🔥 What This Document Is

This is a DEF 14A, also called a "Proxy Statement." It's the official notice and information packet for Seacoast Banking Corporation of Florida's 2026 Annual Shareholder Meeting.

• Why it exists: It tells shareholders what will be voted on, provides details about the company's performance and governance, and explains how to cast their votes.
• What to expect: Shareholders will vote on electing directors, a major change to the board's structure, executive pay, and appointing the company's auditor.

👉 Key Meeting Details: The meeting is on May 20, 2026, at 10:00 a.m. Eastern Time at Hutchinson Shores Resort in Jensen Beach, FL. To vote, you must have owned shares by March 25, 2026.

🏢 What The Company Does

In simple terms, Seacoast is a Florida-based community bank focused on building relationships with individuals and businesses.

• Business Model: They make money primarily through traditional banking—taking deposits and making loans (especially commercial and mortgage loans). They also have a wealth management division.
• Industry Context: They operate in Florida's competitive banking market, positioning themselves as a relationship-focused alternative to larger national banks. Their strategy emphasizes growth in high-growth Florida markets.

💰 2025 Financial Highlights

2025 was a strong year, marked by acquisitions and organic growth.

• Profitability: Net income was $144.9 million (up 20%). Adjusted net income was $169.5 million (up 28%).
• Growth: Loans grew 9% organically. Total assets swelled 37% to $20.8 billion after two acquisitions.
• Efficiency & Margins: The net interest margin expanded to 3.58%. Their adjusted efficiency ratio improved to 58%.
• Credit Quality: Maintained strong discipline, with net charge-offs at just 0.12% of loans.
• Capital Strength: They entered 2026 with a rock-solid foundation: a Tier 1 capital ratio of 14.5% and a loan-to-deposit ratio of 78%.

Why it matters: These numbers show a bank that grew significantly while maintaining profitability and very strong capital buffers, which is a key sign of stability and strategic execution.

🚀 Key Moves: Transformative Acquisitions

The big story of 2025 was deploying capital into two strategic purchases:

1. Villages Bancorporation: Added a leading deposit franchise in one of Florida's fastest-growing communities, creating a long-term growth opportunity.
2. Heartland Bancshares: Expanded the bank's footprint in Central Florida, bringing deep local relationships.

Why it matters: These moves aren't just about getting bigger; they're about buying dominant market positions and low-cost funding (deposits) that fuel future, profitable growth.

📦 The Board Governance Overhaul

Shareholders are being asked to approve a major structural change:

• Proposal 2: Declassify the Board. Currently, directors serve staggered 3-year terms. This proposal would change it so all directors are elected annually for 1-year terms.
• Why it's a big deal: This is a strong governance enhancement. It means shareholders get to vote on every director every single year, increasing accountability. To pass, it needs a high bar: 66⅔% of votes cast.

Why it matters: This move aligns Seacoast with modern corporate governance best practices, giving shareholders more direct and frequent control over the board's composition.

👥 Director Nominees & Board Composition

Shareholders will vote to elect five new Class III directors. The board is being refreshed with new skills.

• Nominees: Michael Griffin (real estate), Dennis Hudson (retired chairman), Kathleen Kay (tech/CIO), Alvaro Monserrat (tech strategy), Randolph Moore (legal).
• Board Highlights: The board is 79% independent with an average age of 65. Over half the directors have less than 10 years of tenure, balancing fresh perspectives with experience. The board has five specialized committees (Audit, Compensation, Corporate Development, Risk, and IT).

Why it matters: The new nominees bring expertise in technology, real estate, and law—key areas for a bank executing a growth strategy while managing cyber and operational risks.

💼 Executive Compensation & Performance

The "Say on Pay" (Proposal 3) asks shareholders to approve the pay package for top executives.

• Philosophy: Pay is heavily tied to performance. A large portion is "at-risk," meaning it's earned through annual bonuses and long-term stock awards based on hitting financial and strategic goals.
• 2025 Outcomes: Short-term bonuses were paid out for strong performance on loan growth, profitability, and integrating acquisitions. However, long-term stock awards for 2023-2025 were below target, reflecting the bank's deliberate pullback in growth during the 2023-2024 industry volatility.
• Key Practice: They have a clawback policy to recover pay if misconduct occurs, and executives face stock ownership guidelines.

Why it matters: The pay structure is designed to reward long-term value creation, not short-term risks. The fact that long-term awards were below target shows the compensation system is sensitive to strategic decisions, even conservative ones.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strategic Execution: Successfully integrating 16 past acquisitions, with two major ones in 2025.
• Fortress Balance Sheet: Exceptionally strong capital and liquidity (14.5% Tier 1 capital, 78% loan-to-deposit ratio).
• Florida Focus: Deep market share in high-growth regions.
• Culture: Recognized as a "Best Bank to Work For," helping attract and retain talent.

⚠️ Risks:

• Interest Rate & Economic Environment: Like all banks, Seacoast is vulnerable to rate changes and economic downturns affecting loan quality.
• Integration Risk: Successfully merging new acquisitions without losing customers or cultural cohesion is always a challenge.
• Cybersecurity: A top operational risk for any financial institution, requiring constant investment and vigilance.

🧠 The Analogy

Seacoast is like a skilled homeowner who spent 2025 making major, value-adding renovations. They didn't just fix the roof (strong financials); they bought two adjacent vacant lots (acquisitions) to expand their property's footprint and long-term potential. Now, they're asking the homeowner's association (shareholders) to agree to a new rule making it easier for neighbors to hold them accountable every year (board declassification).

🧩 Final Takeaway

Seacoast is executing a clear "grow-and-strengthen" strategy in Florida, backed by very strong financials. The 2026 proxy centers on locking in this growth through a governance upgrade (declassifying the board) and getting shareholder approval for the leadership team that is driving the plan forward.