Item 1. Financial Statements
Item 1. Financial Statements
SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2025 2024 2025 2024
Interest and fees on loans $ 161,913 $ 150,980 $ 469,628 $ 445,367
Interest and dividends on securities 36,019 25,997 97,946 72,612
Interest on interest bearing deposits and other investments 4,780 7,138 12,740 21,650
Total Interest Income 202,712 184,115 580,314 539,629
Interest on deposits 43,133 51,963 127,392 150,816
Interest on time certificates 16,341 19,002 46,434 54,051
Interest on borrowed money 9,770 6,485 27,639 18,595
Total Interest Expense 69,244 77,450 201,465 223,462
Net Interest Income 133,468 106,665 378,849 316,167
Provision for credit losses 8,371 6,273 22,000 12,559
Net Interest Income after Provision for Credit Losses 125,097 100,392 356,849 303,608
Noninterest income:
Service charges on deposit accounts 6,194 5,412 16,914 15,714
Interchange income 2,008 1,911 5,710 5,739
Wealth management income 4,578 3,843 13,022 11,149
Mortgage banking fees 517 485 1,606 1,448
Insurance agency income 1,481 1,399 4,390 4,045
BOLI income 3,875 2,578 9,723 7,438
Other 6,006 7,864 19,760 20,455
24,659 23,492 71,125 65,988
Securities (losses) gains, net ( 841 ) 187 ( 606 ) 372
Total Noninterest Income 23,818 23,679 70,519 66,360
Noninterest expense:
Salaries and wages 46,310 40,697 132,996 119,938
Employee benefits 7,387 6,955 24,354 21,705
Outsourced data processing costs 9,337 8,003 26,366 28,331
Occupancy 7,627 7,096 22,460 22,313
Furniture and equipment 2,233 2,060 6,486 6,027
Marketing 2,509 2,729 8,215 8,650
Legal and professional fees 1,674 2,708 6,485 6,841
FDIC assessments 2,414 1,882 6,716 6,171
Amortization of intangibles 6,005 6,002 16,445 18,297
OREO expense and net (gain) loss on sale ( 346 ) 491 ( 97 ) 356
Provision for credit losses on unfunded commitments 150 250 450 751
Merger-related charges 10,808 — 14,281 —
Other 5,879 5,945 19,157 18,346
Total Noninterest Expense 101,987 84,818 284,314 257,726
Income Before Income Taxes 46,928 39,253 143,054 112,242
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Income tax expense 10,461 8,602 32,436 25,341
Net Income $ 36,467 $ 30,651 $ 110,618 $ 86,901
Net income per share of common stock
Diluted $ 0.42 $ 0.36 $ 1.28 $ 1.02
Basic 0.42 0.36 1.30 1.03
Average common shares outstanding
Diluted 87,425 85,069 86,154 84,915
Basic 86,619 84,434 85,398 84,319
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(In thousands) Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net Income $ 36,467 $ 30,651 $ 110,618 $ 86,901
Other comprehensive income:
Unrealized gains on AFS securities, net of tax expense of $ 8.4 million and $ 20.9 million, respectively, for the three and nine months ended September 30, 2025 and net of tax expense of $ 14.4 million and $ 10.6 million, respectively, for the three and nine months ended September 30, 2024
26,184 44,972 65,738 33,477
Amortization of unrealized gains on securities transferred to HTM, net of tax benefit of $ 3 thousand and $ 10 thousand, respectively, for the three and nine months ended September 30, 2025 and net of tax benefit of $ 3 thousand and $ 11 thousand, respectively, for the three and nine months ended September 30, 2024
( 11 ) ( 11 ) ( 32 ) ( 31 )
Reclassification adjustment for losses included in net income, net of tax benefit of $ 0.2 million for each of the three and nine months ended September 30, 2025, and net of tax benefit of $ 0.1 million and $ 1.0 million, respectively, for the three and nine months ended September 30, 2024
711 201 711 3,006
Unrealized gains (losses) on derivatives designated as fair value hedges, net of reclassifications to income, net of tax expense of $ 9 thousand for the nine months ended September 30, 2025, and net of tax benefit of $ 0.8 million and $ 0.6 million, respectively, for the three and nine months ended September 30, 2024
— ( 2,322 ) 27 ( 1,744 )
Total other comprehensive income $ 26,884 $ 42,840 $ 66,444 $ 34,708
Comprehensive Income $ 63,351 $ 73,491 $ 177,062 $ 121,609
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, 2025 December 31, 2024
(In thousands, except share data)
Assets
Cash and due from banks $ 173,954 $ 171,615
Interest bearing deposits with other banks 132,040 304,992
Total cash and cash equivalents 305,994 476,607
Time deposits with other banks 30,852 3,215
Debt securities:
Securities AFS (at fair value) 3,212,080 2,226,543
Securities HTM (fair value $ 498.4 million at September 30, 2025 and $ 507.6 million at December 31, 2024)
598,604 635,186
Total debt securities 3,810,684 2,861,729
Loans held for sale 10,841 17,277
Loans 10,964,173 10,299,950
Allowance for credit losses ( 147,453 ) ( 138,055 )
Loans, net of allowance for credit losses 10,816,720 10,161,895
Bank premises and equipment, net 115,392 107,555
OREO 5,085 6,421
Goodwill 754,645 732,417
Other intangible assets, net 76,291 71,723
BOLI 323,214 308,995
Net deferred tax assets 74,683 102,989
Other assets 352,503 325,485
Total Assets $ 16,676,904 $ 15,176,308
Liabilities
Deposits $ 13,090,319 $ 12,242,427
Securities sold under agreements to repurchase 236,247 232,071
FHLB borrowings
690,000 245,000
Long-term debt, net 107,464 106,966
Other liabilities 174,742 166,601
Total Liabilities 14,298,772 12,993,065
Shareholders’ Equity
Common stock, par value $ 0.10 per share, authorized 120,000,000 shares, issued 88,639,047 and outstanding 87,855,718 at September 30, 2025, and authorized 120,000,000 , issued 86,284,017 and outstanding 85,567,712 shares
at December 31, 2024
8,864 8,628
Additional paid-in capital 1,891,111 1,824,935
Retained earnings 590,384 526,642
Treasury stock ( 20,804 ) ( 19,095 )
2,469,555 2,341,110
Accumulated other comprehensive loss, net ( 91,423 ) ( 157,867 )
Total Shareholders’ Equity
2,378,132 2,183,243
Total Liabilities and Shareholders’ Equity
$ 16,676,904 $ 15,176,308
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30,
(In thousands) 2025 2024
Cash Flows from Operating Activities
Net income $ 110,618 $ 86,901
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 6,715 6,381
Accretion of discounts on securities, net ( 3,858 ) ( 2,371 )
Amortization of operating lease ROUAs 6,793 6,148
Other amortization and accretion, net 2,224 3,344
Stock-based compensation 11,445 10,233
Origination of loans designated for sale ( 75,987 ) ( 82,146 )
Sale of loans designated for sale 86,383 79,187
Provision for credit losses 22,000 12,559
Deferred income taxes 7,174 7,321
Losses (gains) on securities 606 ( 372 )
Gains on sale of loans ( 4,067 ) ( 4,251 )
(Gains) losses on sale of OREO, net of write-downs ( 114 ) 134
Losses on disposition of fixed assets and write-downs upon transfer of bank premises to OREO 106 284
Changes in operating assets and liabilities, net of effects from acquired companies:
Net (increase) decrease in other assets ( 37,432 ) 6,951
Net increase in other liabilities 942 4,606
Net cash provided by operating activities $ 133,548 $ 134,909
Cash Flows from Investing Activities
Maturities and repayments of debt securities AFS 369,197 269,277
Maturities and repayments of debt securities HTM 36,460 34,361
Proceeds from sale of debt securities AFS 265,524 104,425
Purchases of debt securities AFS ( 1,171,727 ) ( 651,360 )
Maturities and redemptions of time deposits with other banks 2,219 4,132
Purchases of time deposits with other banks — ( 3,482 )
Net new loans and principal repayments ( 528,685 ) ( 158,095 )
Proceeds from the sale of loans held for investment 19,110 10,905
Proceeds from sale of OREO 2,960 2,841
Proceeds from sale of FHLB and Federal Reserve Bank stock 31,118 11,310
Purchase of FHLB and Federal Reserve Bank stock ( 55,185 ) ( 20,743 )
Proceeds from BOLI death benefit 2,294 —
Proceeds from sale of Visa Class B shares — 4,104
Net cash from bank acquisitions 185,995 —
Additions to bank premises and equipment ( 7,149 ) ( 3,884 )
Net cash used in investing activities $ ( 847,869 ) $ ( 396,209 )
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30,
(In thousands) 2025 2024
Cash Flows from Financing Activities
Net increase in deposits $ 142,697 $ 466,651
Net increase (decrease) in repurchase agreements 4,176 ( 164,397 )
Net increase of FHLB borrowings with original maturities of three months or less 100,000 —
Repayments of FHLB borrowings with original maturities of more than three months ( 105,000 ) ( 160,000 )
Proceeds from FHLB borrowings with original maturities of more than three months 450,000 355,000
Stock-based employee benefit plans ( 1,289 ) 972
Repurchase of common stock — ( 880 )
Dividends paid ( 46,876 ) ( 46,170 )
Net cash provided by financing activities $ 543,708 $ 451,176
Net (decrease) increase in cash and cash equivalents ( 170,613 ) 189,876
Cash and cash equivalents at beginning of period 476,607 447,182
Cash and cash equivalents at end of period $ 305,994 $ 637,058
Supplemental disclosure of cash flow information:
Cash paid for interest $ 205,578 $ 219,201
Cash paid for taxes, net 10,380 10,888
Recognition of operating lease ROUAs, other than through bank acquisitions, net of terminations 9,372 —
Recognition of operating lease liabilities, other than through bank acquisitions, net of terminations 9,372 —
Supplemental disclosure of non-cash investing activities: 1
Transfers from loans to OREO 1,116 953
Transfers from bank premises to OREO — 883
1 See "Note 11 – Business Combinations" for non-cash transactions related to business combinations.
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (Unaudited)
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss
(In thousands) Shares Amount Total
Balance at June 30, 2025
85,948 $ 8,673 $ 1,832,158 $ 569,833 $ ( 20,792 ) $ ( 118,307 ) $ 2,271,565
Comprehensive income — — — 36,467 — 26,884 63,351
Stock-based compensation expense — — 4,448 — — — 4,448
Common stock transactions related to stock-based employee benefit plans 46 5 144 — ( 12 ) — 137
Issuance of common stock, pursuant to acquisitions 1,862 186 54,361 — — — 54,547
Dividends on common stock ($ 0.18 per share)
— — — ( 15,916 ) — — ( 15,916 )
Three months ended September 30, 2025 1,908 191 58,953 20,551 ( 12 ) 26,884 106,567
Balance at September 30, 2025
87,856 $ 8,864 $ 1,891,111 $ 590,384 $ ( 20,804 ) $ ( 91,423 ) $ 2,378,132
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss
(In thousands) Shares Amount Total
Balance at December 31, 2024
85,568 $ 8,628 $ 1,824,935 $ 526,642 $ ( 19,095 ) $ ( 157,867 ) $ 2,183,243
Comprehensive income — — — 110,618 — 66,444 177,062
Stock-based compensation expense — — 11,445 — — — 11,445
Common stock transactions related to stock-based employee benefit plans 426 50 370 — ( 1,709 ) — ( 1,289 )
Issuance of common stock, pursuant to acquisition 1,862 186 54,361 — — — 54,547
Dividends on common stock ($ 0.54 per share)
— — — ( 46,876 ) — — ( 46,876 )
Nine months ended September 30, 2025 2,288 236 66,176 63,742 ( 1,709 ) 66,444 194,889
Balance at September 30, 2025
87,856 $ 8,864 $ 1,891,111 $ 590,384 $ ( 20,804 ) $ ( 91,423 ) $ 2,378,132
Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss
(In thousands) Shares Amount Total
Balance at June 30, 2024
85,299 $ 8,530 $ 1,815,800 $ 492,805 $ ( 18,744 ) $ ( 168,010 ) $ 2,130,381
Comprehensive income — — — 30,651 — 42,840 73,491
Stock-based compensation expense — — 4,128 — — — 4,128
Common stock transactions related to stock-based employee benefit plans 142 84 1,122 — 64 — 1,270
Dividends on common stock ($ 0.18 per share)
— — — ( 15,420 ) — — ( 15,420 )
Three months ended September 30, 2024 142 84 5,250 15,231 64 42,840 63,469
Balance at September 30, 2024
85,441 $ 8,614 $ 1,821,050 $ 508,036 $ ( 18,680 ) $ ( 125,170 ) $ 2,193,850
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Common Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss
(In thousands) Shares Amount Total
Balance at December 31, 2023
84,861 $ 8,486 $ 1,808,883 $ 467,305 $ ( 16,710 ) $ ( 159,878 ) $ 2,108,086
Comprehensive income — — — 86,901 — 34,708 121,609
Stock-based compensation expense — — 10,233 — — — 10,233
Common stock transactions related to stock-based employee benefit plans 620 128 1,934 — ( 1,090 ) — 972
Repurchase of common stock ( 40 ) — — — ( 880 ) — ( 880 )
Dividends on common stock ($ 0.54 per share)
— — — ( 46,170 ) — — ( 46,170 )
Nine months ended September 30, 2024 580 128 12,167 40,731 ( 1,970 ) 34,708 85,764
Balance at September 30, 2024
85,441 $ 8,614 $ 1,821,050 $ 508,036 $ ( 18,680 ) $ ( 125,170 ) $ 2,193,850
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – Basis of Presentation
Basis of Presentation: The accompanying unaudited consolidated financial statements of Seacoast Banking Corporation of Florida and its subsidiaries (the “Company”) have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.
Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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 allowance for credit losses, acquisition accounting and purchased loans, intangible assets and impairment testing, and other fair value measurements.
Issued 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 is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of the standard to have a material impact on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures . ASU 2024-03 requires disclosure to disaggregate 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.
Note 2 – Earnings per Share
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 the 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.
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For the three and nine months ended September 30, 2025, options to purchase shares of the Company’s common stock totaling 144,826 and 327,859 , respectively, were anti-dilutive. For the three and nine months ended September 30, 2024, options to purchase shares of the Company’s common stock totaling 327,006 and 328,045 , respectively, were anti-dilutive.
Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in thousands, except per share data) 2025 2024 2025 2024
Basic EPS
Net income $ 36,467 $ 30,651 $ 110,618 $ 86,901
Average common shares outstanding 86,619 84,434 85,398 84,319
Net income per share $ 0.42 $ 0.36 $ 1.30 $ 1.03
Diluted EPS
Net income $ 36,467 $ 30,651 $ 110,618 $ 86,901
Average common shares outstanding 86,619 84,434 85,398 84,319
Add: Dilutive effect of employee restricted stock and stock options 806 635 756 596
Average diluted shares outstanding 87,425 85,069 86,154 84,915
Net income per share $ 0.42 $ 0.36 $ 1.28 $ 1.02
Note 3 – Securities
The amortized cost, gross unrealized gains and losses and fair value of debt securities AFS and HTM at September 30, 2025 and December 31, 2024 are summarized as follows:
September 30, 2025
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Fair
Value
AFS Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies $ 41,205 $ 346 $ ( 432 ) $ 41,119
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 2,654,711 28,944 ( 141,197 ) 2,542,458
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 299,739 4,478 ( 6,471 ) 297,746
Private mortgage-backed securities and collateralized mortgage obligations 103,825 348 ( 5,582 ) 98,591
CLOs 216,818 698 ( 309 ) 217,207
Obligations of state and political subdivisions 8,635 1 ( 1,142 ) 7,494
Other debt securities 7,389 76 — 7,465
Totals $ 3,332,322 $ 34,891 $ ( 155,133 ) $ 3,212,080
HTM Debt Securities
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 511,031 $ — $ ( 93,719 ) $ 417,312
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 87,573 — ( 6,501 ) 81,072
Totals $ 598,604 $ — $ ( 100,220 ) $ 498,384
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December 31, 2024
(In thousands) Amortized
Cost Gross Unrealized
Gains Gross Unrealized
Losses Fair
Value
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 entities 1,777,274 1,237 ( 190,536 ) 1,587,975
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 206,537 1,195 ( 10,283 ) 197,449
Private mortgage-backed securities and collateralized mortgage obligations 129,475 149 ( 8,382 ) 121,242
CLOs 278,342 788 ( 166 ) 278,964
Obligations of state and political subdivisions 7,139 — ( 1,449 ) 5,690
Other debt securities 7,389 94 — 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 entities 88,742 — ( 9,972 ) 78,770
Totals $ 635,186 $ — $ ( 127,592 ) $ 507,594
During the three months ended September 30, 2025, debt securities with a fair value of $ 245.7 million assumed in the acquisition of Heartland were sold. No gain or loss was recognized on the sale. During the three and nine months ended September 30, 2025, there were $ 19.8 million in other sales of securities, with gross losses of $ 1.0 million. During the three and nine months ended September 30, 2024, debt securities with a fair value of $ 17.6 million and $ 104.4 million, respectively, were sold, with gross losses of $ 0.3 million and $ 4.0 million, respectively. Included in “Securities (losses) gains, net” are increases of $ 0.1 million and $ 0.4 million, respectively, for the three and nine months ended September 30, 2025, and increases of $ 0.5 million and $ 0.3 million, respectively, for the three and nine months ended September 30, 2024 in the value of investments in mutual funds that invest in CRA-qualified debt securities.
At September 30, 2025, debt securities with a fair value of $ 1.4 billion were pledged primarily as collateral for public deposits and secured borrowings.
The amortized cost and fair value of securities HTM and AFS as of September 30, 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.
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Held-to-Maturity Available-for-Sale
(In thousands) Amortized
Cost Fair
Value Amortized
Cost Fair
Value
Due in less than one year $ — $ — $ 14,004 $ 14,010
Due after one year through five years — — 11,272 11,262
Due after five years through ten years — — 8,321 8,598
Due after ten years — — 16,243 14,743
— — 49,840 48,613
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 511,031 417,312 2,654,711 2,542,458
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 87,573 81,072 299,739 297,746
Private mortgage-backed securities and collateralized mortgage obligations — — 103,825 98,591
CLOs — — 216,818 217,207
Other debt securities — — 7,389 7,465
Totals $ 598,604 $ 498,384 $ 3,332,322 $ 3,212,080
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 allowance for credit losses has been recorded.
September 30, 2025
Less Than 12 Months 12 Months or Longer Total 1
(In thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
U.S. Treasury securities and obligations of U.S. government agencies $ 313 $ ( 2 ) $ 14,493 $ ( 430 ) $ 14,806 $ ( 432 )
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 175,515 ( 2,115 ) 786,425 ( 139,082 ) 961,940 ( 141,197 )
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 274 — 95,067 ( 6,471 ) 95,341 ( 6,471 )
Private mortgage-backed securities and collateralized mortgage obligations — — 81,657 ( 5,582 ) 81,657 ( 5,582 )
CLOs 45,106 ( 132 ) 44,532 ( 177 ) 89,638 ( 309 )
Obligations of state and political subdivisions — — 5,663 ( 1,142 ) 5,663 ( 1,142 )
Totals $ 221,208 $ ( 2,249 ) $ 1,027,837 $ ( 152,884 ) $ 1,249,045 $ ( 155,133 )
1 Comprised of 337 individual securities.
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December 31, 2024
Less Than 12 Months 12 Months or Longer Total 1
(In thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
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 entities 648,967 ( 7,578 ) 739,363 ( 182,958 ) 1,388,330 ( 190,536 )
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 13,200 ( 222 ) 107,041 ( 10,061 ) 120,241 ( 10,283 )
Private mortgage-backed securities and collateralized mortgage obligations 7,178 ( 16 ) 101,242 ( 8,366 ) 108,420 ( 8,382 )
CLOs 43,410 ( 152 ) 7,596 ( 14 ) 51,006 ( 166 )
Obligations of state and political subdivisions 319 ( 15 ) 5,371 ( 1,434 ) 5,690 ( 1,449 )
Totals $ 717,899 $ ( 7,996 ) $ 978,673 $ ( 203,342 ) $ 1,696,572 $ ( 211,338 )
1 Comprised of 377 individual securities.
At September 30, 2025, the Company had unrealized losses of $ 0.4 million on U.S. Treasury securities and obligations of U.S. government agencies having a fair value of $ 14.8 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 September 30, 2025, no allowance for credit losses has been recorded.
At September 30, 2025, the Company had unrealized losses of $ 147.7 million on commercial and residential mortgage-backed securities and collateralized mortgage obligations issued by government-sponsored entities having a fair value of $ 1.1 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 September 30, 2025, no allowance for credit losses has been recorded.
At September 30, 2025, the Company had $ 5.6 million of unrealized losses on private label residential mortgage-backed securities and collateralized mortgage obligations having a fair value of $ 81.7 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 September 30, 2025, no allowance for credit losses has been recorded.
At September 30, 2025, the Company had $ 0.3 million of unrealized losses in floating rate CLOs having a fair value of $ 89.6 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 September 30, 2025, all positions held by the Company are in AAA and AA tranches, with weighted-average credit support of 37 % and 26 %, 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 September 30, 2025, no allowance for credit losses has been recorded.
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At September 30, 2025, the Company had $ 1.1 million of unrealized losses on municipal securities having a fair value of $ 5.7 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 September 30, 2025, no allowance for credit losses 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 September 30, 2025, no allowance for credit losses has been recorded. The Company has the intent and ability to hold these securities until maturity.
Included in Other Assets at September 30, 2025 and December 31, 2024 is $ 101.9 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 $ 11.9 million and $ 1.0 million, respectively, at September 30, 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 September 30, 2025 and December 31, 2024, respectively.
Note 4 – Loans
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.
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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:
September 30, 2025
(In thousands) Portfolio Loans Acquired Non-PCD Loans PCD Loans Total
Construction and land development $ 568,687 $ 47,229 $ 559 $ 616,475
CRE - owner occupied 1,421,755 446,548 30,401 1,898,704
CRE - non-owner occupied 2,676,504 1,011,812 78,225 3,766,541
Residential real estate 1,984,910 697,079 12,805 2,694,794
Commercial and financial 1,622,971 172,431 12,530 1,807,932
Consumer 140,785 38,642 300 179,727
Totals $ 8,415,612 $ 2,413,741 $ 134,820 $ 10,964,173
December 31, 2024
(In thousands) Portfolio Loans Acquired Non-PCD Loans PCD Loans Total
Construction and land development $ 568,148 $ 79,370 $ 535 $ 648,053
CRE - owner occupied 1,177,538 477,459 31,632 1,686,629
CRE - non-owner occupied
2,243,056 1,156,849 103,903 3,503,808
Residential real estate 1,882,955 719,589 14,241 2,616,785
Commercial and financial 1,424,689 199,146 27,519 1,651,354
Consumer 155,786 37,282 253 193,321
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 at September 30, 2025 and $ 43.9 million at December 31, 2024. At September 30, 2025, the remaining fair value adjustments on acquired loans were $ 102.2 million, or 3.9 % 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 $ 40.2 million and $ 38.1 million at September 30, 2025 and December 31, 2024, respectively.
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The following tables present the status of net loan balances as of September 30, 2025 and December 31, 2024.
September 30, 2025
(In thousands) Current Accruing
30-59 Days
Past Due Accruing
60-89 Days
Past Due Accruing
Greater
Than
90 Days Nonaccrual Total
Portfolio Loans
Construction and land development $ 567,058 $ — $ — $ — $ 1,629 $ 568,687
CRE - owner occupied
1,402,710 4,496 — — 14,549 1,421,755
CRE - non-owner occupied
2,676,504 — — — — 2,676,504
Residential real estate 1,974,897 3,255 395 — 6,363 1,984,910
Commercial and financial 1,607,879 6,747 460 894 6,991 1,622,971
Consumer 139,742 653 41 — 349 140,785
Total Portfolio Loans $ 8,368,790 $ 15,151 $ 896 $ 894 $ 29,881 $ 8,415,612
Acquired Non-PCD Loans
Construction and land development $ 46,148 $ — $ 32 $ — $ 1,049 $ 47,229
CRE - owner occupied
443,002 167 349 71 2,959 446,548
CRE - non-owner occupied
1,006,591 853 — — 4,368 1,011,812
Residential real estate 690,088 1,539 125 — 5,327 697,079
Commercial and financial 170,054 — — — 2,377 172,431
Consumer 36,114 9 3 — 2,516 38,642
Total Acquired Non-PCD Loans $ 2,391,997 $ 2,568 $ 509 $ 71 $ 18,596 $ 2,413,741
PCD Loans
Construction and land development $ 82 $ — $ — $ — $ 477 $ 559
CRE - owner occupied
28,669 — — — 1,732 30,401
CRE - non-owner occupied
69,951 — — — 8,274 78,225
Residential real estate 11,773 47 165 — 820 12,805
Commercial and financial 11,748 — — — 782 12,530
Consumer 300 — — — — 300
Total PCD Loans $ 122,523 $ 47 $ 165 $ — $ 12,085 $ 134,820
Total Loans $ 10,883,310 $ 17,766 $ 1,570 $ 965 $ 60,562 $ 10,964,173
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December 31, 2024
(In thousands) Current Accruing
30-59 Days
Past Due Accruing
60-89 Days
Past Due Accruing
Greater
Than
90 Days Nonaccrual Total
Portfolio Loans
Construction and land development $ 567,896 $ 127 $ — $ — $ 125 $ 568,148
CRE - owner occupied
1,172,287 3,083 — — 2,168 1,177,538
CRE - non-owner occupied
2,225,216 833 — — 17,007 2,243,056
Residential real estate 1,866,295 5,466 450 — 10,744 1,882,955
Commercial and financial 1,411,623 1,075 106 — 11,885 1,424,689
Consumer 152,129 331 5 — 3,321 155,786
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 occupied
473,118 2,414 — — 1,927 477,459
CRE - non-owner occupied
1,151,541 148 — — 5,160 1,156,849
Residential real estate 706,566 1,064 131 — 11,828 719,589
Commercial and financial 195,853 — — 35 3,258 199,146
Consumer 32,375 11 1 — 4,895 37,282
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 occupied
26,987 — — — 4,645 31,632
CRE - non-owner occupied
96,188 — — — 7,715 103,903
Residential real estate 12,752 — — 167 1,322 14,241
Commercial and financial 22,153 — — — 5,366 27,519
Consumer 200 — — — 53 253
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 $ 0.1 million on nonaccrual loans during each of the three months ended September 30, 2025 and September 30, 2024. The Company recognized $ 2.3 million and $ 1.1 million in interest income on nonaccrual loans during the nine months ended September 30, 2025 and September 30, 2024, respectively.
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The following tables present net balances of loans on nonaccrual status as of:
September 30, 2025
(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans
Construction and land development $ 1,319 $ 1,836 $ 3,155
CRE - owner occupied
13,837 5,403 19,240
CRE - non-owner occupied
11,504 1,138 12,642
Residential real estate 863 11,647 12,510
Commercial and financial 2,060 8,090 10,150
Consumer — 2,865 2,865
Totals $ 29,583 $ 30,979 $ 60,562
December 31, 2024
(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans
Construction and land development $ 492 $ 660 $ 1,152
CRE - owner occupied
2,622 6,118 8,740
CRE - non-owner occupied
29,449 433 29,882
Residential real estate 6,462 17,432 23,894
Commercial and financial 2,703 17,806 20,509
Consumer 2,416 5,853 8,269
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 year-to-date 1 gross charge offs by year of origination as of:
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September 30, 2025
(In thousands) 2025 2024 2023 2022 2021 Prior Revolving Revolving Converted to Term Total
Construction and land development
Risk Ratings:
Pass $ 63,829 $ 223,942 $ 113,795 $ 36,995 $ 40,593 $ 30,217 $ 96,647 $ — $ 606,018
Special Mention — — — — — 1,640 — — 1,640
Substandard — — 6,431 139 82 979 1,186 — 8,817
Doubtful — — — — — — — — —
Total $ 63,829 $ 223,942 $ 120,226 $ 37,134 $ 40,675 $ 32,836 $ 97,833 $ — $ 616,475
Gross Charge Offs $ — $ — $ 115 $ — $ 24 $ — $ — $ — $ 139
CRE - owner occupied
Risk Ratings:
Pass $ 285,504 $ 170,758 $ 154,760 $ 238,736 $ 237,314 $ 692,992 $ 25,441 $ — $ 1,805,505
Special Mention — 4,359 1,950 981 6,066 25,067 — — 38,423
Substandard — 390 11,810 19,983 368 21,933 292 — 54,776
Doubtful — — — — — — — — —
Total $ 285,504 $ 175,507 $ 168,520 $ 259,700 $ 243,748 $ 739,992 $ 25,733 $ — $ 1,898,704
Gross Charge Offs $ — $ — $ — $ 156 $ — $ 41 $ — $ — $ 197
CRE - non-owner occupied
Risk Ratings:
Pass $ 436,253 $ 475,603 $ 237,376 $ 852,842 $ 533,599 $ 1,093,820 $ 25,439 $ — $ 3,654,932
Special Mention — 23 2,685 9,639 9,679 28,312 — — 50,338
Substandard — — — 26,893 9,130 25,248 — — 61,271
Doubtful — — — — — — — — —
Total $ 436,253 $ 475,626 $ 240,061 $ 889,374 $ 552,408 $ 1,147,380 $ 25,439 $ — $ 3,766,541
Gross Charge Offs $ — $ — $ — $ — $ — $ 320 $ — $ — $ 320
Residential real estate
Risk Ratings:
Pass $ 109,079 $ 160,199 $ 161,070 $ 455,764 $ 589,322 $ 536,212 $ 562,638 $ 96,742 $ 2,671,026
Special Mention — — — — — 745 3,057 60 3,862
Substandard — 150 113 1,607 5,104 6,760 4,916 1,256 19,906
Doubtful — — — — — — — — —
Total $ 109,079 $ 160,349 $ 161,183 $ 457,371 $ 594,426 $ 543,717 $ 570,611 $ 98,058 $ 2,694,794
Gross Charge Offs $ — $ — $ — $ 144 $ 206 $ 31 $ 19 $ — $ 400
Commercial and financial
Risk Ratings:
Pass $ 359,975 $ 324,504 $ 144,819 $ 212,084 $ 192,896 $ 138,289 $ 403,396 $ — $ 1,775,963
Special Mention — 891 429 707 2,450 4,195 1,228 — 9,900
Substandard — — 594 4,971 3,730 6,579 5,599 — 21,473
Doubtful — — — — 596 — — — 596
Total $ 359,975 $ 325,395 $ 145,842 $ 217,762 $ 199,672 $ 149,063 $ 410,223 $ — $ 1,807,932
Gross Charge Offs $ — $ — $ 85 $ 2,022 $ 1,231 $ 8,563 $ 2,262 $ — $ 14,163
Consumer
Risk Ratings:
Pass $ 12,087 $ 14,011 $ 9,649 $ 21,437 $ 16,061 $ 36,400 $ 67,065 $ — $ 176,710
Special Mention 3 36 — 2,512 — — 46 — 2,597
Substandard — 2 19 45 — 313 41 — 420
Doubtful — — — — — — — — —
Total $ 12,090 $ 14,049 $ 9,668 $ 23,994 $ 16,061 $ 36,713 $ 67,152 $ — $ 179,727
Gross Charge Offs $ 584 $ 145 $ 8 $ 1,249 $ 108 $ 43 $ 159 $ — $ 2,296
Consolidated
Total $ 1,266,730 $ 1,374,868 $ 845,500 $ 1,885,335 $ 1,646,990 $ 2,649,701 $ 1,196,991 $ 98,058 $ 10,964,173
Gross Charge Offs 1
$ 584 $ 145 $ 208 $ 3,571 $ 1,569 $ 8,998 $ 2,440 $ — $ 17,515
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December 31, 2024
(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Revolving Converted to Term Total
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 — — 183 90 — 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 — — 4,975 2,344 2,418 7,965 1 — 17,703
Substandard 89 1,061 2,821 377 5,870 14,106 349 — 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
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 Mention 27 — 4,773 1,269 5,265 25,245 — — 36,579
Substandard — — 10,462 10,684 16,437 20,610 — — 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 — — — — — 164 3,434 22 3,620
Substandard 149 — 4,706 1,212 83 6,767 9,440 2,221 24,578
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 — 382 755 2,839 232 1,904 2,163 — 8,275
Substandard — 115 8,547 9,810 6,147 10,604 5,376 — 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 — 5 1 — — — 54 — 60
Substandard 75 25 4,953 40 2,435 737 1 — 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 1
$ 789 $ 457 $ 8,412 $ 15,497 $ 384 $ 4,953 $ 1,373 $ — $ 31,865
1 Represents gross charge-offs for the nine months ended September 30, 2025 and year ended December 31, 2024.
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Troubled Borrower Modifications
The following tables present the amortized cost of TBM loans that were modified during the nine months ended September 30, 2025 and September 30, 2024.
September 30, 2025
(In thousands) Rate Reduction or Rate Reduction with Term Extension
Term Extension and/or Payment Delay Total 1
% of Total Class of Loans
Construction and land development $ — $ — $ — — %
CRE - owner occupied
69 132 201 0.01
CRE - non-owner occupied
— — — —
Residential real estate — 300 300 0.01
Commercial and financial 67 2,388 2,455 0.14
Consumer — 4 4 —
Totals $ 136 $ 2,824 $ 2,960 0.03 %
1 At September 30, 2025, there were no unfunded lending related commitments associated with TBMs.
September 30, 2024
(In thousands) Rate Reduction or Rate Reduction with Term Extension
Term Extension and/or Payment Delay Total 1
% of Total Class of Loans
Construction and land development $ — $ 86 $ 86 0.01 %
CRE - owner occupied 514 2,685 3,199 0.19
CRE - non-owner occupied 3,142 177 3,319 0.09
Residential real estate — 126 126 0.01
Commercial and financial 3,524 813 4,337 0.28
Consumer 84 1,034 1,118 0.51
Totals $ 7,264 $ 4,921 $ 12,185 0.12 %
1 At September 30, 2024, there were no unfunded lending related commitments associated with TBMs.
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The following tables present the payment status of TBM loans that were modified in the twelve months prior to September 30, 2025 and in the twelve months prior to September 30, 2024.
September 30, 2025
(In thousands) Current Accruing
30-59 Days Past Due Accruing
60-89 Days Past Due Accruing
Greater
Than 90 Days Nonaccrual Total
Construction and land development $ — $ — $ — $ — $ — $ —
CRE - owner occupied
69 — — — 132 201
CRE - non-owner occupied
— — — — — —
Residential real estate 57 — — — 472 529
Commercial and financial 2,290 — — — 165 2,455
Consumer — — — — 4 4
Totals $ 2,416 $ — $ — $ — $ 773 $ 3,189
September 30, 2024
(In thousands) Current Accruing
30-59 Days Past Due Accruing
60-89 Days Past Due Accruing
Greater
Than 90 Days Nonaccrual Total
Construction and land development $ — $ — $ — $ — $ 86 $ 86
CRE - owner occupied
95 — — — 3,199 3,293
CRE - non owner occupied
— — — — 3,319 3,319
Residential real estate 123 — — — 96 219
Commercial and financial 3,162 — — — 1,321 4,483
Consumer 341 429 288 191 233 1,483
Totals $ 3,721 $ 429 $ 288 $ 191 $ 8,254 $ 12,883
TBM loans modified in the prior twelve months with a payment default during the nine months ended September 30, 2025 and September 30, 2024 were immaterial.
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Note 5 – Allowance for Credit Losses
Activity in the allowance for credit losses is summarized as follows:
Three Months Ended September 30, 2025
(In thousands) Beginning
Balance Allowance on
PCD Loans
Acquired
During the Period Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 6,556 $ — $ 945 $ ( 139 ) $ 4 $ 7,366
CRE - owner occupied
12,942 22 1,388 ( 197 ) 5 14,160
CRE - non-owner occupied
46,627 1 2,828 — 348 49,804
Residential real estate 41,687 60 686 ( 174 ) 59 42,318
Commercial and financial 27,109 18 2,411 ( 4,431 ) 1,454 26,561
Consumer 7,263 5 113 ( 371 ) 234 7,244
Totals $ 142,184 $ 106 $ 8,371 $ ( 5,312 ) $ 2,104 $ 147,453
Three Months Ended September 30, 2024
(In thousands) Beginning
Balance Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 5,493 $ 1,562 $ — $ 3 $ 7,058
CRE - owner occupied
11,582 338 ( 2 ) — 11,918
CRE - non-owner occupied
45,434 826 ( 602 ) 18 45,676
Residential real estate 39,209 ( 159 ) ( 6 ) 104 39,148
Commercial and financial 28,429 3,003 ( 6,180 ) 726 25,978
Consumer 11,494 703 ( 1,794 ) 288 10,691
Totals $ 141,641 $ 6,273 $ ( 8,584 ) $ 1,139 $ 140,469
Nine Months Ended September 30, 2025
(In thousands) Beginning
Balance Allowance on PCD Loans Acquired During the Period Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 7,252 $ — $ 241 $ ( 139 ) $ 12 $ 7,366
CRE - owner occupied
11,825 22 2,503 ( 197 ) 7 14,160
CRE - non-owner occupied
43,866 1 4,761 ( 320 ) 1,496 49,804
Residential real estate 39,168 60 3,390 ( 400 ) 100 42,318
Commercial and financial 27,533 18 10,748 ( 14,163 ) 2,425 26,561
Consumer 8,411 5 357 ( 2,296 ) 767 7,244
Totals $ 138,055 $ 106 $ 22,000 $ ( 17,515 ) $ 4,807 $ 147,453
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Nine Months Ended September 30, 2024
(In thousands) Beginning Balance Provision for Credit Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 8,637 $ ( 1,593 ) $ ( 1 ) $ 15 $ 7,058
CRE - owner occupied
5,529 6,688 ( 304 ) 5 11,918
CRE - non-owner occupied
48,288 ( 2,049 ) ( 705 ) 142 45,676
Residential real estate 39,016 ( 152 ) ( 128 ) 412 39,148
Commercial and financial 34,343 6,208 ( 16,786 ) 2,213 25,978
Consumer 13,118 3,457 ( 6,713 ) 829 10,691
Totals $ 148,931 $ 12,559 $ ( 24,637 ) $ 3,616 $ 140,469
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 September 30, 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 allowance for credit losses for the three months ended September 30, 2025.
The allowance increased $ 5.3 million, or 3.7 %, during the third quarter of 2025 to $ 147.5 million, or 1.34 % of loans held for investment as of September 30, 2025.
In the Construction and land development segment, the increase in allowance is primarily due to a slight deterioration of economic forecasts. In this segment, the primary source of repayment is typically from proceeds of the sale or permanent financing of the underlying property; therefore, industry and collateral type and estimated collateral values are among the relevant factors in assessing expected losses.
In the CRE - owner-occupied segment, the allowance increase is due to an increase in 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 loans. 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 reflective of an increase in outstanding loan balances. 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 decrease in allowance was primarily driven by a decrease in the reserves for individually evaluated loans due to payoff or charge-off of these loans, which was partly offset by an increase in the allowance due to an increase in outstanding 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.
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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 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 September 30, 2025. For the nine months ended September 30, 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 three and nine months ended September 30, 2024, the Company recognized through other comprehensive income, net losses of $ 2.8 million and $ 2.0 million, respectively, and reclassified net gains of $ 0.3 million in each period 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 three and nine months ended September 30, 2025, the Company recognized losses through interest income of $ 0.5 million and $ 0.4 million, respectively. For the three and nine months ended September 30, 2024, the Company recognized gains through interest income of $ 0.9 million and $ 1.8 million, respectively.
(In thousands) Notional Amount Fair Value Balance Sheet Category
September 30, 2025
Interest rate contracts 1
$ 1,082,037 $ 26,456 Other Assets and Other Liabilities
Residential mortgage fair value hedges 150,000 156 Other Assets
Residential mortgage fair value hedges 250,000 245 Other Liabilities
December 31, 2024
Interest rate contracts 1
$ 910,640 $ 28,184 Other Assets and Other Liabilities
Securities fair value hedges 400,000 436 Other Assets
Residential mortgage fair value hedges 400,000 121 Other Assets and Other Liabilities
1 Interest rate contracts include risk participation agreements with notional amounts of $ 49.4 million and $ 28.9 million at September 30, 2025, and December 31, 2024, respectively with nominal fair value in both periods.
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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 Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged items
(In thousands) September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Securities AFS 1
$ — $ 460,126 $ — $ 35
Loans, net 2
1,073,104 596,632 173 283
1 At 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.
2 These 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 September 30, 2025, the portfolio layer method was $ 400 million, of which $ 400 million was designated as hedged. At December 31, 2024, the portfolio layer method was $ 400 million, of which $ 400 million was designated as hedged.
Note 7 – Securities Sold Under Agreements to Repurchase
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:
(In thousands) September 30, 2025 December 31, 2024
Fair value of pledged securities - overnight and continuous:
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 263,108 $ 237,074
Note 8 – Regulatory Capital
The Company is well-capitalized and at September 30, 2025, the Company and the Company’s principal banking subsidiary, Seacoast Bank, exceeded the CET1 capital ratio regulatory threshold of 6.5 % for well-capitalized institutions under the Basel III standardized transition approach, as well as risk-based and leverage ratio requirements for well-capitalized banks under the regulatory framework for prompt corrective action.
Note 9 – Contingent Liabilities
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.
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Note 10 – Fair Value
Under ASC Topic 820, fair value measurements for items measured at fair value on a recurring and nonrecurring basis at September 30, 2025 and December 31, 2024 included:
(In thousands) Fair Value
Measurements Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
At September 30, 2025
Financial Assets
Debt securities AFS 1
$ 3,212,080 $ 199 $ 3,211,881 $ —
Derivative financial instruments 2
26,612 — 26,612 —
Loans held for sale 2
10,841 — 10,841 —
Loans 3
896 — — 896
OREO 3
5,085 — — 5,085
Equity securities 4
13,874 13,874 — —
Financial Liabilities
Derivative financial instruments 2
$ 26,701 $ — $ 26,701 $ —
At December 31, 2024
Financial Assets
Debt securities AFS 1
$ 2,226,543 $ 196 $ 2,226,347 $ —
Derivative financial instruments 2
28,741 — 28,741 —
Loans held for sale 2
17,277 — 17,277 —
Loans 3
1,839 — — 1,839
OREO 3
6,421 — — 6,421
Equity securities 4
13,521 13,521 — —
Financial Liabilities
Derivative financial instruments 2
$ 28,305 $ — $ 28,305 $ —
1 See “Note 3 – Securities” for further detail of fair value of individual investment categories.
2 Recurring fair value basis determined using observable market data.
3 Fair value is measured on a nonrecurring basis.
4 Investment 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.
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. Collateral-dependent loans measured at fair value totaled $ 1.0 million with a specific reserve of $ 0.1 million at September 30, 2025, compared to $ 3.0 million with a specific reserve of $ 1.2 million at December 31, 2024.
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 nine months ended September 30, 2025, there were no such transfers.
For additional information on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities that are measured at fair value on a recurring basis, see “Note 16 - Fair Value” of the Annual Report on Form 10-K for the year ended December 31, 2024.
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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 September 30, 2025 and December 31, 2024 is as follows:
(In thousands) Carrying Amount Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
September 30, 2025
Financial Assets
HTM debt securities 1
$ 598,604 $ — $ 498,384 $ —
Time deposits with other banks 30,852 — 30,893 —
Loans, net 10,815,824 — — 10,648,107
Financial Liabilities
Deposits 13,090,319 — — 13,090,137
FHLB borrowings 690,000 — 688,206 —
Long-term debt 107,464 — 100,606 —
December 31, 2024
HTM debt securities 1
$ 635,186 $ — $ 507,594 $ —
Time deposits with other banks 3,215 — 3,194 —
Loans, net 10,160,056 — — 10,019,964
Financial Liabilities
Deposits 12,242,427 — — 12,242,205
FHLB borrowings 245,000 — 243,795 —
Long-term debt 106,966 — 95,563 —
1 See “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 September 30, 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.
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Investments at NAV : The Company has equity investments in SBICs accounted for under the fair value practical expedient of NAV totaling $ 24.2 million at September 30, 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 $ 5.4 million at September 30, 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 11 – Business Combinations
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 stock 378
Per share exchange ratio for Heartland shares receiving stock 4.9263
Number of shares of SBCF common stock issued 1,862
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 cash 378
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 holders 1,054
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, core deposit intangibles, 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.
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The table below presents the provisional allocation of the purchase consideration.
(In thousands) July 11, 2025
Assets:
Cash and cash equivalents $ 242,672
Investment securities 357,905
Loans 153,294
Bank premises and equipment 7,926
Core deposit intangibles 20,922
Goodwill 22,228
Other Assets 18,590
Total Assets $ 823,537
Liabilities:
Deposits $ 705,195
Other Liabilities 7,118
Total Liabilities $ 712,313
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
July 11, 2025
(In thousands) Book Balance Fair Value
Loans:
Construction and land development
$ 7,575 $ 7,496
CRE - owner occupied
31,504 30,790
CRE - non-owner occupied
40,239 38,992
Residential real estate 52,960 51,434
Commercial and financial 21,104 21,029
Consumer 3,614 3,553
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 allowance for credit losses, 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 core deposit intangible asset acquired from Heartland is being amortized over 10 years using an accelerated method of amortization.
Fourth Quarter of 2025 Acquisition of Villages Bancorporation, Inc.
On October 1, 2025, the Company completed its acquisition of VBI, adding approximately $ 1.3 billion in loans and $ 3.4 billion in deposits, along with 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
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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 stock 550
Per share exchange ratio for VBI shares receiving stock 38.5000
Number of shares of SBCF common stock issued 9,923
Number of shares of SBCF preferred stock issued 1
11
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 cash 183
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
1 Preferred stock is 1/1000th 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’s assessment of the fair value of assets acquired and the liabilities assumed as of the acquisition date is incomplete at the time of this filing; therefore, certain disclosures have been omitted. The Company expects to recognize goodwill in this transaction, which is expected to be nondeductible for tax purposes.
Acquisition Costs
Acquisition costs included within Merger-related charges in the Company's income statement for the three and nine months ended September 30, 2025 were $ 10.8 million and $ 14.3 million, respectively.
Note 12 – Business Segment
The Company's one 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 chief operating decision maker (“CODM”) is the CEO. The financial results of the segment are presented using the same policies described in “Note 1 - Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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 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 13 – Subsequent Event
On October 30, 2025, the Company redeemed $ 12.5 million in senior debt that was scheduled to mature in 2030, upon its conversion to a floating rate of 3-month SOFR plus 533 basis points. The debt had been acquired through the acquisition of Apollo in 2022 and the unamortized premium of $ 0.2 million will be recorded within Interest Expense in the fourth quarter of 2025.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.