SEACOAST BANKING CORP OF FLORIDA (SBCF)

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to aid in understanding significant changes in the financial condition of Seacoast Banking Corporation of Florida and its subsidiaries (“Seacoast” or the “Company”) and their results of operations. Nearly all of the Company’s operations are contained in its banking subsidiary, Seacoast National Bank (“Seacoast Bank” or the “Bank”). Such discussion and analysis should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the related notes included in this report.

The emphasis of this discussion will be on the three months ended March 31, 2026 compared to the three months ended March 31, 2025 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of March 31, 2026 compared to December 31, 2025.

This discussion and analysis contain statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.

For purposes of the following discussion, the words “Seacoast” or the “Company” refer to the combined entities of Seacoast Banking Corporation of Florida and its direct and indirect wholly owned subsidiaries.

Special Cautionary Notice

Regarding Forward-Looking Statements

Certain statements made or incorporated by reference herein which are not statements of historical fact, including those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, are “forward-looking statements” within the meaning, and protections, of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, and intentions about future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause the actual results, performance or achievements of Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) or its wholly-owned banking subsidiary, Seacoast National Bank (“Seacoast Bank”), to be materially different from those set forth in the forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

All statements other than statements of historical fact could be forward-looking statements. You can identify these forward-looking statements through the use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “support,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “further,” “plan,” “point to,” “project,” “could,” “intend,”

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“target” or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

•The impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within Seacoast’s primary market areas, including the effects of continued inflationary pressures, changes in interest rates, tariffs or trade wars (including reduced consumer spending, supply chain issues, and adverse impacts to credit quality), a sustained increase in commodity prices, slowdowns in economic growth or recession, and the potential for high unemployment rates, as well as the financial stress on borrowers and changes to customer and client behavior and credit risk as a result of the foregoing;

•Potential impacts of adverse developments in the banking industry, or as encountered by other financial institutions that adversely affect Seacoast, and including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto (including increases in the cost of our deposit insurance assessments), the Company’s ability to effectively manage its liquidity risk and any growth plans, and the availability of capital and funding;

•Governmental monetary and fiscal policies, including interest rate policies of the FRB, as well as risks related to legislative, tax and regulatory changes, including those that impact the money supply and inflation;

•The risks of changes in interest rates on the level and composition of deposits (as well as the cost of, and competition for, deposits), loan demand, liquidity and the values of loan collateral, securities, and interest rate sensitive assets and liabilities;

•Interest rate risks (including the impact of interest rates on macroeconomic conditions, customer and client behavior, and on our net interest income), sensitivities, and the shape of the yield curve;

•The risks relating to bank acquisitions, including the merger with VBI, which include, without limitation: the diversion of management's time on issues related to the integration; unexpected transaction costs, including the costs of integrating operations; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following acquisitions being lower than expected; the risk related to the accounting and regulatory capital treatment of the Series A Non-Voting Convertible Preferred Stock and the impact on the Company's financial statements; the risk of deposit and customer attrition; regulatory enforcement and litigation risk; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations; the risks of customer and employee loss and business disruptions, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers by competitors; as well as the difficulties and risks inherent with entering new markets;

•Risks related to our implementation of new lines of business, new products and services, new technologies, and expansion of our existing business opportunities, including entering and/or expanding markets through de novo branching;

•Changes in accounting policies, rules, and practices;

•Changes in retail distribution strategies, customer preferences and behavior generally and as a result of economic factors, including heightened or persistent inflation;

•Changes in borrower credit risks and payment behaviors, and changes in the availability and cost of credit and capital in the financial markets;

•Changes in the prices, values and sales volumes of residential and CRE properties, especially as they relate to the value of collateral supporting the Company’s loans;

•The Company’s concentration in CRE loans and in real estate collateral in Florida;

•Seacoast’s ability to comply with any regulatory requirements and the risk that the regulatory environment may not be conducive to or may prohibit or delay the consummation of future mergers and/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and may reduce the anticipated benefit;

•Inaccuracies or other failures from the use of models, including the failure of assumptions and estimates (including with respect to our financial statements), as well as differences in, and changes to, economic, market and credit conditions;

•The impact on the valuation of Seacoast’s investments due to market volatility or counterparty payment risk, as well as the effect of a decline in stock market prices on our fee income from our wealth management business;

•Statutory and regulatory dividend restrictions;

•Increases in regulatory capital requirements for banking organizations generally;

•Changes in technology or products that may be more difficult, costly, or less effective than anticipated;

•The timely development and acceptance of new products and services as well as risks (including reputational and litigation) attendant thereto, and perceived overall value of these products and services by users;

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•Risks associated with the development and use of artificial intelligence;

•The Company’s ability to identify and address increased cybersecurity risks, including those impacting vendors and other third parties which may be exacerbated by developments in generative artificial intelligence;

•Fraud or misconduct by internal or external parties, which Seacoast may not be able to prevent, detect or mitigate;

•Inability of Seacoast’s risk management framework to manage risks associated with the Company’s business;

•Dependence on key suppliers or vendors to obtain equipment or services for the business on acceptable terms;

•Reduction in or the termination of Seacoast’s ability to use the online- or mobile-based platform that is critical to the Company’s business growth strategy;

•The effects of war, regime change, civil unrest, or other conflicts, acts of terrorism, natural disasters, including hurricanes in the Company’s footprint, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions and/or increase costs, including, but not limited to, property and casualty and other insurance costs;

•Seacoast’s ability to maintain adequate internal controls over financial reporting;

•Potential or actual claims, damages, penalties, fines, costs, unexpected outcomes and reputational damage resulting from new, existing, pending or future litigation, regulatory proceedings and enforcement actions;

•Negative publicity and the impact on Seacoast’s reputation, including the speed and scale at which information can spread through social media or digital channels, which could amplify adverse market or customer reactions;

•The risks that DTAs could be reduced if estimates of future taxable income from the Company’s operations and tax planning strategies are less than currently estimated, the results of tax audit findings, challenges to our tax positions, or adverse changes or interpretations of tax laws;

•The effects of competition (including the inability to grow, or attrition of, deposits, customers and employees) from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, non-bank financial technology providers, securities brokerage firms, insurance companies, private credit funds, money market and other mutual funds and other financial institutions;

•The failure of assumptions underlying the establishment of reserves for expected credit losses;

•Impairment of our goodwill or other intangible assets;

•Risks related to, and the costs associated with ESG and anti-ESG matters, including the scope and pace of related rulemaking activity, disclosure requirements and potential litigation and enforcement;

•Action or inaction by the federal government, including as a result of any prolonged government shutdown (including a partial shutdown) or government intervention in the U.S. financial system;

•Legislative, regulatory or supervisory actions related to so‑called “de‑banking,” including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices;

•A deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the de

[Excerpt truncated for page length; source filing is linked above.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion and analysis is to aid in understanding significant changes in the financial condition of Seacoast Banking Corporation of Florida and its subsidiaries (“Seacoast” or the “Company”) and their results of operations. Nearly all of the Company’s operations are contained in its banking subsidiary, Seacoast National Bank (“Seacoast Bank” or the “Bank”). Such discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and the related notes included in this report.

The emphasis of this discussion will be on the years ended December 31, 2025 and 2024. Additional information about the Company’s financial condition and results of operations in 2023 and changes in the Company’s financial condition and results of operations from 2023 to 2024 may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the “Special Cautionary Notice Regarding Forward-Looking Statements” for additional information regarding forward-looking statements.

For purposes of the following discussion, the words “Seacoast” or the “Company” refer to the combined entities of Seacoast Banking Corporation of Florida and its direct and indirect wholly owned subsidiaries.

Overview – Strategy and Results

Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”), a financial holding company registered under the BHC Act of 1956, is one of the largest banks in Florida, with $20.8 billion in assets and $16.3 billion in deposits as of December 31, 2025. Its principal subsidiary is Seacoast National Bank (“Seacoast Bank”), a wholly owned national banking association. The Company provides integrated financial services including commercial and consumer banking, wealth management, mortgage and insurance services to customers through advanced online and mobile banking solutions, and Seacoast Bank's network of 104 full-service branches. Seacoast's balanced growth strategy, combining organic growth with value-creating acquisitions, continues to benefit shareholders and expand the franchise.

Business Developments

On October 1, 2025, the Company completed its acquisition of VBI. This transformative transaction expands the Company’s presence in North Central Florida and into The Villages® community, adding $1.2 billion in loans and $3.5 billion in deposits, along with 19 branches. VBI’s future growth potential and low loan-to-deposit ratio provide significant opportunity for expansive growth throughout the Seacoast footprint. Full integration and system conversion activities are expected to be completed early in the third quarter of 2026.

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

Seacoast’s balanced growth strategy includes both acquisitions and organic growth initiatives. In recent years, Seacoast has added experienced bankers in dynamic and growing markets, leading to significant growth in new relationships. These efforts have supported core deposit generation, loan production, and expansion of client relationships across multiple product lines. In 2025, Seacoast expanded its footprint with the opening of five new branch locations, including four in some of Florida's fastest-growing markets, and its first location outside Florida, in Woodstock, Georgia.

Results of Operations

2025 Financial Performance Highlights

•Net income of $144.9 million, an increase of $23.9 million, or 20%, compared to 2024, and adjusted net income1 of $169.5 million, an increase of $37.0 million, or 28%, compared to 2024.

•On an adjusted basis, pre-tax pre-provision earnings1 of $274.7 million increased 45% from the prior year.

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

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

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

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

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

Net Interest Income and Margin

Net interest income for the year ended December 31, 2025, totaled $553.5 million, increasing $121.5 million, or 28%, compared to the year ended December 31, 2024. The increase was largely driven by growing loan and securities balances, along with lower deposit costs. Net interest income (on an FTE basis)1 for the year ended December 31, 2025, was $556.3 million, increasing $123.3 million, or 28%, compared to the year ended December 31, 2024.

Net interest margin (on an FTE basis)1 increased 34 basis points to 3.58% in 2025 compared to 3.24% in 2024, largely driven by lower deposit costs. Average interest-earning assets increased $2.2 billion, or 16%, during 2025 to $15.5 billion compared to $13.4 billion in 2024. During 2025, yields on interest-earning assets decreased to 5.40% from 5.44% in 2024 due to the lower interest rate environment. Average interest-bearing liabilities increased $1.8 billion, or 20%, during 2025 to $11.0 billion, including a $1.4 billion, or 17%, increase in interest-bearing deposits. The cost of average interest-bearing liabilities in 2025 decreased 63 basis points to 2.57% from 3.20% in 2024.

During 2025, average investment securities increased $1.2 billion to $3.9 billion, primarily due to bank acquisitions. Yields on securities increased 30 basis points from 3.68% in 2024 to 3.98% in 2025, reflecting the higher yield securities purchased and acquired. The Company actively manages the securities portfolio, and identified strategic restructuring opportunities in the fourth quarter of 2024 and the first quarter of 2026 that enhanced the portfolio's yield and positioning. Additional liquidity obtained through bank acquisitions provided further flexibility, and acquired securities portfolios were repositioned to align with higher yields.

Average loans totaled $11.0 billion for the year ended December 31, 2025, increasing $939.2 million, or 9%, compared to $10.1 billion for the year ended December 31, 2024, through a combination of organic growth and bank acquisitions. Yields on loans increased four basis points from 5.93% in 2024 to 5.97% in 2025. Accretion of purchase discount on acquired loans added $39.0 million in interest income, adding 35 basis points to loan yields, for the year ended December 31, 2025, compared to $41.7 million, or 42 basis points, for the year ended December 31, 2024.

The Company’s deposit mix remains favorable, with 86% of average deposit balances comprised of savings, money market, and demand deposits in 2025. The cost of average total deposits (including noninterest-bearing demand deposits) decreased by 44 basis points to 1.79% in 2025, compared to 2.23% in 2024. The cost of funds decreased by 38 basis points to 1.94% in 2025, compared to 2.32% in 2024.

Sweep repurchase agreements with customers averaged $252.2 million for the year ended December 31, 2025, a decrease of $17.1 million, or 6%, compared to $269.3 million for the year ended December 31, 2024. The average rate on customer repurchase accounts was 2.46% in 2025, compared to 3.49% in 2024.

The Company had an average balance of $592.9 million in FHLB borrowings outstanding for the year ended December 31, 2025, with an average interest rate of 4.27%. The average balance of FHLB borrowings was $184.0 million at 4.20% in 2024. The Company utilized short-term fixed-rate advances to fund securities purchases throughout 2025.

In 2025, average long-term debt of $107.5 million had an average rate of 6.20%. In 2024, average long-term debt of $106.6 million had an average rate of 7.02%.

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The following table details the Company’s average balance sheets, interest income and expenses, and yields and rates1, for the past three years:

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The following table shows the impact of changes in volume and rate on interest-earning assets and interest-bearing liabilities1:

Provision for Credit Losses

The provision for credit losses was $51.3 million in 2025 compared to $16.3 million in 2024. Included in 2025 is $24.6 million of day-1 provisions for credit losses on loans added through bank acquisitions. The remainder of the increase in 2025 reflects additions to the allowance for credit losses aligned with organic loan growth. Allowance coverage of 1.42% at December 31, 2025 increased eight basis points compared to December 31, 2024, with the increase attributed to acquired portfolios.

Noninterest Income

Noninterest income totaled $99.2 million in 2025, an increase of $15.7 million, or 19%, compared to 2024. Noninterest income accounted for 15% of total revenue in 2025 and 16% in 2024 (Net Interest Income plus Noninterest income).

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Noninterest income is detailed as follows:

Service charges on deposits for the year ended December 31, 2025 increased $2.5 million, or 12%, compared to the prior year to $23.4 million. The increase primarily reflects the addition of relationships from bank acquisitions and organic growth.

Wealth management income, including brokerage commissions and fees and trust income, increased $3.4 million, or 22%, to $18.6 million for the year ended December 31, 2025. Assets under management have grown by $754.8 million or 37%, year-over-year to $2.8 billion as of December 31, 2025. The wealth management division has continued its success in building new relationships, adding $549 million in new organic assets under management in 2025.

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

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

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

BOLI income totaled $12.4 million in 2025, an increase of $2.3 million, or 23%, compared to the prior year. Death benefit payouts in 2025 totaled $2.2 million.

Other income totaled $26.8 million in 2025, reflecting a decrease of $4.0 million, or 13%, year-over-year. The decrease from the prior year primarily reflects lower gains on SBIC investments and loan sales, partially offset by $3.0 million in tax refunds received related to a prior bank acquisition.

Securities losses in 2025 totaled $0.5 million compared to securities losses in 2024 of $8.0 million. In the fourth quarter of 2024, the Company sold approximately $217.0 million in AFS securities, resulting in losses of $12.0 million, allowing for reinvestment at higher yields. These losses were partially offset by gains of $4.1 million on the sale of the Company’s holdings of Visa Class B stock.

Noninterest Expense

The Company has demonstrated its commitment to efficiency through disciplined, proactive management of its cost structure. Noninterest expenses in 2025 totaled $414.9 million, including $32.4 million in merger and integration costs. In 2024, noninterest expenses totaled $343.3 million, including $7.1 million in branch consolidation and other expense reduction initiatives and $0.3 million in costs to prepare for and recover from hurricane events. Adjusted noninterest expense1 in 2025 totaled $382.4 million, an increase of 14% from 2024, largely associated with the overall growth of the organization, including from the two bank acquisitions in 2025. Seacoast continues to prudently manage expenses while strategically investing to support continued growth.

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

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Noninterest expenses are detailed as follows:

Salaries and wages totaled $186.9 million in 2025, an increase of $24.6 million, or 15%, compared to 2024. Employee benefit costs, which include costs associated with the Company's self-funded health insurance benefits, 401(k) plan, payroll taxes, and unemployment compensation, increased $4.6 million, or 16%, compared to 2024. The increase reflects the continued expansion of the Company’s footprint, including the completion of the bank acquisitions, and higher performance driven incentive compensation.

The Company utilizes third parties for core data processing systems. Ongoing data processing costs are directly related to the number of transactions processed and the negotiated rates associated with those transactions. Outsourced data processing costs totaled $37.6 million in 2025, an increase of $1.0 million, or 3%, compared to 2024. The increase reflects higher transaction volume and growth in customers, including from bank acquisitions.

Total occupancy, furniture and equipment expenses in 2025 totaled $41.2 million, an increase of $3.6 million, or 10%, compared to 2024. The increases are largely due to growth in the branch network.

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

Legal and professional fees decreased by $1.1 million in 2025, or 11%, to $8.6 million. Changes between periods are largely associated with the timing of various projects.

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

Amortization of intangibles increased $2.9 million, or 12%, to $26.8 million during 2025 from $23.9 million in 2024 with the addition of $131.5 million in CDI assets from bank acquisitions. These assets will be amortized using an accelerated amortization method.

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

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

Merger and integration costs were $32.4 million in 2025. There were no merger and integration costs during 2024.

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

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Income Taxes

In 2025, the provision for income taxes totaled $41.6 million, compared to $34.9 million in 2024, an increase of $6.8 million, or 19%. The increase reflects higher pre-tax income in 2025. The effective tax rate for 2025 was 22.3%, compared to 22.4% in 2024.

New federal tax legislation was signed into law on July 4, 2025, which includes a broad range of tax reform provisions, and extends or makes permanent various tax provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act. While the new legislation was significant, it did not have a material impact on the consolidated financial statements as the primary impact was the continuation of tax provisions that were already reflected in the results.

Fourth Quarter Results and Analysis

Net income totaled $34.3 million in the fourth quarter of 2025, a decrease of $2.2 million, or 6%, from the third quarter of 2025, and an increase of $0.2 million, or 1%, compared to the fourth quarter of 2024. Adjusted net income1 totaled $47.7 million, an increase of $2.6 million, or 6%, from the third quarter of 2025, and an increase of $7.2 million, or 18%, compared to the fourth quarter of 2024. Diluted EPS was $0.31 and adjusted diluted EPS12was $0.44 in the fourth quarter of 2025, compared to diluted EPS of $0.42 and adjusted diluted EPS1 of $0.52 in the third quarter of 2025, and compared to diluted EPS of $0.40 and adjusted diluted EPS1 of $0.48 in the fourth quarter of 2024.

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

Net interest income totaled $174.6 million in the fourth quarter of 2025, an increase of $41.2 million, or 31%, from the third quarter of 2025, and an increase of $58.8 million, or 51%, compared to the fourth quarter of 2024. The increase was largely driven by growing loan and securities balances. Accretion on acquired loans was $10.6 million in the fourth quarter of 2025, $9.5 million in the third quarter of 2025, and $11.7 million in the fourth quarter of 2024. Securities income increased $20.7 million, or 58%, from the third quarter of 2025, primarily through the acquisition of VBI. Interest expense on deposits increased $6.9 million, or 16%, from the third quarter of 2025, and increased $2.6 million, or 5%, compared to the fourth quarter of 2024. The increase from the third quarter 2025 reflects higher average balances and the addition of VBI customers.

Net interest margin increased nine basis points to 3.66% in the fourth quarter of 2025 compared to 3.57% in the third quarter of 2025, and increased 27 basis points compared to 3.39% in the fourth quarter of 2024. Excluding the effects of accretion on acquired loans, net interest margin expanded 12 basis points to 3.44% in the fourth quarter of 2025 compared to 3.32% in the third quarter of 2025, and increased 39 basis points compared to 3.05% in the fourth quarter of 2024. Loan yields were 6.02%, an increase of six basis points from the third quarter of 2025, and an increase of nine basis points from the fourth quarter of 2024. Securities yields increased 21 basis points to 4.13%, compared to 3.92% in the third quarter of 2025 and increased 37 basis points compared to 3.77% in the fourth quarter of 2024. The cost of deposits declined 14 basis points to 1.67% in the fourth quarter of 2025 compared to 1.81% in the third quarter of 2025, and declined 41 basis points compared to 2.08% in the fourth quarter of 2024. The cost of funds declined 16 basis points in the fourth quarter of 2025 to 1.80% from the third quarter of 2025, and declined 37 basis points compared to the fourth quarter of 2024.

The provision for credit losses was $29.3 million in the fourth quarter of 2025, compared to $8.4 million in the third quarter of 2025, and $3.7 million in the fourth quarter of 2024. The increase in the fourth quarter of 2025 was largely the result of the acquisition of VBI, which resulted in a day-one loan loss provision of $22.7 million. Allowance coverage of 1.42% increased eight basis points compared to September 30, 2025, with higher coverage levels assigned to acquired VBI loans.

Noninterest income totaled $28.6 million for the fourth quarter of 2025, an increase of $4.8 million, or 20%, when compared to the third quarter of 2025, and an increase of $11.6 million, or 68%, compared to the fourth quarter of 2024. Results for the fourth quarter of 2024 included an $8.0 million loss on the repositioning of a portion of the AFS securities portfolio. Other changes included the following:

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

12Non-GAAP measure, see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and a reconciliation to GAAP.

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•Wealth management income totaled $5.5 million, an increase of $1.0 million, or 21%, from the prior quarter and an increase of $1.5 million, or 38%, from the prior year quarter. Assets under management have grown 37% year over year. The wealth management division has continued to deliver significant growth, adding $549 million in new organic assets under management in 2025.

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

•BOLI income totaled $2.7 million, a decrease of $1.2 million, or 31%, from the prior quarter and an increase of $0.1 million, or 2%, from the prior year quarter. The third quarter of 2025 included death benefit payouts of $1.3 million.

•Other income totaled $7.1 million, an increase of $1.1 million, or 18%, compared to the prior quarter and a decrease of $3.3 million, or 32%, from the prior year quarter. The increase from the prior quarter primarily reflects higher gains on SBIC investments. The decrease from the prior year quarter primarily reflects lower gains on SBIC investments and loan sales.

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

•Salaries and wages totaled $53.9 million, an increase of $7.6 million, or 16%, compared to the prior quarter and an increase of $11.6 million, or 27%, from the prior year quarter. The increase from the prior quarter reflects the continued expansion of the footprint, including the acquisition of VBI, and higher performance driven incentive compensation.

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

•Outsourced data processing costs totaled $11.3 million, an increase of $1.9 million, or 21%, from the prior quarter and an increase of $3.0 million, or 36%, from the prior year quarter. The increases reflect higher transaction volume and growth in customers, including from the acquisition of VBI.

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

•Legal and professional fees totaled $2.1 million, an increase of $0.4 million, or 26%, compared to the prior quarter and a decrease of $0.7 million, or 25%, from the prior year quarter. The increase is largely associated with the timing of various projects.

•Amortization of intangibles increased $4.4 million with the addition of $110.5 million in CDI assets from the VBI acquisition. These assets will be amortized using an accelerated amortization method over approximately 10 years.

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

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

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Outlook

The following performance metrics summarize the Company's current outlook for financial performance for the full year 2026 and the fourth quarter of 2026. These reflect assumptions the Company believes to be reasonable at this time; however, actual results may differ materially due to the factors described under “Item 1A. Risk Factors” and “Forward‑Looking Statements.”

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

•Adjusted efficiency ratio of 53%-55%.

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

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

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

These are non-GAAP measures. See the "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP. Reconciliations of these adjusted outlook measures to the most comparable GAAP measure are not provided due to the difficulty in projecting transactional items included in the metrics without unreasonable efforts. The historical period reconciliations of these non-GAAP measures are indicative of the reconciliations that will be provided for the periods reflected by this outlook.

Our 2026 Outlook reflects assumptions including: 25 basis point cuts in the Federal Funds rate in June and September 2026, the forward curve as of January 2026, a stable economic environment, and the benefit of the securities repositioning executed in January 2026. Adjusted ROTE includes convertible preferred stock and adjusted diluted EPS is calculated treating all preferred shares as common. See “Item 1A. Risk Factors” and “Forward-Looking Statements” for a discussion of potential risks and uncertainties that could materially affect our future performance.

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Explanation of Certain Unaudited Non-GAAP Financial Measures

This report contains financial information determined by methods other than GAAP. The financial highlights provide reconciliations between GAAP and adjusted financial measures including net income, FTE net interest income, noninterest income, noninterest expense, tax adjustments, net interest margin and other financial ratios. Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance. The Company believes the non-GAAP measures enhance investors’ understanding of the Company’s business and performance and if not provided would be requested by the investor community. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might define or calculate these measures differently. The Company provides reconciliations between GAAP and these non-GAAP measures. These disclosures should not be considered an alternative to GAAP.

The following table provides reconciliations between GAAP and adjusted (non-GAAP) financial measures.

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Financial Condition

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

Securities

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

At December 31, 2025, the Company had $5.2 billion in securities AFS, and $586.2 million in HTM securities. The Company's total debt securities portfolio increased $2.9 billion, or 101.0%, from December 31, 2024. Throughout the first half of 2025, the Company made strategic securities purchases to deploy liquidity in advance of the Heartland and VBI acquisitions.

During the year ended December 31, 2025, there were $2.3 billion of debt securities purchased and $0.6 million in paydowns and maturities. Debt securities with a fair value of $19.8 million were sold in 2025, resulting in $1.0 million in realized losses. The Heartland acquisition added $357.9 million in securities, with $245.7 million sold shortly after the acquisition close. The VBI acquisition added $2.5 billion in securities, with $1.5 billion sold shortly after the acquisition close. With the VBI acquisition resulting in higher capital and lower dilution than originally modeled, along with constructive market conditions, in January 2026, the Company repositioned a portion of its AFS securities portfolio. Securities with an average book yield of 1.9% were sold, resulting in a pre-tax loss of approximately $39.5 million impacting first quarter 2026 results. The proceeds of approximately $277 million were reinvested in primarily agency mortgage-backed securities with an average taxable equivalent book yield of 4.8%. During the year ended December 31, 2024, there were $993.9 million of debt securities purchased and $428.0 million in paydowns and maturities. Debt securities with a fair value of $217.0 million were sold in 2024, resulting in $12.0 million in realized losses.

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

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

The credit quality of the Company’s securities holdings is primarily investment grade. U.S. Treasury securities, obligations of U.S. government agencies, and obligations of U.S. government sponsored entities totaled $4.6 billion, or 80%, of the total portfolio at December 31, 2025.

The portfolio includes $131.8 million, with a fair value of $127.4 million, in private label residential mortgage-backed securities and collateralized mortgage obligations with weighted-average credit support of 16%. The collateral underlying these mortgage investments includes both fixed-rate and adjustable-rate residential mortgage loans.

The Company also has invested $423.9 million in floating rate CLOs. CLOs are special purpose vehicles that purchase first lien broadly syndicated corporate loans while providing support to senior tranche investors. As of December 31, 2025, all of the Company's CLOs were in AAA/AA tranches with weighted-average credit support of 38%. The Company utilizes credit models with assumptions of loan level defaults, recoveries, and prepayments to evaluate each security for potential credit losses. The result of this analysis did not indicate expected credit losses.

HTM securities consist solely of mortgage-backed securities and collateralized mortgage obligations guaranteed by U.S. government-sponsored entities, each of which is expected to recover any price depreciation over its holding period as the debt securities move to maturity. The Company has significant liquidity and available borrowing capacity through other sources if needed and has the intent and ability to hold these investments to maturity.

At December 31, 2025, the Company has determined that all debt securities in an unrealized loss position are the result of both broad investment type spreads and the current interest rate environment. Management believes that each investment will recover any price depreciation over its holding period as the debt securities move to maturity, and management has the intent and ability to hold these investments to maturity if necessary. Therefore, at December 31, 2025, no ACL has been recorded.

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

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The following table details the maturity distribution of HTM securities.

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Loan Portfolio

Loans, net of unearned income and excluding the ACL, were $12.6 billion at December 31, 2025, an increase of $2.3 billion, or 22.6%, from December 31, 2024. In 2025, the Company acquired $157.0 million and $1.3 billion in loans from Heartland and VBI, respectively. The Company also grew loans through new originations, reporting 9% organic growth in 2025.

The Company remains committed to sound risk management procedures. Portfolio diversification in terms of asset mix, industry, and loan type has been and continues to be an important element of the Company’s lending strategy. The average loan size is $435 thousand, and the average commercial loan size is $942 thousand at December 31, 2025, reflecting the Company’s longtime focus on granularity and on creating valuable customer relationships. Lending policies contain guardrails that pertain to lending by type of collateral and purpose, along with limits regarding loan concentrations and the principal amount of loans. The Company's exposure to CRE lending remains well below regulatory limits (see “Loan Concentrations”).

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

The amortized cost basis of loans at December 31, 2025, and 2024 included net deferred costs of $46.3 million and $43.9 million, respectively. At December 31, 2025, the remaining fair value adjustments on acquired loans were $150.0 million, or 4.0% of the outstanding acquired loan balances, compared to $128.1 million, or 4.3% of the acquired loan balances at December 31, 2024. The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis.

Construction and land development loans increased $75.9 million, or 11.7%, totaling $723.9 million at December 31, 2025, compared to December 31, 2024. These loans, extended to both commercial and consumer customers, are collateralized by and for the purpose of funding land development and construction projects. Repayment is from the proceeds of the sale, refinancing or permanent financing of the property. In 2025, the Company acquired $7.6 million and $102.1 million in Construction and land development loans from Heartland and VBI, respectively.

CRE owner occupied loans totaled $2.0 billion at December 31, 2025, an increase of $357.0 million, or 21% compared to December 31, 2024. CRE owner occupied loans are extended to commercial customers for the purpose of acquiring or

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refinancing real estate to be occupied by the borrower's business. These loans are collateralized by the subject property, and the repayment of these loans is largely dependent on the performance of the company occupying the property. In 2025, the Company acquired $31.5 million and $93.3 million in CRE owner occupied loans from Heartland and VBI, respectively.

CRE non-owner occupied loans increased $751.2 million, or 21%, totaling $4.3 billion at December 31, 2025, compared to December 31, 2024. Non-owner occupied CRE loans are collateralized by properties where the source of repayment is typically from the sale or lease of the property. Within the non-owner occupied CRE portfolio, the largest segment is retail properties, which totaled approximately $1.4 billion at December 31, 2025, with an average loan size of $2.6 million. This segment targets grocery or credit tenant-anchored shopping plazas, single credit tenant retail buildings, smaller outparcels, and other small retail units. The second-largest segment in the non-owner occupied CRE portfolio is industrial or warehouse properties, which totaled $825.1 million at December 31, 2025, with an average loan size of $3.0 million, reflecting continued demand for logistics, distribution, and manufacturing space. The next largest segment in the non-owner occupied CRE portfolio is multi-family residential properties, which totaled $551.6 million at December 31, 2025, with an average loan size of $3.1 million. This segment consists primarily of stabilized, income-producing apartment properties. Other non-owner occupied CRE include $535.6 million collateralized by office properties, $326.7 million collateralized by hotels or motels, and $651.8 million collateralized by other property types, including restaurants, schools and recreation centers. In 2025, the Company acquired $40.2 million and $361.7 million in CRE non-owner occupied loans from Heartland and VBI, respectively.

Residential real estate loans increased $482.1 million, or 18%, year-over-year to $3.1 billion as of December 31, 2025. Included in the balance as of December 31, 2025 were $1.3 billion of fixed rate mortgages, $1.1 billion of ARMs, and $743.2 million in home equity loans and HELOCs, compared to $1.0 billion, $970.2 million, and $614.7 million, respectively, at December 31, 2024. Substantially all residential mortgage originations have been underwritten to conventional loan agency standards, including loan balances that exceed agency value limitations. The average LTV of our HELOC portfolio is 58% with 35% of the loans being in first lien position at December 31, 2025, compared to an average LTV of 64% with 31% of the portfolio being in the first lien position at December 31, 2024. In 2025, the Company acquired $53.0 million and $365.9 million in Residential real estate loans from Heartland and VBI, respectively.

Commercial and financial loans increased year-over-year by $669.6 million, or 41%, totaling $2.3 billion at December 31, 2025. The purpose of these loans may be to provide working capital, asset acquisition or for other business purposes, and are generally supported by projected cash flows of the business, collateralized by business assets, and/or guaranteed by the business owners. The Company continues to exercise a disciplined approach to lending and is benefiting from the investments made in recent years to attract talent from large regional banks across its markets. This talent is onboarding significant new relationships, resulting in increased loan production. In 2025, the Company acquired $21.1 million and $335.8 million in Commercial and financial loans from Heartland and VBI, respectively.

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

In 2026, the Company expects continued organic loan growth at a rate in the high single digits. Commercial production has continued to grow with the addition of talented bankers in recent years and the expansion of the brand into new markets. In addition, residential mortgage capabilities and opportunities through the acquisition of VBI create flexibility in adding both saleable and portfolio production. The Company's low loan-to-deposit ratio provides significant capacity for growth, while maintaining its disciplined credit strategy.

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

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

Loan Concentrations

The Company has developed guardrails to manage loan types that are most impacted by stressed market conditions to minimize credit risk concentration to capital. Outstanding balances for commercial and CRE loan relationships greater than $10 million totaled $3.5 billion, representing 28% of the total portfolio at December 31, 2025, compared to $2.7 billion, or 26%, at December 31, 2024. The Company’s ten largest commercial and CRE funded and unfunded relationships at December 31, 2025 aggregated to $607.4 million, of which $518.4 million was funded, compared to $547.5 million at December 31, 2024, of which $433.0 million was funded.

Concentrations in construction and land development loans and CRE loans are maintained well below regulatory guidelines. Construction and land development and CRE loan concentrations as a percentage of subsidiary bank total risk-based capital were 34% and 227%, respectively, at December 31, 2025, compared to 38% and 237% as of December 31, 2024. Regulatory guidance suggests limits of 100% and 300%, respectively. On a consolidated basis, construction and land development and CRE loans represent 32% and 216%, respectively, of total consolidated risk-based capital as of December 31, 2025, compared to 36% and 224%, respectively, at December 31, 2024. To determine these ratios, the Company defines CRE in accordance with the Guidance issued by the federal bank regulatory agencies in 2006 (and reinforced in 2015), which defines CRE loans as exposures secured by land development and construction, including 1-4 family residential construction, multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (i.e., loans for which 50 percent or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Loans to REITs and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the Guidance. Loans on owner-occupied CRE are generally excluded. In addition, the Company is subject to a geographic concentration of credit because it primarily operates in Florida.

Nonperforming Loans, TBMs, OREO, and Credit Quality

NPAs at December 31, 2025 totaled $76.3 million, a decrease of $22.6 million, or 23%, compared to 2024, and were comprised of $72.0 million of nonaccrual loans, and $4.3 million of OREO, including $3.4 million of branches taken out of service. As of December 31, 2024, NPAs included nonaccrual loans of $92.4 million and OREO of $6.4 million including $5.5 million of branches taken out of service. Approximately 81% of nonaccrual loans were secured with real estate at December 31, 2025, compared to 69% at December 31, 2024. Nonperforming loans to total loans outstanding at December 31, 2025 decreased to 0.57% from 0.90% at December 31, 2024. NPAs to total assets at December 31, 2025 decreased to 0.37% from 0.65% at December 31, 2024. A significant portion of nonaccrual loans have collateral values well in excess of balances outstanding, and therefore, no loss is expected.

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The tables below set forth details related to nonaccrual loans.

In accordance with regulatory reporting requirements, loans are placed on nonaccrual following the Retail Classification of Loan interagency guidance. The accrual of interest is generally discontinued on loans that become 90 days past due as to principal or interest unless collection of both principal and interest is assured by way of collateralization, guarantees or other security. Consumer loans that become 120 days past due are generally charged off. The loan carrying value is analyzed and any changes are appropriately made quarterly, as described above.

In certain circumstances, the Company provides modifications of loans to borrowers experiencing financial difficulty, which the Company refers to as TBMs. As of December 31, 2025 and December 31, 2024, the Company had TBM loans with an amortized cost of $15.4 million and $11.6 million, respectively. Loans that were modified as TBMs during the twelve months ended December 31, 2025 are included in “Note 4 - Loans”.

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

ACL on Loans

Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and

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supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

Net charge-offs for 2025 were $13.6 million, or 0.12% of average loans, compared to $27.1 million, or 0.27%, for 2024. The ratio of allowance to total loans increased to 1.42% at December 31, 2025 from 1.34% at December 31, 2024, with the increase attributed to higher coverage on acquired VBI loans.

Activity in the ACL is summarized as follows: