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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-25 · 420 added, 358 removed, 560 unchanged (58% of the section changed)

11 unchanged sentences

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

The Company provides integrated financial services including commercial and consumer banking, wealth management, mortgage and insurance services to customers through advanced online and mobile banking solutions, and Seacoast Bank's network of 77 full-service branches across Florida.

Seacoast is executing a balanced growth strategy, combining organic growth with strategic acquisitions in Florida's most attractive growing markets.

The Company has expanded its presence across the state with 16 acquisitions since 2014, strengthening market share, increasing the customer base and lowering operating costs through economies of scale.

The acquisition of Professional Holding Corp., parent company of Professional Bank, was completed on January 31, 2023.

The transaction further expanded Seacoast’s presence in the tri-county South Florida market, which includes Miami-Dade, Broward, and Palm Beach counties, Florida’s largest MSA and the 8th largest in the nation.

The Company's acquisition strategy has not only increased customer households and been accretive to earnings, but has also opened markets and expanded Seacoast's customer base.

Seacoast's balanced growth strategy, combining organic growth with value-creating acquisitions, continues to benefit shareholders and expand the franchise.

Business Developments

On October 1, 2025, the Company completed its acquisition of VBI.

This transformative transaction expands the Company’s presence in North Central Florida and into The Villages® community, adding $1.2 billion in loans and $3.5 billion in deposits, along with 19 branches.

VBI’s future growth potential and low loan-to-deposit ratio provide significant opportunity for expansive growth throughout the Seacoast footprint.

Full integration and system conversion activities are expected to be completed early in the third quarter of 2026.

In the third quarter of 2025, the Company completed its acquisition of Heartland, adding approximately $153.3 million in loans and $705.2 million in deposits, along with four branches in Central Florida.

Integration activities, including system conversion, were also completed in the third quarter of 2025.

Seacoast’s balanced growth strategy includes both acquisitions and organic growth initiatives.

In recent years, Seacoast has added experienced bankers in dynamic and growing markets, leading to significant growth in new relationships.

These efforts have supported core deposit generation, loan production, and expansion of client relationships across multiple product lines.

In 2025, Seacoast expanded its footprint with the opening of five new branch locations, including four in some of Florida's fastest-growing markets, and its first location outside Florida, in Woodstock, Georgia.

Results of Operations

2025 Financial Performance Highlights

• Net income of $121.0 million, an increase of $17.0 million, or 16%, compared to 2023, and adjusted net income 1 of $132.5 million, a decrease of $0.8 million, or 1%, compared to 2023.

• Noninterest income increased $4.3 million, or 5%, compared to 2023, to $83.4 million.

• Return on average tangible assets for the year ended December 31, 2024 was 0.98%, compared to 0.91% for the year ended December 31, 2023.

• Return on tangible common equity for the year ended December 31, 2024 was 10.39%, compared to 10.38% for the year ended December 31, 2023.

• New loan production was $2.5 billion, an increase of 40%, or $714.8 million, compared to 2023, while net loans grew 3%, or $237.0 million from 2023, to $10.2 billion.

• Net income of $144.9 million, an increase of $23.9 million, or 20%, compared to 2024, and adjusted net income 1 of $169.5 million, an increase of $37.0 million, or 28%, compared to 2024.

• On an adjusted basis, pre-tax pre-provision earnings 1 of $274.7 million increased 45% from the prior year.

1 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP.

• Growth in total deposits from 2023 of 4%, or $465.5 million, to $12.2 billion.

• Continued strong capital position, with a Tier 1 capital ratio of 14.8%, and a tangible common equity to tangible assets ratio of 9.60%.

• Tangible book value per share increased to $16.12 at December 31, 2024 from $15.08 at December 31, 2023.

• Net interest income grew $121.5 million, or 28%, to $553.5 million, and the net interest margin expanded 34 basis points to 3.58%.

• 9% organic loan growth, reflecting the value of investments made in recent years to attract talent and expand the commercial banking team.

• 78% loan-to-deposit ratio, well positioned for continued growth and value creation.

• Continued strong capital position, with a Tier 1 capital ratio of 14.5%, and a tangible equity (including convertible preferred stock) to tangible assets ratio of 9.31%.

Tangible equity and assets exclude goodwill and other intangible assets.

Net Interest Income and Margin

Net interest income for the year ended December 31, 2024, totaled $432.0 million, decreasing $56.3 million, or 12%, compared to the year ended December 31, 2023.

Higher interest expense on deposits resulting from higher short term rates and higher balances was partially offset by higher yields and higher balances on loans and securities.

Net interest income (on a fully taxable equivalent basis) 1 for the year ended December 31, 2024, was $433.0 million, decreasing $56.0 million, or 11%, compared to the year ended December 31, 2023.

Accretion of purchase discount on acquired loans added $41.7 million in interest income for the year ended December 31, 2024, compared to $56.7 million for the year ended December 31, 2023.

Purchase marks from bank acquisitions in previous years are expected to continue to decline.

Net interest margin (on a fully taxable equivalent basis) 1 decreased 53 basis points to 3.24% in 2024 compared to 3.77% in 2023.

Average interest-earning assets increased $379.9 million, or 3%, during 2024 to $13.4 billion compared to $13.0 billion in 2023.

During 2024, yields on interest-earning assets increased to 5.44% from 5.32% in 2023 due to the higher interest rate environment.

Average interest-bearing liabilities increased $797.6 million, or 10%, during 2024 to $9.2 billion, including a $788.2 million, or 10%, increase in interest-bearing deposits.

The cost of average interest-bearing liabilities in 2024 increased 80 basis points to 3.20% from 2.40% in 2023, reflecting the impact of higher interest rates.

In the fourth quarter of 2024, net interest income and net interest margin began to improve, with a decline in deposit costs following cuts to the Federal Funds rate.

The Company expects a continued increase in net interest income and expansion of net interest margin into 2025 if short term interest rates remain flat or continue to decline.

During 2024, average securities increased $83.4 million to $2.7 billion.

Yields on securities increased 50 basis points from 3.18% in 2023 to 3.68% in 2024, benefiting from higher rates on new purchases and favorable repricing on variable rate bonds.

Average loans totaled $10.1 billion for the year ended December 31, 2024, increasing $207.1 million, or 2%, compared to $9.9 billion for the year ended December 31, 2023.

Yields on loans increased five basis points from 5.88% in 2023 to 5.93% in 2024, benefiting from higher rates on new production and increasing rates on variable rate loans.

Accretion of purchase discounts on acquired loans added 42 basis points to loan yields in 2024, compared to 57 basis points in 2023.

During 2024, average transaction deposits (noninterest and interest-bearing demand deposits) decreased $703.5 million, or 10%, compared to 2023, as customers favored money market accounts, which increased $833.4 million, or 28% from 2023.

Net interest income for the year ended December 31, 2025, totaled $553.5 million, increasing $121.5 million, or 28%, compared to the year ended December 31, 2024.

The increase was largely driven by growing loan and securities balances, along with lower deposit costs.

Net interest income (on an FTE basis) 1 for the year ended December 31, 2025, was $556.3 million, increasing $123.3 million, or 28%, compared to the year ended December 31, 2024.

Net interest margin (on an FTE basis) 1 increased 34 basis points to 3.58% in 2025 compared to 3.24% in 2024, largely driven by lower deposit costs.

Average interest-earning assets increased $2.2 billion, or 16%, during 2025 to $15.5 billion compared to $13.4 billion in 2024.

During 2025, yields on interest-earning assets decreased to 5.40% from 5.44% in 2024 due to the lower interest rate environment.

Average interest-bearing liabilities increased $1.8 billion, or 20%, during 2025 to $11.0 billion, including a $1.4 billion, or 17%, increase in interest-bearing deposits.

The cost of average interest-bearing liabilities in 2025 decreased 63 basis points to 2.57% from 3.20% in 2024.

During 2025, average investment securities increased $1.2 billion to $3.9 billion, primarily due to bank acquisitions.

Yields on securities increased 30 basis points from 3.68% in 2024 to 3.98% in 2025, reflecting the higher yield securities purchased and acquired.

The Company actively manages the securities portfolio, and identified strategic restructuring opportunities in the fourth quarter of 2024 and the first quarter of 2026 that enhanced the portfolio's yield and positioning.

Additional liquidity obtained through bank acquisitions provided further flexibility, and acquired securities portfolios were repositioned to align with higher yields.

Average loans totaled $11.0 billion for the year ended December 31, 2025, increasing $939.2 million, or 9%, compared to $10.1 billion for the year ended December 31, 2024, through a combination of organic growth and bank acquisitions.

Yields on loans increased four basis points from 5.93% in 2024 to 5.97% in 2025.

Accretion of purchase discount on acquired loans added $39.0 million in interest income, adding 35 basis points to loan yields, for the year ended December 31, 2025, compared to $41.7 million, or 42 basis points, for the year ended December 31, 2024.

The Company’s deposit mix remains favorable, with 86% of average deposit balances comprised of savings, money market, and demand deposits in 2025.

The cost of average total deposits (including noninterest-bearing demand deposits) increased by 73 basis points to 2.23% in 2024, compared to 1.50% in 2023, primarily the result of higher short-term interest rates and an increasingly competitive deposit market.

The cost of average total deposits (including noninterest-bearing demand deposits) decreased by 44 basis points to 1.79% in 2025, compared to 2.23% in 2024.

The cost of funds decreased by 38 basis points to 1.94% in 2025, compared to 2.32% in 2024.

Sweep repurchase agreements with customers averaged $252.2 million for the year ended December 31, 2025, a decrease of $17.1 million, or 6%, compared to $269.3 million for the year ended December 31, 2024.

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The average balance of FHLB borrowings was $184.0 million at 4.20% in 2024.

The Company utilized short-term fixed-rate advances to fund securities purchases throughout 2025.

In 2025, average long-term debt of $107.5 million had an average rate of 6.20%.

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Total Earning Assets 15,531,352 839,205 5.40 % 13,353,360 726,633 5.44 % 12,973,453 689,778 5.32 %

Allowance for credit losses (144,280) (150,982) (94,693)

ACL (149,478) (144,280) (150,982)

Cash and due from banks 157,955 167,367 184,035

Premises and equipment, net 110,341 116,516 85,568

Bank premises and equipment, net 123,456 110,341 116,516

Intangible assets 913,906 815,945 816,662

Bank owned life insurance 303,486 290,218 214,468

Other assets including deferred tax assets 327,539 392,872 248,108

BOLI 318,261 303,486 290,218

Other assets including DTAs 340,007 327,539 392,872

Total Assets $ 17,235,459 $ 14,933,758 $ 14,622,774

Liabilities and Shareholders' Equity

Liabilities, Convertible Preferred Stock & Shareholders' Equity

Interest-bearing liabilities:

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FHLB borrowings 592,946 25,294 4.27 183,962 7,726 4.20 175,247 6,378 3.64

Long-term debt, net 106,624 7,485 7.02 104,158 7,245 6.96 74,713 3,056 4.09

Long-term debt, net and other 107,523 6,666 6.20 106,624 7,485 7.02 104,158 7,245 6.96

Total Interest-Bearing Liabilities 11,018,430 282,898 2.57 % 9,176,401 293,588 3.20 % 8,378,755 200,735 2.40 %

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Total Liabilities 14,763,523 12,781,697 12,597,392

Convertible preferred stock 86,487 — —

Shareholders' equity 2,385,449 2,152,061 2,025,382

Total Liabilities & Equity $ 14,933,758 $ 14,622,774 $ 11,051,428

Total Liabilities, Convertible Preferred Stock & Equity $ 17,235,459 $ 14,933,758 $ 14,622,774

Cost of deposits 1.79 % 2.23 % 1.50 %

Cost of funds 2

1.94 % 2.32 % 1.61 %

Interest expense as a % of earning assets 1.82 % 2.20 % 1.55 %

Net interest income as a % of earning assets $ 556,307 3.58 % $ 433,045 3.24 % $ 489,043 3.77 %

1 On a fully taxable equivalent basis.

1 On an FTE basis.

All yields and rates have been computed using amortized costs.

1 unchanged sentence

Nonaccrual loans are included in loan balances.

2 Total interest expense as a percentage of total interest-bearing liabilities and noninterest demand deposits.

The following table shows the impact of changes in volume and rate on interest-earning assets and interest-bearing liabilities 1 :

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Net Interest Income $ 46,557 $ 76,705 $ 123,262 $ (18,379) $ (37,619) $ (55,998)

1 On a fully taxable equivalent basis.

1 On an FTE basis.

All yields and rates have been computed using amortized costs.

4 unchanged sentences

The provision for credit losses was $51.3 million in 2025 compared to $16.3 million in 2024.

In 2024, the provision reflects additions to the allowance for credit losses in keeping with higher loan balances, partially offset by lower overall allowance coverage on total loans, consistent with generally stabilizing economic trends.

Included in 2023 is $26.6 million of day-1 provision for credit losses on loans added through the acquisition of Professional.

Included in 2025 is $24.6 million of day-1 provisions for credit losses on loans added through bank acquisitions.

The remainder of the increase in 2025 reflects additions to the allowance for credit losses aligned with organic loan growth.

Allowance coverage of 1.42% at December 31, 2025 increased eight basis points compared to December 31, 2024, with the increase attributed to acquired portfolios.

Noninterest Income

Noninterest income (excluding securities gains and losses) totaled $91.4 million in 2024, an increase of $9.4 million, or 11%, compared to 2023.

Noninterest income accounted for 17% of total revenue in 2024 and 14% in 2023 (net interest income plus noninterest income, excluding securities gains and losses).

Noninterest income totaled $99.2 million in 2025, an increase of $15.7 million, or 19%, compared to 2024.

Noninterest income accounted for 15% of total revenue in 2025 and 16% in 2024 (Net Interest Income plus Noninterest income).

Noninterest income is detailed as follows:

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Service charges on deposit accounts $ 23,386 $ 20,852 12 %

Interchange income 7,599 13,877 (45)

Wealth management income 18,562 15,168 22

Mortgage banking fees 1,774 1,790 (1)

Mortgage banking income 4,714 1,774 166

Interchange income 8,193 7,599 8

Insurance agency income 5,581 5,196 7

BOLI income 12,410 10,065 23

Other income 30,790 22,409 37

91,444 82,045 11

Securities (losses) gains, net (8,016) (2,893) 177

Other 26,826 30,790 (13)

Total Noninterest Income Before Securities (Losses) Gains, Net 99,672 91,444 9

Securities losses, net (522) (8,016) (93)

Total Noninterest Income $ 99,150 $ 83,428 19 %

Service charges on deposits for the year ended December 31, 2025 increased $2.5 million, or 12%, compared to the prior year to $23.4 million.

This increase primarily reflects the Company's investments in talent and market expansion across the state, which have resulted in continued growth, particularly in treasury management services to commercial customers.

Overdraft-related fees for both consumer and commercial accounts represented 32% of total service charges on deposits in 2024 compared to 35% in 2023.

Interchange revenue totaled $7.6 million in 2024, a decrease of 45% from $13.9 million in 2023.

The decrease in interchange income was primarily due to the impact of the Durbin amendment, which became effective for the first time for the Company on July 1, 2023, limiting network interchange fees earned on debit card transactions.

Wealth management revenues, including brokerage commissions and fees and trust income, increased $2.4 million, or 19%, to $15.2 million for the year ended December 31, 2024.

The wealth management team continued to demonstrate notable success in building relationships, contributing to a 20% increase in assets under management year-over-year to $2.1 billion as of December 31, 2024.

The increase primarily reflects the addition of relationships from bank acquisitions and organic growth.

Wealth management income, including brokerage commissions and fees and trust income, increased $3.4 million, or 22%, to $18.6 million for the year ended December 31, 2025.

Assets under management have grown by $754.8 million or 37%, year-over-year to $2.8 billion as of December 31, 2025.

The wealth management division has continued its success in building new relationships, adding $549 million in new organic assets under management in 2025.

Mortgage banking income increased $2.8 million, or 166%, to $4.7 million for the year ended December 31, 2025 compared to 2024, reflecting the addition of mortgage banking activities from the VBI acquisition.

Interchange revenue totaled $8.2 million in 2025, an increase of 8% from $7.6 million in 2024.

Insurance agency income totaled $5.6 million in 2025, an increase of 7% from $5.2 million in 2024, reflecting continued growth and expansion of insurance services.

Mortgage banking fees remained flat at $1.8 million for the year ended December 31, 2024 compared to 2023.

The impact on demand of higher interest rates and limited housing inventory have continued to result in lower saleable production.

BOLI income totaled $10.1 million in 2024, an increase of $1.7 million, or 20%, compared to the prior year, with policy exchanges executed in the first quarter of 2024 resulting in improved ongoing yields.

Other income totaled $30.8 million in 2024, reflecting an increase of $8.4 million, or 37%, year-over-year.

The increase reflects variability in income from SBIC investments, loan swap-related fees, gains on the strategic sales of nonperforming commercial real estate loans, and other fees correlating with growth in customers and accounts.

BOLI income totaled $12.4 million in 2025, an increase of $2.3 million, or 23%, compared to the prior year.

Death benefit payouts in 2025 totaled $2.2 million.

Other income totaled $26.8 million in 2025, reflecting a decrease of $4.0 million, or 13%, year-over-year.

The decrease from the prior year primarily reflects lower gains on SBIC investments and loan sales, partially offset by $3.0 million in tax refunds received related to a prior bank acquisition.

Securities losses in 2025 totaled $0.5 million compared to securities losses in 2024 of $8.0 million.

In 2024 , the Company sold approximately $217.0 million in available-for-sale securities, resulting in losses of $12.0 million , allowing for reinvestment at higher yields.

In the fourth quarter of 2024 , the Company sold approximately $217.0 million in AFS securities, resulting in losses of $12.0 million , allowing for reinvestment at higher yields.

These losses were partially offset by gains of $4.1 million on the sale of the Company’s holdings of Visa Class B stock.

1 unchanged sentence

The Company has demonstrated its commitment to efficiency through disciplined, proactive management of its cost structure.

Noninterest expenses in 2024 totaled $343.3 million, including $7.1 million related to branch consolidation and other expense reduction initiatives, and $0.3 million in costs to prepare for and recover from hurricane events.

In 2023, noninterest expenses totaled $395.6 million, including $33.2 million in acquisition-related expenses and $5.2 million in expense reduction initiatives.

Adjusted noninterest expense 1 in 2024 totaled $335.9 million, a decrease of 6% from 2023, reflecting the success of strategic expense reduction initiatives executed in late 2023 and early 2024.

Noninterest expenses in 2025 totaled $414.9 million, including $32.4 million in merger and integration costs.

In 2024, noninterest expenses totaled $343.3 million, including $7.1 million in branch consolidation and other expense reduction initiatives and $0.3 million in costs to prepare for and recover from hurricane events.

Adjusted noninterest expense 1 in 2025 totaled $382.4 million, an increase of 14% from 2024, largely associated with the overall growth of the organization, including from the two bank acquisitions in 2025.

Seacoast continues to prudently manage expenses while strategically investing to support continued growth.

1 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP.

Noninterest expenses are detailed as follows:

For the Year Ended December 31,

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Amortization of intangibles 26,819 23,884 12

Other real estate owned expense and net loss (gain) on sale 440 985 (55)

OREO expense and net (gain) loss on sale (126) 440 (129)

Provision for credit losses on unfunded commitments 1,262 1,001 26

Merger and integration costs 32,423 — N/A

Other expense 26,319 24,322 8

Total Noninterest Expense $ 414,860 $ 343,301 21 %

Salaries and wages totaled $162.3 million in 2024, a decrease of $15.3 million, or 9%, compared to 2023.

The decline in 2024 reflects workforce reductions implemented in late 2023 and early 2024 to reduce overhead and offset revenue compression associated with higher interest rates.

Results in 2023 also included $5.8 million in merger-related costs.

During 2024, employee benefit costs, which include costs associated with the Company's self-funded health insurance benefits, 401(k) plan, payroll taxes, and unemployment compensation, decreased $1.7 million, or 6%, compared to 2023.

The decreases compared to 2023 are related to reductions in the workforce completed in late 2023 and early 2024.

Salaries and wages totaled $186.9 million in 2025, an increase of $24.6 million, or 15%, compared to 2024.

Employee benefit costs, which include costs associated with the Company's self-funded health insurance benefits, 401(k) plan, payroll taxes, and unemployment compensation, increased $4.6 million, or 16%, compared to 2024.

The increase reflects the continued expansion of the Company’s footprint, including the completion of the bank acquisitions, and higher performance driven incentive compensation.

The Company utilizes third parties for core data processing systems.

Ongoing data processing costs are directly related to the number of transactions processed and the negotiated rates associated with those transactions.

Outsourced data processing costs totaled $36.6 million in 2024, a decrease of $15.5 million, or 30%, compared to 2023.

Results in 2023 included $17.4 million in merger-related costs.

Total occupancy, furniture and equipment expenses in 2024 totaled $37.6 million, a decrease of $3.0 million, or 7%, compared to 2023.

Lower costs in 2024 were achieved through consolidation of locations as part of the Company's expense reduction initiatives.

Outsourced data processing costs totaled $37.6 million in 2025, an increase of $1.0 million, or 3%, compared to 2024.

The increase reflects higher transaction volume and growth in customers, including from bank acquisitions.

Total occupancy, furniture and equipment expenses in 2025 totaled $41.2 million, an increase of $3.6 million, or 10%, compared to 2024.

The increases are largely due to growth in the branch network.

During 2025, marketing expenses totaled $11.4 million, an increase of $0.6 million, or 5%, compared to $10.8 million in 2024.

Planned investments in branding and in marketing campaigns across the state led to higher marketing expenses in 2024.

Legal and professional fees decreased by $1.1 million in 2025, or 11%, to $8.6 million.

Results in 2023 included $6.5 million in merger-related costs.

FDIC assessments were $8.4 million in 2024, compared to $8.6 million in 2023.

Amortization of intangibles decreased $4.8 million, or 17%, to $23.9 million during 2024 from $28.7 million in 2023.

The acquisition of Professional in 2023 added $48.9 million in core deposit intangible assets, which are amortized using an accelerated amortization method.

Other real estate owned expense and net loss (gain) on sale was a net loss of $0.4 million in 2024, compared to a net loss of $1.0 million in 2023.

Charges in each year primarily relate to valuation adjustments on former branch properties.

Changes between periods are largely associated with the timing of various projects.

FDIC assessments were $9.6 million in 2025, an increase of $1.1 million, or 14%, compared to $8.4 million in 2024.

Amortization of intangibles increased $2.9 million, or 12%, to $26.8 million during 2025 from $23.9 million in 2024 with the addition of $131.5 million in CDI assets from bank acquisitions.

These assets will be amortized using an accelerated amortization method.

OREO expense and net (gain) loss on sale was a net gain of $0.1 million in 2025, compared to a net loss of $0.4 million in 2024.

Provision for credit losses on unfunded commitments was $1.3 million in 2025 and $1.0 million in 2024.

Other expense totaled $24.3 million and $29.2 million in 2024 and 2023, respectively.

The decrease of $4.8 million, or 17%, reflects the Company's achievement of expense reduction initiatives in late 2023 and early 2024.

In 2024, the provision for income taxes totaled $34.9 million, compared to $30.2 million in 2023.

Merger and integration costs were $32.4 million in 2025.

There were no merger and integration costs during 2024.

Other expense totaled $26.3 million in 2025, an increase of $2.0 million, or 8%, compared to $24.3 million in 2024.

In 2025, the provision for income taxes totaled $41.6 million, compared to $34.9 million in 2024, an increase of $6.8 million, or 19%.

The increase reflects higher pre-tax income in 2025.

Discrete taxes related to share-based compensation resulted in a net expense of $0.2 million and a benefit of $0.5 million in 2024 and 2023, respectively.

The effective tax rate for 2025 was 22.3%, compared to 22.4% in 2024.

New federal tax legislation was signed into law on July 4, 2025, which includes a broad range of tax reform provisions, and extends or makes permanent various tax provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act.

While the new legislation was significant, it did not have a material impact on the consolidated financial statements as the primary impact was the continuation of tax provisions that were already reflected in the results.

Fourth Quarter Results and Analysis

Net income totaled $34.1 million in the fourth quarter of 2024, an increase of $3.4 million, or 11%, from the third quarter of 2024, and an increase of $4.5 million, or 15%, compared to the fourth quarter of 2023.

Net income totaled $34.3 million in the fourth quarter of 2025, a decrease of $2.2 million, or 6%, from the third quarter of 2025, and an increase of $0.2 million, or 1%, compared to the fourth quarter of 2024.

Adjusted net income 1 totaled $47.7 million, an increase of $2.6 million, or 6%, from the third quarter of 2025, and an increase of $7.2 million, or 18%, compared to the fourth quarter of 2024.

Diluted earnings per share was $0.40 and adjusted diluted EPS 1 2 was $0.48 in the fourth quarter of 2024, compared to diluted EPS of $0.36 and adjusted diluted EPS 1 of $0.36 in the third quarter of 2024 and compared to diluted EPS of $0.35 and adjusted diluted EPS 1 of $0.37 in the fourth quarter of 2023.

Net revenues, which are calculated as net interest income on a fully taxable equivalent basis plus noninterest income excluding securities gains and losses were $132.9 million, an increase of $2.5 million, or 2%, from the third quarter of 2024 and an increase of $4.7 million, or 4%, from the fourth quarter of 2023.

Diluted EPS was $0.31 and adjusted diluted EPS 1 2 was $0.44 in the fourth quarter of 2025, compared to diluted EPS of $0.42 and adjusted diluted EPS 1 of $0.52 in the third quarter of 2025, and compared to diluted EPS of $0.40 and adjusted diluted EPS 1 of $0.48 in the fourth quarter of 2024.

Net revenues, which are calculated as net interest income plus noninterest income, were $203.3 million in the fourth quarter of 2025, an increase of $46.0 million, or 29%, from the third quarter of 2025 and an increase of $70.4 million, or 53%, from the fourth quarter of 2024.

Net interest income totaled $174.6 million in the fourth quarter of 2025, an increase of $41.2 million, or 31%, from the third quarter of 2025, and an increase of $58.8 million, or 51%, compared to the fourth quarter of 2024.

The increase in the fourth quarter of 2024 was largely driven by a 26 basis point decline in the cost of deposits.

Accretion on acquired loans totaled $11.7 million in the fourth quarter of 2024, $9.2 million in the third quarter of 2024, and $11.3 million in the fourth quarter of 2023.

Net interest margin increased 22 basis points to 3.39% in the fourth quarter of 2024, compared to 3.17% in the third quarter of 2024.

Excluding the effects of accretion on acquired loans, net interest margin expanded 15 basis points to 3.05% in the fourth quarter of 2024, compared to 2.90% in the third quarter of 2024.

Loan yields decreased one basis point from the prior quarter to 5.93%.

Excluding the effects of accretion on acquired loans, loan yields decreased 10 basis points, from 5.58% in the third quarter of 2024 to 5.48% in the fourth quarter of 2024.

Securities yields increased two basis points to 3.77%, compared to 3.75% in the prior quarter.

The cost of deposits declined 26 basis points, from 2.34% in the prior quarter, to 2.08% in the fourth quarter of 2024.

Lower interest expense on deposits reflects the impact of recent cuts to the Federal Funds rate.

The increase was largely driven by growing loan and securities balances.

Accretion on acquired loans was $10.6 million in the fourth quarter of 2025, $9.5 million in the third quarter of 2025, and $11.7 million in the fourth quarter of 2024.

Securities income increased $20.7 million, or 58%, from the third quarter of 2025, primarily through the acquisition of VBI.

Interest expense on deposits increased $6.9 million, or 16%, from the third quarter of 2025, and increased $2.6 million, or 5%, compared to the fourth quarter of 2024.

The increase from the third quarter 2025 reflects higher average balances and the addition of VBI customers.

Net interest margin increased nine basis points to 3.66% in the fourth quarter of 2025 compared to 3.57% in the third quarter of 2025, and increased 27 basis points compared to 3.39% in the fourth quarter of 2024.

Excluding the effects of accretion on acquired loans, net interest margin expanded 12 basis points to 3.44% in the fourth quarter of 2025 compared to 3.32% in the third quarter of 2025, and increased 39 basis points compared to 3.05% in the fourth quarter of 2024.

Loan yields were 6.02%, an increase of six basis points from the third quarter of 2025, and an increase of nine basis points from the fourth quarter of 2024.

Securities yields increased 21 basis points to 4.13%, compared to 3.92% in the third quarter of 2025 and increased 37 basis points compared to 3.77% in the fourth quarter of 2024.

The cost of deposits declined 14 basis points to 1.67% in the fourth quarter of 2025 compared to 1.81% in the third quarter of 2025, and declined 41 basis points compared to 2.08% in the fourth quarter of 2024.

The cost of funds declined 16 basis points in the fourth quarter of 2025 to 1.80% from the third quarter of 2025, and declined 37 basis points compared to the fourth quarter of 2024.

The provision for credit losses was $29.3 million in the fourth quarter of 2025, compared to $8.4 million in the third quarter of 2025, and $3.7 million in the fourth quarter of 2024.

Noninterest income, excluding securities gains and losses, totaled $25.5 million for the fourth quarter of 2024, an increase of $2.0 million, or 8%, when compared to the third quarter of 2024, and an increase of $5.7 million, or 29%, compared to the fourth quarter of 2023.

Results for the fourth quarter of 2024 included an $8.0 million loss on the repositioning of a portion of the available-for-sale securities portfolio.

Securities with an average book yield of 2.8% were sold, and the proceeds of approximately $113 million were reinvested in agency mortgage-backed securities with an average book yield of 5.4%, for an estimated earnback of less than three years.

Other changes compared to the third quarter of 2024 included the following:

• Service charges on deposits totaled $5.1 million, a decrease of $0.3 million, or 5%, from the prior quarter and an increase of $0.3 million, or 6%, from the prior year quarter.

The fourth quarter of 2024 was modestly impacted by hurricane-related fee waivers, while our investments in talent and significant market expansion across the state resulted in continued growth in treasury management services to commercial customers compared to the prior year.

The increase in the fourth quarter of 2025 was largely the result of the acquisition of VBI, which resulted in a day-one loan loss provision of $22.7 million.

Allowance coverage of 1.42% increased eight basis points compared to September 30, 2025, with higher coverage levels assigned to acquired VBI loans.

Noninterest income totaled $28.6 million for the fourth quarter of 2025, an increase of $4.8 million, or 20%, when compared to the third quarter of 2025, and an increase of $11.6 million, or 68%, compared to the fourth quarter of 2024.

Results for the fourth quarter of 2024 included an $8.0 million loss on the repositioning of a portion of the AFS securities portfolio.

Other changes included the following:

• Service charges on deposits totaled $6.5 million, an increase of $0.3 million, or 4%, from the prior quarter and an increase of $1.3 million, or 26%, from the prior year quarter, reflecting the closing of the VBI acquisition and continued onboarding of new relationships.

1 2 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP.

• Wealth management income totaled $5.5 million, an increase of $1.0 million, or 21%, from the prior quarter and an increase of $1.5 million, or 38%, from the prior year quarter.

• Insurance agency income totaled $1.2 million, a decrease of 18% from the prior quarter, reflecting typical fourth quarter seasonality, and an increase of 8% from the prior year quarter.

• Other income totaled $10.3 million, an increase of $2.5 million, or 31%, from the prior quarter and an increase of $4.7 million, or 85% from the prior year quarter.

Fourth quarter 2024 results include gains on SBIC investments and gains on the sale of two nonperforming commercial real estate loans.

Noninterest expenses for the fourth quarter of 2024 totaled $85.6 million, an increase of $0.8 million, or 1%, from the third quarter of 2024 and a decrease of $0.8 million, or 1%, from the fourth quarter of 2023.

Assets under management have grown 37% year over year.

The wealth management division has continued to deliver significant growth, adding $549 million in new organic assets under management in 2025.

• Mortgage banking income totaled $3.1 million, an increase from $0.5 million in the prior quarter and from $0.3 million in the prior year quarter, reflecting the addition of mortgage banking activities from the VBI acquisition.

• BOLI income totaled $2.7 million, a decrease of $1.2 million, or 31%, from the prior quarter and an increase of $0.1 million, or 2%, from the prior year quarter.

The third quarter of 2025 included death benefit payouts of $1.3 million.

• Other income totaled $7.1 million, an increase of $1.1 million, or 18%, compared to the prior quarter and a decrease of $3.3 million, or 32%, from the prior year quarter.

The increase from the prior quarter primarily reflects higher gains on SBIC investments.

The decrease from the prior year quarter primarily reflects lower gains on SBIC investments and loan sales.

Noninterest expenses for the fourth quarter of 2025 totaled $130.5 million, an increase of $28.6 million, or 28%, from the third quarter of 2025 and an increase of $45.0 million, or 53%, from the fourth quarter of 2024.

Results in the fourth quarter of 2025 included:

1 2 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP.

• Salaries and wages totaled $42.4 million, an increase of $1.7 million , or 4% , compared to the prior quarter and an increase of $3.9 million, or 10%, from the prior year quarter, reflecting continued onboarding of banking teams and talent across our footprint.

• Employee benefits totaled $6.5 million, a decrease of $0.4 million, or 6%, compared to the prior quarter and a decrease of $0.1 million, or 2%, from the prior year quarter.

The decrease from the prior quarter is due to seasonally lower 401(k) and payroll tax expense.

• Outsourced data processing costs totaled $8.3 million, an increase of $0.3 million, or 4%, compared to the prior quarter and a decrease of $0.3 million, or 4%, from the prior year quarter.

Higher customer transaction volume contributed to the increase over the prior quarter.

• Occupancy costs totaled $7.2 million, an increase of $0.1 million, or 2%, compared to the prior quarter and a decrease of $0.3 million, or 4%, from the prior year quarter.

The fourth quarter of 2024 included $0.2 million in preparation and recovery costs related to Hurricane Milton.

• Marketing expenses totaled $2.1 million, reflecting a decrease of $0.6 million, or 22%, compared to the prior quarter and a decrease of $0.9 million, or 29%, from the prior year quarter, primarily associated with the timing of various marketing campaigns.

We will continue to invest in marketing and branding supporting customer growth initiatives.

• Salaries and wages totaled $53.9 million, an increase of $7.6 million , or 16% , compared to the prior quarter and an increase of $11.6 million, or 27%, from the prior year quarter.

The increase from the prior quarter reflects the continued expansion of the footprint, including the acquisition of VBI, and higher performance driven incentive compensation.

• Employee benefits totaled $8.5 million, an increase of $1.1 million, or 15%, compared to the prior quarter and an increase of $1.9 million, or 30%, from the prior year quarter.

• Outsourced data processing costs totaled $11.3 million, an increase of $1.9 million, or 21%, from the prior quarter and an increase of $3.0 million, or 36%, from the prior year quarter.

The increases reflect higher transaction volume and growth in customers, including from the acquisition of VBI.

• Occupancy costs totaled $9.3 million, an increase of $1.7 million, or 22%, compared to the prior quarter and an increase of $2.1 million, or 29%, from the prior year quarter, due to growth in the branch network.

• Legal and professional fees totaled $2.1 million, an increase of $0.4 million, or 26%, compared to the prior quarter and a decrease of $0.7 million, or 25%, from the prior year quarter.

The increase is largely associated with the timing of various projects.

• Amortization of intangibles increased $4.4 million with the addition of $110.5 million in CDI assets from the VBI acquisition.

These assets will be amortized using an accelerated amortization method over approximately 10 years.

• Provision for credit losses on unfunded commitments increased $0.7 million as a result of the acquisition of VBI.

• Other expense totaled $7.2 million, an increase of $1.3 million, or 22%, compared to the prior quarter and an increase of $1.2 million, or 20%, from the prior year quarter.

The follow ing performance metrics summarize the Company's current outlook for financial performance for the full year 2026 and the fourth quarter of 2026.

These reflect assumptions the Company believes to be reasonable at this time;

however, actual results may differ materially due to the factors described under “ Item 1A.

Risk Factors ” and “Forward‑Looking Statements.”

• Adjusted revenue (on an FTE basis) is expected to grow between 29% and 31%.

• Adjusted efficiency ratio of 53%-55%.

• Adjusted EPS-Diluted between $2.48 and $2.52.

• Adjusted ROA of 1.30% for the fourth quarter of 2026.

• Adjusted ROTE of 16.0% for the fourth quarter of 2026.

These are non-GAAP measures.

See the "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP.

Reconciliations of these adjusted outlook measures to the most comparable GAAP measure are not provided due to the difficulty in projecting transactional items included in the metrics without unreasonable efforts.

The historical period reconciliations of these non-GAAP measures are indicative of the reconciliations that will be provided for the periods reflected by this outlook.

Our 2026 Outlook reflects assumptions including:

25 basis point cuts in the Federal Funds rate in June and September 2026, the forward curve as of January 2026, a stable economic environment, and the benefit of the securities repositioning executed in January 2026.

Adjusted ROTE includes convertible preferred stock and adjusted diluted EPS is calculated treating all preferred shares as common.

See “Item 1A.

Risk Factors” and “Forward-Looking Statements” for a discussion of potential risks and uncertainties that could materially affect our future performance.

Explanation of Certain Unaudited Non-GAAP Financial Measures

This report contains financial information determined by methods other than Generally Accepted Accounting Principles.

The financial highlights provide reconciliations between GAAP and adjusted financial measures including net income, fully taxable equivalent net interest income, noninterest income, noninterest expense, tax adjustments, net interest margin and other financial ratios.

This report contains financial information determined by methods other than GAAP.

The financial highlights provide reconciliations between GAAP and adjusted financial measures including net income, FTE net interest income, noninterest income, noninterest expense, tax adjustments, net interest margin and other financial ratios.

Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance.

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Total noninterest income 28,631 23,818 17,068 99,150 83,428

Securities losses (gains), net 8,388 (187) 2,437 8,016 2,893

BOLI benefits on death (included in other income) — — — — (2,117)

Total adjustments to noninterest income 8,388 (187) 2,437 8,016 776

Securities (gains) losses, net (84) 841 8,388 522 8,016

Total adjusted noninterest income 28,547 24,659 25,456 99,672 91,444

Total noninterest expense 130,546 101,987 85,575 414,860 343,301

Merger-related charges — — — — (33,180)

Merger and integration costs (18,142) (10,808) — (32,423) —

Business continuity expenses - hurricane events — — (280) — (280)

Branch reductions and other expense initiatives — — — — (7,094)

— — — (7,094) (5,167)

Adjustments to noninterest expense (18,142) (10,808) (280) (32,423) (7,374)

Adjusted noninterest expense 112,404 91,179 85,295 382,437 335,927

$ 85,295 $ 84,818 $ 86,367 $ 335,927 $ 357,275

Fourth Third Fourth Full Year

(In thousands except per share data) 2024 2024 2023 2024 2023

Income taxes 9,192 10,461 9,513 41,628 34,854

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Adjusted net income 47,741 45,164 40,556 169,473 132,476

$ 40,556 $ 30,511 $ 31,363 $ 132,476 $ 133,240

Earnings per diluted share, as reported $ 0.40 $ 0.36 $ 0.35 $ 1.42 $ 1.23

Adjusted earnings per diluted share 0.48 0.36 0.37 1.56 1.58

Average diluted shares outstanding 85,302 85,069 85,336 85,040 84,329

Earnings per common share-diluted, as reported 0.31 0.42 0.40 1.57 1.42

Adjusted earnings per common share- diluted 0.44 0.52 0.48 1.84 1.56

Adjusted earnings per common share-diluted, treating all preferred shares as common $ 0.44 $ 0.52 $ 0.48 $ 1.84 $ 1.56

Average common shares-diluted 97,761 87,425 85,302 89,106 85,040

Average preferred shares, treating all preferred shares as common 11,250 — — 2,836 —

Average common shares-diluted, treating all preferred shares as common 109,011 87,425 85,302 91,941 85,040

Adjusted noninterest expense $ 112,404 $ 91,179 $ 85,295 $ 382,437 $ 335,927

Provision for credit losses on unfunded commitments (812) (150) (250) (1,262) (1,001)

Other real estate owned expense and net (loss) gain on sale (84) (491) (573) (440) (985)

OREO expense and net gain (loss) on sale 29 346 (84) 126 (440)

Amortization of intangibles (10,374) (6,005) (5,587) (26,819) (23,884)

Net adjusted noninterest expense 101,247 85,370 79,374 354,482 310,602

Net adjusted noninterest expense $ 79,374 $ 78,075 $ 78,906 $ 310,602 $ 326,325

Average tangible assets $ 19,976,896 $ 15,658,723 $ 14,397,331 $ 16,321,553 $ 14,117,813

Net adjusted noninterest expense to average tangible assets 2.01 % 2.16 % 2.19 % 2.17 % 2.20 %

Fourth Third Fourth Full Year

(In thousands except per share data) 2025 2025 2024 2025 2024

Net revenue $ 203,258 $ 157,286 $ 132,872 $ 652,626 $ 515,399

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Impact of FTE adjustment 1,617 438 311 2,832 1,074

Adjusted net revenue on a fully taxable equivalent basis $ 141,571 $ 130,467 $ 130,810 $ 524,489 $ 568,971

Adjusted net revenue on an FTE basis $ 204,791 $ 158,565 $ 141,571 $ 655,980 $ 524,489

Adjusted efficiency ratio 54.50 % 57.63 % 60.01 % 58.13 % 63.77 %

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Total adjustments to noninterest income (84) 841 8,388 522 8,016

Total adjustments to noninterest expense including other real estate owned expense and net gain (loss) on sale 364 491 573 7,814 39,332

Total adjustments to noninterest expense including OREO expense and net gain (loss) on sale 18,113 10,462 364 32,297 7,814

Adjusted pre-tax pre-provision earnings 93,170 67,190 56,610 274,679 190,003

$ 56,610 $ 46,390 $ 45,016 $ 190,003 $ 213,920

Average assets 21,203,391 16,486,017 15,204,041 17,235,459 14,933,758

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Average tangible assets $ 19,976,896 $ 15,658,723 $ 14,397,331 $ 16,321,553 $ 14,117,813

Return on average assets (ROA) 0.89 % 0.81 % 0.80 % 0.81 % 0.71 %

Impact of removing average intangible assets and related amortization 0.17 0.18 0.19 0.17 0.19

Return on average tangible assets (ROTA) 1.06 0.99 0.99 0.98 0.91

ROA 0.64 % 0.88 % 0.89 % 0.84 % 0.81 %

Impact of other adjustments for adjusted net income 0.25 0.21 0.17 0.14 0.08

Adjusted return on average tangible assets 1.24 % 0.98 % 1.04 % 1.06 % 1.12 %

Fourth Third Fourth Full Year

(In thousands except per share data) 2024 2024 2023 2024 2023

Adjusted ROA 0.89 1.09 1.06 0.98 0.89

ROE 4.99 6.17 6.16 6.07 5.62

Impact of other adjustments for Adjusted Net Income 1.96 1.47 1.16 1.03 0.54

Adjusted ROE 6.95 % 7.64 % 7.32 % 7.10 % 6.16 %

Average shareholders’ equity $ 2,724,208 $ 2,345,233 $ 2,203,052 $ 2,385,449 $ 2,152,061

Average convertible preferred stock 343,125 — — 86,487 —

Less average goodwill and intangible assets (1,226,495) (827,294) (806,710) (913,906) (815,945)

Average tangible equity $ 1,840,838 $ 1,517,939 $ 1,396,342 $ 1,558,030 $ 1,336,116

Return on average shareholders’ equity 6.16 % 5.62 % 5.69 % 5.62 % 5.14 %

Impact of removing average intangible assets and related amortization 4.74 4.69 5.53 4.77 5.24

Return on average tangible common equity (ROTCE) 10.90 10.31 11.22 10.39 10.38

ROE 4.99 % 6.17 % 6.16 % 6.07 % 5.62 %

Impact of adding convertible preferred stock and removing average intangible assets and related amortization 4.06 4.53 4.74 4.51 4.77

ROTE 9.05 10.70 10.90 10.58 10.39

Impact of other adjustments for adjusted net income 2.91 2.28 1.84 1.58 0.86

Adjusted return on average tangible common equity 12.74 % 10.27 % 11.80 % 11.25 % 12.80 %

Adjusted ROTE 11.96 % 12.98 % 12.74 % 12.16 % 11.25 %

Fourth Third Fourth Full Year

(In thousands except per share data) 2025 2025 2024 2025 2024

Loan interest income 1

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$ 57,852 $ 36,029 $ 26,986 $ 155,823 $ 99,620

Fully taxable equivalent adjustment to securities (7) (8) (13) (29) (83)

Securities interest income excluding fully taxable equivalent adjustment $ 26,979 $ 25,997 $ 21,438 $ 99,591 $ 83,281

FTE adjustment to securities (1,114) (10) (7) (1,139) (29)

Securities interest income excluding FTE adjustment 1

56,738 36,019 26,979 154,684 99,591

Loan interest income 1

187,910 162,341 152,303 658,728 598,411

Fully taxable equivalent adjustment to loans (304) (302) (203) (1,045) (720)

Loan interest income excluding fully taxable equivalent adjustment $ 151,999 $ 150,980 $ 147,801 $ 597,366 $ 581,105

FTE adjustment to loans (503) (428) (304) (1,693) (1,045)

Loan interest income excluding FTE adjustment 187,407 161,913 151,999 657,035 597,366

Net interest income 1

176,243 133,906 116,115 556,307 433,045

Fully taxable equivalent adjustments to securities (7) (8) (13) (29) (83)

Fully taxable equivalent adjustments to loans (304) (302) (203) (1,045) (720)

Net interest income excluding fully taxable equivalent adjustments $ 115,804 $ 106,665 $ 110,819 $ 431,971 $ 488,240

1 Includes severance, contract termination costs, disposition of branch premises and fixed assets, and other costs to effect the Company’s branch consolidation and other expense reduction strategies.

2 Beginning in 2024, amortization of intangibles is excluded from adjustments to noninterest expense;

prior periods have been updated to reflect the change.

3 On a fully taxable equivalent basis.

FTE adjustment to securities (1,114) (10) (7) (1,139) (29)

FTE adjustment to loans (503) (428) (304) (1,693) (1,045)

Net interest income excluding FTE adjustments $ 174,626 $ 133,468 $ 115,804 $ 553,475 $ 431,971

1 On an FTE basis.

All yields and rates have been computed using amortized cost.

Financial Condition

Total assets increased $596.1 million, or 4.1%, year-over-year to $15.2 billion at December 31, 2024, notably due to organic growth of loans and deposits.

Total assets increased $5.7 billion, or 37%, year-over-year to $20.8 billion at December 31, 2025, largely the result of bank acquisitions in the second half of 2025, which added $5.3 billion in assets.

Information related to yields, maturities, carrying values and fair value of the Company’s securities is set forth in “Note 3 - Securities” of the Company’s consolidated financial statements.

At December 31, 2024, the Company had $2.4 billion in securities available-for-sale, and $635.2 million in securities held-to-maturity.

The Company's total debt securities portfolio increased $340.0 million, or 12%, from December 31, 2023.

At December 31, 2025, the Company had $5.2 billion in securities AFS, and $586.2 million in HTM securities.

The Company's total debt securities portfolio increased $2.9 billion, or 101.0%, from December 31, 2024.

Throughout the first half of 2025, the Company made strategic securities purchases to deploy liquidity in advance of the Heartland and VBI acquisitions.

During the year ended December 31, 2025, there were $2.3 billion of debt securities purchased and $0.6 million in paydowns and maturities.

Debt securities with a fair value of $19.8 million were sold in 2025, resulting in $1.0 million in realized losses.

The Heartland acquisition added $357.9 million in securities, with $245.7 million sold shortly after the acquisition close.

The VBI acquisition added $2.5 billion in securities, with $1.5 billion sold shortly after the acquisition close.

With the VBI acquisition resulting in higher capital and lower dilution than originally modeled, along with constructive market conditions, in January 2026, the Company repositioned a portion of its AFS securities portfolio.

Securities with an average book yield of 1.9% were sold, resulting in a pre-tax loss of approximately $39.5 million impacting first quarter 2026 results.

The proceeds of approximately $277 million were reinvested in primarily agency mortgage-backed securities with an average taxable equivalent book yield of 4.8%.

During the year ended December 31, 2024, there were $993.9 million of debt securities purchased and $428.0 million in paydowns and maturities.

Debt securities with a fair value of $217.0 million were sold in 2024, resulting in $12.0 million in realized losses.

The Company took advantage of favorable market conditions to reposition a portion of its AFS portfolio and reinvest the proceeds in debt securities at higher yields.

During the year ended December 31, 2023, there were $100.9 million of debt securities purchased, $167.1 million acquired through the acquisition of Professional and $287.9 million in paydowns and maturities over the same period.

$82.9 million of securities were sold in 2023, with $2.9 million in realized losses.

Debt securities generally return principal and interest monthly.

The modified duration of the available-for-sale securities portfolio and the total portfolio was 4.7 and 4.9, respectively, at December 31, 2024, compared to 4.5 and 4.9, respectively, at December 31, 2023.

At December 31, 2024, available-for-sale securities had gross unrealized losses of $211.3 million and gross unrealized gains of $3.5 million, compared to gross unrealized losses of $217.7 million and gross unrealized gains of $4.4 million at December 31, 2023.

The modified duration of the AFS securities portfolio and the total portfolio was 5.1 and 5.2, respectively, at December 31, 2025, compared to 4.7 and 4.9, respectively, at December 31, 2024.

At December 31, 2025, AFS securities had gross unrealized losses of $150.4 million and gross unrealized gains of $48.7 million, compared to gross unrealized losses of $211.3 million and gross unrealized gains of $3.5 million at December 31, 2024.

The credit quality of the Company’s securities holdings is primarily investment grade.

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government sponsored entities totaled $4.6 billion, or 80%, of the total portfolio at December 31, 2025.

The portfolio includes $129.5 million, with a fair value of $121.2 million, in private label residential and commercial mortgage-backed securities and collateralized mortgage obligations.

Included are $119.8 million, with a fair value of $111.8 million, in private label residential securities with weighted-average credit support of 22%.

The portfolio includes $131.8 million, with a fair value of $127.4 million, in private label residential mortgage-backed securities and collateralized mortgage obligations with weighted-average credit support of 16%.

The collateral underlying these mortgage investments includes both fixed-rate and adjustable-rate residential mortgage loans.

Commercial securities totaled $9.6 million, with a fair value of $9.4 million.

These securities have weighted-average credit support of 27%.

The collateral underlying these mortgages are primarily pooled multifamily loans.

The Company also has invested $278.3 million in floating rate collateralized loan obligations.

Collateralized loan obligations are special purpose vehicles that purchase first lien broadly syndicated corporate loans while providing support to senior tranche investors.

As of December 31, 2024, all of the Company's collateralized loan obligations were in AAA/AA tranches with weighted-average credit support of 36%.

The Company also has invested $423.9 million in floating rate CLOs.

CLOs are special purpose vehicles that purchase first lien broadly syndicated corporate loans while providing support to senior tranche investors.

As of December 31, 2025, all of the Company's CLOs were in AAA/AA tranches with weighted-average credit support of 38%.

The Company utilizes credit models with assumptions of loan level defaults, recoveries, and prepayments to evaluate each security for potential credit losses.

The result of this analysis did not indicate expected credit losses.

Held-to-maturity securities consist solely of mortgage-backed securities and collateralized mortgage obligations guaranteed by U.S.

HTM securities consist solely of mortgage-backed securities and collateralized mortgage obligations guaranteed by U.S.

government-sponsored entities, each of which is expected to recover any price depreciation over its holding period as the debt securities move to maturity.

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At December 31, 2025, the Company has determined that all debt securities in an unrealized loss position are the result of both broad investment type spreads and the current interest rate environment.

Management believes that each investment will recover any price depreciation over its holding period as the debt securities move to maturity, and management has the intent and ability to hold these investments to maturity.

Therefore, at December 31, 2024, no allowance for credit losses has been recorded.

Therefore, at December 31, 2025, no ACL has been recorded.

The maturity distribution of AFS securities is detailed in the following table.

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Private mortgage-backed securities and collateralized mortgage obligations — — 6,041 125,805 131,846

Collateralized loan obligations — 9,359 145,772 123,211 278,342

CLO — 12,902 47,570 363,392 423,864

Obligations of state and political subdivisions 1,485 500 6,305 328,127 336,417

Other debt securities 10,072 98,449 117,070 17,081 242,672

Total Available-For-Sale Debt Securities $ 14 $ 98,558 $ 218,834 $ 2,116,983 $ 2,434,389

Total AFS Debt Securities $ 54,231 $ 211,837 $ 409,991 $ 4,590,235 $ 5,266,294

Treasury securities and obligations of U.S.

5 unchanged sentences

Private mortgage-backed securities and collateralized mortgage obligations — — 6,058 121,339 127,397

Collateralized loan obligations — 9,369 145,894 123,701 278,964

CLO — 12,940 47,615 363,433 423,988

Obligations of state and political subdivisions 1,485 463 5,266 327,334 334,548

Other debt securities 10,078 98,525 116,655 17,259 242,517

Total Available-For-Sale Debt Securities $ 14 $ 95,338 $ 215,317 $ 1,915,874 $ 2,226,543

Total AFS Debt Securities $ 54,060 $ 211,153 $ 409,281 $ 4,490,073 $ 5,164,567

Weighted Average Yield 1

6 unchanged sentences

Private mortgage-backed securities and collateralized mortgage obligations — — 7.21 3.14 3.32

Collateralized loan obligations — 6.37 6.45 6.17 6.32

CLO — 5.65 5.60 3.27 3.60

Obligations of state and political subdivisions 2.95 1.55 2.01 4.26 4.21

Other debt securities 3.99 4.43 5.32 5.99 4.52

Total Available-For-Sale Debt Securities 3.65 % 3.64 % 5.74 % 3.75 % 3.93 %

Total AFS Debt Securities 3.61 % 4.29 % 4.71 % 4.24 % 4.28 %

1 All yields and rates have been computed using amortized costs.

9 unchanged sentences

government-sponsored entities — 65,909 21,338 — 87,247

Total Held-to-Maturity Debt Securities $ — $ 54,414 $ 28,092 $ 552,680 $ 635,186

Total HTM Debt Securities $ — $ 65,909 $ 21,338 $ 498,931 $ 586,178

Residential mortgage-backed securities and collateralized mortgage obligations of U.S.

2 unchanged sentences

government-sponsored entities — 62,818 18,507 — 81,325

Total Held-to-Maturity Debt Securities $ — $ 50,102 $ 23,962 $ 433,530 $ 507,594

Total HTM Debt Securities $ — $ 62,818 $ 18,507 $ 408,235 $ 489,560

Weighted Average Yield 1

3 unchanged sentences

government-sponsored entities — 2.40 1.86 — 2.27

Total Held-to-Maturity Debt Securities — % 2.55 % 1.90 % 1.88 % 1.94 %

Total HTM Debt Securities — % 2.40 % 1.86 % 1.85 % 1.91 %

1 All yields and rates have been computed using amortized costs.

Loan Portfolio

Loans, net of unearned income and excluding the ACL, were $12.6 billion at December 31, 2025, an increase of $2.3 billion, or 22.6% , from December 31, 2024.

In 2025, the Company acquired $157.0 million and $1.3 billion in loans from Heartland and VBI, respectively.

The Company also grew loans through new originations, reporting 9% organic growth in 2025.

The Company remains committed to sound risk management procedures.

2 unchanged sentences

Lending policies contain guardrails that pertain to lending by type of collateral and purpose, along with limits regarding loan concentrations and the principal amount of loans.

The Company's exposure to commercial real estate lending remains well below regulatory limits (see “Loan Concentrations”).

The following table details loan portfolio composition at December 31, 2024 and 2023 for portfolio loans, purchased credit deteriorated loans and loans purchased which are not considered credit deteriorated (“Non-PCD”) as defined in “Note 4 - Loans.”

The Company's exposure to CRE lending remains well below regulatory limits (see “Loan Concentrations”).

The following tables detail loan portfolio composition at December 31, 2025 and 2024 for portfolio loans, PCD loans, and loans purchased which are not considered credit deteriorated (“Non-PCD”) as defined in “Note 4 - Loans.”

December 31, 2025

2 unchanged sentences

Construction and land development $ 579,141 $ 141,326 $ 3,463 $ 723,930 6 %

Commercial real estate - owner occupied 1,177,538 477,459 31,632 1,686,629 16 %

Commercial real estate - non-owner occupied 2,243,056 1,156,849 103,903 3,503,808 34 %

CRE - owner occupied 1,505,798 509,118 28,709 2,043,625 16 %

CRE - non-owner occupied 2,911,189 1,193,351 150,452 4,254,992 34 %

Residential real estate 2,101,868 963,836 33,155 3,098,859 25 %

6 unchanged sentences

Construction and land development $ 568,148 $ 79,370 $ 535 $ 648,053 6 %

Commercial real estate - owner occupied 1,079,633 552,627 38,021 1,670,281 17 %

Commercial real estate - non-owner occupied 1,844,588 1,323,222 152,080 3,319,890 33 %

CRE - owner occupied 1,177,538 477,459 31,632 1,686,629 16 %

CRE - non-owner occupied 2,243,056 1,156,849 103,903 3,503,808 34 %

Residential real estate 1,882,955 719,589 14,241 2,616,785 26 %

2 unchanged sentences

Totals $ 7,452,172 $ 2,669,695 $ 178,083 $ 10,299,950 100 %

Loans, net of unearned income and excluding the allowance for credit losses, were $10.3 billion at December 31, 2024, an increase of $237.0 million, or 2.4%, compared to December 31, 2023.

The amortized cost basis of loans at December 31, 2025, and 2024 included net deferred costs of $46.3 million and $43.9 million, respectively.

1 unchanged sentence

The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis.

Construction and land development loans decreased $119.6 million, or 15.6%, totaling $648.1 million at December 31, 2024, compared to December 31, 2023.

Construction and land development loans increased $75.9 million, or 11.7%, totaling $723.9 million at December 31, 2025, compared to December 31, 2024.

These loans, extended to both commercial and consumer customers, are collateralized by and for the purpose of funding land development and construction projects.

Repayment is from the proceeds of the sale, refinancing or permanent financing of the property.

In 2023, the Company acquired $151.0 million in construction and land development

loans from Professional, and pay downs and conversion of acquired and originated loans to permanent is contributing to the decrease year-over-year.

Commercial real estate owner occupied loans totaled $1.7 billion at December 31, 2024, an increase of $16.3 million, or 1% compared to December 31, 2023.

Commercial real estate 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.

In 2025, the Company acquired $7.6 million and $102.1 million in Construction and land development loans from Heartland and VBI, respectively.

CRE owner occupied loans totaled $2.0 billion at December 31, 2025, an increase of $357.0 million, or 21% compared to December 31, 2024.

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.

Commercial real estate non-owner occupied loans increased $183.9 million, or 6%, totaling $3.5 billion at December 31, 2024, compared to $3.3 billion December 31, 2023.

In 2025, the Company acquired $31.5 million and $93.3 million in CRE owner occupied loans from Heartland and VBI, respectively.

CRE non-owner occupied loans increased $751.2 million, or 21%, totaling $4.3 billion at December 31, 2025, compared to December 31, 2024.

Non-owner occupied CRE loans are collateralized by properties where the source of repayment is typically from the sale or lease of the property.

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This segment targets grocery or credit tenant-anchored shopping plazas, single credit tenant retail buildings, smaller outparcels, and other small retail units.

The second-largest segment in the non-owner occupied CRE portfolio is office properties, which totaled $568.3 million at December 31, 2024, with an average loan size of $1.7 million.

This segment targets low to mid-rise suburban offices and is broadly diversified across many types of professional services, with limited exposure to central business districts.

Other non-owner occupied CRE loans include $439.1 million in loans collateralized by industrial or warehouse properties, $375.7 million collateralized by multi-family residential properties, $336.2 million collateralized by hotels or motels, and $597.5 million collateralized by other property types, including restaurants, schools and recreation centers.

The second-largest segment in the non-owner occupied CRE portfolio is industrial or warehouse properties, which totaled $825.1 million at December 31, 2025, with an average loan size of $3.0 million, reflecting continued demand for logistics, distribution, and manufacturing space.

The next largest segment in the non-owner occupied CRE portfolio is multi-family residential properties, which totaled $551.6 million at December 31, 2025, with an average loan size of $3.1 million.

This segment consists primarily of stabilized, income-producing apartment properties.

Other non-owner occupied CRE include $535.6 million collateralized by office properties, $326.7 million collateralized by hotels or motels, and $651.8 million collateralized by other property types, including restaurants, schools and recreation centers.

In 2025, the Company acquired $40.2 million and $361.7 million in CRE non-owner occupied loans from Heartland and VBI, respectively.

Residential real estate loans increased $482.1 million, or 18%, year-over-year to $3.1 billion as of December 31, 2025.

Included in the balance as of December 31, 2024 were $1.0 billion of fixed rate mortgages, $970.2 million of ARMs, and $614.7 million in home equity loans and HELOCs, compared to $1.0 billion, $865.2 million and $488.2 million, respectively, as of December 31, 2023.

Substantially all residential mortgage originations have been underwritten to conventional loan agency standards, including loans having balances that exceed agency value limitations.

The average LTV of our HELOC portfolio is 64% with 31% of the portfolio being in the first lien position at December 31, 2024, compared to an average LTV of 63% with 35% of the portfolio being in the first lien position at December 31, 2023.

Included in the balance as of December 31, 2025 were $1.3 billion of fixed rate mortgages, $1.1 billion of ARMs, and $743.2 million in home equity loans and HELOCs, compared to $1.0 billion, $970.2 million, and $614.7 million, respectively, at December 31, 2024.

Substantially all residential mortgage originations have been underwritten to conventional loan agency standards, including loan balances that exceed agency value limitations.

The average LTV of our HELOC portfolio is 58% with 35% of the loans being in first lien position at December 31, 2025, compared to an average LTV of 64% with 31% of the portfolio being in the first lien position at December 31, 2024.

In 2025, the Company acquired $53.0 million and $365.9 million in Residential real estate loans from Heartland and VBI, respectively.

Commercial and financial loans increased year-over-year by $669.6 million, or 41%, totaling $2.3 billion at December 31, 2025.

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This talent is onboarding significant new relationships, resulting in increased loan production.

The Company also provides consumer loans, which include installment loans, auto loans, marine loans and other consumer loans, which decreased $58.2 million, or 23%, year-over-year to a total of $193.3 million at December 31, 2024, compared to $251.6 million at December 31, 2023.

The decrease is partly due to the transfer to held-for-sale of $20.0 million in consumer loans previously acquired through bank acquisitions.

In 2025, the Company acquired $21.1 million and $335.8 million in Commercial and financial loans from Heartland and VBI, respectively.

The Company also provides consumer loans, which include installment loans, auto loans, marine loans, and other consumer loans, which decreased $7.7 million, or 4%, year-over-year to a total of $185.6 million at December 31, 2025, compared to December 31, 2024.

In 2026, the Company expects continued organic loan growth at a rate in the high single digits.

Commercial production has continued to grow with the addition of talented bankers in recent years and the expansion of the brand into new markets.

In addition, residential mortgage capabilities and opportunities through the acquisition of VBI create flexibility in adding both saleable and portfolio production.

The Company's low loan-to-deposit ratio provides significant capacity for growth, while maintaining its disciplined credit strategy.

At December 31, 2025, the Company had unfunded commitments to extend credit of $3.5 billion, compared to $2.9 billion at December 31, 2024 (see “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk” to the Company’s consolidated financial statements).

Loan production and late-stage pipelines (loans in underwriting and approval or approved and not yet closed) are detailed in the following table for the periods specified:

For the Year Ended December 31,

(In thousands) 2024 2023

Commercial/commercial real estate loan pipeline at period end $ 605,357 $ 306,531

Commercial/commercial real estate loans closed 1,877,150 1,055,889

SBA pipeline at period end $ 28,793 $ 20,600

SBA originations 82,392 48,914

Residential pipeline - saleable at period end $ 6,727 $ 2,657

Residential loans - sold 71,686 66,252

Residential pipeline - portfolio at period end $ 35,068 $ 44,422

Residential loans - retained 245,289 260,500

Consumer pipeline at period end $ 17,384 $ 18,745

Consumer originations 215,964 346,164

Commercial and commercial real estate originations in 2024 totaled $1.9 billion, compared to $1.1 billion in 2023.

Higher originations are the result of investments made in recent years to attract commercial banking talent.

This talent is onboarding significant new relationships, resulting in increased loan production.

Commercial and commercial real estate pipelines were $605.4 million as of December 31, 2024, an increase of 97% from $306.5 million at December 31, 2023.

SBA originations totaled $82.4 million in 2024, an increase of $33.5 million, or 68%, from 2023 .

The SBA pipeline increased 40% to $28.8 million at December 31, 2024 from $20.6 million at December 31, 2023 .

Residential loans originated for sale in the secondary market totaled $71.7 million in 2024, an increase of 8% compared to $66.3 million in 2023.

Residential saleable pipelines were $6.7 million as of December 31, 2024, compared to $2.7 million as of December 31, 2023.

Residential loan production retained in the portfolio for 2024 was $245.3 million, compared to $260.5 million in 2023.

The pipeline of residential loans intended to be retained in the portfolio was $35.1 million as of December 31, 2024, compared to $44.4 million as of December 31, 2023.

Consumer originations, which includes HELOCs, totaled $216.0 million during 2024, compared to $346.2 million during 2023, reflecting a decrease of $130.2 million, or 38%.

The consumer pipeline was $17.4 million as of December 31, 2024, compared to $18.7 million as of December 31, 2023.

The following table presents loans by maturity, separately presenting fixed rate loans from those with floating or adjustable rates.

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Construction and Land Development $ 139,184 $ 256,961 $ 29,635 $ 112,219 $ 30,047 $ 144,422 $ 11,462 $ 723,930

Commercial Real Estate - Owner Occupied 94,530 152,191 533,475 269,987 554,197 72,144 10,105 1,686,629

Commercial Real Estate - Non-owner Occupied 292,888 898,941 1,140,652 723,150 413,479 32,175 2,523 3,503,808

CRE - Owner Occupied 135,936 214,617 651,925 304,456 602,151 127,489 7,051 2,043,625

CRE - Non-owner Occupied 496,971 1,284,565 1,166,911 667,195 333,628 300,615 5,107 4,254,992

Residential Real Estate 57,839 36,023 17,848 434,713 155,487 1,215,311 1,181,638 3,098,859

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Loan Concentrations

The Company has developed prudent guardrails to manage loan types that are most impacted by stressed market conditions in order to minimize credit risk concentration to capital.

Outstanding balances for commercial and commercial real estate loan relationships greater than $10 million totaled $2.7 billion, representing 26% of the total portfolio at December 31, 2024, compared to $2.3 billion, or 23%, at December 31, 2023.

The Company’s ten largest commercial and commercial real estate funded and unfunded relationships at December 31, 2024 aggregated to $547.5 million, of which $433.0 million was funded, compared to $505.7 million at December 31, 2023, of which $348.3 million was funded.

Concentrations in total construction and land development loans and total commercial real estate loans are maintained well below regulatory limits.

Construction and land development and commercial real estate loan concentrations as a percentage of subsidiary bank total risk-based capital, were 38% and 237%, respectively, at December 31, 2024, compared to 48% and 244% as of December 31, 2023.

The Company has developed guardrails to manage loan types that are most impacted by stressed market conditions to minimize credit risk concentration to capital.

Outstanding balances for commercial and CRE loan relationships greater than $10 million totaled $3.5 billion, representing 28% of the total portfolio at December 31, 2025, compared to $2.7 billion, or 26%, at December 31, 2024.

The Company’s ten largest commercial and CRE funded and unfunded relationships at December 31, 2025 aggregated to $607.4 million, of which $518.4 million was funded, compared to $547.5 million at December 31, 2024, of which $433.0 million was funded.

Concentrations in construction and land development loans and CRE loans are maintained well below regulatory guidelines.

Construction and land development and CRE loan concentrations as a percentage of subsidiary bank total risk-based capital were 34% and 227%, respectively, at December 31, 2025, compared to 38% and 237% as of December 31, 2024.

Regulatory guidance suggests limits of 100% and 300%, respectively.

On a consolidated basis, construction and land development and commercial real estate loans represent 36% and 224%, respectively, of total consolidated risk-based capital.

To determine these ratios, the Company defines commercial real estate in accordance with the guidance on “Concentrations in Commercial Real Estate Lending” (the “Guidance”) issued by the federal bank regulatory agencies in 2006 (and reinforced in 2015), which defines commercial real estate loans as exposures secured by land development and construction, including 1-4 family residential construction, multifamily property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (i.e.

loans for which 50 percent or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property.

Loans to real estate investment trusts and unsecured loans to developers that closely correlate to the inherent risks in commercial real estate markets would also be considered commercial real estate loans under the Guidance.

Loans on owner-occupied commercial real estate are generally excluded.

On a consolidated basis, construction and land development and CRE loans represent 32% and 216%, respectively, of total consolidated risk-based capital as of December 31, 2025, compared to 36% and 224%, respectively, at December 31, 2024.

To determine these ratios, the Company defines CRE in accordance with the Guidance issued by the federal bank regulatory agencies in 2006 (and reinforced in 2015), which defines CRE loans as exposures secured by land development and construction, including 1-4 family residential construction, multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (i.e., loans for which 50 percent or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property.

Loans to REITs and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the Guidance.

Loans on owner-occupied CRE are generally excluded.

In addition, the Company is subject to a geographic concentration of credit because it primarily operates in Florida.

Nonperforming Loans, Troubled Borrower Modifications, Other Real Estate Owned, and Credit Quality

Nonperforming assets at December 31, 2024 totaled $98.9 million, an increase of $26.2 million, or 36%, compared to 2023, and were comprised of $92.4 million of nonaccrual loans, and $6.4 million of OREO, including $5.5 million of branches taken out of service.

As of December 31, 2023, nonperforming assets included nonaccrual loans of $65.1 million and OREO of $7.6 million including $7.3 million of branches taken out of service.

Approximately 69% of nonaccrual loans were secured with real estate at December 31, 2024.

Nonperforming loans to total loans outstanding at December 31, 2024 increased to 0.90% from 0.65% at December 31, 2023.

NPAs to total assets at December 31, 2024 increased to 0.65% from 0.50% at December 31,

Nonperforming Loans, TBMs, OREO, and Credit Quality

NPAs at December 31, 2025 totaled $76.3 million, a decrease of $22.6 million, or 23%, compared to 2024, and were comprised of $72.0 million of nonaccrual loans, and $4.3 million of OREO, including $3.4 million of branches taken out of service.

As of December 31, 2024, NPAs included nonaccrual loans of $92.4 million and OREO of $6.4 million including $5.5 million of branches taken out of service.

Approximately 81% of nonaccrual loans were secured with real estate at December 31, 2025, compared to 69% at December 31, 2024.

Nonperforming loans to total loans outstanding at December 31, 2025 decreased to 0.57% from 0.90% at December 31, 2024.

NPAs to total assets at December 31, 2025 decreased to 0.37% from 0.65% at December 31, 2024.

A significant portion of nonaccrual loans have collateral values well in excess of balances outstanding, and therefore, no loss is expected.

The table below sets forth details related to nonaccrual loans.

The tables below set forth details related to nonaccrual loans.

December 31, 2025

Nonaccrual Loans

(In thousands) Non-Current Current Total

(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans

Construction & land development $ 4,207 $ 1,812 $ 6,019

Commercial real estate - owner occupied 3,977 4,763 8,740

Commercial real estate - non-owner occupied 5,544 24,338 29,882

CRE - owner occupied 15,546 5,120 20,666

CRE - non-owner occupied 18,202 1,173 19,375

Residential real estate 1,448 10,654 12,102

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December 31, 2024

Nonaccrual Loans

(In thousands) Non-Current Current Total

(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans

Construction & land development $ 492 $ 660 $ 1,152

Commercial real estate - owner occupied 5,234 4,450 9,684

Commercial real estate - non-owner occupied 4,179 4,556 8,735

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

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Total loans $ 44,144 $ 48,302 $ 92,446

(In thousands, except percentages) 2024 2023

Ratio of total nonperforming assets to loans outstanding and other real estate owned at end of period 0.96 % 0.72 %

In accordance with regulatory reporting requirements, loans are placed on nonaccrual following the Retail Classification of Loan interagency guidance.

The accrual of interest is generally discontinued on loans that become 90 days past due as to principal or interest unless collection of both principal and interest is assured by way of collateralization, guarantees or other security.

Consumer loans that become 120 days past due are generally charged off.

The loan carrying value is analyzed and any changes are appropriately made quarterly, as described above.

In certain circumstances, the Company provides modifications of loans to borrowers experiencing financial difficulty, which the Company refers to as TBMs.

As of December 31, 2025 and December 31, 2024, the Company had TBM loans with an amortized cost of $15.4 million and $11.6 million, respectively.

Loans that were modified as TBMs during the twelve months ended December 31, 2025 are included in “Note 4 - Loans”.

Ratio of total NPAs to loans outstanding and OREO at end of period 0.60 % 0.96 %

Ratio of total nonaccrual loans to loans outstanding at end of period 0.57 0.90

Ratio of allowance for credit losses on loans to total nonaccrual loans 149 229

Ratio of ACL on loans to total nonaccrual loans 248 % 149 %

The Company recognized interest income of $4.0 million and $1.3 million on nonaccrual loans during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and December 31, 2023, the Company had troubled borrower modification loans with an amortized cost of $11.6 million and $17.5 million, respectively.

Allowance for Credit Losses on Loans

Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans.

The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and

supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

Net charge-offs for 2025 were $13.6 million, or 0.12% of average loans, compared to $27.1 million, or 0.27%, for 2024.

The ratio of allowance to total loans decreased to 1.34% at December 31, 2024 from 1.48% at December 31, 2023.

Activity in the allowance for credit losses is summarized as follows:

The ratio of allowance to total loans increased to 1.42% at December 31, 2025 from 1.34% at December 31, 2024, with the increase attributed to higher coverage on acquired VBI loans.

Activity in the ACL is summarized as follows:

For the Year Ended December 31, 2025

(In thousands) Beginning

Balance Provision

Balance Allowance on PCD Loans Acquired During the Period Provision

Losses Charge-

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Construction and land development $ 7,252 $ 46 $ 2,583 $ (156) $ 15 $ 9,740 6 %

Commercial real estate - owner occupied 5,529 6,629 (341) 8 11,825 9

Commercial real estate - non-owner occupied 48,288 (3,096) (1,485) 159 43,866 32

CRE - owner occupied 11,825 190 5,137 (728) 104 16,528 9

CRE - non-owner occupied 43,866 1,477 8,727 (420) 2,493 56,143 31

Residential real estate 39,168 743 11,583 (410) 213 51,297 29

4 unchanged sentences

(In thousands) Beginning

Balance Allowance on PCD Loans Acquired During the Period Provision

Balance Provision

Losses Charge-

2 unchanged sentences

Construction and land development $ 8,637 $ (1,404) $ (1) $ 20 $ 7,252 5 %

Commercial real estate - owner-occupied 6,051 139 (663) — 2 5,529 4

Commercial real estate - non owner-occupied 43,258 647 4,315 (120) 188 48,288 32

CRE - owner occupied 5,529 6,629 (341) 8 11,825 9

CRE - non-owner occupied 48,288 (3,096) (1,485) 159 43,866 32

Residential real estate 39,016 (150) (134) 436 39,168 28

6 unchanged sentences

$ 11,035,340 $ 10,096,189 $ 9,889,070

Ratio of allowance for credit losses on loans to loans outstanding at end of year 1.34 % 1.48 % 1.40 %

Ratio of ACL on loans to loans outstanding at end of year 1.42 % 1.34 % 1.48 %

Ratio of net charge-offs (recoveries) to average loans outstanding

Construction and land development — % — % — %

Commercial real estate - owner occupied — — —

Commercial real estate - non-owner occupied 0.02 — —

CRE - owner occupied 0.01 — —

CRE - non-owner occupied (0.02) 0.02 —

Residential real estate — — —

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Liquidity planning and management are necessary to ensure the ability to fund operations cost effectively and to meet current and future potential obligations such as loan commitments and unexpected deposit outflows.

Funding sources include primarily customer-based deposits, collateral-backed borrowings, brokered deposits, cash flows from operations, cash flows from the loan and investment portfolios and asset sales, primarily secondary marketing for residential real estate mortgages.

Cash flows from operations are a significant component of liquidity risk management and the Company

considers both deposit maturities and the scheduled cash flows from loan and investment maturities and payments when managing risk.

Funding sources primarily include customer-based deposits, collateral-backed borrowings, brokered deposits, cash flows from operations, cash flows from the loan and investment portfolios and asset sales, primarily secondary marketing for residential real estate mortgages.

Cash flows from operations are a significant component of liquidity risk management and the Company considers both deposit maturities and the scheduled cash flows from loan and investment maturities and payments when managing risk.

Cash and cash equivalents, including interest-bearing deposits, totaled $388.5 million at December 31, 2025, compared to $476.6 million at December 31, 2024.

In addition to $388.5 million in cash and cash equivalents at December 31, 2025, the Company had $7.6 billion in available borrowing capacity, including $3.4 billion in available collateralized lines of credit, $3.8 billion of unpledged debt securities available as collateral for potential additional borrowings, and available unsecured lines of credit of $348.0 million.

The Company may also access funding by acquiring brokered deposits.

Brokered deposits at December 31, 2025 totaled $120.9 million compared to $293.6 million at December 31, 2024.

Deposits are a primary source of liquidity.

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The Company has liquidity sources as discussed below, including cash and lines of credit with the FRB and FHLB, that represent 132% of uninsured deposits, and 157% of uninsured and uncollateralized deposits.

In addition to $476.6 million in cash and cash equivalents at December 31, 2024, the Company had $5.7 billion in available borrowing capacity, including $4.0 billion in available collateralized lines of credit, $1.3 billion of unpledged debt securities available as collateral for potential additional borrowings, and available unsecured lines of credit of $348.0 million.

The Company may also access funding by acquiring brokered deposits.

Brokered deposits at December 31, 2024 totaled $293.6 million compared to $122.3 million at December 31, 2023.

Contractual maturities for assets and liabilities are reviewed to meet current and expected future liquidity requirements.

Sources of liquidity are maintained through a portfolio of high quality marketable assets, such as residential mortgage loans, debt securities available-for-sale and interest-bearing deposits.

Sources of liquidity are maintained through a portfolio of high-quality marketable assets, such as residential mortgage loans, debt securities AFS, and interest-bearing deposits.

The Company is also able to provide short-term financing of its activities by selling, under an agreement to repurchase, United States Treasury and Government agency debt securities not pledged to secure public deposits or trust funds.

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Total $ 17,660,991 $ 17,232,014 $ 256,992 $ 41,332 $ 130,653

1 Callable advance structure which, as of December 31, 2024, may be called at three month intervals with a maturity of up to five years.

1 Includes $495.0 million of callable advance structures which, as of December 31, 2025, are callable at three month intervals and have maturities of up to five years.

Deposits and Borrowings

The following table details the Company's customer relationship funding as of:

(In thousands, except percentages) 2024 2023

(In thousands) 2025 2024

Noninterest demand $ 3,897,985 $ 3,352,372

8 unchanged sentences

$ 16,524,481 $ 12,180,860

Noninterest demand deposit mix 27 % 30 %

1 Total deposits and securities sold under agreements to repurchase, excluding brokered deposits.

1 unchanged sentence

The Company benefits from a diverse and granular deposit base that serves as a significant source of strength.

Total deposits increased $465.5 million, or 4%, to $12.2 billion at December 31, 2024 compared to December 31, 2023.

Noninterest demand deposits represented 27% of total deposits at December 31, 2024 compared to 30% at December 31, 2023 primarily driven by the higher interest rate environment driving a mix shift to money market products.

Transaction account balances (noninterest demand and interest-bearing demand) represented 49% of total deposits at December 31, 2024, compared to 54% at December 31, 2023.

Total deposits increased $4.0 billion, or 33%, to $16.3 billion at December 31, 2025 compared to December 31, 2024.

This increase includes $4.2 billion in deposits from the Heartland and VBI acquisitions in the second half of 2025, partially offset by declines of $123 million in brokered deposits.

Based on current assumptions, in 2026 we expect organic deposit growth in the low to mid single digits.

Time deposits over $250,000 were $674.6 million and $549.9 million at December 31, 2025 and December 31, 2024, respectively.

The following table details the remaining maturities of time deposits of $250,000 and greater at December 31, 2024 and December 31, 2023:

The following table details the remaining maturities of time deposits greater than $250,000 at December 31, 2025 and December 31, 2024:

December 31, % of December 31, % of

(In thousands, except percentages) 2025 Total 2024 Total

Certificates of Deposit of $250,000 and Greater

Certificates of Deposit Greater Than $250,000

Maturity Group:

3 unchanged sentences

Over 12 months 5,141 1 4,405 1

Total Certificates of Deposit of $250,000 and Greater $ 549,934 100% $ 550,262 100%

Customer repurchase agreements totaled $232.1 million at December 31, 2024, decreasing $142.5 million, or 38%, from December 31, 2023.

Total Certificates of Deposit Greater Than $250,000 $ 674,553 100% $ 549,934 100%

Customer repurchase agreements totaled $389.0 million at December 31, 2025, increasing $156.9 million, or 68%, from December 31, 2024, which is primarily a result of the VBI acquisition.

Repurchase agreements are offered by Seacoast to select customers who wish to sweep excess balances on a daily basis for investment purposes.

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The Company believes that its trust preferred securities qualify under these capital rules.

In 2022, the Company acquired $12.3 million in senior debt through the acquisition of Apollo.

Contractual interest is paid on a semiannual basis at a fixed rate of 5.50% until October 30, 2025, at which point the rate converts to a floating rate of 3-month SOFR plus 533 basis points until maturity in 2030.

The debt was recorded at fair value, resulting in a $0.4 million premium that is being amortized into interest expense over the remaining term to maturity.

In 2023, the Company acquired $25.0 million in subordinated debt through the acquisition of Professional that qualifies as Tier 2 Capital.

In 2022, the Company acquired $12.3 million in senior notes through a bank acquisition, which bore interest at a fixed rate of 5.50%.

On October 30, 2025, this debt was fully redeemed, and the remaining $0.2 million unamortized premium was recorded as an adjustment to Interest Expense.

In 2023, the Company acquired $25.0 million in subordinated debt through a bank acquisition that qualifies as Tier 2 Capital.

Contractual interest is paid on a semiannual basis at a fixed interest rate of 3.375% until January 30, 2027, at which point the rate converts to a 3-month SOFR rate plus 203 basis points paid quarterly until maturity in 2032.

The debt was recorded at fair value, resulting in a $3.9 million discount that is being accreted into interest expense over the remaining term to maturity.

FHLB advances totaled $245.0 million at December 31, 2024 with a weighted-average interest rate of 4.19%, compared to $50.0 million at December 31, 2023 with an interest rate of 3.23%.

In 2025, the Company assumed a $17.8 million financing obligation recorded at fair value, through the acquisition of VBI, related to branch properties.

The $8.3 million premium is amortized over the 20‑year term using an effective interest rate of approximately 6.20%, with the resulting accretion recognized within Interest Expense.

FHLB advances totaled $835.0 million at December 31, 2025 with a weighted-average interest rate of 3.82%, compared to advances outstanding of $245.0 million at December 31, 2024 with a weighted-average interest rate of 4.19%.

The Company utilized short-term fixed-rate advances to fund securities purchases in 2025.

FHLB advances provide a flexible and collateralized source of wholesale funding.

See “Note 9 - Borrowings” to the Company's consolidated financial statements for more detailed information pertaining to borrowings.

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For loan commitments, the contractual amount of a commitment represents the maximum potential credit risk that could result if the entire commitment had been funded, the borrower had not performed according to the terms of the contract, and no collateral had been provided.

A large majority of loan commitments and standby letters of credit expire without being funded, and accordingly, total contractual amounts are not representative of our actual future credit exposure or liquidity requirements.

A large majority of loan commitments and standby letters of credit expire without being funded, and accordingly, total contractual amounts are not representative of actual future credit exposure or liquidity requirements.

Loan commitments and letters of credit expose the Company to credit risk in the event that the customer draws on the commitment and subsequently fails to perform under the terms of the lending agreement.

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A summary of the most restrictive items follows:

Seacoast Bank may be required to maintain reserve balances with the Federal Reserve Bank.

Seacoast Bank may be required to maintain reserve balances with the FRB.

There was no reserve requirement at December 31, 2025 or December 31, 2024.

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There were no loans made to affiliates during the periods ending December 31, 2025 and 2024.

Presentation of Common and Preferred Shares

In the acquisition of VBI on October 1, 2025, Seacoast issued to VBI shareholders a combination of cash, SBCF common shares, and SBCF Series A non-voting convertible preferred shares.

Each 1/1,000 th preferred share is convertible to one common share on the date a holder of preferred stock transfers such share of preferred stock to a non-affiliate of the holder.

The tables below present additional performance measures to include the treatment of preferred shares as common.

The Company believes a calculation presenting all convertible preferred shares as common provides useful supplemental information to the presentation of common share measures, as the Company anticipates they will be converted to common shares in the future.

Shares issued to VBI shareholders:

October 1, 2025

SBCF common shares 9,923,263

SBCF convertible preferred shares 11,250

SBCF common shares upon conversion of convertible preferred shares 11,250,000

Outstanding shares at December 31, 2025 treating all convertible preferred shares as common were as follows:

December 31, 2025

Common shares 97,927,843

Convertible preferred shares 11,250

Total common shares outstanding, treating all convertible preferred shares as common 109,177,843

Average common shares outstanding treating all convertible preferred shares as common were as follows:

Fourth Quarter

Average common shares - basic 96,816,460 88,275,748

Dilutive effect of employee restricted stock and stock options 944,688 829,953

Average common shares - diluted 97,761,148 89,105,701

Additional common shares, treating all convertible preferred shares as common 11,250,000 2,835,616

Average common shares - diluted, treating all convertible preferred shares

as common 109,011,148 91,941,317

Performance measures treating all convertible preferred shares as common were as follows:

(In thousands, except per share data) Fourth Quarter

Net Income $ 34,260 $ 144,878

Less preferred stock dividends (2,138) (2,138)

Net income available to common shareholders 32,122 142,740

Less allocation of earnings to preferred stock (1,429) (2,434)

Net income available to common shareholders after allocation of earnings

to preferred stock $ 30,693 $ 140,306

Net income available to common shareholders after allocation of earnings

to preferred stock $ 30,693 $ 140,306

Average common shares - diluted 97,761 89,106

Earnings per common share - diluted $ 0.31 $ 1.57

Net Income $ 34,260 $ 144,878

Average common shares - diluted, treating all convertible preferred shares

as common 109,011 91,941

Earnings per common share - diluted, treating all convertible preferred shares

$ 0.31 $ 1.58

1 Non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP.

Capital Resources and Management

The Company's equity capital at December 31, 2025 increased $529.4 million, or 24%, from December 31, 2024, to $2.7 billion.

Changes in equity included increases from net income of $121.0 million, partially offset by the issuance of cash dividends on common stock totaling $61.6 million.

The ratio of shareholders’ equity to period end total assets was 14.39% and 14.46% at December 31, 2024 and December 31, 2023, respectively.

The ratio of tangible shareholders’ equity to tangible assets was 9.60% and 9.31% at December 31, 2024 and December 31, 2023, respectively.

Activity in shareholders’ equity for the years ended December 31, 2024 and December 31, 2023 follows:

Changes in equity included increases from net income of $144.9 million, the issuance of $357.2 million in common stock in conjunction with bank acquisitions, and an increase in AOCI of $80.7 million primarily related to changes in value of AFS securities, partially offset by the issuance of cash dividends on common and preferred stock totaling $67.7 million.

In conjunction with a bank acquisition, the Company issued non-voting convertible preferred stock, and each 1/1,000 th of a share of preferred stock is convertible into one share of Seacoast common stock, subject to certain restrictions.

Holders of preferred stock are entitled to receive ratable dividends when dividends are concurrently declared and payable on the shares of Seacoast common stock.

See "Note 17 - Business Combinations," for further detail.

The convertible preferred stock at December 31, 2025 totaled $343.1 million.

Activity in shareholders’ equity for the years ended December 31, 2025 and December 31, 2024 were as follows:

For the Year Ended December 31,

(In thousands) 2025 2024

Beginning balance at January 1, 2024 and 2023

$ 2,108,086 $ 1,607,775

Balance at beginning of period $ 2,183,243 $ 2,108,086

Net income 144,878 120,986

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Common stock transactions related to stock-based employee benefit plans (1,353) 945

Issuance of common stock and conversion of options pursuant to acquisition — 421,042

Issuance of common stock pursuant to acquisitions 357,207 —

Repurchase of common stock — (880)

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(65,589) (61,649)

Change in accumulated other comprehensive income 2,011 28,155

Ending balance at December 31, 2024 and 2023

$ 2,183,243 $ 2,108,086

Dividends on preferred stock ($0.19 per share)

Change in AOCI 80,672 2,011

Balance at end of period $ 2,712,662 $ 2,183,243

At December 31, 2025, capital ratios for Seacoast and Seacoast Bank are well above regulatory requirements for well-capitalized institutions.

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The capital measures are not necessarily comparable to similar capital measures that may be presented by other companies and Seacoast does not nor should investors consider such non-GAAP financial measures in isolation from, or as a substitute for GAAP financial information (see “Note 13 - Regulatory Capital”).

(Consolidated) Seacoast

Bank Minimum to be

Well-Capitalized 1

Total Risk-Based Capital Ratio 16.18% 15.30% 10.00%

Tier 1 Capital Ratio 14.81 14.13 8.00

CET1 Ratio 14.15 14.13 6.50

Leverage Ratio 11.19 10.66 5.00

1 For subsidiary bank only.

The Company’s total risk-based capital ratio was 16.18% at December 31, 2024, an increase from 15.92% at December 31, 2023.

As of December 31, 2024, the Bank’s leverage ratio (Tier 1 capital to adjusted total assets) was 10.66%, compared to 10.32% at December 31, 2023, well above the minimum to be well-capitalized under regulatory guidelines.

The following table shows the components of regulatory capital to calculate regulatory capital ratios.

(In thousands, except percentages) 2024 2023

The following tables show the components of regulatory capital to calculate regulatory capital ratios.

(In thousands) 2025 2024

Common stock $ 9,873 $ 8,628

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72,018 24,355

Common equity tier 1 capital $ 1,561,325 $ 1,493,499

CET1 capital $ 1,631,436 $ 1,561,325

Convertible preferred stock 343,125 —

Qualifying trust preferred debt 72,769 72,488

Tier 1 capital $ 2,047,334 $ 1,633,819

Allowance for credit losses on loans 1 , as limited

ACL on loans 1 , as limited

176,795 129,465

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Risk-weighted assets $ 14,138,491 $ 11,032,279

CET1 ratio 14.15 % 13.87 %

Regulatory minimum 2

Tier 1 capital ratio 14.81 14.54

Regulatory minimum 2

Total capital ratio 16.18 15.92

Regulatory minimum 2

Tier 1 capital to adjusted total assets 11.19 11.00

Regulatory minimum 4.00 4.00

Shareholders' equity to assets 14.39 14.46

Average shareholders' equity to average total assets 14.41 13.85

Tangible shareholders' equity to tangible assets 9.60 9.31

1 Upon adoption of the CECL accounting standard in 2020, the Company elected, in accordance with interagency guidance, to delay the estimated impact on regulatory capital resulting from the implementation of CECL.

The guidance provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option).

As of December 31, 2024 and 2023, the adjustment to Tier 1 Capital was $6.2 million and $12.3 million, respectively, and the adjustment to Tier 2 Capital was $7.5 million and $15.1 million, respectively.

2 Excludes the Basel III capital conservation buffer of 2.5% which, if not exceeded, may constrain dividends, equity repurchases and compensation.

The transition period was completed during 2025 and no adjustments were made.

As of December 31, 2024, the adjustment to Tier 1 Capital and Tier 2 Capital was $6.2 million and $7.5 million, respectively.

For the Year Ended December 31, Minimum Regulatory Minimum to be

Well-Capitalized

Seacoast (Consolidated)

Total Risk-Based Capital Ratio 1

15.89% 16.18% 8.00% 10.00%

Tier 1 Capital Ratio 1

14.48 14.81 6.00 6.00

11.54 14.15 4.50 N/A

Leverage Ratio 10.16 11.19 4.00 N/A

Seacoast Bank

Total Risk-Based Capital Ratio 1

15.07 15.30 8.00 10.00

Tier 1 Capital Ratio 1

13.82 14.13 6.00 8.00

13.82 14.13 4.50 6.50

Leverage Ratio 9.69 10.66 4.00% 5.00%

1 Regulatory minimum ratios excludes the Basel III capital conservation buffer of 2.5% which, if not exceeded, may constrain dividends, equity repurchases and compensation.

The Company’s total risk-based capital ratio was 15.89% at December 31, 2025, a decrease from 16.18% at December 31, 2024.

As of December 31, 2025, the Bank’s leverage ratio (Tier 1 capital to adjusted total assets) was 9.69%, compared to 10.66% at December 31, 2024, well above the minimum to be well-capitalized under regulatory guidelines.

The Company and Seacoast Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums.

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The Company is a legal entity separate and distinct from Seacoast Bank and its other subsidiaries, and the Company’s primary source of cash and liquidity, other than securities offerings and borrowings, is dividends from its bank subsidiary.

Seacoast Bank can pay up to $188.9 million of dividends to the Company without OCC approval (see “Part I.

The OCC and the FRB have policies that encourage banks and bank holding companies to pay dividends from current earnings, and have the general authority to limit the dividends paid by national banks and bank holding companies, respectively, if such payment may be deemed to constitute an unsafe or unsound practice.

Without OCC approval, Seacoast Bank can pay $72.7 million of dividends to the Company (see “Part I.

The OCC and the FRB have policies that encourage banks and BHCs to pay dividends from current earnings, and have the general authority to limit the dividends paid by national banks and BHCs, respectively, if such payment may be deemed to constitute an unsafe or unsound practice.

If, in the particular circumstances, either of these federal regulators determined that the payment of dividends would constitute an unsafe or unsound banking practice, either the OCC or the FRB may, among other things, issue a cease and desist order prohibiting the payment of dividends by Seacoast Bank or us, respectively.

The Board of Directors of a bank holding company must consider different factors to ensure that its dividend level, if any, is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date 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, such as Seacoast, should consult with the FRB and eliminate, defer, or significantly reduce the bank holding company’s dividends if:

The board of directors of a BHC must consider different factors to ensure that its dividend level, if any, is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date 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, such as Seacoast, should consult with the FRB and eliminate, defer, or significantly reduce the BHC’s dividends if:

(i) 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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or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

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

The Company has paid quarterly dividends to the holders of its common stock since the second quarter of 2021 and began paying dividends on its convertible preferred stock upon issuance in the fourth quarter of 2025.

Whether the Company continues to pay quarterly dividends and the amount of any such dividends will be at the discretion of the Company's Board of Directors and will depend on the Company's earnings, financial condition, results of operations, business prospects, capital requirements, regulatory restrictions, and other factors that the Board of Directors may deem relevant.

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The following is a discussion of the critical accounting policies intended to facilitate a reader’s understanding of the judgments, estimates and assumptions underlying these accounting policies and the possible or likely events or uncertainties known to the Company that could have a material effect on reported financial information.

For more information regarding management’s

judgments relating to significant accounting policies and recent accounting pronouncements, see “Note 1 – Significant Accounting Policies” to the Company’s consolidated financial statements.

For more information regarding management’s judgments relating to significant accounting policies and recent accounting pronouncements, see “Note 1 – Significant Accounting Policies” to the Company’s consolidated financial statements.

Allowance for Credit Losses

The Allowance for Credit Losses (ACL) represents management’s best estimate of expected future credit losses related to the loan portfolio at the balance sheet date.

The ACL represents management’s best estimate of expected future credit losses related to the loan portfolio at the balance sheet date.

The estimate of the ACL requires significant judgment and is based on a variety of factors.

Economic forecast data is sourced from Moody’s Analytics, a firm widely recognized for its research, analysis, and economic forecasts.

Economic forecast data is sourced from Moody’s, a firm widely recognized for its research, analysis, and economic forecasts.

The forecast may utilize one scenario or a composite of scenarios based on management's judgment and expectations around the current and future macroeconomic outlook.

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Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

One of the most significant judgments in estimating the Allowance for credit losses relates to the macroeconomic forecasts.

One of the most significant judgments in estimating the ACL relates to the macroeconomic forecasts.

As of December 31, 2025, the Company utilized a blend of Moody’s most recent “U.S.

Macroeconomic Outlook Baseline” (Baseline), “Alternative Scenario 1 – Upside- 10th Percentile” (S1), and “Alternative Scenario 3 - Downside - 90th Percentile” (S3) scenarios.

The weighting applied in the December 31, 2024 analysis reflects an improvement in the economic outlook as compared to December 31, 2023, and considers the anticipated actions taken by the FRB with regard to monetary policy and interest rates and the potential impact of those actions.

The weighting applied in the December 31, 2025 analysis is consistent with the weighting applied at December 31, 2024.

The forecasted credit losses incorporate numerous macroeconomic variables, although specific variables have a greater impact on the outcome than others.

Specifically, changes in expectations indicated by the Commercial Real Estate Price Index have the most significant impact on the estimate of expected losses for commercial real estate non-owner-occupied loans and construction and land development loans, the housing price index is the economic forecast variable most significantly impacting the estimate of expected losses for residential loans, and the unemployment rate is a significant contributor to commercial and consumer loans.

Specifically, changes in expectations indicated by the CRE price index have the most significant impact on the estimate of expected losses for CRE non-owner occupied loans and construction and land development loans, the housing price index is the economic forecast variable most significantly impacting the estimate of expected losses for residential loans, and the unemployment rate is a significant contributor to commercial and consumer loans.

Management considers a range of macroeconomic forecast data in connection with the allowance estimation process.

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These influences may include elements such as changes in concentration, macroeconomic conditions, recent observable asset quality trends, staff turnover, regional market conditions, employment levels, model risk, and loan growth.

For additional information regarding the Company's methodology for calculating the Allowance for Credit Losses, see Note 1 – Significant Accounting Policies and Note 5 – Allowance for Credit Losses in the Notes to the Consolidated Financial Statements.

For additional information regarding the Company's methodology for calculating the ACL, see Note 1 – Significant Accounting Policies and Note 5 – Allowance for Credit Losses in the Notes to the Consolidated Financial Statements.

Acquisition Accounting and Purchased Loans

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Loans are identified as PCD when they have experienced more-than-insignificant deterioration in credit quality since origination.

allowance for expected credit losses on PCD loans is recorded at the date of acquisition through an adjustment to the loans’ amortized cost basis.

An allowance for expected credit losses on PCD loans is recorded at the date of acquisition through an adjustment to the loans’ amortized cost basis.

In contrast, expected credit losses on loans not considered PCD are recognized through the provision for credit losses at the date of acquisition.

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Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions.

The core deposit intangible, which is the majority of the remaining intangible asset balance, represents the excess intangible value of acquired deposit customer relationships.

Core deposit intangibles are amortized using an amortization method that reflects the expected value over time, and are evaluated for indications of potential impairment at least annually.

The CDI, which is the majority of the remaining intangible asset balance, represents the excess intangible value of acquired deposit customer relationships.

CDI assets are amortized using an amortization method that reflects the expected value over time, and are evaluated for indications of potential impairment at least annually.

Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis.

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Quantitative assessments are based on a discounted cash flow method.

Qualitative assessments consider a range of factors including:

rating downgrades, subordination, amortized loan-to-value, and the ability of the issuers to pay all amounts due in accordance with the contractual terms.

Qualitative assessments consider a range of factors including rating downgrades, subordination, amortized LTV, and the ability of the issuers to pay all amounts due in accordance with the contractual terms.

For AFS securities, if any portion of the decline in fair value is related to credit, the amount of allowance is determined as the portion related to credit, limited to the difference between the amortized cost basis and the fair value of the security.

If the Company has the intent to sell or believes it is more likely than not that it will be required to sell an impaired AFS security before recovery of the amortized cost basis, the credit loss is recorded as a direct write-down of the amortized cost basis.

Declines in the fair value of AFS securities that are not considered credit related are recognized in "Accumulated Other Comprehensive Income" on the Company’s Consolidated Balance Sheet.

Declines in the fair value of AFS securities that are not considered credit related are recognized in "AOCI" on the Company’s Consolidated Balance Sheet.

The Company enters into derivative contracts, including interest rate swaps, to meet the needs of customers who request such services and to manage the Company's interest rate risk.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis