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SEACOAST BANKING CORP OF FLORIDA

For the period ended Dec 31, 2025. Filed Apr 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 10, 2026

SBCF$33.54-0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant. ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box :

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to Section §240.14a-12

SEACOAST BANKING CORPORATION OF FLORIDA

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required

☐Fee paid previously with preliminary materials

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11

PROXY

STATEMENT

815 Colorado Avenue | Stuart, Florida 34994

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

Wednesday, May 20, 2026

10:00 a.m. Eastern Time

Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) intends to hold its

2026 Annual Meeting of Shareholders (the “Annual Meeting”) at the Hutchinson Shores Resort,

3793 NE Ocean Blvd, Jensen Beach, FL 34957, on Wednesday, May 20, 2026 at 10:00 a.m.

Eastern Time.

ITEMS OF BUSINESS

The purpose of the Annual Meeting is to vote on the following proposals:

  1. Election of Directors. To elect five Class III directors (“Proposal 1”);

  2. Amend the Company's Amended and Restated Articles of Incorporation to Declassify the

Company's Board of Directors. To approve the proposed amendment to the Company's

Amended and Restated Articles of Incorporation to declassify the Company's Board of

Directors ("Proposal 2");

  1. Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers. To hold

an advisory vote to approve the compensation of the Company’s named executive officers

as disclosed in this proxy statement (“Proposal 3”);

  1. Ratification of Appointment of Independent Auditor. To ratify the appointment of Crowe LLP

as independent auditors for Seacoast for the fiscal year ending December 31, 2026

(“Proposal 4”); and

  1. Other Business. To transact such other business as may properly come before the Annual

Meeting and any adjournment or postponement thereof.

RECORD DATE

You are eligible to vote if you were a shareholder of record on the close of business on March 25,

2026, which is the record date for the Annual Meeting. This Notice of the 2026 Annual Meeting

of Shareholders and the accompanying proxy statement are sent by order of the Company’s

Board of Directors.

YOUR VOTE IS IMPORTANT

Please review the voting instructions described in this proxy statement, as well as in the notice

you received in the mail or by e-mail. By voting prior to the Annual Meeting, you will help ensure

that we have a quorum and that your preferences will be expressed on the proposals that are

being considered.

A NOTE FROM OUR CHAIRMAN AND CEO

TO OUR FELLOW SHAREHOLDERS,

CUSTOMERS, PARTNERS AND FRIENDS:

2025 was a transformative year for Seacoast—one that expanded our franchise, deployed excess

capital to enhance our earnings power, and positioned the Company to deliver stronger and more

durable shareholder returns. We advanced our strategy on multiple fronts, including completing two

strategically important acquisitions, building strong organic momentum, investing in technology

and automation, and maintaining disciplined balance sheet stewardship. Most importantly, we

executed these initiatives while remaining true to the values that have defined Seacoast for nearly

a century: relationship-based community banking, prudent risk management, and a culture

grounded in service and accountability.

We delivered strong financial performance in 2025. Highlights included above-peer organic loan

growth of 9%, driven by continued investment in our commercial banking franchise and the

continued maturation of our teams. Disciplined deposit cost management resulted in a below-peer

cost of deposits and drove a 10% expansion in net interest margin compared to the prior year. We

also improved operating leverage, with our adjusted efficiency ratio improving by more than five

points to 58%. In total, our adjusted pre-tax, pre-provision earnings increased 45% from the prior

year.

These results were achieved while maintaining industry-leading capital and liquidity, including a

Tier 1 capital ratio of 14.5% and a loan-to-deposit ratio of 78% at year-end. Our strategic focus on

relationship-based banking continues to produce a strong, low-cost core funding franchise,

supporting consistent credit discipline. We exercised that discipline during a volatile operating

environment in 2023, allowing capital to build and position Seacoast to pursue future strategic

opportunities. In 2025, we deployed our excess capital to expand our franchise in Florida. We

continue to have meaningful capital flexibility and strategic optionality—supporting organic growth,

continued investment in talent and technology, and opportunistic capital actions that can enhance

long-term shareholder value.

Building a Stronger, More Valuable Franchise

A defining feature of 2025 was the completion of two exceptional acquisitions that materially

strengthened our competitive position and expanded our long-term growth runway.

First, we completed the acquisition of Villages Bancorporation, Inc., which added a leading market

position and a high-quality, low-cost deposit franchise in one of the fastest-growing MSAs in the

country. Our partnership with The Villages® community is truly unique. Its distinctive service

model aligns closely with Seacoast’s customer-centric culture while adding meaningful scale to our

community banking and mortgage businesses. Importantly, this partnership creates a decade-plus

deposit growth opportunity that provides stable funding to profitably grow our commercial bank

over time. We believe the combination of Seacoast’s relationship-based approach, product breadth,

and strong commercial banking team with this exceptional deposit franchise creates a compelling

platform for sustained, durable earnings performance.

Second, we completed the acquisition and conversion of Heartland Bancshares, Inc., expanding our

presence in Central Florida. Heartland brought deep community roots and trusted relationships—

qualities that align closely with Seacoast’s operating philosophy. By combining Heartland’s local

strengths with Seacoast’s broader capabilities and scale, we believe we are better positioned to

serve customers, deepen relationships, and accelerate profitable growth in this market.

These transactions were executed with a disciplined approach to diligence, integration, and cultural

alignment, supported by experience gained across 16 prior acquisitions. Integration is where value

is created, and we entered each transaction with a clear plan, strong governance, and a focus on

bringing teams together around a shared mission and a consistent customer experience. We believe

we are building an organization with greater scale, stronger market positions, and improved

investment capacity—while preserving the local decision-making and relationship focus that

distinguish Seacoast.

Discipline That Supports Improved Shareholder Returns

Our strategy is designed to produce a consistent outcome: stronger profitability and improved

shareholder returns across economic cycles. In 2025, we continued to manage the balance sheet

with discipline—protecting capital, bolstering liquidity, and maintaining underwriting standards that

SHAREHOLDER

LETTER

prioritize long-term asset quality over short-term volume. In an environment where prudent risk

management remains a competitive advantage, our commitment to consistent credit discipline and

balance sheet strength is unchanged.

We also remain focused on efficiency and operating leverage. As we scale the franchise—organically

and through acquisitions—we expect to benefit from operating leverage from fixed-cost

investments as we grow further as a mid-sized bank. These benefits can support greater

investment capacity for growth, automation, and innovation.

A Culture That Sustains Performance

Our performance in 2025 was made possible by the commitment of our associates and the

strength of Seacoast’s culture. Recognition during the year—including being named among

American Banker’s “Best Banks to Work For” for the sixth consecutive year, earning Great Place To

Work® Certification for the third year in a row, and being recognized on Fortune’s Best Workplaces

for Women™ 2025 list for the third consecutive year—reflects the values, teamwork, and

accountability our teams bring to serving clients and communities every day. We value these

honors because they affirm a culture that enables us to attract, develop, and retain exceptional

talent. As a result, Seacoast has built an industry-leading commercial banking and wealth

management team that shares a disciplined, relationship-based philosophy and deep local market

expertise. Their impact is evident in our results, driving industry-leading growth in loan

outstandings and assets under management while maintaining a steadfast focus on prudent risk

management and long-term value creation. We believe our culture is a true competitive advantage

and a critical enabler of sustainable long-term growth.

Scalable Technology and Preparing an AI-Ready Infrastructure to

Drive Operating Leverage

A critical enabler of Seacoast’s long-term growth strategy is our continued investment in scalable,

enterprise-grade technology that strengthens back-office efficiency, enhances risk management,

and prepares the franchise for an increasingly AI-driven financial services landscape. Over the past

several years, we have modernized our core systems, data architecture, and operating platforms to

ensure they scale efficiently as the franchise grows. These investments are designed to drive

sustainable operating leverage by automating routine processes, improving data quality and

decision support, and enabling more consistent execution across the organization. Just as

importantly, they position Seacoast to responsibly adopt emerging AI-enabled tools over time,

enhancing productivity, insight, and customer experience while maintaining strong governance and

controls. We view technology not as a standalone initiative, but as a foundational capability that

supports scale benefits, ongoing operating leverage, and ultimately durable shareholder returns.

Entering Our 100 th Year with Strength and Momentum

As we approach Seacoast’s 100 th anniversary in 2026, we do so from a position of strength. We

have built a stronger franchise with expanded market presence, improved funding advantages, and

meaningful capital flexibility. We have demonstrated the ability to execute complex integrations

while maintaining operating discipline and customer focus. And we remain committed to growing

relationships, investing in talent and capabilities, and delivering improved returns for shareholders.

Our optimism about the future is grounded in fundamentals: a relationship-based model that has

proven resilient; a balance sheet managed with discipline; a culture that attracts and develops

exceptional teams; and a strategy that is clear and consistent. We do not measure success by a

single quarter or a single year. We measure it by building a franchise that compounds value over

time—delivering strong performance in favorable environments and remaining resilient when

conditions are less favorable.

On behalf of our Board of Directors and all of our associates, thank you for your continued

confidence in Seacoast. We are proud of what we accomplished in 2025, and we are energized by

the opportunity ahead as we enter our 100 th year of serving our customers, communities, and

shareholders.

SHAREHOLDER

LETTER

VOTING INFORMATION1
How to Cast Your Vote1
How to View Proxy Materials Online1
PROXY SUMMARY2
About Seacoast2
Compensation Philosophy3
Pay for Performance Alignment3
Shareholder Engagement and Board Responsiveness3
Communications with the Board3
Series A Non-Voting Preferred Stock3
Summary of Proposals and Board Recommendations4
Our Director Nominees4
Director Nomination Process5
Board and Governance Highlights6
Board Composition6
Board Skills and Characteristics7
OUR CORPORATE GOVERNANCE FRAMEWORK8
CORPORATE GOVERNANCE AT SEACOAST9
The Board’s Role in Strategy and Risk Oversight9
Governance Policies10
Data Privacy and Information Security10
Cybersecurity Risk Management and Governance10
CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES11
Board Independence11
Board Evaluation Process11
Board Leadership Structure11
Lead Independent Director11
Non-Management Executive Sessions11
Committee Structure12
Management Succession Planning and Development12
BOARD MEETINGS AND COMMITTEES13
Board Meeting Attendance13
Annual Meeting Attendance13
Board Committees13
Board Committee Membership and 2025 Committee Meetings13
Key Committee Responsibilities14
AUDIT COMMITTEE REPORT15
OWNERSHIP OF COMMON STOCK16
Director, Executive Officers and Certain Beneficial Stock Ownership16
Delinquent Section 16(a) Reports17
A LETTER FROM OUR COMPENSATION AND GOVERNANCE COMMITTEE CHAIR18
COMPENSATION AND GOVERNANCE COMMITTEE REPORT19
COMPENSATION DISCUSSION AND ANALYSIS20
Say on Pay Results20
Shareholder Outreach Summary20
Named Executive Officers22
Company Performance and Key Accomplishments in 202523
2025 Executive Compensation Actions24
Compensation and Governance Best Practices - What We Do and What We Don't Do24
Compensation Program and Philosophy25
Elements of Compensation25
2025 NEO Mix of Target Total Direct Compensation26
2025 Pay Outcomes26
ELEMENTS OF COMPENSATION DECISION MAKING27
Role of CGC27
Role of Chairman and CEO27
Role and Independence of the Compensation Consultant27
Compensation Peer Group and Market Data28
2025 ELEMENTS OF COMPENSATION AND PAY DECISIONS29
Base Salaries29
Annual Short-Term Incentive29
Target Short-Term Incentive Opportunity29
Short-Term Incentive Performance Metrics30
Calculation of 2025 Short-Term Incentive Payout30
Quantitative Performance Measures30
Qualitative Performance Scorecard31
Individual Performance32
Long-Term Incentives33
Performance Stock Unit ("PSU") Awards34
PSU Awards Granted in 2025 for the Performance Period 2025-202735
PSU Awards Granted in 2024 for the Performance Period 2024-202635
PSU Awards Granted in 2023 for the Performance Period 2023-202535
Time-Based Restricted Stock Awards (“RSA”)35
Risk Management36
OTHER ELEMENTS OF THE 2025 COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS36
Change in Control Severance Benefits36
Retirement and Employee Welfare Benefits36
Supplemental Executive Retirement Plan Agreement37
Executive Perquisites37
Clawback Policy37
Hedging and Pledging Policy37
Stock Ownership Guidelines37
EXECUTIVE COMPENSATION TABLES38
2025 SUMMARY COMPENSATION TABLE38
2025 COMPONENTS OF ALL OTHER COMPENSATION39
2025 GRANTS OF PLAN-BASED AWARDS39
Outstanding Equity Awards at Fiscal Year End 202540
2025 Option Exercises and Stock Vested41
Supplemental Executive Retirement Plan (“SERP”)41
2025 Pension Benefits41
Executive Deferred Compensation Plan42
2025 Nonqualified Deferred Compensation42
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS43
Employment Agreement with CEO Shaffer43
Employment Agreement with Chief Operating Officer Kleffel43
Employment Agreement with Chief Lending Officer Carroll44
Change in Control Agreements with Other Named Executive Officers44
2025 OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS45
CEO Pay Ratio46
Equity Compensation Plan Information46
2025 PAY VERSUS PERFORMANCE47
2025 Performance Measures48
Visual Representation of the Information Provided in the Pay Versus Performance Table48
PROPOSAL 1ELECTION OF DIRECTORS50
General50
Manner for Voting Proxies51
Nominees for Election at the Annual Meeting51
Director Terms Extended Beyond the Annual Meeting54
Director Compensation59
Non-Employee Director Compensation Structure59
Lead Independent Director Compensation59
Director Stock Ownership Policy60
2025 Director Compensation Table60
Stock Awards and Options Granted to Directors in 202561
Directors’ Deferred Compensation Plan61
PROPOSAL 2 APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA TO DECLASSIFY THE BOARD62
PROPOSAL 3ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS63
PROPOSAL 4RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR64
Relationship with Independent Registered Public Accounting Firm64
Independent Registered Public Accounting Firm’s Fees64
Pre-Approval Policy64
OTHER INFORMATION65
Certain Transactions and Business Relationships65
Related Party Transactions65
OTHER MATTERS67
Principal Offices67
Solicitation of Proxies; Expenses67
Notice of Business to Come Before the Meeting67
SHAREHOLDER PROPOSALS FOR 202767
Shareholder Proposals for Inclusion in 2027 Proxy Statement67
Shareholder Proposals for Presentation at 2027 Annual Meeting67
ADDITIONAL VOTING INFORMATION68
Voting at Annual Meeting68
Record Date68
Forms of Ownership of Shares68
Street Name Holders69
Revocation of Proxies69
Quorum and Required Vote69
Multiple Shareholders Sharing the Same Address70
APPENDIX AINFORMATION REGARDING NON-GAAP FINANCIAL MEASUREMENTS71
APPENDIX BARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA73

TABLE OF

CONTENTS

SEACOAST BANKING CORPORATION OF FLORIDA 1 PROXY STATEMENT 2026

Voting Information

ContentsView on SEC.gov

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