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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-25 · 604 added, 527 removed, 1426 unchanged (44% of the section changed)

4 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Seacoast Banking Corporation of Florida (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Seacoast Banking Corporation of Florida (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), convertible preferred stock and shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:

14 unchanged sentences

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

As permitted, the Company has excluded the operations of Villages Bancorporation, Inc.

acquired during 2025, which is described in Note 17 of the consolidated financial statements, from the scope of management’s report on internal control over financial reporting.

As such, it has also been excluded from the scope of our audit of internal control over financial reporting.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters do not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance and Provision for Credit Losses on Loans

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• Evaluating management’s judgments in the selection and application of reasonable and supportable forecasts, and the reasonableness of forecasted economic scenarios provided by a third-party, assisted by Crowe VS.

Business Combination – Fair Value of Acquired Loans

As described in Note 17 to the consolidated financial statements, on October 1, 2025, Seacoast Banking Corporation of Florida completed the merger with Villages Bancorporation, Inc.

Determining fair values of assets and liabilities, especially the loan portfolio, is a process involving significant judgment regarding methods and assumptions used to calculate estimated fair values.

The fair value of the acquired loans was $1.2 billion and required management to make estimates about loss rates, prepayment rates and discount rates that are subjective and actual cash flows may differ from estimated cash flows.

The principal considerations resulting in our determination included the following:

• Significant auditor judgment in evaluating the reasonableness of management’s significant assumptions, including the need for assistance from professionals with specialized skill and knowledge.

• Significant audit effort required in auditing the valuation of acquired loans, including utilization of internal valuation specialists to evaluate the fair value developed by management's specialists.

The primary procedures performed to address the critical audit matter included:

• Testing the effectiveness of controls over the reasonableness of the fair value of acquired loans, including management’s review of the results of the third-party valuation, the completeness and accuracy of data inputs used, and the reasonableness of significant assumptions.

• Substantively testing, with the assistance of our internal valuation specialists, the fair value of the acquired loans by developing an independent expectation of the fair value.

As part of these procedures, the internal valuation specialists also evaluated the appropriateness of the methods and reasonableness of significant assumptions applied in the estimate of the fair value of acquired loans, including the application of loss rates, prepayment rates and discount rates used in the calculation.

/s/ Crowe LLP

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Service charges on deposit accounts 23,386 20,852 18,278

Interchange income 7,599 13,877 17,171

Wealth management income 18,562 15,168 12,780

Mortgage banking fees 1,774 1,790 3,478

Mortgage banking income 4,714 1,774 1,790

Interchange income 8,193 7,599 13,877

Insurance agency income 5,581 5,196 4,510

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Other 26,826 30,790 22,409

91,444 82,045 67,187

Securities losses, net (includes net losses of $ 12.0 million for 2024, $ 2.9 million for 2023 and $ 0 for 2022 in other comprehensive income reclassifications)

Total Noninterest Income Before Securities (Losses) Gains, Net 99,672 91,444 82,045

Securities losses, net (includes net losses of $ 0.9 million for 2025, $ 12.0 million for 2024 and $ 2.9 million for 2023 in other comprehensive income reclassifications)

( 522 ) ( 8,016 ) ( 2,893 )

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Amortization of intangibles 26,819 23,884 28,726

Other real estate owned expense and net loss (gain) on sale 440 985 ( 1,534 )

OREO expense and net (gain) loss on sale ( 126 ) 440 985

Provision for credit losses on unfunded commitments 1,262 1,001 1,239

Other 24,322 29,155 23,690

Merger and integration costs 32,423 — 33,180

For the Year Ended December 31,

(In thousands, except per share data) 2025 2024 2023

Other 26,319 24,322 25,696

Total Noninterest Expense 414,860 343,301 395,622

2 unchanged sentences

Net Income 144,878 120,986 104,033

Preferred dividends 2,138 — —

Net income available to common shareholders $ 142,740 $ 120,986 $ 104,033

Per share data

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Net Income $ 144,878 $ 120,986 $ 104,033

Other comprehensive income (loss):

Unrealized (losses) gains on available-for-sale securities, net of tax benefit of $ 1.7 million in 2024, tax expense of $ 7.7 million in 2023, and tax benefit of $ 57.1 million in 2022

Other comprehensive income:

Unrealized gains (losses) on AFS securities, net of tax expense of $ 25.4 million in 2025, tax benefit of $ 1.7 million in 2024, and tax expense of $ 7.7 million in 2023

$ 79,747 $ ( 4,913 ) $ 23,645

Amortization of unrealized gains on securities transferred to held-to-maturity, net of tax benefit of $ 14 thousand in 2024, $ 13 thousand in 2023, and $ 7 thousand in 2022

Amortization of unrealized gains on securities transferred to HTM, net of tax benefit of $ 13 thousand in 2025, $ 14 thousand in 2024, and $ 13 thousand in 2023

( 43 ) ( 42 ) ( 42 )

Reclassification adjustment for losses included in net income, net of tax benefit of $ 3.0 million in 2024 and tax benefit of $ 0.7 million in 2023

Reclassification adjustment for losses included in net income, net of tax benefit of $ 0.2 million in 2025, $ 3.0 million in 2024, and $ 0.7 million in 2023

711 8,971 2,191

Unrealized (losses) gains on derivatives designated as fair value hedges, net of reclassifications to income, net of tax benefit of $ 0.7 million in 2024 and tax expense of $ 0.7 million in 2023

Unrealized gains (losses) on derivatives designated as fair value hedges, net of reclassifications to income, net of tax expense of $ 9 thousand in 2025, tax benefit of $ 0.7 million in 2024, and tax expense of $ 0.7 million in 2023

27 ( 2,005 ) 1,971

Unrealized gains on derivatives designated as cash flow hedges, net of reclassifications to income, net of tax expense of $ 0.1 million in 2023 and tax expense of $ 26 thousand in 2022

Total other comprehensive income (loss) $ 2,011 $ 28,155 $ ( 181,039 )

Comprehensive Income (Loss) $ 122,997 $ 132,188 $ ( 74,532 )

Unrealized gains on derivatives designated as cash flow hedges, net of reclassifications to income, net of tax expense of $ 0.1 million in 2025 and $ 0.1 million in 2023

Total other comprehensive income $ 80,672 $ 2,011 $ 28,155

Comprehensive Income $ 225,550 $ 122,997 $ 132,188

See notes to consolidated financial statements.

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Debt securities:

Securities available-for-sale (at fair value) 2,226,543 1,836,020

Securities held-to-maturity (fair value $ 507.6 million in 2024 and $ 558.4 million in 2023)

Securities AFS (at fair value) 5,164,567 2,226,543

Securities HTM (fair value $ 489.6 million in 2025 and $ 507.6 million in 2024)

586,178 635,186

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Loans 12,627,984 10,299,950

Allowance for credit losses ( 138,055 ) ( 148,931 )

Loans, net of allowance for credit losses 10,161,895 9,914,009

ACL ( 178,803 ) ( 138,055 )

Loans, net of ACL 12,449,181 10,161,895

Bank premises and equipment, net 160,139 107,555

Other real estate owned 6,421 7,560

OREO 4,250 6,421

Goodwill 1,034,735 732,417

Other intangible assets, net 195,704 71,723

Bank owned life insurance 308,995 298,974

Net deferred tax assets 102,989 113,232

BOLI 330,563 308,995

Net DTAs 66,579 102,989

Other assets 431,169 325,485

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Commitments and Contingencies (See “Note 9 - Borrowings” and “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk”)

Convertible preferred stock, par value $ 0.10 per share authorized 4,000,000 shares, issued 11,250 and outstanding 11,250 shares in 2025

(In thousands, except share data) 2025 2024

Shareholders' Equity

Common stock, par value $ 0.10 per share authorized 120,000,000 shares, issued 98,728,878 and outstanding 97,927,843 shares in 2025 and authorized 120,000,000 shares, issued 86,284,017 and outstanding 85,567,712 shares in 2024

(In thousands, except share data) 2024 2023

Additional paid-in capital 2,197,549 1,824,935

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( 21,358 ) ( 19,095 )

2,341,110 2,267,964

Total Shareholders' Equity Before Accumulated Other Comprehensive Loss, Net 2,789,857 2,341,110

Accumulated other comprehensive loss, net ( 77,195 ) ( 157,867 )

Total Shareholders' Equity $ 2,712,662 $ 2,183,243

Total Liabilities & Shareholders' Equity $ 15,176,308 $ 14,580,249

Total Liabilities, Convertible Preferred Stock & Shareholders' Equity $ 20,842,331 $ 15,176,308

See notes to consolidated financial statements.

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Depreciation 9,735 8,609 8,245

(Accretion of discounts) and amortization of premiums on securities, net ( 2,963 ) ( 949 ) 576

Amortization of operating lease right-of-use assets 8,221 8,053 6,485

Accretion of discounts of premiums on securities, net ( 7,565 ) ( 2,963 ) ( 949 )

Amortization of operating lease ROUAs 9,441 8,221 8,053

Other amortization and accretion, net 20,571 2,379 ( 15,875 )

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Gains on sale of loans ( 6,421 ) ( 5,499 ) ( 4,211 )

Losses (gains) on sale and write-downs of other real estate owned 134 450 ( 1,749 )

Losses on disposition of fixed assets and write-downs upon transfer of bank premises to other real estate owned 291 1,842 1,394

(Gains) losses on sale of OREO, net of write-downs ( 207 ) 134 450

Losses on disposition of fixed assets and write-downs upon transfer of bank premises to OREO 131 291 1,842

Changes in operating assets and liabilities, net of effects from acquired companies:

Net (increase) decrease in other assets ( 5,759 ) ( 8,967 ) 508

Net increase (decrease) in other liabilities 1,805 ( 8,755 ) 22,042

Net increase in other assets ( 26,430 ) ( 5,759 ) ( 8,967 )

Net (decrease) increase in other liabilities ( 42,942 ) 1,805 ( 8,755 )

Net cash provided by operating activities $ 188,061 $ 179,902 $ 150,613

Cash Flows From Investing Activities

Maturities and repayments of debt securities available-for-sale 382,683 220,114 270,785

Maturities and repayments of debt securities held-to-maturity 45,257 69,471 96,925

Proceeds from sale of debt securities available-for-sale 216,983 113,400 515,183

Purchases of debt securities available-for-sale ( 993,920 ) ( 100,873 ) ( 693,625 )

Purchases of debt securities held-to-maturity — — ( 206,065 )

Maturities and repayments of debt securities AFS 538,127 382,683 220,114

Maturities and repayments of debt securities HTM 48,743 45,257 69,471

Proceeds from sale of debt securities AFS 1,793,210 216,983 113,400

Purchases of debt securities AFS ( 2,258,000 ) ( 993,920 ) ( 100,873 )

Maturities and redemptions of time deposits with other banks 18,648 6,124 1,984

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Proceeds from the sale of loans held for investment 19,507 34,399 —

Proceeds from the sale of other real estate owned 2,841 577 15,951

Additions to other real estate owned — — ( 591 )

Proceeds from the sale of OREO 4,534 2,841 577

Proceeds from sale of FHLB and Federal Reserve Bank stock 56,195 11,314 73,473

Purchase of FHLB and Federal Reserve Bank stock ( 110,594 ) ( 20,840 ) ( 88,141 )

Proceeds from BOLI death benefit 5,059 — —

Proceeds from sale of Visa Class B shares — 4,104 —

Redemption of bank owned life insurance — — 25,782

Purchase of bank owned life insurance — — ( 25,000 )

Net cash from bank acquisitions 169,559 — 141,674

Additions to bank premises and equipment ( 9,174 ) ( 4,034 ) ( 10,293 )

Net cash (used in) provided by investing activities $ ( 706,763 ) $ ( 606,884 ) $ 527,446

For the Year Ended December 31,

(In thousands) 2025 2024 2023

Net cash (used in) provided by investing activities ( 606,884 ) 527,446 ( 364,875 )

Cash Flows From Financing Activities

Net increase (decrease) in deposits 465,493 ( 324,002 ) ( 384,403 )

Net (decrease) increase in repurchase agreements ( 142,502 ) 202,544 50,464

Net decrease in FHLB borrowings with original maturities of three months or less — ( 280,000 ) ( 62,500 )

Net (decrease) increase in deposits ( 142,148 ) 465,493 ( 324,002 )

Net increase (decrease) in repurchase agreements 51,868 ( 142,502 ) 202,544

Net increase (decrease) in FHLB borrowings with original maturities of three months or less 115,000 — ( 280,000 )

Repayments of FHLB borrowings with original maturities of more than three months ( 235,000 ) ( 160,000 ) ( 75,000 )

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Net cash provided by (used in) financing activities $ 430,640 $ 456,407 $ ( 432,817 )

Net increase (decrease) in cash and cash equivalents 29,425 245,242 ( 535,789 )

Net (decrease) increase in cash and cash equivalents ( 88,062 ) 29,425 245,242

Cash and cash equivalents at beginning of period 476,607 447,182 201,940

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Cash paid for interest $ 277,644 $ 287,272 $ 191,225

Cash paid (refunded) for taxes, net 18,497 ( 5,921 ) 29,591

Recognition of operating lease right-of-use assets, other than through bank acquisition, net of terminations — 2,068 3,370

Cash paid (refunded) for U.S.

federal taxes, net 13,441 16,888 ( 6,000 )

Cash paid for U.S.

state taxes, net 1

2,120 1,609 79

Recognition of operating lease ROUAs, other than through bank acquisition, net of terminations 12,695 — 2,068

Recognition of operating lease liabilities, other than through bank acquisition, net of terminations 12,868 — 2,080

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Transfer of loans from held for investment to held for sale $ — 19,775 $ —

Transfer from loans to other real estate owned 953 — —

Transfer from bank premises to other real estate owned 883 6,286 1,674

Transfer from loans to OREO 1,198 953 —

Transfer from bank premises to OREO 425 883 6,286

1 Primarily attributable to the state of Florida.

2 See "Note 17 - Business Combinations" for non-cash transactions related to business combinations.

1 unchanged sentence

SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Common Stock Paid-in Retained Treasury Comprehensive

(Dollars and shares in thousands) Shares Amount Capital Earnings Stock Income (Loss) Total

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY

Shareholders' Equity

Convertible Accumulated

Preferred Stock Common Stock Paid-in Retained Treasury Comprehensive

(Dollars and shares in thousands) Shares Amount Shares Amount Capital Earnings Stock Income (Loss) Total

Balance at December 31, 2022 — $ — 71,618 $ 7,162 $ 1,377,802 $ 423,863 $ ( 13,019 ) $ ( 188,033 ) $ 1,607,775

Comprehensive income (loss) — — — 106,507 — ( 181,039 ) ( 74,532 )

Comprehensive income — — — — — 104,033 — 28,155 132,188

Stock-based compensation expense — — 30 — 13,440 — — — 13,440

Common stock issued for stock-based employee benefit plans — — 970 100 8,691 — ( 3,691 ) — 5,100

Common stock issued for stock options 522 52 5,864 — — — 5,916

Issuance of common stock, pursuant to acquisition — — 12,792 1,279 409,459 — — — 410,738

Conversion of options, pursuant to acquisition — — — — 10,304 — — — 10,304

Repurchase of common stock — — ( 549 ) ( 55 ) ( 10,813 ) — — — ( 10,868 )

Dividends on common stock ($ 0.71 per share)

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Common stock issued for stock-based employee benefit plans — — 747 142 2,308 — ( 1,505 ) — 945

Issuance of common stock, pursuant to acquisition 12,792 1,279 409,459 — — — 410,738

Conversion of options, pursuant to acquisition — — 10,304 — — — 10,304

Repurchase of common stock — — ( 40 ) — — — ( 880 ) — ( 880 )

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Common stock issued for stock-based employee benefit plans — — 575 67 843 — ( 2,263 ) — ( 1,353 )

Repurchase of common stock ( 40 ) — — — ( 880 ) — ( 880 )

Issuance of common stock, pursuant to acquisition — 11,785 1,178 356,029 — — — 357,207

Issuance of preferred stock, pursuant to acquisition 11 343,125 — — — — — — —

Dividends on common stock ($ 0.73 per share)

— — — — — ( 65,589 ) — — ( 65,589 )

Dividends on preferred stock ($ 0.19 per share) 1

— — — — — ( 2,138 ) — — ( 2,138 )

Balance at December 31, 2025 11 $ 343,125 97,928 $ 9,873 $ 2,197,549 $ 603,793 $ ( 21,358 ) $ ( 77,195 ) $ 2,712,662

1 In the fourth quarter of 2025, non-voting convertible preferred shares were issued in connection with the VBI acquisition.

Those shares earn dividends pro-rata with common shares, or $ 0.19 per 1/1,000 th preferred share.

See notes to consolidated financial statements.

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Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) is a financial holding company with one operating subsidiary bank, Seacoast National Bank (“Seacoast Bank”).

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

The Company provides integrated financial services including commercial and consumer banking, wealth management, and mortgage and insurance services to customers at 104 full-service branches, and through advanced mobile and online banking solutions.

19 branches recently acquired in the Villages community and in North Central Florida will operate under the name Citizens First Bank until Seacoast’s system conversion takes place early in the third quarter of 2026.

See the Glossary of Defined Terms at the beginning of this Report for terms used herein.

1 unchanged sentence

In consolidation, all significant intercompany accounts and transactions are eliminated.

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America, and they conform to general practices within the applicable industries.

The accounting and reporting policies of the Company are in accordance with GAAP, and they conform to customary practices within the applicable industries.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates:

The preparation of consolidated financial statements requires management to make judgments in the application of certain accounting policies that involve significant estimates and assumptions.

The preparation of these consolidated financial statements requires management to make judgments in the application of certain accounting policies that involve significant estimates and assumptions.

The Company has established policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period.

These estimates and assumptions, which may materially affect the reported amounts of certain assets, liabilities, revenues and expenses, are based on information available as of the date of the financial statements, and changes in this information over time and the use of revised estimates and assumptions could materially affect amounts reported in subsequent financial statements.

Specific areas, among others, requiring the application of management’s estimates include the determination of the allowance for credit losses, acquisition accounting and purchased loans, intangible assets and impairment testing, and other fair value measurements .

Specific areas, among others, requiring the application of management’s estimates include the determination of the ACL, acquisition accounting and purchased loans, intangible assets and impairment testing, and other fair value measurements.

Cash and Cash Equivalents:

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The fair value of securities purchased and sold is monitored and collateral is obtained from or returned to the counterparty when appropriate.

Debt securities are classified as available-for-sale or held-to-maturity.

Debt securities available-for-sale may be sold as part of the Company's asset/liability management or in response to, or in anticipation of, changes in interest rates and resulting prepayment risk, or for other factors, and are stated at fair value.

Debt securities are classified as AFS or HTM.

Debt securities AFS may be sold as part of the Company's asset/liability management or in response to, or in anticipation of, changes in interest rates and resulting prepayment risk, or for other factors, and are stated at fair value.

Unrealized gains or losses are reflected as a component of shareholders' equity net of tax or included in noninterest income as appropriate.

Debt securities held-to-maturity that the Company has the ability and intent to hold to maturity are carried at amortized cost.

Debt securities HTM that the Company has the ability and intent to hold to maturity are carried at amortized cost.

Equity securities with readily determinable fair values are considered marketable and measured at fair value with unrealized gains or losses included in noninterest income as securities gains or losses.

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Realized gains and losses are included in noninterest income as investment securities gains (losses).

Interest and dividends on securities, including amortization of premiums and accretion of discounts on debt securities, is recognized in interest income on

an accrual basis using the interest method.

Interest and dividends on securities, including amortization of premiums and accretion of discounts on debt securities, are recognized in interest income on an accrual basis using the interest method.

The Company anticipates prepayments of principal in the calculation of the effective yield for collateralized mortgage obligations and mortgage-backed securities by obtaining estimates of prepayments from independent third parties.

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Credit losses on securities:

For securities classified as HTM, management estimates expected credit losses over the remaining expected life and recognizes this estimate as an allowance for credit losses.

Debt securities that are available-for-sale are considered impaired if the fair value is less than amortized cost.

For securities classified as HTM, management estimates expected credit losses over the remaining expected life and recognizes this estimate as an ACL.

Debt securities classified as AFS are considered impaired if the fair value is less than amortized cost.

Impairments are analyzed at an individual security level on a quarterly basis and both quantitative and qualitative assessments are utilized to determine if a security has a credit loss.

Qualitative assessments consider a range of factors including:

percent decline in fair value, rating downgrades, subordination, duration, 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 percent decline in fair value, rating downgrades, subordination, duration, amortized LTV, and the ability of the issuers to pay all amounts due in accordance with the contractual terms.

Quantitative assessments are based on a discounted cash flow analysis, which includes evaluating the timing and amount of the expected cash flows.

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The Company has elected to account for residential mortgage loans originated as held for sale at fair value.

Changes in fair value are measured and recorded in Mortgage Banking Fees in noninterest income each period.

Changes in fair value are measured and recorded in Mortgage banking income in noninterest income each period.

The Company designates other loans as held for sale when it has the intent to sell them.

These loans are recorded at the lower of cost or estimated fair value on an individual basis.

When such loans are transferred to held for sale, any previously recorded allowance for credit losses is reversed into earnings and the loan is recorded at its amortized cost basis.

When such loans are transferred to held for sale, any previously recorded ACL is reversed into earnings, and the loan is recorded at its amortized cost basis.

Prior to the transfer, write-downs on the loans are recorded as charge-offs, establishing a new cost basis upon transfer.

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A loan for which the terms have been modified with principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension and for which the borrower is experiencing financial difficulty, is considered to be a TBM.

Loans held for investment are categorized into the following segments:

• Construction and land development:

Loans are extended to both commercial and consumer customers which are collateralized by and for the purpose of funding land development and construction projects, including commercial, 1-4 family residential, multi-family, and non-farm residential properties where the primary source of repayment is from proceeds of the sale, refinancing or permanent financing of the property.

• CRE - owner occupied:

Loans are extended to commercial customers for the purpose of acquiring or refinancing real estate to be occupied by the borrower's business.

These loans are collateralized by the subject property, and the repayment of these loans is largely dependent on the performance of the company occupying the property.

• CRE - non-owner occupied:

Loans are extended to commercial customers for the purpose of acquiring or refinancing commercial property where occupancy by the borrower is not their primary intent.

These loans are viewed primarily as cash flow loans, collateralized by the subject property, and the repayment of these loans is largely dependent on rental income from third parties or from the sale of the property.

• Residential real estate:

Loans are extended to consumer customers and collateralized primarily by 1-4 family residential properties and include fixed and variable rate mortgages, home equity mortgages, and HELOCs.

Loans are primarily written based on conventional loan agency guidelines, including loans that exceed agency value limitations.

Sources of repayment are largely dependent on the occupant of the residential property.

• Commercial and financial:

Loans are extended to commercial customers.

The purpose of the loans can be working capital, physical asset expansion, asset acquisition or other business purposes.

Loans may be collateralized by assets owned by the borrower or the borrower's business.

Commercial loans are based primarily on the historical and projected cash flow of the borrower's business and secondarily on the capacity of credit enhancements, guarantees, and underlying collateral provided by the borrower.

Loans are extended to consumer customers.

The segment includes both installment loans and lines of credit which may be collateralized or non-collateralized.

Allowance for credit losses on loans:

The allowance for credit losses represents management's best estimate of expected credit losses related to the loan portfolio at the balance sheet date.

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount to be collected on loans.

Loan balances deemed uncollectible are charged off against the allowance for credit losses and recoveries are credited to the allowance.

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

The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount to be collected on loans.

Loan balances deemed uncollectible are charged off against the ACL and recoveries are credited to the allowance.

In order to adjust the allowance to the current estimate of expected credit losses, charges or credits to the provision for credit losses are reflected in the Consolidated Statements of Income.

The Company excludes accrued interest on loans from its determination of allowance as such amounts are generally reversed against interest income when a loan is placed in nonperforming status.

Portfolio segments represent the level at which the Company develops and documents its methodology for determining its allowance for credit losses.

See "Note 4 - Loans," for a description of each of the segments, which are disaggregated by similar risk characteristics such as customer and/or collateral type.

The allowance for credit losses is measured on a collective basis when similar risk characteristics exist.

Portfolio segments represent the level at which the Company develops and documents its methodology for determining its ACL.

Portfolio segments are disaggregated by similar risk characteristics such as customer and/or collateral type and are described above in Loans Held for Investment .

The ACL is measured on a collective basis when similar risk characteristics exist.

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.

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Adjustments may be made to baseline reserves based on an assessment of internal and external influences on credit quality not fully reflected in the quantitative components of the allowance model.

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.

Based upon management's assessments of these factors, the Company may apply qualitative adjustments to the allowance.

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Losses on unsecured consumer loans are recognized at 90 days past due.

In compliance with Federal Financial Institution Examination Council guidelines, secured consumer loans, including residential real estate, are typically charged off or charged down between 120 and 180 days past due, depending on the collateral type.

In compliance with FFIEC guidelines, secured consumer loans, including residential real estate, are typically charged off or charged down between 120 and 180 days past due, depending on the collateral type.

Commercial loans and real estate loans are typically placed on nonaccrual status when principal or interest is past due for 90 days or more, unless the loan is both secured by collateral having realizable value sufficient to discharge the debt in-full and the loan is in process of collection.

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Derivative contracts are carried at fair value and recorded in the consolidated balance sheet within Other assets or Other liabilities.

The gain or loss resulting from changes in the fair value of interest rate swaps designated and qualifying as cash flow hedging instruments is initially reported as a component of other comprehensive income and subsequently reclassified into earnings through interest income in the same period in which the hedged transaction affects earnings.

The gain or loss resulting from changes in the fair value of derivatives designated and qualifying as cash flow hedging instruments is initially reported as a component of Other comprehensive income and subsequently reclassified into earnings through interest income in the same period in which the hedged transaction affects earnings.

The gain or loss resulting from changes in the fair value of interest rate swaps designated as fair value hedges is classified in the statement of income or comprehensive income in the line item associated with the instrument being hedged.

The Company prepares written hedge documentation for all derivatives which are designated as hedges of (i) changes in the fair value of a recognized asset or liability (fair value hedge) attributable to a specified risk or (ii) a forecasted transaction, such as the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).

The written hedge documentation includes identification of, among other items, the risk management objective, hedging instrument, hedged item, and methodologies for assessing and measuring hedge effectiveness, along with support for management’s assertion that the hedge will be highly effective.

The Company discontinues hedge accounting prospectively when it is determined that the derivative contract is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is terminated, management determines that the designation of the derivative as a hedging instrument is no longer appropriate or, for a cash flow hedge, the occurrence of the forecasted transaction is no longer probable.

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Cash flows resulting from derivative financial instruments that are accounted for as hedges are classified in the cash flow statement in the same category as the cash flows from the hedged items.

IRLCs are for loans which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time.

IRLCs relate to the origination of loans that are held for sale and are considered derivative financial instruments under applicable accounting guidance.

Outstanding IRLCs expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan.

The IRLCs are free standing derivatives, which are carried at fair value with changes recorded in Mortgage banking income in the Consolidated Statements of Income.

Changes in the fair value of IRLCs subsequent to inception are recorded in Other assets or Other liabilities on the Consolidated Balance Sheets, and are based on (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability when the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

Forward TBA mortgage-backed securities and forward loan sale commitments are also free standing derivatives carried at fair value with changes recorded in Mortgage banking income in the Consolidated Statements of Income and changes in the fair value subsequent to inception recorded in Other assets or Other liabilities on the Consolidated Balance Sheets.

See Note 6 – Derivatives and Note 16 - Fair Value for additional detail.

Loan Commitments and Letters of Credit:

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Such commitments are recognized as loans when funded.

The Company estimates a reserve for potential losses on unfunded commitments, which is reported separately from the allowance for credit losses, within Other Liabilities.

The Company estimates a reserve for potential losses on unfunded commitments, which is reported separately from the ACL, within Other Liabilities.

Changes to the allowance for credit losses on unfunded commitments are recorded in noninterest expense on the income statement.

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The Company measures or monitors the fair value of many of its assets and liabilities.

Certain assets are measured on a recurring basis, including available-for-sale securities, equity securities and derivatives.

Certain assets are measured on a recurring basis, including AFS securities, equity securities, MSR and derivatives.

These assets are carried at fair value on the Company’s balance sheets.

Additionally, fair value is measured on a non-recurring basis to evaluate assets or liabilities for impairment.

Examples include collateral-dependent loans, OREO, loan servicing rights, and long-lived assets.

Examples include collateral-dependent loans, OREO, and long-lived assets.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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These assets are carried at an amount equal to the loan balance prior to foreclosure plus costs incurred for improvements to the property, but no more than the estimated fair value of the property less estimated selling costs.

Any valuation adjustments required at the date of transfer are charged to the allowance for credit losses.

Any valuation adjustments required at the date of transfer are charged to the ACL.

Subsequently, unrealized losses and realized gains and losses are included in other noninterest expense.

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The Company recognizes CDI that result from either whole bank acquisitions or branch acquisitions.

CDI is initially measured at fair value and then amortized over periods ranging from six to eight years generally on an accelerated basis.

CDI is initially measured at fair value and then amortized over periods ranging from six to ten years generally on an accelerated basis.

Customer relationship intangibles are measured at fair value and amortized on a straight-line basis over ten years .

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If impaired, the intangible asset is written down with a corresponding increase to noninterest expense.

Servicing Rights:

In October 2025, the Company acquired MSRs as part of the VBI acquisition.

The acquired MSRs were initially recognized at fair value, and the Company elected to subsequently measure these MSRs using the fair value method, with changes in fair value reported in earnings, within Mortgage banking income in the Consolidated Statements of Income, during the period in which they occur.

The Company retains the right to service certain residential mortgage loans that it sells to secondary market investors and these MSRs are recognized as a separate asset on the date the corresponding mortgage loan is sold and accounted for using the fair value method.

The fair value of MSRs is estimated using a discounted cash flow approach, which incorporates key assumptions such as expected cash flows, prepayment speeds, servicing costs, market discount rates, and other relevant factors.

Servicing rights associated with SBA loan sales are accounted for under the amortization method, with related amortization recognized in noninterest expense.

Mortgage and SBA servicing rights are included in Other intangible assets, net.

See "Note 8 - Goodwill and Acquired Intangible Assets," for further detail.

Bank Owned Life Insurance:

The Company, through its subsidiary bank, has purchased or acquired through bank acquisitions, life insurance policies on certain key executives and members of management.

BOLI is recorded at the amount that can be

realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Other Investments:

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The amortization is recorded in income tax expense within the income statement, which is the location the related tax credits are recorded.

SBIC investments are accounted for using the net asset value practical expedient as provided in the financial statements received from the SBICs.

SBIC investments are accounted for using the NAV practical expedient as provided in the financial statements received from the SBICs.

Prior to the fourth quarter of 2024, SBIC investments were accounted for at cost less impairment, if any.

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The Company acts as an agent in this arrangement and therefore presents the brokerage commissions and fees net of related costs.

• Mortgage Banking Income:

The Company recognizes earnings derived from mortgages originated and subsequently sold, generally with servicing retained.

The primary components include gains and losses on mortgage sales;

servicing revenue;

changes in fair value of MSRs;

and changes in fair value of IRLCs, forward TBA mortgage-backed securities,

and forward loan sale commitments.

Refer to "Servicing Rights" and "Derivative Instruments and Hedging Activities" in Note 1 - Significant Accounting Policies, for further discussion.

• Interchange Income:

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Activity in treasury stock represents shares traded to offset employee payroll taxes on vested shares.

Shares held in treasury are also used for employee share purchases through the Company's employee stock purchase plan.

Shares held in treasury are also used for employee share purchases through the Company's ESPP.

Convertible Preferred Stock:

On October 1, 2025, the Company issued Series A Non-Voting Preferred Stock and each 1/ 1,000 th of a share of Series A preferred stock is convertible into one share of Seacoast common stock, subject to certain restrictions.

Holders of Series A 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.

ASC 480, Distinguishing Liabilities from Equity (ASC 480-10-S99-3A) requires preferred stock that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer.

The terms of the convertible preferred stock provide for the convertible preferred shares to receive the same form and amount of consideration, if any, as the holders of common stock in the event of a change in control of the Company.

No such event is considered probable;

however, because the terms may result in settlement in cash or other non-equity consideration upon an event outside of the Company's control, the convertible preferred stock does not meet the criteria for permanent equity classification, and management has determined it should instead be classified outside of permanent equity under ASC 480.

Stock-Based Compensation:

For restricted stock awards, which generally vest based on continued service with the Company, the deferred compensation is measured as the fair value of the shares on the date of grant, and the deferred compensation is amortized as salaries and wages expense in accordance with the applicable vesting schedule, generally straight-line over three years .

For RSAs, which generally vest based on continued service with the Company, the deferred compensation is measured as the fair value of the shares on the date of grant, and the deferred compensation is amortized as salaries and wages expense in accordance with the applicable vesting schedule, generally straight-line over three years .

Some award shares vest based upon the Company achieving certain performance goals and the amortization expense recorded within salaries and wages is based on an estimate of the most likely results on a straight line basis.

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Deferred tax assets and liabilities are determined based on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and their related tax bases and are measured using the enacted tax rates and laws that are in effect.

A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The effect on deferred tax assets and liabilities of a change in rates is recognized as income or expense in the period in which the change occurs.

A valuation allowance is recognized for a DTA if, based on the weight of available evidence, it is more likely than not that some portion or all of the DTA will not be realized.

The effect on DTAs and liabilities of a change in rates is recognized as income or expense in the period in which the change occurs.

Recently Adopted Accounting Standards

Effective for the reporting period for the year ended December 31, 2024, the Company adopted ASU 2023-07, Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of significant segment expenses and other segment items on an interim and annual basis.

The standard is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024.

Reportable segment disclosures are included in “Note 18- Business Segments.”

Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

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The standard requires an annual disclosure of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The standard is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.

The Company does not expect the adoption of this standard to have a material impact on its disclosures.

The standard was adopted by the Company effective January 1, 2025 and the required disclosures are included in “Note 12 - Income Taxes” and the Consolidated Statement of Cash Flows beginning with the Company's Annual Report on this Form 10-K.

Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures .

ASU 2024-03 requires disclosure of disaggregated prescribed expenses within relevant income statement captions.

The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods after December 15, 2027.

The standard is effective for fiscal years

beginning after December 15, 2026 and for interim periods after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact of the changes to its existing disclosures.

In November 2025, the FASB issued ASU 2025-08, Credit Losses (Topic 326):

Purchased Loans.

ASU 2025-08 requires that purchased seasoned loans be accounted for using the gross-up approach.

The gross-up approach requires recognition of an ACL for the estimate of credit losses at the acquisition date.

The ACL is recorded with an offsetting gross-up adjustment to the purchase price of the acquired financial asset.

The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods within those annual reporting periods.

Early adoption is permitted;

however, the Company did not early adopt the standard as of December 31, 2025.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.

ASU 2025-09 introduces five targeted improvements to better align hedge accounting with entities’ risk management activities.

The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within those annual reporting periods.

The Company is evaluating the impact of the changes to its consolidated financial statements and existing disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

ASU 2025-11 clarifies interim disclosure requirements and provides a comprehensive list of interim disclosures that are required by GAAP.

The ASU also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is evaluating the impact of the changes to its consolidated financial statements and existing disclosures.

Note 2 - Earnings Per Share

Basic earnings per share are computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during each period.

Diluted earnings per share are based on the weighted-average number of common shares outstanding during each period, plus common share equivalents, calculated for share-based awards outstanding using the treasury stock method.

In 2024, 2023 and 2022, options to purchase shares of the Company's common stock totaling 327,186 , 344,230 and 1,505 , respectively, were antidilutive.

The Company computes EPS using the two-class method.

The two-class method of computing EPS is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared and participation rights in undistributed earnings.

The Company's Series A Non-Voting Preferred Stock is a participating security.

Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during each period.

Diluted EPS are based on the weighted-average number of common shares outstanding during each period, plus common share equivalents, calculated for share-based awards outstanding using the treasury stock method and preferred shares using the more dilutive of either the two-class or if-converted method.

Options to purchase shares of the Company's common stock totaling 321,102 in 2025, 327,186 in 2024, and 344,230 in 2023, were anti-dilutive.

For the Year Ended December 31,

(In thousands, except per share data) 2025 2024 2023

Basic earnings per share

Net income $ 144,878 $ 120,986 $ 104,033

Less preferred stock dividends ( 2,138 ) — —

Net income available to common shareholders 142,740 120,986 104,033

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

Net income available to common shareholders after allocation of earnings to preferred stock $ 140,306 $ 120,986 $ 104,033

Average common shares outstanding 88,276 84,367 83,800

Net income per share $ 1.59 $ 1.43 $ 1.24

Diluted earnings per share

Net income $ 144,878 $ 120,986 $ 104,033

Less preferred stock dividends ( 2,138 ) — —

Net income available to common shareholders 142,740 120,986 104,033

Less allocation of earnings to preferred stock ( 2,411 ) — —

Net income available to common shareholders after allocation of earnings to preferred stock $ 140,329 $ 120,986 $ 104,033

Average common shares outstanding 88,276 84,367 83,800

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Note 3 - Securities

The amortized cost, gross unrealized gains and losses and fair value of AFS and HTM securities at December 31, 2024 and December 31, 2023 are summarized as follows:

The amortized cost, gross unrealized gains and losses and fair value of debt securities AFS and HTM at December 31, 2025 and December 31, 2024 are summarized as follows:

December 31, 2025

(In thousands) Amortized

Available-for-Sale Debt Securities

AFS Debt Securities

Treasury securities and obligations of U.S.

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Private mortgage-backed securities and collateralized mortgage obligations 131,846 561 ( 5,010 ) 127,397

Collateralized loan obligations 278,342 788 ( 166 ) 278,964

CLOs 423,864 636 ( 512 ) 423,988

Obligations of state and political subdivisions 336,417 651 ( 2,520 ) 334,548

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Totals $ 5,266,294 $ 48,658 $ ( 150,385 ) $ 5,164,567

Held-to-Maturity Debt Securities

HTM Debt Securities

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

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(In thousands) Amortized

Available-for-Sale Debt Securities

AFS Debt Securities

Treasury securities and obligations of U.S.

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Private mortgage-backed securities and collateralized mortgage obligations 129,475 149 ( 8,382 ) 121,242

Collateralized loan obligations 300,855 11 ( 1,411 ) 299,455

CLOs 278,342 788 ( 166 ) 278,964

Obligations of state and political subdivisions 7,139 — ( 1,449 ) 5,690

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Totals $ 2,434,389 $ 3,492 $ ( 211,338 ) $ 2,226,543

Held-to-Maturity Debt Securities

HTM Debt Securities

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

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Totals $ 635,186 $ — $ ( 127,592 ) $ 507,594

During the year ended December 31, 2025, debt securities with a fair value of $ 1.8 billion assumed in bank acquisitions were sold.

No gain or loss was recognized on these sales.

During the year ended December 31, 2025, there were $ 19.8 million in other sales of securities, with gross losses of $ 1.0 million.

During the year ended December 31, 2024, debt securities with a fair value of $ 217.0 million were sold, with gross losses of $ 12.0 million.

During 2023, debt securities with a fair value of $ 22.1 million obtained in the acquisition of Professional were sold.

No gain or loss was recognized on the sale.

There were $ 91.3 million in other sales of securities during 2023, with gross gains of $ 25 thousand and gross losses of $ 3.0 million.

During 2022, debt securities with a fair value of $ 515.2 million obtained in bank acquisitions were sold.

No gain or loss was recognized on these sales, and there were no other sales of securities in 2022.

Also included in “Securities losses, net” is a decrease of $ 0.1 million in 2024, an increase of $ 42 thousand in 2023 and a decrease of $ 1.1 million in 2022 in the value of investments in mutual funds that invest in CRA-qualified debt securities.

During the year ended December 31, 2023, debt securities with a fair value of $ 22.1 million obtained in the acquisition of Professional were sold, with no corresponding gain or loss on sale recognized.

During the year ended December 31, 2023, there were $ 91.3 million in other sales of securities, with gross gains of $ 25 thousand and gross losses of $ 3.0 million.

Also included in “Securities losses, net” is an increase of $ 0.4 million in 2025, a decrease of $ 0.1 million in 2024, and an increase of $ 42 thousand in 2023, in the value of investments in mutual funds that invest in CRA-qualified debt securities.

At December 31, 2025, debt securities with a fair value of $ 1.8 billion were pledged primarily as collateral for public deposits and secured borrowings.

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Private mortgage-backed securities and collateralized mortgage obligations — — 131,846 127,397

Collateralized loan obligations — — 278,342 278,964

CLOs — — 423,864 423,988

Other debt securities — — 242,672 242,517

Totals $ 586,178 $ 489,560 $ 5,266,294 $ 5,164,567

The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models, discounted cash flows analyses, or using observable market data.

The tables below indicate the fair value of AFS debt securities with unrealized losses for which no allowance for credit losses has been recorded.

The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models, or discounted cash flow analyses, or using observable market data.

The tables below indicate the fair value of AFS debt securities with unrealized losses for which no ACL has been recorded.

December 31, 2025

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Private mortgage-backed securities and collateralized mortgage obligations 969 ( 1 ) 76,829 ( 5,009 ) 77,798 ( 5,010 )

Collateralized loan obligations 43,410 ( 152 ) 7,596 ( 14 ) 51,006 ( 166 )

CLOs 211,052 ( 320 ) 38,882 ( 192 ) 249,934 ( 512 )

Obligations of state and political subdivisions 244,168 ( 1,445 ) 5,730 ( 1,075 ) 249,898 ( 2,520 )

Other debt securities 132,345 ( 576 ) — — 132,345 ( 576 )

Totals $ 1,079,884 $ ( 4,059 ) $ 961,014 $ ( 146,326 ) $ 2,040,898 $ ( 150,385 )

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Private mortgage-backed securities and collateralized mortgage obligations 7,178 ( 16 ) 101,242 ( 8,366 ) 108,420 ( 8,382 )

Collateralized loan obligations 60,087 ( 223 ) 232,545 ( 1,188 ) 292,632 ( 1,411 )

CLOs 43,410 ( 152 ) 7,596 ( 14 ) 51,006 ( 166 )

Obligations of state and political subdivisions 319 ( 15 ) 5,371 ( 1,434 ) 5,690 ( 1,449 )

Other debt securities 10,579 ( 101 ) — — 10,579 ( 101 )

Totals $ 717,899 $ ( 7,996 ) $ 978,673 $ ( 203,342 ) $ 1,696,572 $ ( 211,338 )

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Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities.

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

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

At December 31, 2025, the Company had unrealized losses of $ 141.3 million on commercial and residential mortgage-backed securities and collateralized mortgage obligations issued by government-sponsored entities having a fair value of $ 1.3 billion.

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

At December 31, 2024, the Company had $ 8.4 million of unrealized losses on private label residential and commercial mortgage-backed securities and collateralized mortgage obligations having a fair value of $ 108.4 million.

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

At December 31, 2025, the Company had $ 5.0 million of unrealized losses on private label residential mortgage-backed securities and collateralized mortgage obligations having a fair value of $ 77.8 million.

The securities have weighted-average credit support of 22 %.

Of the $ 108.4 million, $ 99.0 million are private label residential securities with unrealized losses of $ 8.2 million and $ 9.4 million are private label commercial securities with unrealized losses of $ 0.2 million.

Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality and expects to recover the entire amortized cost basis of these securities.

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

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

At December 31, 2025, the Company had $ 0.5 million of unrealized losses in floating rate CLOs having a fair value of $ 249.9 million.

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The Company evaluates the securities for potential credit losses by modeling expected loan-level defaults, recoveries, and prepayments for each CLO security.

Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movement and not changes in credit quality and expects to recover the entire amortized cost basis of these securities.

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

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

At December 31, 2025, the Company had $ 2.5 million of unrealized losses on municipal securities having a fair value of $ 249.9 million.

These securities are highly rated issuances of state or local municipalities, all of which are continuing to make timely contractual payments.

As a result, as of December 31, 2024, no allowance for credit losses has been recorded.

and not changes in credit quality and expects to recover the entire amortized cost basis of these securities.

As a result, as of December 31, 2025, no ACL has been recorded.

All HTM debt securities are issued by government-sponsored entities, which are either explicitly or implicitly guaranteed by the U.S.

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The implied government guarantee of principal and interest payments and the high credit rating of the HTM portfolio provide sufficient basis for the current expectation that there is no risk of loss if a default were to occur.

As a result, as of December 31, 2024, no allowance for credit losses has been recorded.

As a result, as of December 31, 2025, no ACL has been recorded.

The Company has the intent and ability to hold these securities until maturity.

Included in Other Assets at December 31, 2024 and December 31, 2023, is $ 77.3 million and $ 67.7 million, respectively, of FHLB and FRB stock stated at par value.

Included in Other assets at December 31, 2025 and December 31, 2024, is $ 135.6 million and $ 77.3 million, respectively, of FHLB and Federal Reserve Bank stock stated at par value.

The Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of these cost method investment securities.

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Also included in Other assets are investments in CRA-qualified mutual funds carried at fair value of $ 13.9 million and $ 13.5 million at December 31, 2025 and December 31, 2024, respectively.

At December 31, 2023, the Company held 11,330 shares of Visa Class B stock.

During 2024, the Company sold all of its Visa Class B stock, receiving net proceeds of $ 4.1 million.

The ownership of Visa stock was related to prior ownership in Visa's network while Visa operated as a cooperative and was recorded on the Company's financial records at a zero basis.

Note 4 - Loans

Loans held for investment are categorized into the following segments:

• Construction and land development:

• 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.

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 are extended to commercial customers for the purpose of acquiring or refinancing commercial property where occupancy by the borrower is not their primary intent.

• Residential real estate:

Loans are extended to consumer customers and collateralized primarily by 1-4 family residential properties and include fixed and variable rate mortgages, home equity mortgages, and HELOCs.

Loans are primarily written based on conventional loan agency guidelines, including loans that exceed agency value limitations.

Sources of repayment are largely dependent on the occupant of the residential property.

• Commercial and financial:

Loans are extended to commercial customers.

The purpose of the loans can be working capital, physical asset expansion, asset acquisition or other business purposes.

Loans may be collateralized by assets owned by the borrower or the borrower's business.

Commercial loans are based primarily on the historical and projected cash flow of the borrower's business and secondarily on the capacity of credit enhancements, guarantees and underlying collateral provided by the borrower.

Loans are extended to consumer customers.

The segment includes both installment loans and lines of credit which may be collateralized or non-collateralized.

The following tables present net loan balances by segment for portfolio loans, PCD and loans purchased which are not considered credit deteriorated (“Non-PCD”) as of:

The following tables present net loan balances by segment for portfolio loans, PCD loans, and loans purchased which are not considered purchase credit deteriorated (“Non-PCD”) as of:

December 31, 2025

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

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

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

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

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

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

5 unchanged sentences

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

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

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

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

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

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

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

At December 31, 2024, the remaining fair value adjustments on acquired loans were $ 128.1 million, or 4.3 % of the outstanding acquired loan balances, compared to $ 174.0 million, or 4.8 % of the acquired loan balances at December 31, 2023.

At December 31, 2025, the remaining fair value adjustments on acquired loans was a discount of $ 150.0 million, or 4.0 % of the outstanding acquired loan balances, compared to $ 128.1 million, or 4.3 % of the acquired loan balances at December 31, 2024.

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

During 2024, $ 26.8 million in commercial real estate non-owner occupied loans previously held for investment were sold, resulting in a gain of $ 2.4 million and approximately $ 20.0 million in consumer loans were sold or transferred to held-for-sale.

Accrued interest receivable is included within Other Assets and was $ 45.7 million and $ 38.1 million at December 31, 2025 and 2024, respectively.

Loans to directors and executive officers totaled $ 3.0 million and $ 1.4 million at December 31, 2025 and 2024, respectively.

The following table presents the status of net loan balances as of December 31, 2024 and December 31, 2023.

The following tables present the status of net loan balances as of December 31, 2025 and December 31, 2024.

December 31, 2025

5 unchanged sentences

Construction and land development $ 577,467 $ 60 $ — $ — $ 1,614 $ 579,141

Commercial real estate - owner occupied 1,172,287 3,083 — — 2,168 1,177,538

Commercial real estate - non-owner occupied 2,225,216 833 — — 17,007 2,243,056

CRE - owner occupied 1,489,257 2,313 — — 14,228 1,505,798

CRE - non-owner occupied 2,908,789 1,735 271 — 394 2,911,189

Residential real estate 2,091,065 4,618 364 — 5,821 2,101,868

4 unchanged sentences

Construction and land development $ 140,286 $ — $ — $ — $ 1,040 $ 141,326

Commercial real estate - owner occupied 473,118 2,414 — — 1,927 477,459

Commercial real estate - non-owner occupied 1,151,541 148 — — 5,160 1,156,849

CRE - owner occupied 504,275 204 39 — 4,600 509,118

CRE - non-owner occupied 1,187,231 151 — — 5,969 1,193,351

Residential real estate 954,820 3,609 195 124 5,088 963,836

3 unchanged sentences

Construction and land development $ 98 $ — $ — $ — $ 3,365 $ 3,463

Commercial real estate - owner occupied 26,987 — — — 4,645 31,632

Commercial real estate - non-owner occupied 96,188 — — — 7,715 103,903

CRE - owner occupied 26,652 — 219 — 1,838 28,709

CRE - non-owner occupied 137,051 389 — — 13,012 150,452

Residential real estate 30,018 993 833 118 1,193 33,155

10 unchanged sentences

Construction and land development $ 567,896 $ 127 $ — $ — $ 125 $ 568,148

Commercial real estate - owner occupied 1,078,732 — — — 901 1,079,633

Commercial real estate - non-owner occupied 1,840,485 685 — — 3,418 1,844,588

CRE - owner occupied 1,172,287 3,083 — — 2,168 1,177,538

CRE - non-owner occupied 2,225,216 833 — — 17,007 2,243,056

Residential real estate 1,866,295 5,466 450 — 10,744 1,882,955

4 unchanged sentences

Construction and land development $ 78,728 $ 8 $ 99 $ — $ 535 $ 79,370

Commercial real estate - owner occupied 545,374 1,691 133 — 5,429 552,627

Commercial real estate - non-owner occupied 1,310,100 11,577 — — 1,545 1,323,222

CRE - owner occupied 473,118 2,414 — — 1,927 477,459

CRE - non-owner occupied 1,151,541 148 — — 5,160 1,156,849

Residential real estate 706,566 1,064 131 — 11,828 719,589

3 unchanged sentences

Construction and land development $ 43 $ — $ — $ — $ 492 $ 535

Commercial real estate - owner occupied 34,667 — — — 3,354 38,021

Commercial real estate - non-owner occupied 148,308 — — — 3,772 152,080

CRE - owner occupied 26,987 — — — 4,645 31,632

CRE - non-owner occupied 96,188 — — — 7,715 103,903

Residential real estate 12,752 — — 167 1,322 14,241

7 unchanged sentences

The Company recognized interest income of $ 4.0 million, $ 1.3 million, and $ 0.5 million on nonaccrual loans during the years ended December 31, 2025, 2024, and 2023, respectively.

The following tables present net balances of loans on nonaccrual status and the related allowance for credit losses, if any, as of:

The following tables present net loans on nonaccrual status as of:

December 31, 2025

1 unchanged sentence

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

Commercial real estate - owner occupied 2,622 6,118 8,740

Commercial real estate - non-owner occupied 29,449 433 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

5 unchanged sentences

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

Commercial real estate - owner occupied 4,859 4,825 9,684

Commercial real estate - non-owner occupied 3,938 4,797 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

13 unchanged sentences

December 31, 2025

(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Total

(In thousands) 2025 2024 2023 2022 2021 Prior Revolving Revolving Converted to Term Total

Construction and Land Development

7 unchanged sentences

$ — $ — $ 115 $ — $ 24 $ 17 $ — $ — $ 156

Commercial real estate - owner occupied

CRE - owner occupied

Risk Ratings:

6 unchanged sentences

$ — $ — $ — $ 238 $ — $ 490 $ — $ — $ 728

Commercial real estate - non-owner occupied

CRE - non-owner occupied

Risk Ratings:

15 unchanged sentences

$ — $ — $ — $ 145 $ 210 $ 36 $ 19 $ — $ 410

December 31, 2024

(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Total

Commercial and financial

2 unchanged sentences

Special Mention — 1,286 110 584 2,229 6,312 3,570 — 14,091

December 31, 2025

(In thousands) 2025 2024 2023 2022 2021 Prior Revolving Revolving Converted to Term Total

Substandard — 716 2,944 5,067 6,538 6,211 6,850 — 28,326

15 unchanged sentences

December 31, 2024

(In thousands) 2023 2022 2021 2020 2019 Prior Revolving Total

(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Revolving Converted to Term Total

Construction and Land Development

6 unchanged sentences

Gross Charge-Offs $ — $ — $ — $ — $ — $ 1 $ — $ — $ 1

Commercial real estate - owner occupied

CRE - owner occupied

Risk Ratings:

6 unchanged sentences

December 31, 2024

(In thousands) 2023 2022 2021 2020 2019 Prior Revolving Total

Commercial real estate - non-owner occupied

(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Revolving Converted to Term Total

CRE - non-owner occupied

Risk Ratings:

31 unchanged sentences

Troubled Borrower Modifications

The following tables present the amortized cost of TBM loans that were modified during the years ended December 31, 2024 and December 31, 2023.

The following tables present the amortized cost of TBM loans that were modified during the years ended December 31, 2025, 2024, and 2023.

December 31, 2025

3 unchanged sentences

Construction and land development $ — $ 2,977 $ 2,977 0.41 %

Commercial real estate - owner occupied 2,945 — 2,945 0.17

Commercial real estate - non-owner occupied 174 — 174 —

CRE - owner occupied $ 56 $ 261 $ 317 0.02 %

CRE - non-owner occupied — 2,612 2,612 0.06

Residential real estate — 295 295 0.01

Commercial and financial 65 3,995 4,060 0.17

Consumer — 3 3 —

Totals $ 121 $ 10,143 $ 10,264 0.08 %

1 At December 31, 2025, there were $ 0.5 million in unfunded lending related commitments associated with TBMs.

December 31, 2024

(In thousands) Rate Reduction or Rate Reduction with Term Extension

Term Extension and/or Payment Delay 1

% of Total Class of Loans

Construction and land development $ — $ 115 $ 115 0.02 %

CRE - owner occupied 2,945 — 2,945 0.17

CRE - non-owner occupied 174 — 174 —

Residential real estate 112 360 472 0.02

Commercial and financial 2,450 1,820 4,270 0.26

Totals $ 5,681 $ 2,366 $ 8,047 0.08 %

1 At December 31, 2024, there were no unfunded lending related commitments associated with TBMs.

8 unchanged sentences

1 At December 31, 2023, there were no unfunded lending related commitments associated with TBMs.

The following tables present the payment status of TBM loans that were modified in the twelve months prior to December 31, 2024 and in the twelve months prior to December 31, 2023.

The following tables present the payment status of TBM loans that were modified in the twelve months prior to December 31, 2025, the twelve months prior to December 31, 2024, and the twelve months prior to December 31, 2023.

December 31, 2025

4 unchanged sentences

Construction and land development $ 2,977 $ — $ — $ — $ — $ 2,977

Commercial real estate - owner occupied — — — — 2,945 2,945

Commercial real estate - non-owner occupied — — — — 174 174

CRE - owner occupied $ 317 $ — $ — $ — $ — $ 317

CRE - non-owner occupied — — — — 2,612 2,612

Residential real estate 114 — — — 181 295

Commercial and financial 3,243 — — — 817 4,060

Consumer — — — — 3 3

Totals $ 6,651 $ — $ — $ — $ 3,613 $ 10,264

December 31, 2024

(In thousands) Current Accruing

30-59 Days Past Due Accruing

60-89 Days Past Due Accruing

Than 90 Days Nonaccrual Total

Construction and land development $ 115 $ — $ — $ — $ — $ 115

CRE - owner occupied $ — $ — $ — $ — $ 2,945 $ 2,945

CRE - non-owner occupied $ — $ — $ — $ — $ 174 $ 174

Residential real estate $ 142 $ — $ — $ — $ 330 $ 472

Commercial and financial 1,878 — — — 2,393 4,271

— — — — 71 71

Totals $ 2,134 $ — $ — $ — $ 5,913 $ 8,047

1 Excludes $ 0.8 million of consumer TBM loans held for sale.

1 Excludes $ 0.8 million of consumer TBMs held for sale, with term extensions and/or payment delays.

December 31, 2023

7 unchanged sentences

Totals $ 4,006 $ 211 $ 156 $ 143 $ 13,001 $ 17,517

TBM loans that had a payment default during the year ending December 31, 2024 and were modified in the 12 months before default were immaterial as of December 31, 2024.

TBM loans that experienced a payment default during the years ending December 31, 2025, December 31, 2024, and December 31, 2023 and that were modified in the 12 months preceding the default were immaterial as of December 31, 2025, December 31, 2024, and December 31, 2023 respectively.

Note 5 - Allowance for Credit Losses

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

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-

1 unchanged sentence

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

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

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

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

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

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

4 unchanged sentences

(In thousands) Beginning

Balance Initial Allowance on PCD Loans Acquired During the Period Provision

Balance Provision

Losses Charge-

1 unchanged sentence

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

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

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

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

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

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

4 unchanged sentences

(In thousands) Beginning

Balance Initial Allowance on PCD Loans Acquired During the Period Provision

Balance Allowance on PCD Loans Acquired During the Period Provision

Losses Charge-

Offs Recoveries TDR

Adjustments Ending

Offs Recoveries Ending

Construction and land development $ 6,464 $ 5 $ 2,160 $ — $ 8 $ 8,637

Commercial real estate - owner occupied 8,579 38 ( 2,566 ) — — — 6,051

Commercial real estate - non-owner occupied 36,617 880 5,871 ( 179 ) 69 — 43,258

CRE - owner occupied 6,051 139 ( 663 ) — 2 5,529

CRE - non-owner occupied 43,258 647 4,315 ( 120 ) 188 48,288

Residential real estate 29,605 400 8,858 ( 356 ) 509 39,016

2 unchanged sentences

Total $ 113,895 $ 18,879 $ 37,518 $ ( 24,795 ) $ 3,434 $ 148,931

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

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

The forecasts of future economic conditions are over the expected remaining life of the loan using economic forecasts that revert to long-term historical averages over time.

As of December 31, 2024 and December 31, 2023, the Company utilized a multiple scenario model comprised of a blend of Moody’s economic scenarios and considered the uncertainty associated with the assumptions in the scenarios, including

continued actions taken by the Federal Reserve with regard to monetary policy and interest rates and the potential impact of those actions.

Outcomes could differ from the scenarios utilized, and the Company incorporated qualitative considerations reflecting the risk of uncertain economic conditions, and for additional dimensions of risk that may not be captured in the quantitative model.

The following section discusses changes in the level of the allowance for credit losses for the year ended December 31, 2024.

The allowance decreased $ 10.9 million, or 7.3 %, during 2024 to $ 138.1 million, or 1.34 %, of loans held for investment as of December 31, 2024.

In the Construction and Land Development segment, the decrease in the allowance is primarily due to a decrease in outstanding loan balances.

As of December 31, 2025 and December 31, 2024, the Company utilized a multiple scenario model comprised of a blend of Moody’s economic scenarios and considered the uncertainty associated with the assumptions in the scenarios, including continued actions taken by the Federal Reserve regarding monetary policy and changes in interest rates and the potential impact of those actions.

Outcomes could differ from the scenarios utilized, and the Company incorporated qualitative considerations

reflecting the risk of uncertain economic conditions, and for additional dimensions of risk that may not be captured in the quantitative model.

The following section discusses changes in the level of the ACL for the year ended December 31, 2025.

The allowance increased $ 40.7 million, or 29.5 %, during 2025 to $ 178.8 million, or 1.42 %, of loans held for investment as of December 31, 2025.

The acquisition of VBI on October 1, 2025, added approximately $ 1.2 billion in loans and provision expense of $ 22.7 million for the non-PCD loans acquired from VBI, contributing to the increase in allowance in each segment.

In the Construction and land development segment, the increase in the allowance is primarily due to an increase in outstanding loan balances.

In this segment, the primary source of repayment typically stems from proceeds of the sale or permanent financing of the underlying property.

Therefore, industry, collateral type and estimated collateral values are among the relevant factors in assessing expected losses.

In the Commercial Real Estate - Owner-Occupied segment, the allowance increased due to continued uncertainty in connection with commercial real estate valuations broadly.

In the CRE - owner-occupied segment, the allowance increased due to an increase in loan balances and additional credit and integration risk associated with acquired loan balances.

Risk characteristics include, but are not limited to, collateral type, note structure, and loan seasoning.

In the Commercial Real Estate - Non-Owner-Occupied segment, the allowance decrease is driven by an improvement in the economic forecast, partially offset by the impact of higher outstanding loan balances.

In the CRE - Non-owner occupied segment, the allowance increase is driven by an increase in loan balances and additional credit and integration risk associated with acquired loan balances.

Repayment is often dependent upon rental income from the successful operation of the underlying property or from the sale of the property.

2 unchanged sentences

The Residential real estate segment includes residential mortgage, home equity loans and HELOCs.

The allowance reflects higher loan balances partially offset by an improvement in macroeconomic factors.

Risk characteristics considered for this segment include, but are not limited to, borrower FICO score, lien position, loan to value ratios, and loan seasoning.

The increase in the allowance is primarily due to an increase in loans due to the VBI acquisition.

Risk characteristics considered for this segment include, but are not limited to, borrower FICO score, lien position, LTV ratios, and loan seasoning.

In the Commercial and financial segment, borrowers are primarily small to medium-sized professional firms and other businesses, and loans are generally supported by projected cash flows of the business, collateralized by business assets, and/or guaranteed by the business owners.

The decrease in the allowance is primarily due to resolution of several impaired relationships that were previously reserved.

The increase in the allowance is due to an increase in loan balances.

Industry, collateral type, estimated collateral values, and loan seasoning are among the relevant factors in assessing expected losses.

Consumer loans include installment and revolving lines, loans for automobiles, boats, and other personal or family purposes.

Risk characteristics considered for this segment include, but are not limited to, collateral type, loan to value ratios, loan seasoning and FICO scores.

The decrease in allowance for Consumer was driven by the decision to sell approximately $ 20 million in acquired unsecured loans, resulting in a decrease in loan balances and charge-offs of $ 2.9 million upon the transfer to held-for-sale.

Risk characteristics considered for this segment include, but are not limited to, collateral type, LTV ratios, loan seasoning, and FICO scores.

The decrease in allowance for consumer loans was driven by a decrease in loan balances, including the continued decline in loan balances associated with a portfolio of acquired unsecured loans.

Note 6 – Derivatives

6 unchanged sentences

Gains and losses on these back-to-back swaps, which offset, are recorded through Noninterest income.

Interest Rate Cap Designated as Cash Flow Hedges

The Company has entered into interest rate caps to mitigate exposure to the variability of future cash flows due to changes in interest rates on certain segments of its variable-rate loans.

During 2025, the Company entered into three interest rate caps, each with a notional amount of $ 100.0 million, maturing in November 2030 and December 2030.

The Company considers these derivatives to be highly effective at achieving offsetting changes in cash flows attributable to changes in interest rates and has designated them as cash flow hedges.

Therefore, changes in the fair value of these derivative instruments are recognized in Other comprehensive income.

Amortization of the premium paid on cash flow hedges is recognized in earnings over the term of the hedge in the same caption as the hedged item.

For the year ended December 31, 2025, the Company recognized $ 0.3 million through Other comprehensive income, and reclassified $ 0.1 million out of AOCI and into Interest Income.

Over the next twelve months the Company expects to reclassify $ 0.6 million from AOCI into Interest Income related to these agreements.

Interest Rate Swaps Designated as Fair Value Hedges

The Company has entered into interest rate swap contracts to hedge the risk of changes in fair value of the AFS securities portfolio due to changes in SOFR.

The Company periodically enters into interest rate swap contracts to hedge the risk of changes in fair value of the AFS securities portfolio due to changes in SOFR.

The Company considers these derivatives to be highly effective at offsetting changes in interest rates and assesses the effectiveness on a quarterly basis.

1 unchanged sentence

These derivative instruments are primarily for risk management purposes.

For the year ended December 31, 2024, the Company recognized, through other comprehensive income,

net losses of $ 2.7 million, and reclassified net gains of $ 0.4 million out of accumulated other comprehensive income into interest income.

For the year ended December 31, 2023, the Company recognized net gains through other comprehensive income of $ 2.6 million and reclassified net gains of $ 35 thousand out of accumulated other comprehensive income into interest income.

There were no securities fair value hedges at December 31, 2025.

For the year ended December 31, 2025, the Company recognized, through other comprehensive income, net losses of $ 0.4 million, and reclassified net losses of $ 0.5 million out of accumulated other comprehensive income into interest income.

For the year ended December 31, 2024, the Company recognized net losses through other comprehensive income of $ 2.7 million and reclassified net gains of $ 0.4 million out of accumulated other comprehensive income into interest income.

The Company has entered into interest rate swap contracts to hedge the risk of changes in the fair value of a pool of residential mortgages due to changes in SOFR.

3 unchanged sentences

These derivative instruments are primarily for risk management purposes.

For the years ended December 31, 2024 and December 31, 2023, the Company recognized gains through interest income of $ 2.3 million and $ 16 thousand, respectively.

For the years ended December 31, 2025 and December 31, 2024, the Company recognized gains through interest income of $ 0.9 million and $ 2.3 million, respectively.

Interest Rate Lock Commitment, Forward TBA Mortgage-Backed Securities, and Forward Loan Sale Commitment

The Company enters into commitments to originate mortgage loans in which the interest rate on the loan is determined prior to funding IRLCs, forward loan sale commitments for the future delivery of these mortgage loans for sale on the secondary market, and forward TBA mortgage-backed securities, which are classified as freestanding derivatives.

For the year ended December 31, 2025, the Company recognized a loss of $ 0.1 million in Mortgage banking income in the Consolidated Statements of Income, related to these non-hedging derivative financial instruments.

(In thousands) Notional Amount Fair Value Balance Sheet Category

2 unchanged sentences

$ 1,152,442 $ 25,009 Other assets and Other liabilities

Securities fair value hedges 400,000 436 Other Assets

Residential mortgage fair value hedges 400,000 121 Other Assets and Other Liabilities

Residential mortgage fair value hedges 400,000 380 Other liabilities

Interest rate caps cash flow hedges 300,000 3,064 Other assets

IRLC 5,106 495 Other assets

Forward TBA mortgage-backed securities

5,122 94 Other liabilities

Forward loan sale commitment 285 51 Other assets

December 31, 2024

2 unchanged sentences

Securities fair value hedges 400,000 436 Other assets

Residential mortgage fair value hedges 200,000 75 Other Liabilities

Residential mortgage fair value hedges 400,000 121 Other assets and Other liabilities

1 Interest rate contracts include risk participation agreements with notional amounts of $ 65.3 million and $ 28.9 million at December 31, 2025, and December 31, 2024, respectively with nominal fair value in both periods.

3 unchanged sentences

(In thousands) 2025 2024 2025 2024

Securities available-for-sale 1

Securities AFS 1

$ — $ 460,126 $ — $ 35

1,043,345 596,632 559 283

1 At December 31, 2024, and December 31, 2023, the amortized cost basis and unallocated basis adjustments used in hedging relationships was $ 553.8 million and $ 680.6 million, respectively.

1 At December 31, 2024, the amortized cost basis and unallocated basis adjustments used in hedging relationships was $ 553.8 million.

Refer to "Note 3 - Securities" for a reconciliation of the amortized cost and fair value of AFS securities.

2 These amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios a nticipated to be outstanding for the designated hedge period.

At December 31, 2024, the portfolio layer method was $ 400 million , of which $ 400 million was designated as hedged.

At December 31, 2023, the portfolio layer method was $ 200 million, of which $ 200 million was designated as hedged.

At each of December 31, 2025 and December 31, 2024, the portfolio layer method was $ 400 million , of which $ 400 million was designated as hedged.

Note 7 - Bank Premises and Equipment

24 unchanged sentences

Acquired intangible assets primarily consist of CDI, which are intangible assets arising from the purchase of deposits separately or from bank acquisitions.

Refer to Note 17 - Business Combinations for additional details related to goodwill, CDI, and other intangibles related to bank acquisitions.

The change in balance for CDI is as follows:

5 unchanged sentences

End of year $ 164,217 $ 68,074 $ 91,702

The gross carrying amount and accumulated amortization of the Company's CDI subject to amortization as of:

The gross carrying amount and accumulated amortization of the Company's CDI subject to amortization was as follows:

December 31, 2025 December 31, 2024

3 unchanged sentences

Amount Accumulated

Core deposit intangible $ 125,720 $ ( 57,646 ) $ 135,212 $ ( 43,511 )

The annual amortization expense for the Company's CDI for each of the five years subsequent to December 31, 2024 is $ 19.9 million, $ 16.4 million, $ 13.0 million, $ 9.3 million and $ 6.1 million, respectively.

Certain customer relationships were acquired in 2022 through the acquisition of Drummond and its insurance agency subsidiary.

The gross carrying amount assigned to these relationships as of December 31, 2024 is $ 2.6 million and the accumulated amortization is $ 0.6 million.

The intangible asset is being amortized on a straight line basis over 10 years.

CDI $ 243,444 $ ( 79,227 ) $ 125,720 $ ( 57,646 )

As of December 31, 2025, estimated annual amortization expense for the Company's CDI in future periods was as follows:

(In thousands) Amount

2026 $ 38,634

Thereafter 29,357

Total $ 164,217

The carrying value of servicing rights retained from the sale of the guaranteed portion of SBA loans totaled $ 1.7 million at December 31, 2025 and 2024.

Mortgage Servicing Rights at Fair Value

Changes in the Company's MSRs measured at fair value, acquired through the acquisition of VBI, were as follows for the year ended December 31, 2025:

For the Year Ended December 31,

(In thousands) 2025

Carrying value at beginning of period $ —

Acquired 28,065

Originated servicing rights capitalized upon sale of loan 463

Change in fair value:

Due to payoffs/paydowns ( 555 )

Due to change in valuation inputs or assumptions 88

Carrying value at end of period $ 28,061

Data and key economic assumptions, as well as the valuation's sensitivity to interest rate fluctuations, related to the Company’s MSRs as of December 31, 2025 were as follows:

(In thousands) 2025

Unpaid principal balance $ 2,540,798

Prepayment rate assumptions:

Weighted-average

Estimated impact on fair value of a 10% increase $ ( 1,373 )

Estimated impact on fair value of a 20% increase ( 2,639 )

Option-adjusted spread:

Weighted-average

Estimated impact on fair value of a 100 basis point increase $ ( 1,163 )

Estimated impact on fair value of a 200 basis point increase ( 2,232 )

Weighted-average coupon interest rate

Weighted-average servicing fee

Weighted-average remaining maturity (in months)

The sensitivity calculations above are hypothetical changes and should not be considered to be predictive of future performance.

Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear.

Also, the effect of a variation in a particular assumption on the fair value is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.

Note 9 - Borrowings

13 unchanged sentences

government-sponsored entities $ 512,066 $ 237,074

At December 31, 2024, the Company had available secured lines of credit totaling $ 4.0 billion, inclusive of lendable collateral of $ 2.6 billion and $ 1.4 billion at the Federal Reserve and the FHLB, respectively.

At December 31, 2025, in addition to $ 388.5 million in cash, 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 secured lines of credit totaling $ 3.4 billion, included lendable collateral of $ 2.3 billion and $ 1.1 billion at the Federal Reserve and the FHLB, respectively.

Of the $ 1.1 billion at the FHLB, $ 835.0 million was outstanding at December 31, 2025.

During 2025, the average interest rate on FHLB borrowings was 4.27 % and the weighted-average interest rate on balances outstanding at December 31, 2025 was 3.82 %.

At December 31, 2024, in addition to $ 476.6 million in cash, the Company had $ 5.6 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 secured lines of credit totaling $ 4.0 billion, included lendable collateral of $ 2.6 billion and $ 1.4 billion at the Federal Reserve and the FHLB, respectively.

Of the $ 1.4 billion at the FHLB, $ 245.0 million was outstanding at December 31, 2024.

During 2024, the average interest rate on FHLB borrowings was 4.20 % and the weighted-average interest rate on balances outstanding at December 31, 2024 was 4.19 %.

The following table details the maturities of our FHLB borrowings at December 31, 2025:

27 unchanged sentences

Interest can be deferred for a period not longer than five years.

If the Company elects to defer interest, it may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock.

If the Company elects to defer interest, it may not, with

certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock.

As of December 31, 2025, 2024 and 2023, all interest payments on trust preferred securities were current.

3 unchanged sentences

The obligations of the Company under the junior subordinated notes, the trust agreement establishing the Trusts, the guarantees and agreements as to expenses and liabilities, in aggregate, constitute a full and conditional guarantee by the Company of the Trusts' obligations under the trust preferred securities.

In 2022, the Company obtained $ 12.3 million in senior notes 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.

At and after October 30, 2025, the notes are redeemable at par.

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.

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.

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.

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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.

In 2025, the Company assumed a financing obligation through the acquisition of VBI, which is recognized within Long-term debt, net on the Consolidated Balance Sheets.

Refer to Note 11 - Lease Commitments for additional details.

Note 10 - Employee Benefits and Stock Compensation

The Company’s defined contribution plan covers substantially all employees after one year of service and includes a matching benefit for employees who can elect to defer a portion of their compensation.

In addition, amounts of compensation contributed by employees are matched on a percentage basis under the plan.

The Company has established a defined contribution plan for eligible employees.

The plan allows a participant to defer a portion of their compensation and provides that the Company will match a portion of the deferred compensation.

The plan also provides for non-elective and discretionary contributions.

All employees who satisfy service eligibility requirements may participate in the plan.

The plan matches 50 % of each employee’s elective deferral amount, up to a 4 % max.

The Company's contributions to this plan charged to expense were $ 5.4 million in 2025, $ 5.2 million in 2024, and $ 4.8 million in 2023.

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Income tax benefit $ ( 3,990 ) $ ( 3,483 ) $ ( 3,406 )

1 Excludes $ 10.3 million in 2023 and $ 10.4 million in 2022 associated with replacement awards granted in bank acquisitions.

1 Excludes $ 10.3 million in 2023 associated with replacement awards granted in bank acquisitions.

The total unrecognized compensation cost and the weighted-average period over which unrecognized compensation cost is expected to be recognized related to non-vested share-based compensation arrangements at December 31, 2025 is presented below:

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Cost Weighted-Average Period Remaining (Years)

Restricted stock awards $ 16,339 1.80

Restricted stock units 6,829 2.21

RSAs $ 17,401 1.72

RSUs 7,683 2.01

Total $ 25,084 1.81

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Non-vested at December 31, 2025 1,025,545 $ 25.52

Information regarding restricted stock awards during each of the following years is presented below:

Information regarding RSAs during each of the following years is presented below:

For the Year Ended December 31,

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Restricted Stock Units

RSUs allow the grantee to earn 0 %- 225 % of the target award based on the Company's achievement of performance goals relating to average annual earnings per share growth and average annual return on average tangible equity relative to a group of peer companies, each measured over a three year period beginning with the year of grant.

RSUs allow the grantee to earn 0 % - 225 % of the target award based on the Company's achievement of performance goals relating to average annual EPS growth and average annual return on average tangible equity relative to a group of peer companies, each measured over a three year period beginning with the year of grant.

A summary of the status of the Company’s non-vested RSUs as of December 31, 2025, and changes during the year then ended, is presented below:

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Non-vested at December 31, 2025 607,695 $ 24.70

Information regarding restricted stock units during each of the following years is presented below:

Information regarding RSUs during each of the following years is presented below:

For the Year Ended December 31,

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The fair value of options and warrants granted is estimated on the date of grant using the Black-Scholes options-pricing model.

In 2023 and 2022, a total of 1,016,619 options to purchase shares of Seacoast stock were granted to option holders of acquired entities in accordance with the terms of the merger agreements.

The Company did not grant any stock options in 2024.

In 2025 and 2023, the Company granted a total of 970 and 501,561 options to purchase shares of Seacoast stock.

There were no stock options granted in 2024.

For the Year Ended December 31,

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Outstanding at January 1, 2025 620,642 $ 22.38

Granted 970 27.79

Exercised ( 70,696 ) 13.41

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Weighted-average grant date fair value $ 27.79 N/A $ 12.63

Intrinsic value of stock options exercised, in thousands $ 2,487 5,969 8,860

Intrinsic value of stock options exercised (000s)

$ 1,199 $ 2,487 $ 5,969

Supplemental Executive Retirement Plan

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(In thousands, except for weighted-average data) 2025 2024

Operating lease right-of-use assets $ 40,935 $ 46,772

Operating lease ROUAs $ 57,925 $ 40,935

Operating lease liabilities 62,322 44,717

Cash paid during the year for amounts included in the measurement of operating lease liabilities 11,764 10,600

Right-of-use assets recorded during the year in exchange for new or renewed operating lease obligations 2,815 4,139

Right-of-use assets obtained during the year through bank acquisition — 3,909

ROUAs recorded during the year in exchange for new or renewed operating lease obligations 16,540 2,815

ROUAs obtained during the year through bank acquisition 9,906 —

Weighted-average remaining lease term for operating leases 7.3 years 6.4 years

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Total $ 62,322

Sale-Leaseback Transaction Accounted for as Financing Obligation

Through the acquisition of VBI, the Company assumed a financing obligation related to branch properties that did not qualify for sale accounting under ASC Topic 842-40, Sale and Leaseback , and recognized the obligation in accordance with ASC 805, Business Combinations .

At the date of acquisition, the $ 17.8 million financing obligation was recorded at fair value, which was $ 8.3 million higher than the contractual lease amount.

The premium is amortized over the 20‑year term, with the resulting accretion recognized within Interest Expense in the Consolidated Statements of Income.

At December 31, 2025, the remaining balance, $ 17.6 million, was reflected within Long-term debt, net on the Consolidated Balance Sheets.

Note 12 - Income Taxes

All of the Company’s Income before income taxes as reported in the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 is attributable to domestic operations.

The provision for income taxes is as follows:

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For the Year Ended December 31,

(In thousands) 2024 2023 2022

Tax rate applied to income before income taxes $ 32,727 $ 28,193 $ 29,009

(Dollars in thousands) 2025 2024 2023

Amount Rate Amount Rate Amount Rate

Federal statutory tax $ 39,166 21.0 % $ 32,727 21.0 % $ 28,193 21.0 %

Increase (decrease) resulting from the effects of:

Nondeductible acquisition costs — 300 924

( 1,153 ) ( 0.6 ) ( 641 ) ( 0.4 ) ( 402 ) ( 0.3 )

Nontaxable or nondeductible items

Tax exempt interest on loans and securities 2

Income from bank owned life insurance ( 2,108 ) ( 2,217 ) ( 935 )

State income taxes ( 1,377 ) ( 1,256 ) ( 1,081 )

Tax credit investments ( 641 ) ( 402 ) ( 406 )

Stock compensation 66 ( 446 ) ( 992 )

Executive compensation disallowance 111 638 402

( 2,171 ) ( 1.2 ) ( 852 ) ( 0.5 ) ( 639 ) ( 0.5 )

Income from BOLI ( 2,594 ) ( 1.4 ) ( 2,108 ) ( 1.3 ) ( 2,217 ) ( 1.7 )

Other 2,239 1.3 549 0.3 561 0.5

Federal tax provision 35,487 19.1 29,675 19.1 25,496 19.0

State tax provision 6,557 5,979 5,150

Total income tax provision $ 34,854 $ 30,219 $ 31,629

State tax provision, net of federal income tax effect 3

6,141 3.2 5,179 3.3 4,723 3.5

Provision for income tax expense $ 41,628 22.3 % $ 34,854 22.4 % $ 30,219 22.5 %

1 Tax credit, net of amortization and other tax benefits.

2 Tax exempt interest net of interest expense disallowance.

3 State taxes from Florida made up the majority (greater than 50%) of the tax effect in this category.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The following is a summary of the significant components of the Company's deferred tax assets and liabilities as of:

The following is a summary of the significant components of the Company's DTAs and liabilities as of:

(In thousands) 2025 2024

Allowance for credit losses $ 38,093 $ 40,710

Other real estate owned 220 91

ACL $ 49,225 $ 38,093

Accrued stock compensation 4,423 4,296

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Other 11,103 4,951

Gross deferred tax assets 137,226 157,249

Gross DTAs 135,953 137,226

Valuation allowance — —

Deferred tax assets net of valuation allowance 137,226 157,249

Core deposit intangible ( 18,040 ) ( 24,301 )

Net unrealized derivatives gains 9 ( 670 )

DTAs net of valuation allowance 135,953 137,226

CDI ( 43,517 ) ( 18,040 )

Net unrealized derivatives (gains) losses ( 78 ) 9

Premises and equipment ( 6,987 ) ( 841 )

Right-of-use assets ( 10,375 ) ( 11,854 )

ROUAs ( 14,681 ) ( 10,375 )

Other ( 4,111 ) ( 4,990 )

Gross deferred tax liabilities ( 69,374 ) ( 34,237 )

Net deferred tax assets $ 102,989 $ 113,232

Net DTAs $ 66,579 $ 102,989

Included in the table above is the effect of temporary differences associated with the Company's investments in debt securities accounted for under ASC Topic 320, Investments - Debt Securities, for which no deferred tax expense or benefit was recognized.

These items are recorded as Accumulated Other Comprehensive Income in the shareholders' equity section of the consolidated balance sheet.

In 2024, net unrealized losses on debt securities of $ 207.3 million resulted in a deferred tax asset of $ 49.4 million.

In 2023, unrealized losses of $ 212.7 million resulted in a deferred tax asset of $ 50.8 million.

At December 31, 2024, the Company's net DTAs of $ 103.0 million consisted of $ 87.0 million of net U.S.

federal DTAs and $ 20.7 million of net state DTAs.

At December 31, 2023, the Company's net DTAs of $ 113.2 million consisted of $ 91.0 million of net U.S.

federal DTAs and $ 22.2 million of net state DTAs.

These items are recorded as AOCI in the shareholders' equity section of the consolidated balance sheet.

In 2025, net unrealized losses on debt securities of $ 100.9 million resulted in a DTA of $ 23.8 million.

In 2024, unrealized losses of $ 207.3 million resulted in a DTA of $ 49.4 million.

Management assesses the necessity of a valuation allowance recorded against DTAs at each reporting period.

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No interest or penalties were accrued at December 31, 2025.

In accordance with ASC Topic 718, Compensation – Stock Compensation, the Company recognized net expense of $ 0.2 million and benefits of $ 0.5 million and $ 1.1 million in 2024, 2023, and 2022, respectively, of discrete tax benefits related to share-based compensation.

In accordance with ASC Topic 323, Investments-Equity Method and Joint Ventures, amortization of the Company's low-income housing credit investments of $ 3.2 million, $ 2.8 million and $ 2.5 million was reflected as income tax expense for the years ended December 31, 2024, 2023, and 2022, respectively.

The amounts of affordable housing tax credits, amortization and tax benefits recorded as income tax expense for the year ended December 31, 2024 were $ 3.0 million, $ 3.2 million, and $ 0.8 million, respectively.

The amounts of affordable housing tax credits, amortization and tax benefits recorded as income tax expense for the year ended December 31, 2023 were $ 2.7 million, $ 2.8 million and $ 1.5 million, respectively, and for the year ended December 31, 2022 were $ 2.0 million, $ 2.5 million and $ 1.0 million, respectively.

The carrying value of the affordable housing credit investments was $ 36.3 million and $ 39.5 million at December 31, 2024 and 2023, respectively, of which $ 18.3 million and $ 26.3 million, respectively, was unfunded.

The Company has no unrecognized income tax benefits or provisions due to uncertain income tax positions.

No federal or state income tax return examinations are currently in process.

The Company does not expect to record or realize any material unrecognized tax benefits during 2024.

The following are the major tax jurisdictions in which the Company operates and the earliest tax year, exclusive of the impact of the net operating loss carryforwards, subject to examination:

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The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total, Tier 1 capital and common equity Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets, all as defined in the regulations.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total, Tier 1 capital and CET1 capital to risk-weighted assets and of Tier 1 capital to average assets, all as defined in the regulations.

At December 31, 2025 and 2024, the Company and Seacoast Bank, its wholly-owned banking subsidiary, were both considered “well-capitalized” based on the applicable U.S.

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Tier 1 Capital Ratio 2,047,334 14.48 N/A N/A 848,309 ≥ 6.00

Common Equity Tier 1 Capital Ratio 1,561,325 14.15 N/A N/A 496,453 ≥ 4.50

CET1 Capital Ratio 1,631,436 11.54 N/A N/A 636,232 ≥ 4.50

Leverage Ratio 2,047,334 10.16 N/A N/A 806,011 ≥ 4.00

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Tier 1 Capital Ratio 1,633,819 14.81 N/A N/A 661,937 ≥ 6.00

Common Equity Tier 1 Capital Ratio 1,493,499 13.87 N/A N/A 484,512 ≥ 4.50

CET1 Capital Ratio 1,561,325 14.15 N/A N/A 496,453 ≥ 4.50

Leverage Ratio 1,633,819 11.19 N/A N/A 584,274 ≥ 4.00

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Tier 1 Capital Ratio 1,952,001 13.82 1,129,858 ≥ 8.00 847,394 ≥ 6.00

Common Equity Tier 1 Capital Ratio 1,555,980 14.13 715,899 ≥ 6.50 495,622 ≥ 4.50

CET1 Capital Ratio 1,951,997 13.82 918,010 ≥ 6.50 635,545 ≥ 4.50

Leverage Ratio 1,952,001 9.69 1,006,774 ≥ 5.00 805,419 ≥ 4.00

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Tier 1 Capital Ratio 1,555,986 14.13 881,106 ≥ 8.00 660,830 ≥ 6.00

Common Equity Tier 1 Capital Ratio 1,466,874 13.64 699,071 ≥ 6.50 483,972 ≥ 4.50

CET1 Capital Ratio 1,555,980 14.13 715,899 ≥ 6.50 495,622 ≥ 4.50

Leverage Ratio 1,555,986 10.66 729,699 ≥ 5.00 583,760 ≥ 4.00

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$ 3,153,326 $ 2,292,047

Liabilities and Shareholders' Equity

Liabilities, Convertible Preferred Stock and Shareholders' Equity

Long-term debt $ 95,161 $ 106,966

Other liabilities 2,482 1,941

Convertible preferred stock 343,125 —

Shareholders' equity 2,712,558 2,183,140

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Net increase in other assets ( 2,283 ) ( 1,042 ) ( 3,029 )

Net increase in other liabilities 1,056 22,646 499

Net (decrease) increase in other liabilities ( 11,656 ) 1,056 22,646

Net cash provided by operating activities 309,248 55,743 56,456

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Net advances with subsidiary ( 1,110 ) 5,471 270

Net cash provided by investment activities 5,471 10,507 4,310

Net cash (used in) provided by investment activities ( 238,831 ) 5,471 10,507

Cash flows from financing activities

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Unfunded limited partner equity commitment 1

$ 19,141 $ 25,458

1 Commitments under the SBIC Act to be used to provide capital to small businesses and entities that provide LIHTCs.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.

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Collateral held for secured standby letters of credit at December 31, 2025 totaled $ 60.1 million.

Unfunded limited partner equity commitments at December 31, 2024 totaled $ 25.5 million that the Company has committed to small business investment companies under the SBIC Act to be used to provide capital to small businesses and entities that provide low income housing tax credits.

Note 16 - Fair Value

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Financial Assets

Debt securities available-for-sale 1

Debt securities AFS 1

$ 5,164,567 $ 200 $ 5,164,367 $ —

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4,250 — — 4,250

Other real estate owned 3

6,421 — — 6,421

Equity securities 4

13,923 13,923 — —

28,061 — — 28,061

Financial Liabilities

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Financial Assets

Debt securities available-for-sale 1

Debt securities AFS 1

$ 2,226,543 $ 196 $ 2,226,347 $ —

4 unchanged sentences

1,839 — — 1,839

Other real estate owned 3

6,421 — — 6,421

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1 See “ Note 3 - Securities ” for further detail of fair value of individual investment categories.

2 Recurring fair value basis determined using observable market data.

2 Recurring fair value basis determined using observable market data for level 2 inputs.

Level 3 inputs utilize a market approach that incorporates a pull-through rate assumption.

3 Fair value is measured on a nonrecurring basis.

4 Investment in shares of mutual funds that invest primarily in CRA-qualified debt securities, reported at fair value in Other Assets.

Recurring fair value basis is determined using market quotations.

Recurring fair value basis is determined using market quotations with fair value adjustments are recognized in earnings.

5 Recurring fair value basis determined using unobservable market data.

See Note 8 - Goodwill and Acquired Intangible Assets for additional information on assumptions utilized.

Debt securities available-for-sale :

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The fair value of these derivatives is based on a discounted cash flow approach.

Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate swaps is classified as Level 2.

Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate swaps and forward TBA mortgage-backed securities is classified as Level 2.

The fair values of these instruments are based upon the estimated amount the Company would receive or pay to terminate the instruments, taking into account current interest rates and, when appropriate, the current credit worthiness of the counterparties.

IRLCs and forward loan sale commitment fair values are estimated based on quoted prices for similar loans in active markets.

However, the value is adjusted by a factor which considers the likelihood of a loan in a lock position will ultimately close.

This closing ratio is derived from internal data and is adjusted using significant accounting judgment.

As such, these derivatives are classified as Level 3 measurements and the Company values these derivatives primarily utilize a market approach that incorporates flow mandatory market pricing, adjusted for expected pull‑through based on historical experience.

For IRLCs, the weighted-average pull-through rate was 94 % and the

weighted-average current reference price was 101.26 %.

For forward loan sale commitments, the weighted-average pull-through rate was 100 % and the weighted-average current reference price was 101.12 %.

Loans held for sale :

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Interest income is recorded based on contractual terms of the loan in accordance with Company's policy on loans held for investment.

Loans and other real estate owned :

Fair values of collateral-dependent real estate loans and OREO are based on recent real

estate appraisals less estimated costs of sale.

Loans and OREO :

Fair values of collateral-dependent real estate loans and OREO are based on recent real estate appraisals less estimated costs of sale.

Evaluations may use either a single valuation approach or a combination of approaches, such as comparative sales, cost and/or income approach.

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As such, the fair values of these loans and properties are considered Level 3 in the fair value hierarchy.

Collateral-dependent loans measured at fair value totaled $ 3.0 million with a specific reserve of $ 1.2 million at December 31, 2024, compared to $ 17.8 million with a specific reserve of $ 2.6 million at December 31, 2023.

There were no collateral-dependent loans measured at fair value and therefore no related specific reserves of at December 31, 2025, compared to $ 3.0 million with a specific reserve of $ 1.2 million at December 31, 2024.

Mortgage servicing rights :

The fair value of these derivatives is based on an income approach.

Various unobservable assumptions including expected cash flows, market discount rates, prepayment rates, servicing rights, and other factors are utilized, therefore the valuation of MSRs are classified as Level 3.

See "Note 8 - Goodwill and Acquired Intangible Assets" for further detail.

For recurring fair value measurements, transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's monthly and/or quarterly valuation process.

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Financial Assets

Held-to-maturity debt securities 1

HTM debt securities 1

$ 586,178 $ — $ 489,560 $ —

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FHLB borrowings 835,000 — 833,483 —

Long-term debt 106,966 — 95,563 —

Subordinated debt 95,161 — 90,248 —

At December 31, 2024

Financial Assets

Held-to-maturity debt securities 1

HTM debt securities 1

$ 635,186 $ — $ 507,594 $ —

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1 See “ Note 3 - Securities ” for further detail of recurring fair value basis of individual investment categories.

The short maturity of Seacoast’s assets and liabilities results in having a significant number of financial instruments whose fair value equals or closely approximates carrying value.

The short maturity of Seacoast’s assets and liabilities results in a significant number of financial instruments whose fair value equals or closely approximates carrying value.

Such financial instruments are reported in the following balance sheet captions:

cash and due from banks, interest-bearing deposits with other banks, short-term FHLB borrowings and securities sold under agreement to repurchase.

cash and due from banks, interest-bearing deposits with other banks, and securities sold under agreements to repurchase.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value at December 31, 2025 and December 31, 2024:

Held-to-maturity debt securities :

HTM debt securities :

These debt securities are reported at fair value utilizing Level 2 inputs.

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Investments at NAV:

The Company has equity investments in SBICs accounted for under the fair value practical expedient of NAV totaling $ 21.1 million at December 31, 2024, which are not included in the fair value hierarchy.

Prior to the fourth quarter of 2024, SBIC investments were accounted for at cost less impairment, if any and as of December 31, 2023, the SBIC investments totaled $ 15.6 million.

The Company has equity investments in SBICs accounted for under the fair value practical expedient of NAV totaling $ 26.4 million at December 31, 2025 and $ 21.1 million at December 31, 2024, which are not included in the fair value hierarchy.

These investments are made primarily through various SBIC funds as a strategy to provide expansion and growth opportunities to small businesses and are subject to various risks, including market, liquidity, and credit risk.

SBIC’s are generally structured to operate for approximately 10 years and the Company’s investments are not redeemable.

SBICs are generally structured to operate for approximately 10 years, and the Company’s investments are not redeemable.

Distributions are received through the liquidation of the underlying assets, which is expected to occur over the next 5 - 10 years.

At December 31, 2024, unfunded commitments related to these investments were $ 7.1 million.

Unfunded commitments related to these investments were $ 8.7 million at December 31, 2025 and $ 7.1 million at December 31, 2024.

Deposit liabilities :

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Note 17 - Business Combinations

Acquisition of Professional Holding Corp.

On January 31, 2023, the Company completed its acquisition of Professional.

Simultaneously, upon completion of the merger of Professional and the Company, Professional Bank was merged with and into Seacoast Bank.

Prior to the acquisition, Professional Bank operated nine branches across South Florida.

The transaction further expanded the Company’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 acquired 100 % of the outstanding common stock of Professional.

Under the terms of the merger agreement, Professional shareholders received 0.8909 shares of Seacoast common stock for each share of Professional common stock held immediately prior to the merger, and Professional option holders received options to purchase Seacoast common stock, with the number of shares underlying each such option and the applicable exercise price adjusted using the same 0.8909 exchange ratio.

(In thousands, except per share data) January 31, 2023

Number of Professional common shares outstanding 14,358

Per share exchange ratio 0.8909

Number of shares of SBCF common stock issued 12,792

Multiplied by common stock price per share at January 31, 2023

Value of SBCF common stock issued $ 410,738

Cash paid for fractional shares 5

Fair value of Professional options converted 10,304

Total purchase price $ 421,047

The acquisition of Professional was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

The Company recognized goodwill of $ 251.7 million for this acquisition that is nondeductible for tax purposes.

Determining fair values of assets and liabilities, especially the loan portfolio, core deposit intangibles, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values.

As part of the acquisition of Professional, options to purchase shares of Seacoast common stock were granted to replace outstanding Professional options.

These options were fully vested upon acquisition.

The full value of the replacement options, $ 10.3 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.

Initially Measured Measurement As Adjusted

(In thousands) January 31, 2023 Period Adjustments January 31, 2023

Cash and cash equivalents $ 141,680 $ — $ 141,680

Investment securities 167,059 — 167,059

Loans 1,991,713 ( 5,544 ) 1,986,169

Bank premises and equipment 2,478 — 2,478

Core deposit intangibles 48,885 — 48,885

Goodwill 248,091 3,583 251,674

BOLI 55,071 — 55,071

Other Assets 74,232 2,561 76,793

Total Assets $ 2,729,209 $ 600 $ 2,729,809

Deposits $ 2,119,341 $ — $ 2,119,341

Subordinated debt 21,141 — 21,141

Other Liabilities 167,680 600 168,280

Total Liabilities $ 2,308,162 $ 600 $ 2,308,762

The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.

January 31, 2023

(In thousands) Book Balance Fair Value

Construction and land development $ 156,048 $ 151,012

Commercial real estate - owner occupied 293,473 274,068

Commercial real estate - non-owner occupied 752,393 692,746

Residential real estate 509,305 483,611

Commercial and financial 392,396 350,628

Consumer 33,656 32,153

PPP Loans 1,951 1,951

Total acquired loans $ 2,139,222 $ 1,986,169

The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:

(In thousands) January 31, 2023

Book balance of loans at acquisition $ 155,031

Allowance for credit losses at acquisition ( 18,879 )

Non-credit related discount ( 12,361 )

Total PCD loans acquired $ 123,791

The acquisition of Professional resulted in the addition of $ 45.5 million in allowance for credit losses, including the $ 18.9 million identified in the table above for PCD loans, and $ 26.6 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

Included within the $ 18.9 million initial PCD allowance is $ 5.5 million recorded as a measurement period adjustment during the three months ended June 30, 2023, reflecting information obtained by the Company relating to events or circumstances existing at the acquisition date.

The Company believes the deposits assumed in the acquisition have an intangible value.

In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates and age of deposit relationships.

The core deposit intangible asset acquired from Professional is being amortized over eight years using an accelerated method of amortization.

Acquisition of Apollo Bancshares, Inc.

On October 7, 2022, the Company completed its acquisition of Apollo.

Simultaneously, upon completion of the merger of Apollo and the Company, Apollo Bank was merged with and into Seacoast Bank.

Prior to the acquisition, Apollo Bank operated five branches in Miami-Dade County.

As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results.

Under the terms of the merger agreement, Apollo shareholders received 1.006529 shares of Seacoast common stock for each share of Apollo common stock, and the minority interest holders in Apollo Bank received 1.195651 shares of Seacoast common stock for each share of Apollo Bank common stock.

Acquisition of Villages Bancorporation, Inc.

On October 1, 2025, the Company completed its acquisition of VBI, adding 19 branches in North Central Florida including The Villages® community.

Integration activities, including system conversion, are expected to be finalized in the third quarter of 2026.

The Company acquired 100 % of the outstanding common stock of VBI.

Pursuant to the merger agreement, each share of VBI common stock was converted into the right to receive, at the shareholders' election, (i) $ 1,000.00 in cash, (ii) 38.5000 shares of Seacoast common stock or (iii) a 25 % - 75 % combination of cash and common stock, with the final election subject to a proration mechanism such that 25 % of VBI shares received the cash consideration and 75 % of VBI shares received the stock consideration.

In the event any shareholder or shareholder group would have received more than 9.75 % of cumulative outstanding Seacoast common stock, non-voting convertible preferred stock was issued in lieu of the excess amount of common shares.

The final consideration totaled $ 829.1 million.

(In thousands, except per share data) October 1, 2025

Number of Apollo common shares outstanding 3,766

Per share exchange ratio 1.0065

Number of shares of SBCF common stock issued 3,791

Number of Apollo Bank minority interest shares outstanding 609

Per share exchange ratio 1.1957

Number of VBI shares receiving stock 550

Per share exchange ratio for VBI shares receiving stock 38.5000

Number of shares of SBCF common stock issued 9,923

Total number of shares of SBCF common stock issued 4,519

Multiplied by common stock price per share at October 7, 2022 $ 30.83

Value of SBCF common stock issued $ 139,307

Cash paid for fractional shares 5

Fair value of Apollo options and warrants converted 6,530

Number of shares of SBCF preferred stock issued 1

Multiplied by SBCF price per share at October 1, 2025 $ 30.50

Total Value of SBCF common and preferred stock issued $ 645,785

Number of VBI shares receiving cash 183

Per share exchange ratio for VBI shares receiving cash $ 1,000.00

Cash consideration paid to VBI shareholders, including cash paid for fractional shares $ 183,360

Total purchase price $ 829,145

The acquisition of Apollo was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

1 Preferred stock is 1/1,000 th share for every share of common stock.

The acquisition of VBI will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

The Company recognized goodwill of $ 280.1 million for this acquisition that is nondeductible for tax purposes.

As part of the acquisition of Apollo, options and warrants were granted to replace outstanding Apollo awards.

These awards were fully vested upon acquisition.

The full value of the replacement awards, $ 6.5 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.

Initially Measured Measurement As Adjusted

(In thousands) October 7, 2022 Period Adjustments October 7, 2022

Determining fair values of assets and liabilities, especially the loan portfolio, CDI, and deferred taxes, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values.

The fair values initially assigned to assets acquired and liabilities assumed are preliminary and could change for up to one year after the closing date of the acquisition as new information and circumstances relative to closing date fair values becomes known.

The table below presents the allocation of the purchase consideration.

(In thousands) October 1, 2025

Cash and cash equivalents $ 166,758

2 unchanged sentences

Bank premises and equipment 45,942

Core deposit intangibles 28,699 — 28,699

Goodwill 280,087

2 unchanged sentences

Deposits $ 3,450,869

Securities sold under agreements to repurchase 105,064

Other Liabilities 60,856

4 unchanged sentences

Construction and land development

Commercial real estate - owner-occupied 131,093 121,600

Commercial real estate - non owner-occupied 374,673 340,561

$ 102,067 $ 98,849

CRE - owner occupied

93,284 90,147

CRE - non-owner occupied

361,699 335,761

Residential real estate 365,935 349,786

5 unchanged sentences

Book balance of loans at acquisition $ 148,575

Allowance for credit losses at acquisition ( 2,658 )

ACL at acquisition ( 3,026 )

Non-credit related discount ( 19,198 )

Total PCD loans acquired $ 126,351

The acquisition of Apollo resulted in the addition of $ 7.8 million in allowance for credit losses, including the $ 2.7 million identified in the table above for PCD loans, and $ 5.1 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The acquisition of VBI resulted in the addition of $ 25.7 million in ACL, including the $ 3.0 million identified in the table above for PCD loans, and $ 22.7 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The Company believes the deposits assumed in the acquisition have an intangible value.

In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates, and age of deposit relationships.

Acquisition of Drummond Banking Company.

On October 7, 2022, the Company completed its acquisition of Drummond.

Simultaneously, upon completion of the merger of Drummond and the Company, Drummond’s wholly owned subsidiary bank, Drummond Community Bank, was merged with and into Seacoast Bank.

Prior to the acquisition, Drummond Community Bank operated 18 branches across North Florida.

As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results.

The Company acquired 100 % of the outstanding common stock of Drummond.

Under the terms of the merger agreement, each share of Drummond common stock was converted into the right to receive 51.9561 shares of Seacoast common stock.

(In thousands, except per share data) October 7, 2022

Number of Drummond common shares outstanding 99

Per share exchange ratio 51.9561

The CDI asset acquired from VBI is being amortized over 10 years using an accelerated method of amortization.

The Company assumed a financing obligation recognized within Long-term debt, net, refer to Note 11 - Lease Commitments for additional details.

The fair value measurement was performed on a nonrecurring basis as of the acquisition date and is classified within Level 3 of the fair value hierarchy.

The purchase accounting fair value adjustment of the financing obligation was based on a discounted cash flow methodology with a discount rate of 6.20 %, utilizing factors such as treasury spread, credit assumptions, market liquidity, and other factors that a market participant would incorporate.

Acquisition of Heartland Bancshares, Inc.

On July 11, 2025, the Company completed its acquisition of Heartland, adding four branches in Central Florida.

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

The Company acquired 100 % of the outstanding common and preferred stock of Heartland.

Under the terms of the definitive agreement, Heartland shareholders received a combination of cash and common stock, with the final consideration totaling $ 111.2 million.

(In thousands, except per share data) July 11, 2025

Number of Heartland shares receiving stock 378

Per share exchange ratio for Heartland shares receiving stock 4.9263

Number of shares of SBCF common stock issued 1,862

Multiplied by common stock price per share at October 7, 2022 $ 30.83

Multiplied by SBCF price per share at July 11, 2025 $ 29.29

Value of SBCF common stock issued $ 54,547

Number of Heartland shares receiving cash 378

Per share cash consideration for Heartland shares receiving cash $ 147.10

Cash consideration paid to Heartland shareholders, including cash paid for fractional shares $ 55,623

Cash paid to Heartland option holders 1,054

Total purchase price $ 111,224

The acquisition of Drummond was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

The acquisition of Heartland was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

The Company recognized goodwill of $ 22.2 million for this acquisition that is nondeductible for tax purposes.

Initially Measured Measurement As Adjusted

(In thousands) October 7, 2022 Period Adjustments October 7, 2022

The table below presents the allocation of the purchase consideration.

(In thousands) July 11, 2025

Cash and cash equivalents $ 242,672

2 unchanged sentences

Bank premises and equipment 7,926

Core deposit and other intangibles 32,983 — 32,983

Goodwill 22,228

5 unchanged sentences

The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.

October 7, 2022

July 11, 2025

(In thousands) Book Balance Fair Value

Construction and land development

Commercial real estate - owner-occupied 112,768 106,152

Commercial real estate - non owner-occupied 26,520 24,744

$ 7,575 $ 7,496

CRE - owner occupied

31,504 30,790

CRE - non-owner occupied

40,239 38,992

Residential real estate 52,960 51,434

2 unchanged sentences

Total acquired loans $ 156,996 $ 153,294

The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:

(In thousands) October 7, 2022

Book balance of loans at acquisition $ 58,878

Allowance for credit losses at acquisition ( 2,566 )

Non-credit related discount ( 4,607 )

Total PCD loans acquired $ 51,705

The acquisition of Drummond resulted in the addition of $ 12.5 million in allowance for credit losses, including the $ 2.6 million identified in the table above for PCD loans, and $ 9.9 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The book value and fair value amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination was $ 7.2 million and $ 6.4 million, respectively.

The acquisition of Heartland resulted in the addition of $ 2.0 million in ACL, including $ 0.1 million for PCD loans, and $ 1.9 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The Company believes the deposits assumed in the acquisition have an intangible value.

In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates, and age of deposit relationships.

Acquisition of Business Bank of Florida, Corp.

On January 3, 2022, the Company completed its acquisition of BBFC.

Simultaneously, upon completion of the merger of BBFC and the Company, BBFC’s wholly owned subsidiary bank, Florida Business Bank, was merged with and into Seacoast Bank.

Prior to the acquisition, Florida Business Bank operated one branch in Melbourne, Florida.

As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results.

The Company acquired 100 % of the outstanding common stock of BBFC.

Under the terms of the merger agreement, each share of BBFC common stock was converted into the right to receive 0.7997 of a share of Seacoast common stock.

The CDI asset acquired from Heartland is being amortized over 10 years using an accelerated method of amortization.

Acquisition of Professional Holding Corp.

On January 31, 2023, the Company completed its acquisition of Professional.

Simultaneously, upon completion of the merger of Professional and the Company, Professional Bank was merged with and into Seacoast Bank.

Prior to the acquisition, Professional Bank operated nine branches across South Florida.

The Company acquired 100 % of the outstanding common stock of Professional.

(In thousands, except per share data) January 31, 2023

Number of BBFC common shares outstanding 1,112

Number of Professional common shares outstanding 14,358

Per share exchange ratio 0.8909

Number of shares of SBCF common stock issued 12,792

Multiplied by common stock price per share on January 3, 2022 $ 35.39

Multiplied by common stock price per share at January 31, 2023

Value of SBCF common stock issued $ 410,738

Fair value of BBFC options converted 497

Cash paid for fractional shares 5

Fair value of Professional options converted 10,304

Total purchase price $ 421,047

The acquisition of BBFC was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations .

The acquisition of Professional was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

The Company recognized goodwill of $ 251.7 million for this acquisition that is nondeductible for tax purposes.

As part of the BBFC acquisition, options were granted to replace outstanding BBFC options.

As part of the acquisition of Professional, options to purchase shares of Seacoast common stock were granted to replace outstanding Professional options.

These options were fully vested upon acquisition.

The full value of the replacement options, $ 10.3 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.

(In thousands) Measured

January 3, 2022

Cash $ 38,332

Initially Measured Measurement As Adjusted

(In thousands) January 31, 2023 Period Adjustments January 31, 2023

Cash and cash equivalents $ 141,680 $ — $ 141,680

Investment securities 167,059 — 167,059

1 unchanged sentence

Bank premises and equipment 2,478 — 2,478

Core deposit intangibles 2,621

Goodwill 7,962

Total Assets $ 198,802

Deposits 166,326

Other liabilities 499

Total Liabilities $ 166,825

The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.

January 3, 2022

(In thousands) Book Balance Fair Value

Construction and land development $ 8,677 $ 8,414

Commercial real estate - owner-occupied 45,403 44,564

Commercial real estate - non owner-occupied 53,065 52,034

Residential real estate 5,377 5,421

Commercial and financial 11,335 11,280

Consumer 59 61

Total acquired loans $ 123,916 $ 121,774

The table below presents the carrying amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination:

(In thousands) January 3, 2022

Book balance of loans at acquisition $ 714

Allowance for credit losses at acquisition ( 15 )

Non-credit related discount ( 48 )

Total PCD loans acquired $ 651

The acquisition of BBFC resulted in the addition of $ 1.8 million in allowance for credit losses, including the $ 15 thousand identified in the table above for PCD loans, and $ 1.8 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The Company believes the deposits assumed in the acquisition have an intangible value.

In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates and age of deposit relationships.

Acquisition of Sabal Palm Bancorp, Inc.

On January 3, 2022, the Company completed its acquisition of Sabal Palm.

Simultaneously, upon completion of the merger of Sabal Palm and the Company, Sabal Palm’s wholly owned subsidiary bank, Sabal Palm Bank, was merged with and into Seacoast Bank.

Prior to the acquisition, Sabal Palm Bank operated three branches in the Sarasota area.

As a result of this acquisition, the Company expects to expand its customer base and leverage economies of scale to positively affect the Company’s operating results.

The Company acquired 100 % of the outstanding common stock of Sabal Palm.

Under the terms of the merger agreement, each share of Sabal Palm common stock was converted into the right to receive 0.2203 of a share of Seacoast common stock.

(In thousands, except per share data) January 3, 2022

Number of Sabal Palm common shares outstanding 7,536

Per share exchange ratio 0.2203

Number of shares of SBCF common stock issued 1,660

Multiplied by common stock price per share on January 3, 2022 $ 35.39

Value of SBCF common stock issued $ 58,762

Fair value of Sabal Palm options converted 3,336

Total purchase price $ 62,098

The acquisition of Sabal Palm was accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations .

The Company recognized goodwill of $ 26.5 million for this acquisition that is nondeductible for tax purposes.

As part of the Sabal Palm acquisition, options were granted to replace outstanding Sabal Palm options.

These options were fully vested upon acquisition.

The full value of the replacement options,$ 3.3 million, was associated with pre-combination service and was therefore included in the calculation of the total purchase consideration.

(In thousands) Measured

January 3, 2022

Cash $ 170,609

Time deposits with other banks 6,473

Loans 246,152

Bank premises and equipment 1,745

Core deposit intangibles 5,587

CDI 48,885 — 48,885

Goodwill 248,091 3,583 251,674

BOLI 55,071 — 55,071

Other Assets 74,232 2,561 76,793

1 unchanged sentence

Deposits $ 2,119,341 $ — $ 2,119,341

Subordinated debt 21,141 — 21,141

Other Liabilities 167,680 600 168,280

4 unchanged sentences

Construction and land development $ 156,048 $ 151,012

Commercial real estate - owner-occupied 57,690 56,591

Commercial real estate - non owner-occupied 89,153 87,280

CRE - owner occupied 293,473 274,068

CRE - non-owner occupied 752,393 692,746

Residential real estate 509,305 483,611

1 unchanged sentence

Consumer 33,656 32,153

PPP Loans 1,951 1,951

Total acquired loans $ 2,139,222 $ 1,986,169

2 unchanged sentences

Book balance of loans at acquisition $ 155,031

Allowance for credit losses at acquisition ( 37 )

ACL at acquisition ( 18,879 )

Non-credit related discount ( 12,361 )

Total PCD loans acquired $ 123,791

The acquisition of Sabal Palm resulted in the addition of $ 3.4 million in allowance for credit losses, including the $ 37 thousand identified in the table above for PCD loans, and $ 3.4 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The acquisition of Professional resulted in the addition of $ 45.5 million in ACL, including the $ 18.9 million identified in the table above for PCD loans, and $ 26.6 million for non-PCD loans recorded through the provision for credit losses at the date of acquisition.

The Company believes the deposits assumed in the acquisition have an intangible value.

In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates and age of deposit relationships.

Acquisition Costs

There were no acquisition costs included in the Company's income statement for the year ended December 31, 2024.

Acquisition costs included in the Company's income statement for the years ended December 31, 2023 and 2022 were $ 33.2 million and $ 27.9 million, respectively.

The CDI asset acquired from Professional is being amortized over eight years using an accelerated method of amortization.

Proforma Information

Pro-forma data as of December 31, 2025 and 2024 present information as if the acquisition of VBI occurred at the beginning of 2024.

The pro-forma information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred if the transactions had been effected on the assumed dates.

For the Year Ended December 31,

(Dollars in thousands, except per share data) 2025 2024

Net interest income $ 645,582 $ 539,975

Net income available to common shareholders 188,701 126,322

EPS - diluted 1.82 1.26

EPS - basic $ 1.84 $ 1.27

Acquisition and Integration Costs

Acquisition costs included within Merger and integration costs in the Company's income statement for the years ended December 31, 2025, 2024, and 2023 were $ 32.4 million, zero , and $ 33.2 million, respectively.

Note 18 - Business Segment

For the year ended December 31, 2024, the Company adopted ASU 2023-07, Improvements to Reportable Segment Disclosures , which enhanced the disclosure of reportable segments and other items on an interim and annual basis.

The Company's one reportable segment provides integrated financial services including commercial and consumer banking, wealth management, and mortgage and insurance services to customers.

1 unchanged sentence

The Company manages business activities, allocates resources and evaluates financial performance on an organization-wide basis.

The chief operating decision maker ("CODM") is the CEO.

The CODM is the CEO.

The financial results of the segment are presented using the same policies described in "Note 1 - Significant Accounting Policies."

3 unchanged sentences

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management's compensation.

The significant segment expenses that are regularly provided to the CODM are interest expense, provision for credit losses, salaries and wages, employee benefits, outsourced data processing costs, and occupancy, which are

all reflected in the Consolidated Statements of Income.

Certain noncash expenses, such as depreciation and amortization expense, are disclosed in the Consolidated Statement of Cash Flows.

Note 19 - Subsequent Events

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 %.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data