What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 49 added, 33 removed, 167 unchanged (33% of the section changed)

27 unchanged sentences

options, warrants

and rights Weighted average

Weighted average

exercise price of

7 unchanged sentences

Equity compensation plans approved by shareholders 810,180 $ 22.02 2,532,399

839,884 $ 22.94 534,682

Employee Stock Purchase Plan 2

Equity compensation plans not approved by shareholders — — —

Totals 810,180 $ 22.02 2,532,399

1 Seacoast Banking Corporation of Florida 2013 Long-Term Incentive Plan.

Shares reserved under this plan are available for issuance pursuant to the exercise of stock options and stock appreciation rights granted under the plan, and may be granted as awards of restricted stock, performance shares, or other stock-based awards, prospectively.

2 Seacoast Banking Corporation of Florida Employee Stock Purchase Plan, as amended.

1 Includes 83,182 shares available to be issued upon exercise of the remaining unexercised substitute options of the 356,497 options granted in connection with the acquisition of Legacy Bank of Florida

Additional information regarding the ownership of the Company's common stock is set forth under the headings “Proposal 1 - Election of Directors” and “Director, Executive Officers and Certain Beneficial Stock Ownership” in the 2022 Proxy Statement, and is incorporated herein by reference.

5 unchanged sentences

Exhibits, Financial Statement Schedules

(a)(1) The Consolidated Financial Statements and the report of the Independent Registered Public Accounting Firm thereon listed in Item 8 are set forth commencing on page 81 .

(a)(1) The Consolidated Financial Statements and the report of the Independent Registered Public Accounting Firm (PCAOB ID:

173 ) thereon listed in Item 8 are set forth commencing on page 72 .

(a)(2) List of financial statement schedules

2 unchanged sentences

It is inappropriate for readers to assume the accuracy of, or rely upon any covenants, representations or warranties that may be contained in agreements or other documents filed as Exhibits to, or incorporated by reference in, this report.

Any such covenants, representations or warranties may have been qualified or superseded by disclosures contained in separate schedules or exhibits not filed with or incorporated by reference in this report, may reflect the parties’ negotiated risk allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, may not be true as of the date of this report or any other date, and may be subject to waivers by any or all of the parties.

allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, may not be true as of the date of this report or any other date, and may be subject to waivers by any or all of the parties.

Where exhibits and schedules to agreements filed or incorporated by reference as Exhibits hereto are not included in these Exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.

1 unchanged sentence

Exhibit 2.1 Agreement and Plan of Merger

Dated June 11, 2018 by and among the Company, Seacoast Bank, First Green Bancorp, Inc.

and First Green Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed June 15, 2018.

Exhibit 2.2 Agreement and Plan of Merger

Dated November 19, 2019 by and among the Company, Seacoast Bank and First Bank of the Palm Beaches incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed November 22, 2019.

1 unchanged sentence

Dated January 23, 2020 by and among the Company, Seacoast Bank, Fourth Street Banking Company and Freedom Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed January 29, 2020.

Exhibit 2.3 Amended and Restated Agreement and Plan of Merger

Dated June 14, 2021 by and among the Company, Seacoast Bank, and Legacy Bank of Florida incorporated herein by

reference from Appendix A to the Company’s Form S-4/A, filed June 14, 2021 .

Exhibit 2.4 Agreement and Plan of Merger

Dated August 23, 2021 by and among the Company, Seacoast Bank, Business Bank of Florida, Corp.

Business Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed August 27, 2021.

Exhibit 2.5 Agreement and Plan of Merger

Dated August 23, 2021 by and among the Company, Seacoast Bank, Sabal Palm Bancorp, Inc.

and Sabal Palm Bank

incorporated herein by reference from Exhibit 2.2 to the Company’s Form 8-K, filed August 27, 2021.

Exhibit 2.6 Amendment to Agreement and Plan of Merger

Dated November 12, 2021 by and among the Company, Seacoast Bank, Sabal Palm Bancorp, Inc.

and Sabal Palm

Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K filed November 18, 2021.

Exhibit 3.1.1 Amended and Restated Articles of Incorporation

48 unchanged sentences

Hudson, III and William R.

Hahl, as Administrators, and LaSalle Bank, as Institutional Trustee (including exhibits containing the related forms of the SBCF Statutory Trust III Common Securities Certificate and the Capital Securities Certificate), incorporated herein by reference from Exhibit 10.3 to the Company’s Form 8-K filed July 3, 2007.

Exhibit 10.1 Amended and Restated Retirement Savings Plan*

Incorporated herein by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed March 15, 2011.

Exhibit 10.2 Amended and Restated Employee Stock Purchase Plan*

Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on DEF 14A, filed with the Commission on April 27, 2009.

Exhibit 10.3 Dividend Reinvestment and Stock Purchase Plan

Incorporated by reference to the Company’s Form S-3 File No.

333-221822, filed on November 30, 2017.

Hahl, as Administrators, and LaSalle Bank, as Institutional Trustee (including exhibits containing the related forms of the SBCF Statutory Trust

III Common Securities Certificate and the Capital Securities Certificate), incorporated herein by reference from Exhibit 10.3 to the Company’s Form 8-K filed July 3, 2007.

Exhibit 10.1 Executive Deferred Compensation Plan*

Incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed March 30, 2001.

Exhibit 10.2 Amended and Restated Directors Deferred Compensation Plan*

Incorporated herein by reference from Exhibit 10.7 to the Company's Annual Report on Form 10-K, filed March 14, 2016.

Exhibit 10.3 2013 Incentive Plan

Incorporated herein by reference from Appendix A to the Company’s Proxy Statement on Form DEF 14A, filed April 9, 2013.

Exhibit 10.7 Form of Change of Control Employment Agreement with Charles Cross, David Houdeshell and Charles Shaffer*

Exhibit 10.4 Seacoast Banking Corporation of Florida 2021 Incentive Plan

Incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on DEF 14A, filed with

the Commission on April 9, 2021.

Exhibit 10.5 Form of Change of Control Agreement with Charles Shaffer*

Incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K, filed November 3, 2014.

6 unchanged sentences

Incorporated herein by reference from Exhibit 10.1 to the Company's Form 8-K, filed June 19, 2020.

Exhibit 10.1 1 Form of Change of Control Employment Agreement with Charles Cross, David Houdeshell and Charles Shaffer

Incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K, filed September 23, 2016.

Exhibit 10.9 Employment Agreement with Charles Shaffer*

Dated December 31, 2020 by and between the Company and Charles Shaffer, incorporated herein by reference from Exhibit 10.1 to the Company's Form 8-K, filed January 4, 2021.

Exhibit 10.10 Supplemental Executive Retirement Agreement*

Dated December 10, 2021, by and between Seacoast National Bank and Charles M.

Shaffer, incorporated herein by

reference from Exhibit 10.1 to the Company’s Form 8-K, filed December 15, 2021.

Exhibit 10.11 Change in Control Agreement *

Dated January 20, 2021, by and between Tracey Dexter and Seacoast Banking Corporation of Florida incorporated

herein by reference from Exhibit 10.1 to the Company’s Form 8-K filed January 22, 2021.

Exhibit 10.12 Employment Agreement

Dated April 19, 2021, by and between Juliette P.

Kleffel, Seacoast National Bank and Seacoast Banking Corporation

of Florida incorporated herein by reference from Exhibit 10.1 to the Company’s 8-K filed April 20, 2021.

Exhibit 21 Subsidiaries of Registrant

4 unchanged sentences

Exhibit 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 111 the Emergency Economic Stability Act, as amended

Exhibit 101 The following materials from Seacoast Banking Corporation of Florida’s Quarterly Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL:

Exhibit 101 The following materials from Seacoast Banking Corporation of Florida’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline XBRL:

(i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) the Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

9 unchanged sentences

/s/ Charles M.

President and Chief Executive Officer

Chairman and Chief Executive Officer

February 25, 2022

2 unchanged sentences

Shaffer February 25, 2022

Shaffer, President and Chief Executive Officer

Shaffer, Chairman and Chief Executive Officer

(principal executive officer)

3 unchanged sentences

(principal financial and accounting officer)

/s/ Dennis S.

Hudson, III February 26, 2021

Hudson, III, Executive Chairman of the Board

/s/ Dennis J.

14 unchanged sentences

Fogal, Director

/s/ Maryann B.

Goebel February 26, 2021

Goebel, Director

/s/ Maryann Goebel February 25, 2022

Maryann Goebel, Director

/s/ Dennis S.

Hudson, III February 25, 2022

Hudson, III, Director

/s/ Robert J.

1 unchanged sentence

Lipstein, Director

/s/ Alvaro J.

Monserrat February 25, 2022

Monserrat, Director

/s/ Thomas E.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures