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Item 1. Business

2026-02-27 compared with 2025-02-25 · 65 added, 66 removed, 266 unchanged (33% of the section changed)

Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) is a financial holding company, incorporated in Florida in 1983, and registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).

Its principal subsidiary is Seacoast National Bank, a wholly-owned national banking association (“Seacoast Bank”), which commenced its operations in 1933.

As of December 31, 2024, Seacoast had total consolidated assets of $15.2 billion, total deposits of $12.2 billion, total consolidated liabilities, including deposits, of $13.0 billion and consolidated shareholders’ equity of $2.2 billion.

Its principal subsidiary is Seacoast National Bank, a wholly-owned national banking association (“Seacoast Bank”) chartered in 1926.

As of December 31, 2025, Seacoast had total consolidated assets of $20.8 billion, total deposits of $16.3 billion, total consolidated liabilities, including deposits, of $17.8 billion, consolidated convertible preferred stock of $0.3 billion, and consolidated shareholders’ equity of $2.7 billion.

Seacoast Bank is one of the largest banks headquartered in Florida, with an expanding presence in the state's fastest growing markets, each of which has unique characteristics and opportunities.

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Seacoast Bank provides brokerage and annuity services through an affiliation with a third party broker/dealer, LPL Financial.

Seacoast Insurance Services, Inc.

and Nature Coast Insurance, Inc., each a wholly-owned subsidiary of Seacoast, facilitate access for the Company to provide customers with a range of insurance products.

Nature Coast Insurance, Inc., a wholly-owned subsidiary of Seacoast, facilitates access for the Company to provide customers with a range of insurance products.

The Company also operates seven trusts, formed for the purpose of issuing trust preferred securities, as described in "Note 9 - Borrowings” in Item 8 of this Form 10-K.

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Market and Competition

Seacoast has continued expanding the franchise and strengthening its competitive position throughout Florida and beyond with acquisitions and new market launches, including its first location outside Florida, in Woodstock, Georgia.

In October of 2025, the Company completed its acquisition of VBI, expanding the Company’s presence in North Central Florida and into The Villages® community.

In July 2025, the Company completed its acquisition of Heartland, adding four branches in Central Florida.

Seacoast operates in a highly competitive environment, and Seacoast Bank's competition includes not only other banks, but also various other non-bank financial institutions, including savings and loan associations, credit unions, mortgage companies, personal and commercial financial companies, peer-to-peer lending businesses, financial technology companies, investment brokerage and financial advisory firms and mutual fund companies.

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Seacoast offers comprehensive training and development programs to provide professional growth opportunities and career paths for our associates, and offers tuition reimbursement to promote continued professional education.

The Seacoast Manager Excellence Program supports associates as they progress from individual contributor to manager, focusing on creating purpose, driving results, developing talent, and leading change.

For example, the Seacoast Manager Excellence Program, which was recognized by American Banker, supports associates as they progress from individual contributor to manager, focusing on creating purpose, driving results, developing talent, and leading change.

To ensure that we are meeting associates’ expectations, we conduct an Employee Engagement Survey each year.

The results of the survey and the process of continuous improvement are discussed with the Board at least annually.

In 2024, 95% of associates participated in the annual engagement survey, with an overall associate engagement score of 84%, which is 13 percentage points higher than similarly-sized companies, nine percentage points higher than the Banking industry and eight percentage points higher than the Finance industry benchmarks.

In 2025, 95% of associates participated in the annual engagement survey, with an overall associate engagement score of 85%, which is 16 percentage points higher than similarly-sized companies, 12 percentage points higher than the Banking industry and 10 percentage points higher than the Finance industry benchmarks.

Associate Health and Well-Being

We strive to offer competitive compensation and employee benefits including, among others, paid vacation time, medical, dental and vision insurance benefits, a 401(k) plan with company match, and an employee stock purchase plan.

Seacoast also provides associates with access to a variety of resources to address personal and financial health and wellness.

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Changes in applicable laws, regulations or regulatory guidance, or their interpretation by regulatory agencies or courts may have a material adverse effect on the Company's and Seacoast Bank’s business, operations, and earnings.

Supervision and regulation of banks, their holding companies and affiliates is intended primarily for the protection of depositors and customers, the Deposit Insurance Fund of the FDIC, and the U.S.

Supervision and regulation of banks, their holding companies and affiliates is intended primarily for the protection of depositors and customers, the DIF of the FDIC, and the U.S.

banking and financial system rather than protection for the holders of the Company's capital stock.

Regulation of the Company:

The Company is registered as a bank holding company with the Federal Reserve Bank under the BHC Act and has elected to be a financial holding company.

The Company is registered as a BHC with the Federal Reserve Bank under the BHC Act and has elected to be a financial holding company.

As such, the Company is subject to comprehensive supervision and regulation by the Federal Reserve and to its regulatory reporting requirements.

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Violations of laws and regulations, or other unsafe and unsound practices, may lead to regulatory agencies imposing fines or penalties, cease and desist orders, or taking other enforcement actions.

Under certain circumstances, these agencies may enforce these remedies directly against officers, directors, employees and other parties participating in the affairs of a bank or bank holding company.

Under certain circumstances, these agencies may enforce these remedies directly against officers, directors, employees and other parties participating in the affairs of a bank or BHC.

If we become subject to and are unable to comply with the terms of any future regulatory actions or directives, supervisory agreements, or orders, then we could become subject to additional, heightened supervisory actions and orders, possibly including consent orders, prompt corrective action restrictions and/or other regulatory actions, including prohibitions on the payment of dividends on our common and preferred stock.

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Activity Limitations:

As a financial holding company, Seacoast is permitted to engage directly or indirectly in a broader range of activities than those permitted for a bank holding company.

Bank holding companies are generally restricted to engaging in the business of banking, managing or controlling banks and certain other activities determined by the Federal Reserve to be closely related to banking.

As a financial holding company, Seacoast is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC.

BHCs are generally restricted to engaging in the business of banking, managing or controlling banks and certain other activities determined by the Federal Reserve to be closely related to banking.

Financial holding companies may also engage in activities that are considered to be financial in nature, as well as those incidental or, if so determined by the FRB, complementary to financial activities.

The Company and Seacoast Bank must each remain “well-capitalized” and “well-managed” and Seacoast Bank must receive a Community Reinvestment Act rating of at least “Satisfactory” at its most recent examination in order for the Company to maintain its status as a financial holding company.

The Company and Seacoast Bank must each remain “well-capitalized” and “well-managed” and Seacoast Bank must receive a CRA rating of at least “Satisfactory” at its most recent examination in order for the Company to maintain its status as a financial holding company.

In addition, the FRB has the power to order a financial holding company or its subsidiaries to terminate any non-banking activity or terminate its ownership or control of any non-bank subsidiary, when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that financial holding company.

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Source of Strength Obligations:

As a bank holding company, we are required to act as a source of financial and managerial strength to Seacoast Bank and to maintain resources adequate to support it.

As a BHC, we are required to act as a source of financial and managerial strength to Seacoast Bank and to maintain resources adequate to support it.

The term “source of financial strength” means the ability to provide financial assistance in the event of financial distress.

As regulator of Seacoast Bank, the OCC may require reports from the Company to assess its ability to serve as a source of strength and the FRB may enforce compliance with the source of strength requirements and require the Company to provide financial assistance to Seacoast Bank in the event of financial distress.

As regulator of Seacoast Bank, the OCC may require reports from the

Company to assess its ability to serve as a source of strength and the FRB may enforce compliance with the source of strength requirements and require the Company to provide financial assistance to Seacoast Bank in the event of financial distress.

Acquisitions:

The BHC Act permits acquisitions of banks by bank holding companies, such that Seacoast and any other bank holding company, whether located in Florida or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentages, age of bank charter requirements, and other restrictions.

The BHC Act requires that a bank holding company obtain the prior approval of the FRB before (i) acquiring direct or indirect ownership or control of more than 5% of the voting shares of any additional bank or bank holding company, (ii) taking any action that causes an additional bank or bank holding company to become a subsidiary of the bank holding company, or (iii) merging or consolidating with any other bank holding company.

The BHC Act permits acquisitions of banks by bank holding companies, such that Seacoast and any other BHC, whether located in Florida or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentages, age of bank charter requirements, and other restrictions.

The BHC Act requires that a BHC obtain the prior approval of the FRB before (i) acquiring direct or indirect ownership or control of more than 5% of the voting shares of any additional bank or BHC, (ii) taking any action that causes an additional bank or BHC to become a subsidiary of the BHC, or (iii) merging or consolidating with any other BHC.

The FRB may not approve any such transaction that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any section of the United States, or the effect of which may be substantially to lessen competition or to tend to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade, unless the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction meeting the convenience and needs of the community to be served.

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Change in Control:

Federal law restricts the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators.

Under the Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the FRB before acquiring control of any bank holding company, such as Seacoast, and the OCC before acquiring control of any national bank, such as Seacoast Bank.

Federal law restricts the amount of voting stock of a BHC or a bank that a person may acquire without the prior approval of banking regulators.

Under the Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the FRB before acquiring control of any BHC, such as Seacoast, and the OCC before acquiring control of any national bank, such as Seacoast Bank.

Upon receipt of such notice, the bank regulatory agencies may approve or disapprove the acquisition.

The Change in Bank Control Act creates a rebuttable presumption of control if a person or group acquires the power to vote 10% or more of the Company's outstanding common stock.

The overall effect of such laws is to make it more difficult to acquire a bank holding company and a bank by tender offer or similar means than it might be to acquire control of another type of corporation.

The overall effect of such laws is to make it more difficult to acquire a BHC and a bank by tender offer or similar means than it might be to acquire control of another type of corporation.

Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies.

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Governance and Financial Reporting Obligations:

Seacoast is required to comply with various corporate governance and financial reporting requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations adopted by the Securities and Exchange Commission, the Public Company Accounting Oversight Board, and the NASDAQ Global Select Market stock exchange.

In particular, the Company is required to include management and independent registered public accounting firm reports on internal controls as part of its Annual Report on Form 10-K in order to comply with Section 404 of the Sarbanes-Oxley Act.

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Corporate Governance:

The Dodd-Frank Wall Street Reform and Consumer Protection Act addressed many investor protection, corporate governance, and executive compensation matters that affect most U.S.

The Dodd-Frank Act addressed many investor protection, corporate governance, and executive compensation matters that affect most U.S.

publicly traded companies.

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Shareholder Say-On-Pay Votes:

The Dodd-Frank Act requires public companies to provide shareholders with an advisory vote on executive compensation (known as say-on-pay votes), the frequency of a say-on-pay vote, and the golden parachutes available to executives in connection with change-in-control transactions.

available to executives in connection with change-in-control transactions.

Public companies must give shareholders the opportunity to vote on say-on-pay proposals at least every three years and the opportunity to vote on the frequency of say-on-pay votes at least every six years, indicating whether the say-on-pay vote should be held annually, biennially, or triennially.

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The required capital ratios are minimums, and the FRB and OCC may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner.

Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability to manage those risks are important factors that are to be taken into account in assessing an institution’s overall capital adequacy.

Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability to manage those risks are key factors that are to be taken into account in assessing an institution’s overall capital adequacy.

The following is a brief description of the relevant provisions of these capital rules and their potential impact on the Company's and Seacoast Bank's capital levels.

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a CET1 risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital.

CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, plus retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences.

CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, plus retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, MSR and DTAs subject to temporary timing differences.

Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, tier 1 minority interests, and grandfathered trust preferred securities.

Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt, other preferred stock and certain hybrid capital instruments, and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria.

The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the

risk-based capital rules, including, for example, “high volatility” commercial real estate, past due assets, structured securities and equity holdings.

The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, “high volatility” CRE, past due assets, structured securities and equity holdings.

The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average total consolidated assets net of goodwill, certain other intangible assets, and certain required deduction items.

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In addition, the capital rules require a capital conservation buffer of 2.5% above each of the minimum risk-based capital ratio requirements (CET1, Tier 1 and total risk-based capital), which is designed to absorb losses during periods of economic stress.

These buffer requirements must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction.

The Federal Deposit Insurance Corporation Improvement Act of 1991, among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements.

These buffer requirements must be met for a bank or BHC to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction.

FDICIA, among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements.

FDICIA establishes five regulatory capital tiers:

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The FRB has not yet revised the well-capitalized standard for bank holding companies to reflect the higher capital requirements imposed under the current capital rules.

For purposes of the FRB’s Regulation Y, including determining whether a bank holding company meets the requirements to be a financial holding company, bank holding companies, such as the Company, must maintain a Tier 1 risk-based capital ratio of 6.0% or greater and a total risk-based capital ratio of 10.0% or greater to be well-capitalized.

For purposes of the FRB’s Regulation Y, including determining whether a BHC meets the requirements to be a financial holding company, bank holding companies, such as the Company, must maintain a Tier 1 risk-based capital ratio of 6.0% or greater and a total risk-based capital ratio of 10.0% or greater to be well-capitalized.

If the FRB were to apply the same or a similar well-capitalized standard to bank holding companies as that applicable to Seacoast Bank, the Company’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.

Also, the FRB may require bank holding companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans.

Also, the FRB may require bank holding companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a BHC’s particular condition, risk profile and growth plans.

Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on the operations or financial condition of the Company or Seacoast Bank.

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The OCC and the FRB have each indicated that depository institutions and their holding companies should generally pay dividends only out of current operating earnings.

In accordance with FRB policy, the Board of Directors of a bank holding company must consider different factors to ensure that its dividend level is prudent relative to maintaining a strong financial position, and is not based on overly optimistic earnings scenarios, such as potential events that could affect its ability to pay, while still maintaining a strong financial position.

As a general matter, the FRB has indicated that the Board of Directors of a bank holding company should consult with the FRB and eliminate, defer or significantly reduce the bank holding company’s dividends if:

In accordance with FRB policy, the Board of Directors of a BHC must consider different factors to ensure that its dividend level is prudent relative to maintaining a strong financial position, and is not based on overly optimistic earnings scenarios, such as potential events that could affect its ability to pay, while still maintaining a strong financial position.

As a general matter, the FRB has indicated that the Board of Directors of a BHC should consult with the FRB and eliminate, defer or significantly reduce the BHC’s dividends if:

• its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;

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During the year ended December 31, 2025, Seacoast Bank distributed $332.2 million to the Company.

During the year ended December 31, 2023, Seacoast Bank distributed $40.7 million to the Company.

Prior approval by the OCC is required if the total of all dividends declared by a national bank in any calendar year exceeds the bank’s profits for that year combined with its retained net profits for the preceding two calendar years.

Under this restriction Seacoast Bank is eligible to distribute dividends up to $72.7 million to the Company, without prior OCC approval, as of December 31, 2025.

It is the policy of the FRB that bank holding companies should pay cash dividends on common stock only on income available during the past year, only if prospective earnings retention is consistent with the organization's expected future needs and financial condition, and only if the level of cash dividends does not undermine the bank holding company's ability to serve as a source of strength to its banking subsidiary.

It is the policy of the FRB that bank holding companies should pay cash dividends on common stock only on income available during the past year, only if prospective earnings retention is consistent with the organization's expected future needs and financial condition, and only if the level of cash dividends does not undermine the BHC's ability to serve as a source of strength to its banking subsidiary.

The Company has paid quarterly dividends since the second quarter of 2021.

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Additionally, Seacoast Bank also is subject to certain FRB and FDIC regulations.

Seacoast Bank meets the definition of a “large institution” and is subject to direct supervision by the Consumer Financial Protection Bureau for compliance with a wide range of consumer compliance laws, and for assessment of the effectiveness of the Bank's compliance management system.

Seacoast Bank meets the definition of a “large institution” and is subject to direct supervision by the CFPB for compliance with a wide range of consumer compliance laws, and for assessment of the effectiveness of the Bank's compliance management system.

In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB, and state attorneys general are permitted to enforce certain federal consumer financial protection law.

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Generally, these covered transactions with either the Company or any affiliate are limited to 10% of Seacoast Bank’s capital and surplus, and all such transactions between Seacoast Bank and the Company and all of its non-bank affiliates combined are limited to 20% of Seacoast Bank’s capital and surplus.

Loans and other extensions of credit from Seacoast Bank to the Company or any affiliate generally are required to be

secured by eligible collateral in specified amounts.

Loans and other extensions of credit from Seacoast Bank to the Company or any affiliate generally are required to be secured by eligible collateral in specified amounts.

In addition, any transaction between Seacoast Bank and the Company or any affiliate are required to be on an arm’s length basis.

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In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the DIF.

The base for the special assessment was equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion.

The base for the special assessment was equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022,

adjusted to exclude the first $5 billion.

As Seacoast Bank did not have more than $5 billion in uninsured deposits at the measurement date, it was not subject to the special assessment.

Deposit insurance may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by a bank’s federal regulatory agency.

In addition, the Federal Deposit Insurance Act provides that, in the event of the liquidation or other resolution of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC on behalf of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution, including those of the parent bank holding company.

Standards for Safety and Soundness:

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Title III of the USA PATRIOT Act requires that regulated banks such as Seacoast Bank:

(i) establish an anti-money laundering program that includes training and audit components;

(i) establish an AML program that includes training and audit components;

(ii) comply with regulations regarding the verification of the identity of any person seeking to open an account;

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Bank regulators routinely examine institutions for compliance with these obligations and have been active in imposing cease and desist and other regulatory orders and money penalty sanctions against institutions found to be violating these obligations.

On January 1, 2021, Congress passed federal legislation that made sweeping changes to federal anti-money laundering laws, subject to pending implementation by regulatory rulemaking, and on June 30, 2021 FinCEN published the first set of “national AML priorities,” as required by the Bank Secrecy Act, which include, but are not limited to, cybercrime, terrorist financing, fraud, and drug/human trafficking.

On January 1, 2021, Congress passed federal legislation that made sweeping changes to federal AML laws, subject to pending implementation by regulatory rulemaking, and on June 30, 2021 FinCEN published the first set of “national AML priorities,” as required by the Bank Secrecy Act, which include, but are not limited to, cybercrime, terrorist financing, fraud, and drug/human trafficking.

FinCEN is required to implement regulations to specify how covered financial institutions, such as the Company, should incorporate these national priorities into their AML programs.

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Economic Sanctions:

The Office of Foreign Assets Control is responsible for helping to ensure that U.S.

The OFAC is responsible for helping to ensure that U.S.

entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress.

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Higher allowances for credit losses and capital levels may also be required.

The Guidance is triggered when commercial real estate loan concentrations exceed either:

The Guidance is triggered when CRE loan concentrations exceed either:

• Total reported loans for construction, land development, and other land of 100% or more of a bank’s total risk-based capital;

• Total reported loans secured by multifamily and non-farm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank’s total risk-based capital.

The Guidance also applies when a bank has a sharp increase in commercial real estate loans or has significant concentrations of commercial real estate secured by a particular property type.

Seacoast Bank has exposures to loans secured by commercial real estate due to the nature of its markets and the loan needs of both its retail and commercial customers.

Seacoast Bank believes that its long-term experience in commercial real estate lending, underwriting policies, internal controls, and other policies currently in place, as well as its loan and credit monitoring and administration procedures, are generally appropriate to managing its concentrations as required under the Guidance.

The Guidance also applies when a bank has a sharp increase in CRE loans or has significant concentrations of CRE secured by a particular property type.

Seacoast Bank has exposures to loans secured by CRE due to the nature of its markets and the loan needs of both its retail and commercial customers.

Seacoast Bank believes that its long-term experience in CRE lending, underwriting policies, internal controls, and other policies currently in place, as well as its loan and credit monitoring and

administration procedures, are generally appropriate to managing its concentrations as required under the Guidance.

At December 31, 2025, Seacoast Bank's construction and land development loans represented approximately 34% of total risk-based capital, well below the Guidance’s threshold.

At December 31, 2024, the total commercial real estate exposure for Seacoast Bank represented approximately 237% of total risk- based capital, also below the Guidance’s threshold.

At December 31, 2025, the total CRE exposure for Seacoast Bank represented approximately 227% of total risk- based capital, also below the Guidance’s threshold.

Debit Interchange Fees:

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The OCC’s assessment of Seacoast Bank’s CRA record is made available to the public.

Following the enactment of the Gramm-Leach-Bliley Act, CRA agreements with private parties must be disclosed and annual CRA reports must be made to a bank’s primary federal regulator.

A bank holding company is not permitted to become or remain a financial holding company and no new activities authorized under GLBA may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries receive less than a “Satisfactory” CRA rating in its latest CRA examination.

Following the enactment of the GLBA, CRA agreements with private parties must be disclosed and annual CRA reports must be made to a bank’s primary federal regulator.

A BHC is not permitted to become or remain a financial holding company and no new activities authorized under GLBA may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries receive less than a “Satisfactory” CRA rating in its latest CRA examination.

Federal CRA regulations require, among other things, that evidence of discrimination against applicants on a prohibited basis, and illegal or abusive lending practices be considered in the CRA evaluation.

Seacoast Bank has a rating of "Outstanding" in its most recent CRA evaluation.

On October 24, 2023, the OCC, the FRB, and FDIC issued a final rule to modernize their respective CRA regulations.

The revised rules substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026 and revised data reporting requirements taking effect January 1, 2027.

Among other things, the revised rules evaluate lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to assessment, and clarify eligible CRA activities.

The final rules were challenged in federal court and a preliminary injunction was granted in March 2024 enjoining implementation of the rules.

The effective dates will be extended for each day the injunction remains in place, pending the resolution of the lawsuit.

If the final rules are reinstated, they are likely to make it more challenging and/or costly for the Bank to receive a rating of at least "Satisfactory" on its CRA exam.

On October 24, 2023, the OCC, FRB, and FDIC issued a final rule to modernize their respective CRA regulations, which would have substantially altered the methodology for assessing compliance with the CRA.

The rule introduced metrics-based benchmarking, expanded evaluation of lending outside traditional branch-based assessment areas (such as online and mobile banking), and clarified eligible CRA activities, with major provisions originally scheduled to take effect January 1, 2026 and revised data reporting requirements January 1, 2027.

However, implementation was enjoined by a federal court in March 2024, and the agencies have since proposed rescinding the 2023 rule and reverting to the prior CRA framework (from 1995, as updated in 2021).

As of now, banks continue to be examined under the existing 1995/2021 regulations, and the 2023 modernization rule is unlikely to be reinstated in its original form.

Privacy and Data Security:

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• prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services.

In March 2023, the CFPB issued a final rule to implement Section 1071 of the Dodd-Frank Act, which requires lenders to collect, and report information about lending to "women-owned, minority-owned and small businesses." This rule is due to take effect in stages depending upon lending volume of the depository institution beginning in 2025.

However, the final rule has been subject to ongoing court challenges and may be revised by the CFPB.

The Bank is monitoring these developments.

In December 2024, the CFPB finalized a rule that would substantially limit overdraft fees that larger institutions such as the Bank may charge consumers, with an effective date of October 1, 2025.

If implemented, this rule would impact the Bank's noninterest income.

However, this rule has been challenged in court and may be revised by the CFPB.

The Bank is monitoring these developments.

In March 2023, the CFPB issued a final rule to implement Section 1071 of the Dodd-Frank Act, requiring lenders to collect and report information on credit applications from women-owned, minority-owned, and small businesses.

Originally scheduled to take effect in stages beginning in 2025, the rule has faced ongoing litigation and operational challenges.

In response, the CFPB has proposed significant revisions, including raising the coverage threshold to institutions with at least 1,000 originations over two years, narrowing the definition of “small business” to $1 million in annual revenue, and eliminating several discretionary data points.

The proposed compliance date for all covered institutions is January 1, 2028.

The Bank is monitoring these developments closely, as the rule remains subject to court challenges and potential further changes.

Mortgage Regulation:

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and evaluating borrowers’ applications for available loss mitigation options.

These rules also address initial rate adjustment notices for adjustable-rate mortgages, periodic statements for residential mortgage loans, and prompt crediting of mortgage payments and response to requests for payoff amounts.

These rules also address initial rate adjustment notices for ARMs, periodic statements for residential mortgage loans, and prompt crediting of mortgage payments and response to requests for payoff amounts.

Non-Discrimination Policies:

Seacoast Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act and the Fair Housing Act, both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.

The Department of Justice and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.

Seacoast Bank is also subject to, among other things, the provisions of the ECOA and the FHA, both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.

The DOJ and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.

Anti-Bribery Laws:

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What changed 10-K

Item 1. Business