Seacoast Banking Corp Of Florida S-4, filed Apr 4, 2025

Seacoast Banking Corp Of Florida (SBCF)

S-4 2025-04-04

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Florida			6022			59-2260678
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		6
Information regarding Seacoast and Heartland		6
The Merger		7
Closing and Effective Time of Merger		7
Merger Consideration		7
Equivalent Heartland Per Common Share Value		8
Exchange Procedures
Material U.S. Federal Income Tax Consequences of the Merger		10
Appraisal Rights		10
Opinion of Heartland’s Financial Advisor		10
Recommendation of the Board of Directors of Heartland		11
Interests of Heartland Directors and Executive Officers in the Merger		11
Treatment of Heartland Equity Awards		8
Regulatory Approvals		6
Conditions to Completion of the Merger		11
Third Party Proposals		12
Termination		13
Termination Fee		13
NASDAQ Listing		14
Accounting Treatment		14
Heartland Special Meeting		14
Required Shareholder Votes		15
No Restriction on Resale		15
Market Prices and Dividend Information		15
Comparison of Shareholders’ Rights		16
Risk Factors		16
RISK FACTORS		17
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS		24
SEACOAST SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		26
MARKET PRICES AND DIVIDEND INFORMATION		27
INFORMATION ABOUT THE HEARTLAND SPECIAL MEETING		28
Time, Date, and Place		28
Matters to be Considered at the Meeting		28
Recommendation of the Heartland Board of Directors		28
Record Date and Quorum		28
Required Vote		29
How to Vote – Shareholders of Record		29
Revocation of Proxies		29

	Page
Shares Subject to Shareholder Support Agreements; Shares Held by Directors and Executive Officers		30
Solicitation of Proxies		30
Attending the Meeting		30
Questions and Additional Information		31
THE MERGER		32
Background of the Merger		32
Heartland’s Reasons for the Merger and Recommendations of the Heartland Board of Directors		34
Seacoast’s Reasons for the Merger		37
Opinion of Heartland’s Financial Advisor		37
Material U.S. Federal Income Tax Consequences of the Merger		47
Accounting Treatment		50
Regulatory Approvals		51
Appraisal Rights for Heartland Shareholders		51
Board of Directors and Management of Seacoast Following the Merger		54
Interests of Heartland Directors and Executive Officers in the Merger		54
Director Restrictive Covenant Agreement; Claims Letters		56
Indemnification and Insurance		56
THE MERGER AGREEMENT		58
The Merger		58
Closing and the Effective Time of the Merger		58
Merger Consideration		58
Treatment of Heartland Equity Awards		59
Election and Proration Procedures		60
Exchange Procedures		61
Conduct of Business Pending the Merger		62
Regulatory Matters		65
NASDAQ Listing		65
Employee Matters		65
Indemnification and Directors’ and Officers’ Insurance		66
Third Party Proposals		66
Representations and Warranties		68
Conditions to Completion of the Merger		70
Termination		72
Termination Fee		72
Waiver; Amendment		73
Expenses		73
COMPARISON OF SHAREHOLDERS’ RIGHTS		74
BUSINESS OF HEARTLAND		84
DESCRIPTION OF SEACOAST CAPITAL STOCK		88

	Page
EXPERTS		91
LEGAL MATTERS		91
OTHER MATTERS		91
DOCUMENTS INCORPORATED BY REFERENCE		91
APPENDICES:
Appendix A – Agreement and Plan of Merger		A-1
Appendix B – Opinion of Hovde Group, LLC		B-0
Appendix C – Provisions of Florida Business Corporation Act Relating to Appraisal Rights		C-1
Appendix D – Heartland Bancshares, Inc. & Subsidiaries Consolidated Financial Statements		D-1

Date	Seacoast closing sale price			Equivalent Heartland per share value
February 26, 2025		$	27.83		$	141.96
, 2025		$			$

	Heartland Common Stock					Heartland Preferred Stock					Cash Dividend Per Share of Common Stock and Preferred Stock
	Number of Shares		Price Per Share			Number of Shares		Price Per Share			Cash Dividend Per Share of Common Stock and Preferred Stock
2023
First Quarter		—			—		—			—		$	1.50
Second Quarter		117		$	72.00		590		$	72.00			—
Third Quarter		2,105		$	72.00		—			—			—
Fourth Quarter		539		$	72.00		—			—			—
2024
First Quarter		—			—		500		$	72.00		$	2.50
Second Quarter		300		$	87.50		—			—			—
Third Quarter		—			—		—			—			—
Fourth Quarter		—			—		—			—			—
2025
First Quarter		50		$	147.10		—			—		$	2.30

	Year Ended December 31,
(Amounts in thousands, except per share data)	2024			2023			2022			2021			2020
Net interest income		$	431,971		$	488,240		$	366,162		$	276,025		$	262,743
Provision for credit losses			16,258			37,518			26,183			(9,421)			38,179
Noninterest income:
Other			91,444			82,045			67,187			71,305			60,335
Securities gains/(losses), net			(8,016)			(2,893)			(1,096)			(578)			1,235
Noninterest expenses			343,301			395,622			267,934			197,435			185,552
Income before income taxes			155,840			134,252			138,136			158,738			100,582
Provision for income taxes			34,854			30,219			31,629			34,335			22,818
Net income		$	120,986		$	104,033		$	106,507		$	124,403		$	77,764
Per Share Data
Net income available to common shareholders:
Diluted		$	1.42		$	1.23		$	1.66		$	2.18		$	1.44
Basic			1.43			1.24			1.67			2.20			1.45
Cash dividends declared			0.72			0.71			0.64			0.39			—
Book value per common share			25.51			24.84			22.45			22.40			20.46
Assets		$	15,176,308		$	14,580,249		$	12,145,762		$	9,681,433		$	8,342,392
Net loans			10,161,895			9,914,009			8,030,829			5,841,714			5,642,616
Deposits			12,242,427			11,776,935			9,981,595			8,067,589			6,932,561
Shareholders’ equity			2,183,243			2,108,086			1,607,775			1,310,736			1,130,402
Performance Ratios
Return on average assets			0.81%			0.71%			0.96%			1.33%			0.99%
Return on average equity			5.62%			5.14%			7.51%			10.24%			7.44%

Buyer	Target	Price/ LTM Earnings Multiple(1)		Price/TBV Multiple		Price/ Adjusted TBV Multiple(2)		Prem./ Core Deposits Multiple(3)
Cadence Bank	FCB Financial Corp.		9.77x		192.5%		207.7%		11.7%
Capital Bancorp, Inc.	Integrated Financial Holdings		5.75x		114.6%		120.8%		2.85%
First Financial Corporation	Simply Bank(4)		8.98x		132.4%		132.4%		3.57%
HomeTrust Bancshares, Inc.	Quantum Capital Corp.(4)		4.19x		158.1%		158.1%		4.53%
First Bancorp	GrandSouth Bancorporation		10.7x		191.7%		191.7%		8.53%
F.N.B Corporation	UB Bancorp		9.23x		155.2%		155.2%		4.36%
DFCU Financial	First Citrus Bancorporation		15.3x		210.6%		210.6%		9.30%

	Price-to-LTM Earnings Multiple(1)		Price-to-Tangible Book Value Multiple		Price-to-Adjusted Tangible Book Value Multiple(2)		Premium-to-Core Deposits Multiple(3)
Total Merger Value		9.33x		164.3%		173.2%		7.22%
Precedent Transactions Regional Group:
Median		9.50x		174.7%		174.9%		6.53%
25th Percentile		6.56x		138.1%		138.1%		3.77%
75th Percentile		13.0x		192.3%		206.0%		9.45%
Precedent Transactions Nationwide Group:
Median		11.2x		174.5%		176.9%		8.76%
25th Percentile		8.64x		139.4%		140.5%		4.01%
75th Percentile		14.3x		191.9%		203.0%		10.1%

	Tangible Equity/ Tangible Assets		Core Deposits(1)		Loans/ Deposits		LTM ROAA(2)		LTM ROAE(3)		Efficiency Ratio		NPAs/ Assets		LLR/ NPLs(4)
Heartland		9.11%		93.2%		25.2%		1.62%		19.2%		38.3%		0.04%		779.8%
Precedent Transactions – Regional Group Median:		7.77%		91.2%		76.2%		1.39%		14.0%		61.9%		0.23%		118.8%

	Atlantic Union Bankshares Corporation			FB Financial Corporation
	Home Bancshares, Inc.			First Bancorp
	WesBanco, Inc.			Amerant Bancorp Inc.
	Trustmark Corporation			Burke & Herbert Financial Services Corp.
	Renasant Corporation			City Holding Company
	ServisFirst Bancshares, Inc.			SmartFinancial, Inc.
	TowneBank

			Seacoast						Peer Group Median						Peer Group Mean
Total Assets ($MM)				$	15,176					$	17,247					$	14,715

	Relative Contribution				Implied Exchange Ratio
	Seacoast		Heartland		Implied Exchange Ratio
Total Assets		95.4%		4.6%		5.409x
Net Loans		98.5%		1.5%		1.742x
Deposits		95.0%		5.0%		5.841x
Deposits Excl. Time Deposits Over $100,000		95.0%		5.0%		5.937x
Tangible Common Equity		95.4%		4.6%		5.416x
Tangible Common Equity Excl. AOCI		95.6%		4.4%		5.161x
2025 Estimated Earnings(1)		92.1%		7.9%		9.569x
2026 Estimated Earnings(1)		93.3%		6.7%		8.006x
2027 Estimated Earnings(1)		94.0%		6.0%		7.126x

	HEARTLAND	SEACOAST
Capital Stock	Holders of Heartland capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Heartland’s articles of incorporation and bylaws.	Holders of Seacoast capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Seacoast’s articles of incorporation and bylaws.
Authorized	Heartland’s authorized capital stock consists of 10,000,000 shares of common stock, par value $.01 per share, and 1,000,000 shares of preferred stock with a par value of $.01 per share (300,000 of which are designated as Series A Non-Cumulative Perpetual Preferred Stock).	Seacoast’s authorized capital stock consists of 120,000,000 shares of common stock, par value $0.10 per share, and 4,000,000 shares of preferred stock, stated value $0.10 per share.
Outstanding	As of February 28, 2025, there were 741,417 shares of Heartland common stock outstanding. As of February 28, 2025, there were 24,112 shares of Heartland preferred stock outstanding.	As of December 31, 2024, there were 85,567,712 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding.
Voting Rights	Holders of Heartland common stock shall be entitled to one vote for each share held. The holders of the Heartland preferred stock have limited voting rights and are entitled to vote only	Holders of Seacoast common stock generally are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders.

	Seacoast			Peer Group Median			Peer Group Mean
Loans/ Deposits (%)			84.1			86.6			86.2
Nonperforming Assets/ Total Assets (%)(1)			0.65			0.30			0.42
Tangible Common Equity/ Tangible Assets (%)			9.6			9.1			9.0
Total Risk-Based Capital Ratio (%)			16.2			15.2			15.1
MRQ Core ROAA (%)(2)			1.36			1.11			1.26
MRQ Core ROATCE (%)(2)			14.9			13.8			14.2
MRQ Net Interest Margin (%)			3.41			3.37			3.48
MRQ Efficiency Ratio (%)			53.1			58.3			56.6
Price/ Tangible Book Value (x)			1.73			1.67			1.83
Price/ 2025 Est. Earnings Per Share (x) (3)			16.4			12.4			12.5
Price/ 2026 Est. Earnings Per Share (x) (3)			14.2			11.1			11.1
LTM Dividend Payout (%)			50.7			37.7			41.0
Current Dividend Yield (%)			2.5			2.5			2.4
1-Year Price Change (%)			16.4			21.2			24.8
1-Year Total Return (%)			20.1			30.5			30.0
Market Capitalization ($MM)		$	2,367		$	2,302		$	2,418

	HEARTLAND	SEACOAST
	upon any proposal for a merger or share exchange, in each case to which the Heartland is a party, or a sale by the Heartland of all or substantially all of its assets. Holders of Heartland preferred stock are entitled to one vote for each share held and vote together with the holders of common stock as a single class, and not as a separate class.
Cumulative Voting	No shareholder has the right of cumulative voting in the election of directors.	No shareholder has the right of cumulative voting in the election of directors.
Dividends	Under the FBCA, a corporation may make a distribution, unless after giving effect to the distribution: • The corporation would not be able to pay its debts as they come due in the usual course of business; or • The corporation’s assets would be less than the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. In addition, under Federal Reserve policy, a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce its dividends if: • its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; • its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or • it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.	Holders of Seacoast common stock are subject to the same provisions of the FBCA and the Federal Reserve Policy adopted in 2009.

	HEARTLAND	SEACOAST
	The holders of Heartland preferred stock are entitled to a preference in distribution of dividends.
Number of Directors	Heartland’s bylaws and articles of association provide that the number of directors serving on the Heartland board of directors shall consist of not less than two nor more than twenty-five persons, the exact number to be determined from time to time by the affirmative vote of a majority of the entire board of directors. The Board of Directors of Heartland is divided into three classes, with the term of the members of each class scheduled to expire at the successive annual shareholders’ meeting. At each annual meeting, a successor to each director whose term is scheduled to expire at that meeting is elected for a three-year term. There are currently 12 directors serving on the Heartland board of directors.	Seacoast’s bylaws and articles of incorporation provide that the number of directors serving on the Seacoast board of directors shall be such number as determined from time to time by a vote of 662∕3% of the whole board of directors and a majority of the Continuing Directors (director who either (i) was first elected as a director of the company prior to March 1, 2002 or (ii) was designated as a Continuing Directors by a majority vote of the Continuing Directors), but in no event shall be fewer than three directors nor greater than fourteen directors (exclusive of the directors to be elected by the holders of one or more series of preferred stock voting separately as a class). There are currently twelve directors serving on the Seacoast board of directors. The Seacoast board of directors is divided into three classes, with the members of each class of directors serving staggered three-year terms and with approximately one-third of the directors being elected annually. As a result, it would take a dissident shareholder or shareholder group at least two annual meeting of shareholders to replace a majority of the directors of Seacoast. Each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, subject to such directors’ death, resignation or removal.
Election of Directors	All shares entitled to vote for election of directors shall vote thereon as a single voting group, and directors shall be elected by a plurality of votes cast by shares entitled to vote in the election in a meeting at which a quorum of such voting group is present.	Seacoast directors are similarly elected in accordance with FBCA and its articles of incorporation do not otherwise provide for the vote required to elect directors. However, notwithstanding the plurality standard, in an uncontested election for directors, our Corporate

	HEARTLAND	SEACOAST
		Governance Guidelines provide that if any director nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election, then the director will promptly tender his or her resignation to the board of directors following certification of the shareholder vote, with such resignation to be effective upon acceptance by the board of directors. The Compensation and Governance Committee would then review and make a recommendation to the board of directors as to whether the board should accept the resignation, and the board of directors would ultimately decide whether to accept the resignation.
Removal of Directors	Under the FBCA, directors may be removed with or without cause. A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.	Seacoast’s bylaws provide that directors may be removed only for cause upon the affirmative vote of (1) 662∕3% of all shares of common stock entitled to vote and (2) holders of a majority of the outstanding common stock that are not beneficially owned or controlled, directly or indirectly, by any person (1) who is the beneficial owner of 5% or more of the common stock or (2) who is an affiliate of Seacoast and at any time within the past five years was the beneficial owner of 5% or more of Seacoast’s then outstanding common stock (“Independent Majority of Shareholders”) at a shareholders’ meeting duly called and held for that purpose upon not less than 30 days’ prior written notice.
Vacancies on the Board of Directors	Heartland’s bylaws provide that in the event of any vacancy occurring in the membership of the board by reason of newly created directorship or resulting from resignation, disqualification, retirement or death, the remaining members of the Board may appoint a director to fill such vacancy by the affirmative vote of the majority of the directors then in office, and if not therefore filled by actions of the directors, may be filled by the shareholders at any meeting	Seacoast’s bylaws provide that vacancies in the Seacoast’s board of directors may be filled by the affirmative vote of (1) 662∕3% of all directors and (2) majority of the Continuing Directors, even if less than a quorum exists, or if no directors remain, by the affirmative vote of not less than 662∕3% of all shares of common stock entitled to vote and an Independent Majority of Shareholders.

	HEARTLAND	SEACOAST
	held during the existence of such vacancy. If any vacancy shall occur among the directors by reason of removal from office of a director, such vacancy shall be filled by the vote of seventy-five percent (75%) of the outstanding shares of each class of stock entitled to vote in election of directors.
Action by Written Consent	The FBCA provides that any action of the board of directors, which is required or permitted to be taken at a meeting, may be taken without a meeting if consent in writing, setting forth the action to be taken, and signed by all members of the board of directors, is filed in the minutes of the proceedings of the board of directors or such committee. Action shall be effective when the last director signs the consent, unless the consent specifies a different effective date. The consent signed shall have the effect of a meeting vote and may be described as such in any document. Heartland’s bylaws also provide that any action required or permitted to be taken at any meeting of the board or of any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the board or of such committee and such written consent if filed with the minutes of the proceedings of the board or committee. Additionally, any action required or permitted to be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice, and without a vote if written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting which all voting groups and shares entitled	Seacoast’s articles of incorporation provide that no action may be taken by written consent except as may be provided in the designation of the preferences, limitations and relative rights of any series of Seacoast’s preferred stock. Any action required or permitted to be taken by the holders of Seacoast’s common stock must be effected at a duly called annual or special meeting of such holders, and may not be effected by any consent in writing by such holders.

	HEARTLAND	SEACOAST
	to vote thereon were present and voted.
Advance Notice Requirements for Shareholder Nominations and Other Proposals	Heartland does not have any advance notice requirements for shareholder nominations or other proposals.	Any Seacoast shareholder entitled to vote generally on the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and qualifications of the candidate the shareholder wishes to recommend to Seacoast’s Compensation and Governance Committee, c/o Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. To be considered, recommendations with respect to an election of directors to be held at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of Seacoast’s last annual meeting of shareholders (or, if the date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that Seacoast mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders.
Notice of Shareholder Meeting	Notice of each shareholder meeting must be mailed to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting.	Notice of each shareholder meeting must be given to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting.
Amendments to Charter	Heartland articles of incorporation provide that amendments to the charter require the affirmative vote or consent of the holders of at least one-half (1∕2) of the shares of each class of stock entitled to vote in elections of directors. Additionally, certain sections, such as Article VI (“Board of Directors”), VIII (“Covered Transactions”),	Seacoast’s articles of incorporation have similar amendment provisions, except that the affirmative vote of (1) 662∕3% of all of shares outstanding and entitled to vote, voting as classes, if applicable, and (2) an Independent Majority of Shareholders will be required to approve any change of Articles VI (“Board of Directors”), VII (“Provisions Relating to Business

	HEARTLAND	SEACOAST
	IX (“Business Combinations”), and X (“Acquisition Proposal”), have specific amendment requirements that necessitate a higher threshold of approval, often requiring the affirmative vote of three-fourths (3∕4) of the outstanding shares of each class of stock entitled to vote in elections of directors to make changes to the articles of incorporation.	Combinations”), IX (“Shareholder Proposals”) and X (“Amendment of articles of incorporation”) of the articles of incorporation.
Amendments to Bylaws	Heartland’s bylaws may be amended by an affirmative vote of 75% of each class of stock entitled to elect directors, and action by the directors with respect to the bylaws shall be taken by an affirmative vote of a majority directors then holding office.	Seacoast’s bylaws may be amended by a vote of (1) 662∕3% of all directors and (2) majority of the Continuing Directors. In addition, the shareholders may also amend the Bylaws by the affirmative vote of (1) 662∕3% of all shares of common stock entitled to vote and (2) an Independent Majority of Shareholders.
Special Meeting of Shareholders	Heartland’s bylaws provide that special meetings of shareholders of Heartland may be called by the Chief Executive Officer, or by the presiding officer of the board, if any. The Chief Executive Officer or the Secretary shall call a special meeting when: (1) requested in writing by any three or more of the directors; or (2) requested in writing by shareholders owning less than one tenth of all shares entitled to vote.	Seacoast’s bylaws provide that special meetings of the shareholders, for any purpose or purposes unless prescribed by statute, may be called by the Chairman of the Board or the Executive Chairman of the Board, the Chief Executive Officer, the President or by the board of directors. The notice of such meeting must state the purpose of such meeting and no business may be transacted at the meeting except as stated in such notice. A special meeting of shareholders may be called by the Chief Executive Officer at the written request of the holders of shares representing not less than 50% of the voting.
Quorum	Heartland’s bylaws provide that a majority of the votes entitled to be cast on the matter by a voting group constitutes a quorum of that voting group for action on that matter.	A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at any shareholder meeting.
Proxy	At every meeting of the shareholders, any shareholder having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be: (i) effective unless given in writing and signed, either personally by the	Seacoast’s bylaws provide that a shareholder, a person entitled to vote on behalf of a shareholder pursuant to law, or an attorney in fact, may vote the shareholder’s shares in person or by proxy. A shareholder

	HEARTLAND	SEACOAST
	shareholder or his or her attorney-in-fact; (ii) effective until received by the Secretary or other officer or agent authorized to tabulate votes; or (iii) valid after eleven months from its date, unless said proxy expressly provides for a longer period.	may appoint a proxy to vote or otherwise act for him/her by signing an appointment form, either personally or by his/her attorney in fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photo static, telecopy, electronic transmission (including a .PDF file) or equivalents reproduction of an appointment form is a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary or other officer authorized to tabulate votes and is valid for up eleven months, unless a longer period is expressly provided in the appointment form. The death or incapacity of a shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer authorized to tabulate votes before the proxy exercises his authority under the appointment. A proxy shall be irrevocable if it conspicuously states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.
Preemptive Rights	Heartland’s shareholders do not have preemptive rights.	Seacoast’s shareholders do not have preemptive rights.
Shareholder Rights Plan/Shareholders’ Agreement	Heartland does not have a rights plan. Neither Heartland nor Heartland shareholders are parties to a shareholders’ agreement with respect to Heartland’s capital stock.	Seacoast does not have a rights plan. Neither Seacoast nor Seacoast shareholders are parties to a shareholders’ agreement with respect to Seacoast’s capital stock.
Indemnification of Directors and Officers	Heartland’s bylaws provide that Heartland may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA.	Seacoast’s bylaws provide that Seacoast may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA.
Certain Business Combination Restrictions	Heartland’s articles of incorporation require the affirmative vote or consent of the holders of a majority of the shares of each class of stock entitled to vote in elections of directors for the approval, adoption, or authorization	Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders.

	HEARTLAND	SEACOAST
	of a business combination with an interested person, unless certain conditions are met, such as the consideration being in cash or acceptable securities and meeting specific fail market value criteria.
Fundamental Business Transactions	Heartland’s articles of incorporation provide that Heartland requires the approval of two-thirds of the shares entitled to vote on a covered transaction with an interested person, unless the transaction is approved by three-fourths of the board of directors, in which case a majority vote is sufficient, for the approval of transactions, such as mergers, consolidations, or sales of substantially all of the assets.	Seacoast’s articles of incorporation provide that Seacoast needs the affirmative vote of 662∕3% of all shares of common stock entitled to vote for the approval of any merger, consolidation, share exchange or sale, exchange, lease, transfer, purchase and assumption of assets and liabilities, or assumption of liabilities of Seacoast or any subsidiary of all or substantially all of the corporation’s consolidated assets or liabilities or both, unless the transaction is approved and recommended to the shareholders by the affirmative vote of 662∕3% of all directors and a majority of the Continuing Directors.
Non-Shareholder Constituency Provision	Heartland’s articles of incorporation provide that in connection with the exercise of its judgement in determining what is in the best interest of the of the corporation and its shareholders when evaluating certain offers, in addition to considering the adequacy and form of the consideration, the board shall consider the estimated future value as an independent entity, the social and economic effects on the employees, customers, suppliers, and other constituents of the Corporation and on the communities in which the Corporation operates or is located and the desirability of maintaining independence from any other business or business entity.	Similarly, Seacoast’s articles of incorporation provide that in connection with the exercise of its judgment in determining what is in the best interest of the corporation and its shareholders when evaluating certain offers, in addition to considering the adequacy and form of the consideration, the board shall also consider the social and economic effects of the transaction on Seacoast and its subsidiaries, its and their employees, depositors, loan and other customers, creditors, and the communities in which Seacoast and its subsidiaries operate or are located; the business and financial condition, and the earnings and business prospects of the acquiring person or persons, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition, and other likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the corporation and its subsidiaries and the other elements of

	HEARTLAND	SEACOAST
		the communities in which the corporation and its subsidiaries operate or are located; the competence, experience, and integrity of the person and their management proposing or making such actions; the prospects for a successful conclusion of the business combination prospects; and Seacoast’s prospects as an independent entity.
Dissenters’ Rights	Under the FBCA, a shareholder generally has the right to dissent from any merger to which the corporation is a party, from any sale of all assets of the corporation, or from any plan of exchange and to receive fair value for his or her shares.	Under the FBCA, dissenters’ rights are not available to holders of shares of any class or series of shares which is designated as a national market system security or listed on an interdealer quotation system by the National Association of Securities Dealers, Inc. Accordingly, holders of Seacoast common stock are not entitled to exercise dissenters’ rights under the FBCA.

Name
William R. Handley
James C. Clinard
Andrew S. Bible
James B. Belflower
Roger D. Gurganus
Bert J. Harris, III
Issac G. Nagib
S. Allen Skipper
John Smoak, III
Malcolm C. Watters, Jr.
Lawrence B. Wells
Stanley H. Wells

Name			Position
James C. Clinard			Chief Executive Officer
Andrew S. Bible			Secretary

Name of Individual	Amount and Nature of Beneficial Ownership		Percent of Voting Shares
Directors
William R. Handley		28,792		3.76%
James C. Clinard		55,853		7.30%
James B. Belflower		26,800		3.50%
Andrew S. Bible		9,332		1.22%
Roger D. Gurganus		15,566		2.03%
Bert J. Harris, III		26,640		3.48%
Issac G. Nagib		27,558		3.60%
S. Allen Skipper		22,816		2.98%
John Smoak, III		40,781		5.33%
Malcolm C. Watters, Jr.		26,455		3.46%
Lawrence B. Wells		28,043		3.66%
Stanley H. Wells		7,906		1.03%
Executive Officers
James C. Clinard		58,853		7.30%
Andrew S. Bible		9,332		1.22%
Directors and Officers (as a group, 12 persons)		263,689		34,45%
Name and Address of holders 5% or more of the outstanding shares.
James C. Clinard		58,853		7.30
Mary L. Clinard P.O. Box 581 Lake Placid, Florida 33862

	Page
ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER		A-1
1.1 Merger		A-1
1.2 Bank Merger		A-1
1.3 Time and Place of Closing		A-1
1.4 Effective Time		A-2
1.5 Conversion of Heartland Capital Stock		A-2
1.6 SBC Common Stock		A-3
1.7 Heartland Equity Awards		A-3
1.8 Organizational Documents of Surviving Corporation; Directors and Officers		A-3
1.9 Tax Consequences		A-3
1.10 Election and Proration Procedures		A-4
ARTICLE 2 DELIVERY OF MERGER CONSIDERATION		A-6
2.1 Exchange Procedures		A-6
2.2 Rights of Former Heartland Shareholders		A-7
2.3 Dissenters’ Rights		A-7
ARTICLE 3 REPRESENTATIONS AND WARRANTIES		A-8
3.1 Company Disclosure Letter		A-8
3.2 Standards		A-8
3.3 Representations and Warranties of the Company		A-9
3.4 Representations and Warranties of Seacoast		A-27
ARTICLE 4 COVENANTS AND ADDITIONAL AGREEMENTS OF THE PARTIES		A-31
4.1 Conduct of Business Prior to Effective Time		A-31
4.2 Forbearances		A-31
4.3 Litigation		A-33
4.4 State Filings		A-33
4.5 Heartland Shareholder Approval; Registration Statement and Proxy Statement/ Prospectus		A-33
4.6 Listing of SBC Common Stock		A-34
4.7 Reasonable Best Efforts; Further Assurances		A-34
4.8 Applications and Consents		A-35
4.9 Notification of Certain Matters		A-36
4.10 Investigation and Confidentiality		A-36
4.11 Press Releases; Publicity		A-36
4.12 Acquisition Proposals		A-36
4.13 Takeover Laws		A-37
4.14 Employee Benefits and Contracts		A-38
4.15 Indemnification		A-39
4.16 Resolution of Certain Matters		A-40
4.17 Claims Letters		A-40
4.18 Restrictive Covenant Agreement		A-40
4.19 Systems Integration; Operating Functions		A-40

	Page
4.20 Additional Contracts		A-41
4.21 Transfer Taxes		A-41
4.22 Approval of 280G Payments		A-41
4.23 SBC Advisory Board		A-41
4.24 Financial Statements		A-42
ARTICLE 5 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE		A-42
5.1 Conditions to Obligations of Each Party		A-42
5.2 Conditions to Obligations of Seacoast		A-42
5.3 Conditions to Obligations of the Company		A-43
ARTICLE 6 TERMINATION		A-44
6.1 Termination		A-44
6.2 Effect of Termination		A-45
ARTICLE 7 MISCELLANEOUS		A-45
7.1 Definitions		A-45
7.2 Non-Survival of Representations and Covenants		A-53
7.3 Expenses		A-53
7.4 Termination Fee		A-54
7.5 Entire Agreement		A-54
7.6 Amendments		A-55
7.7 Waivers		A-55
7.8 Assignment		A-55
7.9 Notices		A-55
7.10 Governing Law		A-56
7.11 Counterparts		A-56
7.12 Captions		A-56
7.13 Interpretations		A-56
7.14 Severability		A-56
7.15 Attorneys’ Fees		A-56
7.16 Waiver of Jury Trial		A-56
7.17 Confidential Supervisory Information		A-57
7.18 Delivery by Electronic Transmission		A-57

Exhibit			Description
A			Bank Merger Agreement
B			Form of Shareholder Support Agreement
C			Form of Claims Letter
D			Forms of Restrictive Covenant Agreement

	Affordable Care Act			Section 3.3(j)(iii)
	Aggregate Merger Consideration			Section 1.5(a)
	Agreement			Parties
	Articles of Merger			Section 1.4
	Bank			Parties
	Bank Merger			Preamble
	Bank Merger Agreement			Preamble
	Change in Recommendation			Section 4.12(b)
	Closing			Section 1.3
	Closing Date			Section 1.3
	Company			Parties
	Company Regulatory Agreement			Section 3.3(v)
	Covered Employees			Section 4.14(a)
	CRA			Section 3.3(q)
	Dissenter Provisions			Section 2.3
	Dissenting Shareholder			Section 2.3
	Effective Time			Section 1.4
	Exchange Agent			Section 2.1(a)
	Exchange Fund			Section 2.1(d)
	Excluded Shares			Section 1.5(e)

	Heartland Certificates			Section 1.5(b)
	Heartland Directors’ Recommendation			Section 3.3(b)(ii)
	Heartland Disclosure Letter			Section 3.1
	Heartland Latest Balance Sheet			Section 3.3(d)(ii)
	IIPI			Section 3.3(r)(i)
	Indemnification Notice			Section 7.2(b)
	Indemnified Parties			Section 7.2(b)
	Indemnified Party			Section 4.15(a)
	Loans			Section 3.3(n)(i)
	Material Adverse Effect			Section 3.2(b)
	Measuring Date			Section 7.1(a)
	Merger			Preamble
	Merger Consideration			Section 1.5(a)
	Regulatory Consents			Section 4.8(b)
	Required Consents			Section 5.1(b)
	Sarbanes-Oxley Act			Section 3.3(d)(iv)
	SBC			Parties
	SBC Preferred Stock			Section 3.4(c)
	SBC Regulatory Agreement			Section 3.4(f)(ii)
	Seacoast			Parties
	Shareholder Support Agreement			Preamble
	SNB			Parties
	Surviving Bank			Section 1.2
	Surviving Corporation			Section 1.1
	Takeover Laws			Section 3.3(v)

	Exhibit 2.1			—			Agreement and Plan of Merger, dated February 27, 2025, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Heartland Bancshares, Inc. and Heartland Bank (attached as Appendix A to the proxy statement/prospectus).
							Certain exhibits and schedules to the Agreement and Plan of Merger have been omitted. Such exhibits and schedules are described in the Agreement and Plan of Merger. Seacoast Banking Corporation of Florida hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits and schedules.

Exhibit 3.1.1	—	Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Quarterly Report on Form 10-Q, filed May 10, 2006).
Exhibit 3.1.2	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed December 23, 2008).
Exhibit 3.1.3	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.4 to Seacoast’s Form S-1, filed June 22, 2009).
Exhibit 3.1.4	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed July 20, 2009).
Exhibit 3.1.5	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed December 3, 2009).
Exhibit 3.1.6	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K/A, filed July 14, 2010).
Exhibit 3.1.7	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed June 25, 2010).
Exhibit 3.1.8	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed June 1, 2011).
Exhibit 3.1.9	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed December 13, 2013).
Exhibit 3.1.10	—	Articles of Amendment to the Amended and Restated articles of incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed May 30, 2018).
Exhibit 3.1.11	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (Incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 23, 2023.)
Exhibit 3.2	—	Amended and Restated By-laws of the Corporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed October 26, 2020).
Exhibit 4.1	—	Specimen Common Stock Certificate (Incorporated herein by reference from Exhibit 4.1 to the Company’s Form 10-K, filed on March 17, 2014).
Exhibit 5.1	—	Legal Opinion of Alston & Bird, LLP.
Exhibit 8.1	—	Tax Opinion of Alston & Bird, LLP (to be filed by amendment).
Exhibit 21.1	—	Subsidiaries of the Registrant (incorporated herein by reference from Exhibit 21 Seacoast’s Form 10-K, filed on February 25, 2025).
Exhibit 23.1	—	Consent of Alston & Bird (included in the Opinion referenced in Exhibit 5.1).
Exhibit 23.2	—	Consent of Crowe LLP.
Exhibit 23.3	—	Consent of Saltmarsh, Cleaveland & Gund.
Exhibit 24	—	Power of Attorney (included on the signature page hereto).
Exhibit 99.1	—	Form of Common Stock Proxy to be used at Heartland Bancshares, Inc. Special Shareholders Meeting (to be filed by amendment).
Exhibit 99.2	—	Form of Preferred Stock Proxy to be used at Heartland Bancshares, Inc. Special Shareholders Meeting (to be filed by amendment).
Exhibit 99.3	—	Consent of Hovde Group, LLC.
Exhibit 107	—	Filing Fee Table.

Signature	Title	Date
/s/ Charles M. Shaffer Charles M. Shaffer	Chairman and Chief Executive Officer (principal executive officer)	April 4, 2025
/s/ Tracey L. Dexter Tracey L. Dexter	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	April 4, 2025
/s/ Dennis J. Arczynski Dennis J. Arczynski	Director	April 4, 2025
/s/ Eduardo J. Arriola Eduardo J. Arriola	Director	April 4, 2025
/s/ Jacqueline L. Bradley Jacqueline L. Bradley	Director	April 4, 2025
/s/ H. Gilbert Culbreth, Jr. H. Gilbert Culbreth, Jr.	Director	April 4, 2025
/s/ Christopher E. Fogal Christopher E. Fogal	Director	April 4, 2025

	Very truly yours,

	ALSTON & BIRD LLP

	By:	/s/ Randolph A. Moore, III
		Randolph A. Moore, III
		A Partner

	Signature(s)
Date _________________, 2025

	Print Name

	Signature(s)
Date _________________, 2025

	Print Name

	Hovde Group, LLC
	Hovde Group, LLC
	Inverness, Illinois
	April 4, 2025