proposals.

Please follow the voting instructions provided by your broker, bank or other nominee so that it may vote your shares on your behalf. Please note that you may not vote shares held in street name by returning a proxy card directly to Apollo or by voting in person at the special meeting unless you first obtain a “legal proxy” from your broker, bank or other nominee.

Can I attend the special meeting and vote my shares of Apollo common stock in person?

Yes. All Apollo shareholders, including shareholders of record and shareholders who hold their shares through nominees or any other holder of record, are invited to attend the special meeting. Holders of record of Apollo common stock can vote in person at the 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 to be able to vote in person at the special meeting. If you plan to attend the 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. Apollo 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 special meeting is prohibited without Apollo’s express written consent.

Can I change my vote?

Yes. If you are a holder of record of Apollo common stock, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Apollo’s Secretary or (3) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting. Attendance at the special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by Apollo’s Secretary

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after the vote will not affect the vote. Apollo’s Secretary’s mailing address is: Apollo Bancshares, Inc., 1150 South Miami Avenue, Miami, Florida 33130.

What are the U.S. federal income tax consequences of the merger to holders of Apollo common stock?

The merger is expected to 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.” Holders of Apollo common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock they receive in the merger. However, holders of Apollo common stock may recognize gain or loss on any cash received instead of a fractional share of Seacoast common stock assuming that the cash received is not treated as a dividend.

For further information, see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page .

The U.S. federal income tax consequences described above may not apply to all holders of Apollo stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

Are Apollo shareholders entitled to appraisal rights?

Yes. If you are Apollo shareholder and you want to exercise appraisal rights and receive the fair value of shares of Apollo common stock in cash instead of the merger consideration, then you must file a written objection with Apollo prior to the special meeting stating, among other things, that you will exercise your right to dissent if the merger is completed. Also, you may not vote in favor of the merger agreement and must follow other procedures, both before and after the special meeting, as described in Appendix D to this proxy statement/prospectus/consent solicitation statement. Note that if you return a signed proxy card without voting instructions or with instructions to vote “FOR” the merger agreement, then your shares will automatically be voted in favor of the merger agreement and you will lose all appraisal rights available under Florida law. A summary of these provisions can be found under “The Merger — Appraisal Rights for Apollo Shareholders” beginning on page and detailed information about the special meeting can be found under “Information About the Special Meeting” on page . Due to the complexity of the procedures for exercising the right to seek appraisal, Apollo shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Florida law provisions will result in the loss of the right of appraisal.

As an Apollo shareholder, should I send in my stock certificates now?

No. Please do not send in your Apollo stock certificates with your proxy. Seacoast’s transfer agent, Continental Stock Transfer and Trust Company, will send you instructions for exchanging Apollo stock certificates for the applicable merger consideration after the merger has been consummated. See “The Merger Agreement — Exchange Procedures” beginning on page of this proxy statement/prospectus/consent solicitation statement.

What should I do if I hold my shares of Apollo stock in book-entry form?

You are not required to take any specific actions if your shares of Apollo stock are held in book-entry form with respect to exchanging your shares of Apollo common stock for the merger consideration. After the completion of the merger, shares of Apollo stock held in book-entry form automatically will be exchanged for the per share stock consideration, including shares of Seacoast common stock in book-entry form, the per share cash consideration and any cash to be paid in exchange for fractional shares in the merger, as applicable.

Whom may I contact if I cannot locate my Apollo stock certificate(s)?

If you are unable to locate your original Apollo stock certificate(s), you should contact Eddie Arriola at (305) 398-9000. Following the merger, any inquiries should be directed to Seacoast’s transfer agent, Continental Stock Transfer and Trust Company at 1 State Street, 30th Floor, New York, New York 10004, or at (212) 509-4000.

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QUESTIONS AND ANSWERS ABOUT THE BANK MERGER AND APOLLO BANK SOLICITATION OF WRITTEN CONSENT

The following are answers to certain questions that you may have regarding Apollo Bank’s solicitation of written consent and the bank merger. The parties urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining whether to provide your written consent. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. In this proxy statement/prospectus/consent solicitation statement we refer to Seacoast Banking Corporation of Florida as “Seacoast,” Seacoast National Bank as “SNB,” Apollo Bancshares, Inc. as “Apollo.”

Why are Apollo Bank shareholders receiving this proxy statement/prospectus/consent solicitation statement?

Seacoast, SNB, Apollo and Apollo Bank have entered into an Agreement and Plan of Merger, dated as of March 29, 2022 (which we refer to as the “merger agreement”) pursuant to which Apollo will merge with and into Seacoast, with Seacoast continuing as the surviving company. Seacoast, SNB, and Apollo Bank have entered into a Plan of Merger and Merger Agreement, dated as of March 29, 2022 (which we refer to as the “bank merger agreement”) pursuant to which, immediately following the merger, Apollo Bank, the bank subsidiary of Apollo, will merge with and into Seacoast’s wholly owned bank subsidiary, SNB, with SNB continuing as the surviving bank and using the name “Seacoast National Bank” (the “bank merger”). A copy of the bank merger agreement is included in this proxy statement/prospectus/consent solicitation statement as Appendix B.

In addition, Apollo Bank is soliciting a written consent from its shareholders to approve certain compensatory payments that Eduardo Arriola and Ramon Rodriguez are or may be entitled to receive in connection with the merger or certain subsequent events, estimated to total $ and $ , respectively, which we refer to as the Arriola 280G proposal and the Rodriguez 280G proposal, respectively.

This proxy statement/prospectus/consent solicitation statement contains important information about the bank merger, the Arriola 280G proposal, and the Rodriguez 280G proposal, and you should read it carefully. It is a proxy statement because Apollo’s board of directors is soliciting proxies from its shareholders. It is a prospectus because Seacoast will issue shares of Seacoast common stock to holders of Apollo common stock in connection with the merger and shares of Seacoast common stock to holders of Apollo Bank common stock in connection with the bank merger. It is a consent solicitation statement because Apollo Bank’s board of directors is soliciting a written consent from its shareholders. The enclosed form of written consent will allow you to provide your consent as a holder of Apollo Bank common stock in lieu of a meeting of Apollo Bank shareholders. Your consent is important. We encourage you to execute and return your written consent to Apollo Bank as soon as possible.

Why is Apollo Bank seeking written consent to approve the bank merger agreement, the Arriola 280G proposal, and the Rodriguez 280G proposal?

Apollo Bank’s bylaws authorize the shareholders of Apollo Bank to act by written consent without a meeting if the written consent is signed by shareholders representing shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were presented and voted. Written consents from the holders of two-thirds of the outstanding shares of Apollo Bank’s common stock entitled to vote are required to approve and adopt the bank merger agreement. Written consents from the holders of 75% of the voting power of the outstanding shares of Apollo Bank’s common stock are required to approve the compensatory payments that Eduardo Arriola and Ramon Rodriguez are or may be entitled to

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receive in connection with the bank merger or certain subsequent events, estimated to total
$ and $ , respectively.

Who is entitled to act by written consent to adopt the bank merger agreement and the compensatory payments to Eduardo Arriola and Ramon Rodriguez?

The Apollo Bank board of directors has set as the record date (which we refer to as the “Apollo Bank record date”) for determining Apollo Bank shareholders entitled to sign and deliver a written consent with respect to the solicitation of written consent described by this proxy statement/prospectus/consent solicitation statement. Holders of outstanding shares of Apollo Bank common stock as of the close of business on the Apollo Bank record date will be entitled to adopt and approve the bank merger agreement and approve certain compensatory payments to Eduardo Arriola and Ramon Rodriguez pursuant to a written consent in lieu of a meeting using the form of written consent furnished with this proxy statement/prospectus/consent solicitation statement.

As of the close of business on the Apollo Bank record date, there were shares of Apollo Bank common stock outstanding and entitled to consent to the adoption and approval of the bank merger agreement and approval of certain compensatory payments to Eduardo Arriola and Ramon Rodriguez, held by four holders of record, including Apollo which holds 3,358,973 shares of Apollo Bank common stock, representing 84.66% of the outstanding shares of Apollo Bank common stock.

Holders of shares of Apollo common stock are not eligible to approve the bank merger agreement or approve the compensatory payments to Eduardo Arriola and Ramon Rodriguez by signing and returning the form of written consent furnished with this proxy statement/prospectus/consent solicitation statement.

What approval is required by Apollo Bank shareholders to adopt and approve the bank merger agreement and the compensatory payments to Eduardo Arriola and Ramon Rodriguez?

Written consents from the holders of two-thirds of the outstanding shares of Apollo Bank’s common stock entitled to vote are required to approve and adopt the bank merger agreement. Written consents from the holders of 75% of the voting power of the outstanding shares of Apollo Bank’s common stock are required to approve the compensatory payments that Eduardo Arriola and Ramon Rodriguez are or may be entitled to receive in connection with the bank merger or certain subsequent events, estimated to total $ and $ , respectively

How does Apollo Bank’s board of directors recommend that I act by written consent?

Apollo’s board of directors unanimously recommends that you return a written consent consenting to the approval and adoption of the bank merger agreement and the bank merger, which we refer to as the bank merger proposal, the approval of the Arriola 280G proposal, and the approval of the Rodriguez 280G proposal.

What will Apollo Bank shareholders receive in the bank merger?

If the bank merger is completed, Apollo, in its capacity as an Apollo Bank shareholder, will not receive any consideration for Apollo’s shares of Apollo Bank common stock. If the bank merger is completed, bank minority shareholders will receive, for each share of Apollo Bank common stock held immediately prior to the effective time of the bank merger, 1.195651 shares of Seacoast common stock, which we refer to as the bank exchange ratio. In the event the number of shares of Apollo Bank common stock outstanding and held by bank minority shareholders as of the closing date is higher or lower than 608,635 shares of Apollo Bank common stock, the bank exchange ratio will be adjusted such that 727,715 shares of Seacoast common stock are issued to the bank minority shareholders such that a maximum of 4,518,718 shares of Seacoast common stock are issued to holders of Apollo common stock and the bank minority shareholders. In addition, in the event that Apollo’s consolidated tangible shareholders’ equity is less than $84.6 million or Apollo Bank’s general allowance for loan and lease losses is less than 1.00% of total loans and leases outstanding, then Seacoast shall have the option to adjust the exchange ratio used to calculate the merger consideration downward or terminate the merger agreement and the bank merger agreement.

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Seacoast will not issue any fractional shares of Seacoast common stock in the bank merger. Rather, bank minority shareholders who would otherwise be entitled to a fractional share of Seacoast common stock upon the completion of the bank merger will instead receive cash (without interest and rounded to the nearest whole cent) in an amount equal to such fractional part of a share of Seacoast common stock, rounded to the nearest one hundredth of a share, multiplied by the average of the daily volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the ten trading days ending on the trading day immediately prior to the determination date. The determination date is defined as the later of the date on which the last required regulatory consent is obtained without regard to any requisite waiting period or the date on which the Apollo shareholder approval is obtained.

Will the value of the merger consideration change between the date of this proxy statement/prospectus/consent solicitation statement and the time the bank merger is completed?

Yes, because the exchange ratios are fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus/consent solicitation statement and the completion of the bank merger based upon the market value of Seacoast common stock and certain other adjustments. Any fluctuation in the market price of Seacoast common stock after the date of this proxy statement/prospectus/consent solicitation statement will change the value of the shares of Seacoast common stock that Apollo shareholders and bank minority shareholders will receive.

No. The outcome of the solicitation for written consent with respect to the Arriola 280G proposal and the Rodriguez 280G proposal, whether approved or not, will not affect the amount of the merger consideration that bank minority shareholders will receive if the bank merger is completed. In addition, approval of the Arriola 280G proposal and the Rodriguez 280G proposal is not a condition to the completion of the merger or the bank merger.

Do any of Apollo Bank’s directors or officers have interests in the bank merger that may differ from or be in addition to the interests of Apollo Bank’s shareholders?

Yes. In considering the recommendation of the Apollo Bank’s board of directors with respect to the bank merger agreement, you should be aware that some of Apollo Bank’s directors and executive officers have interests in the merger and the bank merger that are different from, or in addition to, the interests of Apollo Bank’s shareholders generally. Interests of certain officers and directors that may be different from or in addition to the interests of Apollo Bank’s shareholders include but are not limited to, the receipt of continued indemnification and insurance coverage under the merger agreement, the receipt of Seacoast substitute stock options in exchange for Apollo option awards and the payment of change in control payments or other compensation to certain executives.

How can I return my written consent?

Apollo Bank shareholders can submit their written consent with respect to the proposals to approve the bank merger agreement and the compensatory payments to Eduardo Arriola and Ramon Rodriguez as described by this proxy statement/prospectus/consent solicitation statement by filing out the form of written consent furnished with this proxy statement/prospectus/consent solicitation statement, including signing and dating the written consent, and mailing the completed written consent in the enclosed postage-paid return envelope as soon as possible. You may also return your written consent to Apollo Bank by emailed a scanned copy of your completed written consent to .

What is the deadline for returning my written consent?

The Apollo Bank board of directors has set as the targeted final date for the receipt of the written consent. Apollo Bank reserves the right to extend the deadline for the receipt of signatures to the written consent beyond this date. Any such extension may be made without notice to Apollo Bank shareholders. Upon delivery of the written consent by Apollo, in its capacity as a shareholder of Apollo Bank, the requisite number/percentage of votes will be obtained to approve the bank merger agreement,

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adopt the bank merger agreement, and approve the compensatory payments to Eduardo Arriola and Ramon Rodriguez as described by this proxy statement/prospectus/consent solicitation statement.

I am an Apollo Bank shareholder. Am I entitled to dissenters’ rights?

Yes. Shareholders of Apollo Bank have dissenters’ rights in connection with the proposed merger under federal law, which provides that a dissenting shareholder is entitled to receive the value of his or her shares in cash (which may be more or less than the value of the consideration that such holder would receive in the merger) if the dissenting shareholder complies with all of the requirements set forth in the applicable statute, Section 215a of the United States Code, a copy of which is attached as Appendix E to the proxy statement/prospectus. Under the applicable statute, a shareholder of Apollo Bank may dissent from the merger by (i) either voting against the merger or giving notice in writing to Apollo Bank at or prior to the special meeting that he or she dissents from the merger and (ii) making a written request to Seacoast to receive the value of such shareholder’s shares of Apollo Bank common stock, which request must be made within thirty (30) days after the effective time of the merger and must be accompanied by the surrender of the shareholder’s stock certificates. A summary of these procedures can be found under “The Merger — Dissenters Rights for Apollo Bank Shareholders” beginning on page and detailed information about the special meeting can be found under “Information About the Special Meeting” on page . Due to the complexity of the procedures for exercising dissenters’ rights, Apollo Bank shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable law provisions will result in the loss of dissenters’ rights.

When do you expect to complete the bank merger?

Seacoast and Apollo expect to complete the merger and the subsequent bank merger early in the fourth quarter of 2022. However, neither Seacoast nor Apollo or Apollo Bank can assure you when or if the merger and the bank merger will occur. Apollo must first obtain the approval of Apollo shareholders for the merger, Apollo Bank must obtain the approval of Apollo Bank shareholders for the bank merger, and Seacoast must receive the necessary regulatory approvals.

What are the material U.S. federal income tax consequences of the bank merger to holders of outstanding shares of Apollo Bank common stock?

The bank merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code. Holders of Apollo bank common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock they receive in the bank merger. However, holders of Apollo bank common stock may recognize gain or loss on any cash received instead of a fractional share of Seacoast common stock assuming that the cash received is not treated as a dividend.

For further information, see “The Bank Merger — Material U.S. Federal Income Tax Consequences of the Bank Merger” beginning on page .

The U.S. federal income tax consequences described above may not apply to all holders of Apollo Bank common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the bank merger to you.

Should Apollo Bank shareholders send in their stock certificates now?

No. Please do not send in your Apollo Bank stock certificates with your written consent. Seacoast’s transfer agent, Continental Stock Transfer and Trust Company, will send you instructions for exchanging Apollo Bank stock certificates for the applicable merger consideration after the bank merger has been consummated. See “The Merger Agreement — Exchange Procedures” beginning on page of this proxy statement/prospectus/consent solicitation statement.

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SUMMARY

The following summary highlights selected information from this proxy statement/prospectus/consent solicitation statement. 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 proxy statement/prospectus/consent solicitation statement and the other documents to which we refer to understand fully the merger. See “Where You Can Find More Information” beginning on page on how to obtain copies of those documents. In addition, the merger agreement is attached as Appendix A to this proxy statement/prospectus/consent solicitation statement and the bank merger agreement is attached as Appendix B to this proxy statement/prospectus/consent solicitation statement. Apollo, Apollo Bank and Seacoast encourage you to read the merger agreement because it is the legal document that governs the merger and the bank merger agreement because it is the legal document that governs the bank merger.

Unless the context otherwise requires throughout this document, “we,” and “our” refer collectively to Seacoast and Apollo. The parties refer to the proposed merger of Apollo with and into Seacoast as the “merger,” the merger of Apollo Bank with and into SNB as the “bank merger,” and the Agreement and Plan of Merger, dated March 29, 2022, by and among Seacoast, SNB, Apollo and Apollo Bank as the “merger agreement.”

Information Regarding Seacoast, SNB, Apollo and Apollo Bank

Seacoast Banking Corporation of Florida
Seacoast National Bank
815 Colorado Avenue
Stuart, Florida 34994
(772) 288-6085

Seacoast is a bank holding company, incorporated in Florida in 1983, and registered under the Bank Holding Company Act of 1956, as amended, or the BHC Act. Seacoast’s principal subsidiary is SNB, a national banking association. SNB commenced its operations in 1933 and operated as “First National Bank & Trust Company of the Treasure Coast” prior to 2006 when it changed its name to Seacoast National Bank.

Seacoast is one of the largest community banks headquartered in Florida with approximately $10.9 billion in assets and $9.2 billion in deposits as of March 31, 2022. Seacoast and its subsidiaries provide integrated financial services including commercial and consumer banking, wealth management, and mortgage services to customers at over 50 full-service branches across Florida, and through advanced mobile and online banking solutions.

Apollo Bancshares, Inc.
Apollo Bank
1150 South Miami Avenue
Miami, Florida 33130
(305) 398-9000

Apollo is a bank holding company under the Bank Holding Company Act of 1956, as amended, for Apollo Bank, and is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System and the Florida Office of Financial Regulation and is a corporation organized under the laws of the State of Florida.

Apollo Bank is a Florida-chartered state bank, which commenced operations in 2001 under the name Union Credit Bank and is subject to the supervision and regulation of the Florida Office of Financial Regulation and Federal Deposit Insurance Corporation. Apollo Bank is a full service commercial bank, providing financial services to customers primarily located in the Miami, Florida market area. As of March 31, 2022, Apollo Bank had total assets of approximately $1.07 billion, gross loans of approximately $704.6 million, total deposits of approximately $946.9 million, and total shareholders’ equity of approximately $90.7 million.

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Apollo Bank’s website is www.apollobank.com. The information on Apollo Bank’s website is not part of this proxy statement/prospectus/consent solicitation statement, and the reference to the Apollo Bank website address does not constitute incorporation by reference of any information on that website into this proxy statement/prospectus/consent solicitation statement.

Recent Developments

Agreement and Plan of Merger with Drummond Banking Company

On May 4, 2022, Seacoast announced that Seacoast and SNB had entered into an agreement and plan of merger with Drummond Banking Company, a Florida corporation (“Drummond”). Pursuant to the terms of the agreement and plan of merger, Drummond, headquartered in Chiefland, Florida, will be merged with and into Seacoast and Drummond’s wholly-owned subsidiary, Drummond Community Bank, will be merged with and into SNB. The acquisition will expand Seacoast’s presence into new and growing Florida markets including Ocala and Gainesville. Drummond operates 18 branches across North Florida, with deposits of approximately $932 million and loans of $543 million as of March 31, 2022. In aggregate, the Apollo and Drummond transactions will add approximately $2.1 billion in assets. Closing of the Drummond acquisition is expected early in the fourth quarter of 2022 after receipt of approvals from regulatory authorities, the approval of Drummond shareholders and the satisfaction of other customary closing conditions. Neither the closing of the Apollo merger nor the closing of the Drummond merger is conditioned upon closing of the other merger.

Regulatory Approvals

Completion of the merger and the bank merger are subject to various regulatory approvals, including approvals from the Federal Reserve and the 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 filed notices and applications to obtain the necessary regulatory approvals of the Federal Reserve and the OCC. The parties cannot be certain when or if they will obtain approval from the Federal Reserve and the OCC or, if obtained, whether such approval 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. The regulatory approvals to which the completion of the merger and bank merger are subject are described in more detail under the section entitled “The Merger — Regulatory Approvals,” beginning on page of this proxy statement/prospectus/consent solicitation statement.

The Merger and Bank Merger (see page )

The terms and conditions of the merger are contained in the merger agreement, a copy of which is included as Appendix A to this proxy statement/prospectus/consent solicitation statement and 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. The terms and conditions of the bank merger are contained in the bank merger agreement, a copy of which is included as Appendix B to this proxy statement/prospectus/consent solicitation statement and is incorporated by reference herein. Apollo Bank shareholders should read the bank merger agreement carefully and in its entirety, as it is the legal document governing the bank merger.

In the merger, Apollo will merge with and into Seacoast, with Seacoast as the surviving entity of such merger. Following the merger, Apollo Bank will merge with and into SNB, with SNB as the surviving bank of the bank merger. The merger of Apollo Bank with and into SNB shall occur immediately following the merger of Apollo with and into Seacoast, unless otherwise determined by Seacoast in its sole discretion.

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

The closing date is currently expected to occur early in the fourth quarter of 2022. Simultaneously with the closing of the merger, Seacoast will file the articles of merger with the Secretary of State of the State of Florida. The merger will become effective at such time as the articles of merger are filed or such other time as may be specified in the articles of merger. Neither Seacoast nor Apollo can predict, however, the actual

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date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals and Apollo and Apollo Bank’s shareholders’ approvals will be received.

The closing of the bank merger is expected to occur immediately following the merger. Simultaneously with the closing of the bank merger, SNB will file the articles of merger with the OCC and the Secretary of State of the State of Florida. The bank merger will become effective at such time as the articles of merger are filed or such other time as may be specified in the articles of merger. None of Seacoast, SNB, Apollo, or Apollo Bank can predict, however, the actual date on which the bank merger will be completed because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals and Apollo and Apollo Bank’s shareholders’ approvals will be received.

Merger Consideration (see page )

Under the terms of the merger agreement, each share of Apollo common stock (excluding certain shares held by Seacoast, Apollo, Apollo Bank, SNB and their respective subsidiaries and dissenting shares described below) will be converted into the right to receive 1.006529 shares of Seacoast common stock, which we refer to as the “Apollo exchange ratio.” Under the terms of the bank merger agreement, Apollo, in its capacity as a shareholder of Apollo Bank, will not receive any consideration and each share of Apollo Bank common stock held by the bank minority shareholders will be converted into the right to receive 1.195651 shares of Seacoast common stock, which we refer to as the “bank exchange ratio” and collectively with the Apollo exchange ratio, the “exchange ratios.” Please see “The Merger Agreement — Consideration” on page for more information.

If the number of shares of Apollo common stock outstanding as of the closing date is higher or lower than 3,766,412 shares of Apollo common stock, the Apollo exchange ratio will be adjusted such that 3,791,003 shares of Seacoast common stock are issued to holders of Apollo common stock and in the event the number of shares of Apollo Bank common stock outstanding and held by bank minority shareholders as of the closing date is higher or lower than 608,635 shares of Apollo Bank common stock, the bank exchange ratio will be adjusted such that 727,715 shares of Seacoast common stock are issued to the bank minority shareholders such that a maximum of 4,518,718 shares of Seacoast common stock are issued to holders of Apollo common stock and the bank minority shareholders. In addition, if Apollo’s consolidated tangible shareholders’ equity is less than $84.6 million and Apollo Bank’s general allowance for loan and lease losses is less than 1.00% of total loans and leases outstanding (excluding loans originated under the PPP), then Seacoast shall have the option to adjust the exchange ratio used to calculate the merger consideration downward or terminate the merger agreement.

For each fractional share that would otherwise be issued, Seacoast will pay cash (without interest and rounded to the nearest whole cent) in an amount equal to such fractional part of a share of Seacoast common stock, rounded to the nearest one hundredth of a share, multiplied by the average of the daily volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the ten trading days ending on the trading day immediately prior to the determination date, which is defined as the later of the date on which the last required regulatory consent is obtained without regard to any requisite waiting period or the date on which the Apollo shareholder approval is obtained.

The value of the shares of Seacoast common stock to be issued in the merger and the bank merger will fluctuate between now and the closing date of the merger and the bank merger. Based on the closing price of Seacoast common stock on March 28, 2022, the last business day prior to the date of the signing of the merger agreement, the value of the per share stock consideration payable to holders of Apollo common stock was approximately $35.71 per share and the value of the per share stock consideration payable to the bank minority shareholders was approximately $42.42 per share. Based on the closing price of Seacoast common stock on , 2022, the last practicable date before the date of this document, the value of the per share stock consideration payable to holders of Apollo common stock was approximately $ and the value of the per share stock consideration payable to the bank minority shareholders was approximately $ . Apollo shareholders and bank minority shareholders should obtain current sale prices for Seacoast common stock, which is traded on the NASDAQ Global Select Market under the symbol “SBCF.”

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Equivalent Apollo Common Stock Per Share Value (see page )

Seacoast common stock trades on the NASDAQ Global Select Market under the symbol “SBCF.” Apollo common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for Apollo common stock. The following table presents the closing price of Seacoast common stock on March 28, 2022, the last trading date prior to the public announcement of the merger agreement, and , 2022, the last practicable trading day prior to the printing of this proxy statement/prospectus/consent solicitation statement. The table also presents the equivalent value of the merger consideration per share of Apollo common stock on those dates, calculated by multiplying the closing sale price of Seacoast common stock on those dates by the blended Apollo exchange ratio and bank exchange ratio of 1.0328.

Date	Seacoast closing sale price			Equivalent Apollo per share value
March 28, 2022		$	35.48		$	36.65
, 2022		$			$

The value of the shares of Seacoast common stock to be issued in the merger will fluctuate between now and the closing date of the merger. If Seacoast shares increase in value, so will the value of the per share stock consideration to be received by Apollo shareholders. Similarly, if Seacoast shares decline in value, so will the value of the per share stock consideration to be received by Apollo shareholders. Apollo shareholders should obtain current sale prices for the Seacoast common stock.

Equivalent Apollo Bank Common Stock Per Share Value (see page )

Seacoast common stock trades on the NASDAQ Global Select Market under the symbol “SBCF.” Apollo Bank common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for Apollo Bank common stock. The following table presents the closing price of Seacoast common stock on March 28, 2022, the last trading date prior to the public announcement of the merger agreement, and , 2022, the last practicable trading day prior to the printing of this proxy statement/prospectus/consent solicitation statement. The table also presents the equivalent value of the merger consideration per share of Apollo Bank common stock on those dates, calculated by multiplying the closing sale price of Seacoast common stock on those dates by the bank exchange ratio of 1.195651.

Date	Seacoast closing sale price			Equivalent Apollo Bank per share value
March 28, 2022		$	35.48		$	42.42
, 2022		$			$

The value of the shares of Seacoast common stock to be issued in the bank merger will fluctuate between now and the closing date of the bank merger. If Seacoast shares increase in value, so will the value of the per share stock consideration to be received by bank minority shareholders. Similarly, if Seacoast shares decline in value, so will the value of the per share stock consideration to be received by bank minority shareholders. Apollo Bank shareholders should obtain current sale prices for the Seacoast common stock.

Procedures for Converting Shares of Apollo Common Stock and Apollo Bank Common Stock into Merger Consideration (see page )

Promptly after the effective time of the merger and the bank merger, Seacoast’s exchange agent, Continental Stock Transfer and Trust Company, will mail to each holder of record of Apollo common stock and each bank minority shareholder that is converted into the right to receive the merger consideration a letter of transmittal and instructions for the surrender of the holder’s Apollo stock certificate(s) or Apollo Bank stock certificate(s) for the merger consideration (including cash in lieu of any fractional Seacoast shares), and any dividends or distributions to which such holder is entitled to pursuant to the merger agreement.

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Please do not send in your certificates until you receive these instructions.

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

The merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, holders of Apollo common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock they receive in the merger. However, holders of Apollo common stock may recognize gain or loss on any cash received instead of a fractional share of Seacoast common stock assuming that the cash received is not treated as a dividend.

In addition, the bank merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, holders of Apollo Bank common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock they receive in the bank merger. However, holders of Apollo Bank common stock may recognize gain or loss on any cash received instead of a fractional share of Seacoast common stock assuming that the cash received is not treated as a dividend.

For further information, see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page .

The U.S. federal income tax consequences described above may not apply to all holders of Apollo stock or Apollo Bank stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger or the bank merger to you.

Apollo Appraisal Rights (see page and Appendix C)

Under Florida law, Apollo shareholders have the right to dissent from the merger and receive a cash payment equal to the fair value of their shares of Apollo stock instead of receiving the merger consideration. To exercise appraisal rights, Apollo shareholders must strictly follow the procedures established by Sections 607.1301 through 607.1340 of the Florida Business Corporation Act, or the FBCA, which include filing a written objection with Apollo prior to the special meeting stating, among other things, that the shareholder will exercise his or her right to dissent if the merger is completed, and not voting for approval of the merger agreement. A shareholder’s failure to vote against the merger agreement will not constitute a waiver of such shareholder’s dissenters’ rights.

Apollo Bank Appraisal Rights

An Apollo Bank shareholder who wishes to exercise dissenters’ rights of appraisal with respect to the bank merger must (i) either give written notice to Apollo Bank prior to the deadline for returning the written consent that he or she dissents from the plan of merger or vote against the bank merger proposal via written consent and (ii) deliver to Seacoast a written request for an appraisal of his or her shares, along with any certificates representing such shares, within 30 days after the consummation of the bank merger. Failure to adhere strictly to the requirements and procedures of the applicable dissenters’ rights provisions will result in the loss, termination or waiver of your right to dissent. The value of your shares determined for this purpose maybe more or less than the per-share consideration to be paid in the merger.

If you sign and send in your written consent and consent to the approval of the bank merger proposal, you will effectively waive your appraisal rights. Therefore, an Apollo Bank shareholder who submits a written consent and who also wishes to exercise appraisal rights must either (i) submit a written consent containing clear instructions to vote against the bank merger proposal or (ii) abstain from returning an executed written consent and submit a written notice to Apollo Bank prior to the deadline for returning the written consent of his or her intent to dissent from the bank merger.

Appendix E includes the relevant statutory provisions regarding these rights. See “Dissenters’ Rights” beginning on page for additional information on how to assert dissenters’ rights. In view of the complexity of the procedures specified under applicable law, shareholders who wish to pursue dissenters’ appraisal rights should promptly consult their legal, financial and tax advisors

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Opinion of Apollo’s and Apollo Bank’s Financial Advisor (see page and Appendix C)

In connection with the merger and the bank merger, Apollo’s and Apollo Bank’s financial advisor, Keefe, Bruyette & Woods, Inc., or KBW, delivered a written opinion, dated March 29, 2022, to the boards of directors of Apollo and Apollo Bank as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Apollo common stock and Apollo Bank common stock (excluding Apollo), collectively as a group, of the aggregate transaction consideration in the proposed transaction. 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 to this proxy statement/prospectus/consent solicitation statement as Appendix C. The opinion was for the information of, and was directed to, the boards of directors of Apollo and Apollo Bank (in their respective capacities as such and not in any other capacity) in connection with their respective consideration of the financial terms of the transaction. The opinion did not address the underlying business decision of Apollo and Apollo Bank to engage in the transaction or enter into the merger agreement or constitute a recommendation to the boards of directors of Apollo or Apollo Bank in connection with the transaction, and it does not constitute a recommendation to any holder of Apollo common stock or Apollo Bank common stock or any shareholder of any other entity as to how to vote or act in connection with the transaction or any other matter.

For further information, please see the section entitled “The Merger — Opinion of Apollo’s and Apollo Bank’s Financial Advisor” beginning on page .

Recommendation of the Apollo Board of Directors (see page )

After careful consideration, the Apollo board of directors unanimously recommends that Apollo shareholders vote “FOR” the approval of the merger agreement, “FOR” the approval of the 280G proposal, and “FOR” the approval of the adjournment proposal described in this document. Because certain compensatory payments to Mr. Arriola are subject to the 280G proposal and he is an Apollo director, Mr. Arriola abstained from the recommendation regarding the 280G proposal. Each of the directors of Apollo, who as of the date of the merger agreement held shares of Apollo common stock, certain officers of Apollo and holders of more than 5% of Apollo’s outstanding shares of common stock have entered into a shareholder support agreement with Seacoast pursuant to which each has agreed to vote “FOR” the approval of the merger agreement, subject to the terms of the shareholder support agreement.

For more information regarding the shareholder support agreement, please see the section entitled “Information About the Apollo Special Meeting — Shares Subject to Shareholder Support Agreement; Shares Held by Directors and Executive Officers” beginning on page .

For a more complete description of Apollo’s reasons for the merger and the recommendations of the Apollo board of directors, please see the section entitled “The Merger — Apollo’s Reasons for the Merger and Recommendation of Apollo’s Board of Directors” beginning on page .

Recommendation of the Apollo Bank Board of Directors (see page )

After careful consideration, the Apollo Bank board of directors unanimously recommends that Apollo Bank shareholders provide their written consent in lieu of a shareholder meeting approving and adopting the bank merger agreement, the Arriola 280G proposal, and the Rodriguez 280G proposal as described in this proxy statement/prospectus/consent solicitation statement. Because certain compensatory payments to Mr. Arriola are subject to the Arriola 280G proposal and he is an Apollo Bank director, Mr. Arriola abstained from the recommendation regarding the Arriola 280G proposal and the Rodriguez 280G proposal. Each of the bank minority shareholders have entered into a shareholder support agreement with Seacoast pursuant to which each has agreed to vote their shares of Apollo Bank common stock in support of the approval of the bank merger agreement, subject to the terms of the shareholder support agreement.

For more information regarding the shareholder support agreement, please see the section entitled “Information About Apollo Bank’s Solicitation of Written Consents — Consents; Required Consents” beginning on page .

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For a more complete description of Apollo Bank’s reasons for the bank merger and the recommendations of the Apollo Bank board of directors, please see the section entitled “The Merger — Apollo Bank’s Reasons for the Bank Merger and Recommendation of Apollo Bank’s Board of Directors” beginning on page .

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

In considering the recommendation of the Apollo’s board of directors with respect to the merger agreement, you should be aware that some of Apollo’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Apollo’s shareholders generally. Interests of officers and directors that may be different from or in addition to the interests of Apollo’s shareholders include:

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Apollo’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

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The merger agreement provides for accelerated vesting and the issuance of substitute Seacoast options in exchange for Apollo options.

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Certain Apollo executives are entitled to certain payments upon a change of control of Apollo.

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Apollo Bank’s Chairman of the Board and Chief Executive Officer, Eduardo Arriola, has entered into an employment agreement with Seacoast, effective as of the effective date of the merger.

These interests are discussed in more detail in the section entitled “The Merger — Interests of Apollo Directors and Executive Officers in the Merger” beginning on page . The Apollo board of directors was aware of the different or additional interests set forth herein and considered such interests along with other matters in adopting and approving the merger agreement and the transactions contemplated thereby, including the merger.

Treatment of Apollo Equity Awards (see page )

The merger agreement requires Apollo to take all actions necessary to cause each Apollo equity award issued and outstanding immediately prior to the effective time to become fully vested and to be terminated at the effective time of the merger. In consideration of such termination, Seacoast will grant to each holder of Apollo options, as of the effective time, an option to purchase shares of Seacoast common stock pursuant to Seacoast’s Incentive Plan (which we refer to as the “substitute option”), on the same terms and conditions as applicable to each such Apollo option as in effect immediately prior to the effective time, except that (A) the number of shares of Seacoast common stock subject to such substitute option shall equal the product of (x) the number of shares of Apollo common stock subject to such Apollo option immediately prior to the effective time, multiplied by (y) the exchange ratio, rounded down to the nearest whole share, and (B) the per share exercise price for the shares of Seacoast common stock issuable upon exercise of such substitute option shall equal the quotient determined by dividing (x) the exercise price per share of Apollo common stock at which such Apollo option was exercisable immediately prior to the effective time by (y) the exchange ratio, rounded up to the nearest whole cent. In further consideration of such termination, Seacoast will grant to each holder of Apollo warrants, as of the effective time, a warrant to purchase shares of Seacoast common stock (which we refer to as the “substitute warrant”), on the same terms and conditions as applicable to each such Apollo warrant as in effect immediately prior to the effective time, except that (A) the number of shares of Seacoast common stock subject to such substitute warrant shall equal the product of (x) the number of shares of Apollo common stock subject to such Apollo warrant immediately prior to the effective time, multiplied by (y) the exchange ratio, rounded down to the nearest whole share, and (B) the per share exercise price for the shares of Seacoast common stock issuable upon exercise of such substitute warrant shall equal the quotient determined by dividing (x) the exercise price per share of Apollo common stock at which such Apollo warrant was exercisable immediately prior to the effective time by (y) the exchange ratio, rounded up to the nearest whole cent.

Conditions to Completion of the Merger (see page )

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

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the approval of the merger agreement by Apollo shareholders and the approval of the bank merger agreement by the Apollo Bank shareholders;

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all regulatory approvals from the Federal Reserve, the OCC, and any other regulatory approval required to consummate the merger shall have been obtained and remain in full force and effect and all statutory waiting periods shall have expired, and such approvals or consents shall not be subject to any conditions or consequences that would have a material adverse effect on Seacoast or any of its subsidiaries after the effective time of the merger, including Apollo;

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the absence of any order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing the consummation of the merger or the other transactions contemplated by the merger agreement;

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the effectiveness of the Registration Statement on Form S-4, of which this proxy statement/prospectus/consent solicitation statement is a part, under the Securities Act of 1933, as amended (the “Securities Act”), and no order suspending such effectiveness having been issued;

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the approval for listing on the NASDAQ Global Select Market of the shares of Seacoast common stock to be issued in the merger;

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the accuracy of the other party’s representations and warranties in the merger agreement on the date of the merger agreement and as of the effective time of the merger (or such other date specified in the merger agreement) other than, in most cases, inaccuracies that would not reasonably be likely to have a material adverse effect on such party;

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performance and compliance in all material respects by the other party of its respective obligations under the merger agreement;

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the receipt by each party of corporate authorizations and other certificates from the other party;

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in the case of Seacoast, Apollo’s receipt of all consents required as a result of the transactions contemplated by the merger agreement pursuant to certain material contracts;

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in the case of Seacoast, the holders of no more than 5% of Apollo common stock shall have exercised their dissenters’ rights in accordance with applicable law;

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the absence of any event which has had or is reasonably likely to have a material adverse effect on the other party;

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receipt by Seacoast of an opinion of its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code;

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in the case of Seacoast, the receipt of executed claims letters from certain of Apollo’s and Apollo Bank’s executive officers and directors and restrictive covenant agreements from Apollo’s and Apollo Bank’s directors;

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in the case of Seacoast, Apollo’s consolidated tangible shareholders’ equity as of the close of business on the fifth business day prior to the closing of the merger shall be an amount not less than $84.6 million and Apollo Bank’s general allowance for loan and lease losses shall be an amount not less than 1.00% of total loans and leases outstanding (excluding loans made pursuant to the PPP);

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in the case of Seacoast, the termination of Apollo’s equity awards and the termination of the Apollo stock plans;

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in the case of Seacoast, the delivery of a non-foreign affidavit by Apollo; and

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Apollo shall have taken all actions necessary and, to the extent required, the Apollo shareholders have approved any payment, to prevent certain payments and benefits received by executives of Apollo in connection with the merger from being deemed a parachute payment as defined in Section 280G of the Code.

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.

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Conditions to Completion of the Bank Merger (see page )

The completion of the bank merger depends on the completion of the merger and, as a result, is conditioned on a number of conditions being satisfied or, where permitted, waived, including each of the conditions to the merger described above.

Third Party Proposals (see page )

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

Termination (see page )

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the approval of the merger agreement by Apollo shareholders:

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by mutual consent of the board of directors of Apollo and the board of directors or executive committee of the board of directors of Seacoast; or

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by the board of directors of either Seacoast or Apollo, if there is a breach by the other party of any representation, warranty, covenant or other agreement set forth in the merger agreement, that would, if occurring or continuing on the closing date, result in the failure to satisfy the closing conditions of the party seeking termination and such breach cannot be or is not cured within 30 days following written notice to the breaching party or which breach cannot be cured prior to November 30, 2022; or

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by the board of directors of either Seacoast or Apollo, if a requisite regulatory consent has been denied and such denial has become final and non-appealable; or

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by the board of directors of either Seacoast or Apollo, if the Apollo shareholders fail to approve the merger agreement at a duly held meeting of such shareholders or any adjournment or postponement thereof; or

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by the board of directors of either Seacoast or Apollo, if the merger has not been completed by November 30, 2022, unless the failure to complete the merger by such date is due to a breach of the merger agreement by the party seeking to terminate the merger agreement; or

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by the board of directors of Seacoast, if (i) the Apollo board of directors withdraws, qualifies or modifies, or resolves to withdraw, qualify or modify their recommendation that the Apollo shareholders approve the merger agreement in a manner adverse to Seacoast, (ii) Apollo fails to substantially comply with any of the provisions of the merger agreement relating to third party acquisition proposals, or (iii) Apollo’s board of directors recommends, endorses, accepts or agrees to a third party acquisition proposal; or

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by the board of directors of Apollo, in order to enter into an agreement relating to a superior proposal in accordance with the provisions of the merger agreement relating to third party acquisition proposals (provided that Apollo has not materially breached any such provisions); or

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by the board of directors of Seacoast if holders of more than five percent (5%) in the aggregate of outstanding Apollo common stock have voted shares against the merger agreement and have given notice of their intention to exercise their dissenters’ rights in accordance with the FBCA; or

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by the board of directors of Apollo during the five day period commencing on the determination date (as defined in the merger agreement as the later of: (i) the date on which the last required consent is obtained without regard to any requisite waiting period; or (ii) the date on which the Apollo shareholder approval is obtained), if and only if (a) the buyer ratio (defined in the merger agreement to mean the number obtained by dividing the average closing price (defined in the merger agreement to mean the daily volume weighted average price of Seacoast common stock) during the ten (10) consecutive full trading days ending on the trading day prior to the determination date by $36.06)

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is less than 0.85 and (b) the buyer ratio is less than the number obtained by (i) dividing the average of the index price (defined in the merger agreement to mean the closing price on any given trading day) for the ten (10) consecutive trading days preceding the determination date by the average of the index price for the ten (10) consecutive trading days ending on the last trading day immediately preceding the date of the first public announcement of the entry into the merger agreement and (ii) subtracting 0.20 from the quotient.

Termination Fee (see page )

Apollo must pay Seacoast a termination fee of $7.25 million if:

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(i) either party terminates the merger agreement in the event that approval by the shareholders of Apollo is not obtained at a meeting at which a vote was taken; or (ii) Seacoast terminates the merger agreement (a) as a result of a willful breach of a covenant or agreement by Apollo; (b) because Apollo has withdrawn, qualified or modified its recommendation to shareholders in a manner adverse to Seacoast; or (c) because Apollo has failed to substantially comply with the no-shop covenant or its obligations under the merger agreement by failing to hold a special meeting of Apollo shareholders; and

•

(1) Apollo receives or there is a publicly announced third party acquisition proposal that has not been formally withdrawn or abandoned prior to the termination of the merger agreement; and (2) within 12 months of the termination of the merger agreement, Apollo either consummates a third party acquisition proposal or enters into a definitive agreement with respect to a third party acquisition proposal; or

•

Seacoast terminates the merger agreement as a result of the board of directors of Apollo recommending, endorsing, accepting or agreeing to a third party acquisition proposal; or

•

Apollo terminates the merger agreement because the board of directors of Apollo has determined in accordance with the provisions in the merger agreement relating to acquisition proposals that a superior proposal has been made and has not been withdrawn and none of Apollo or its representatives has failed to comply in all material respects with the terms of merger agreement relating to third party acquisition proposals.

Except in the case of a breach of the merger agreement, the payment of the termination fee will fully discharge Apollo and Apollo Bank from any losses that may be suffered by Seacoast arising out of the termination of the merger agreement and in no event will Apollo be required to pay the termination fee on more than one occasion.

NASDAQ Listing (see page )

Seacoast will cause the shares of Seacoast common stock to be issued to the holders of Apollo and Apollo Bank common stock in the merger and to the bank minority shareholders in the bank merger to be authorized for listing on the NASDAQ Global Select Market, subject to official notice of issuance, prior to the effective time of the merger.

Apollo Special Meeting (see page )

The special meeting of Apollo shareholders will be held on , 2022, at , local time, at Apollo’s main office located at 1150 South Miami Avenue, Miami, Florida 33130. At the special meeting, Apollo shareholders will be asked to vote on:

•

the proposal to approve the merger agreement;

•

the 280G proposal;

•

the adjournment proposal; and

•

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

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Holders of Apollo common stock as of the close of business on , 2022, the record date, will be entitled to vote at the special meeting. As of the record date, there were outstanding and entitled to notice and to vote an aggregate of shares of Apollo common stock held by approximately shareholders of record. Each Apollo shareholder can cast one vote for each share of Apollo voting common stock owned on the record date (except that shares held by Mr. Arriola, Mr. Rodriguez and certain related parties will not count toward approval of the 280G proposal).

As of the record date, directors and executive officers of Apollo and their affiliates owned and were entitled to vote 732,429 shares of Apollo common stock, representing approximately 19.45% of the outstanding shares of Apollo common stock entitled to vote on that date. Pursuant to the shareholder support agreement, each director and certain executive officers of Apollo and Apollo Bank, who as of the date of the merger agreement held shares of Apollo common stock, and holders of more than 5% of Apollo outstanding shares of common stock have agreed at any meeting of Apollo shareholders, however called, or any adjournment or postponement thereof (and subject to certain exceptions) to vote the shares owned in favor of the merger agreement. As of the record date, Seacoast did not own or have the right to vote any of the outstanding shares of Apollo common stock.

Required Apollo Shareholder Votes (see page )

In order to approve the merger agreement, a majority of the outstanding shares of Apollo common stock entitled to vote at the Apollo special meeting must vote in favor of the merger agreement. In addition, written consents from the affirmative vote of the holders of two-thirds of the outstanding shares of Apollo Bank’s common stock entitled to vote are required to approve the bank merger proposal. In order to approve the 280G proposal, the holders of more than 75% of the voting power of the outstanding shares of Apollo common stock (excluding shares held by Mr. Arriola, Mr. Rodriguez and certain related parties) must vote in favor of the 280G proposal.

Solicitation of Apollo Bank Shareholder Written Consents

Apollo Bank is soliciting a written consent from its shareholders to approve the bank merger agreement and certain compensatory payments that Eduardo Arriola and Ramon Rodriguez are or may be entitled to receive in connection with the merger or certain subsequent events, estimated to total $[ ] and $[ ], respectively, which we refer to as the Arriola 280G proposal and the Rodriguez 280G proposal, respectively.

Required Apollo Bank Shareholder Consents

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No Restrictions on Resale

All shares of Seacoast common stock received by Apollo shareholders in the merger and Apollo Bank shareholders in the bank merger will be freely tradable, except that shares of Seacoast received by persons who are or become affiliates of Seacoast for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.

Market Prices and Dividend Information (see page )

Seacoast common stock is listed and trades on The NASDAQ Global Select Market under the symbol “SBCF.” As of March 31, 2022, there were 61,238,897 shares of Seacoast common stock outstanding. Approximately 85.5% of these shares are owned by institutional investors, as reported by NASDAQ. Seacoast’s top institutional investors own approximately 32.3% of its outstanding stock. Seacoast has approximately 2,474 shareholders of record as of March 31, 2022.

To Seacoast’s knowledge, the only shareholders who owned more than 5% of the outstanding shares of Seacoast common stock on March 31, 2022 were BlackRock, Inc., 55 East 52nd Street, New York, New York 10055 (14.4%), Capital World Investors, 333 South Hope Street, 55th Floor, Los Angeles, California 90071 (6.8%), the Vanguard Group, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355 (6.1%) and State Street Corp, One Lincoln Street, Boston, Massachusetts, 02111 (5.0)%.

The following tables show, for the indicated periods, the high and low sales prices per share for Seacoast common stock, as reported on NASDAQ.

	Seacoast Common Stock
	High			Low			Dividends
2020
First Quarter		$	30.87		$	13.30		$	—
Second Quarter		$	25.89		$	16.02		$	—
Third Quarter		$	22.23		$	17.00		$	—
Fourth Quarter		$	30.26		$	17.62		$	—
2021
First Quarter		$	40.93		$	28.52		$	—
Second Quarter		$	38.87		$	33.00		$	0.13
Third Quarter		$	34.56		$	29.28		$	0.13
Fourth Quarter		$	38.48		$	32.38		$	0.13
2022
First Quarter		$	39.31		$	32.40		$	0.13
Second Quarter (through , 2022)

Dividends from SNB are Seacoast’s primary source of funds to pay dividends on its common stock. Under the National Bank Act, national banks may in any calendar year, without the approval of the OCC, pay dividends to the extent of net profits for that year, plus retained net profits for the preceding two years (less any required transfers to surplus). The need to maintain adequate capital in SNB also limits dividends that may be paid to Seacoast. On April 19, 2022, Seacoast’s board of directors approved a cash dividend of $0.17 per share. The dividend will be paid on June 30, 2022 to all shareholders of record as of the close of business on June 15, 2022.

Any further dividends paid on Seacoast’s common stock would be declared and paid at the discretion of its board of directors and would be dependent upon Seacoast’s liquidity, financial condition, results of operations, capital requirements and such other factors as the board of directors may deem relevant.

As of April 30, 2022, there were 3,766,412 shares of Apollo common stock, $0.01 par value per share, outstanding, which were held by approximately 268 holders of record.

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Apollo common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for the Apollo common stock. Management is not aware of any trades in Apollo’s common stock since [•].

The following table sets forth the date and dividend per share amount for all dividends paid by Apollo since [•]:

Date			Dividend per Share

As of April 30, 2022, there were 3,967,608 shares of Apollo Bank common stock, $5.00 par value per share, outstanding, which were held by four holders of record.

Apollo Bank common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for the Apollo Bank common stock. Management is not aware of any trades in Apollo Bank’s common stock since [•].

The following table sets forth the date and dividend per share amount for all dividends paid by Apollo Bank to the bank minority shareholders since [•]:

Date			Dividend per Share

Comparison of Shareholders’ Rights (see page )

The rights of Apollo shareholders and Apollo Bank shareholders who continue as Seacoast shareholders after the merger and the bank merger will be governed by the articles of incorporation and bylaws of Seacoast rather than the articles of incorporation and bylaws of Apollo or Apollo Bank, as appropriate. For more information, please see the section entitled “Comparison of Shareholders’ Rights” beginning on page .

Risk Factors (see page )

Before voting at the Apollo special meeting or, with respect to Apollo Bank shareholders, returning an executed written consent, you should carefully consider all of the information contained or incorporated by reference into this proxy statement/prospectus/consent solicitation statement, including the risk factors set forth in the section entitled “Risk Factors” beginning on page or described in Seacoast’s reports filed with the SEC, which are incorporated by reference into this proxy statement/prospectus/consent solicitation statement. Please see “Documents Incorporated by Reference” beginning on page .

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RISK FACTORS

An investment in Seacoast common stock in connection with the merger and the bank merger involves risks. Seacoast describes below the material risks and uncertainties that it believes affect its business and an investment in Seacoast common stock. In addition to the other information contained in, or incorporated by reference into, this proxy statement/prospectus, including Seacoast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Seacoast’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022, and the matters addressed under “Forward-Looking Statements,” you should carefully read and consider all of the risks and all other information contained in this proxy statement/prospectus/consent solicitation statement in deciding whether to vote to approve the merger agreement if you are an Apollo shareholder or to return a written consent to approve the bank merger agreement if you are an Apollo Bank shareholder. Additional Risk Factors included in Item 1A in Seacoast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Seacoast’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022 are incorporated herein by reference. You should read and consider those Risk Factors in addition to the Risk Factors listed below. If any of the risks described in this proxy statement/prospectus/consent solicitation statement occur, Seacoast’s financial condition, results of operations and cash flows could be materially and adversely affected. If this were to happen, the value of the Seacoast common stock could decline significantly, and you could lose all or part of your investment.

Risks Associated with the Merger and Bank Merger

The market price of Seacoast common stock after the merger may be affected by factors different from those currently affecting Apollo, Apollo Bank or Seacoast.

The businesses of Seacoast and Apollo differ in some respects and, accordingly, the results of operations of the combined company and the market price of Seacoast’s shares of common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of Seacoast and Apollo. For a discussion of the business of Seacoast and of certain factors to consider in connection with that business, see the documents incorporated by reference into this proxy statement/prospectus/consent solicitation statement and referred to under “Documents Incorporated by Reference” beginning on page .

Because the sale price of Seacoast common stock will fluctuate, you cannot be sure of the value of the per share stock consideration that you will receive in the merger or the bank merger until the closing.

Under the terms of the merger agreement, each share of Apollo common stock outstanding immediately prior to the effective time of the merger (excluding shares of Apollo common stock owned by Apollo, Seacoast, Apollo Bank, or SNB or the dissenting shares) will be converted into the right to receive 1.006529 shares of Seacoast common stock (plus cash in lieu of fractional shares). Under the terms of the bank merger agreement, each share of Apollo Bank common stock outstanding prior to the effective time of the merger held by the bank minority shareholders will be converted into the right to receive 1.195651 shares of Seacoast common stock (plus cash in lieu of fractional shares). The consideration to be paid to Apollo shareholders and the bank minority shareholders is each subject to adjustment based on the value of Apollo’s consolidated tangible shareholders’ equity and further subject to adjustment to ensure that an aggregate maximum of 4,518,718 shares of Seacoast common stock are issued. The value of the shares of Seacoast common stock to be issued to Apollo shareholders in the merger and the bank minority shareholders in the bank merger will fluctuate between now and the closing date of the merger and the bank merger due to a variety of factors, including general market and economic conditions, changes in the parties’ respective businesses, operations and prospects and regulatory considerations, among other things. Many of these factors are beyond the control of Seacoast and Apollo. We make no assurances as to whether or when the merger and the subsequent bank merger will be completed. Apollo shareholders and the bank minority shareholders should obtain current sale prices for shares of Seacoast common stock before voting their shares of Apollo common stock at the special meeting or returning an executed written consent with respect to shares of Apollo Bank common stock.

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The merger and subsequent bank merger will not be completed unless important conditions are satisfied or waived, including approval by Apollo shareholders and Apollo Bank shareholders.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger and the subsequent bank merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger and the bank merger will not occur or will be delayed and each of Seacoast and Apollo may lose some or all of the intended benefits of the merger and the subsequent bank merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before Seacoast and Apollo are obligated to complete the merger:

•

The merger agreement and the transactions contemplated thereby must have been approved by the affirmative vote of a majority of the outstanding shares of Apollo common stock and the bank merger agreement must have been approved by the affirmative vote of at least two-thirds of the outstanding shares of Apollo Bank common stock;

•

All regulatory consents required to consummate the transactions contemplated by the merger agreement must have been obtained and all waiting periods required by law must have expired and such consents must not be subject to any condition or consequence that would have a material adverse effect on Seacoast or any of its subsidiaries, including Apollo, after the effective time of the merger;

•

No order issued by any governmental authority preventing the consummation of the merger shall be in effect and no law or order shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits, restrains or makes illegal the consummation of the merger;

•

The registration statement (of which this proxy statement/prospectus/consent solicitation statement is a part) registering shares of Seacoast common stock to be issued in the merger must have been declared effective, no stop order may have been issued by the SEC and no action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement shall have been initiated and continuing;

•

The holders of no more than 5% of Apollo common stock shall have taken the actions required by the FBCA to qualify their common stock as dissenting shares;

•

Since the date of the merger agreement, no fact, circumstance or event shall have occurred that has had or is reasonably likely to have a material adverse effect on either party;

•

Directors and certain executive of Apollo and Apollo Bank shall have entered into claims letters and/or restrictive covenant agreements;

•

Apollo’s consolidated tangible shareholders’ equity as of the close of business on the 5th business day prior to the closing date shall not be less than $84.6 million, less the impact of after-tax permitted expenses, and Apollo Bank’s general allowance for loan and lease losses shall not be less than 1.00% of total loans and leases outstanding (excluding loans originated under the PPP);

•

All outstanding Apollo equity awards shall have been terminated and Apollo’s board of directors shall have taken all action necessary to terminate the Apollo stock plans;

•

Seacoast shall have received from its tax counsel a U.S. federal income tax opinion that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

•

The shares of Seacoast common stock to be issued pursuant to the merger shall have been approved for listing on the NASDAQ.

Consummation of the merger is a condition to Seacoast, SNB, and Apollo Bank’s obligation to complete the bank merger. As a result, the bank merger is also conditioned on the satisfaction or waiver, if permissible, of each of the conditions listed above with respect to the completion of the merger.

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For a more detailed description of the conditions set forth in the merger agreement that must be satisfied or waived to complete the merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page .

Shares of Seacoast common stock to be received by holders of Apollo common stock as a result of the merger and by the bank minority shareholders as a result of the bank merger will have rights different from the shares of Apollo common stock or Apollo Bank common stock.

Upon completion of the merger, the rights of former Apollo shareholders will be governed by the articles of incorporation, as amended, and bylaws of Seacoast. The rights associated with Apollo common stock are different from the rights associated with Seacoast common stock, although both companies are organized under Florida law. See “Comparison of Shareholders’ Rights” beginning on page for a discussion of the different rights associated with Seacoast common stock. Upon completion of the bank merger, the rights of bank minority shareholders will be governed by the articles of incorporation, as amended, and bylaws of Seacoast. The rights associated with Apollo Bank common stock are different from the rights associated with Seacoast common stock, although both companies are organized under Florida law.

Apollo and Apollo Bank shareholders will have a reduced ownership and voting interest after the merger and bank merger and will exercise less influence over management.

Apollo shareholders currently have the right to vote in the election of the board of directors of Apollo and on other matters affecting Apollo. Apollo Bank shareholders currently have the right to vote in the election of the board of directors of Apollo Bank and on other matters affecting Apollo Bank. Upon the completion of the merger and the bank merger, Apollo’s shareholders and the bank minority shareholders will be shareholders of Seacoast with a percentage ownership of Seacoast that is smaller than such shareholders’ current percentage ownership of Apollo and Apollo Bank. It is currently expected that the former shareholders of Apollo and the bank minority shareholders as a group will receive shares in the merger and the bank merger constituting approximately [•]% of the outstanding shares of the combined company’s common stock immediately after the merger. Because of this, Apollo shareholders and the bank minority shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Apollo and Apollo Bank.

If an Apollo shareholder or a bank minority shareholder exercises statutory dissenters’ rights, the value such shareholder receives could be less than the value of the merger consideration such shareholder would otherwise receive pursuant to the merger agreement or the bank merger agreement.

Pursuant to the FBCA, an Apollo shareholder who perfects dissenters’ rights as provided in such section is entitled to receive payment in cash of the value of each share of Apollo common stock held by such shareholder. The value of the share of Apollo common stock, as determined in accordance with the Florida statutes, may be less than the value of a share of the Apollo common stock such shareholder would otherwise receive pursuant to the merger agreement. See “The Merger — Dissenters’ Rights for Apollo Shareholders” beginning on page .

Pursuant to Section 215a of the United States Code, an Apollo Bank shareholder who perfects dissenters’ rights as provided in such section is entitled to receive payment in cash of the value of each share of Apollo Bank common stock held by such shareholder. The value of the share of Apollo Bank common stock, as determined in accordance with the United States Code, may be less than the value of a share of the Apollo Bank common stock such shareholder would otherwise receive pursuant to the bank merger agreement. See “The Bank Merger — Dissenters’ Rights for Apollo Bank Shareholders.” In addition, the exercise of appraisal rights by any bank minority shareholder may result in a breach of such shareholder’s obligations in connection with the shareholder support agreement previously executed by each bank minority shareholder.

Seacoast and Apollo will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Apollo and Seacoast.

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These uncertainties may impair Seacoast’s or Apollo’s ability to attract, retain and motivate key personnel, depositors and borrowers pending the consummation of the merger, as such personnel, depositors and borrowers may experience uncertainty about their future roles following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Seacoast or Apollo to seek to change existing business relationships with Seacoast or Apollo or fail to extend an existing relationship. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.

Seacoast and Apollo have a small number of key personnel. The pursuit of the merger and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations.

In addition, the merger agreement restricts Apollo from taking certain actions without Seacoast’s consent while the merger is pending. These restrictions may, among other matters, prevent Apollo from pursuing otherwise attractive business opportunities, selling assets, incurring indebtedness, engaging in significant capital expenditures in excess of certain limits set forth in the merger agreement, entering into other transactions or making other changes to Apollo’s business prior to consummation of the merger or termination of the merger agreement. These restrictions could have a material adverse effect on Apollo’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement — Conduct of Business Pending the Merger” beginning on page for a description of the covenants applicable to Apollo and Seacoast.

Seacoast may fail to realize the cost savings estimated for the merger and the bank merger.

Although Seacoast estimates that it will realize cost savings from the merger when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. For example, the combined purchasing power may not be as strong as expected, and therefore the cost savings could be reduced. In addition, unanticipated growth in Seacoast’s business may require Seacoast to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on Seacoast’s ability to combine the businesses of Seacoast and Apollo in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or Seacoast is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

The combined company expects to incur substantial expenses related to the merger.

The combined company expects to incur substantial expenses in connection with completing the merger and combining the business, operations, networks, systems, technologies, policies and procedures of Seacoast and Apollo. Although Seacoast and Apollo have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the completion of the merger. In addition, prior to completion of the merger, each of Apollo and Seacoast will incur or have incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, Seacoast and Apollo would have to recognize these expenses without realizing the anticipated benefits of the merger.

Seacoast and Apollo may waive one or more of the conditions to the merger.

Prior to or at the effective time of the merger, either party has the right to waive any default in the performance of any term of the merger agreement by the other party, to waive or extend the time for the

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compliance or fulfillment by the other party of any and all of such other party’s obligations under the merger agreement, and to waive any or all of the conditions to its obligations under the merger agreement.

The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

It is expected that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the obligation of Seacoast to complete the merger is conditioned upon the receipt of a U.S. federal income tax opinion to that effect from Seacoast’s tax counsel. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the Internal Revenue Service or the courts. If the merger does not qualify as a tax-free reorganization, then the holders of shares of Apollo common stock and Apollo Bank common stock will recognize any gain with respect to the entire consideration received in the merger, including any shares of Seacoast stock received as well as any cash received in lieu of fractional shares of Seacoast common stock. The consequences of the merger to any particular Apollo and Apollo Bank shareholder will depend on that shareholder’s individual situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

Regulatory approvals may not be received, may take longer than expected or impose conditions that are not presently anticipated.

Before the transactions contemplated by the merger agreement and the bank merger agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from bank regulatory authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on Seacoast following the merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the merger and the bank merger that are not anticipated or have a material adverse effect. If the consummation of the merger is delayed, including by a delay in receipt of necessary governmental approvals, the business, financial condition and results of operations of each company may also be materially adversely affected.

The opinion of Apollo’s and Apollo Bank’s financial advisor delivered to the boards of directors of Apollo and Apollo Bank prior to signing of the merger agreement will not reflect changes in circumstances since the date of the opinion.

Apollo’s and Apollo Bank’s boards of directors received an opinion from Apollo’s and Apollo Bank’s financial advisor regarding the aggregate transaction consideration in the proposed transaction that was delivered on and dated March 29, 2022. Subsequent changes in the operation and prospects of Seacoast or Apollo, general market and economic conditions and other factors that may be beyond the control of Seacoast or Apollo may significantly alter the value of Seacoast or Apollo or the price of the shares of Seacoast common stock by the time the merger is completed. The opinion of Apollo’s and Apollo Bank’s financial advisor does not speak at the time the merger is completed, or as of any other date other than the date of such opinion. For a description of the opinion of Apollo’s and Apollo Bank’s financial advisor, please refer to the sections entitled “The Merger — Opinion of Apollo’s and Apollo Bank’s Financial Advisor” beginning on page .

Apollo’s executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of Apollo shareholders.

Executive officers and the board of directors of Apollo negotiated the terms of the merger agreement with Seacoast, and the Apollo board of directors unanimously approved and recommended that Apollo shareholders vote to approve the merger agreement. In considering these facts and the other information contained in this proxy statement/prospectus/consent solicitation statement, you should be aware that certain Apollo executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of Apollo shareholders generally. See “The Merger — Interests of Apollo Directors and Executive Officers in the Merger” on page for information about these financial interests.

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The termination fees and the restrictions on third party acquisition proposals set forth in the merger agreement may discourage others from trying to acquire Apollo.

Until the completion of the merger, with some limited exceptions, Apollo is prohibited from soliciting, initiating, encouraging or participating in any discussion concerning a proposal to acquire Apollo, such as a merger or other business combination transaction, with any person other than Seacoast. In addition, Apollo has agreed to pay to Seacoast in certain circumstances a termination fee equal to $7.25 million. These provisions could discourage other companies from trying to acquire Apollo even though those other companies might be willing to offer greater value to Apollo shareholders than Seacoast has offered in the merger. The payment of any termination fee could also have an adverse effect on Apollo’s financial condition. See “The Merger Agreement — Third Party Proposals” beginning on page and “The Merger Agreement — Termination Fee” beginning on page .

Failure of the merger to be completed, the termination of the merger agreement or a significant delay in the consummation of the merger could negatively impact Seacoast and Apollo.

If the merger is not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated. If the consummation of the merger is delayed, the business, financial condition and results of operations of each company may be materially adversely affected. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

If either or both of the mergers are not completed, Seacoast, Apollo and Drummond will have incurred substantial expenses without realizing the expected benefits of the mergers.

Each of Seacoast, Apollo and Drummond has incurred and will incur substantial non-recurring expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreements, as well as the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus/consent solicitation statement and all filing and other fees paid to the SEC and other regulatory agencies in connection with the mergers. While each of Seacoast, Apollo and Drummond have assumed that a certain level of expenses would be incurred in connection with the mergers, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses. If either or both of the mergers are not completed, Seacoast, Apollo and/or Drummond will have to recognize these expenses without realizing the expected benefits of the merger.

Some of the performing loans in the Apollo Bank loan portfolio being acquired by Seacoast may be under-collateralized, which could affect Seacoast’s ability to collect all of the loan amount due.

In an acquisition transaction, the purchasing financial institution may be acquiring under-collateralized loans from the seller. Under-collateralized loans are risks that are inherent in any acquisition transaction and are mitigated through the loan due diligence process that the purchaser performs and the estimated fair market value adjustment that the purchaser places on the seller’s loan portfolio. When it acquires a loan portfolio, Seacoast will establish an allowance for credit losses to recognize the full amount of expected credit losses over the life of the acquired loans. With respect to the Apollo Bank loan portfolio, Seacoast has preliminarily estimated a $16.4 million allowance for credit losses which Seacoast believes is adequate to mitigate the risk of under-collateralized, non-performing loans. There is no assurance that the allowance for credit losses that Seacoast will place on the Apollo Bank loan portfolio to mitigate against under-collateralized, non-performing loans will be adequate or that Seacoast will not incur losses that could be greater than this estimate.

Sales of substantial amounts of Seacoast common stock in the open market by former Apollo shareholders and/or bank minority shareholders could depress Seacoast’s stock price.

Shares of Seacoast common stock that are issued to Apollo shareholders in the merger and bank minority shareholders in the bank merger will be freely tradable without restrictions or further registration

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under the Securities Act, except that shares of Seacoast common stock received by persons who are or become affiliates of Seacoast for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Based on the number of shares of Apollo common stock outstanding as of the Apollo record date and the number of shares of Apollo Bank common stock held by the bank minority shareholders, Seacoast currently expects to issue approximately 4,518,718 shares of Seacoast common stock in connection with the merger and the bank merger. If the merger and the bank merger are completed and if former shareholders of Apollo or Apollo Bank sell substantial amounts of Seacoast common stock in the public market following completion of the merger and the bank merger, the market price of Seacoast common stock may decrease. These sales might also make it more difficult for Seacoast to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Litigation may be filed against the board of directors of Seacoast or Apollo that could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

In connection with the merger, it is possible that Seacoast shareholders or Apollo shareholders may file putative class action lawsuits against the board of directors of Seacoast or Apollo. Among other remedies, these shareholders could seek to enjoin the merger. The outcome of any such litigation is uncertain. If a dismissal is not granted or a settlement is not reached, such potential lawsuits could prevent or delay completion of the merger and result in substantial costs to Seacoast and Apollo, including any costs associated with indemnification obligations of Seacoast or Apollo. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations, cash flows and market price.

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus/consent solicitation statement, including statements included or incorporated by reference in this proxy statement/prospectus/consent solicitation statement, are not statements of historical fact and constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be protected by the safe harbor provided by the same. These statements are subject to risks and uncertainties, and include information about possible or assumed future results of operations of Seacoast after the merger is completed as well as information about the merger. Words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions, or the negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Many possible events or factors could affect the future financial results and performance of each of Seacoast and Apollo before the merger or Seacoast after the merger, and could cause those results or performance to differ materially from those expressed in the forward-looking statements. These possible events or factors include, but are not limited to:

•

the failure to obtain the approval of Apollo shareholders and Apollo Bank shareholders in connection with the merger;

•

the ongoing impacts and disruptions resulting from COVID-19 or other variants on the economies and communities we serve, which has had and may likely continue to have an adverse impact on our business operations and performance, and could continue to have a negative impact on our credit portfolio, stock price, borrowers and the economy as a whole both globally and domestically;

•

the risk that the merger may not be completed in a timely manner or at all, which may adversely affect Seacoast’s and Apollo’s business and the price of Seacoast common stock;

•

the risk that a condition to closing of the proposed merger may not be satisfied;

•

the risk that a required regulatory approval for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated;

•

the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger;

•

the parties’ ability to promptly and effectively integrate the businesses of Seacoast and Apollo, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses;

•

the diversion of management time on issues related to the merger;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

•

the effect of the announcement or pendency of the merger on Seacoast’s customer, employee and business relationships, operating results, and business generally;

•

deposit attrition, operating costs, customer loss and business disruption following the proposed merger, including difficulties in maintaining relationships with employees, may be greater than expected;

•

reputational risks and the reaction of the companies’ customers to the proposed merger;

•

customer acceptance of the combined company’s products and services;

•

increased competitive pressures and solicitations of customers and employees by competitors;

•

the failure to consummate or delay in consummating the merger for other reasons;

•

the outcome of any legal proceedings that may be instituted against Seacoast or Apollo related to the merger agreement or the merger;

•

changes in laws or regulations;

•

the dilution caused by Seacoast’s issuance of additional shares of its common stock in the merger or related to the merger;

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•

the sale price of Seacoast common stock could decline before the completion of the merger, including as a result of the financial performance of Seacoast or Apollo or more generally due to broader stock market movements and the performance of financial companies and peer group companies;

•

changes in interest rates, deposit flows, loan demand and real estate values; and

•

changes in general business, economic and market conditions.

For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the “Risk Factors” section of this proxy statement/prospectus/consent solicitation statement, as well as the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Seacoast’s most recent Form 10-K report and Form 10-Q, which are available online at www.sec.gov, and is incorporated by reference herein. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Seacoast or Apollo. The forward-looking statements are made as of the date of this proxy statement/prospectus/consent solicitation statement or the date of the applicable document incorporated by reference into this proxy statement/prospectus/consent solicitation statement. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SEACOAST SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data as of and for the twelve months ended December 31, 2021, 2020, 2019, 2018 and 2017 is derived from the audited consolidated financial statements of Seacoast. The following selected historical consolidated financial data as of and for the three months ended March 31, 2022 and 2021, is derived from the unaudited consolidated financial statements of Seacoast 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 Seacoast’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 three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2022 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 Seacoast’s audited consolidated financial statements and accompanying notes included in Seacoast’s Annual Report on Form 10-K for the twelve months ended December 31, 2021; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Seacoast’s unaudited consolidated financial statements and accompanying notes included in Seacoast’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022, both of which are incorporated by reference into this proxy statement/prospectus. See “Documents Incorporated by Reference” beginning on page .

	(unaudited) Three Months ended March 31,						Year Ended December 31,
(Amounts in thousands, except per share data)	2022			2021			2021			2020			2019			2018			2017
Net interest income		$	76,522		$	66,610		$	276,025		$	262,743		$	243,618		$	211,515		$	176,296
Provision for credit losses			6,556			(5,715)			(9,421)			38,179			10,999			11,730			5,648
Noninterest income:
Other			15,825			17,785			71,305			60,335			55,515			50,645			43,230
Gain on sale of VISA stock			—			—			—			—			—			—			15,153
Securities gains/(losses), net			(452)			(114)			(578)			1,235			1,217			(623)			86
Noninterest expenses			58,917			46,120			197,435			185,552			160,739			162,273			149,916
Income before income taxes			26,422			43,876			158,738			100,582			128,612			87,534			79,201
Provision for income taxes			5,834			10,157			34,335			22,818			29,873			20,259			36,336
Net income		$	20,588		$	33,719		$	124,403		$	77,764		$	98,739		$	67,275		$	42,865
Per Share Data
Net income available to common shareholders:
Diluted		$	0.33		$	0.60		$	2.18		$	1.44		$	1.90		$	1.38		$	0.99
Basic			0.34			0.61			2.20			1.45			1.92			1.40			1.01
Cash dividends declared			0.13			—			0.39			0.00			0.00			0.00			0.00
Book value per common share			22.15			20.89			2.40			20.46			19.13			16.83			14.70
Assets		$	10,904,817		$	8,811,820		$	9,681,433		$	8,342,392		$	7,108,511		$	6,747,659		$	5,810,129
Net loans			6,361,379			5,574,849			5,841,714			5,642,616			5,163,250			4,792,791			3,790,255
Deposits			9,243,768			7,385,749			8,067,589			6,932,561			5,584,753			5,177,240			4,592,720
Shareholders’ equity			1,356,285			1,155,349			1,310,736			1,130,402			985,639			864,267			689,664
Performance Ratios
Return on average assets			0.79%			1.61%			1.33%			0.99%			1.45%			1.11%			0.82
Return on average equity			5.96			12.03			10.24			7.44			10.63			9.08			7.51
Average equity to average assets			13.18			13.39			13.02			13.30			13.60			12.23			10.96

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MARKET PRICES AND DIVIDEND INFORMATION

The following tables show, for the indicated periods, the high and low sales prices per share for Seacoast common stock, as reported on NASDAQ. Cash dividends declared and paid per share on Seacoast common stock are also shown for the periods indicated below.

	Seacoast Common Stock
	High			Low			Dividends
2020
First Quarter		$	30.87		$	13.30		$	—
Second Quarter		$	25.89		$	16.02		$	—
Third Quarter		$	22.23		$	17.00		$	—
Fourth Quarter		$	30.26		$	17.62		$	—
2021
First Quarter		$	40.93		$	28.52		$	—
Second Quarter		$	38.87		$	33.00		$	0.13
Third Quarter		$	34.56		$	29.28		$	0.13
Fourth Quarter		$	38.48		$	32.38		$	0.13
2022
First Quarter		$	39.31		$	32.40		$	0.13
Second Quarter (through , 2022)

Apollo Bancshares, Inc.

As of April 30, 2022, there were 3,766,412 shares of Apollo common stock, $0.01 par value per share, outstanding, which were held by approximately 268 holders of record.

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INFORMATION ABOUT THE APOLLO SPECIAL MEETING

This section contains information about the special meeting of Apollo shareholders. The Apollo board of directors is mailing this proxy statement/prospectus/consent solicitation statement to you, as an Apollo shareholder, on or about , 2022. Together with this proxy statement/prospectus/consent solicitation statement, the Apollo board of directors is also sending you a notice of the special meeting of Apollo shareholders and a form of proxy that the Apollo board of directors is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.

Time, Date, and Place

The special meeting is scheduled to be held on , 2022 at , local time, at , , Florida.

Matters to be Considered at the Meeting

At the special meeting, Apollo shareholders will be asked to consider and vote on:

•

a proposal to approve and adopt the merger agreement, which we refer to as the merger proposal;

•

a proposal to approve a portion of certain compensatory payments that Eduardo Arriola is or may be entitled to receive in connection with the merger or certain subsequent events in order to avoid any potential adverse federal tax consequences for Mr. Arriola under Sections 280G and 4999 of the Code, which we refer to as the Arriola 280G proposal;

•

a proposal to approve a portion of certain compensatory payments that Ramon Rodriguez is or may be entitled to receive in connection with the merger or certain subsequent events in order to avoid any potential adverse federal tax consequences for Mr. Rodriguez under Sections 280G and 4999 of the Code , which we refer to as the Rodriguez 280G proposal;

•

a proposal of the Apollo board of directors to adjourn or postpone the special meeting, if necessary or appropriate, including to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement or the 280G proposal, which we refer to as the adjournment proposal; and

•

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

At this time, the Apollo board of directors is unaware of any other matters that may be presented for action at the special meeting. If any other matters are properly presented, however, and you have completed, signed and submitted your proxy, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters. A copy of the merger agreement is included in this proxy statement/prospectus/consent solicitation statement as Appendix A, and we encourage you to read it carefully in its entirety.

Recommendation of the Apollo Board of Directors

The Apollo board of directors recommends that Apollo shareholders vote “FOR” the merger proposal, “FOR” the Arriola 280G proposal, “FOR” the Rodriguez 280G proposal, and “FOR” the adjournment proposal. See “The Merger — Apollo’s Reasons for the Merger and Recommendations of the Apollo Board of Directors,” “Arriola 280G Proposal,” and “Rodriguez 280G proposal.”

Record Date and Quorum

, 2022 has been fixed as the record date for the determination of Apollo shareholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. At the close of business on the record date, there were [•] shares of Apollo common stock outstanding and entitled to vote at the special meeting, held by approximately [•] holders of record.

A quorum is necessary to transact business at the special meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Apollo common stock entitled to vote at the meeting

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is necessary to constitute a quorum. Shares of Apollo common stock represented at the special meeting but not voted, including shares that a shareholder abstains from voting, will be counted for purposes of establishing a quorum. Once a share of Apollo common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum not only at the special meeting but also at any adjournment or postponement of the special meeting. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed.

Required Vote

The affirmative vote of a majority of the outstanding shares of Apollo common stock must vote in favor of the proposal to approve the merger agreement. If you vote to “ABSTAIN” with respect to the merger proposal or if you fail to vote on the merger proposal, this will have the same effect as voting “AGAINST” the merger proposal.

Approval of the Arriola 280G proposal requires the affirmative vote of the holders of more than 75% of the voting power of the outstanding shares of Apollo common stock (excluding shares held by Mr. Arriola, Mr. Rodriguez and certain related parties). If you vote to “ABSTAIN” with respect to the Arriola 280G proposal or if you fail to vote on the Arriola 280G proposal, this will have the same effect as voting “AGAINST” the Arriola 280G proposal.

Approval of the Rodriguez 280G proposal requires the affirmative vote of the holders of more than 75% of the voting power of the outstanding shares of Apollo common stock (excluding shares held by Mr. Arriola, Mr. Rodriguez and certain related parties). If you vote to “ABSTAIN” with respect to the Rodriguez 280G proposal or if you fail to vote on the Rodriguez 280G proposal, this will have the same effect as voting “AGAINST” the Rodriguez 280G proposal.

The adjournment proposal will be approved if the votes of Apollo common stock cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. If you vote to “ABSTAIN” with respect to the adjournment proposal or if you fail to vote on the adjournment proposal, this will have no effect on the outcome of the vote on the adjournment proposal.

Each share of Apollo common stock you own as of the record date for the special meeting entitles you to one vote at the special meeting on all matters properly presented at the meeting.

How to Vote — Shareholders of Record

Voting in Person. If you are a shareholder of record, you can vote in person by submitting a ballot at the special meeting. Nevertheless, we recommend that you vote by proxy as promptly as possible, even if you plan to attend the special meeting. This will ensure that your vote is received. If you attend the special meeting, you may vote by ballot, thereby canceling any proxy previously submitted.

Voting by Proxy. Your proxy card includes instructions on how to vote by mailing in the proxy card. If you choose to vote by proxy, please mark each proxy card you receive, sign and date it, and promptly return it in the envelope enclosed with the proxy card. If you sign and return your proxy without instruction on how to vote your shares, your shares will be voted “FOR” the merger proposal, “FOR” the Arriola 280G proposal, “FOR” the Rodriguez 280G proposal, and “FOR” the adjournment proposal. At this time, the Apollo board of directors is unaware of any other matters that may be presented for action at the special meeting. If any other matters are properly presented, however, and you have signed and returned your proxy card, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters. Please do not send in your stock certificates with your proxy card. If the merger is completed, then you will receive a separate letter of transmittal and instructions on how to surrender your Apollo stock certificates for the merger consideration.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

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Revocation of Proxies

You can revoke your proxy at any time before your shares are voted. If you are a shareholder of record, then you can revoke your proxy by:

•

submitting another valid proxy card bearing a later date;

•

attending the special meeting and voting your shares in person; or

•

delivering prior to the special meeting a written notice of revocation to Apollo’s Corporate Secretary at the following address: Apollo Bancshares, Inc., 1150 South Miami Avenue, Miami, Florida 33130.

If you choose to send a completed proxy card bearing a later date or a notice of revocation, the new proxy card or notice of revocation must be received before the beginning of the special meeting. Attendance at the special meeting will not, in and of itself, constitute revocation of a proxy. If you hold your shares in street name with a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote. Your last vote will be the vote that is counted.

Shares Subject to Support Agreement; Shares Held by Directors and Executive Officers

As of the record date, directors and executive officers of Apollo and their affiliates owned and were entitled to vote 732,429 shares of Apollo common stock (excluding approximately 226,616 shares which may be acquired by such persons upon the exercise of vested stock options and 33,000 shares which may be acquired by such persons upon the exercise of warrants), representing approximately 19.45% of the outstanding shares of Apollo common stock entitled to vote on that date.

A total of 732,429 shares of Apollo common stock, representing approximately 19.45% of the outstanding shares of Apollo common stock entitled to vote at the special meeting, are subject to a support agreement between Seacoast and each of Apollo’s directors and executive officers who held shares of Apollo common stock as of the date of the merger agreement, (excluding approximately 226,616 shares which may be acquired by such persons upon the exercise of vested stock options and 33,000 shares which may be acquired by such persons upon the exercise of warrants). Pursuant to the support agreement, each director and executive officer of Apollo who held shares of Apollo common stock as of the date of the merger agreement have agreed to, at any meeting of Apollo shareholders, however called, or any adjournment or postponement thereof (and subject to certain exceptions):

•

vote (or cause to be voted) all shares of Apollo common stock owned by such shareholder in favor of the approval of the terms of the merger agreement, the merger and each of the transactions contemplated by the merger agreement;

•

not vote or grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the merger agreement, the merger and the transactions contemplated by the merger agreement; and

•

vote (or cause to be voted) his shares against any competing transaction.

Pursuant to the shareholder support agreement, without the prior written consent of Seacoast, each director and certain executive officers have further agreed not to sell or otherwise transfer any shares of Apollo common stock. The foregoing summary of the shareholder support agreement entered into by Apollo’s directors and certain executive officers who held shares of Apollo common stock as of the date of the merger agreement does not purport to be complete, and is qualified in its entirety by reference to the form of shareholder support agreement attached as Exhibit B to the merger agreement, which is attached as Appendix A to this document.

For more information about the beneficial ownership of Apollo common stock by each 5% or greater beneficial owner, each director and executive officer and executive officers as a group, see “Beneficial Ownership of Apollo Common Stock by Management and Principal Shareholders of Apollo.”

Solicitation of Proxies

The proxy for the special meeting is being solicited on behalf of the Apollo board of directors. Apollo will bear the entire cost of soliciting proxies from you. Apollo will reimburse brokerage firms and other

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custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Apollo stock. Proxies will be solicited principally by mail, but may also be solicited by the directors, officers, and other employees of Apollo in person or by telephone, facsimile or other means of electronic communication. Directors, officers and employees will receive no compensation for these activities in addition to their regular compensation, but may be reimbursed for out-of-pocket expenses in connection with such solicitation.

Attending the Meeting

All holders of Apollo common stock, including shareholders of record and shareholders who hold their shares in street name through banks, brokers or other nominees, are cordially invited to attend the special meeting. Shareholders of record can vote in person at the special meeting. If you are not a shareholder of record and would like to vote in person at the special meeting, you must produce a legal proxy executed in your favor by the record holder of your shares. In addition, you must bring a form of personal photo identification with you in order to be admitted at the special meeting. We reserve 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 special meeting is prohibited without Apollo’s express written consent.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy or vote, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or the enclosed proxy card or voting instructions, please contact Apollo at:

Apollo Bancshares, Inc.
1150 South Miami Avenue
Miami, Florida 33130
Telephone: (305) 398-9000
Attn: Eduardo Arriola, Chairman, President, & Chief Executive Officer

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INFORMATION ABOUT APOLLO BANK’S SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation

The shareholders of Apollo Bank are being asked to execute and deliver a written consent to, among other matters set forth therein, (i) approve the bank merger agreement and the transactions contemplated by the bank merger agreement, which we refer to as the bank merger proposal, (ii) approve certain compensatory payments that Eduardo Arriola is or may be entitled to receive in connection with the merger and bank merger, or certain subsequent events, estimated to total $[ ], which we refer to as the Arriola 280G proposal, and (iii) approve certain compensatory payments that Ramon Rodriguez is or may be entitled to receive in connection with the merger and bank merger, or certain subsequent events, estimated to total $[ ], which we refer to as the Rodriguez 280G proposal.

The board of directors of Apollo Bank has unanimously declared that the bank merger agreement and the transactions contemplated thereby, including the bank merger, as well as the Arriola 280G proposal and the Rodriguez 280G proposal, are advisable, fair to and in the best interests of Apollo Bank and its shareholders, approved the bank merger agreement, and recommended that the shareholders of Apollo Bank approve and adopt the bank merger agreement and approve the Arriola 280G proposal and the Rodriguez 280G proposal.

The board of directors of Apollo Bank recommend that the shareholders of Apollo Bank approve the bank merger proposal, the Arriola 280G proposal, and the Rodriguez 280G proposal pursuant to the written consent. Apollo Bank shareholders’ approval of the bank merger proposal, the Arriola 280G proposal, and the Rodriguez 280G proposal and such other matters set forth in the written consent as a shareholder of Apollo Bank may be provided by executing and delivering the enclosed written consent.

Record Date

The board of directors of Apollo Bank has set , 2022 as the record date for the determination of Apollo Bank shareholders entitled to sign and deliver the written consent with respect to the bank merger proposal. At the close of business on the record date, there were 3,967,608 shares of Apollo Bank common stock outstanding and entitled to vote on the bank merger proposal, of which 3,358,973 shares are held by Apollo and 608,635 shares are held by three individual holders of record.

Only shareholders of record holding shares of Apollo Bank common stock as of the close of business on the record date are entitled to sign and deliver the written consent with respect to the bank merger proposal.

Consents; Required Consents

Concurrently with the execution and delivery of the merger agreement and the bank merger agreement, certain shareholders of Apollo Bank, solely in their respective capacities as Apollo Bank shareholders, entered into a support agreement between Seacoast and the bank minority shareholders. Pursuant to the support agreement, each bank minority shareholder agreed to, at any meeting of Apollo Bank shareholders, however called, or any adjournment or postponement thereof (and subject to certain exceptions):

•

vote (or cause to be voted) all shares of Apollo Bank common stock owned by such shareholder in favor of the approval of the terms of the bank merger agreement, the merger and each of the transactions contemplated by the bank merger agreement;

•

not vote or grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the bank merger agreement, the bank merger and the transactions contemplated by the bank merger agreement; and

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•

vote (or cause to be voted) his shares against any competing transaction.

Pursuant to the bank shareholder support agreement, without the prior written consent of Seacoast, each bank minority shareholder further agreed not to sell or otherwise transfer any shares of Apollo Bank common stock. The foregoing summary of the bank shareholder support agreement entered into by the bank minority shareholders does not purport to be complete, and is qualified in its entirety by reference to the form of shareholder support agreement attached as Exhibit B to the merger agreement, which is attached as Appendix A to this document. The bank minority shareholders who have entered into the bank shareholder support agreement hold an aggregate of 608,635 shares of Apollo common stock, representing 15.34% of the outstanding shares of Apollo Bank common stock.

The remaining 84.66% of the outstanding shares of Apollo Bank are held by Apollo. On March 29, 2022, the board of directors of Apollo authorized Apollo, as a shareholder of Apollo Bank, to approve and adopt the bank merger agreement and the bank merger by written consent. The delivery of a written consent by Apollo in accordance with these previously adopted resolutions will be sufficient to approve the bank merger proposal and, as a result, approval of the bank merger proposal is assured. Notwithstanding the assured receipt of a written consent from Apollo, in its capacity as a shareholder of Apollo Bank, the individual shareholders of Apollo Bank are each required to submit a written consent in favor of the bank merger proposal pursuant to the terms of the bank shareholder support agreement.

Written consents from the holders representing more than 75% of the voting power of the outstanding shares of Apollo Bank common stock is required for approval of each of the Arriola 280G proposal and the Rodriguez 280G proposal. Apollo, as the holder of 84.66% of the outstanding shares of Apollo Bank must approve each of the Arriola 280G proposal and the Rodriguez 280G proposal and may only approve such proposals if each proposal is approved by the affirmative vote of the holders of more than 75% of the voting power of the outstanding shares of Apollo common stock (excluding shares held by Mr. Arriola, Mr. Rodriguez, and certain related parties). Apollo has authorized [ ] to approve the Arriola 280G proposal and the Rodriguez 280G proposal by written consent on behalf of Apollo, in its capacity as a shareholder of Apollo Bank, subject to the approval by the Apollo shareholders.

Submission of Written Consent

Apollo Bank shareholders may consent to the bank merger proposal, the Arriola 280G proposal, and the Rodriguez 280G proposal with respect to their respective shares of Apollo Bank common stock entitled to vote thereon by completing, dating, and signing the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and returning it to Apollo Bank by [ ], 2022.

If an Apollo Bank shareholder holds shares of Apollo Bank common stock as of the close of business on the record date and the Apollo Bank shareholder wishes to act by written consent to, among other things, approve the bank merger agreement, such Apollo Bank shareholder must fill out the enclosed written consent, date, and sign it, and promptly return it to Apollo Bank. Apollo Bank shareholders may return their written consents to Apollo Bank by emailing a .pdf copy to [ ]at [ ] or by mailing their written consent to [ ]. Executing and delivering a written consent to Apollo Bank will result in the loss of an Apollo Bank shareholder’s dissenters’ or appraisal rights with respect to its shares of Apollo Bank common stock covered by such written consent.

Each Apollo Bank shareholder is urged to return a completed, dated, and signed written consent by [ ], 2022. Apollo Bank reserves the right to extend the final date for the receipt of signatures to the written consent beyond this date. Any such extension may be made without notice to Apollo Bank shareholders.

Executing Consent; Revocation of Consents

Execution and delivery of a written consent with respect to the Bank merger proposal, the Arriola 280G proposal, and the Rodriguez 280G proposal is equivalent to a vote for each proposal. If an Apollo Bank shareholder fails to execute and return its written consent, or otherwise withholds its written consent, it has the same effect as voting as an Apollo Bank shareholder against the Bank merger proposal, the Arriola 280G proposal, and the Rodriguez 280G proposal.

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If an Apollo Bank shareholder is a record holder of shares of Apollo Bank common stock as of the close of business on the record date, the shareholder may change or revoke their written consent (subject to any contractual obligations such shareholder may otherwise have) at any time prior to [ ], central time, on [ ], 2022. If an Apollo Bank shareholder wishes to change or revoke its consent before that time, it may do so by sending a notice of revocation by emailing a .pdf copy to [ ]at [ ] or by mailing your notice of revocation of written consent to [ ]. However, notwithstanding the foregoing, pursuant to the bank shareholder support agreement, the signatures to the written consent to be received by Apollo Bank from bank minority shareholders are not revocable.

Recommendation of the Apollo Bank Board of Directors

Apollo Bank’s board of directors believes that each of the bank merger agreement, the bank merger, the Arriola 280G proposal, and the Rodriguez 280G proposal is in the best interest of Apollo Bank and its shareholders. Accordingly, Apollo Bank’s board of directors has unanimously approved the bank merger agreement and the transactions contemplated thereby, including the bank merger, the Arriola 280G proposal, and the Rodriguez 280G proposal, and unanimously recommends that Apollo Bank’s shareholders approve and adopt the bank merger agreement and the bank merger and approve the Arriola 280G proposal and the Rodriguez 280G proposal by executing the enclosed written consent and returning a signed written consent to Apollo Bank no later than [ ], 2022.

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APOLLO BANK PROPOSAL 1: THE MERGER

APOLLO BANK PROPOSAL 1: THE BANK MERGER

Background of the Merger

Over the past several years, as a part of its ongoing consideration and evaluation of long-term prospects and strategies, the Apollo board of directors and senior management have regularly assessed strategic alternatives for enhancing shareholder value, including as to growth opportunities and operational efficiencies with the objective to enhance profitability and prospects. The strategic discussions have focused on, among other things, the business environment facing financial institutions generally and Apollo, in particular, as well as conditions and ongoing consolidation in the financial services industry. In contemplating its strategic objectives, the board of directors of Apollo found it important to consider potential merger opportunities to enhance shareholder value while at the same time continuing to provide quality products and services to its local communities and customers.

During 2021 and early 2022, a KBW representative provided periodic updates to Eduardo Arriola (Chairman and Chief Executive Officer of Apollo) on the Florida banking industry, and the merger and acquisitions landscape.

On August 11, 2021, Chuck Shaffer, Chairman and Chief Executive Officer of Seacoast, met with Mr. Arriola to discuss Seacoast’s interest in exploring a potential merger with Apollo and discussed the terms of such potential merger. Following the start of discussions between Apollo and Seacoast, KBW was engaged to act as financial advisor to Apollo and Apollo Bank in connection with the contemplated potential acquisition of Apollo and Apollo Bank by Seacoast. On December 27, 2021, Seacoast signed a confidentiality agreement with Apollo. Also on December 27, 2021, Seacoast received access to an internet virtual data room containing confidential information regarding Apollo.

On January 5, 2022, Mr. Arriola met with the Seacoast team in Stuart, Florida, and discussions continued regarding a potential transaction. The parties engaged in negotiations over the proposed exchange ratio, finally agreeing to 1.006529 shares of Seacoast common stock for each share of Apollo common stock and 1.195651 shares of Seacoast common stock for each share of Apollo Bank common stock held by the minority bank shareholders, which represented a $37.99 per share price for Apollo shareholders (assuming conversion of minority shareholders of Apollo Bank into Apollo shareholders) and an implied aggregate transaction value of approximately $177.5 million, based on Seacoast’s February 9, 2022 closing price. A letter of intent was signed on February 10, 2022, granting Seacoast exclusivity to continue its due diligence review and for the parties to consider, discuss and negotiate any definitive agreement and related agreements until the earlier of April 15, 2022 or the date on which the parties agreed to discontinue discussions. During the course of negotiations, the proposed transaction was changed so that, instead of bank minority shareholders converting into Apollo shareholders, shareholders of Apollo Bank (excluding Apollo) would receive 1.195651 shares of Seacoast common stock for each share of Apollo Bank common stock while Apollo shareholders would receive 1.006529 shares of Seacoast common stock for each share of Apollo common stock. The implied aggregate transaction value based on Seacoast’s February 9, 2022 closing price remained approximately $177.5 million.

During February and March, Seacoast conducted a formal due diligence review of Apollo, which included credit review and management meetings, and the parties began to discuss and negotiate the terms of a definitive agreement. Also, during this time frame, Seacoast and its outside legal counsel reviewed and analyzed diligence materials that were posted by Apollo and its representative to the virtual data room.

In March 2022, Apollo conducted a reverse due diligence review of Seacoast.

In March 2022 additional discussions were held between Seacoast and Apollo representatives concerning the negotiation of definitive transaction agreements, and the parties exchanged and discussed several drafts of the various transaction agreements. During March 2022, representatives of Apollo and Seacoast continued to negotiate and finalize the definitive transaction agreements, including the merger agreement, voting agreements for directors, noncompetition agreements for directors and officers, claims letters for directors, and agreements with executive officers of Apollo.

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On March 29, 2022, the board of directors of Apollo held a special meeting with representatives of KBW and legal counsel also in attendance. The directors reviewed the terms of the merger agreement and the merger, and other relevant information. At the meeting, KBW reviewed the financial aspects of the proposed transaction and rendered to the boards of directors of Apollo and Apollo Bank an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the aggregate transaction consideration in the proposed transaction was fair, from a financial point of view, to the holders of Apollo common stock and Apollo Bank common stock (excluding Apollo), collectively as a group. In addition, legal counsel reviewed with the directors of Apollo the most recent draft of the proposed merger agreement and related transaction documents, and the legal standards applicable to the Apollo board’s decisions and actions with respect to the proposed transaction. Following a discussion of these matters and other factors listed under “— Recommendation of the Apollo Board of Directors and reasons for the Merger” below, the board of directors of Apollo concluded that the merger of Apollo with and into Seacoast National Bank were fair to and in the best interest of Apollo and its shareholders and unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommended that Apollo’s shareholders approve the merger agreement.

On March 29, 2022, the board of directors of Apollo Bank held a special meeting with representatives of KBW and legal counsel also in attendance. The directors reviewed the terms of the merger agreement, the bank merger agreement, and the bank merger, and other relevant information. At the meeting, KBW reviewed the financial aspects of the proposed transaction and its opinion to the boards of directors of Apollo and Apollo Bank to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the aggregate transaction consideration in the proposed transaction was fair, from a financial point of view, to the holders of Apollo common stock and Apollo Bank common stock (excluding Apollo), collectively as a group. In addition, legal counsel reviewed with the directors of Apollo Bank the most recent draft of the proposed merger agreement and bank merger agreement and related transaction documents, and the legal standards applicable to the Apollo Bank board’s decisions and actions with respect to the proposed transaction. Following a discussion of these matters and other factors listed under “—Recommendation of the Apollo Bank Board of Directors and reasons for the Bank Merger” below, the board of directors of Apollo Bank concluded that the merger of Apollo Bank with and into Seacoast National Bank were fair to and in the best interest of Apollo Bank and its shareholders and unanimously approved and adopted the bank merger agreement and the transactions contemplated thereby and recommended that Apollo Bank’s shareholders approve the bank merger agreement.

On March 29, 2022, Seacoast’s board of directors met in special session to review and consider the merger agreement and the transactions and agreements contemplated by it. The management team made a presentation relating to the strategic and financial considerations and rationale of the transaction. Further to this discussion, a representative of Piper Sandler & Co. reviewed the principal terms of the proposed transaction and the financial impacts of the merger on Seacoast and provided comparable transaction analysis for other Florida and national bank mergers. At the meeting, Alston & Bird reviewed for the directors the terms and conditions of the merger agreement, the merger and the various agreements to be signed in connection with the merger agreement, and engaged in discussions with the board members on such matters. After additional discussion and deliberation, the Seacoast board of directors adopted and approved the draft merger agreement and the transactions and agreements contemplated by it and determined that the merger agreement and the transactions contemplated by it were in the best interests of Seacoast and its shareholders.

On March 29, 2022, the parties signed the merger agreement and the related agreements and a press release announcing the transaction was issued that evening. A conference call to discuss the merger was held the next morning on March 30, 2022.

Apollo’s Reasons for the Merger and Recommendation of the Apollo Board of Directors

The proximity of SNB and Apollo and the logical geographic scope of the combined bank should position the combined bank for continued organic strategic growth in the combined market area. SNB has an established presence on the Atlantic coast of Southern Florida, including Fort Lauderdale. This merger

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creates an excellent opportunity to expand SNB’s presence in the Miami, Florida banking market and continue expanding in key markets. Joining with SNB will provide Apollo’s customers a broader array of products and services across a larger footprint and create value for Apollo’s employees, customers, and community. SNB operates 58 traditional offices across Florida’s fastest growing markets, including Fort Lauderdale, West Palm Beach, Orlando, Tampa and Naples.

Apollo’s board deliberated and unanimously approved the merger agreement at a board meeting held on March 29, 2022. In reaching its determination to approve the merger agreement and the transactions contemplated thereby, including the merger, Apollo’s board evaluated the merger in consultation with Apollo’s management and Apollo’s financial and legal advisors and considered a number of factors. The following is a discussion of information and factors considered by Apollo’s board in reaching this determination. This discussion is not intended to be exhaustive but includes the material factors considered by Apollo’s board. In the course of its deliberations with respect to the merger, Apollo’s board discussed the anticipated impact of the merger on Apollo, Apollo’s shareholders, and the communities that Apollo serves.

Apollo’s board believes that the merger is in the best interest of Apollo and its shareholders. Accordingly, Apollo’s board has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Apollo’s shareholders vote “FOR” approval of the merger agreement and the transactions contemplated thereby.

The Apollo board believes that combining with Seacoast will create a stronger and more diversified organization that will provide significant benefits to Apollo’s shareholders and customers alike.

The terms of the merger agreement, including the consideration to be paid to Apollo’s shareholders, were the result of arm’s-length negotiations between representatives of Apollo and representatives of Seacoast. In arriving at its determination to approve the merger agreement and the transactions contemplated thereby, Apollo’s board considered a number of factors, including the following:

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the value of the consideration to be received by the shareholders of Apollo relative to the book value and earnings per share of Apollo common stock;

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the likelihood of success of the combined company in executing on its business strategy;

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the financial terms of recent business combinations in the financial services industry, particularly in the Southeast, and a comparison of multiples of selected combinations with the terms of the proposed transaction with Seacoast;

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the historical price performance of Seacoast common stock;

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the alternatives to the merger, including remaining an independent institution;

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the competitive and regulatory environment for financial institutions generally;

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the business prospects for Apollo going forward, as projected by management and viewed in light of the changing economic and competitive landscape;

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the fact that the merger presents a liquidity opportunity for Apollo’s shareholders;

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the fact that the merger is structured as a reorganization under Section 368(a) of the Internal Revenue Code;

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that the exchange ratio is fixed so that if the market price of Seacoast common stock increases, the value of the consideration payable to shareholders of Apollo will be increased proportionately;

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the opinion, dated March 29, 2022, of Keefe, Bruyette & Woods, Inc. to the boards of directors of Apollo and Apollo Bank as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Apollo common stock and Apollo Bank common stock (excluding Apollo), collectively as a group, of the aggregate transaction consideration in the proposed transaction, as more fully described below under “Opinion of Apollo’s and Apollo Bank’s Financial Advisor;”

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the social, economic, and legal impact of the merger on Apollo’s employees, suppliers, and customers, as well as the communities served by Apollo; and

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the economy of the State of Florida and the nation.

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In addition to the foregoing factors, the board of Apollo also identified and considered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:

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the risk that the merger may not be consummated or that the closing may be unduly delayed, including as a result of factors outside either party’s control;

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the potential risk of diverting management attention and resources from the operation of Apollo’s business and towards the completion of the merger and the possibility of employee attrition or adverse effects on client and business relationships as a result of the announcement and pendency of the merger;

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that under the terms of the merger agreement, subject to certain exceptions, Apollo cannot solicit competing acquisition proposals;

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the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Apollo’s business, operations and workforce with those of Seacoast and the risk of not realizing all of the anticipated benefits of the merger or not realizing them in the expected timeframe;

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the possibility that Apollo will have to pay a $7.25 million termination fee to Seacoast if the merger agreement is terminated under certain circumstances; and

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that the exchange ratio is fixed so that if the market price of Seacoast common stock falls, the value of the consideration payable to shareholders of Apollo will be reduced proportionately.

The foregoing discussion of information and factors considered by Apollo’s board of directors is not intended to be exhaustive but includes the material factors considered by the board of Apollo in approving the merger agreement and the transactions contemplated thereby, including the merger. In reaching its determination, Apollo’s board of directors did not assign any relative or specific weight to different factors and individual directors may have given different weight to different factors. Based on its collective consideration of all of the factors described above, Apollo’s board of directors concluded that the merger is in the best interest of Apollo and its shareholders and, therefore, the board of Apollo unanimously approved the merger agreement and the transactions contemplated thereby, including the merger. Each member of the board of directors of Apollo, along with certain officers of Apollo have entered into a voting agreement with Seacoast whereby they have agreed to vote their shares of Apollo common stock in favor of the merger. On the record date, these shareholders represented 732,429 shares (or approximately 19.45%) of the Apollo common stock entitled to vote at the Apollo special meeting.

APOLLO’S BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER.

Apollo Bank’s Reasons for the Bank Merger

Apollo Bank’s board deliberated and unanimously approved the merger agreement and the bank merger agreement at a board meeting held on March 29, 2022. In reaching its determination to approve the merger agreement and the bank merger agreement and the transactions contemplated by the agreements, including the bank merger, Apollo Bank’s board evaluated the bank merger in consultation with Apollo Bank’s management and Apollo Bank’s financial and legal advisors and considered a number of factors. In reaching this determination, Apollo Bank’s board considered the same information and factors discussed above with respect to Apollo’s board of directors and its decision to approve the merger agreement and the merger. Reference to the information and factors above is not intended to be exhaustive but includes the material factors considered by Apollo Bank’s board. In the course of its deliberations with respect to the bank merger, Apollo Bank’s board discussed the anticipated impact of the bank merger on Apollo Bank, Apollo Bank’s shareholders, and the communities that Apollo Bank serves.

Apollo Bank’s board believes that the bank merger is in the best interest of Apollo Bank and its shareholders. Accordingly, Apollo Bank’s board has unanimously approved the merger agreement, bank merger agreement, and the transactions contemplated thereby, including the bank merger, and unanimously recommends that Apollo Bank’s shareholders provide their written consent in favor of the approval and adoption of the bank merger agreement and the transactions contemplated thereby, including the bank merger.

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Seacoast’s Reasons for the Merger

As a part of Seacoast’s growth strategy, Seacoast routinely evaluates opportunities to acquire financial institutions. The acquisition of Apollo is consistent with Seacoast’s expansion strategy. Seacoast’s board of directors and senior management reviewed the business, financial condition, results of operations and prospects for Apollo, the market condition of the market area in which Apollo conducts business, the compatibility of the management and the proposed financial terms of the merger. In addition, management of Seacoast believes that the merger will expand Seacoast’s presence in Miami-Dade County, part of the Miami-Fort Lauderdale-Pompano Beach metropolitan statistical area, Florida’s largest MSA and the 8th largest in the nation, provide opportunities for future growth and provide the potential to realize operational efficiencies. Seacoast’s board of directors also considered the financial condition and valuation for both Apollo and Seacoast as well as the financial and other effects the merger would have on Seacoast’s shareholders. The Seacoast board considered the fact that the acquisition would increase Seacoast’s existing market share in South Florida and that cultural similarities supported the probability of an efficient, low risk integration with minimal customer attrition. In addition, the board of directors also considered the analysis and presentations from its outside financial advisor, Piper Sandler.

While management of Seacoast believes that revenue opportunities will be achieved and costs savings will be obtained following the merger, Seacoast has not quantified the amount of enhancements or projected the areas of operation in which such enhancements will occur.

In view of the variety of factors considered in connection with its evaluation of the merger, the Seacoast board did not find it useful to and did not attempt to quantify, rank or otherwise assign relative weights to factors it considered. Further, individual directors may have given differing weights to different factors. In addition, the Seacoast board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. Rather, the Seacoast board conducted an overall analysis of the factors it considered material, including thorough discussions with, and questioning of, Seacoast’s management.

Opinion of Apollo’s and Apollo Bank’s Financial Advisor

References to “Apollo” in this section refer to Apollo Bancshares, Inc. (“Apollo Parent”) and Apollo Bank, collectively.

Apollo engaged KBW to render financial advisory and investment banking services to Apollo, including an opinion to the boards of directors of Apollo Parent and Apollo Bank as to the fairness, from a financial point of view, to the common shareholders of Apollo Parent and the common shareholders (excluding Apollo Parent) of Apollo Bank, collectively as a group, of the aggregate transaction consideration in the proposed transaction. Apollo selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the transaction. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the boards of directors of Apollo Parent and Apollo Bank held on March 29, 2022, at which the boards of directors of Apollo Parent and Apollo Bank evaluated the proposed transaction. At this meeting, KBW reviewed the financial aspects of the proposed transaction and rendered to the boards of directors of Apollo Parent and Apollo Bank an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the aggregate transaction consideration in the proposed transaction was fair, from a financial point of view, to the holders of Apollo Parent common stock and Apollo Bank common stock (excluding Apollo Parent), collectively as a group. The boards of directors of Apollo Parent and Apollo Bank approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

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KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the boards of directors of Apollo Parent and Apollo Bank (in their respective capacities as such and not in any other capacity) in connection with their respective consideration of the financial terms of the transaction. The opinion addressed only the fairness, from a financial point of view, of the aggregate transaction consideration in the transaction to the holders of Apollo Parent common stock and Apollo Bank common stock (excluding Apollo Parent), collectively as a group. It did not address the underlying business decision of Apollo to engage in the transaction or enter into the merger agreement or constitute a recommendation to the boards of directors of Apollo Parent or Apollo Bank in connection with the transaction, and it does not constitute a recommendation to any holder of Apollo Parent common stock or Apollo Bank common stock or any shareholder of any other entity as to how to vote or act in connection with the transaction or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, support, shareholders’ or affiliates’ agreement with respect to the transaction or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Apollo and Seacoast and bearing upon the transaction, including, among other things:

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a draft of the merger agreement dated March 25, 2022 (the most recent draft then made available to KBW) and the form of the bank merger agreement forming an exhibit thereto;

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the audited financial statements for the three fiscal years ended December 31, 2020 and unaudited financial statements for the fiscal year ended December 31, 2021 of Apollo Parent;

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the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2021 of Seacoast;

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certain regulatory filings of Apollo Parent and Seacoast and their respective subsidiaries, including, as applicable, the quarterly reports on Form FR Y-9C or semi-annual reports on Form FR Y-9SP and the quarterly call reports required to be filed (as the case may be) with respect to each quarter during the three-year period ended December 31, 2021;

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certain other interim reports and other communications of Apollo and Seacoast provided to their respective shareholders; and

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other financial information concerning the businesses and operations of Apollo and Seacoast furnished to KBW by Apollo and Seacoast or which KBW was otherwise directed to use for purposes of KBW’s analyses.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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the historical and current financial position and results of operations of Apollo and Seacoast;

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the assets and liabilities of Apollo and Seacoast;

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the nature and terms of certain other merger transactions and business combinations in the banking industry;

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a comparison of certain financial information for Apollo and certain financial and stock market information for Seacoast with similar information for certain other companies, the securities of which were publicly traded;

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financial and operating forecasts and projections of Apollo that were prepared by Apollo management, provided to KBW and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the boards of directors of Apollo Parent and Apollo Bank;

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publicly available consensus “street estimates” of Seacoast, as well as assumed Seacoast long-term growth rates that were provided to KBW by Seacoast management, all of which information was discussed with KBW by such management and used and relied upon by KBW based on such discussions, at the direction of Apollo management and with the consent of the boards of directors of Apollo Parent and Apollo Bank;

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adjustments to December 31, 2021 balance sheet and capital data of Seacoast for certain pro forma financial effects of Seacoast’s January 2022 acquisitions of Sabal Palm Bancorp, Inc. and Business Bank of Florida that were based on publicly available information or information from Seacoast management, which adjustments were discussed with KBW by Seacoast management and used and relied upon by KBW based on such discussions, at the direction of Apollo management and with the consent of the boards of directors of Apollo Parent and Apollo Bank; and

•

estimates regarding certain pro forma financial effects of the transaction on Seacoast (including, without limitation, the cost savings and related expenses expected to result or be derived from the transaction) that were prepared by Seacoast management, provided to and discussed with KBW by such management, and used and relied upon by KBW based on such discussions, at the direction of Apollo management and with the consent of the boards of directors of Apollo Parent and Apollo Bank.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held with the managements of Apollo and Seacoast, respectively, regarding the past and current business operations, regulatory relations, financial condition and future prospects of Apollo and Seacoast and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to, and did not, assist Apollo with soliciting indications of interest from third parties regarding a potential transaction with Apollo.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Apollo as to the reasonableness and achievability of the financial and operating forecasts and projections of Apollo referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of Apollo, upon Seacoast management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Seacoast, the assumed Seacoast long-term growth rates, and the estimates regarding certain pro forma financial effects of the transaction on Seacoast (including, without limitation, the cost savings and related expenses expected to result or be derived from the transaction), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the Seacoast consensus “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of Seacoast management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Seacoast referred to above, was based on numerous variables and assumptions that are inherently uncertain including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions regarding the ongoing COVID-19 pandemic and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Apollo and Seacoast and with the consent of the boards of directors of Apollo Parent and Apollo Bank, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to

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any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact, which was assumed to be limited, on Apollo and Seacoast. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Apollo or Seacoast since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Apollo’s consent, that the aggregate allowances for loan and lease losses for each of Apollo and Seacoast are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Apollo or Seacoast, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Apollo or Seacoast under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

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that the transaction and any related transactions would be completed substantially in accordance with the terms set forth in the merger agreement and the bank merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft or form thereof reviewed by KBW and referred to above), with no adjustments to the merger consideration, the bank merger consideration or the aggregate transaction consideration and no other consideration or payments in respect of Apollo Parent common stock or Apollo Bank common stock;

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that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

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that each party to the merger agreement, the bank merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

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that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the transaction or any related transactions and that all conditions to the completion of the transaction and any related transactions would be satisfied without any waivers or modifications to the merger agreement, the bank merger agreement or any of the related documents; and

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that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the transaction and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Apollo, Seacoast or the pro forma entity, or the contemplated benefits of the transaction, including without limitation the cost savings and related expenses expected to result or be derived from the transaction.

KBW assumed that the transaction would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Apollo that Apollo relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Apollo, Seacoast, the transaction and any related transactions, and the merger agreement and the bank merger agreement. KBW did not provide advice with respect to any such matters. KBW assumed, at the direction of Apollo and without independent verification, that Apollo Parent’s Consolidated Tangible Shareholders’ Equity (as defined in the merger agreement) as of the relevant dates will not be less than $84.6 million.

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KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the aggregate transaction consideration in the transaction to the holders of Apollo Parent common stock and Apollo Bank common stock (excluding Apollo Parent), collectively as a group, without regard to any matters relating specifically to the minority shareholders of Apollo Bank or otherwise relating to control, voting or other rights or aspects which may distinguish a specific shareholder or group of shareholders from other shareholders or distinguish holders of Apollo Parent common stock and holders of Apollo Bank common stock from each other. KBW performed its analyses of Apollo on a consolidated basis and has not relied on separate analyses of Apollo Parent or Apollo Bank for purposes of its opinion. KBW expressed no view or opinion as to any other terms or aspects of the transaction or any term or aspect of any related transactions, including without limitation, the form or structure of the transaction or any such related transactions, any consequences of the transaction or any such related transactions to Apollo Parent, Apollo Bank, their respective shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, restrictive covenant or other agreements, arrangements or understandings contemplated or entered into in connection with the transaction or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

•

the underlying business decision of Apollo to engage in the transaction or any related transactions or enter into the merger agreement or the bank merger agreement;

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the relative merits of the transaction or any related transactions as compared to any strategic alternatives that are, have been or may be available to or contemplated by Apollo or the boards of directors of Apollo Parent and Apollo Bank;

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the fairness of the amount or nature of any compensation to any of Apollo’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of Apollo Parent common stock or the holders of Apollo Bank common stock;

•

the effect of the transaction or any related transactions on, or the fairness of the consideration to be received by, holders of any class of securities of Apollo (other than the holders of Apollo Parent common stock and Apollo Bank common stock (excluding Apollo Parent), collectively as a group, solely with respect to the aggregate transaction consideration (as described in KBW’s opinion) and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of Seacoast or any other party to any transaction contemplated by the merger agreement;

•

any adjustment (as provided in the merger agreement or the bank merger agreement) to the merger consideration, the bank merger consideration or the aggregate transaction consideration assumed to be paid in the transaction for purposes of KBW’s opinion;

•

the allocation of the aggregate transaction consideration between the holders of Apollo Parent common stock and the holders of Apollo Bank common stock (excluding Apollo Parent) or the relative fairness of the merger consideration and the bank merger consideration;

•

the actual value of Seacoast common stock to be issued in the transaction;

•

the prices, trading range or volume at which Seacoast common stock would trade following the public announcement of the transaction or the consummation of the transaction;

•

any advice or opinions provided by any other advisor to any of the parties to the transaction or any other transaction contemplated by the merger agreement; or

•

any legal, regulatory, accounting, tax or similar matters relating to Apollo Parent, Apollo Bank, Seacoast, their respective shareholders, or relating to or arising out of or as a consequence of the

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transaction or any related transactions, including whether or not the transaction would qualify as a tax-free reorganization for United States federal income tax purposes.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Apollo and Seacoast. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the boards of directors of Apollo Parent and Apollo Bank in making their determination to approve the merger agreement and the transaction. Consequently, the analyses described below should not be viewed as determinative of the decision of the boards of directors of Apollo Parent and Apollo Bank with respect to the fairness of the aggregate transaction consideration, the merger consideration or the bank merger consideration. The type and amount of consideration payable in the transaction were determined through negotiation between Apollo and Seacoast and the decision of Apollo Parent and Apollo Bank to enter into the merger agreement was solely that of the boards of directors of Apollo Parent and Apollo Bank.

The following is a summary of the material financial analyses presented by KBW to the boards of directors of Apollo Parent and Apollo Bank in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the boards of directors of Apollo Parent and Apollo Bank, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied aggregate transaction value for the proposed transaction (inclusive of the implied value of in-the-money Apollo Parent stock options and warrants) of $170.8 million based on the 1.006529x exchange ratio for Apollo Parent common shares in the merger and the 1.195651x exchange ratio for Apollo Bank common shares held by holders (other than Apollo Parent) in the bank merger and the closing stock price of Seacoast of $36.00 on March 25, 2022).

Apollo Selected Companies Analysis. Using publicly available information, KBW compared the financial performance and financial condition of Apollo to 17 selected major exchange-traded banks headquartered in the Southeast region of the United States (comprised of Alabama, Florida, Georgia, Arkansas, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia) as defined by S&P Global Market Intelligence with total assets between $500 million and $2 billion. KBW also reviewed the market performance of the selected companies. Merger targets were excluded from the selected companies.

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The selected companies were as follows (shown in descending order of total assets):

Virginia National Bankshares Corporation

USCB Financial Holdings, Inc.

Southern States Bancshares, Inc.

National Bankshares, Inc.

MainStreet Bancshares, Inc.

Peoples Bancorp of North Carolina, Inc.

First Community Corporation

First National Corporation

Citizens Holding Company

Old Point Financial Corporation

Auburn National Bancorporation, Inc.

Bank of the James Financial Group, Inc.

First US Bancshares, Inc.

BayFirst Financial Corp.

Affinity Bancshares, Inc.

Village Bank and Trust Financial Corp.

Bank of South Carolina Corporation

To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) or the most recent completed fiscal quarter (“MRQ”) available or as of the end of such periods and market price information as of March 25, 2022. KBW also used 2022 and 2023 EPS estimates for the selected companies taken from publicly available consensus “street estimates” for the selected companies to the extent publicly available (consensus “street” estimates were not publicly available for 12 of the selected companies). Where consolidated holding company level financial data for Apollo and the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Subsidiary bank level data necessary to calculate Total Capital Ratio was also unreported for one of the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in Apollo’s historical financial statements as a result of the different periods, assumptions and methods used to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Apollo and the selected companies

			Selected Companies
	Apollo(1)		Average		Median		25th Percentile		75th Percentile
MRQ Core Pre-Tax Pre-Provision Return on Average Assets(2)		1.12%(5)		1.13%		1.19%		0.84%		1.44%
MRQ Core Return on Average Assets(3)		0.74%(5)		0.94%		0.94%		0.77%		1.09%
MRQ Core Return on Average Tangible Common Equity(3)		8.8%(5)(6)		10.6%		11.4%		8.6%		12.2%
MRQ Net Interest Margin		2.94%(7)		3.14%		3.07%		2.81%		3.50%
MRQ Fee Income / Revenue Ratio(4)		10.0%(5)		22.7%		19.7%		11.3%		27.2%
MRQ Efficiency Ratio		63.9%(5)		69.3%		66.6%		80.0%		61.1%

(1)

Apollo presented on a consolidated basis unless otherwise specified.

(2)

PTPP reflected pre-tax pre-provision core earnings; Excluded gain on sale of securities, amortization of intangibles, and nonrecurring items as defined by S&P Global Market Intelligence.

(3)

Core income after taxes and before extraordinary items, excluding gain on the sale of sale securities, amortization of intangibles, goodwill and nonrecurring items as defined by S&P Global Market Intelligence.

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(4)

Excluded gains/losses on sale of securities.

(5)

Excluded DTA valuation allowance adjustments, gains/losses on sale of securities and amortization of intangibles, non-recurring non-interest income and non-interest expense per Apollo management, where applicable.

(6)

Apollo Return on Average Tangible Equity (inclusive of earnings attributable to minority interest and book value of minority interest) was 8.7% for the quarter ended December 31, 2021.

(7)

Average interest earning assets per Apollo bank level regulatory filings; Net Interest Income presented on a consolidated basis.

KBW’s analysis showed the following concerning the financial condition of Apollo and, to the extent publicly available, the selected companies:

			Selected Companies
	Apollo(1)		Average		Median		25th Percentile		75th Percentile
Tangible Common Equity / Tangible Assets		6.79%(2)		9.01%		8.77%		8.00%		9.67%
Total Capital Ratio		13.31%(3)		15.15%		14.74%		13.70%		16.13%
Loans / Deposits		71.7%		69.5%		66.1%		59.1%		80.3%
Loan Loss Reserves / Loans		1.04%(4)		1.10%		1.16%		0.86%		1.27%
Nonperforming Assets / Loans + OREO		0.59%(5)		0.62%		0.50%		0.76%		0.33%
Net Charge-offs / Average Loans		0.00%(6)		0.02%		0.01%		0.06%		(0.05)%

(1)

Apollo presented on a consolidated basis unless otherwise specified.

(2)

Apollo Tangible Equity / Tangible Assets (inclusive of book value of minority interest) was 8.28% for the quarter ended December 31, 2021.

(3)

Data per bank level regulatory filings for the quarter ended December 31, 2021.

(4)

LLR per Apollo bank level regulatory filings for the quarter ended December 31, 2021.

(5)

NPAs and OREO per Apollo bank level regulatory filings for the quarter ended December 31, 2021.

(6)

NCOs per Apollo bank level regulatory filings for the quarter ended December 31, 2021.

In addition, KBW’s analysis showed the following concerning the market performance of the selected companies, to the extent publicly available:

	Selected Companies
	Average		Median		25th Percentile		75th Percentile
One-Year Stock Price Change		11.2%		13.5%		3.0%		19.7%
Year-To-Date Stock Price Change		1.7%		0.9%		(3.7)%		5.9%
Price / Tangible Book Value per Share		1.22x		1.18x		1.13x		1.29x
Price / 2022 EPS Estimate		11.8x		11.3x		11.2x		12.1x
Price / 2023 EPS Estimate		10.5x		10.7x		9.2x		12.0x
Dividend Yield		2.1%		2.0%		1.0%		3.1%
LTM Dividend Payout Ratio		30.9%		27.4%		16.8%		45.9%

No company used as a comparison in the above selected companies analysis is identical to Apollo. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Seacoast Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Seacoast to 11 selected major exchange-traded banks headquartered in the Southeast region of the United States as defined by S&P Global

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Market Intelligence with total assets between $5 billion and $20 billion. Merger targets were excluded from the selected companies. Live Oak Bancshares, Inc. was also excluded from the selected companies due to business model considerations.

The selected companies were as follows (shown in descending order of total assets)

Home Bancshares, Inc.

Trustmark Corporation

WesBanco, Inc.

Renasant Corporation

TowneBank

ServisFirst Bancshares, Inc.

FB Financial Corporation

First Bancorp

Amerant Bancorp Inc.

The First Bancshares, Inc.

City Holding Company

To perform this analysis, KBW used profitability and other financial information for the latest 12 months or the most recent completed fiscal quarter available or as of the end of such periods and market price information as of March 25, 2022. KBW also used 2022 and 2023 EPS estimates for Seacoast and the selected companies taken from publicly available consensus “street estimates”. Certain financial data presented in the tables below may not correspond to the data presented in Seacoast’s historical financial statements as a result of the different periods, assumptions and methods used to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Seacoast and the selected companies

			Selected Companies
	Seacoast		Average		Median		25th Percentile		75th Percentile
MRQ Core Pre-Tax Pre-Provision Return on Average Assets(1)		1.68%		1.48%		1.40%		1.20%		1.82%
MRQ Core Return on Average Assets(2)		1.49%		1.21%		1.18%		0.97%		1.52%
MRQ Core Return on Average Tangible Common Equity(2)		14.5%		13.9%		13.8%		11.2%		17.1%
MRQ Net Interest Margin		3.19%		3.00%		3.00%		2.78%		3.18%
MRQ Fee Income / Revenue Ratio(3)		20.2%		24.6%		21.6%		18.2%		32.1%
MRQ Efficiency Ratio		53.5%		58.4%		58.8%		67.5%		49.2%

(1)

PTPP reflected pre-tax pre-provision core earnings; Excluded gain on sale of securities, amortization of intangibles, and nonrecurring items as defined by S&P Global Market Intelligence.

(2)

Core income after taxes and before extraordinary items, excluding gain on sale of securities, amortization of intangibles, goodwill and nonrecurring items as defined by S&P Global Market Intelligence.

(3)

Excluded gains/losses on sale of securities.

	Page
THE MERGER AGREEMENT AND THE BANK MERGER AGREEMENT		79
The Merger and the Bank Merger		79
Closing and the Effective Time of the Merger		79
Merger Consideration		79
Treatment of Apollo Equity Awards		81
Exchange Procedures		81
Organizational Documents of Surviving Holding Company and Surviving Bank; Directors and Officers		82
Conduct of Business Pending the Merger		82
Apollo and Apollo Bank Shareholder Approval		85
Regulatory Matters		85
NASDAQ Listing		85
Employee Matters		86
Indemnification and Directors’ and Officers’ Insurance		86
Third Party Proposals		86
Approval of 280G Payments		88
Systems Integration; Operating Functions		88
Assumption of Apollo Senior Notes		89
Seacoast Advisory Board		89
Representations and Warranties		89
Conditions to Completion of the Merger		91
Conditions to Completion of the Bank Merger		92
Termination		92
Termination Fee		93
Waiver; Amendment		93
Expenses		94
COMPARISON OF SHAREHOLDERS’ RIGHTS		95
BUSINESS OF APOLLO BANCSHARES, INC. AND APOLLO BANK		110
BENEFICIAL OWNERSHIP OF APOLLO COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF APOLLO		112
DESCRIPTION OF SEACOAST CAPITAL STOCK		114
EXPERTS		117
LEGAL MATTERS		117
OTHER MATTERS		117
DOCUMENTS INCORPORATED BY REFERENCE		117
APPENDICES:
Appendix A — Agreement and Plan of Merger		A-1
Appendix B — Plan of Merger and Merger Agreement		B-1
Appendix C — Opinion of Keefe, Bruyette & Woods, Inc.		C-1
Appendix D — Provisions of Florida Business Corporation Act Relating to Appraisal Rights		D-1
Appendix E — Provisions of the United States Code Relating to Dissenters’ Rights		E-1

					Selected Companies
	Seacoast		Seacoast Pro Forma(2)		Average		Median		25th Percentile		75th Percentile
Tangible Common Equity / Tangible Assets		11.10%		10.82%		8.87%		8.78%		8.09%		9.54%
Total Capital Ratio		18.21%		17.95%		15.57%		15.56%