Item 1. Financial Statements
Item 1. Financial Statements
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended March 31,
(In thousands, except per share data) 2026 2025
Interest and fees on loans $ 185,731 $ 150,640
Interest and dividends on securities 60,091 29,415
Interest on interest-bearing deposits and other investments 4,884 4,200
Total Interest Income 250,706 184,255
Interest on deposits 44,586 43,626
Interest on time certificates 17,583 14,973
Interest on borrowed money 12,067 7,139
Total Interest Expense 74,236 65,738
Net Interest Income 176,470 118,517
Provision for credit losses 761 9,250
Net Interest Income after Provision for Credit Losses 175,709 109,267
Noninterest income (loss):
Service charges on deposit accounts 6,912 5,180
Wealth management income 5,777 4,248
Mortgage banking income 2,166 404
Interchange income 2,067 1,807
Insurance agency income 1,790 1,620
BOLI income 2,617 2,468
Other 5,585 6,257
Total Noninterest Income Before Securities (Losses) Gains, Net 26,914 21,984
Securities (losses) gains, net ( 39,528 ) 196
Total Noninterest (Loss) Income ( 12,614 ) 22,180
Noninterest expense:
Salaries and employee benefits 62,645 51,109
Outsourced data processing costs 11,995 8,504
Occupancy 9,235 7,350
Furniture and equipment 2,821 2,128
Marketing 3,467 2,748
Legal and professional fees 3,170 2,740
FDIC assessments 3,195 2,194
Amortization of intangibles 10,098 5,309
OREO expense and net loss on sale 63 241
Provision for credit losses on unfunded commitments 150 150
Merger and integration costs 8,536 1,051
Other 6,796 7,073
Total Noninterest Expense 122,171 90,597
Income Before Income Taxes 40,924 40,850
Provision for income tax expense 9,029 9,386
Net Income 31,895 31,464
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Preferred dividends 2,138 —
Net income available to common shareholders $ 29,757 $ 31,464
Net income per share of common stock
Diluted $ 0.29 $ 0.37
Basic 0.30 0.37
Average common shares outstanding
Diluted 97,838 85,388
Basic 96,840 84,648
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months Ended March 31,
(In thousands) 2026 2025
Net Income $ 31,895 $ 31,464
Other comprehensive (loss) income:
Unrealized (losses) gains on AFS securities, net of tax benefit of $ 10.1 million for the three months ended March 31, 2026, and net of tax expense of $ 8.6 million for the three months ended March 31, 2025
( 31,815 ) 27,428
Amortization of unrealized gains on securities transferred to HTM, net of tax benefit of $ 3 thousand for each of the three months ended March 31, 2026 and 2025
( 11 ) ( 11 )
Reclassification adjustment for losses included in net income, net of tax benefit of $ 10.0 million for the three months ended March 31, 2026
29,450 —
Unrealized losses on derivatives designated as fair value hedges, net of reclassifications to income, net of tax benefit of $ 0.1 million for the three months ended March 31, 2025
— ( 270 )
Unrealized gains on derivatives designated as cash flow hedges, net of reclassifications to income, net of tax expense of $ 0.3 million for the three months ended March 31, 2026
984 —
Total other comprehensive (loss) income $ ( 1,392 ) $ 27,147
Comprehensive Income $ 30,503 $ 58,611
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
March 31, December 31,
(In thousands, except share data) 2026 2025
Assets
Cash and due from banks $ 201,308 $ 181,429
Interest-bearing deposits with other banks 607,071 207,116
Total cash and cash equivalents 808,379 388,545
Time deposits with other banks 2,490 14,424
Debt securities:
Securities AFS (at fair value) 5,069,260 5,164,567
Securities HTM (fair value $ 477.7 million at March 31, 2026 and $ 489.6 million at December 31, 2025)
576,155 586,178
Total debt securities 5,645,415 5,750,745
Loans held for sale 18,188 16,297
Loans 12,641,432 12,627,984
ACL ( 176,252 ) ( 178,803 )
Loans, net of ACL 12,465,180 12,449,181
Bank premises and equipment, net 159,368 160,139
Goodwill 1,034,997 1,034,735
Other intangible assets, net 184,980 195,704
BOLI 333,174 330,563
Net DTAs 62,300 66,579
Other assets 430,676 435,419
Total Assets $ 21,145,147 $ 20,842,331
Liabilities
Deposits $ 16,637,949 $ 16,256,343
Securities sold under agreements to repurchase 377,460 389,003
FHLB borrowings
775,000 835,000
Long-term debt, net 112,836 112,761
Other liabilities 181,127 193,437
Total Liabilities 18,084,372 17,786,544
Convertible preferred stock, par value $ 0.10 per share authorized 4,000,000 shares, issued 11,250 and outstanding 11,250 shares at March 31, 2026 and December 31, 2025
343,125 343,125
Shareholders’ Equity
Common stock, par value $ 0.10 per share, authorized 120,000,000 shares, issued 98,783,977 and outstanding 97,664,704 at March 31, 2026, and authorized 120,000,000 , issued 98,728,878 and outstanding 97,927,843 shares at December 31, 2025
9,878 9,873
Additional paid-in capital 2,202,879 2,197,549
Retained earnings 614,853 603,793
Treasury stock ( 31,373 ) ( 21,358 )
Total Shareholders' Equity Before Accumulated Other Comprehensive Loss, Net 2,796,237 2,789,857
Accumulated other comprehensive loss, net ( 78,587 ) ( 77,195 )
Total Shareholders’ Equity
2,717,650 2,712,662
Total Liabilities, Convertible Preferred Stock and Shareholders’ Equity
$ 21,145,147 $ 20,842,331
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31,
(In thousands) 2026 2025
Cash Flows from Operating Activities
Net income $ 31,895 $ 31,464
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 2,894 2,205
Accretion of discounts on securities, net ( 4,506 ) ( 807 )
Amortization of operating lease ROUAs 2,590 2,234
Other amortization and accretion, net 3,242 1,983
Stock-based compensation 4,480 3,038
Origination of loans designated for sale ( 68,084 ) ( 15,964 )
Sale of loans designated for sale 67,980 18,778
Provision for credit losses 761 9,250
Deferred income taxes 4,052 857
Losses (gains) on securities 39,528 ( 196 )
Gains on sale of loans ( 1,728 ) ( 1,992 )
Losses on sale and write-downs of OREO — 134
Losses on disposition of fixed assets and write-downs upon transfer of bank premises to OREO 176 86
Changes in operating assets and liabilities:
Net decrease (increase) in other assets 815 ( 8,048 )
Net decrease in other liabilities ( 12,310 ) ( 12,016 )
Net cash provided by operating activities $ 71,785 $ 31,006
Cash Flows from Investing Activities
Maturities and repayments of debt securities AFS 201,067 121,302
Maturities and repayments of debt securities HTM 10,002 10,575
Proceeds from sale of debt securities AFS 277,155 —
Purchases of debt securities AFS ( 420,310 ) ( 485,904 )
Maturities and redemptions of time deposits with other banks 11,934 1,721
Net new loans and principal repayments ( 9,557 ) ( 161,430 )
Proceeds from the sale of loans held for investment — 14,532
Proceeds from sale of OREO — 97
Proceeds from sale of FHLB and Federal Reserve Bank stock 15,683 9,026
Purchase of FHLB and Federal Reserve Bank stock ( 15,694 ) ( 20,020 )
Additions to bank premises and equipment ( 2,299 ) ( 3,214 )
Net cash provided by (used in) investing activities $ 67,981 $ ( 513,315 )
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31,
(In thousands) 2026 2025
Cash Flows from Financing Activities
Net increase in deposits $ 381,606 $ 332,369
Net decrease in repurchase agreements ( 11,543 ) ( 30,943 )
Net decrease in FHLB borrowings with original maturities of three months or less ( 90,000 ) —
Repayments of FHLB borrowings with original maturities of more than three months ( 130,000 ) —
Proceeds from FHLB borrowings with original maturities of more than three months 160,000 220,000
Stock-based employee benefit plans 840 289
Repurchase of common stock ( 10,000 ) —
Dividends paid ( 20,835 ) ( 15,441 )
Net cash provided by financing activities $ 280,068 $ 506,274
Net increase in cash and cash equivalents 419,834 23,965
Cash and cash equivalents at beginning of period 388,545 476,607
Cash and cash equivalents at end of period $ 808,379 $ 500,572
Supplemental disclosure of cash flow information:
Cash paid for interest $ 77,586 $ 68,270
Cash paid for taxes, net 60 —
Recognition of operating lease ROUAs, other than through bank acquisitions, net of terminations 1,307 7,866
Recognition of operating lease liabilities, other than through bank acquisitions, net of terminations 1,307 7,866
Supplemental disclosure of non-cash investing activities: 1
Transfers from loans to OREO — 986
1 See "Note 11 – Business Combinations" for non-cash transactions related to business combinations.
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS ’ EQUITY (Unaudited)
Shareholders' Equity
Convertible
Preferred Stock Common Stock Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss
(In thousands) Shares Amount Shares Amount Total
Balance at December 31, 2025
11 $ 343,125 97,928 $ 9,873 $ 2,197,549 $ 603,793 $ ( 21,358 ) $ ( 77,195 ) $ 2,712,662
Comprehensive income (loss) — — — — — 31,895 — ( 1,392 ) 30,503
Stock-based compensation expense — — — — 4,480 — — — 4,480
Common stock issued for stock-based employee benefit plans — — 55 5 850 — ( 15 ) — 840
Repurchase of common stock — — ( 318 ) — — — ( 10,000 ) — ( 10,000 )
Dividends on common stock ($ 0.19 per share)
— — — — — ( 18,697 ) — — ( 18,697 )
Dividends on preferred stock ($ 0.19 per 1/1,000 th share)
— — — — — ( 2,138 ) — — ( 2,138 )
Three months ended March 31, 2026 — — ( 263 ) 5 5,330 11,060 ( 10,015 ) ( 1,392 ) 4,988
Balance at March 31, 2026
11 $ 343,125 97,665 $ 9,878 $ 2,202,879 $ 614,853 $ ( 31,373 ) $ ( 78,587 ) $ 2,717,650
Shareholders' Equity
Convertible
Preferred Stock Common Stock Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Income (Loss)
(In thousands) Shares Amount Shares Amount Total
Balance at December 31, 2024 — $ — 85,568 $ 8,628 $ 1,824,935 $ 526,642 $ ( 19,095 ) $ ( 157,867 ) $ 2,183,243
Comprehensive income — — — — — 31,464 — 27,147 58,611
Stock-based compensation expense — — — — 3,038 — — — 3,038
Common stock issued for stock-based employee benefit plans — — 50 5 261 — 23 — 289
Dividends on common stock ($ 0.18 per share)
— — — — — ( 15,441 ) — — ( 15,441 )
Three months ended March 31, 2025 — — 50 5 3,299 16,023 23 27,147 46,497
Balance at March 31, 2025 — $ — 85,618 $ 8,633 $ 1,828,234 $ 542,665 $ ( 19,072 ) $ ( 130,720 ) $ 2,229,740
See notes to unaudited consolidated financial statements.
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SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – Basis of Presentation
Basis of Presentation: The accompanying unaudited consolidated financial statements of Seacoast Banking Corporation of Florida and its subsidiaries (the “Company”) have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.
Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates: The preparation of these consolidated financial statements requires management to make judgments in the application of certain accounting policies that involve significant estimates and assumptions. The Company has established policies and control procedures that are intended to ensure valuation methods are well-controlled and applied consistently from period to period. These estimates and assumptions, which may materially affect the reported amounts of certain assets, liabilities, revenues, and expenses, are based on information available as of the date of the financial statements, and changes in this information over time and the use of revised estimates and assumptions could materially affect amounts reported in subsequent financial statements. Specific areas, among others, requiring the application of management’s estimates include the determination of the ACL, acquisition accounting and purchased loans, intangible assets and impairment testing, and other fair value measurements.
Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures . ASU 2024-03 requires disclosure to disaggregate prescribed expenses within relevant income statement captions. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the changes to its existing disclosures.
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. The Company is evaluating the impact of the changes to its consolidated financial statements and existing disclosures.
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. Early adoption is permitted. 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 includes 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. Early adoption is permitted. The Company is evaluating the impact of the changes to its consolidated financial statements and existing disclosures.
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Note 2 – Earnings Per Share
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 Convertible 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 1,505 for the three months ended March 31, 2026, and 327,620 for the three months ended March 31, 2025, were anti-dilutive.
Three Months Ended March 31,
(In thousands, except per share data) 2026 2025
Basic EPS
Net income $ 31,895 $ 31,464
Less preferred stock dividends ( 2,138 ) —
Net income available to common shareholders 29,757 31,464
Less allocation of earnings to preferred stock ( 1,184 ) —
Net income available to common shareholders after allocation of earnings to preferred stock $ 28,573 $ 31,464
Average common shares outstanding 96,840 84,648
Net income per share $ 0.30 $ 0.37
Diluted EPS
Net income available to common shareholders $ 29,757 $ 31,464
Less allocation of earnings to preferred stock ( 1,173 ) —
Net income available to common shareholders after allocation of earnings to preferred stock $ 28,584 $ 31,464
Average common shares outstanding 96,840 84,648
Add: Dilutive effect of employee restricted stock and stock options 998 740
Average diluted shares outstanding 97,838 85,388
Net income per share $ 0.29 $ 0.37
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Note 3 – Securities
The amortized cost, gross unrealized gains and losses and fair value of debt securities AFS and HTM at March 31, 2026 and December 31, 2025 are summarized as follows:
March 31, 2026
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Fair
Value
AFS Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies $ 62,772 $ 241 $ ( 775 ) $ 62,238
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 3,678,595 22,591 ( 110,558 ) 3,590,628
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 358,829 3,187 ( 4,569 ) 357,447
Private mortgage-backed securities and collateralized mortgage obligations 91,193 235 ( 4,978 ) 86,450
CLOs 426,034 401 ( 2,254 ) 424,181
Obligations of state and political subdivisions 334,560 147 ( 6,024 ) 328,683
Other debt securities 221,475 91 ( 1,933 ) 219,633
Totals $ 5,173,458 $ 26,893 $ ( 131,091 ) $ 5,069,260
HTM Debt Securities
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 489,268 $ — $ ( 92,467 ) $ 396,801
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 86,887 — ( 5,982 ) 80,905
Totals $ 576,155 $ — $ ( 98,449 ) $ 477,706
December 31, 2025
(In thousands) Amortized
Cost Gross Unrealized
Gains Gross Unrealized
Losses Fair
Value
AFS Debt Securities
U.S. Treasury securities and obligations of U.S. government agencies $ 54,831 $ 365 $ ( 451 ) $ 54,745
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 3,681,499 41,388 ( 135,388 ) 3,587,499
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 395,165 4,636 ( 5,928 ) 393,873
Private mortgage-backed securities and collateralized mortgage obligations 131,846 561 ( 5,010 ) 127,397
CLOs 423,864 636 ( 512 ) 423,988
Obligations of state and political subdivisions 336,417 651 ( 2,520 ) 334,548
Other debt securities 242,672 421 ( 576 ) 242,517
Totals $ 5,266,294 $ 48,658 $ ( 150,385 ) $ 5,164,567
HTM Debt Securities
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 498,931 $ — $ ( 90,696 ) $ 408,235
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 87,247 — ( 5,922 ) 81,325
Totals $ 586,178 $ — $ ( 96,618 ) $ 489,560
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During the three months ended March 31, 2026, debt securities with a fair value of $ 277.2 million were sold, with gross losses of $ 39.5 million. During the three months ended March 31, 2025, there were no sales of securities. Included in “Securities (losses) gains, net” on the Consolidated Statements of Income are decreases of $ 0.1 million for the three months ended March 31, 2026, and increases of $ 0.2 million for the three months ended March 31, 2025, in the value of investments in mutual funds that invest in CRA-qualified debt securities.
At March 31, 2026, debt securities with a fair value of $ 1.9 billion were pledged primarily as collateral for public deposits and secured borrowings.
The amortized cost and fair value of securities HTM and AFS as of March 31, 2026, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because prepayments of the underlying collateral for these securities may occur, due to the right to call or repay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
Held-to-Maturity Available-for-Sale
(In thousands) Amortized
Cost Fair
Value Amortized
Cost Fair
Value
Due in less than one year $ — $ — $ 6,244 $ 6,269
Due after one year through five years — — 4,087 4,043
Due after five years through ten years — — 50,324 49,032
Due after ten years — — 336,677 331,577
— — 397,332 390,921
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 489,268 396,801 3,678,595 3,590,628
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 86,887 80,905 358,829 357,447
Private mortgage-backed securities and collateralized mortgage obligations — — 91,193 86,450
CLOs — — 426,034 424,181
Other debt securities — — 221,475 219,633
Totals $ 576,155 $ 477,706 $ 5,173,458 $ 5,069,260
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The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models, or discounted cash flow analyses, or using observable market data. The tables below indicate the fair value of AFS debt securities with unrealized losses for which no allowance for credit losses has been recorded.
March 31, 2026
Less Than 12 Months 12 Months or Longer Total 1
(In thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
U.S. Treasury securities and obligations of U.S. government agencies $ 36,554 $ ( 387 ) $ 12,026 $ ( 388 ) $ 48,580 $ ( 775 )
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 1,597,196 ( 12,433 ) 449,907 ( 98,125 ) 2,047,103 ( 110,558 )
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 82,032 ( 164 ) 78,322 ( 4,405 ) 160,354 ( 4,569 )
Private mortgage-backed securities and collateralized mortgage obligations — — 73,226 ( 4,978 ) 73,226 ( 4,978 )
CLOs 341,087 ( 1,883 ) 56,600 ( 371 ) 397,687 ( 2,254 )
Obligations of state and political subdivisions 293,912 ( 4,870 ) 5,652 ( 1,154 ) 299,564 ( 6,024 )
Other debt securities 197,074 ( 1,933 ) — — 197,074 ( 1,933 )
Totals $ 2,547,855 $ ( 21,670 ) $ 675,733 $ ( 109,421 ) $ 3,223,588 $ ( 131,091 )
1 Comprised of 490 individual securities.
December 31, 2025
Less Than 12 Months 12 Months or Longer Total 1
(In thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
U.S. Treasury securities and obligations of U.S. government agencies $ 21,846 $ ( 31 ) $ 13,932 $ ( 420 ) $ 35,778 $ ( 451 )
Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 378,739 ( 1,625 ) 730,551 ( 133,763 ) 1,109,290 ( 135,388 )
Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 90,765 ( 61 ) 95,090 ( 5,867 ) 185,855 ( 5,928 )
Private mortgage-backed securities and collateralized mortgage obligations 969 ( 1 ) 76,829 ( 5,009 ) 77,798 ( 5,010 )
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 )
1 Comprised of 383 individual securities.
At March 31, 2026, the Company had unrealized losses of $ 0.8 million on U.S. Treasury securities and obligations of U.S. government agencies having a fair value of $ 48.6 million. These securities are either explicitly or implicitly guaranteed by the full faith and credit of the U.S. government. The Company does not expect individual securities issued by the U.S. Treasury, a U.S. agency, or a sponsored U.S. agency to incur future losses of principal. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2026, no allowance has been recorded.
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At March 31, 2026, the Company had unrealized losses of $ 115.1 million on commercial and residential mortgage-backed securities and collateralized mortgage obligations issued by government-sponsored entities having a fair value of $ 2.2 billion. These securities are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. The implied government guarantee of principal and interest payments and the high credit rating of the portfolio provide a sufficient basis for the current expectation that there is no risk of loss if default were to occur. Based on the assessment of all relevant factors, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2026, no allowance has been recorded.
At March 31, 2026, 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 $ 73.2 million. The securities have weighted-average credit support of 22 %. Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2026, no allowance has been recorded.
At March 31, 2026, the Company had $ 2.3 million of unrealized losses in floating rate CLOs having a fair value of $ 397.7 million. CLOs are special purpose vehicles and those in which the Company has invested are nearly all first-lien, broadly syndicated corporate loans across a diversified band of industries while providing support to senior tranche investors. As of March 31, 2026, all positions held by the Company are in AAA and AA tranches, with weighted-average credit support of 38 % and 24 %, respectively. The Company evaluates the securities for potential credit losses by modeling expected loan-level defaults, recoveries, and prepayments for each CLO security. Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. Therefore, at March 31, 2026, no allowance has been recorded.
At March 31, 2026, the Company had $ 6.0 million of unrealized losses on municipal securities having a fair value of $ 299.6 million and $ 1.9 million of unrealized losses on other debt securities having a fair value of $ 197.1 million. These securities are highly rated issuances, all of which are continuing to make timely contractual payments. Based on the evaluation of available information relevant to collectibility, the Company believes that the unrealized loss positions on these debt securities are a function of changes in investment spreads and interest rate movements and not changes in credit quality, and expects to recover the entire amortized cost basis of these securities. As a result, as of March 31, 2026, no allowance has been recorded.
All HTM debt securities are issued by government-sponsored entities, which are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. The implied government guarantee of principal and interest payments, and the high credit rating of the HTM portfolio provide sufficient basis for the current expectation that there is no risk of loss if a default were to occur. As a result, as of March 31, 2026, no allowance has been recorded. The Company has the intent and ability to hold these securities until maturity.
Included in Other assets at March 31, 2026 and December 31, 2025 is $ 135.6 million of FHLB and Federal Reserve Bank stock stated at par value. The Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of these cost method investment securities. Accrued interest receivable on AFS and HTM debt securities of $ 23.1 million and $ 1.0 million, respectively, at March 31, 2026, and $ 24.5 million and $ 1.0 million, respectively, at December 31, 2025, is included in Other assets. Also included in Other assets are investments in CRA-qualified mutual funds carried at fair value of $ 13.8 million and $ 13.9 million at March 31, 2026 and December 31, 2025, respectively.
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Note 4 – Loans
The following tables present net loan balances by segment for portfolio loans, PCD loans, and loans purchased which are not considered purchased credit deteriorated (“Non-PCD”) as of:
March 31, 2026
(In thousands) Portfolio Loans Acquired Non-PCD Loans PCD Loans Total
Construction and land development $ 623,355 $ 118,541 $ 3,466 $ 745,362
CRE - owner occupied 1,508,717 491,435 21,733 2,021,885
CRE - non-owner occupied 2,934,779 1,101,008 142,216 4,178,003
Residential real estate 2,210,407 920,009 32,093 3,162,509
Commercial and financial 1,900,726 437,130 15,262 2,353,118
Consumer 137,412 42,713 430 180,555
Totals $ 9,315,396 $ 3,110,836 $ 215,200 $ 12,641,432
December 31, 2025
(In thousands) Portfolio Loans Acquired Non-PCD Loans PCD Loans Total
Construction and land development $ 579,141 $ 141,326 $ 3,463 $ 723,930
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
Commercial and financial 1,828,038 476,130 16,821 2,320,989
Consumer 141,768 43,321 500 185,589
Totals $ 9,067,802 $ 3,327,082 $ 233,100 $ 12,627,984
The amortized cost basis of loans included net deferred costs of $ 45.6 million at March 31, 2026 and $ 46.3 million at December 31, 2025. At March 31, 2026, the remaining fair value adjustments on acquired loans were $ 138.1 million, or 4.0 % of the outstanding acquired loan balances, compared to $ 150.0 million, or 4.0 % of the acquired loan balances at December 31, 2025. The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis.
Accrued interest receivable is included within Other Assets and was $ 46.3 million and $ 45.7 million at March 31, 2026 and December 31, 2025, respectively.
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The following tables present the status of net loan balances as of March 31, 2026 and December 31, 2025.
March 31, 2026
(In thousands) Current Accruing
30-59 Days
Past Due Accruing
60-89 Days
Past Due Accruing
Greater
Than
90 Days Nonaccrual Total
Portfolio Loans
Construction and land development $ 622,436 $ 101 $ — $ — $ 818 $ 623,355
CRE - owner occupied 1,487,437 3,296 — — 17,984 1,508,717
CRE - non-owner occupied 2,924,234 — 2,977 — 7,568 2,934,779
Residential real estate 2,194,507 4,799 743 — 10,358 2,210,407
Commercial and financial 1,879,733 7,007 25 — 13,961 1,900,726
Consumer 136,515 315 16 — 566 137,412
Total Portfolio Loans $ 9,244,862 $ 15,518 $ 3,761 $ — $ 51,255 $ 9,315,396
Acquired Non-PCD Loans
Construction and land development $ 117,529 $ — $ — $ — $ 1,012 $ 118,541
CRE - owner occupied 482,045 466 4,805 — 4,119 491,435
CRE - non-owner occupied 1,093,013 801 — — 7,194 1,101,008
Residential real estate 908,944 1,144 230 — 9,691 920,009
Commercial and financial 436,468 7 — — 655 437,130
Consumer 40,851 2 — — 1,860 42,713
Total Acquired Non-PCD Loans $ 3,078,850 $ 2,420 $ 5,035 $ — $ 24,531 $ 3,110,836
PCD Loans
Construction and land development $ 70 $ — $ — $ — $ 3,396 $ 3,466
CRE - owner occupied 20,842 30 — — 861 21,733
CRE - non-owner occupied 129,397 — — — 12,819 142,216
Residential real estate 29,463 1,193 217 — 1,220 32,093
Commercial and financial 14,313 — 2 — 947 15,262
Consumer 417 8 2 — 3 430
Total PCD Loans $ 194,502 $ 1,231 $ 221 $ — $ 19,246 $ 215,200
Total Loans $ 12,518,214 $ 19,169 $ 9,017 $ — $ 95,032 $ 12,641,432
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December 31, 2025
(In thousands) Current Accruing
30-59 Days
Past Due Accruing
60-89 Days
Past Due Accruing
Greater
Than
90 Days Nonaccrual Total
Portfolio Loans
Construction and land development $ 577,467 $ 60 $ — $ — $ 1,614 $ 579,141
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
Commercial and financial 1,807,012 11,518 19 — 9,489 1,828,038
Consumer 140,679 454 28 — 607 141,768
Total Portfolio Loans $ 9,014,269 $ 20,698 $ 682 $ — $ 32,153 $ 9,067,802
Acquired Non-PCD Loans
Construction and land development $ 140,286 $ — $ — $ — $ 1,040 $ 141,326
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
Commercial and financial 470,768 50 4,785 — 527 476,130
Consumer 41,103 37 — — 2,181 43,321
Total Acquired Non-PCD Loans $ 3,298,483 $ 4,051 $ 5,019 $ 124 $ 19,405 $ 3,327,082
PCD Loans
Construction and land development $ 98 $ — $ — $ — $ 3,365 $ 3,463
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
Commercial and financial 15,786 — — — 1,035 16,821
Consumer 468 30 2 — — 500
Total PCD Loans $ 210,073 $ 1,412 $ 1,054 $ 118 $ 20,443 $ 233,100
Total Loans $ 12,522,825 $ 26,161 $ 6,755 $ 242 $ 72,001 $ 12,627,984
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest subsequently received on such loans is accounted for under the cost-recovery method, whereby interest income is not recognized until the loan balance is paid down to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, and future payments are reasonably assured. The Company recognized interest income of $ 0.8 million and $ 0.7 million on nonaccrual loans during the three months ended March 31, 2026 and March 31, 2025, respectively.
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The following tables present net balances of loans on nonaccrual status as of:
March 31, 2026
(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans
Construction and land development $ 3,396 $ 1,830 $ 5,226
CRE - owner occupied 19,260 3,704 22,964
CRE - non-owner occupied 26,432 1,149 27,581
Residential real estate 6,597 14,672 21,269
Commercial and financial 4,425 11,138 15,563
Consumer — 2,429 2,429
Totals $ 60,110 $ 34,922 $ 95,032
December 31, 2025
(In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans
Construction and land development $ 4,207 $ 1,812 $ 6,019
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
Commercial and financial 3,842 7,209 11,051
Consumer — 2,788 2,788
Totals $ 43,245 $ 28,756 $ 72,001
Loans by Risk Rating
The Company utilizes an internal asset classification system as a means of identifying problem and potential problem loans. The following classifications are used to categorize loans under the internal classification system:
• Pass: Loans that are not problem loans or potential problem loans are considered to be pass-rated.
• Special Mention: Loans that do not currently expose the Company to sufficient risk to warrant classification in the Substandard or Doubtful categories, but possess weaknesses that deserve management’s close attention are deemed to be Special Mention.
• Substandard: Loans with the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
• Doubtful: Loans that have all the weaknesses inherent in those classified Substandard with the added characteristic that the weakness present makes collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
The following tables present the risk rating of loans and year-to-date 1 gross charge offs by year of origination as of:
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March 31, 2026
(In thousands) 2026 2025 2024 2023 2022 Prior Revolving Revolving Converted to Term Total
Construction and Land Development
Risk Ratings:
Pass $ 24,696 $ 185,161 $ 314,216 $ 56,399 $ 23,755 $ 52,400 $ 83,201 $ — $ 739,828
Special Mention — — — 86 15 90 — — 191
Substandard — 1,063 — 110 1,924 1,072 1,174 — 5,343
Doubtful — — — — — — — — —
Total $ 24,696 $ 186,224 $ 314,216 $ 56,595 $ 25,694 $ 53,562 $ 84,375 $ — $ 745,362
Gross Charge Offs $ — $ — $ — $ — $ — $ 34 $ — $ — $ 34
CRE - owner occupied
Risk Ratings:
Pass $ 78,791 $ 361,476 $ 183,051 $ 150,522 $ 224,836 $ 897,593 $ 28,633 $ — $ 1,924,902
Special Mention — — 7,982 — 1,216 17,957 398 — 27,553
Substandard — 9,344 5,205 17,670 13,203 23,277 731 — 69,430
Doubtful — — — — — — — — —
Total $ 78,791 $ 370,820 $ 196,238 $ 168,192 $ 239,255 $ 938,827 $ 29,762 $ — $ 2,021,885
Gross Charge Offs $ — $ — $ — $ — $ 16 $ 6 $ — $ — $ 22
CRE - non-owner occupied
Risk Ratings:
Pass $ 129,971 $ 707,606 $ 465,111 $ 309,582 $ 807,337 $ 1,561,974 $ 28,104 $ — $ 4,009,685
Special Mention — 1,315 20 8,934 44,529 36,985 — — 91,783
Substandard — — — 6,183 38,977 31,375 — — 76,535
Doubtful — — — — — — — — —
Total $ 129,971 $ 708,921 $ 465,131 $ 324,699 $ 890,843 $ 1,630,334 $ 28,104 $ — $ 4,178,003
Gross Charge Offs $ — $ — $ — $ — $ — $ 16 $ — $ — $ 16
Residential real estate
Risk Ratings:
Pass $ 154,146 $ 253,898 $ 179,979 $ 179,019 $ 468,525 $ 1,150,089 $ 639,360 $ 93,887 $ 3,118,903
Special Mention — 601 531 — 448 2,332 3,697 486 8,095
Substandard — 52 553 1,731 4,429 14,465 11,685 2,596 35,511
Doubtful — — — — — — — — —
Total $ 154,146 $ 254,551 $ 181,063 $ 180,750 $ 473,402 $ 1,166,886 $ 654,742 $ 96,969 $ 3,162,509
Gross Charge Offs $ — $ — $ — $ — $ 164 $ 94 $ — $ — $ 258
Commercial and financial
Risk Ratings:
Pass $ 88,576 $ 595,961 $ 379,493 $ 144,653 $ 224,473 $ 347,927 $ 532,854 $ — $ 2,313,937
Special Mention — 215 813 53 588 3,249 3,818 — 8,736
Substandard — — 922 3,477 4,319 14,021 5,308 — 28,047
Doubtful — — — — — 2,398 — — 2,398
Total $ 88,576 $ 596,176 $ 381,228 $ 148,183 $ 229,380 $ 367,595 $ 541,980 $ — $ 2,353,118
Gross Charge Offs $ — $ — $ — $ — $ — $ 876 $ 2,021 $ — $ 2,897
Consumer
Risk Ratings:
Pass $ 4,080 $ 14,452 $ 12,589 $ 7,968 $ 18,083 $ 45,962 $ 74,248 $ — $ 177,382
Special Mention — 74 94 — 44 13 130 — 355
Substandard — 16 — 19 1,954 798 31 — 2,818
Doubtful — — — — — — — — —
Total $ 4,080 $ 14,542 $ 12,683 $ 7,987 $ 20,081 $ 46,773 $ 74,409 $ — $ 180,555
Gross Charge Offs $ 424 $ 21 $ 28 $ 106 $ 18 $ 22 $ 81 $ — $ 700
Consolidated
Total $ 480,260 $ 2,131,234 $ 1,550,559 $ 886,406 $ 1,878,655 $ 4,203,977 $ 1,413,372 $ 96,969 $ 12,641,432
Gross Charge Offs $ 424 $ 21 $ 28 $ 106 $ 198 $ 1,048 $ 2,102 $ — $ 3,927
1 Represents gross charge-offs for the three months ending March 31, 2026
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December 31, 2025
(In thousands) 2025 2024 2023 2022 2021 Prior Revolving Revolving Converted to Term Total
Construction and Land Development
Risk Ratings:
Pass $ 121,237 $ 332,530 $ 57,222 $ 41,967 $ 38,085 $ 31,055 $ 87,508 $ — $ 709,604
Special Mention — — — — 4,914 348 — — 5,262
Substandard 999 — 3,819 2,095 — 965 1,186 — 9,064
Doubtful — — — — — — — — —
Total $ 122,236 $ 332,530 $ 61,041 $ 44,062 $ 42,999 $ 32,368 $ 88,694 $ — $ 723,930
Gross Charge Offs $ — $ — $ 115 $ — $ 24 $ 17 $ — $ — $ 156
CRE - owner occupied
Risk Ratings:
Pass $ 405,841 $ 180,447 $ 156,256 $ 235,989 $ 241,758 $ 703,744 $ 29,882 $ — $ 1,953,917
Special Mention — 7,380 2,816 966 5,319 12,838 398 — 29,717
Substandard — 3,464 11,342 17,878 2,194 25,038 75 — 59,991
Doubtful — — — — — — — — —
Total $ 405,841 $ 191,291 $ 170,414 $ 254,833 $ 249,271 $ 741,620 $ 30,355 $ — $ 2,043,625
Gross Charge Offs $ — $ — $ — $ 238 $ — $ 490 $ — $ — $ 728
CRE - non-owner occupied
Risk Ratings:
Pass $ 704,003 $ 538,748 $ 318,106 $ 848,500 $ 552,105 $ 1,084,106 $ 31,102 $ — $ 4,076,670
Special Mention — 22 8,984 44,738 9,781 42,347 — — 105,872
Substandard — — — 39,559 9,061 23,830 — — 72,450
Doubtful — — — — — — — — —
Total $ 704,003 $ 538,770 $ 327,090 $ 932,797 $ 570,947 $ 1,150,283 $ 31,102 $ — $ 4,254,992
Gross Charge Offs $ — $ — $ — $ — $ — $ 420 $ — $ — $ 420
Residential real estate
Risk Ratings:
Pass $ 272,509 $ 196,766 $ 185,686 $ 476,581 $ 610,708 $ 569,549 $ 662,764 $ 96,123 $ 3,070,686
Special Mention — 476 78 1,527 — 663 5,068 174 7,986
Substandard — 318 113 2,120 5,079 6,630 4,810 1,117 20,187
Doubtful — — — — — — — — —
Total $ 272,509 $ 197,560 $ 185,877 $ 480,228 $ 615,787 $ 576,842 $ 672,642 $ 97,414 $ 3,098,859
Gross Charge Offs $ — $ — $ — $ 145 $ 210 $ 36 $ 19 $ — $ 410
Commercial and financial
Risk Ratings:
Pass $ 582,118 $ 414,134 $ 151,321 $ 252,087 $ 215,002 $ 167,651 $ 495,663 $ — $ 2,277,976
Special Mention — 1,286 110 584 2,229 6,312 3,570 — 14,091
Substandard — 716 2,944 5,067 6,538 6,211 6,850 — 28,326
Doubtful — — — — 596 — — — 596
Total $ 582,118 $ 416,136 $ 154,375 $ 257,738 $ 224,365 $ 180,174 $ 506,083 $ — $ 2,320,989
Gross Charge Offs $ — $ — $ 85 $ 2,075 $ 1,231 $ 9,637 $ 2,493 $ — $ 15,521
Consumer
Risk Ratings:
Pass $ 16,392 $ 13,716 $ 9,603 $ 19,441 $ 15,123 $ 36,026 $ 72,246 $ — $ 182,547
Special Mention 15 33 — 2 — 12 168 — 230
Substandard 4 13 23 2,261 — 461 50 — 2,812
Doubtful — — — — — — — — —
Total $ 16,411 $ 13,762 $ 9,626 $ 21,704 $ 15,123 $ 36,499 $ 72,464 $ — $ 185,589
Gross Charge Offs $ 842 $ 201 $ 62 $ 1,294 $ 108 $ 42 $ 238 $ — $ 2,787
Consolidated
Total $ 2,103,118 $ 1,690,049 $ 908,423 $ 1,991,362 $ 1,718,492 $ 2,717,786 $ 1,401,340 $ 97,414 $ 12,627,984
Gross Charge Offs $ 842 $ 201 $ 262 $ 3,752 $ 1,573 $ 10,642 $ 2,750 $ — $ 20,022
1 Represents gross charge-offs for the year ending December 31, 2025.
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TBMs
The following tables present the amortized cost of TBM loans that were modified during the three months ended March 31, 2026 and March 31, 2025.
March 31, 2026
(In thousands) Rate Reduction or Rate Reduction with Term Extension
Term Extension and/or Payment Delay Total 1
% of Total Class of Loans
CRE - non-owner occupied $ — $ 6,246 $ 6,246 0.15 %
Residential real estate — 77 77 —
Commercial and financial — 515 515 0.02
Consumer — 5 5 —
Totals $ — $ 6,843 $ 6,843 0.05 %
1 At March 31, 2026, the unfunded lending related commitments associated with TBMs were immaterial.
March 31, 2025
(In thousands) Rate Reduction or Rate Reduction with Term Extension
Term Extension and/or Payment Delay Total 1
% of Total Class of Loans
CRE - owner occupied $ 94 $ — $ 94 0.01 %
Residential real estate — 72 72 —
Commercial and financial 73 1,367 1,440 0.08
Totals $ 167 $ 1,439 $ 1,606 0.02 %
1 At March 31, 2025, the unfunded lending related commitments associated with TBMs were immaterial.
The following tables present the payment status of TBM loans that were modified in the twelve months prior to March 31, 2026 and in the twelve months prior to March 31, 2025.
March 31, 2026
(In thousands) Current Accruing
30-59 Days Past Due Accruing
60-89 Days Past Due Accruing
Greater
Than 90 Days Nonaccrual Total
CRE - owner occupied $ 252 $ — $ — $ — $ — $ 252
CRE - non-owner occupied 6,246 — 2,977 — 2,536 11,759
Residential real estate 175 — — — 149 324
Commercial and financial 2,223 — — — 651 2,874
Consumer 5 — — — 2 7
Totals $ 8,901 $ — $ 2,977 $ — $ 3,338 $ 15,216
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March 31, 2025
(In thousands) Current Accruing
30-59 Days Past Due Accruing
60-89 Days Past Due Accruing
Greater
Than 90 Days Nonaccrual Total
Construction and land development $ 111 $ — $ — $ — $ — $ 111
CRE - owner occupied 94 — — — — 94
Residential real estate 95 — — — 571 666
Commercial and financial 1,262 — — — 636 1,898
Consumer 28 — — — — 28
Totals $ 1,590 $ — $ — $ — $ 1,207 $ 2,797
TBM loans that experienced a payment default and that were modified in the 12 months preceding the default were immaterial for each period presented.
Note 5 – Allowance for Credit Losses
Activity in the ACL is summarized as follows:
Three Months Ended March 31, 2026
(In thousands) Beginning
Balance Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 9,740 $ ( 940 ) $ ( 34 ) $ 89 $ 8,855
CRE - owner occupied 16,528 1,862 ( 22 ) 214 18,582
CRE - non-owner occupied 56,143 ( 864 ) ( 16 ) 8 55,271
Residential real estate 51,297 1,345 ( 258 ) 10 52,394
Commercial and financial 37,943 ( 952 ) ( 2,897 ) 158 34,252
Consumer 7,152 310 ( 700 ) 136 6,898
Totals $ 178,803 $ 761 $ ( 3,927 ) $ 615 $ 176,252
Three Months Ended March 31, 2025
(In thousands) Beginning
Balance Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance
Construction and land development $ 7,252 $ ( 483 ) $ — $ 3 $ 6,772
CRE - owner occupied 11,825 772 — 1 12,598
CRE - non-owner occupied 43,866 878 ( 320 ) 767 45,191
Residential real estate 39,168 1,160 ( 1 ) 21 40,348
Commercial and financial 27,533 6,434 ( 6,469 ) 113 27,611
Consumer 8,411 489 ( 1,487 ) 334 7,747
Totals $ 138,055 $ 9,250 $ ( 8,277 ) $ 1,239 $ 140,267
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 March 31, 2026 and December 31, 2025, 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.
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The following section discusses changes in the level of the ACL for the three months ended March 31, 2026.
The allowance decreased $ 2.6 million, or 1.4 %, during the first quarter of 2026 to $ 176.3 million, representing 1.39 % of loans held for investment as of March 31, 2026.
In the Construction and land development segment, the decrease in allowance is primarily driven by a decrease in modeled expected losses. In this segment, the primary source of repayment is typically from proceeds of the sale or permanent financing of the underlying property; therefore, industry and collateral type and estimated collateral values are among the relevant factors in assessing expected losses.
In the CRE - owner-occupied segment, the allowance increased due to routine updates to assumptions for loss given default which increased for this segment. Risk characteristics include, but are not limited to, collateral type, note structure and loan seasoning.
In the CRE - non-owner-occupied segment, the allowance decrease is driven by lower loan balances. Repayment is often dependent upon rental income from the successful operation of the underlying property or from the sale of the property. Loan performance may be adversely affected by general economic conditions or conditions specific to the real estate market, including property types. Collateral type, note structure, and loan seasoning are among the risk characteristics analyzed for this segment.
The Residential real estate segment includes residential mortgage, home equity loans, and HELOCs. The increase in the allowance is reflective of an increase in outstanding loan balances. Risk characteristics considered for this segment include, but are not limited to, borrower FICO score, lien position, LTV ratios, and loan seasoning.
In the Commercial and financial segment, borrowers are primarily small to medium sized professional firms and other businesses, and loans are generally supported by projected cash flows of the business, collateralized by business assets, and/or guaranteed by the business owners. The allowance decreased in the first quarter due to charge-offs and due to routine updates to assumptions for loss given default, partially offset by growth 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, LTV ratios, loan seasoning, and FICO scores. The decrease in allowance for consumer loans was driven by a decrease in loan balances.
Note 6 – Derivatives
Interest Rate Contracts
The Company offers interest rate swaps when requested by customers to allow them to hedge the risk of rising interest rates on their variable rate loans. Upon entering into these swaps, the Company enters into offsetting positions with counterparties in order to minimize the interest rate risk. These back-to-back swaps are freestanding financial derivatives with the fair values reported in Other assets and Other liabilities. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under the arrangements for financial statement presentation purposes. Gains and losses on these back-to-back swaps, which offset, are recorded through Noninterest income.
Cash Flow Hedges
The Company periodically enters into contracts 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 the fourth quarter of 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 three months ended March 31, 2026, the Company recognized $ 1.3 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.
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Fair Value Hedges
The Company periodically enters into interest rate swap contracts to hedge the risk of changes in fair value of the AFS securities portfolio due to changes in SOFR. The Company considers these derivatives to be highly effective at offsetting changes in interest rates and assesses the effectiveness on a quarterly basis. The effect of changes in interest rates on the fair value of these derivative contracts is recognized in other comprehensive income. These derivative instruments are primarily for risk management purposes. There were no securities fair value hedges during the three months ended March 31, 2026. For the three months ended March 31, 2025, the Company recognized through Other comprehensive income net losses of $ 0.4 million, and reclassified net gains of $ 2 thousand out of AOCI into interest income.
The Company has entered into interest rate swap contracts to hedge the risk of changes in the fair value of a pool of residential mortgages due to changes in SOFR. These fair value hedges utilize the portfolio layer method. The Company considers these derivatives to be highly effective at offsetting changes in interest rates and assesses the effectiveness on a quarterly basis. The effect of changes in interest rates on the fair value of these derivative contracts is recognized in interest income. These derivative instruments are primarily for risk management purposes. For the three months ended March 31, 2026 and 2025, the Company recognized losses of $ 0.1 million and gains of $ 48 thousand, respectively, through interest income.
Economic Hedges
The Company enters into commitments to originate mortgage loans for 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 three months ended March 31, 2026, the Company recognized gains of $ 0.2 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
March 31, 2026
Interest rate contracts 1
$ 1,143,202 $ 21,106 Other assets and Other liabilities
Residential mortgage fair value hedges 100,000 41 Other liabilities
Residential mortgage fair value hedges 250,000 421 Other assets
Interest rate caps cash flow hedges 300,000 4,243 Other assets
IRLC 14,974 497 Other assets
Forward TBA mortgage-backed securities
15,273 269 Other assets
Forward loan sale commitment 3,349 42 Other liabilities
December 31, 2025
Interest rate contracts 1
$ 1,152,442 $ 25,009 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
1 Interest rate contracts include risk participation agreements with notional amounts of $ 65.1 million and $ 65.3 million at March 31, 2026, and December 31, 2025, respectively with nominal fair value in both periods.
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The following table presents amounts recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges.
Carrying amount of the hedged items Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged items
(In thousands) March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025
Loans, net 1
$ 1,014,248 $ 1,043,345 $ ( 339 ) $ 559
1 These amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At March 31, 2026, the portfolio layer method was $ 350 million, of which $ 350 million was designated as hedged. At December 31, 2025, the portfolio layer method was $ 400 million, of which $ 400 million was designated as hedged.
Note 7 – Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase are accounted for as secured borrowings. For securities sold under agreements to repurchase, the Company is required to pledge collateral with value sufficient to fully collateralize borrowings. Company securities pledged were as follows by collateral type and maturity as of:
(In thousands) March 31, 2026 December 31, 2025
Fair value of pledged securities - overnight and continuous:
Mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ 562,570 $ 512,066
Note 8 – Regulatory Capital
The Company is well-capitalized and at March 31, 2026, the Company and the Company’s principal banking subsidiary, Seacoast Bank, exceeded the CET1 capital ratio regulatory threshold of 6.5 % for well-capitalized institutions under the Basel III standardized transition approach, as well as risk-based and leverage ratio requirements for well-capitalized banks under the regulatory framework for prompt corrective action.
Note 9 – Contingent Liabilities
The Company and its subsidiaries, because of the nature of their business, are at all times subject to numerous legal actions, threatened or filed. Management presently believes that none of the legal proceedings to which it is a party are likely to have a materially adverse effect on the Company’s consolidated financial condition, operating results, or cash flows.
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Note 10 – Fair Value
Under ASC Topic 820, fair value measurements for items measured at fair value on a recurring and nonrecurring basis at March 31, 2026 and December 31, 2025 included:
(In thousands) Fair Value
Measurements Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
At March 31, 2026
Financial Assets
Debt securities AFS 1
$ 5,069,260 $ 100 $ 5,069,160 $ —
Derivative financial instruments 2
26,537 — 26,040 497
Loans held for sale 2
18,188 — 18,188 —
Loans 3
2,215 — — 2,215
OREO 3
4,250 — — 4,250
Equity securities 4
13,844 13,844 — —
MSR 5
27,374 — — 27,374
Financial Liabilities
Derivative financial instruments 2
$ 21,189 $ — $ 21,147 $ 42
At December 31, 2025
Financial Assets
Debt securities AFS 1
$ 5,164,567 $ 200 $ 5,164,367 $ —
Derivative financial instruments 2
28,620 — 28,125 495
Loans held for sale 2
16,297 — 16,297 —
OREO 3
4,250 — — 4,250
Equity securities 4
13,923 13,923 — —
MSR 5
28,061 — — 28,061
Financial Liabilities
Derivative financial instruments 2
$ 25,483 $ — $ 25,389 $ 94
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 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 with fair value adjustments recognized in earnings.
5 Recurring fair value basis determined using unobservable market data. Refer to “Note 8 - Goodwill and Acquired Intangible Assets” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional details on assumptions utilized.
Derivative financial instruments : 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 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 100.44 %. For forward loan sale commitments, the weighted-average pull-through rate was 100 % and the weighted-average current reference price was 98.75 %.
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Loans and OREO : Fair values of collateral-dependent real estate loans and OREO are based on recent real estate appraisals less estimated costs of sale. Evaluations may use either a single valuation approach or a combination of approaches, such as comparative sales, cost and/or income approach. Adjustments to comparable sales may be made by an appraiser to reflect local market conditions or other economic factors and may result in changes in the fair value of an asset over time, but none were made by management. 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 $ 2.5 million with a specific reserve of $ 0.3 million at March 31, 2026. There were no collateral-dependent loans measured at fair value at December 31, 2025.
MSRs : The fair value of these derivatives is based on an income approach. Various unobservable inputs to assumptions including expected cash flows, market discount rates, prepayment rates, servicing costs, and other factors are utilized, therefore the valuation of MSRs is classified as Level 3.
The following table presents changes in the Company's MSRs measured at fair value for the three months ended March 31, 2026. There was no MSR balance during the three months ended March 31, 2025:
Three Months Ended March 31,
(In thousands) 2026
Carrying value at beginning of period $ 28,061
Acquired —
Originated servicing rights capitalized upon sale of loan 331
Change in fair value:
Due to payoffs/paydowns ( 648 )
Due to change in valuation inputs or assumptions ( 370 )
Carrying value at end of period $ 27,374
The following table presents data and key economic assumptions, as well as the valuation's sensitivity to interest rate fluctuations, related to the Company’s MSRs as of:
(In thousands) March 31, 2026 December 31, 2025
Unpaid principal balance $ 2,469,014 $ 2,540,798
Prepayment rate assumptions:
Weighted-average
12.35 % 12.74 %
Estimated impact on fair value of a 10% increase $ ( 1,302 ) $ ( 1,373 )
Estimated impact on fair value of a 20% increase ( 2,504 ) ( 2,639 )
Option-adjusted spread:
Weighted-average
5.50 % 5.50 %
Estimated impact on fair value of a 100 basis point increase $ ( 1,112 ) $ ( 1,163 )
Estimated impact on fair value of a 200 basis point increase ( 2,136 ) ( 2,232 )
Weighted-average coupon interest rate
4.76 % 4.78 %
Weighted-average servicing fee
0.25 0.25
Weighted-average remaining maturity (in months)
348 348
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.
For recurring fair value measurements, transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process. During the three months ended March 31, 2026 and 2025, there were no such transfers.
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For additional information on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities that are measured at fair value on a recurring basis, see “Note 16 - Fair Value” of the Annual Report on Form 10-K for the year ended December 31, 2025.
The carrying amount and fair value of the Company’s other financial instruments that were not disclosed previously in the balance sheet and for which carrying amount is not fair value as of March 31, 2026 and December 31, 2025 is as follows:
(In thousands) Carrying Amount Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
March 31, 2026
Financial Assets
HTM debt securities 1
$ 576,155 $ — $ 477,706 $ —
Time deposits with other banks 2,490 — 2,471 —
Loans, net 12,462,965 — 169,100 12,096,173
Financial Liabilities
Deposits 16,637,949 — — 16,638,119
FHLB borrowings 775,000 — 774,215 —
Subordinated debt 95,338 — 89,122 —
December 31, 2025
Financial Assets
HTM debt securities 1
$ 586,178 $ — $ 489,560 $ —
Time deposits with other banks 14,424 — 13,455 —
Loans, net 12,449,181 — — 12,263,824
Financial Liabilities
Deposits 16,256,343 — — 16,257,291
FHLB borrowings 835,000 — 833,483 —
Subordinated debt 95,161 — 90,248 —
1 See “Note 3 – Securities” for further detail of recurring fair value basis of individual investment categories.
The short maturity of Seacoast’s assets and liabilities results in a significant number of financial instruments whose fair value equals or closely approximates carrying value. Such financial instruments are reported in the following balance sheet captions: cash and due from banks, interest-bearing deposits with other banks, and securities sold under agreements to repurchase.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value at March 31, 2026 and December 31, 2025:
HTM debt securities : These debt securities are reported at fair value utilizing Level 2 inputs. The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models, or discounted cash flow analyses, using observable market data where available.
The Company reviews the prices supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from other brokers and third-party sources or derived using internal models.
Loans : Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as commercial or mortgage. Each loan category is further segmented into fixed and adjustable-rate interest terms as well as performing and nonperforming categories. The fair value of Level 3 loans is calculated by discounting scheduled cash flows through the estimated life including prepayment considerations, using estimated market discount rates that reflect the risks inherent in the loan. The fair value approach considers market-driven variables including credit related factors and reflects an
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“exit price” as defined in ASC Topic 820. The fair value of Level 2 loans is valued using observable market-based inputs, including quoted prices obtained from third-party pricing services based on recent market transactions and dealer quotations for comparable instruments.
Investments at NAV : The Company has equity investments in SBICs accounted for under the fair value practical expedient of NAV totaling $ 25.6 million at March 31, 2026 and $ 26.4 million at December 31, 2025, which are not included in the fair value hierarchy. These investments are made primarily through various SBIC funds as a strategy to provide expansion and growth opportunities to small businesses and are subject to various risks, including market, liquidity, and credit risk. SBICs are generally structured to operate for approximately 10 years and the Company’s investments are not redeemable. Distributions are received through the liquidation of the underlying assets, which is expected to occur over the next 5 - 10 years. Unfunded commitments related to these investments were $ 8.0 million at March 31, 2026 and $ 8.7 million at December 31, 2025.
Deposit liabilities : The fair value of demand deposits, savings accounts and money market deposits is the amount payable at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for funding of similar remaining maturities.
Note 11 – Business Combinations
Acquisition of 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 VBI shares receiving stock 550
Per share exchange ratio for VBI shares receiving stock 38.5000
Number of shares of SBCF common stock issued 9,923
Number of shares of SBCF preferred stock issued 1
11
Multiplied by SBCF price per share at October 1, 2025 $ 30.50
Total Value of SBCF common and preferred stock issued $ 645,785
Number of VBI shares receiving cash 183
Per share exchange ratio for VBI shares receiving cash $ 1,000.00
Cash consideration paid to VBI shareholders, including cash paid for fractional shares 183,360
Total purchase price $ 829,145
1 Preferred stock is 1/1,000 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 $ 280.4 million for this acquisition that is nondeductible for tax purposes. 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.
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The table below presents the allocation of the purchase consideration.
(In thousands) Initially Measured October 1, 2025 Measurement Period Adjustments As Adjusted October 1, 2025
Assets:
Cash and cash equivalents $ 166,758 $ — $ 166,758
Investment securities 2,540,434 — 2,540,434
Loans 1,202,389 ( 351 ) 1,202,038
Bank premises and equipment 45,942 — 45,942
CDI 110,548 — 110,548
Goodwill 280,087 263 280,350
Other Assets 99,776 — 99,776
Total Assets $ 4,445,934 $ ( 88 ) $ 4,445,846
Liabilities:
Deposits $ 3,450,869 $ — $ 3,450,869
Securities sold under agreements to repurchase 105,064 — 105,064
Other Liabilities 60,856 ( 88 ) 60,768
Total Liabilities $ 3,616,789 $ ( 88 ) $ 3,616,701
The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
October 1, 2025
(In thousands) Book Balance Fair Value
Loans:
Construction and land development
$ 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
Commercial and financial 335,831 322,276
Consumer 5,332 5,219
Total acquired loans $ 1,264,148 $ 1,202,038
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 1, 2025
Book balance of loans at acquisition $ 148,575
ACL at acquisition ( 3,026 )
Non-credit related discount ( 19,198 )
Total PCD loans acquired $ 126,351
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. The CDI asset acquired from VBI is being amortized over 10 years using an accelerated method of amortization.
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The Company assumed a financing obligation recognized within Long-term debt, net, refer to “Note 11 - Lease Commitments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional details.
Acquisition of Heartland Bancshares, Inc.
On July 11, 2025, the Company completed its acquisition of Heartland, adding four branches in Central Florida. Integration activities, including system conversion, were also finalized in the third quarter of 2025. The Company acquired 100 % of the outstanding common and preferred stock of Heartland. Under the terms of the definitive agreement, Heartland shareholders received a combination of cash and common stock, with the final consideration totaling $ 111.2 million.
(In thousands, except per share data) July 11, 2025
Number of Heartland shares receiving stock 378
Per share exchange ratio for Heartland shares receiving stock 4.9263
Number of shares of SBCF common stock issued 1,862
Multiplied by SBCF price per share at July 11, 2025 $ 29.29
Value of SBCF common stock issued $ 54,547
Number of Heartland shares receiving cash 378
Per share cash consideration for Heartland shares receiving cash $ 147.10
Cash consideration paid to Heartland shareholders, including cash paid for fractional shares $ 55,623
Cash paid to Heartland option holders 1,054
Total purchase price $ 111,224
The acquisition of Heartland was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The Company recognized goodwill of $ 22.2 million for this acquisition that is nondeductible for tax purposes. Determining fair values of assets and liabilities, especially the loan portfolio, 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) July 11, 2025
Assets:
Cash and cash equivalents $ 242,672
Investment securities 357,905
Loans 153,294
Bank premises and equipment 7,926
CDI 20,922
Goodwill 22,228
Other Assets 18,590
Total Assets $ 823,537
Liabilities:
Deposits $ 705,195
Other Liabilities 7,118
Total Liabilities $ 712,313
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The table below presents information with respect to the fair value and unpaid principal balance of acquired loans at the acquisition date.
July 11, 2025
(In thousands) Book Balance Fair Value
Loans:
Construction and land development
$ 7,575 $ 7,496
CRE - owner occupied
31,504 30,790
CRE - non-owner occupied
40,239 38,992
Residential real estate 52,960 51,434
Commercial and financial 21,104 21,029
Consumer 3,614 3,553
Total acquired loans $ 156,996 $ 153,294
The book value and fair value amount of loans for which, at the date of acquisition, there was evidence of more than insignificant deterioration of credit quality since origination was $ 7.2 million and $ 6.4 million, respectively.
The acquisition of Heartland resulted in the addition of $ 2.0 million in 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. The CDI asset acquired from Heartland is being amortized over 10 years using an accelerated method of amortization.
Proforma Information
Pro-forma data as of March 31, 2026 and 2025 present information as if the acquisition of VBI occurred at the beginning of 2025. 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 Three Months Ended
March 31,
(In thousands, except per share data) 2026 2025
Net interest income $ 176,470 $ 147,403
Net income available to common shareholders 29,757 21,548
EPS - diluted 0.29 0.22
EPS - basic $ 0.30 $ 0.22
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Note 12 – Business Segment
The Company's one reportable segment provides integrated financial services including commercial and consumer banking, wealth management, and mortgage and insurance services to customers. Segment revenues are driven primarily by interest and fees on loans, interest on cash and cash equivalents and on investment securities, and fees on depository products and services.
The Company manages business activities, allocates resources, and evaluates financial performance on an organization-wide basis. The CODM is the CEO. The financial results of the segment are presented using the same policies described in “Note 1 - Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The CODM evaluates the performance of the segment and allocates resources based on net income that is also reported on the Consolidated Statements of Income as consolidated net income and segment assets that are reported on the Consolidated Balance Sheets as total consolidated assets. Net income is used to monitor budget versus actual results. The significant segment expenses that are regularly provided to the CODM are interest expense, provision for credit losses, salaries and employee benefits, outsourced data processing costs, and occupancy, which are all reflected in the Consolidated Statements of Income. Certain noncash expenses, such as depreciation and amortization expense, are disclosed in the Consolidated Statement of Cash Flows.
Note 13 – Subsequent Event
Subsequent to March 31, 2026, the Company repurchased 320,763 shares of its common stock at a weighted-average price of $ 31.18 per share pursuant to its share repurchase program.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.