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SEACOAST BANKING CORP OF FLORIDA

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

SBCF$34.12+1.7%Stored close · as of Nov 9, 2026

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Item 8. Financial Statements and Supplementary Data

Item 8.Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Seacoast Banking Corporation of Florida

Stuart, Florida

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Seacoast Banking Corporation of Florida (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), convertible preferred stock and shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. As permitted, the Company has excluded the operations of Villages Bancorporation, Inc. acquired during 2025, which is described in Note 17 of the consolidated financial statements, from the scope of management’s report on internal control over financial reporting. As such, it has also been excluded from the scope of our audit of internal control over financial reporting. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters do not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance and Provision for Credit Losses on Loans

The allowance for credit losses (the “ACL”) is an accounting estimate of expected credit losses over the contractual term of loans carried at amortized cost as described in Notes 1 and 5 of the consolidated financial statements. The Company's loan portfolio, which is measured at amortized cost, is required to be presented at the net amount expected to be collected. Estimates of expected credit losses for loans are based on information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The Company estimates expected credit losses for loans at the individual loan level using a discounted cash flow methodology for its commercial loans and using a loss rate methodology for its consumer loans. Expected losses are estimated using a blend of forecast scenarios. Specifically, the forecast scenarios selected were the “U.S. Macroeconomic Outlook Baseline”, "Alternative Scenario 1 - Upside - 10th Percentile" and "Alternative Scenario 3 - Downside - 90th Percentile” scenarios. The forecasted credit losses also incorporate macroeconomic variables such as changes in expectations indicated by the commercial real estate price index, changes in the housing price index, and changes in the unemployment rate.

The forecasts of future economic conditions are over a period that the Company has deemed reasonable and supportable, and in segments where it can no longer develop reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

The Company may incorporate qualitative adjustments to modeled reserves based on an assessment of internal and external influences on credit quality not fully reflected in the quantitative components of the allowance model. These influences may include elements such as changes in concentration, macroeconomic conditions, recent observable asset quality trends, staff turnover, regional market conditions, employment levels, model risk, and loan growth.

A significant amount of judgment was required when assessing the conceptual design and statistical methodology of the employed model and whether the model was relevant to the Company’s loan portfolio and suitable for use in the Company’s estimation process, which in turn involved especially complex and subjective judgment. The Company’s discounted cash flow methodology includes probability of default (“PD”) and loss given default (“LGD”) assumptions that required assessing the conceptual soundness and reasonableness of those assumptions. We utilized Crowe LLP employed valuation specialists (“Crowe VS”) to evaluate the soundness of the model’s methodology, conceptual design, and applicability to the Company. Crowe VS also performed procedures to assess the relationships between the Company’s PD and LGD rates and model rates.

The principal considerations resulting in our determination included the following:

Significant auditor judgment in evaluating the selection and application of the reasonable and supportable forecasts of economic variables and reasonableness of other model assumptions, including the need to involve Crowe VS.

Significant auditor effort in evaluating probability-weighted forecast scenarios with PD and LGD assumptions that involved the use of management judgment and a high degree of auditor judgment.

Significant audit effort related to testing the completeness and accuracy of internal data used and evaluating the relevance and reliability of proxy loan information.

The primary procedures performed to address the critical audit matter included:

Testing the effectiveness of controls over the completeness and accuracy of internal data inputs, including loan segmentation data used in the development of PD and LGD assumptions, and the relevance and reliability of third-party data used in the computation.

Testing the effectiveness of management’s internal controls over the Company’s significant model methods, assumptions and judgments, including qualitative adjustments and information systems.

Testing the effectiveness of controls over the Company’s preparation and review of the allowance for credit losses calculation, including the reasonableness of management's judgments over the economic scenarios selected and weightings applied.

With the assistance of Crowe VS, evaluating the relevance and reliability of third-party data used in management’s methodology.

Substantively testing the completeness and accuracy of internal loan level data used, loan segmentation, the relevance and reliability of third-party data used for qualitative factors, and management’s judgments and assumptions for reasonableness.

Substantive univariate directionality testing with the assistance of Crowe VS and other substantive analytical procedures to test significant assumptions made by management and testing the process of management’s assessment for the incorporation of qualitative adjustments.

Evaluating management’s judgments in the selection and application of reasonable and supportable forecasts, and the reasonableness of forecasted economic scenarios provided by a third-party, assisted by Crowe VS.

Business Combination – Fair Value of Acquired Loans

As described in Note 17 to the consolidated financial statements, on October 1, 2025, Seacoast Banking Corporation of Florida completed the merger with Villages Bancorporation, Inc. Determining fair values of assets and liabilities, especially the loan portfolio, is a process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. The fair value of the acquired loans was $1.2 billion and required management to make estimates about loss rates, prepayment rates and discount rates that are subjective and actual cash flows may differ from estimated cash flows.

The principal considerations resulting in our determination included the following:

Significant auditor judgment in evaluating the reasonableness of management’s significant assumptions, including the need for assistance from professionals with specialized skill and knowledge.

Significant audit effort required in auditing the valuation of acquired loans, including utilization of internal valuation specialists to evaluate the fair value developed by management's specialists.

The primary procedures performed to address the critical audit matter included:

Testing the effectiveness of controls over the reasonableness of the fair value of acquired loans, including management’s review of the results of the third-party valuation, the completeness and accuracy of data inputs used, and the reasonableness of significant assumptions.

Substantively testing, with the assistance of our internal valuation specialists, the fair value of the acquired loans by developing an independent expectation of the fair value. As part of these procedures, the internal valuation specialists also evaluated the appropriateness of the methods and reasonableness of significant assumptions applied in the estimate of the fair value of acquired loans, including the application of loss rates, prepayment rates and discount rates used in the calculation.

/s/Crowe LLP

We have served as the Company's auditor since 2014.

Fort Lauderdale, Florida

February 27, 2026

CONSOLIDATED STATEMENTS OF INCOME

For the Year Ended December 31,
(In thousands, except per share data)202520242023
Interest Income
Interest and dividends on securities
Taxable$151,280$99,456$82,926
Nontaxable3,404135354
Interest and fees on loans657,036597,366581,105
Interest on interest-bearing deposits and other investments24,65428,60224,590
Total Interest Income836,374725,559688,975
Interest Expense
Interest on deposits177,380198,210126,535
Interest on time certificates67,34870,77752,254
Interest on securities sold under agreement to repurchase6,2099,3908,323
Interest on FHLB borrowings25,2957,7266,378
Interest on long-term debt6,6667,4857,245
Total Interest Expense282,898293,588200,735
Net Interest Income553,476431,971488,240
Provision for credit losses51,26016,25837,518
Net Interest Income After Provision for Credit Losses502,216415,713450,722
Noninterest income:
Service charges on deposit accounts23,38620,85218,278
Wealth management income18,56215,16812,780
Mortgage banking income4,7141,7741,790
Interchange income8,1937,59913,877
Insurance agency income5,5815,1964,510
BOLI income12,41010,0658,401
Other26,82630,79022,409
Total Noninterest Income Before Securities (Losses) Gains, Net99,67291,44482,045
Securities losses, net (includes net losses of $0.9 million for 2025, $12.0 million for 2024 and $2.9 million for 2023 in other comprehensive income reclassifications)(522)(8,016)(2,893)
Total Noninterest Income99,15083,42879,152
Noninterest expense:
Salaries and wages186,938162,316171,824
Employee benefits32,84428,25329,918
Outsourced data processing costs37,62336,63834,643
Occupancy31,79029,54731,872
Furniture and equipment9,4218,0318,692
Marketing11,36410,7769,156
Legal and professional fees8,5919,64811,061
FDIC assessments9,5928,4458,630
Amortization of intangibles26,81923,88428,726
OREO expense and net (gain) loss on sale(126)440985
Provision for credit losses on unfunded commitments1,2621,0011,239
Merger and integration costs32,423—33,180
For the Year Ended December 31,
(In thousands, except per share data)202520242023
Other26,31924,32225,696
Total Noninterest Expense414,860343,301395,622
Income Before Income Taxes186,506155,840134,252
Provision for income tax expense41,62834,85430,219
Net Income144,878120,986104,033
Preferred dividends2,138——
Net income available to common shareholders$142,740$120,986$104,033
Per share data
Net income per share of common stock
Diluted$1.57$1.42$1.23
Basic1.591.431.24
Average common shares outstanding
Diluted89,10685,04084,329
Basic88,27684,36783,800

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31,
(In thousands)202520242023
Net Income$144,878$120,986$104,033
Other comprehensive income:
Unrealized gains (losses) on AFS securities, net of tax expense of $25.4 million in 2025, tax benefit of $1.7 million in 2024, and tax expense of $7.7 million in 2023$79,747$(4,913)$23,645
Amortization of unrealized gains on securities transferred to HTM, net of tax benefit of $13 thousand in 2025, $14 thousand in 2024, and $13 thousand in 2023(43)(42)(42)
Reclassification adjustment for losses included in net income, net of tax benefit of $0.2 million in 2025, $3.0 million in 2024, and $0.7 million in 20237118,9712,191
Unrealized gains (losses) on derivatives designated as fair value hedges, net of reclassifications to income, net of tax expense of $9 thousand in 2025, tax benefit of $0.7 million in 2024, and tax expense of $0.7 million in 202327(2,005)1,971
Unrealized gains on derivatives designated as cash flow hedges, net of reclassifications to income, net of tax expense of $0.1 million in 2025 and $0.1 million in 2023230—390
Total other comprehensive income$80,672$2,011$28,155
Comprehensive Income$225,550$122,997$132,188

CONSOLIDATED BALANCE SHEETS

December 31,
(In thousands, except share data)20252024
Assets
Cash and due from banks$181,429$171,615
Interest-bearing deposits with other banks207,116304,992
Total cash and cash equivalents388,545476,607
Time deposits with other banks14,4243,215
Debt securities:
Securities AFS (at fair value)5,164,5672,226,543
Securities HTM (fair value $489.6 million in 2025 and $507.6 million in 2024)586,178635,186
Total debt securities5,750,7452,861,729
Loans held for sale16,29717,277
Loans12,627,98410,299,950
ACL(178,803)(138,055)
Loans, net of ACL12,449,18110,161,895
Bank premises and equipment, net160,139107,555
OREO4,2506,421
Goodwill1,034,735732,417
Other intangible assets, net195,70471,723
BOLI330,563308,995
Net DTAs66,579102,989
Other assets431,169325,485
Total Assets$20,842,331$15,176,308
Liabilities
Deposits:
Noninterest demand$3,897,985$3,352,372
Interest-bearing demand3,993,2252,667,843
Savings974,694519,977
Money market5,141,5194,086,362
Other time deposits1,453,502821,588
Brokered time certificates120,865244,351
Time certificates of more than $250,000674,553549,934
Total Deposits$16,256,343$12,242,427
Securities sold under agreements to repurchase, maturing within 30 days389,003232,071
FHLB borrowings835,000245,000
Long-term debt, net112,761106,966
Other liabilities193,437166,601
Total Liabilities$17,786,544$12,993,065
Commitments and Contingencies (See “Note 9 - Borrowings” and “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk”)
Convertible preferred stock, par value $0.10 per share authorized 4,000,000 shares, issued 11,250 and outstanding 11,250 shares in 2025343,125—
December 31,
(In thousands, except share data)20252024
Shareholders' Equity
Common stock, par value $0.10 per share authorized 120,000,000 shares, issued 98,728,878 and outstanding 97,927,843 shares in 2025 and authorized 120,000,000 shares, issued 86,284,017 and outstanding 85,567,712 shares in 20249,8738,628
Additional paid-in capital2,197,5491,824,935
Retained earnings603,793526,642
Treasury stock (801,035 shares in 2025 and 716,305 shares in 2024), at cost(21,358)(19,095)
Total Shareholders' Equity Before Accumulated Other Comprehensive Loss, Net2,789,8572,341,110
Accumulated other comprehensive loss, net(77,195)(157,867)
Total Shareholders' Equity$2,712,662$2,183,243
Total Liabilities, Convertible Preferred Stock & Shareholders' Equity$20,842,331$15,176,308

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended December 31,
(In thousands)202520242023
Cash Flows From Operating Activities
Net income$144,878$120,986$104,033
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation9,7358,6098,245
Accretion of discounts of premiums on securities, net(7,565)(2,963)(949)
Amortization of operating lease ROUAs9,4418,2218,053
Other amortization and accretion, net20,5712,379(15,875)
Stock-based compensation15,74213,74413,440
Origination of loans designated for sale(165,709)(95,420)(113,151)
Sale of loans designated for sale173,01299,548116,563
Provision for credit losses51,26016,25837,518
Deferred income taxes12,0439,5529,442
Losses on securities5228,0162,935
Gains on sale of loans(6,421)(5,499)(4,211)
(Gains) losses on sale of OREO, net of write-downs(207)134450
Losses on disposition of fixed assets and write-downs upon transfer of bank premises to OREO1312911,842
Changes in operating assets and liabilities, net of effects from acquired companies:
Net increase in other assets(26,430)(5,759)(8,967)
Net (decrease) increase in other liabilities(42,942)1,805(8,755)
Net cash provided by operating activities$188,061$179,902$150,613
Cash Flows From Investing Activities
Maturities and repayments of debt securities AFS538,127382,683220,114
Maturities and repayments of debt securities HTM48,74345,25769,471
Proceeds from sale of debt securities AFS1,793,210216,983113,400
Purchases of debt securities AFS(2,258,000)(993,920)(100,873)
Maturities and redemptions of time deposits with other banks18,6486,1241,984
Purchases of time deposits with other banks—(3,482)(4,605)
Net new loans and principal repayments(982,577)(243,757)110,665
Purchases of loans held for investment—(44,556)—
Proceeds from the sale of loans held for investment19,50734,399—
Proceeds from the sale of OREO4,5342,841577
Proceeds from sale of FHLB and Federal Reserve Bank stock56,19511,31473,473
Purchase of FHLB and Federal Reserve Bank stock(110,594)(20,840)(88,141)
Proceeds from BOLI death benefit5,059——
Proceeds from sale of Visa Class B shares—4,104—
Net cash from bank acquisitions169,559—141,674
Additions to bank premises and equipment(9,174)(4,034)(10,293)
Net cash (used in) provided by investing activities$(706,763)$(606,884)$527,446
For the Year Ended December 31,
(In thousands)202520242023
Cash Flows From Financing Activities
Net (decrease) increase in deposits(142,148)465,493(324,002)
Net increase (decrease) in repurchase agreements51,868(142,502)202,544
Net increase (decrease) in FHLB borrowings with original maturities of three months or less115,000—(280,000)
Repayments of FHLB borrowings with original maturities of more than three months(235,000)(160,000)(75,000)
Proceeds from FHLB borrowings with original maturities of more than three months710,000355,000110,000
Stock-based employee benefit plans(1,353)9455,100
Repurchase of common stock—(880)(10,868)
Dividends paid(67,727)(61,649)(60,591)
Net cash provided by (used in) financing activities$430,640$456,407$(432,817)
Net (decrease) increase in cash and cash equivalents(88,062)29,425245,242
Cash and cash equivalents at beginning of period476,607447,182201,940
Cash and cash equivalents at end of period$388,545$476,607$447,182
Supplemental disclosure of cash flow information:
Cash paid for interest$277,644$287,272$191,225
Cash paid (refunded) for U.S. federal taxes, net13,44116,888(6,000)
Cash paid for U.S. state taxes, net12,1201,60979
Recognition of operating lease ROUAs, other than through bank acquisition, net of terminations12,695—2,068
Recognition of operating lease liabilities, other than through bank acquisition, net of terminations12,868—2,080
Transfer of loans from held for investment to held for sale$—19,775$—
Transfer from loans to OREO1,198953—
Transfer from bank premises to OREO4258836,286
1Primarily attributable to the state of Florida.
2See "Note 17 - Business Combinations" for non-cash transactions related to business combinations.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY

Shareholders' Equity
Convertible · AccumulatedOther
Preferred Stock · Common Stock · Paid-in · Retained · Treasury · Comprehensive
(Dollars and shares in thousands) · Shares · Amount · Shares · Amount · Capital · Earnings · Stock · Income (Loss) · Total
Balance at December 31, 2022—$—71,618$7,162$1,377,802$423,863$(13,019)$(188,033)$1,607,775
Comprehensive income—————104,033—28,155132,188
Stock-based compensation expense——30—13,440———13,440
Common stock issued for stock-based employee benefit plans——9701008,691—(3,691)—5,100
Issuance of common stock, pursuant to acquisition——12,7921,279409,459———410,738
Conversion of options, pursuant to acquisition————10,304———10,304
Repurchase of common stock——(549)(55)(10,813)———(10,868)
Dividends on common stock ($0.71 per share)—————(60,591)——(60,591)
Balance at December 31, 2023—$—84,861$8,486$1,808,883$467,305$(16,710)$(159,878)$2,108,086
Comprehensive income—————120,986—2,011122,997
Stock-based compensation expense————13,744———13,744
Common stock issued for stock-based employee benefit plans——7471422,308—(1,505)—945
Repurchase of common stock——(40)———(880)—(880)
Dividends on common stock ($0.72 per share)—————(61,649)——(61,649)
Balance at December 31, 2024—$—85,568$8,628$1,824,935$526,642$(19,095)$(157,867)$2,183,243
Comprehensive income—————144,878—80,672225,550
Stock-based compensation expense————15,742———15,742
Common stock issued for stock-based employee benefit plans——57567843—(2,263)—(1,353)
Issuance of common stock, pursuant to acquisition—11,7851,178356,029———357,207
Issuance of preferred stock, pursuant to acquisition11343,125———————
Dividends on common stock ($0.73 per share)—————(65,589)——(65,589)
Dividends on preferred stock ($0.19 per share)1—————(2,138)——(2,138)
Balance at December 31, 202511$343,12597,928$9,873$2,197,549$603,793$(21,358)$(77,195)$2,712,662
1In the fourth quarter of 2025, non-voting convertible preferred shares were issued in connection with the VBI acquisition. Those shares earn dividends pro-rata with common shares, or $0.19 per 1/1,000th preferred share.

NOTES TOCONSOLIDATEDF INANCIALS TATEMENTS

Seacoast Banking Corporation of Florida and Subsidiaries

Note 1 - Significant Accounting Policies

General: Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) is a financial holding company withone operating subsidiary bank, Seacoast National Bank (“Seacoast Bank”). The Company provides integrated financial services including commercial and consumer banking, wealth management, and mortgage and insurance services to customers at 104 full-service branches, and through advanced mobile and online banking solutions.19 branches recently acquired in the Villages community and in North Central Florida will operate under the name Citizens First Bank until Seacoast’s system conversion takes place early in the third quarter of 2026.

See the Glossary of Defined Terms at the beginning of this Report for terms used herein.

The consolidated financial statements include the accounts of Seacoast and all its majority-owned subsidiaries but exclude trusts created for the issuance of trust preferred securities. In consolidation, all significant intercompany accounts and transactions are eliminated.

The accounting and reporting policies of the Company are in accordance with GAAP, and they conform to customary practices within the applicable industries. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates: The preparation of these consolidated financial statements requires management to make judgments in the application of certain accounting policies that involve significant estimates and assumptions. The Company has established policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. These estimates and assumptions, which may materially affect the reported amounts of certain assets, liabilities, revenues and expenses, are based on information available as of the date of the financial statements, and changes in this information over time and the use of revised estimates and assumptions could materially affect amounts reported in subsequent financial statements. Specific areas, among others, requiring the application of management’s estimates include the determination of the ACL, acquisition accounting and purchased loans, intangible assets and impairment testing, and other fair value measurements.

Cash and Cash Equivalents: Cash and cash equivalents include cash and due from banks and interest-bearing bank balances. Cash equivalents have original maturities of three months or less, and accordingly, the carrying amount of these instruments is deemed to be a reasonable estimate of fair value.

Time Deposits with Other Banks: Time deposits with other banks consist of certificates of deposit with original maturities greater than three months and are carried at cost.

Securities Purchased and Sold Agreements: Securities purchased under resale agreements and securities sold under repurchase agreements are generally accounted for as collateralized financing transactions and are recorded at the amount at which the securities were acquired or sold plus accrued interest. It is the Company’s policy to take possession of securities purchased under resale agreements, which are primarily U.S. government and government agency securities. The fair value of securities purchased and sold is monitored and collateral is obtained from or returned to the counterparty when appropriate.

Securities: Debt securities are classified as AFS or HTM. Debt securities AFS may be sold as part of the Company's asset/liability management or in response to, or in anticipation of, changes in interest rates and resulting prepayment risk, or for other factors, and are stated at fair value. Unrealized gains or losses are reflected as a component of shareholders' equity net of tax or included in noninterest income as appropriate. Debt securities HTM that the Company has the ability and intent to hold to maturity are carried at amortized cost. Equity securities with readily determinable fair values are considered marketable and measured at fair value with unrealized gains or losses included in noninterest income as securities gains or losses. Equity investments that do not have readily determinable fair values are considered non-marketable and are accounted for at cost under the measurement alternative to fair value, with adjustments for impairment and observable price changes if applicable.

The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flow analyses, using observable market data where available.

Realized gains and losses are included in noninterest income as investment securities gains (losses). Interest and dividends on securities, including amortization of premiums and accretion of discounts on debt securities, are recognized in interest income on an accrual basis using the interest method. The Company anticipates prepayments of principal in the calculation of the effective yield for collateralized mortgage obligations and mortgage-backed securities by obtaining estimates of prepayments from independent third parties. The adjusted cost of each specific security sold is used to compute realized gains or losses on the sale of securities on a trade date basis.

Credit losses on securities: For securities classified as HTM, management estimates expected credit losses over the remaining expected life and recognizes this estimate as an ACL. Debt securities classified as AFS are considered impaired if the fair value is less than amortized cost. Impairments are analyzed at an individual security level on a quarterly basis and both quantitative and qualitative assessments are utilized to determine if a security has a credit loss. Qualitative assessments consider a range of factors including percent decline in fair value, rating downgrades, subordination, duration, amortized LTV, and the ability of the issuers to pay all amounts due in accordance with the contractual terms. Quantitative assessments are based on a discounted cash flow analysis, which includes evaluating the timing and amount of the expected cash flows. If any portion of the decline in fair value is related to credit, then the credit loss is recognized as an allowance for credit loss, and the noncredit portion is recognized in other comprehensive income.

Loans Held for Sale: The Company has elected to account for residential mortgage loans originated as held for sale at fair value. Changes in fair value are measured and recorded in Mortgage banking income in noninterest income each period. The Company designates other loans as held for sale when it has the intent to sell them. These loans are recorded at the lower of cost or estimated fair value on an individual basis. When such loans are transferred to held for sale, any previously recorded ACL is reversed into earnings, and the loan is recorded at its amortized cost basis. Prior to the transfer, write-downs on the loans are recorded as charge-offs, establishing a new cost basis upon transfer.

Loans Held for Investment: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are considered held for investment. Loans originated by Seacoast and held for investment are recognized at the principal amount outstanding, net of unearned income and amounts charged off. Unearned income includes discounts, premiums and deferred loan origination fees reduced by loan origination costs. Unearned income on loans is amortized to interest income over the life of the related loan using the effective interest rate method. Interest income is recognized on an accrual basis.

Loans acquired through business acquisitions are recorded at fair value on the acquisition date. Loans that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination are classified as PCD. Acquired loans that do not meet the definition of PCD are classified by the Company as acquired Non-PCD. Expected credit losses on loans not considered PCD are recognized through the provision for credit losses when the initial allowance is recorded.

A loan for which the terms have been modified with principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension and for which the borrower is experiencing financial difficulty, is considered to be a TBM.

Loans held for investment are categorized into the following segments:

Construction and land development: Loans are extended to both commercial and consumer customers which are collateralized by and for the purpose of funding land development and construction projects, including commercial, 1-4 family residential, multi-family, and non-farm residential properties where the primary source of repayment is from proceeds of the sale, refinancing or permanent financing of the property.

CRE - owner occupied: Loans are extended to commercial customers for the purpose of acquiring or refinancing real estate to be occupied by the borrower's business. These loans are collateralized by the subject property, and the repayment of these loans is largely dependent on the performance of the company occupying the property.

CRE - non-owner occupied: Loans are extended to commercial customers for the purpose of acquiring or refinancing commercial property where occupancy by the borrower is not their primary intent. These loans are viewed primarily as cash flow loans, collateralized by the subject property, and the repayment of these loans is largely dependent on rental income from third parties or from the sale of the property.

Residential real estate: Loans are extended to consumer customers and collateralized primarily by 1-4 family residential properties and include fixed and variable rate mortgages, home equity mortgages, and HELOCs. Loans are primarily written based on conventional loan agency guidelines, including loans that exceed agency value limitations. Sources of repayment are largely dependent on the occupant of the residential property.

Commercial and financial: Loans are extended to commercial customers. The purpose of the loans can be working capital, physical asset expansion, asset acquisition or other business purposes. Loans may be collateralized by assets owned by the borrower or the borrower's business. Commercial loans are based primarily on the historical and projected cash flow of the borrower's business and secondarily on the capacity of credit enhancements, guarantees, and underlying collateral provided by the borrower.

Consumer: Loans are extended to consumer customers. The segment includes both installment loans and lines of credit which may be collateralized or non-collateralized.

Allowance for credit losses on loans: The ACL represents management's best estimate of expected credit losses related to the loan portfolio at the balance sheet date. The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount to be collected on loans. Loan balances deemed uncollectible are charged off against the ACL and recoveries are credited to the allowance. In order to adjust the allowance to the current estimate of expected credit losses, charges or credits to the provision for credit losses are reflected in the Consolidated Statements of Income. The Company excludes accrued interest on loans from its determination of allowance as such amounts are generally reversed against interest income when a loan is placed in nonperforming status.

Portfolio segments represent the level at which the Company develops and documents its methodology for determining its ACL. Portfolio segments are disaggregated by similar risk characteristics such as customer and/or collateral type and are described above in Loans Held for Investment.

The ACL is measured on a collective basis when similar risk characteristics exist. Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Economic forecast data is sourced from Moody’s, a firm recognized for its research, analysis, and economic forecasts. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. The forecast may utilize one scenario or a composite of scenarios based on management's judgment and expectations around the current and future macroeconomic outlook. Expected credit losses are estimated for commercial loans using a discounted cash flow over the contractual term of the loans, adjusted for expected prepayments when appropriate. A loss rate methodology is utilized for consumer loans.

Adjustments may be made to baseline reserves based on an assessment of internal and external influences on credit quality not fully reflected in the quantitative components of the allowance model. These influences may include elements such as changes in concentration, macroeconomic conditions, recent observable asset quality trends, staff turnover, regional market conditions, employment levels, model risk, integration risk, and loan growth. Based upon management's assessments of these factors, the Company may apply qualitative adjustments to the allowance.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. For loans that are individually evaluated, the allowance is determined through review of data specific to the borrower and the related collateral, if any. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

The allowance for PCD loans is determined at the time of acquisition as the estimated expected credit loss of the outstanding balance or par value, based on the methodologies described previously for loans. The allowance recognized at acquisition is added to the acquisition date purchase price to determine the asset’s amortized cost basis.

It is the Company's practice to ensure that the charge-off policy aligns with regulatory requirements. Losses on unsecured consumer loans are recognized at 90 days past due. In compliance with FFIEC guidelines, secured consumer loans, including residential real estate, are typically charged off or charged down between 120 and 180 days past due, depending on the collateral type. Commercial loans and real estate loans are typically placed on nonaccrual status when principal or interest is past due for 90 days or more, unless the loan is both secured by collateral having realizable value sufficient to discharge the debt in-full and the loan is in process of collection. Secured loans may be charged down to the estimated value of the collateral with previously accrued unpaid interest reversed against interest income. Subsequent charge-offs may be required as a result of changes in the market value of collateral or other repayment prospects. Initial charge-off amounts are based on valuation estimates derived from appraisals or other market information. Generally, updated appraisals are not received until the foreclosure process is completed; however, collateral values are evaluated periodically based on market information and incremental charge-offs are recorded if it is determined that collateral values have declined from their initial estimates.

Derivative Instruments and Hedging Activities: The Company enters into derivative contracts, including swaps, to meet the needs of customers who request such services and to manage the Company's exposure to interest rate fluctuations. Derivative contracts are carried at fair value and recorded in the consolidated balance sheet within Other assets or Other liabilities. The gain or loss resulting from changes in the fair value of derivatives designated and qualifying as cash flow hedging instruments is initially reported as a component of Other comprehensive income and subsequently reclassified into earnings through interest income in the same period in which the hedged transaction affects earnings. The gain or loss resulting from changes in the fair value of interest rate swaps designated as fair value hedges is classified in the statement of income or comprehensive income in the line item associated with the instrument being hedged.

The Company prepares written hedge documentation for all derivatives which are designated as hedges of (i) changes in the fair value of a recognized asset or liability (fair value hedge) attributable to a specified risk or (ii) a forecasted transaction, such as the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). The written hedge documentation includes identification of, among other items, the risk management objective, hedging instrument, hedged item, and methodologies for assessing and measuring hedge effectiveness, along with support for management’s assertion that the hedge will be highly effective.

The Company discontinues hedge accounting prospectively when it is determined that the derivative contract is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is terminated, management determines that the designation of the derivative as a hedging instrument is no longer appropriate or, for a cash flow hedge, the occurrence of the forecasted transaction is no longer probable. When hedge accounting on a cash flow hedge is discontinued, any subsequent changes in fair value of the derivative are recognized in earnings. The cumulative unrealized gain or loss related to a discontinuing cash flow hedge continues to be reported in AOCI and is subsequently reclassified into earnings in the same period in which the hedged transactions affects earnings, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period, in which case the cumulative unrealized gain or loss in AOCI is reclassified into earnings immediately.

Cash flows resulting from derivative financial instruments that are accounted for as hedges are classified in the cash flow statement in the same category as the cash flows from the hedged items.

IRLCs are for loans which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs relate to the origination of loans that are held for sale and are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free standing derivatives, which are carried at fair value with changes recorded in Mortgage banking income in the Consolidated Statements of Income. Changes in the fair value of IRLCs subsequent to inception are recorded in Other assets or Other liabilities on the Consolidated Balance Sheets, and are based on (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability when the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time. Forward TBA mortgage-backed securities and forward loan sale commitments are also free standing derivatives carried at fair value with changes recorded in Mortgage banking income in the Consolidated Statements of Income and changes in the fair value subsequent to inception recorded in Other assets or Other liabilities on the Consolidated Balance Sheets. See Note 6 – Derivatives and Note 16 - Fair Value for additional detail.

Loan Commitments and Letters of Credit: Loan commitments and letters of credit are an off-balance sheet item and represent commitments to make loans or lines of credit available to borrowers. The face amount of these commitments represents an exposure to loss, before considering customer collateral or ability to repay. Such commitments are recognized as loans when funded. The Company estimates a reserve for potential losses on unfunded commitments, which is reported separately from the ACL, within Other Liabilities. Changes to the allowance for credit losses on unfunded commitments are recorded in noninterest expense on the income statement. The reserve is based upon the same quantitative and qualitative factors applied to the collectively evaluated loan portfolio. Fees on commitments are typically deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing.

Fair Value Measurements: The Company measures or monitors the fair value of many of its assets and liabilities. Certain assets are measured on a recurring basis, including AFS securities, equity securities, MSR and derivatives. These assets are carried at fair value on the Company’s balance sheets. Additionally, fair value is measured on a non-recurring basis to evaluate assets or liabilities for impairment. Examples include collateral-dependent loans, OREO, and long-lived assets.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value.

The Company applies the following fair value hierarchy:

Level 1 – Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments.

Level 2 – Assets and liabilities valued based on observable market data for similar instruments.

Level 3 – Assets and liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require.

When determining the fair value measurements for assets and liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets and liabilities. Certain assets and liabilities are not actively traded in observable markets, and the Company must use alternative valuation techniques to derive a fair value measurement.

Bank Premises and Equipment: Bank premises and equipment are stated at cost, less accumulated depreciation and amortization. Premises and equipment include certain costs associated with the acquisition of leasehold improvements. Depreciation and amortization are recognized principally by the straight-line method, over the estimated useful lives as follows: buildings -25-40 years, leasehold improvements -5-25 years, furniture and equipment -3-12 years. Leasehold improvements amortize over the shorter of the lease term or estimated useful life. Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable. If impaired, the assets are written down to fair value with a corresponding increase to noninterest expense.

Other Real Estate Owned: OREO consists of real estate taken in foreclosure of defaulted loan balances. These assets are carried at an amount equal to the loan balance prior to foreclosure plus costs incurred for improvements to the property, but no more than the estimated fair value of the property less estimated selling costs. Any valuation adjustments required at the date of transfer are charged to the ACL. Subsequently, unrealized losses and realized gains and losses are included in other noninterest expense. Operating results from OREO are recorded in other noninterest expense.

OREO may also include bank premises no longer utilized in the course of the Company's business (closed branches) that are initially recorded at the lower of carrying value or fair value, less costs to sell. If the fair value of the premises is less than carrying value, a write down is recorded through noninterest expense. Costs to maintain the property are expensed.

Intangible Assets: The Company’s intangible assets consist of goodwill, CDI, customer relationship intangibles and loan servicing rights. Goodwill results from business combinations and represents the difference between the purchase price and the fair value of net assets acquired. Goodwill may be adjusted for up to one year from the acquisition date in the event new information is obtained which, if known at the date of the acquisition, would have impacted the fair value of the acquired assets and liabilities. Goodwill is considered to have an indefinite useful life and is not amortized, but rather tested for impairment annually in the fourth quarter, or more often if circumstances arise that may indicate risk of impairment. If impaired, goodwill is written down with a corresponding impact to noninterest expense.

The Company recognizes CDI that result from either whole bank acquisitions or branch acquisitions. CDI is initially measured at fair value and then amortized over periods ranging fromsix toten years generally on an accelerated basis. Customer relationship intangibles are measured at fair value and amortized on a straight-line basis overten years. The Company evaluates other identifiable intangibles for impairment annually, or more often if circumstances arise that may indicate risk of impairment. If impaired, the intangible asset is written down with a corresponding increase to noninterest expense.

Servicing Rights: In October 2025, the Company acquired MSRs as part of the VBI acquisition. The acquired MSRs were initially recognized at fair value, and the Company elected to subsequently measure these MSRs using the fair value method, with changes in fair value reported in earnings, within Mortgage banking income in the Consolidated Statements of Income, during the period in which they occur. The Company retains the right to service certain residential mortgage loans that it sells to secondary market investors and these MSRs are recognized as a separate asset on the date the corresponding mortgage loan is sold and accounted for using the fair value method. The fair value of MSRs is estimated using a discounted cash flow approach, which incorporates key assumptions such as expected cash flows, prepayment speeds, servicing costs, market discount rates, and other relevant factors.

Servicing rights associated with SBA loan sales are accounted for under the amortization method, with related amortization recognized in noninterest expense. Mortgage and SBA servicing rights are included in Other intangible assets, net. See "Note 8 - Goodwill and Acquired Intangible Assets," for further detail.

Bank Owned Life Insurance: The Company, through its subsidiary bank, has purchased or acquired through bank acquisitions, life insurance policies on certain key executives and members of management. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Other Investments: Included in Other Assets are investments in funds generating affordable housing tax credits, and investments in SBICs, which are privately owned and operated companies licensed by the SBA to invest in small businesses. Investments generating tax credits are accounted for using the proportional amortization method. Under this method, the investor amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits allocated to the investor. The amortization is recorded in income tax expense within the income statement, which is the location the related tax credits are recorded. SBIC investments are accounted for using the NAV practical expedient as provided in the financial statements received from the SBICs. Prior to the fourth quarter of 2024, SBIC investments were accounted for at cost less impairment, if any. Income from SBIC investments is recognized in Noninterest income.

Seacoast Bank is a member of the FHLB and FRB systems. Members are required to own a certain amount of FHLB and FRB stock-based on the level of borrowings and other factors, and may invest in additional amounts. The FHLB and FRB stock are accounted for at cost less impairment, if any. Both cash and stock dividends are recognized in earnings.

Leases: Arrangements are analyzed at inception to determine the existence of a lease. ROUAs represent the right to use the underlying asset and lease liabilities represent the obligation to make lease payments for the lease term. Operating lease ROUAs and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the appropriate term and information available at commencement date in determining the present value of lease payments. The lease term may include options to extend the lease when it is reasonably certain that the option will be exercised. ROUAs and operating lease liabilities are reported in Other Assets and Other Liabilities, respectively, in the Consolidated Balance Sheet. Lease expense for lease payments is recognized on a straight-line basis over the lease term and is classified as Occupancy or Furniture and equipment expense based on the subject asset.

Revenue Recognition: The Company recognizes two types of revenue in its Consolidated Statements of Income, interest income and noninterest income. The Company's principal source of revenue is interest income from loans and securities which is recognized on an accrual basis using the effective interest method.

Noninterest income includes revenue from various types of transactions and services provided to customers. The Company recognizes revenue from contracts with customers as performance obligations are satisfied. Performance obligations are typically satisfied in one year or less. Relevant activity includes:

Service Charges on Deposits: Seacoast Bank offers a variety of deposit-related services to its customers through several delivery channels including branch offices, ATMs, telephone, mobile, and internet banking. Transaction-based fees are recognized when services, each of which represents a performance obligation, are satisfied. Service fees may be assessed monthly, quarterly, or annually; however, the account agreements to which these fees relate can be canceled at any time by Seacoast and/or the customer. Therefore, the contract term is considered a single day (a day-to-day contract).

Wealth Management Income: The Company earns trust fees from fiduciary services provided to trust customers, which include custody of assets, recordkeeping, collection and distribution of funds. Fees are earned over time and accrued monthly as the Company provides services, and are generally assessed based on the market value of the trust assets under management at a particular date or over a particular period. The Company also earns commissions and fees from investment brokerage services provided to its customers through an arrangement with a third-party service provider. Commissions received from the third-party service provider are recorded monthly and are based upon customer activity. Fees are earned over time and accrued monthly as services are provided. The Company acts as an agent in this arrangement and therefore presents the brokerage commissions and fees net of related costs.

Mortgage Banking Income: The Company recognizes earnings derived from mortgages originated and subsequently sold, generally with servicing retained. The primary components include gains and losses on mortgage sales; servicing revenue; changes in fair value of MSRs; and changes in fair value of IRLCs, forward TBA mortgage-backed securities, and forward loan sale commitments. Refer to"Servicing Rights" and"Derivative Instruments and Hedging Activities" in Note 1 - Significant Accounting Policies, for further discussion.

Interchange Income: Fees earned on card transactions depend upon the volume of activity, as well as the fees permitted by the payment network. Such fees are recognized by the Company upon fulfilling its performance obligation to approve the card transaction.

Insurance Agency Income: Insurance commissions are earned upon the sale of insurance products as agent and are paid by the insurance companies upon the completion of application requirements and receipt of client payment to the insurance company. The commissions are recognized upon the placement date of the insurance policies, representing the Company’s related performance obligations. Commission payment is normally received within the policy period.

Treasury Stock and Share Repurchases: The Company's repurchases of shares of its common stock are recorded at cost as additional paid-in capital and result in a reduction of shareholders' equity. Activity in treasury stock represents shares traded to offset employee payroll taxes on vested shares. Shares held in treasury are also used for employee share purchases through the Company's ESPP.

Convertible Preferred Stock: On October 1, 2025, the Company issued Series A Non-Voting Preferred Stock and each 1/1,000 th of a share of Series A preferred stock is convertible into one share of Seacoast common stock, subject to certain restrictions. Holders of Series A preferred stock are entitled to receive ratable dividends when dividends are concurrently declared and payable on the shares of Seacoast common stock. See "Note 17 - Business Combinations," for further detail.

ASC 480, Distinguishing Liabilities from Equity (ASC 480-10-S99-3A) requires preferred stock that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. The terms of the convertible preferred stock provide for the convertible preferred shares to receive the same form and amount of consideration, if any, as the holders of common stock in the event of a change in control of the Company. No such event is considered probable; however, because the terms may result in settlement in cash or other non-equity consideration upon an event outside of the Company's control, the convertible preferred stock does not meet the criteria for permanent equity classification, and management has determined it should instead be classified outside of permanent equity under ASC 480.

Stock-Based Compensation: For RSAs, which generally vest based on continued service with the Company, the deferred compensation is measured as the fair value of the shares on the date of grant, and the deferred compensation is amortized as salaries and wages expense in accordance with the applicable vesting schedule, generally straight-line over three years. Some award shares vest based upon the Company achieving certain performance goals and the amortization expense recorded within salaries and wages is based on an estimate of the most likely results on a straight line basis. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with market assumptions. The fair value is amortized on a straight-line basis over the vesting period, generally five years. The Company accounts for forfeitures as they occur.

Income Taxes: Deferred tax assets and liabilities are determined based on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and their related tax bases and are measured using the enacted tax rates and laws that are in effect. A valuation allowance is recognized for a DTA if, based on the weight of available evidence, it is more likely than not that some portion or all of the DTA will not be realized. The effect on DTAs and liabilities of a change in rates is recognized as income or expense in the period in which the change occurs.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of specific categories in the income tax rate reconciliation and requires additional information for reconciling items that meet a quantitative threshold. The standard requires an annual disclosure of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The standard was adopted by the Company effective January 1, 2025 and the required disclosures are included in “Note 12 - Income Taxes” and the Consolidated Statement of Cash Flows beginning with the Company's Annual Report on this Form 10-K.

Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures. ASU 2024-03 requires disclosure of disaggregated prescribed expenses within relevant income statement captions. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the changes to its existing disclosures.

In November 2025, the FASB issued ASU 2025-08, Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 requires that purchased seasoned loans be accounted for using the gross-up approach. The gross-up approach requires recognition of an ACL for the estimate of credit losses at the acquisition date. The ACL is recorded with an offsetting gross-up adjustment to the purchase price of the acquired financial asset. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods within those annual reporting periods. Early adoption is permitted; however, the Company did not early adopt the standard as of December 31, 2025.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. ASU 2025-09 introduces five targeted improvements to better align hedge accounting with entities’ risk management activities. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within those annual reporting periods. The Company is evaluating the impact of the changes to its consolidated financial statements and existing disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies interim disclosure requirements and provides a comprehensive list of interim disclosures that are required by GAAP. The ASU also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact of the changes to its consolidated financial statements and existing disclosures.

Note 2 - Earnings Per Share

The Company computes EPS using the two-class method. The two-class method of computing EPS is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared and participation rights in undistributed earnings. The Company's Series A Non-Voting Preferred Stock is a participating security. Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS are based on the weighted-average number of common shares outstanding during each period, plus common share equivalents, calculated for share-based awards outstanding using the treasury stock method and preferred shares using the more dilutive of either the two-class or if-converted method.

Options to purchase shares of the Company's common stock totaling 321,102 in 2025,327,186 in 2024, and 344,230 in 2023, were anti-dilutive.

For the Year Ended December 31,
(In thousands, except per share data)202520242023
Basic EPS
Net income$144,878$120,986$104,033
Less preferred stock dividends(2,138)——
Net income available to common shareholders142,740120,986104,033
Less allocation of earnings to preferred stock(2,434)——
Net income available to common shareholders after allocation of earnings to preferred stock$140,306$120,986$104,033
Average common shares outstanding88,27684,36783,800
Net income per share$1.59$1.43$1.24
Diluted EPS
Net income$144,878$120,986$104,033
Less preferred stock dividends(2,138)——
Net income available to common shareholders142,740120,986104,033
Less allocation of earnings to preferred stock(2,411)——
Net income available to common shareholders after allocation of earnings to preferred stock$140,329$120,986$104,033
Average common shares outstanding88,27684,36783,800
Add: Dilutive effect of employee restricted stock and stock options830673529
Average diluted shares outstanding89,10685,04084,329
Net income per share$1.57$1.42$1.23

Note 3 - Securities

The amortized cost, gross unrealized gains and losses and fair value of debt securities AFS and HTM at December 31, 2025 and December 31, 2024 are summarized as follows:

(In thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
AFS Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies$54,831$365$(451)$54,745
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities3,681,49941,388(135,388)3,587,499
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities395,1654,636(5,928)393,873
Private mortgage-backed securities and collateralized mortgage obligations131,846561(5,010)127,397
CLOs423,864636(512)423,988
Obligations of state and political subdivisions336,417651(2,520)334,548
Other debt securities242,672421(576)242,517
Totals$5,266,294$48,658$(150,385)$5,164,567
HTM Debt Securities
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities$498,931$—$(90,696)$408,235
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities87,247—(5,922)81,325
Totals$586,178$—$(96,618)$489,560
(In thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
AFS Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies$28,233$29$(522)$27,740
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities1,777,2741,237(190,536)1,587,975
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities206,5371,195(10,283)197,449
Private mortgage-backed securities and collateralized mortgage obligations129,475149(8,382)121,242
CLOs278,342788(166)278,964
Obligations of state and political subdivisions7,139—(1,449)5,690
Other debt securities7,38994—7,483
Totals$2,434,389$3,492$(211,338)$2,226,543
HTM Debt Securities
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities$546,444$—$(117,620)$428,824
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities88,742—(9,972)78,770
Totals$635,186$—$(127,592)$507,594

During the year ended December 31, 2025, debt securities with a fair value of $1.8 billion assumed in bank acquisitions were sold. No gain or loss was recognized on these sales. During the year ended December 31, 2025, there were $19.8 million in other sales of securities, with gross losses of $1.0 million. During the year ended December 31, 2024, debt securities with a fair value of $217.0 million were sold, with gross losses of $12.0 million. During the year ended December 31, 2023, debt securities with a fair value of $22.1 million obtained in the acquisition of Professional were sold, with no corresponding gain or loss on sale recognized. During the year ended December 31, 2023, there were $91.3 million in other sales of securities, with gross gains of $25 thousand and gross losses of $3.0 million. Also included in “Securities losses, net” is an increase of $0.4 million in 2025, a decrease of $0.1 million in 2024, and an increase of $42 thousand in 2023, in the value of investments in mutual funds that invest in CRA-qualified debt securities.

At December 31, 2025, debt securities with a fair value of $1.8 billion were pledged primarily as collateral for public deposits and secured borrowings.

The amortized cost and fair value of securities HTM and AFS at December 31, 2025, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because prepayments of the underlying collateral for these securities may occur, due to the right to call or repay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

Held-to-MaturityAvailable-for-Sale
(In thousands)AmortizedCostFairValueAmortizedCostFairValue
Due in less than one year$—$—$7,571$7,584
Due after one year through five years——9,8889,887
Due after five years through ten years——36,40735,602
Due after ten years——337,382336,220
$—$—$391,248$389,293
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities$498,931$408,235$3,681,499$3,587,499
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities87,24781,325395,165393,873
Private mortgage-backed securities and collateralized mortgage obligations——131,846127,397
CLOs——423,864423,988
Other debt securities——242,672242,517
Totals$586,178$489,560$5,266,294$5,164,567

The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models, or discounted cash flow analyses, or using observable market data. The tables below indicate the fair value of AFS debt securities with unrealized losses for which no ACL has been recorded.

Less Than 12 Months12 Months or LongerTotal1
(In thousands)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
U.S. Treasury securities and obligations of U.S. government agencies$21,846$(31)$13,932$(420)$35,778$(451)
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities378,739(1,625)730,551(133,763)1,109,290(135,388)
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities90,765(61)95,090(5,867)185,855(5,928)
Private mortgage-backed securities and collateralized mortgage obligations969(1)76,829(5,009)77,798(5,010)
CLOs211,052(320)38,882(192)249,934(512)
Obligations of state and political subdivisions244,168(1,445)5,730(1,075)249,898(2,520)
Other debt securities132,345(576)——132,345(576)
Totals$1,079,884$(4,059)$961,014$(146,326)$2,040,898$(150,385)
1Comprised of 383 individual securities
Less Than 12 Months12 Months or LongerTotal1
(In thousands)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
U.S. Treasury securities and obligations of U.S. government agencies$4,825$(13)$18,060$(509)$22,885$(522)
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities648,967(7,578)739,363(182,958)1,388,330(190,536)
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities13,200(222)107,041(10,061)120,241(10,283)
Private mortgage-backed securities and collateralized mortgage obligations7,178(16)101,242(8,366)108,420(8,382)
CLOs43,410(152)7,596(14)51,006(166)
Obligations of state and political subdivisions319(15)5,371(1,434)5,690(1,449)
Totals$717,899$(7,996)$978,673$(203,342)$1,696,572$(211,338)
1Comprised of 377 individual securities

At December 31, 2025, the Company had unrealized losses of $0.5 million on U.S. Treasury securities and obligations of U.S. government agencies having a fair value of $35.8 million. These securities are either explicitly or implicitly guaranteed by the full faith and credit of the U.S. government. The Company does not expect individual securities issued by the U.S. Treasury, a U.S. agency, or a sponsored U.S. agency to incur future losses of principal. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities. Therefore, at December 31, 2025, no ACL has been recorded.

At December 31, 2025, the Company had unrealized losses of $141.3 million on commercial and residential mortgage-backed securities and collateralized mortgage obligations issued by government-sponsored entities having a fair value of $1.3 billion. These securities are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. The implied government guarantee of principal and interest payments and the high credit rating of the portfolio provide a sufficient basis for the current expectation that there is no risk of loss if default were to occur. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities. Therefore, at December 31, 2025, no ACL has been recorded.

At December 31, 2025, the Company had $5.0 million of unrealized losses on private label residential mortgage-backed securities and collateralized mortgage obligations having a fair value of $77.8 million. The securities have weighted-average credit support of 22%. Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities. Therefore, at December 31, 2025, no ACL has been recorded.

At December 31, 2025, the Company had $0.5 million of unrealized losses in floating rate CLOs having a fair value of $249.9 million. CLOs are special purpose vehicles and those in which the Company has invested are nearly all first-lien, broadly syndicated corporate loans across a diversified band of industries while providing support to senior tranche investors. As of December 31, 2025, all positions held by the Company are in AAA and AA tranches, with weighted-average credit support of 38% and 24%, respectively. The Company evaluates the securities for potential credit losses by modeling expected loan-level defaults, recoveries, and prepayments for each CLO security. Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities. Therefore, at December 31, 2025, no ACL has been recorded.

At December 31, 2025, the Company had $2.5 million of unrealized losses on municipal securities having a fair value of $249.9 million. These securities are highly rated issuances of state or local municipalities, all of which are continuing to make timely contractual payments. Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities. As a result, as of December 31, 2025, no ACL has been recorded.

All HTM debt securities are issued by government-sponsored entities, which are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. The implied government guarantee of principal and interest payments and the high credit rating of the HTM portfolio provide sufficient basis for the current expectation that there is no risk of loss if a default were to occur. As a result, as of December 31, 2025, no ACL has been recorded. The Company has the intent and ability to hold these securities until maturity.

Included in Other assets at December 31, 2025 and December 31, 2024, is $135.6 million and $77.3 million, respectively, of FHLB and Federal Reserve Bank stock stated at par value. The Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of these cost method investment securities. Accrued interest receivable on AFS and HTM debt securities of $24.5 million and $1.0 million, respectively, at December 31, 2025, and $9.2 million and $1.0 million, respectively, at December 31, 2024, is included in Other assets. Also included in Other assets are investments in CRA-qualified mutual funds carried at fair value of $13.9 million and $13.5 million at December 31, 2025 and December 31, 2024, respectively.

Note 4 - Loans

The following tables present net loan balances by segment for portfolio loans, PCD loans, and loans purchased which are not considered purchase credit deteriorated (“Non-PCD”) as of:

(In thousands)Portfolio LoansAcquired Non-PCD LoansPCD LoansTotal
Construction and land development$579,141$141,326$3,463$723,930
CRE - owner occupied1,505,798509,11828,7092,043,625
CRE - non-owner occupied2,911,1891,193,351150,4524,254,992
Residential real estate2,101,868963,83633,1553,098,859
Commercial and financial1,828,038476,13016,8212,320,989
Consumer141,76843,321500185,589
Totals$9,067,802$3,327,082$233,100$12,627,984
(In thousands)Portfolio LoansAcquired Non-PCD LoansPCD LoansTotal
Construction and land development$568,148$79,370$535$648,053
CRE - owner occupied1,177,538477,45931,6321,686,629
CRE - non-owner occupied2,243,0561,156,849103,9033,503,808
Residential real estate1,882,955719,58914,2412,616,785
Commercial and financial1,424,689199,14627,5191,651,354
Consumer155,78637,282253193,321
Totals$7,452,172$2,669,695$178,083$10,299,950

The amortized cost basis of loans included net deferred costs of $46.3 million and $43.9 million at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, the remaining fair value adjustments on acquired loans was a discount of $150.0 million, or 4.0% of the outstanding acquired loan balances, compared to $128.1 million, or 4.3% of the acquired loan balances at December 31, 2024. The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis.

Accrued interest receivable is included within Other Assets and was $45.7 million and $38.1 million at December 31, 2025 and 2024, respectively.

Loans to directors and executive officers totaled $3.0 million and $1.4 million at December 31, 2025 and 2024, respectively.

The following tables present the status of net loan balances as of December 31, 2025 and December 31, 2024.

(In thousands)CurrentAccruing30-59 Days Past DueAccruing60-89 Days Past DueAccruingGreaterThan 90 DaysNonaccrualTotal
Portfolio Loans
Construction and land development$577,467$60$—$—$1,614$579,141
CRE - owner occupied1,489,2572,313——14,2281,505,798
CRE - non-owner occupied2,908,7891,735271—3942,911,189
Residential real estate2,091,0654,618364—5,8212,101,868
Commercial and financial1,807,01211,51819—9,4891,828,038
Consumer140,67945428—607141,768
Total Portfolio Loans$9,014,269$20,698$682$—$32,153$9,067,802
Acquired Non-PCD Loans
Construction and land development$140,286$—$—$—$1,040$141,326
CRE - owner occupied504,27520439—4,600509,118
CRE - non-owner occupied1,187,231151——5,9691,193,351
Residential real estate954,8203,6091951245,088963,836
Commercial and financial470,768504,785—527476,130
Consumer41,10337——2,18143,321
Total Acquired Non-PCD Loans$3,298,483$4,051$5,019$124$19,405$3,327,082
PCD Loans
Construction and land development$98$—$—$—$3,365$3,463
CRE - owner occupied26,652—219—1,83828,709
CRE - non-owner occupied137,051389——13,012150,452
Residential real estate30,0189938331181,19333,155
Commercial and financial15,786———1,03516,821
Consumer468302——500
Total PCD Loans$210,073$1,412$1,054$118$20,443$233,100
Total Loans$12,522,825$26,161$6,755$242$72,001$12,627,984
(In thousands)CurrentAccruing30-59 Days Past DueAccruing60-89 Days Past DueAccruingGreaterThan 90 DaysNonaccrualTotal
Portfolio Loans
Construction and land development$567,896$127$—$—$125$568,148
CRE - owner occupied1,172,2873,083——2,1681,177,538
CRE - non-owner occupied2,225,216833——17,0072,243,056
Residential real estate1,866,2955,466450—10,7441,882,955
Commercial and financial1,411,6231,075106—11,8851,424,689
Consumer152,1293315—3,321155,786
Total Portfolio Loans$7,395,446$10,915$561$—$45,250$7,452,172
Acquired Non-PCD Loans
Construction and land development$78,728$8$99$—$535$79,370
CRE - owner occupied473,1182,414——1,927477,459
CRE - non-owner occupied1,151,541148——5,1601,156,849
Residential real estate706,5661,064131—11,828719,589
Commercial and financial195,853——353,258199,146
Consumer32,375111—4,89537,282
Total Acquired Non-PCD Loans$2,638,181$3,645$231$35$27,603$2,669,695
PCD Loans
Construction and land development$43$—$—$—$492$535
CRE - owner occupied26,987———4,64531,632
CRE - non-owner occupied96,188———7,715103,903
Residential real estate12,752——1671,32214,241
Commercial and financial22,153———5,36627,519
Consumer200———53253
Total PCD Loans$158,323$—$—$167$19,593$178,083
Total Loans$10,191,950$14,560$792$202$92,446$10,299,950

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest subsequently received on such loans is accounted for under the cost-recovery method, whereby interest income is not recognized until the loan balance is paid down to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, and future payments are reasonably assured. The Company recognized interest income of $4.0 million, $1.3 million, and $0.5 million on nonaccrual loans during the years ended December 31, 2025, 2024, and 2023, respectively.

The following tables present net loans on nonaccrual status as of:

(In thousands)Nonaccrual Loans With No Related AllowanceNonaccrual Loans With an AllowanceTotal Nonaccrual Loans
Construction and land development$4,207$1,812$6,019
CRE - owner occupied15,5465,12020,666
CRE - non-owner occupied18,2021,17319,375
Residential real estate1,44810,65412,102
Commercial and financial3,8427,20911,051
Consumer—2,7882,788
Totals$43,245$28,756$72,001
(In thousands)Nonaccrual Loans With No Related AllowanceNonaccrual Loans With an AllowanceTotal Nonaccrual Loans
Construction and land development$492$660$1,152
CRE - owner occupied2,6226,1188,740
CRE - non-owner occupied29,44943329,882
Residential real estate6,46217,43223,894
Commercial and financial2,70317,80620,509
Consumer2,4165,8538,269
Totals$44,144$48,302$92,446

Loans by Risk Rating

The Company utilizes an internal asset classification system as a means of identifying problem and potential problem loans. The following classifications are used to categorize loans under the internal classification system:

Pass: Loans that are not problem loans or potential problem loans are considered to be pass-rated.

Special Mention: Loans that do not currently expose the Company to sufficient risk to warrant classification in the Substandard or Doubtful categories but possess weaknesses that deserve management’s close attention are deemed to be Special Mention.

Substandard: Loans with the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans that have all the weaknesses inherent in those classified Substandard with the added characteristic that the weakness present makes collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The following tables present the risk rating of loans and gross charge-offs by year of origination as of:

December 31, 2025
(In thousands)20252024202320222021PriorRevolvingRevolving Converted to TermTotal
Construction and Land Development
Risk Ratings:
Pass$121,237$332,530$57,222$41,967$38,085$31,055$87,508$—$709,604
Special Mention————4,914348——5,262
Substandard999—3,8192,095—9651,186—9,064
Doubtful—————————
Total$122,236$332,530$61,041$44,062$42,999$32,368$88,694$—$723,930
Gross Charge-Offs$—$—$115$—$24$17$—$—$156
CRE - owner occupied
Risk Ratings:
Pass$405,841$180,447$156,256$235,989$241,758$703,744$29,882$—$1,953,917
Special Mention—7,3802,8169665,31912,838398—29,717
Substandard—3,46411,34217,8782,19425,03875—59,991
Doubtful—————————
Total$405,841$191,291$170,414$254,833$249,271$741,620$30,355$—$2,043,625
Gross Charge-Offs$—$—$—$238$—$490$—$—$728
CRE - non-owner occupied
Risk Ratings:
Pass$704,003$538,748$318,106$848,500$552,105$1,084,106$31,102$—$4,076,670
Special Mention—228,98444,7389,78142,347——105,872
Substandard———39,5599,06123,830——72,450
Doubtful—————————
Total$704,003$538,770$327,090$932,797$570,947$1,150,283$31,102$—$4,254,992
Gross Charge-Offs$—$—$—$—$—$420$—$—$420
Residential real estate
Risk Ratings:
Pass$272,509$196,766$185,686$476,581$610,708$569,549$662,764$96,123$3,070,686
Special Mention—476781,527—6635,0681747,986
Substandard—3181132,1205,0796,6304,8101,11720,187
Doubtful—————————
Total$272,509$197,560$185,877$480,228$615,787$576,842$672,642$97,414$3,098,859
Gross Charge-Offs$—$—$—$145$210$36$19$—$410
Commercial and financial
Risk Ratings:
Pass$582,118$414,134$151,321$252,087$215,002$167,651$495,663$—$2,277,976
Special Mention—1,2861105842,2296,3123,570—14,091
December 31, 2025
(In thousands)20252024202320222021PriorRevolvingRevolving Converted to TermTotal
Substandard—7162,9445,0676,5386,2116,850—28,326
Doubtful————596———596
Total$582,118$416,136$154,375$257,738$224,365$180,174$506,083$—$2,320,989
Gross Charge-Offs$—$—$85$2,075$1,231$9,637$2,493$—$15,521
Consumer
Risk Ratings:
Pass$16,392$13,716$9,603$19,441$15,123$36,026$72,246$—$182,547
Special Mention1533—2—12168—230
Substandard413232,261—46150—2,812
Doubtful—————————
Total$16,411$13,762$9,626$21,704$15,123$36,499$72,464$—$185,589
Gross Charge-Offs$842$201$62$1,294$108$42$238$—$2,787
Consolidated
Total$2,103,118$1,690,049$908,423$1,991,362$1,718,492$2,717,786$1,401,340$97,414$12,627,984
Gross Charge-Offs$842$201$262$3,752$1,573$10,642$2,750$—$20,022
December 31, 2024
(In thousands)20242023202220212020PriorRevolvingRevolving Converted to TermTotal
Construction and Land Development
Risk Ratings:
Pass$113,993$160,801$161,122$39,276$8,547$36,342$126,659$—$646,740
Special Mention—————75——75
Substandard——18390—965——1,238
Doubtful—————————
Total$113,993$160,801$161,305$39,366$8,547$37,382$126,659$—$648,053
Gross Charge-Offs$—$—$—$—$—$1$—$—$1
CRE - owner occupied
Risk Ratings:
Pass$184,312$139,197$260,266$257,711$153,702$628,391$20,674$—$1,644,253
Special Mention——4,9752,3442,4187,9651—17,703
Substandard891,0612,8213775,87014,106349—24,673
Doubtful—————————
Total$184,401$140,258$268,062$260,432$161,990$650,462$21,024$—$1,686,629
Gross Charge-Offs$—$—$179$—$—$162$—$—$341
December 31, 2024
(In thousands)20242023202220212020PriorRevolvingRevolving Converted to TermTotal
CRE - non-owner occupied
Risk Ratings:
Pass$495,361$236,306$820,739$581,892$237,777$1,012,209$24,752$—$3,409,036
Special Mention27—4,7731,2695,26525,245——36,579
Substandard——10,46210,68416,43720,610——58,193
Doubtful—————————
Total$495,388$236,306$835,974$593,845$259,479$1,058,064$24,752$—$3,503,808
Gross Charge-Offs$—$—$—$—$89$1,396$—$—$1,485
Residential real estate
Risk Ratings:
Pass$93,644$146,836$469,071$630,378$152,116$483,150$517,136$96,256$2,588,587
Special Mention—————1643,434223,620
Substandard149—4,7061,212836,7679,4402,22124,578
Doubtful—————————
Total$93,793$146,836$473,777$631,590$152,199$490,081$530,010$98,499$2,616,785
Gross Charge-Offs$—$—$—$—$40$62$32$—$134
Commercial and financial
Risk Ratings:
Pass$373,569$180,423$253,120$232,427$82,964$117,276$362,701$—$1,602,480
Special Mention—3827552,8392321,9042,163—8,275
Substandard—1158,5479,8106,14710,6045,376—40,599
Doubtful—————————
Total$373,569$180,920$262,422$245,076$89,343$129,784$370,240$—$1,651,354
Gross Charge-Offs$—$—$2,762$10,669$—$3,111$1,074$—$17,616
Consumer
Risk Ratings:
Pass$14,627$14,049$26,332$20,721$11,682$30,022$67,562$—$184,995
Special Mention—51———54—60
Substandard75254,953402,4357371—8,266
Doubtful—————————
Total$14,702$14,079$31,286$20,761$14,117$30,759$67,617$—$193,321
Gross Charge-Offs$789$457$5,471$4,828$255$221$267$—$12,288
Consolidated
Total$1,275,846$879,200$2,032,826$1,791,070$685,675$2,396,532$1,140,302$98,499$10,299,950
Gross Charge-Offs$789$457$8,412$15,497$384$4,953$1,373$—$31,865

Troubled Borrower Modifications

The following tables present the amortized cost of TBM loans that were modified during the years ended December 31, 2025, 2024, and 2023.

December 31, 2025
(In thousands)Rate Reduction or Rate Reduction with Term ExtensionTerm Extension and/or Payment DelayTotal1% of Total Class of Loans
Construction and land development$—$2,977$2,9770.41%
CRE - owner occupied$56$261$3170.02%
CRE - non-owner occupied—2,6122,6120.06
Residential real estate—2952950.01
Commercial and financial653,9954,0600.17
Consumer—33—
Totals$121$10,143$10,2640.08%
1At December 31, 2025, there were $0.5 million in unfunded lending related commitments associated with TBMs.
December 31, 2024
(In thousands)Rate Reduction or Rate Reduction with Term ExtensionTerm Extension and/or Payment Delay1Total1% of Total Class of Loans
Construction and land development$—$115$1150.02%
CRE - owner occupied2,945—2,9450.17
CRE - non-owner occupied174—174—
Residential real estate1123604720.02
Commercial and financial2,4501,8204,2700.26
Consumer2—71710.04
Totals$5,681$2,366$8,0470.08%
1At December 31, 2024, there were no unfunded lending related commitments associated with TBMs.2Excludes $0.8 million of consumer TBMs held for sale, with term extensions and/or payment delays.
(In thousands)Term Extension and/or Payment Delay1% of Total Class of Loans
Residential real estate$8180.03%
Commercial and financial12,7110.79
Consumer3,9881.59
Totals$17,5170.17%
1At December 31, 2023, there were no unfunded lending related commitments associated with TBMs.

The following tables present the payment status of TBM loans that were modified in the twelve months prior to December 31, 2025, the twelve months prior to December 31, 2024, and the twelve months prior to December 31, 2023.

(In thousands)CurrentAccruing30-59 Days Past DueAccruing60-89 Days Past DueAccruingGreaterThan 90 DaysNonaccrualTotal
Construction and land development$2,977$—$—$—$—$2,977
CRE - owner occupied$317$—$—$—$—$317
CRE - non-owner occupied————2,6122,612
Residential real estate114———181295
Commercial and financial3,243———8174,060
Consumer————33
Totals$6,651$—$—$—$3,613$10,264
(In thousands)CurrentAccruing30-59 Days Past DueAccruing60-89 Days Past DueAccruingGreaterThan 90 DaysNonaccrualTotal
Construction and land development$115$—$—$—$—$115
CRE - owner occupied$—$—$—$—$2,945$2,945
CRE - non-owner occupied$—$—$—$—$174$174
Residential real estate$142$—$—$—$330$472
Commercial and financial1,878———2,3934,271
Consumer1————7171
Totals$2,134$—$—$—$5,913$8,047
1Excludes $0.8 million of consumer TBMs held for sale, with term extensions and/or payment delays.
(In thousands)CurrentAccruing30-59 Days Past DueAccruing60-89 Days Past DueAccruingGreaterThan 90 DaysNonaccrualTotal
Residential real estate$596$—$—$—$222$818
Commercial and financial244———12,46712,711
Consumer3,1662111561433123,988
Totals$4,006$211$156$143$13,001$17,517

TBM loans that experienced a payment default during the years ending December 31, 2025, December 31, 2024, and December 31, 2023 and that were modified in the 12 months preceding the default were immaterial as of December 31, 2025, December 31, 2024, and December 31, 2023 respectively.

Note 5 - Allowance for Credit Losses

Activity in the ACL is summarized as follows:

(In thousands)BeginningBalanceAllowance on PCD Loans Acquired During the PeriodProvisionfor CreditLossesCharge-OffsRecoveriesEndingBalance
Construction and land development$7,252$46$2,583$(156)$15$9,740
CRE - owner occupied11,8251905,137(728)10416,528
CRE - non-owner occupied43,8661,4778,727(420)2,49356,143
Residential real estate39,16874311,583(410)21351,297
Commercial and financial27,53363922,639(15,521)2,65337,943
Consumer8,41137591(2,787)9007,152
Total$138,055$3,132$51,260$(20,022)$6,378$178,803
(In thousands)BeginningBalanceProvisionfor CreditLossesCharge-OffsRecoveriesEndingBalance
Construction and land development$8,637$(1,404)$(1)$20$7,252
CRE - owner occupied5,5296,629(341)811,825
CRE - non-owner occupied48,288(3,096)(1,485)15943,866
Residential real estate39,016(150)(134)43639,168
Commercial and financial34,3437,789(17,616)3,01727,533
Consumer13,1186,490(12,288)1,0918,411
Total$148,931$16,258$(31,865)$4,731$138,055
(In thousands)BeginningBalanceAllowance on PCD Loans Acquired During the PeriodProvisionfor CreditLossesCharge-OffsRecoveriesEndingBalance
Construction and land development$6,464$5$2,160$—$8$8,637
CRE - owner occupied6,051139(663)—25,529
CRE - non-owner occupied43,2586474,315(120)18848,288
Residential real estate29,6054008,858(356)50939,016
Commercial and financial15,64817,52717,644(18,565)2,08934,343
Consumer12,8691615,204(5,754)63813,118
Total$113,895$18,879$37,518$(24,795)$3,434$148,931

Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current economic conditions, and reasonable and supportable forecasts. Forecast data is sourced from Moody’s, a firm widely recognized for its research, analysis, and economic forecasts. The forecasts of future economic conditions are over the expected remaining life of the loan using economic forecasts that revert to long-term historical averages over time.

As of December 31, 2025 and December 31, 2024, the Company utilized a multiple scenario model comprised of a blend of Moody’s economic scenarios and considered the uncertainty associated with the assumptions in the scenarios, including continued actions taken by the Federal Reserve regarding monetary policy and changes in interest rates and the potential impact of those actions. Outcomes could differ from the scenarios utilized, and the Company incorporated qualitative considerations reflecting the risk of uncertain economic conditions, and for additional dimensions of risk that may not be captured in the quantitative model.

The following section discusses changes in the level of the ACL for the year ended December 31, 2025.

The allowance increased $40.7 million, or 29.5%, during 2025 to $178.8 million, or 1.42%, of loans held for investment as of December 31, 2025. The acquisition of VBI on October 1, 2025, added approximately $1.2 billion in loans and provision expense of $22.7 million for the non-PCD loans acquired from VBI, contributing to the increase in allowance in each segment.

In the Construction and land development segment, the increase in the allowance is primarily due to an increase in outstanding loan balances. In this segment, the primary source of repayment typically stems from proceeds of the sale or permanent financing of the underlying property. Therefore, industry, collateral type and estimated collateral values are among the relevant factors in assessing expected losses.

In the CRE - owner-occupied segment, the allowance increased due to an increase in loan balances and additional credit and integration risk associated with acquired loan balances. Risk characteristics include, but are not limited to, collateral type, note structure, and loan seasoning.

In the CRE - Non-owner occupied segment, the allowance increase is driven by an increase in loan balances and additional credit and integration risk associated with acquired loan balances. Repayment is often dependent upon rental income from the successful operation of the underlying property or from the sale of the property. Loan performance may be adversely affected by general economic conditions or conditions specific to the real estate market, including property types. Collateral type, note structure, and loan seasoning are among the risk characteristics analyzed for this segment.

The Residential real estate segment includes residential mortgage, home equity loans and HELOCs. The increase in the allowance is primarily due to an increase in loans due to the VBI acquisition. Risk characteristics considered for this segment include, but are not limited to, borrower FICO score, lien position, LTV ratios, and loan seasoning.

In the Commercial and financial segment, borrowers are primarily small to medium-sized professional firms and other businesses, and loans are generally supported by projected cash flows of the business, collateralized by business assets, and/or guaranteed by the business owners. The increase in the allowance is due to an increase in loan balances. Industry, collateral type, estimated collateral values, and loan seasoning are among the relevant factors in assessing expected losses.

Consumer loans include installment and revolving lines, loans for automobiles, boats, and other personal or family purposes. Risk characteristics considered for this segment include, but are not limited to, collateral type, LTV ratios, loan seasoning, and FICO scores. The decrease in allowance for consumer loans was driven by a decrease in loan balances, including the continued decline in loan balances associated with a portfolio of acquired unsecured loans.

Note 6 – Derivatives

Interest Rate Contracts

The Company offers interest rate swaps when requested by customers to allow them to hedge the risk of rising interest rates on their variable rate loans. Upon entering into these swaps, the Company enters into offsetting positions with counterparties in order to minimize the interest rate risk. These back-to-back swaps are freestanding financial derivatives with the fair values reported in Other assets and Other liabilities. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under the arrangements for financial statement presentation purposes. Gains and losses on these back-to-back swaps, which offset, are recorded through Noninterest income.

Interest Rate Cap Designated as Cash Flow Hedges

The Company has entered into interest rate caps to mitigate exposure to the variability of future cash flows due to changes in interest rates on certain segments of its variable-rate loans. During 2025, the Company entered into three interest rate caps, each with a notional amount of $100.0 million, maturing in November 2030 and December 2030. The Company considers these derivatives to be highly effective at achieving offsetting changes in cash flows attributable to changes in interest rates and has designated them as cash flow hedges. Therefore, changes in the fair value of these derivative instruments are recognized in Other comprehensive income. Amortization of the premium paid on cash flow hedges is recognized in earnings over the term of the hedge in the same caption as the hedged item. For the year ended December 31, 2025, the Company recognized $0.3 million through Other comprehensive income, and reclassified $0.1 million out of AOCI and into Interest Income. Over the next twelve months the Company expects to reclassify $0.6 million from AOCI into Interest Income related to these agreements.

Interest Rate Swaps Designated as Fair Value Hedges

The Company periodically enters into interest rate swap contracts to hedge the risk of changes in fair value of the AFS securities portfolio due to changes in SOFR. The Company considers these derivatives to be highly effective at offsetting changes in interest rates and assesses the effectiveness on a quarterly basis. The effect of changes in interest rates on the fair value of these derivative contracts is recognized in other comprehensive income. These derivative instruments are primarily for risk management purposes. There were no securities fair value hedges at December 31, 2025. For the year ended December 31, 2025, the Company recognized, through other comprehensive income, net losses of $0.4 million, and reclassified net losses of $0.5 million out of accumulated other comprehensive income into interest income. For the year ended December 31, 2024, the Company recognized net losses through other comprehensive income of $2.7 million and reclassified net gains of $0.4 million out of accumulated other comprehensive income into interest income.

The Company has entered into interest rate swap contracts to hedge the risk of changes in the fair value of a pool of residential mortgages due to changes in SOFR. These fair value hedges utilize the portfolio layer method. The Company considers these derivatives to be highly effective at offsetting changes in interest rates and assesses the effectiveness on a quarterly basis. The effect of changes in interest rates on the fair value of these derivative contracts is recognized in interest income. These derivative instruments are primarily for risk management purposes. For the years ended December 31, 2025 and December 31, 2024, the Company recognized gains through interest income of $0.9 million and $2.3 million, respectively.

Interest Rate Lock Commitment, Forward TBA Mortgage-Backed Securities, and Forward Loan Sale Commitment

The Company enters into commitments to originate mortgage loans in which the interest rate on the loan is determined prior to funding IRLCs, forward loan sale commitments for the future delivery of these mortgage loans for sale on the secondary market, and forward TBA mortgage-backed securities, which are classified as freestanding derivatives. For the year ended December 31, 2025, the Company recognized a loss of $0.1 million in Mortgage banking income in the Consolidated Statements of Income, related to these non-hedging derivative financial instruments.

(In thousands)Notional AmountFair ValueBalance Sheet Category
Interest rate contracts1$1,152,442$25,009Other assets and Other liabilities
Residential mortgage fair value hedges400,000380Other liabilities
Interest rate caps cash flow hedges300,0003,064Other assets
IRLC5,106495Other assets
Forward TBA mortgage-backed securities5,12294Other liabilities
Forward loan sale commitment28551Other assets
Interest rate contracts1$910,640$28,184Other assets and Other liabilities
Securities fair value hedges400,000436Other assets
Residential mortgage fair value hedges400,000121Other assets and Other liabilities
1Interest rate contracts include risk participation agreements with notional amounts of $65.3 million and $28.9 million at December 31, 2025, and December 31, 2024, respectively with nominal fair value in both periods.

The following table presents amounts recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges.

Carrying amount of the hedged items at December 31,Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged items at December 31,
(In thousands)2025202420252024
Securities AFS1$—$460,126$—$35
Loans, net21,043,345596,632559283
1At December 31, 2024, the amortized cost basis and unallocated basis adjustments used in hedging relationships was $553.8 million. Refer to "Note 3 - Securities" for a reconciliation of the amortized cost and fair value of AFS securities.
2These amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At each of December 31, 2025 and December 31, 2024, the portfolio layer method was $400 million, of which $400 million was designated as hedged.

Note 7 - Bank Premises and Equipment

Bank premises and equipment consisted of the following:

(In thousands)CostAccumulatedDepreciation &AmortizationNetCarryingValue
Premises (including land of $40,601)$186,135$(45,478)$140,657
Furniture and equipment58,093(38,611)19,482
Total$244,228$(84,089)$160,139
Premises (including land of $35,167)$135,362$(40,235)$95,127
Furniture and equipment47,024(34,596)12,428
Total$182,386$(74,831)$107,555

Note 8 - Goodwill and Acquired Intangible Assets

The following table presents changes in the carrying amount of goodwill:

For the Year Ended December 31,
(In thousands)202520242023
Beginning of year$732,417$732,417$480,319
Changes from business combinations302,318—252,098
Total$1,034,735$732,417$732,417

The Company performs an analysis for goodwill impairment annually in the fourth quarter or more frequently as considered necessary. The Company performed a qualitative goodwill assessment in the fourth quarter of 2025, and concluded that a quantitative goodwill impairment test was not necessary as it was not more likely-than-not that the fair value of the Company’s reporting unit was below the carrying amount. Based on the analyses performed, the Company concluded that goodwill was not impaired during the periods presented.

Acquired intangible assets primarily consist of CDI, which are intangible assets arising from the purchase of deposits separately or from bank acquisitions. Refer to Note 17 - Business Combinations for additional details related to goodwill, CDI, and other intangibles related to bank acquisitions.

The change in balance for CDI is as follows:

For the Year Ended December 31,
(In thousands)202520242023
Beginning of year$68,074$91,702$71,285
Acquired CDI, including measurement period adjustments122,706—49,143
Amortization expense(26,563)(23,628)(28,726)
End of year$164,217$68,074$91,702

The gross carrying amount and accumulated amortization of the Company's CDI subject to amortization was as follows:

December 31, 2025December 31, 2024
(In thousands)GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortization
CDI$243,444$(79,227)$125,720$(57,646)

As of December 31, 2025, estimated annual amortization expense for the Company's CDI in future periods was as follows:

(In thousands)Amount
2026$38,634
202732,861
202826,686
202921,097
203015,582
Thereafter29,357
Total$164,217

The carrying value of servicing rights retained from the sale of the guaranteed portion of SBA loans totaled $1.7 million at December 31, 2025 and 2024.

Mortgage Servicing Rights at Fair Value

Changes in the Company's MSRs measured at fair value, acquired through the acquisition of VBI, were as follows for the year ended December 31, 2025:

For the Year Ended December 31,
(In thousands)2025
Carrying value at beginning of period$—
Acquired28,065
Originated servicing rights capitalized upon sale of loan463
Change in fair value:
Due to payoffs/paydowns(555)
Due to change in valuation inputs or assumptions88
Carrying value at end of period$28,061

Data and key economic assumptions, as well as the valuation's sensitivity to interest rate fluctuations, related to the Company’s MSRs as of December 31, 2025 were as follows:

December 31,
(In thousands)2025
Unpaid principal balance$2,540,798
Prepayment rate assumptions:
Weighted-average12.74%
Estimated impact on fair value of a 10% increase$(1,373)
Estimated impact on fair value of a 20% increase(2,639)
Option-adjusted spread:
Weighted-average5.50%
Estimated impact on fair value of a 100 basis point increase$(1,163)
Estimated impact on fair value of a 200 basis point increase(2,232)
Weighted-average coupon interest rate4.78%
Weighted-average servicing fee0.25
Weighted-average remaining maturity (in months)348

The sensitivity calculations above are hypothetical changes and should not be considered to be predictive of future performance. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.

Note 9 - Borrowings

A significant portion of the Company's short-term borrowings were comprised of securities sold under agreements to repurchase with overnight maturities:

For the Year Ended December 31,
(In thousands)20252024
Maximum amount outstanding at any month end$392,910$352,272
Weighted-average interest rate at end of year1.36%2.66%
Average amount outstanding$252,168$269,255
Weighted-average interest rate during the year2.10%3.43%

Securities sold under agreements to repurchase are accounted for as secured borrowings. For securities sold under agreements to repurchase, the Company is required to pledge collateral with value sufficient to fully collateralize borrowings. Company securities pledged were as follows by collateral type and maturity as of:

December 31,
(In thousands)20252024
Fair value of pledged securities - overnight and continuous:
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities$512,066$237,074

At December 31, 2025, in addition to $388.5 million in cash, the Company had $7.6 billion in available borrowing capacity, including $3.4 billion in available collateralized lines of credit, $3.8 billion of unpledged debt securities available as collateral for potential additional borrowings, and available unsecured lines of credit of $348.0 million. The secured lines of credit totaling $3.4 billion, included lendable collateral of $2.3 billion and $1.1 billion at the Federal Reserve and the FHLB, respectively. Of the $1.1 billion at the FHLB, $835.0 million was outstanding at December 31, 2025. During 2025, the average interest rate on FHLB borrowings was 4.27% and the weighted-average interest rate on balances outstanding at December 31, 2025 was 3.82%.

At December 31, 2024, in addition to $476.6 million in cash, the Company had $5.6 billion in available borrowing capacity, including $4.0 billion in available collateralized lines of credit, $1.3 billion of unpledged debt securities available as collateral for potential additional borrowings, and available unsecured lines of credit of $348.0 million. The secured lines of credit totaling $4.0 billion, included lendable collateral of $2.6 billion and $1.4 billion at the Federal Reserve and the FHLB, respectively. Of the $1.4 billion at the FHLB, $245.0 million was outstanding at December 31, 2024. During 2024, the average interest rate on FHLB borrowings was 4.20% and the weighted-average interest rate on balances outstanding at December 31, 2024 was 4.19%.

The following table details the maturities of our FHLB borrowings at December 31, 2025:

(In thousands)Contractual Interest RateCarrying Value
20263.7 - 4.7%$600,000
20273.1 - 4.1%215,000
2028N/A—
20293.9%20,000
ThereafterN/A—
Total$835,000

The following table summarizes the Company's junior subordinated trust preferred debentures and related common equity securities as of December 31, 2025:

(In thousands)
DescriptionIssuance DateAcquisition Date1Maturity DateJunior Subordinated DebtTrust Preferred SecuritiesCommon Equity SecuritiesContractual Interest RateInterest Rate at December 31, 2025
SBCF Capital Trust I3/31/2005NA3/31/2035$20,619$20,000$6193 month SOFR +201bps5.68%
SBCF Statutory Trust II12/16/2005NA12/16/203520,61920,0006193 month SOFR +159bps5.31%
SBCF Statutory Trust III6/29/2007NA6/15/203712,37212,0003723 month SOFR +161bps5.33%
The BANKshares, Inc. Statutory Trust I12/19/200210/1/201412/26/20325,1555,0001553 month SOFR +351bps7.20%
The BANKshares, Inc. Statutory Trust II3/17/200410/1/20143/17/20344,1244,0001243 month SOFR +305bps6.76%
The BANKshares, Inc. Capital Trust I12/15/200510/1/201412/15/20355,1555,0001553 month SOFR +165bps5.53%
Grand Bank Capital Trust I10/29/20047/17/201510/29/20347,2177,0002173 month SOFR +198bps5.93%
$75,261$73,000$2,261
1Acquired junior subordinated debentures were recorded at their acquisition date fair values, which collectively was $5.6 million lower than face value; this amount is being amortized into interest expense over the remaining term to maturity.

Interest on the trust preferred securities is calculated on the basis of 3-month SOFR plus spread and is re-set quarterly. The trust preferred securities may be redeemed without penalty, upon approval of the FRB or upon occurrence of certain events affecting their tax or regulatory capital treatment. The proceeds of the offering of trust preferred securities and common equity securities were used by SBCF Capital Trust I and SBCF Statutory Trust II to purchase the $41.2 million junior subordinated deferrable interest notes issued by the Company, and by SBCF Statutory Trust III to purchase the $12.4 million junior subordinated deferrable interest notes issued by the Company, all of which have terms substantially similar to the trust preferred securities.

The Company has the right to defer payments of interest on the notes at any time or from time to time at the Company's election. Interest can be deferred for a period not longer than five years. If the Company elects to defer interest, it may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock. As of December 31, 2025, 2024 and 2023, all interest payments on trust preferred securities were current.

Distributions on the trust preferred securities are payable quarterly. The Company has entered into agreements to guarantee the payments of distributions on the trust preferred securities and payments of redemption of the trust preferred securities. Under these agreements, the Company also agrees, on a subordinated basis, to pay expenses and liabilities of the Trusts other than those arising under the trust preferred securities. The obligations of the Company under the junior subordinated notes, the trust agreement establishing the Trusts, the guarantees and agreements as to expenses and liabilities, in aggregate, constitute a full and conditional guarantee by the Company of the Trusts' obligations under the trust preferred securities.

In 2022, the Company acquired $12.3 million in senior notes through a bank acquisition, which bore interest at a fixed rate of 5.50%. On October 30, 2025, this debt was fully redeemed, and the remaining $0.2 million unamortized premium was recorded as an adjustment to Interest Expense.

In 2023, the Company acquired $25.0 million in subordinated debt through a bank acquisition. Contractual interest is paid on a semiannual basis at a fixed interest rate of 3.375% until January 30, 2027, at which point the rate converts to a 3-month SOFR rate plus 203 basis points paid quarterly. At and after January 30, 2027, the notes are redeemable at par. The debt was recorded at fair value, resulting in a $3.9 million discount that is being accreted into interest expense over the remaining term to maturity.

In 2025, the Company assumed a financing obligation through the acquisition of VBI, which is recognized within Long-term debt, net on the Consolidated Balance Sheets. Refer to Note 11 - Lease Commitments for additional details.

Note 10 - Employee Benefits and Stock Compensation

The Company has established a defined contribution plan for eligible employees. The plan allows a participant to defer a portion of their compensation and provides that the Company will match a portion of the deferred compensation. The plan also provides for non-elective and discretionary contributions. All employees who satisfy service eligibility requirements may participate in the plan. The plan matches 50% of each employee’s elective deferral amount, up to a 4% max. The Company's contributions to this plan charged to expense were $5.4 million in 2025, $5.2 million in 2024, and $4.8 million in 2023.

The Company, through its Compensation and Governance Committee of the Board of Directors (the “Compensation Committee”), offers equity compensation to employees and non-employee directors of Seacoast and Seacoast Bank in the form of various share-based awards, including stock options, RSAs, or RSUs. The awards may vest over time, have certain performance based criteria, or both.

Stock options are granted with an exercise price at least equal to the market price of the Company’s stock at the date of grant. The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. Compensation cost is amortized on a straight-line basis over the vesting period. Vesting is determined by the Compensation Committee at the time of grant, generally over five years. The options have a maximum term often years.

The fair value of RSAs and RSUs are estimated based on the price of the Company’s common stock on the date of grant. Compensation cost is measured straight-line for RSAs and ratably for RSUs over the vesting period of the awards and reversed for awards that are forfeited due to unfulfilled service or performance criteria. To the extent the Company has treasury shares available, stock options exercised or stock grants awarded may be issued from treasury shares. If treasury shares are insufficient, the Company can issue new shares.

Vesting of share-based awards is immediately accelerated on death or disability of the recipient. The Compensation Committee may, at its discretion, accelerate vesting upon retirement or upon the event of a change-in-control.

Awards are currently granted under the Seacoast 2021 Incentive Plan (“2021 Plan”), with 3,750,000 authorized shares for issuance, plus shares of underlying awards outstanding under the 2013 Incentive Plan (the “Prior Plan”) that thereafter terminate or expire unexercised or are cancelled, forfeited or lapse for any reason under the Prior Plan.

The impact of share-based compensation on the Company’s financial results is presented below:

For the Year Ended December 31,
(In thousands)202520242023
Share-based compensation expense1$15,742$13,744$13,440
Income tax benefit$(3,990)$(3,483)$(3,406)
1 Excludes $10.3 million in 2023 associated with replacement awards granted in bank acquisitions.

The total unrecognized compensation cost and the weighted-average period over which unrecognized compensation cost is expected to be recognized related to non-vested share-based compensation arrangements at December 31, 2025 is presented below:

(In thousands)UnrecognizedCompensationCostWeighted-Average Period Remaining (Years)
RSAs$17,4011.72
RSUs7,6832.01
Total$25,0841.81

Restricted Stock Awards

RSAs are granted to various employees and vest over time, generally three years. Compensation cost of RSAs is based on the market value of the Company’s common stock at the date of grant and is recognized over the required service period on a straight-line basis. The Company’s accounting policy is to recognize forfeitures as they occur.

A summary of the status of the Company’s non-vested RSAs as of December 31, 2025, and changes during the year then ended, is presented below:

RestrictedAwardSharesWeighted-Average Grant-Date Fair Value
Non-vested at January 1, 2025957,522$25.47
Granted612,78126.36
Forfeited/Canceled(101,157)25.02
Vested(443,601)26.68
Non-vested at December 31, 20251,025,545$25.52

Information regarding RSAs during each of the following years is presented below:

For the Year Ended December 31,
202520242023
Weighted-average grant date fair value$26.36$25.00$24.57
Fair value of awards vested1$11,835$9,813$8,156
1Based on grant date fair value, in thousands.

Restricted Stock Units

RSUs allow the grantee to earn 0% -225% of the target award based on the Company's achievement of performance goals relating to average annual EPS growth and average annual return on average tangible equity relative to a group of peer companies, each measured over athree year period beginning with the year of grant.

A summary of the status of the Company’s non-vested RSUs as of December 31, 2025, and changes during the year then ended, is presented below:

RestrictedAwardUnitsWeighted-Average Grant-Date Fair Value
Non-vested at January 1, 2025521,526$26.25
Granted245,37526.03
Forfeited/Canceled(82,238)29.51
Vested(76,968)34.34
Non-vested at December 31, 2025607,695$24.70

Information regarding RSUs during each of the following years is presented below:

For the Year Ended December 31,
202520242023
Weighted-average grant date fair value$26.03$25.75$22.84
Fair value of awards vested1$2,643$3,030$1,997
1Based on grant date fair value, in thousands.

Stock Options

The fair value of options and warrants granted is estimated on the date of grant using the Black-Scholes options-pricing model. In 2025 and 2023, the Company granted a total of 970 and 501,561 options to purchase shares of Seacoast stock. There wereno stock options granted in 2024.

For the Year Ended December 31,
202520242023
Risk-free interest rates4.36%N/A4.25%
Expected dividend yield3.09%N/A2.45%
Expected volatility65.23%N/A64.32%
Expected lives (years)5.0N/A1.8

A summary of the Company’s stock options as of December 31, 2025, and changes during the year then ended, is presented below:

OptionsWeighted-Average Exercise Price
Outstanding at January 1, 2025620,642$22.38
Granted97027.79
Exercised(70,696)13.41
Expired(1,590)19.51
Outstanding and Exercisable at December 31, 2025549,326$23.58
Weighted-Average Remaining Contractual Term (Years)1.85
Aggregate Intrinsic Value (000s)$4,315

The following table presents information related to stock options during each of the following years:

For the Year Ended December 31,
202520242023
Weighted-average grant date fair value$27.79N/A$12.63
Intrinsic value of stock options exercised (000s)$1,199$2,487$5,969

Supplemental Executive Retirement Plan

The Company sponsors a SERP, which is a non-qualified deferred compensation arrangement that provides the Company's CEO with supplemental retirement benefits. The present value of the accumulated benefit, which is recorded as an accrued liability, was $0.7 million and $0.5 million as of December 31, 2025 and 2024, respectively.

Employee Stock Purchase Plan

The ESPP authorizes the Company to issue up to 800,000 common shares of the Company’s common stock to eligible employees of the Company. These shares may be purchased by employees at a price equal to 95% of the fair market value of the shares on the purchase date. Employee contributions to the ESPP are made through payroll deductions.

202520242023
ESPP shares purchased30,91932,84035,630
Weighted-average employee purchase price$27.23$24.42$22.56

Note 11 - Lease Commitments

The Company is the lessee in various noncancellable operating leases for land, buildings, and equipment. Certain leases contain provisions for variable lease payments that are linked to the consumer price index. Lease cost consists of:

For the Year Ended December 31,
(In thousands)202520242023
Operating lease cost$12,311$10,622$10,667
Variable lease cost2,5043,0232,827
Short-term lease cost564556919
Sublease income(703)(574)(639)
Total lease cost$14,676$13,627$13,774

The following table provides supplemental information related to leases:

As of and For the Year Ended December 31,
(In thousands, except for weighted-average data)20252024
Operating lease ROUAs$57,925$40,935
Operating lease liabilities62,32244,717
Cash paid during the year for amounts included in the measurement of operating lease liabilities11,76410,600
ROUAs recorded during the year in exchange for new or renewed operating lease obligations16,5402,815
ROUAs obtained during the year through bank acquisition9,906—
Weighted-average remaining lease term for operating leases7.3 years6.4 years
Weighted-average discount rate for operating leases5.17%5.10%

The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If, at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company includes the extended term in the calculation of the lease liability. Maturities of lease liabilities as of December 31, 2025 are as follows:

(In thousands)Payments Due
2026$12,712
202711,724
202810,448
20297,936
20307,274
Thereafter17,790
Total undiscounted cash flows67,884
Less: Net present value adjustment(5,562)
Total$62,322

Sale-Leaseback Transaction Accounted for as Financing Obligation

Through the acquisition of VBI, the Company assumed a financing obligation related to branch properties that did not qualify for sale accounting under ASC Topic 842-40, Sale and Leaseback, and recognized the obligation in accordance with ASC 805, Business Combinations. At the date of acquisition, the $17.8 million financing obligation was recorded at fair value, which was $8.3 million higher than the contractual lease amount. The premium is amortized over the 20‑year term, with the resulting accretion recognized within Interest Expense in the Consolidated Statements of Income. At December 31, 2025, the remaining balance, $17.6 million, was reflected within Long-term debt, net on the Consolidated Balance Sheets.

Note 12 - Income Taxes

All of the Company’s Income before income taxes as reported in the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 is attributable to domestic operations. The provision for income taxes is as follows:

For the Year Ended December 31,
(In thousands)202520242023
Current
Federal$24,460$19,415$14,716
State5,1255,8876,061
Deferred
Federal9,3948,8829,524
State2,649670(82)
$41,628$34,854$30,219

The difference between the total expected tax expense (computed by applying the U.S. Federal tax rate of 21% to pretax income) and the reported income tax provision relating to income before income taxes is as follows:

For the Year Ended December 31,
(Dollars in thousands)202520242023
AmountRateAmountRateAmountRate
U.S. Federal statutory tax$39,16621.0%$32,72721.0%$28,19321.0%
Increase (decrease) resulting from the effects of:
Tax Credits
LIHTCs1(1,153)(0.6)(641)(0.4)(402)(0.3)
Nontaxable or nondeductible items
Tax exempt interest on loans and securities2(2,171)(1.2)(852)(0.5)(639)(0.5)
Income from BOLI(2,594)(1.4)(2,108)(1.3)(2,217)(1.7)
Other2,2391.35490.35610.5
Federal tax provision35,48719.129,67519.125,49619.0
State tax provision, net of federal income tax effect36,1413.25,1793.34,7233.5
Provision for income tax expense$41,62822.3%$34,85422.4%$30,21922.5%
1Tax credit, net of amortization and other tax benefits.
2Tax exempt interest net of interest expense disallowance.
3State taxes from Florida made up the majority (greater than 50%) of the tax effect in this category.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a summary of the significant components of the Company's DTAs and liabilities as of:

December 31,
(In thousands)20252024
ACL$49,225$38,093
OREO198220
Accrued stock compensation4,4234,296
Federal tax loss carryforward2,0752,364
State tax loss carryforward9521,160
Lease liabilities15,79511,334
Net unrealized securities losses23,79549,446
Deferred compensation4,0283,118
Accrued interest and fee income24,35922,244
Other11,1034,951
Gross DTAs135,953137,226
Less: Valuation allowance——
DTAs net of valuation allowance135,953137,226
CDI(43,517)(18,040)
Net unrealized derivatives (gains) losses(78)9
Premises and equipment(6,987)(841)
ROUAs(14,681)(10,375)
Other(4,111)(4,990)
Gross deferred tax liabilities(69,374)(34,237)
Net DTAs$66,579$102,989

Included in the table above is the effect of temporary differences associated with the Company's investments in debt securities accounted for under ASC Topic 320, Investments - Debt Securities, for which no deferred tax expense or benefit was recognized. These items are recorded as AOCI in the shareholders' equity section of the consolidated balance sheet. In 2025, net unrealized losses on debt securities of $100.9 million resulted in a DTA of $23.8 million. In 2024, unrealized losses of $207.3 million resulted in a DTA of $49.4 million.

Management assesses the necessity of a valuation allowance recorded against DTAs at each reporting period. The determination of whether a valuation allowance for net DTAs is appropriate is subject to considerable judgment and requires an evaluation of positive and negative evidence. Based on an assessment of relevant evidence, including favorable trending in asset quality and certainty regarding the amount of future taxable income that the Company forecasts, management concluded that it was more likely than not that its net DTAs will be realized based upon future taxable income. Management's determination in the realization of projected future taxable income is based upon analysis of the Company's risk profile and its trending financial performance, including credit quality. The Company believes it can reasonably predict future results of operations that result in taxable income at sufficient levels over the future period of time that the Company has available to realize its net DTA.

Management expects to realize the $66.6 million in net DTAs well in advance of the statutory carryforward period. At December 31, 2025, approximately $2.1 million of DTAs related to federal net operating losses which will expire in annual installments beginning in 2029 through 2032. Additionally, $1.0 million of the DTAs related to state net operating losses which will expire in annual installments beginning in 2029 through 2034. Remaining DTAs are not related to net operating losses or credits and therefore, have no expiration date.

The Company recognizes interest and penalties, as appropriate, as part of the provisioning for income taxes. No interest or penalties were accrued at December 31, 2025.

The Company hasno unrecognized income tax benefits or provisions due to uncertain income tax positions. No federal or state income tax return examinations are currently in process. The following are the major tax jurisdictions in which the Company operates and the earliest tax year, exclusive of the impact of the net operating loss carryforwards, subject to examination:

JurisdictionTax Year
United States of America2022
Florida2022

Note 13 - Regulatory Capital

Required Regulatory Capital

The Company is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the regulators, which could have a direct material impact on the financial statements. These requirements involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated pursuant to regulatory guidance. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total, Tier 1 capital and CET1 capital to risk-weighted assets and of Tier 1 capital to average assets, all as defined in the regulations.

At December 31, 2025 and 2024, the Company and Seacoast Bank, its wholly-owned banking subsidiary, were both considered “well-capitalized” based on the applicable U.S. regulatory capital ratio requirements as reflected in the table below:

Minimum to meet “Well Capitalized” Requirements · Minimum for Capital AdequacyPurpose1
(Dollars in thousands) · Amount · Ratio · Amount · Ratio · Amount · Ratio
Seacoast Banking Corporation of Florida
(Consolidated)
At December 31, 2025:
Total Risk-Based Capital Ratio$2,246,52115.89%N/AN/A$1,131,079≥8.00%
Tier 1 Capital Ratio2,047,33414.48N/AN/A848,309≥6.00
CET1 Capital Ratio1,631,43611.54N/AN/A636,232≥4.50
Leverage Ratio2,047,33410.16N/AN/A806,011≥4.00
At December 31, 2024:
Total Risk-Based Capital Ratio$1,785,24716.18%N/AN/A$882,582≥8.00%
Tier 1 Capital Ratio1,633,81914.81N/AN/A661,937≥6.00
CET1 Capital Ratio1,561,32514.15N/AN/A496,453≥4.50
Leverage Ratio1,633,81911.19N/AN/A584,274≥4.00
Seacoast National Bank
(A Wholly Owned Bank Subsidiary)
At December 31, 2025:
Total Risk-Based Capital Ratio$2,128,60715.07%$1,412,323≥10.00%$1,129,858≥8.00%
Tier 1 Capital Ratio1,952,00113.821,129,858≥8.00847,394≥6.00
CET1 Capital Ratio1,951,99713.82918,010≥6.50635,545≥4.50
Leverage Ratio1,952,0019.691,006,774≥5.00805,419≥4.00
At December 31, 2024:
Total Risk-Based Capital Ratio$1,685,45115.30%$1,101,383≥10.00%$881,106≥8.00%
Tier 1 Capital Ratio1,555,98614.13881,106≥8.00660,830≥6.00
CET1 Capital Ratio1,555,98014.13715,899≥6.50495,622≥4.50
Leverage Ratio1,555,98610.66729,699≥5.00583,760≥4.00
1Excludes the Basel III capital conservation buffer of 2.5%, which if not exceeded may constrain dividends, equity repurchases and compensation.
N/A - not applicable.

Note 14 - Seacoast Banking Corporation of Florida (Parent Company Only) Financial Information

Balance Sheets

December 31,
(In thousands)20252024
Assets
Cash$1,433$96
Securities purchased under agreement to resell with subsidiary bank, maturing within 30 days96,85995,734
Investment in subsidiaries3,046,8182,190,338
Other assets8,2165,879
$3,153,326$2,292,047
Liabilities, Convertible Preferred Stock and Shareholders' Equity
Long-term debt$95,161$106,966
Other liabilities2,4821,941
Convertible preferred stock343,125—
Shareholders' equity2,712,5582,183,140
$3,153,326$2,292,047

Statements of Income

Year Ended December 31,
(In thousands)202520242023
Income
Interest/other$2,769$3,547$3,573
Dividends from subsidiary Bank332,20359,60040,655
Total income334,97263,14744,228
Interest expense6,6297,6687,408
Other expenses7,552779996
Total expenses14,1818,4478,404
Income before income taxes and equity in undistributed income of subsidiaries320,79154,70035,824
Income tax benefit(2,396)(1,029)(1,015)
Income before equity in undistributed income of subsidiaries323,18755,72936,839
Equity in undistributed income of subsidiaries(178,309)65,25767,194
Net income$144,878$120,986$104,033

Statements of Cash Flows

Year Ended December 31,
(In thousands)202520242023
Cash flows from operating activities
Adjustments to reconcile net income to net cash providedby operating activities:
Net Income$144,878$120,986$104,033
Equity in undistributed income of subsidiaries178,309(65,257)(67,194)
Net increase in other assets(2,283)(1,042)(3,029)
Net (decrease) increase in other liabilities(11,656)1,05622,646
Net cash provided by operating activities309,24855,74356,456
Cash flows from investing activities
Net cash from bank acquisitions(237,721)—10,237
Net advances with subsidiary(1,110)5,471270
Net cash (used in) provided by investment activities(238,831)5,47110,507
Cash flows from financing activities
Dividends paid(67,727)(61,649)(60,591)
Stock-based employment benefit plans(1,353)9454,904
Repurchase of common stock—(880)(10,868)
Net cash used in financing activities(69,080)(61,584)(66,555)
Net change in cash1,337(370)408
Cash at beginning of year9646658
Cash at end of year$1,433$96$466
Supplemental disclosure of cash flow information:
Cash paid during the period for interest$4,753$5,511$5,315

Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk

The Company and its subsidiaries, because of the nature of their business, are at all times subject to numerous legal actions, threatened or filed. Management presently believes that none of the legal proceedings to which it is a party are likely to have a materially adverse effect on the Company’s consolidated financial condition, operating results or cash flows.

The Company's subsidiary bank is party to financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and limited partner equity commitments.

The subsidiary bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contract or notional amount of those instruments. The subsidiary bank uses the same credit policies in making commitments and standby letters of credit as they do for on balance sheet instruments.

Unfunded commitments for the Company as of:

December 31,
(In thousands)20252024
Contract or Notional Amount
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit$3,478,476$2,850,271
Standby letters of credit and financial guarantees written:
Secured53,97541,546
Unsecured204812
Unfunded limited partner equity commitment1$19,141$25,458
1 Commitments under the SBIC Act to be used to provide capital to small businesses and entities that provide LIHTCs.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments include home equity lines, commercial and consumer lines of credit and construction loans. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The subsidiary bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the bank upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, equipment, and commercial and residential real estate.

Standby letters of credit are conditional commitments issued by the subsidiary bank to guarantee the performance of a customer to a third party. These instruments have fixed termination dates and most end without being drawn; therefore, they do not represent a significant liquidity risk. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The subsidiary bank holds collateral supporting these commitments for which collateral is deemed necessary. Collateral held for secured standby letters of credit at December 31, 2025 totaled $60.1 million.

Note 16 - Fair Value

Under ASC Topic 820, fair value measurements for items measured at fair value on a recurring and nonrecurring basis at December 31, 2025 and December 31, 2024 included:

Fair ValueQuoted Prices inActive Markets forIdentical AssetsSignificant OtherObservableInputsSignificant OtherUnobservableInputs
(In thousands)MeasurementsLevel 1Level 2Level 3
Financial Assets
Debt securities AFS1$5,164,567$200$5,164,367$—
Derivative financial instruments228,620—28,125495
Loans held for sale216,297—16,297—
OREO34,250——4,250
Equity securities413,92313,923——
MSR528,061——28,061
Financial Liabilities
Derivative financial instruments2$25,483$—$25,389$94
Financial Assets
Debt securities AFS1$2,226,543$196$2,226,347$—
Derivative financial instruments228,741—28,741—
Loans held for sale217,277—17,277—
Loans31,839——1,839
OREO36,421——6,421
Equity securities413,52113,521——
Financial Liabilities
Derivative financial instruments2$28,305$—$28,305$—
1See “Note 3 - Securities” for further detail of fair value of individual investment categories.
2Recurring fair value basis determined using observable market data for level 2 inputs. Level 3 inputs utilize a market approach that incorporates a pull-through rate assumption.
3Fair value is measured on a nonrecurring basis.
4Investment in shares of mutual funds that invest primarily in CRA-qualified debt securities, reported at fair value in Other Assets. Recurring fair value basis is determined using market quotations with fair value adjustments are recognized in earnings.
5Recurring fair value basis determined using unobservable market data. See Note 8 - Goodwill and Acquired Intangible Assets for additional information on assumptions utilized.

Debt securities available-for-sale: Level 1 securities consist of U.S. Treasury securities. Other securities are reported at fair value utilizing Level 2 inputs. The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flow analyses, using observable market data where available.

Derivative financial instruments: The fair value of these derivatives is based on a discounted cash flow approach. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate swaps and forward TBA mortgage-backed securities is classified as Level 2. The fair values of these instruments are based upon the estimated amount the Company would receive or pay to terminate the instruments, taking into account current interest rates and, when appropriate, the current credit worthiness of the counterparties. IRLCs and forward loan sale commitment fair values are estimated based on quoted prices for similar loans in active markets. However, the value is adjusted by a factor which considers the likelihood of a loan in a lock position will ultimately close. This closing ratio is derived from internal data and is adjusted using significant accounting judgment. As such, these derivatives are classified as Level 3 measurements and the Company values these derivatives primarily utilize a market approach that incorporates flow mandatory market pricing, adjusted for expected pull‑through based on historical experience. For IRLCs, the weighted-average pull-through rate was 94% and the weighted-average current reference price was 101.26%. For forward loan sale commitments, the weighted-average pull-through rate was 100% and the weighted-average current reference price was 101.12%.

Loans held for sale: Fair values are based upon estimated values to be received from independent third party purchasers. These loans are intended for sale, and the Company believes the fair value is the best indicator of the resolution of these loans. Fair market value changes occur due to changes in interest rates, the borrower’s credit, the secondary loan market and the market for a borrower’s debt. Interest income is recorded based on contractual terms of the loan in accordance with Company's policy on loans held for investment.

Loans and OREO: Fair values of collateral-dependent real estate loans and OREO are based on recent real estate appraisals less estimated costs of sale. Evaluations may use either a single valuation approach or a combination of approaches, such as comparative sales, cost and/or income approach. Adjustments to comparable sales may be made by an appraiser to reflect local market conditions or other economic factors and may result in changes in the fair value of an asset over time, but none were made by management. As such, the fair values of these loans and properties are considered Level 3 in the fair value hierarchy. There wereno collateral-dependent loans measured at fair value and thereforeno related specific reserves of at December 31, 2025, compared to $3.0 million with a specific reserve of $1.2 million at December 31, 2024.

Mortgage servicing rights: The fair value of these derivatives is based on an income approach. Various unobservable assumptions including expected cash flows, market discount rates, prepayment rates, servicing rights, and other factors are utilized, therefore the valuation of MSRs are classified as Level 3. See "Note 8 - Goodwill and Acquired Intangible Assets" for further detail.

For recurring fair value measurements, transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's monthly and/or quarterly valuation process. During the years ended December 31, 2025 and 2024, there were no such transfers.

The carrying amount and fair value of the Company's other financial instruments that were not disclosed previously in the balance sheet and for which carrying amount is not fair value as of December 31, 2025 and December 31, 2024 is as follows:

CarryingQuoted Prices inActive Markets forIdentical AssetsSignificant OtherObservableInputsSignificant OtherUnobservableInputs
(In thousands)AmountLevel 1Level 2Level 3
Financial Assets
HTM debt securities1$586,178$—$489,560$—
Time deposits with other banks14,424—13,455—
Loans, net12,449,181——12,263,824
Financial Liabilities
Deposits16,256,343——16,257,291
FHLB borrowings835,000—833,483—
Subordinated debt95,161—90,248—
Financial Assets
HTM debt securities1$635,186$—$507,594$—
Time deposits with other banks3,215—3,194—
Loans, net10,160,056——10,019,964
Financial Liabilities
Deposits12,242,427——12,242,205
FHLB borrowings245,000—243,795—
Long-term debt106,966—95,563—
1See “Note 3 - Securities” for further detail of recurring fair value basis of individual investment categories.

The short maturity of Seacoast’s assets and liabilities results in a significant number of financial instruments whose fair value equals or closely approximates carrying value. Such financial instruments are reported in the following balance sheet captions: cash and due from banks, interest-bearing deposits with other banks, and securities sold under agreements to repurchase.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value at December 31, 2025 and December 31, 2024:

HTM debt securities: These debt securities are reported at fair value utilizing Level 2 inputs. The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flow analyses, using observable market data where available.

The Company reviews the prices supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from other brokers and third-party sources or derived using internal models.

Loans: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as commercial or mortgage. Each loan category is further segmented into fixed and adjustable-rate interest terms as well as performing and nonperforming categories. The fair value of loans is calculated by discounting scheduled cash flows through the estimated life including prepayment considerations, using estimated market discount rates that reflect the risks inherent in the loan. The fair value approach considers market-driven variables including credit related factors and reflects an “exit price” as defined in ASC Topic 820.

Investments at NAV: The Company has equity investments in SBICs accounted for under the fair value practical expedient of NAV totaling $26.4 million at December 31, 2025 and $21.1 million at December 31, 2024, which are not included in the fair value hierarchy. These investments are made primarily through various SBIC funds as a strategy to provide expansion and growth opportunities to small businesses and are subject to various risks, including market, liquidity, and credit risk. SBICs are generally structured to operate for approximately 10 years, and the Company’s investments are not redeemable. Distributions are received through the liquidation of the underlying assets, which is expected to occur over the next 5-10 years. Unfunded commitments related to these investments were $8.7 million at December 31, 2025 and $7.1 million at December 31, 2024.

Deposit liabilities: The fair value of demand deposits, savings accounts, and money market deposits is the amount payable at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for funding of similar remaining maturities.

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 stock550
Per share exchange ratio for VBI shares receiving stock38.5000
Number of shares of SBCF common stock issued9,923
Number of shares of SBCF preferred stock issued111
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 cash183
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 securities2,540,434
Loans1,202,389
Bank premises and equipment45,942
CDI110,548
Goodwill280,087
Other Assets99,776
Total Assets$4,445,934
Liabilities:
Deposits$3,450,869
Securities sold under agreements to repurchase105,064
Other Liabilities60,856
Total Liabilities$3,616,789
(In thousands)Book BalanceFair Value
Loans:
Construction and land development$102,067$98,849
CRE - owner occupied93,28490,147
CRE - non-owner occupied361,699335,761
Residential real estate365,935349,786
Commercial and financial335,831322,627
Consumer5,3325,219
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 stock378
Per share exchange ratio for Heartland shares receiving stock4.9263
Number of shares of SBCF common stock issued1,862
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 cash378
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 holders1,054
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 securities357,905
Loans153,294
Bank premises and equipment7,926
CDI20,922
Goodwill22,228
Other Assets18,590
Total Assets$823,537
Liabilities:
Deposits$705,195
Other Liabilities7,118
Total Liabilities$712,313
(In thousands)Book BalanceFair Value
Loans:
Construction and land development$7,575$7,496
CRE - owner occupied31,50430,790
CRE - non-owner occupied40,23938,992
Residential real estate52,96051,434
Commercial and financial21,10421,029
Consumer3,6143,553
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 outstanding14,358
Per share exchange ratio0.8909
Number of shares of SBCF common stock issued12,792
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 shares5
Fair value of Professional options converted10,304
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 MeasuredMeasurementAs Adjusted
(In thousands)January 31, 2023Period AdjustmentsJanuary 31, 2023
Assets:
Cash and cash equivalents$141,680$—$141,680
Investment securities167,059—167,059
Loans1,991,713(5,544)1,986,169
Bank premises and equipment2,478—2,478
CDI48,885—48,885
Goodwill248,0913,583251,674
BOLI55,071—55,071
Other Assets74,2322,56176,793
Total Assets$2,729,209$600$2,729,809
Liabilities:
Deposits$2,119,341$—$2,119,341
Subordinated debt21,141—21,141
Other Liabilities167,680600168,280
Total Liabilities$2,308,162$600$2,308,762
(In thousands)Book BalanceFair Value
Loans:
Construction and land development$156,048$151,012
CRE - owner occupied293,473274,068
CRE - non-owner occupied752,393692,746
Residential real estate509,305483,611
Commercial and financial392,396350,628
Consumer33,65632,153
PPP Loans1,9511,951
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)20252024
Net interest income$645,582$539,975
Net income available to common shareholders188,701126,322
EPS - diluted1.821.26
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.

Note 18 - Business Segment

The Company'sone reportable segment provides integrated financial services including commercial and consumer banking, wealth management, and mortgage and insurance services to customers. Segment revenues are driven primarily by interest and fees on loans, interest on cash and cash equivalents and on investment securities, and fees on depository products and services.

The Company manages business activities, allocates resources and evaluates financial performance on an organization-wide basis. The CODM is the CEO. The financial results of the segment are presented using the same policies described in "Note 1 - Significant Accounting Policies."

The CODM evaluates the performance of the segment and allocates resources based on net income that is also reported on the Consolidated Statements of Income as consolidated net income and segment assets that are reported on the Consolidated Balance Sheets as total consolidated assets. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company's competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management's compensation. The significant segment expenses that are regularly provided to the CODM are interest expense, provision for credit losses, salaries and wages, employee benefits, outsourced data processing costs, and occupancy, which are all reflected in the Consolidated Statements of Income. Certain noncash expenses, such as depreciation and amortization expense, are disclosed in the Consolidated Statement of Cash Flows.

Note 19 - Subsequent Events

With the VBI acquisition resulting in higher capital and lower dilution than originally modeled, along with constructive market conditions, in January 2026, the Company repositioned a portion of its AFS securities portfolio. Securities with an average book yield of 1.9% were sold, resulting in a pre-tax loss of approximately $39.5 million impacting first quarter 2026 results. The proceeds of approximately $277 million were reinvested in primarily agency mortgage-backed securities with an average taxable equivalent book yield of 4.8%.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.