Seacoast Announces the Acquisition of Villages Bancorporation, Inc.

Continues Seacoast’s Successful M&A Strategy, Expanding its Footprint into Attractive Market Known as The Villages

Adds a Unique and Valuable Franchise with a Strong Core Deposit Base and Stable Cost of Funds

Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) (NASDAQ: SBCF), the holding company for Seacoast National Bank (“Seacoast Bank”), announced today that it has signed a definitive agreement to acquire Villages Bancorporation, Inc. (“VBI”), parent company of Citizens First Bank based in The Villages, FL.

The Villages is a unique planned community in Central Florida, with one of the highest population growth rates in the United States. The Villages community is home to approximately 150,000 residents in over 77,000 homes spanning 60,000 acres with more than 6 million square feet of commercial space and a 97% average occupancy rate. VBI is the 11^th largest bank in the state of Florida with $4.1 billion in assets as of March 31, 2025. VBI operates 19 branches with deposits of approximately $3.5 billion and loans of approximately $1.3 billion as of March 31, 2025. As the only community-focused bank deeply integrated into The Villages, VBI has a leading deposit share of over 50% in the Wildwood-The Villages MSA. Following completion of this transaction and the recently announced Heartland Bancshares, Inc. acquisition, Seacoast will have pro forma total assets of $21 billion, total deposits of $17 billion and gross loans of $12 billion, based on financial data as of March 31, 2025.

“VBI serves a thriving and rapidly growing customer base characterized by strong financial stability and consistent demand for tailored financial products. This is a rare partnership opportunity to continue the legacy of high quality service to the Villages community with a shared vision for the many years of growth that lay ahead. We are excited to complement VBI’s strengths with Seacoast’s innovative products and breadth of offerings in this unique market,” said Charles M. Shaffer, Seacoast’s Chairman and CEO. “We believe this partnership is attractive to all stakeholders, with the continuation of a strong service-oriented culture for our associates, an attractive increase in profitability and earnings within a reasonable earnback period for our shareholders, and expanding products and services for our new customers. We are excited to welcome all the Citizens First Bank associates, customers, and communities to the Seacoast franchise.”

“Since its founding in 1992, VBI has been committed to providing the very best banking experience for our customers. Now, in partnership with Seacoast, we are positioned to further accelerate this commitment, creating a best-in-class banking experience supported by a great team of professionals,” said Jay Bartholomew, Chief Executive Officer of VBI. “We are delighted to join with Seacoast Bank, which shares our values and has been serving Florida consumers and businesses for nearly a century.”

The proposed transaction exemplifies Seacoast’s M&A focus on attractive growth markets and high-quality, relationship-supported franchises. Seacoast expects the transaction to be approximately 22% accretive to earnings per share in 2026, with tangible book value dilution earned back in under three years.

Under the terms of the definitive agreement, each share of VBI common stock will be converted at closing into the right to receive (i) $1,000.00 in cash, (ii) 38.5000 shares of Seacoast common stock or (iii) a 25%-75% combination of cash and common stock, at the shareholders’ election. The final election will be subject to a proration mechanism such that 25% of VBI shares of common stock will receive the cash consideration and 75% of VBI shares of common stock will receive the stock consideration. In the event any shareholder or shareholder group would receive more than 9.75% of cumulative outstanding Seacoast common stock as of the closing of the transaction, non-voting convertible preferred stock would be issued in lieu of the excess amount of common shares. Based on Seacoast’s closing price of $24.91 as of May 28, 2025, the aggregate value of merger consideration to be paid by Seacoast would be approximately $710.8 million.

Closing of the transaction is expected in the fourth quarter of 2025, following receipt of approvals from regulatory authorities, the approval of VBI shareholders, and the satisfaction of other customary closing conditions.

Piper Sandler & Co. served as financial advisor and Alston & Bird LLP served as legal counsel to Seacoast. Raymond James & Associates, Inc. rendered a fairness opinion to Seacoast’s Board of Directors. Hovde Group, LLC served as financial advisor and Smith Mackinnon, PA served as legal counsel to VBI