Seacoast Banking of Florida (SBCF) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands presence in Central and Highlands County, Florida, securing #1 deposit market share and leveraging Heartland's strong community reputation and core deposit franchise.

• Aligns with a disciplined M&A strategy targeting high-quality, franchise-focused banks in attractive Florida markets.

• Supports growth in a state with robust economic and population trends, enhancing ability to serve diverse markets.

• Heartland’s local expertise and stable growth complement the acquirer’s community banking focus.

Financial terms and conditions

• Transaction valued at $109.7 million, with 50% cash and 50% stock consideration; Heartland shareholders can elect $147.10 cash, 4.9164 shares, or a 50/50 mix, subject to proration and a 15% collar.

• Pricing equates to 1.63x tangible book value and 5.3x 2025 EPS, including expected cost savings.

• Tangible book value dilution of 2.4% at closing, with an earn-back period of 2.25 years.

• Seacoast maintains a well-capitalized balance sheet post-transaction, with estimated closing ratios: ~9.4% TCE/TA, ~14.0% CET1.

Synergies and expected cost savings

• Projected 25% cost savings, with 75% realized in Q4 2025 and a detailed execution plan based on prior success.

• No revenue synergies modeled, but potential to introduce new products and services to Heartland’s customer base.

• Balance sheet repositioning of ~$550 million of Heartland cash and securities into higher-yielding assets.

• Pre-tax merger costs estimated at $12.3 million.