What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-25 · 38 added, 25 removed, 193 unchanged (25% of the section changed)

11 unchanged sentences

Based on this assessment, management believes that, as of December 31, 2025, the Company's internal control over financial reporting was effective.

On October 1, 2025, the Company acquired VBI, and as of December 31, 2025, full integration of VBI’s systems and processes into those of the Company was not complete.

Management's assessment of and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2025, excludes the internal controls of VBI.

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

VBI represents approximately 21% of the Company’s total consolidated assets at December 31, 2025 using allocation of the purchase consideration, and approximately 1% of total consolidated revenue for the year ended December 31, 2025.

The percentage of consolidated revenue attributable to VBI was calculated based on revenue recognized subsequent to the acquisition date and included in the Company’s Consolidated Statements of Income for the year ended December 31, 2025.

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

3 unchanged sentences

Trading arrangements

During the three months ended December 31, 2024, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted , modified or terminated by any director or officer of the Company.

On November 21, 2025 , Dennis S.

Hudson, III , a member of the Company’s Board of Directors , adopted a written plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Trading Plan”).

The Trading Plan covers the sale of up to 80,000 shares of the Company’s common stock in several transactions over a period commencing after the later of (1) 91 days from the adoption of the Trading Plan or (2) the earlier of (a) the third business day following the public disclosure of the Company’s financial results on Form 10-K for the year ended December 31, 2025, or (b) 121 days after the plan adoption date, and will cease upon the earlier of December 10, 2026 or the sale of all shares subject to the Trading Plan.

There were no other Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted , modified or terminated by any director or officer of the Company during the three months ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information concerning our directors and executive officers is set forth under the headings “Proposal 1 - Election of Directors,” “Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Certain Transactions and Business Relationships” in the 2025 Proxy Statement, incorporated herein by reference.

Information concerning our directors and executive officers is set forth under the headings “Proposal 1:

Election of Directors,” “Corporate Governance,” “Delinquent Section 16(a) Reports” and “Certain Transactions and Business Relationships” in the 2026 Proxy Statement, incorporated herein by reference.

Insider Trading Policy

2 unchanged sentences

Executive Compensation

Information regarding the compensation paid by us to our directors and executive officers is set forth under the headings “Executive Compensation”, “Compensation Discussion & Analysis”, “Compensation and Governance Committee Report” and “2024 Director Compensation” in the 2025 Proxy Statement which are incorporated herein by reference.

Information regarding the compensation paid by us to our directors and executive officers is set forth under the headings “Executive Compensation”, “Compensation Discussion & Analysis”, “Compensation and Governance Committee Report” and “2025 Director Compensation Table” in the 2026 Proxy Statement which are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

24 unchanged sentences

Information concerning the Company's principal accounting fees and services is set forth under the heading “Relationship with Independent Registered Public Accounting Firm;

Audit and Non- Audit Fees” in the 2025 Proxy Statement, and is incorporated herein by reference.

Independent Registered Public Accounting Firm's Fees” in the 2026 Proxy Statement, and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

8 unchanged sentences

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

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

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

Exhibit 2.2 Agreement and Plan of Merger dated August 23, 2021 by and among the Company, Seacoast Bank, Sabal Palm Bancorp, Inc.

and Sabal Palm Bank incorporated herein by reference from Exhibit 2.2 to the Company’s Form 8-K, filed August 27, 2021.

Exhibit 2.3 Agreement and Plan of Merger dated November 12, 2021 by and among the Company, Seacoast Bank, Sabal Palm Bancorp, Inc.

and Sabal Palm Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K filed November 18, 2021.

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

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

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

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

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

Agreement and Plan of Merger dated February 27, 2025 by and among the Company, Seacoast National Bank, Heartland Bancshares, Inc.

and Heartland National Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed March 5, 2025.

Agreement and Plan of Merger dated May 29, 2025 by and among the Company, Seacoast National Bank, Villages Bancorporation, Inc.

and Citizens First Bank incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K, filed May 29, 2025.

Exhibit 3.1.1 Amended and Restated Articles of Incorporation

20 unchanged sentences

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

Exhibit 3.1.1 2 Articles of Amendment to the Amended and Restated Articles of Incorporatio n

Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 22, 2025.

Exhibit 3.1.1 3 C ertificate of De signations of the Series A Non- Voting Preferred Sto ck of Seacoast Inc orporation

herein by reference from Exhibit 3.1 to the Company's Form 8K, filed October 6, 2025.

Exhibit 3.2 Amended and Restated By-laws of the Company

2 unchanged sentences

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

including any amendment or report filed for the purpose of updating such description, including the prospectus

constituting part of the Company's Registration Statement on Form S-4 (File No.

333-288902) filed on August

18, 2025, under the heading "DESCRIPTION OF SEACOAST CAPITAL STOCK".

Exhibit 4.2 Specimen Common Stock Certificate

25 unchanged sentences

Hahl, as Administrators, and LaSalle Bank, as Institutional Trustee (including exhibits containing the related forms of the SBCF Statutory Trust III Common Securities Certificate and the Capital Securities Certificate), incorporated herein by reference from Exhibit 10.3 to the Company’s Form 8-K filed July 3, 2007.

Exhibit 4.12 Shareholders Agreement

Dated as of May 29, 2025, by and among Seacoast Banking Corporation of Florida, Jennifer Morse Parr, Tracy Morse Dadeo and Mark Morse, incorporated by reference from Exhibit 10.1 to the Company's Form 8-K filed May 29, 2025.

Exhibit 10.1 Executive Deferred Compensation Plan*

7 unchanged sentences

the Commission on April 10, 2023.

Exhibit 10.5 Form of Change of Control Agreement with Charles Shaffer*

Exhibit 10.5 Amended Seacoas t Banking Corporation of Florida 2021 Incentive Plan*

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

the Commission on April 7, 2025.

6 Form of Change of Control Agreement with Charles Shaffer*

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

Exhibit 10.9 Employment Agreement with Charles Shaffer*

7 Employment Agreement with Charles Shaffer*

Dated December 31, 2020 by and between the Company and Charles Shaffer, incorporated herein by reference from Exhibit 10.1 to the Company's Form 8-K, filed January 4, 2021.

Exhibit 10.10 Supplemental Executive Retirement Agreement*

8 Supplemental Executive Retirement Agreement*

Dated December 10, 2021, by and between Seacoast National Bank and Charles M.

1 unchanged sentence

reference from Exhibit 10.1 to the Company’s Form 8-K, filed December 15, 2021.

Exhibit 10.11 Change in Control Agreement *

9 Change in Control Agreement *

Dated January 20, 2021, by and between Tracey Dexter and Seacoast Banking Corporation of Florida incorporated

2 unchanged sentences

Dated December 15, 2023 by and between Julie Kleffel and SBCF, incorporated herein by reference from Exhibit 10.12 to the Company’s Form 10-K, filed on February 27, 2024.

Exhibit 10.13 Employment Agreement*

11 Employment Agreement*

Dated December 15, 2023 by and between Austen Carroll and SBCF, incorporated herein by reference from Exhibit 10.13 to the Company’s Form 10-K, filed on February 27, 2024.

Exhibit 10.1 2 Developer Support Agreement

Dated as of October 1, 2025, by and among Seacoast National Bank, The Villages Operating Company, the Villages Development Operating Company, LLC, The Villages Land Holding Company, LLC, The Holding Company of the Villages, Inc., and The Villages Development Holding Company, LLC, incorporated by reference from Exhibit 10.1 to the Company's form 8-K filed on October 6, 2025.

Exhibit 19 Insider Trading Policy

5 unchanged sentences

Exhibit 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 111 the Emergency Economic Stability Act, as amended

Exhibit 97.1 Compensation Recoupment Policy

Incorporated herein by reference from Exhibit 97.1 to the Company’s Form 10-K, filed on February 27, 2024.

Exhibit 97.1 Compensation Recoupment Polic y

Exhibit 101 The following materials from Seacoast Banking Corporation of Florida’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL:

49 unchanged sentences

Monserrat, Director

/s/ Thomas E.

Rossin February 25, 2025

Rossin, Director

/s/ Joseph B.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures