Business Combinations

12 Months Ended

Dec. 31, 2025

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

Business Combinations

Note 17 - Business Combinations

Acquisition of Villages Bancorporation, Inc.

On October 1, 2025, the Company completed its acquisition of VBI, adding 19 branches in North Central Florida including The Villages® community. Integration activities, including system conversion, are expected to be finalized in the third quarter of 2026. The Company acquired 100% of the outstanding common stock of VBI. Pursuant to the merger agreement, each share of VBI common stock was converted into the right to receive, at the shareholders' election, (i) $1,000.00 in cash, (ii) 38.5000 shares of Seacoast common stock or (iii) a 25% - 75% combination of cash and common stock, with the final election subject to a proration mechanism such that 25% of VBI shares received the cash consideration and 75% of VBI shares received the stock consideration. In the event any shareholder or shareholder group would have received more than 9.75% of cumulative outstanding Seacoast common stock, non-voting convertible preferred stock was issued in lieu of the excess amount of common shares. The final consideration totaled $829.1 million.

(In thousands, except per share data)	October 1, 2025
Number of VBI shares receiving stock	550
Per share exchange ratio for VBI shares receiving stock	38.5000
Number of shares of SBCF common stock issued	9,923
Number of shares of SBCF preferred stock issued1	11
Multiplied by SBCF price per share at October 1, 2025	$	30.50
Total Value of SBCF common and preferred stock issued	$	645,785
Number of VBI shares receiving cash	183
Per share exchange ratio for VBI shares receiving cash	$	1,000.00
Cash consideration paid to VBI shareholders, including cash paid for fractional shares	$	183,360
Total purchase price	$	829,145
1Preferred stock is 1/1,000th share for every share of common stock.

The acquisition of VBI will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $280.1 million for this acquisition that is nondeductible for tax purposes. Determining fair values of assets and liabilities, especially the loan portfolio, CDI, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. The fair values initially assigned to assets acquired and liabilities assumed are preliminary and could change for up to one year after the closing date of the acquisition as new information and circumstances relative to closing date fair values becomes known.

The table below presents the allocation of the purchase consideration.

(In thousands)	October 1, 2025
Assets:
Cash and cash equivalents	$	166,758
Investment securities	2,540,434
Loans	1,202,389
Bank premises and equipment	45,942
CDI	110,548
Goodwill	280,087
Other Assets	99,776
Total Assets	$	4,445,934
Liabilities:
Deposits	$	3,450,869
Securities sold under agreements to repurchase	105,064
Other Liabilities	60,856
Total Liabilities	$	3,616,789

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

	October 1, 2025
(In thousands)	Book Balance		Fair Value
Loans:
Construction and land development	$	102,067	$	98,849
CRE - owner occupied	93,284		90,147
CRE - non-owner occupied	361,699		335,761
Residential real estate	365,935		349,786
Commercial and financial	335,831		322,627
Consumer	5,332		5,219
Total acquired loans	$	1,264,148	$	1,202,389

The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:

(In thousands)	October 1, 2025
Book balance of loans at acquisition	$	148,575
ACL at acquisition	(3,026)
Non-credit related discount	(19,198)
Total PCD loans acquired	$	126,351

The acquisition of VBI resulted in the addition of $25.7 million in ACL, including the $3.0 million identified in the table above for PCD loans, and $22.7 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

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

The Company assumed a financing obligation recognized within Long-term debt, net, refer to Note 11 - Lease Commitments for additional details. The fair value measurement was performed on a nonrecurring basis as of the acquisition date and is classified within Level 3 of the fair value hierarchy. The purchase accounting fair value adjustment of the financing obligation was based on a discounted cash flow methodology with a discount rate of 6.20%, utilizing factors such as treasury spread, credit assumptions, market liquidity, and other factors that a market participant would incorporate.

Acquisition of Heartland Bancshares, Inc.

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

(In thousands, except per share data)	July 11, 2025
Number of Heartland shares receiving stock	378
Per share exchange ratio for Heartland shares receiving stock	4.9263
Number of shares of SBCF common stock issued	1,862
Multiplied by SBCF price per share at July 11, 2025	$	29.29
Value of SBCF common stock issued	$	54,547
Number of Heartland shares receiving cash	378
Per share cash consideration for Heartland shares receiving cash	$	147.10
Cash consideration paid to Heartland shareholders, including cash paid for fractional shares	$	55,623
Cash paid to Heartland option holders	1,054
Total purchase price	$	111,224

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

The table below presents the allocation of the purchase consideration.

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

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

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

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

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

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

Acquisition of Professional Holding Corp.

On January 31, 2023, the Company completed its acquisition of Professional. Simultaneously, upon completion of the merger of Professional and the Company, Professional Bank was merged with and into Seacoast Bank. Prior to the acquisition, Professional Bank operated nine branches across South Florida. The transaction further expanded the Company’s presence in the tri-county South Florida market, which includes Miami-Dade, Broward, and Palm Beach counties, Florida’s largest MSA and the 8th largest in the nation. The Company acquired 100% of the outstanding common stock of Professional. Under the terms of the merger agreement, Professional shareholders received 0.8909 shares of Seacoast common stock for each share of Professional common stock held immediately prior to the merger, and Professional option holders received options to purchase Seacoast common stock, with the number of shares underlying each such option and the applicable exercise price adjusted using the same 0.8909 exchange ratio.

(In thousands, except per share data)	January 31, 2023
Number of Professional common shares outstanding	14,358
Per share exchange ratio	0.8909
Number of shares of SBCF common stock issued	12,792
Multiplied by common stock price per share at January 31, 2023	$	32.11
Value of SBCF common stock issued	$	410,738
Cash paid for fractional shares	5
Fair value of Professional options converted	10,304
Total purchase price	$	421,047

The acquisition of Professional was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognized goodwill of $251.7 million for this acquisition that is nondeductible for tax purposes. Determining fair values of assets and liabilities, especially the loan portfolio, CDI, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values.

As part of the acquisition of Professional, options to purchase shares of Seacoast common stock were granted to replace outstanding Professional options. These options were fully vested upon acquisition. The full value of the replacement options, $10.3 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.

	Initially Measured		Measurement		As Adjusted
(In thousands)	January 31, 2023		Period Adjustments		January 31, 2023
Assets:
Cash and cash equivalents	$	141,680	$	—	$	141,680
Investment securities	167,059		—		167,059
Loans	1,991,713		(5,544)		1,986,169
Bank premises and equipment	2,478		—		2,478
CDI	48,885		—		48,885
Goodwill	248,091		3,583		251,674
BOLI	55,071		—		55,071
Other Assets	74,232		2,561		76,793
Total Assets	$	2,729,209	$	600	$	2,729,809
Liabilities:
Deposits	$	2,119,341	$	—	$	2,119,341
Subordinated debt	21,141		—		21,141
Other Liabilities	167,680		600		168,280
Total Liabilities	$	2,308,162	$	600	$	2,308,762

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

	January 31, 2023
(In thousands)	Book Balance		Fair Value
Loans:
Construction and land development	$	156,048	$	151,012
CRE - owner occupied	293,473		274,068
CRE - non-owner occupied	752,393		692,746
Residential real estate	509,305		483,611
Commercial and financial	392,396		350,628
Consumer	33,656		32,153
PPP Loans	1,951		1,951
Total acquired loans	$	2,139,222	$	1,986,169

The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:

(In thousands)	January 31, 2023
Book balance of loans at acquisition	$	155,031
ACL at acquisition	(18,879)
Non-credit related discount	(12,361)
Total PCD loans acquired	$	123,791

The acquisition of Professional resulted in the addition of $45.5 million in ACL, including the $18.9 million identified in the table above for PCD loans, and $26.6 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition. Included within the $18.9 million initial PCD allowance is $5.5 million recorded as a measurement period adjustment during the three months ended June 30, 2023, reflecting information obtained by the Company relating to events or circumstances existing at the acquisition date.

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

Proforma Information

Pro-forma data as of December 31, 2025 and 2024 present information as if the acquisition of VBI occurred at the beginning of 2024. The pro-forma information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred if the transactions had been effected on the assumed dates.

	For the Year Ended December 31,
(Dollars in thousands, except per share data)	2025		2024
Net interest income	$	645,582	$	539,975
Net income available to common shareholders	188,701		126,322
EPS - diluted	1.82		1.26
EPS - basic	$	1.84	$	1.27

Acquisition and Integration Costs

Acquisition costs included within Merger and integration costs in the Company's income statement for the years ended December 31, 2025, 2024, and 2023 were $32.4 million, zero, and $33.2 million, respectively.