INDEPENDENT BANK CORP /MI/

Current report

The integration of HCB and its subsidiary, Highpoint Community Bank, into our operations involves significant risks and uncertainties that could adversely affect our business, financial condition, and results of operations.

Current report

On July 1, 2026, we completed the acquisition of HCB, the holding company for Highpoint Community Bank. We expect to complete the full systems integration of Highpoint Community Bank's operations on November 9, 2026. The successful integration of HCB's operations is subject to a number of risks, including: challenges in consolidating banking operations, technology platforms, and data systems; difficulties in retaining key employees and customers of Highpoint Community Bank; disruption to our ongoing business during the integration process; diversion of management attention and resources from other strategic initiatives; the failure to achieve anticipated cost savings, revenue synergies, or other financial benefits of the acquisition, or the realization of such benefits taking longer than expected; and unanticipated integration costs or liabilities. We estimated cost savings equal to approximately 40% of HCB's operating expenses; however, there can be no assurance that these savings will be realized in the amounts or on the timetable we anticipate. Any failure to manage the integration process effectively or to realize the anticipated benefits of the acquisition could have a material adverse effect on our business, financial condition, and results of operations.

Current report

The loan portfolio acquired from HCB may present credit quality risks that differ from or exceed those reflected in our historical experience.

Current report

As of June 30, 2026, HCB had total loans and loans held for sale of approximately $371.9 million. We are in the process of completing our preliminary purchase accounting for the acquired loan portfolio, including the determination of acquisition-date fair values and the establishment of an allowance for credit losses under ASC 326 for acquired non-purchased credit deteriorated loans. The acquired portfolio includes commercial and retail loans originated under HCB's underwriting standards, which may differ from our own. To the extent that the acquired loans have credit characteristics, concentrations, or loss rates that differ from our expectations, we could experience higher-than-anticipated credit losses or be required to increase our provision for credit losses, either of which could have a material adverse effect on our results of operations and financial condition. In addition, HCB's loan-to-deposit ratio was approximately 67% as of year-end 2025, and the redeployment of excess liquidity into higher-yielding commercial loans, while consistent with our strategy, carries inherent credit risk.

Current report

The acquisition of HCB will result in a material increase in goodwill and other intangible assets, which could be subject to impairment.

Current report

We paid aggregate merger consideration of approximately $74.9 million in a combination of IBCP common stock and cash for all outstanding shares of HCB stock. The excess of the purchase price over the fair value of net assets acquired will be recorded as goodwill and other intangible assets. Goodwill is not amortized but is tested for impairment at least annually and more frequently if events or circumstances indicate that impairment may exist. Intangible assets with definite useful lives, such as core deposit intangibles, are amortized over their estimated useful lives. A significant decline in our stock price, deterioration in market conditions, adverse changes in applicable laws or regulations, or any number of other factors could result in an impairment charge, which could have a material adverse effect on our financial condition and results of operations.

Current report

The acquisition of HCB has resulted in an increase in our total consolidated assets to approximately $6.3 billion and may subject us to increased regulatory scrutiny and compliance obligations.

Current report

The completion of the HCB acquisition has increased our total consolidated assets to approximately $6.3 billion. As our asset size increases, we may be subject to heightened regulatory expectations with respect to enterprise risk management, capital planning, compliance, and consumer protection. Any failure to satisfy evolving regulatory expectations or conditions imposed in connection with regulatory approvals of the merger could result in enforcement actions, additional

Current report

regulatory requirements, or restrictions on our business activities, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Current report

We may be exposed to litigation, regulatory, or reputational risks associated with HCB or Highpoint Community Bank that were not fully identified during our due diligence review.

Current report

Although we conducted due diligence in connection with the acquisition, there may be liabilities, legal or regulatory exposures, compliance deficiencies, or reputational risks associated with HCB's business that were not identified or that prove to be more significant than anticipated. Any such liabilities or exposures could result in losses, regulatory sanctions, or harm to our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.

Previous report

The Merger may not be consummated, which could have an adverse impact on our business and on the value of our common stock.

Previous report

We expect the Merger to close during the third quarter of 2026, but the Merger is subject to a number of closing conditions, many of which are beyond our control. If these conditions are not satisfied or waived, the Merger will not be completed. Certain of the conditions that remain to be satisfied include (without limitation):

Previous report

•approval by HCB shareholders of the Merger Agreement and the Merger;

Previous report

•receipt of required regulatory approvals, including the approval of the Federal Reserve and the Michigan Department of Insurance and Financial Services;

Previous report

•continued accuracy of the representations and warranties made by the parties in the Merger Agreement;

Previous report

•performance by each party of its respective obligations under the Merger Agreement;

Previous report

•absence of any injunction, order, or decree restraining, enjoining or otherwise prohibiting the Merger; and

Previous report

•absence of any material adverse change in the financial condition, business, or results of operations of IBCP and HCB.

Previous report

Additionally, we may become subject to litigation related to the Merger. As a result, the Merger may not close on the timeline we currently expect, or at all. Failure to complete the Merger or any delays in completing the Merger on the terms and timing we currently expect could have an adverse impact on our future business and results of operations due to several factors, including (without limitation):

Previous report

•having to pay significant transaction costs without realizing any of the anticipated benefits of completing the Merger;

Previous report

•failing to pursue other beneficial opportunities due to the focus of our management on the Merger, without realizing any of the anticipated benefits of completing the Merger; and

Previous report

•declines in our share price to the extent that the current market prices reflect an assumption by the market that the Merger will be completed

Previous report

The Merger, including the integration of HCB’s operations with our operations, may be more difficult, costly, or time-consuming than expected, and we may fail to realize the anticipated benefits of the Merger.

Previous report

The success of the Merger will depend on, among other things, our ability to integrate HCB and the operations of its subsidiary bank, Highpoint Community Bank, into our business in a manner that achieves the anticipated benefits of the Merger. If we are not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the Merger could be less than anticipated, and integration may result in additional unforeseen expenses.

Previous report

There is a significant degree of difficulty inherent in the process of integrating an acquisition, including challenges consolidating certain operations and functions; challenges integrating technologies, procedures, and policies; and difficulties in retaining key personnel. The integration may involve delays or additional and unforeseen expenses. The integration process and other disruptions resulting from the Merger may also disrupt our ongoing business. Any failure to successfully or cost-effectively integrate HCB following the closing of the Merger, if it occurs, on a timely basis could have an adverse effect on the revenues, expenses, and operating results of the combined company following the completion of the Merger, which may adversely affect the value of the common stock of the combined company following the completion of the Merger.

Previous report

IBCP and HCB will be subject to various uncertainties while the Merger is pending that could adversely affect our financial results or the anticipated benefits of the Merger.

Previous report

Uncertainty about the effect of the Merger on counterparties to contracts, employees, customers, and other parties may have an adverse effect on us or the anticipated benefits of the Merger. These uncertainties could cause contract counterparties, customers, and others who deal with us or HCB to seek to change existing business relationships and may impact our and HCB’s ability to attract, retain, and motivate key personnel until the Merger is completed and for a period of time thereafter.

Previous report

The pursuit of the Merger and the preparation for the integration of the two companies may place a significant burden on our management and internal resources. This could affect our financial results prior to and/or following the completion of the Merger and could limit us from making other changes to our business prior to completion of the Merger or termination of the Merger Agreement.

Previous report

We expect to incur a significant amount of non-recurring expenses in connection with the Merger, including investment banking, legal, accounting, consulting, and other expenses. In general, these expenses are payable by us whether or not the Merger is completed. Additional unanticipated costs may be incurred following consummation of the Merger in the course of integrating HCB’s businesses into our business. We cannot be certain the elimination of duplicative costs or the realization of other efficiencies related to the integration of the two businesses will offset the transaction and integration costs in the near term, or at all.