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

Deal rationale and strategic fit

• Acquisition expands presence into The Villages, a high-growth, affluent 55+ community, filling a gap in the Florida footprint and creating a $21B asset franchise.

• VBI holds over 50% deposit share in the Wildwood-The Villages MSA, providing a leading position and scalable platform.

• Strong cultural alignment and customer-centric values are expected to strengthen the relationship-based banking model.

• Right of first refusal and exclusivity provisions protect growth position in key town centers.

• The deal leverages a fortress balance sheet and excess capital for low-risk, accretive growth.

Financial terms and conditions

• Transaction valued at $710.8 million, with 25% cash and 75% stock consideration; each VBI share receives $1,000 in cash or 38.5 Seacoast shares, subject to proration.

• Pro forma ownership: 81% Seacoast, 19% VBI (fully converted), with non-voting preferred stock to keep voting below 9.75%.

• Price/tangible book value per share: 1.61x; price/2026E earnings + cost saves + restructuring: 6.7x.

• One-time merger costs estimated at 7.3% of transaction value.

• No changes to Seacoast's board or executive leadership.

Synergies and expected cost savings

• Cost savings estimated at 27% of VBI's non-interest expense base, with 65% realized in 2026; no branch closures planned.

• Revenue synergies expected from expanded trust, investment management, mortgage, and insurance offerings, with material impact anticipated from 2026 onward.

• Additional product capabilities and redeployment of securities to loans at wider spreads are expected to be additive.

• Integration of Seacoast's wealth and insurance platforms expected to provide further synergies.

• Transaction expected to be 22–24% accretive to EPS in 2026, with tangible book value dilution earned back in under three years.