What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-01 · 22 added, 31 removed, 181 unchanged (23% of the section changed)

9 unchanged sentences

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023.

This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control— Integrated Framework 2013.

This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control— Integrated Framework 2013.

Based on this assessment, management believes that, as of December 31, 2023, the Company's internal control over financial reporting was effective.

On October 7, 2022, the Company acquired Drummond Banking Company (“Drummond”), and as of December 31, 2022, full integration of Drummond’s systems and processes into those of the Company was not complete.

Management's assessment of and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2022, excludes the internal controls of Drummond.

This exclusion is in accordance with the SEC Staff's general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

Drummond represents approximately 8% of the Company’s total consolidated assets at December 31, 2022, and approximately 2% of total consolidated revenue for the year ended December 31, 2022.

The Company's independent registered public accounting firm, Crowe LLP, has issued an audit report on our internal control over financial reporting which is included herein.

2 unchanged sentences

Other Information.

During the three months ended December 31, 2023, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted , modified or terminated by any director or officer of the Company.

Directors, Executive Officers and Corporate Governance

22 unchanged sentences

Totals 836,041 $ 20.35 2,388,271

1 Includes 66,469 shares available to be issued upon exercise of the remaining unexercised substitute options of the 552,298 options granted in connection with the acquisitions of Business Bank of Florida, Corp., Sabal Palm Bancorp, Inc.and Apollo Bancshares, Inc.

No options were issued in connection with the acquisition of Drummond Banking Company.

1 Includes 823,963 shares available to be issued upon exercise of the remaining unexercised substitute options of the 1,053,859 options granted in connection with the bank acquisitions.

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 2024 Proxy Statement, and is incorporated herein by reference.

14 unchanged sentences

The following Exhibits are attached hereto or incorporated by reference herein (unless indicated otherwise, all documents referenced below were filed pursuant to the Exchange Act by Seacoast Banking Corporation of Florida, Commission File No.

1 Agreement and Plan of Merger dated August 23, 2021 by and among the Company, Seacoast Bank, Business Bank of Florida, Corp.

Exhibit 2.1 Agreement and Plan of Merger dated August 23, 2021 by and among the Company, Seacoast Bank, Business Bank of Florida, Corp.

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

2 Agreement and Plan of Merger dated August 23, 2021 by and among the Company, Seacoast Bank, Sabal Palm Bancorp, Inc.

Exhibit 2.2 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.

3 Agreement and Plan of Merger dated November 12, 2021 by and among the Company, Seacoast Bank, Sabal Palm Bancorp, Inc.

Exhibit 2.3 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.

4 Agreement and Plan of Merger dated March 29, 2022 by and among the Company, Seacoast Bank, Apollo Bancshares, Inc.

Exhibit 2.4 Agreement and Plan of Merger dated March 29, 2022 by and among the Company, Seacoast Bank, Apollo Bancshares, Inc.

and Apollo Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed April 1, 2022.

5 Agreement and Plan of Merger dated May 4, 2022 by and among the Company, Seacoast Bank, Drummond Banking Company and Drummond Community Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed May 10, 2022.

6 Agreement and Plan of Merger dated August 7, 2022 by and among the Company, Seacoast Bank, Professional Holding Corp.

Exhibit 2.5 Agreement and Plan of Merger dated May 4, 2022 by and among the Company, Seacoast Bank, Drummond Banking Company and Drummond Community Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed May 10, 2022.

Exhibit 2.6 Agreement and Plan of Merger dated August 7, 2022 by and among the Company, Seacoast Bank, Professional Holding Corp.

and Professional Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed August 11, 2022.

1 unchanged sentence

Incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed May 10, 2006.

Exhibit 3.1.2 Articl es of Amendment to the Amended and Restated Articles of Incorporation

Exhibit 3.1.2 Articles of Amendment to the Amended and Restated Articles of Incorporation

Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 23, 2008.

15 unchanged sentences

Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 30, 2018.

Exhibit 3.1.11 Articles of Amendment to the Amended and Restated Articles of Incorporation

Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 23, 2023.

Exhibit 3.2 Amended and Restated By-laws of the Company

2 unchanged sentences

Incorporated herein by reference from Exhibit 4.1 to the Company’s Form 10-K, filed on February 26, 2021.

Exhibit 4.2 Specimen Common Stock C e rtificate

Exhibit 4.2 Specimen Common Stock Certificate

Incorporated herein by reference from Exhibit 4.1 to the Company’s Form 10-K, filed on March 17, 2014.

26 unchanged sentences

Exhibit 10.2 Amended and Restated Directors Deferred Compensation Plan*

E xhibit 10.3 2013 Incentive Plan

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 10.4 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

Exhibit 10.4 Amended Seacoast Banking Corporation of Florida 2021 Incentive Plan*

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

the Commission on April 10, 2023.

1 unchanged sentence

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

Exhibit 10.6 Employment Agreement*

Dated December 18, 2014 between Dennis S.

Hudson, III and the Company, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K, filed December 19, 2014.

Exhibit 10.7 Amendment to Employment Agreement with Dennis S.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed June 27, 2017.

Exhibit 10.8 Amendment to Employment with Dennis S.

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

Exhibit 10.9 Employment Agreement with Charles Shaffer*

7 unchanged sentences

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

Exhibit 10.12 Amended Executive Employment Agreement

Dated December 15, 2023 by and between Julie Kleffel and SBCF.

Exhibit 10.13 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.

Dated December 15, 2023 by and between Austen Carroll and SBCF.

Exhibit 21 Subsidiaries of Registrant

3 unchanged sentences

Exhibit 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 111 the Emergency Economic Stability Act, as amended

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 amende d

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 97.1 Compensation Recoupment Policy

Exhibit 101 The following materials from Seacoast Banking Corporation of Florida’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL:

31 unchanged sentences

Gilbert Culbreth, Jr, Director

Daum February 28, 2023

Daum, Director

/s/ Christopher E.

17 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