Independent Bank (IBCP) buys HCB Financial in $70.2M cash-stock merger
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Independent Bank Corporation entered a definitive agreement to acquire HCB Financial Corp. in a cash-and-stock merger valued at approximately $70.2 million. Each HCB shareholder will receive 1.5900 shares of Independent common stock plus $17.51 in cash per share. Based on December 31, 2025 data, the combined bank would have about $6.1 billion in assets, $5.3 billion in deposits, and $4.7 billion in loans, strengthening Independent’s presence between Grand Rapids and Lansing.
The deal is projected to be roughly 6% accretive to Independent’s 2027 earnings per share, with estimated tangible book value dilution of 4% at closing and an earnback period of about 3.4 years. Closing is targeted for early in the third quarter of 2026, subject to regulatory and HCB shareholder approvals. The merger agreement includes a termination date of January 31, 2027 and a termination fee of about $3.25 million payable by HCB in certain circumstances, and one HCB director will join the boards of Independent and Independent Bank.
Positive
- Strategic in-market expansion with attractive financial metrics: The HCB merger adds roughly $590 million in assets, is projected to be about 6% accretive to Independent’s 2027 EPS, and carries limited tangible book value dilution of ~4% with an estimated 3.4-year earnback.
- Strengthened balance sheet profile and capital position: Pro forma projections show a combined organization with approximately $6.1 billion in assets and a CET1 ratio near 11.5%, while gaining HCB’s low-cost deposit base and excess liquidity to support future loan growth.
Negative
- None.
Insights
Independent Bank pursues a mid-sized in-market acquisition with modest EPS accretion and manageable dilution.
The transaction adds roughly $590 million in assets from HCB to Independent’s existing $5.5 billion platform, deepening share in familiar Michigan markets. The structure—1.590 shares of stock plus $17.51 cash per HCB share—yields total consideration near $70.2 million.
Management projects about 6% accretion to 2027 earnings per share, funded partly by cost saves equal to 40% of HCB’s noninterest expense and balance sheet marks that are accreted back over time. Tangible book value dilution is estimated at 4% with an earnback of roughly 3.4 years using the crossover method.
Post-closing, capital is expected to remain solid, with a projected CET1 ratio of about 11.5% and total risk-based capital near 13.5%. Actual results will depend on realizing planned cost synergies, maintaining HCB’s low-cost deposits, and executing integration within the targeted early Q3 2026 closing window.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive office) | (Zip Code) | ||||
Registrant’s telephone number,
including area code:
(616 ) 527-5820
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On March 18, 2026, Independent Bank Corporation (“Independent”) and HCB Financial Corp. (“HCB”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for a business combination of Independent and HCB. The Merger Agreement has been unanimously approved by the respective boards of directors of Independent and HCB.
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, HCB will be merged with and into Independent, with Independent as the surviving corporation (the “Merger”). In addition, Independent intends to consolidate Highpoint Community Bank, HCB’s wholly-owned subsidiary bank, with and into Independent Bank, Independent’s wholly-owned subsidiary bank, with Independent Bank as the surviving institution.
Subject to the terms and conditions of the Merger Agreement, each shareholder of HCB will receive 1.5900 shares of Independent common stock and $17.51 for each share of HCB common stock owned by the shareholder. Independent will pay aggregate Merger consideration of approximately $70.2 million based on the closing price for Independent’s common stock of $33.13 on March 17, 2026. The Merger consideration is subject to adjustment in certain limited circumstances, as set forth in the Merger Agreement.
The Merger Agreement contains customary representations and warranties from each of Independent and HCB with respect to its and its subsidiaries’ businesses. Except for its status as a contractual document that establishes and governs the legal relationship between the parties with respect to the Merger, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement as of specific dates, may be subject to a contractual standard of materiality different from what a shareholder might view as material, may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement, and generally are solely for the benefit of the parties to that agreement.
In addition, the Merger Agreement includes customary covenants, including, among others, covenants by each party relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger, covenants by HCB relating to its obligation to call a meeting of its shareholders to approve the Merger Agreement, and a covenant by HCB, subject to certain exceptions, to recommend that its shareholders approve the Merger Agreement.
Completion of the Merger is subject to certain closing conditions. These include, among others, receipt of the requisite approval of HCB’s shareholders, receipt of required regulatory approvals, and the absence of any law or order prohibiting completion of the Merger.
The Merger Agreement may be terminated under certain conditions, including, among others, if the closing of the Merger has not occurred by January 31, 2027. In addition, prior to obtaining shareholder approval of the Merger, HCB may terminate the Merger Agreement under certain circumstances, including the good faith determination by its board of directors that it has received an unsolicited bona fide “superior proposal,” which remains a superior proposal after any proposed modification of the Merger Agreement, if any, by Independent. The Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, HCB will be obligated to pay Independent a termination fee of approximately $3.25 million.
Pursuant to the terms of the Merger Agreement, following the Merger, Independent will appoint one former director of HCB to Independent’s and Independent Bank’s respective boards of directors.
In connection with the Merger Agreement, each director of HCB, in his or her capacity as a shareholder of HCB, entered into a voting agreement with Independent in which the director agreed to vote all of his or her shares of HCB common stock in favor of the Merger Agreement.
The foregoing summaries of the Merger Agreement and voting agreements are not complete and are qualified in their entirety by reference to the complete text of such documents, which are filed as Exhibits 2.1 and 10.1 to this Form 8-K and which are incorporated in this Item 1.01 by reference in their entirety.
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Item 7.01. Regulation FD Disclosure.
On March 18, 2026, Independent and HCB issued a joint press release announcing the execution of the Merger Agreement. A copy of this press release is furnished with this report as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
Independent has prepared presentation materials containing additional information regarding the Merger (the “Presentation”). The Presentation is included as Exhibit 99.2 to this report. Independent may use the Presentation, possibly with modifications, in presentations to current and potential investors, analysts, business partners, acquisition candidates, customers, employees, and others with an interest in Independent and its business.
Independent will host a conference call to discuss the Merger on Thursday, March 19, 2026 at 9:00 a.m. ET. Anyone interested in accessing the conference call on a live basis will need to register using the following link where they will be provided a phone number and access code: https://register-conf.media-server.com/register/BI262896591142490eb320d53560b7e591. The conference call will be accessible through an audio webcast via the following site/URL: https://edge.media-server.com/mmc/p/bknzf9pn.
The information in Item 7.01 of this report, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
2.1 | Agreement and Plan of Merger between Independent Bank Corporation and HCB Financial Corp. dated March 18, 2026. (The schedules to the Agreement and Plan of Merger have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request.) | ||||
10.1 | Form of Voting Agreement entered into between Independent Bank Corporation and each director of HCB Financial Corp. dated March 18, 2026. | ||||
99.1 | Joint Press Release of Independent Bank Corporation and HCB Financial Corp. dated March 18, 2026. This Exhibit is furnished to, and not filed with, the Commission. | ||||
99.2 | Independent Bank Corporation Merger Presentation dated March 18, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Forward-Looking Statements
This document contains certain forward-looking statements about Independent, such as statements about the expected completion of the proposed Merger. Independent intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Independent and HCB, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the inability to complete the proposed Merger due to the failure to satisfy the various conditions to closing, including failure to obtain the required regulatory and shareholder approvals. Additional information concerning Independent, including additional factors and risks that could materially affect Independent’s financial results, are included in Independent’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed Merger or other matters attributable to Independent or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Independent does not undertake any obligation to update any forward-looking information contained in this document, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed Merger, Independent expects to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of HCB and a preliminary prospectus of Independent, as well as other
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relevant documents concerning the proposed Merger. After the registration statement is declared effective by the SEC, HCB will mail a definitive proxy statement/prospectus to its shareholders. This Current Report on Form 8-K is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Independent may file with the SEC or that HCB may send to its shareholders in connection with the proposed Merger. Shareholders of HCB are urged to carefully read the registration statement and accompanying proxy statement/prospectus regarding the proposed Merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.
Free copies of the proxy statement/prospectus included in the registration statement, as well as other filings containing information about Independent, HCB, and the proposed Merger, may be obtained at the SEC’s website: www.sec.gov. You will also be able to obtain these documents, free of charge, from Independent at www.independentbank.com under the tab “Investor Relations” and then “Financials - SEC Filings.” The information available through Independent’s website is not and shall not be deemed part of this Current Report on Form 8-K or incorporated by reference into other filings Independent makes with the SEC. Alternatively, when available, these documents can be obtained free of charge from Independent upon written request to Independent Bank Corporation, 4200 East Beltline, Grand Rapids, MI 49525, Attention: Investor Relations; or from HCB upon written request to HCB Financial Corp., 150 West Court Street, Hastings, MI 49058, Attention: Amanda Belcher-Currier, CFO. A final proxy statement/prospectus will be mailed to the shareholders of HCB.
Participants in the Solicitation
Under SEC rules, Independent, HCB, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from HCB’s shareholders in favor of the approval of the Merger Agreement. Information about such directors and executive officers of Independent and their direct or indirect interests, by security holdings or otherwise, can be found in Independent’s proxy statement in connection with its 2025 annual meeting of shareholders, as filed with the SEC on March 6, 2025, and other documents subsequently filed by Independent with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Independent’s proxy statement in connection with its 2025 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. Further information regarding the direct or indirect interests of the directors and executive officers of Independent, along with information about the directors and executive officers of HCB and their direct or indirect interests and information regarding the interests of other persons who may be deemed participants in the solicitation, may be obtained by reading the proxy statement/prospectus included in the registration statement regarding the Merger when it becomes available. Free copies of this document may be obtained as described above.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell, the solicitation of an offer to subscribe for or buy, an invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval pursuant to the Merger Agreement or otherwise. There shall not be any offer, solicitation, or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable laws.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INDEPENDENT BANK CORPORATION | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date | March 18, 2026 | By | s/Gavin A. Mohr | |||||||||||
| Gavin A. Mohr, Principal Financial Officer | ||||||||||||||
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Exhibit 99.1
Independent Bank Corporation and HCB Financial Corp. Announce Definitive Merger Agreement
March 18, 2026
GRAND RAPIDS, Mich., and HASTINGS, Mich., March 18, 2026 (GLOBE NEWSWIRE) -- Independent Bank Corporation (NASDAQ: IBCP) (“Independent”), the parent company of Independent Bank, and HCB Financial Corp. (OTCPK: HCBN) (“HCB”), the parent company of Highpoint Community Bank, jointly announced today the execution of a definitive merger agreement under which HCB will merge with Independent in a cash and stock transaction valued at approximately $70.2 million, as detailed below.
The partnership combines two of Michigan’s most people-focused and community-oriented franchises, strategically bolstering Independent’s footprint in the high-growth corridor between Grand Rapids and Lansing. Based on financial data as of December 31, 2025, the combined organization will have approximately $6.1 billion in total assets, $5.3 billion in total deposits, and $4.7 billion in total loans.
Strategic Rationale
This transaction aligns with Independent’s core strategy to provide a superior, high-touch banking experience that out-competes larger regional and national institutions. Key strategic benefits include:
•Market Density: Highpoint’s 7 locations complement Independent’s current 59 branch network, bridging a geographic gap between Independents primary hubs in Grand Rapids and Lansing and planned growth into Southwest Michigan.
•Superior Funding Profile: HCB brings a high-quality, low-cost deposit base with a total cost of deposits of 1.50% and a loan-to-deposit ratio of 67%, providing Independent with significant liquidity to fund future growth.
•Cultural Alignment: Both institutions share a commitment to entrepreneurial, local decision-making and a commitment to prudent underwriting.
•Expanded Capabilities: Highpoint clients will gain access to Independent’s broader suite of product offerings and increased lending limits.
•Low Integration Risk: Similar business models, compatible systems, and manageable relative sizing support a seamless integration process.
“We are thrilled to welcome the Highpoint Community Bank team and customers to Independent Bank,” said Brad Kessel, President and CEO of Independent Bank Corporation. “This partnership is a perfect fit both geographically and culturally. By combining Highpoint’s strong core deposit base and deep community roots with our expanded product set, we are better positioned to serve the families and businesses of Michigan while delivering meaningful value to our shareholders.”
Mark Kolanowski, President and CEO of HCB Financial Corp., added, “Joining forces with Independent Bank represents an exciting new chapter for our organization. We have long respected Independent’s commitment to community banking. This merger strengthens our ability to serve customers with greater lending capacity and enhanced digital capabilities, while keeping our employees part of a Michigan-headquartered team rooted in and committed to our local communities.”
Transaction Details
Under the terms of the definitive merger agreement, at the closing of the transaction, Independent will issue 1.590 shares of its common stock plus $17.51 in cash for each outstanding share of HCB. Based on the closing price of Independent's common stock of $33.13 on March 17, 2026, the transaction would result in aggregate consideration paid to HCB shareholders of approximately $70.2 million.
The transaction is expected to be approximately 6% accretive to Independent’s 2027 earnings per share, assuming fully phased-in synergies. The estimated tangible book value per share dilution of 4% at closing is expected to be earned back in approximately 3.4 years using the crossover method. Independent will maintain a robust capital position post-closing, with a projected CET1 ratio of approximately 11.5%.
One HCB director will join each of the Board of Directors of Independent and the Board of Directors of Independent Bank following completion of the merger, increasing each of the respective boards to 11 members.
The transaction has been unanimously approved by the respective Boards of each organization and is expected to close early in the third quarter of 2026, subject to customary regulatory approvals, the approval of HCB shareholders, and the satisfaction of certain other closing conditions.
Advisors
Keefe, Bruyette & Woods, Inc., A Stifel Company served as financial advisor and Varnum LLP served as legal counsel for Independent Bank Corporation.
Hovde Group, LLC served as financial advisor and Dickinson Wright PLLC served as legal counsel for HCB Financial Corp.
Conference Call / Investor Presentation
Brad Kessel, President and CEO, Gavin Mohr, EVP CFO and Joel Rahn, EVP Commercial Banking of Independent Bank Corporation will be joined by Mark Kolanowski President and CEO of HCB Financial Corp to host a conference call to discuss the strategic and financial implications of the transaction on Thursday, March 19, 2026 at 9:00am ET.
To access via phone, participants will need to register using the following link where they will be provided a phone number and access code: https://register-conf.media-server.com/register/BI262896591142490eb320d53560b7e591
In order to view the webcast and presentation slides, please go to https://edge.media-server.com/mmc/p/bknzf9pn during the time of the call.
About Independent Bank Corporation
Independent Bank Corporation (NASDAQ: IBCP) is a Grand Rapids-based bank holding company with approximately $5.5 billion in assets. Founded in 1864 as First National Bank of Ionia, the company operates 59 locations across Michigan’s Lower Peninsula. Independent offers a full suite of retail and commercial banking, mortgage lending, and investment services designed to empower the communities it serves.
About HCB Financial Corp.
HCB Financial Corp. (OTCPK: HCBN) is the holding company for Highpoint Community Bank, headquartered in Hastings, Michigan. Highpoint serves its communities through 7 branch locations with approximately $590 million in total assets, $532 million in deposits, and $354 million in loans. Since its
founding, Highpoint has been dedicated to relationship-based banking and supporting local economic growth.
Forward Looking Statements
This document contains certain forward-looking statements about Independent and HCB, such as statements about the timing and expected completion of the proposed merger, its expected effects on the combined organization, and the expected accretion to Independent’s earnings per share and expected earn-back period. Independent and HCB intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Independent and HCB, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that the anticipated benefits of the proposed merger will not be realized within the expected time period or at all; the risk that integration of the operations of HCB with Independent will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed merger due to the failure to satisfy the various conditions to closing, including failure to obtain the required regulatory and shareholder approvals; the failure of the proposed merger to close for any other reason; the effect of the announcement of the proposed merger on customer relationships and operating results; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and difficulties associated with achieving future financial results. Additional information concerning Independent, including additional factors and risks that could materially affect Independent’s financial results, are included in Independent’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed merger or other matters attributable to Independent or HCB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, neither Independent nor HCB undertake any obligation to update any forward-looking information contained in this document, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, Independent expects to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of HCB and a preliminary prospectus of Independent, as well as other relevant documents concerning the proposed merger. After the registration statement is declared effective by the SEC, HCB will mail a definitive proxy statement/prospectus to its shareholders. This press release is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Independent may file with the SEC or that HCB may send to its shareholders in connection with the proposed merger. Shareholders of HCB are urged to carefully read the registration statement and accompanying proxy statement/prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.
Free copies of the proxy statement/prospectus included in the registration statement, as well as other filings containing information about Independent, HCB, and the proposed merger, may be obtained at the SEC’s website: www.sec.gov. You will also be able to obtain these documents, free of charge, from Independent at www.independentbank.com under the tab “Investor Relations” and then “Financials - SEC Filings.” The information available through Independent’s website is not and shall not be deemed part of this press release or incorporated by reference into other filings Independent makes with the SEC. Alternatively, when available, these documents can be obtained free of charge from Independent upon written request to Independent Bank Corporation, 4200 East Beltline, Grand Rapids, MI 49525, Attention:
Investor Relations; or from HCB upon written request to HCB Financial Corp., 150 West Court Street, Hastings, MI 49058, Attention: Amanda Belcher-Currier, CFO. A final proxy statement/prospectus will be mailed to the shareholders of HCB.
Participants in the Solicitation
Under SEC rules, Independent, HCB, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from HCB’s shareholders in favor of the approval of the definitive merger agreement. Information about such directors and executive officers of Independent and their direct or indirect interests, by security holdings or otherwise, can be found in Independent’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on March 6, 2026, and other documents subsequently filed by Independent with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Independent’s proxy statement in connection with its 2026 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. Further information regarding the direct or indirect interests of the directors and executive officers of Independent, along with information about the directors and executive officers of HCB and their direct or indirect interests and information regarding the interests of other persons who may be deemed participants in the solicitation, may be obtained by reading the proxy statement/prospectus included in the registration statement regarding the merger when it becomes available. Free copies of this document may be obtained as described above.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell, the solicitation of an offer to subscribe for or buy, an invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval pursuant to the merger agreement or otherwise. There shall not be any offer, solicitation, or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable laws.
Independent Contacts: William B. Kessel, President and CEO, 616.447.3933
Gavin A. Mohr, Chief Financial Officer, 616.447.3929
HCB Contacts: Mark Kolanowski, President and CEO, 269.945.2401
MICHIGAN’S MOST PEOPLE FOCUSED BANK March 18, 2026
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Disclosures 2 Forward Looking Statements This presentation contains certain forward-looking statements about Independent Bank Corporation (“Independent”) and HCB Financial Corp. (“HCB”), such as statements about the timing and expected completion of the proposed merger, its expected effects on the combined organization, and the pro forma impact to Independent. Independent and HCB intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Independent and HCB, are identified by use of the words “pro forma,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that the anticipated benefits of the proposed merger will not be realized within the expected time period or at all; the risk that integration of the operations of HCB with Independent will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed merger due to the failure to satisfy the various conditions to closing, including failure to obtain the required regulatory and shareholder approvals; the failure of the proposed merger to close for any other reason; the effect of the announcement of the proposed merger on customer relationships and operating results; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; difficulties associated with achieving future financial results; and the inaccuracy or failure of any one or more of the assumptions set forth in this presentation. Additional information concerning Independent, including additional factors and risks that could materially affect Independent’s financial results, are included in Independent’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed merger or other matters attributable to Independent or HCB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, neither Independent nor HCB undertake any obligation to update any forward-looking information contained in this document, whether as a result of new information, future events, or otherwise. Additional Information and Where to Find It In connection with the proposed merger, Independent expects to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of HCB and a preliminary prospectus of Independent, as well as other relevant documents concerning the proposed merger. After the registration statement is declared effective by the SEC, HCB will mail a definitive proxy statement/prospectus to its shareholders. This presentation is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Independent may file with the SEC or that HCB may send to its shareholders in connection with the proposed merger. Shareholders of HCB are urged to carefully read the registration statement and accompanying proxy statement/prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Free copies of the proxy statement/prospectus included in the registration statement, as well as other filings containing information about Independent, HCB, and the proposed merger, may be obtained at the SEC’s website: www.sec.gov. You will also be able to obtain these documents, free of charge, from Independent at www.independentbank.com under the tab “Investor Relations” and then “Financials - SEC Filings.” The information available through Independent’s website is not and shall not be deemed part of this presentation or incorporated by reference into other filings Independent makes with the SEC. Alternatively, when available, these documents can be obtained free of charge from Independent upon written request to Independent Bank Corporation, 4200 East Beltline, Grand Rapids, MI 49525, Attention: Investor Relations; or from HCB upon written request to HCB Financial Corp., 150 West Court Street, Hastings, MI 49058, Attention: Amanda Belcher-Currier, CFO. A final proxy statement/prospectus will be mailed to the shareholders of HCB. Participants in the Solicitation Under SEC rules, Independent, HCB, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from HCB’s shareholders in favor of the approval of the definitive merger agreement. Information about such directors and executive officers of Independent and their direct or indirect interests, by security holdings or otherwise, can be found in Independent’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on March 6, 2026, and other documents subsequently filed by Independent with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Independent’s proxy statement in connection with its 2026 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. Further information regarding the direct or indirect interests of the directors and executive officers of Independent, along with information about the directors and executive officers of HCB and their direct or indirect interests and information regarding the interests of other persons who may be deemed participants in the solicitation, may be obtained by reading the proxy statement/prospectus included in the registration statement regarding the merger when it becomes available. Free copies of this document may be obtained as described above. No Offer or Solicitation This presentation is not intended to and does not constitute an offer to sell, the solicitation of an offer to subscribe for or buy, an invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval pursuant to the merger agreement or otherwise. There shall not be any offer, solicitation, or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable laws.
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Michigan’s Most People Focused Bank Independent Bank Corporation (IBCP) + HCB Financial Corp. (HCBN) Source: S&P Capital IQ Pro and FactSet. Financial data as of, or for the three months ended, 12/31/25 unless otherwise noted. (1) Pro forma impact is presented for illustrative purposes only and is subject to change based on final purchase accounting entries. EPS accretion illustrated assuming no standalone share buybacks and excludes any restructuring charges. (2) The tangible book value per share (“TBVPS”) earnback is calculated using the crossover method. IBCP (59) HCBN (7) 3 Detroit Grand Rapids Lansing Traverse City Kalamazoo Bay City Saginaw Pro Forma Impact(1) Strategic Fit Operational Alignment Low Integration Risk ✓ Fortifies Scale in Attractive Michigan Markets Strategic partnership with a high-quality community bank (~$600M in assets) that bolsters IBCP’s existing footprint between Grand Rapids and Lansing ✓ Supports IBCP’s Strategy to “Out-Local” the Competition Local bankers will continue to serve Highpoint’s long-standing clients with an enhanced product suite and broader lending capabilities ✓ Low-Cost Funding Base With Excess Liquidity Highpoint’s deposit cost of 1.50% and low loan-to-deposit ratio of 67% provide flexibility to further scale relationships across the combined footprint ✓ Shared Cultural & Credit Philosophies Both organizations operate under a high-touch model that prioritizes local relationships and a commitment to sound credit quality ✓ Aligned Go-to-Market Approach Entrepreneurial cultures that empower local teams with the autonomy to drive client engagement while maintaining accountability ✓ Minimized Risk Manageable asset size, shared operating philosophies, mutual familiarity and strong credit quality across multiple cycles ✓ Thorough Due Diligence Comprehensive review of loan and deposit portfolios, key personnel and financial outlook ~6% 2027E EPS Accretion(1) ~4% TBVPS Dilution ~3.4 Yrs TBVPS Earnback(2) ~11.5% CET1 Ratio at Closing ~13.5% TRBC Ratio at Closing
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 4Overview of HCB Financial Corp. A High-Quality Community Bank with Excess Liquidity, Low-Cost Deposit Base & Strong Credit Key Financial Highlights(1) Source: S&P Capital IQ Pro. Data as of, or for the twelve months ended, 12/31/25 unless otherwise noted. (1) Represents bank-level data. (2) Including loans 90+ days past due and still accruing. Loan & Deposit Composition(1) CLD 1% Resi. 31% OO CRE 19% NOO CRE 28% Multifam. 3% C&I 4% Consumer 2% Other 12% NIB 20% MMDA + Savings 65% CDs <$100k 6% CDs $100k+ 9%$354M $532M 1.50% Q4 Cost of Total Deposits 5.44% Q4 Loan Yield 20% NIB Deposits Founded: 1886 HQ: Hastings, MI OTCPK Listed: HCBN HCBN: 7 Profitability 1.01% ROAA 3.44% FTE NIM 64% Efficiency 14% Fee Income % Balance Sheet $590M Assets $354M Loans HFI $532M Deposits 67% Loans / Deposits Capital & Credit Quality 15.2% CET1 0.03% NPAs / Assets(2) 0.00% 5-Yr NCOs 218% CRE / TRBC
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 5Attractive Michigan Markets Enhancing IBCP’s Existing Footprint In Central Michigan Source: S&P Capital IQ Pro. Deposit data per FDIC summary of deposits as of 6/30/25. Market rankings are pro forma for pending or recently completed acquisitions. Barry County Calhoun County Allegan County 3 HCB Branches $476M Deposits 1st Market Rank $90k Median HHI 9.6% ‘26 – ‘31 HHI Δ Kent County Ottawa County 1 HCB Branch $66M Deposits 5th Market Rank $64k Median HHI 6.4% ‘26 – ‘31 HHI Δ 1 HCB Branch $38M Deposits 6th Market Rank $87k Median HHI 9.6% ‘26 – ‘31 HHI Δ 1 HCB Branch $25M Deposits 23rd Market Rank $89k Median HHI 12.0% ‘26 – ‘31 HHI Δ 1 New HCB Branch Opening In Q1 2026
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 6Low-Cost Core Deposits & Strong Credit Quality Source: S&P Capital IQ Pro. Represents annual data. Note: Highpoint data represents bank-level financials. (1) Represents Michigan Banks aggregate as compiled by S&P Capital IQ Pro. 1.40% 2.00% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Highpoint Michigan Banks Cost of Total Deposits Net Chargeoffs / Average Loans Highpoint’s deposit costs consistently below peers across multiple cycles Highpoint’s cumulative net chargeoffs since 2015 are 0.33% versus peers at 0.87% with no net chargeoffs since 2020 (1) NPAs + 90 / Assets 0.11% 0.00% 0.26% 0.06% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Highpoint Michigan Banks 1.31% 0.03% 2.50% 0.80% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Highpoint Michigan Banks (1) (1) ~75 basis point average differential versus peers since 2015
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 CLD 6% Resi. 35% OO CRE 15% NOO CRE 15% Multifam. 3% C&I 13% Consumer 12% Other 1% CLD 6% Resi. 35% OO CRE 15% NOO CRE 15% Multifam. 3% C&I 14% Consumer 12% Other 0% CLD 1% Resi. 31% OO CRE 19% NOO CRE 28% Multifam. 3% C&I 4% Consumer 2% Other 12% NIB 22% Other IB 10% MMDA + Savings 51% CDs <$100k 6% CDs $100k+ 11% NIB 20% MMDA + Savings 65% CDs <$100k 6% CDs $100k+ 9% NIB 22% Other IB 9% MMDA + Savings 53% CDs <$100k 6% CDs $100k+ 10% $4.3B $0.4B $4.7B $4.8B $0.5B $5.3B Yield on Loans: 5.67% Cost of Deposits: 1.67% Loans / Dep.: 89% Pro Forma Loan and Deposit Composition Source: S&P Capital IQ Pro. Data as of, or for the three months ended, 12/31/25. Note: Financial data per bank regulatory filings; excludes purchase accounting. Cost of Deposits: 1.50% Loans / Dep.: 67% Cost of Deposits: 1.66% Loans / Dep.: 87% Yield on Loans: 5.44% Yield on Loans: 5.66% L o a n C o m p o s it io n D e p o s it C o m p o s it io n 7
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Key Transaction Terms (1) Based on IBCP’s closing price of $33.13 on 3/17/26. Assumes no adjustment to merger consideration. See definitive merger agreement for limited adjustment scenarios. Per the terms of the definitive agreement, the shares issued to the ESOP will be repurchased 2 days after closing, currently calculated as approximately $4M, resulting in the ESOP receiving 100% cash consideration. (2) Based on 1,000,000 HCBN shares outstanding, inclusive of 75,111 ESOP shares. (3) Pay-to-trade defined as the transaction Price / TBVPS multiple divided by IBCP’s standalone Price / TBVPS multiple. 8 ▪ Aggregate transaction value of approximately $70.2 million(1)(2) ▪ Fixed exchange ratio of 1.590 IBCP shares plus $17.51 in cash for each HCBN share outstanding; equates to $70.19 per share of HCBN stock(1) ▪ Implied consideration mix of approximately 75% stock / 25% cash(1)(2) Structure & Consideration ▪ Price / 12/31/25 TBVPS: 148% / Pay-to-trade: 103%(3) ▪ Price / 2025 GAAP EPS: 11.5x ▪ Price / 2027E GAAP EPS + Fully Phased-In Synergies: 6.6x Valuation(1) ▪ ~93% IBCP / ~7% HCBNOwnership ▪ One HCBN director to join IBCP and Independent Bank Boards following closingBoard Timing & Approvals ▪ Targeted closing date in early third quarter of 2026 ▪ Customary regulatory approvals and closing conditions ▪ Approval of HCBN shareholders 8
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Key Transaction Assumptions 9 ▪ IBCP projections based on mean Wall Street consensus net income estimates ▪ HCBN projections based on IBCP management’s estimates following comprehensive due diligence Earnings ▪ Cost saves equal to 40.0% of HCBN’s noninterest expense (50% phased in 2026; 100% in 2027) ▪ Revenue synergies were identified, but not included Cost Savings ▪ One-time, pre-tax merger expenses of $8.8 million, fully realized in pro forma tangible book value estimate at closing Transaction Costs ▪ Gross credit mark of $4.0 million, or 1.1% of HCBN’s MRQ loans held for investment (1.0x 12/31 ACL) o Utilizes early adoption of FASB’s new standard for purchased assets, resulting in no accretable credit mark Loan Credit Mark ▪ $9.2 million pre-tax loan interest rate write-down, accreted over 4 years using straight-line methodology Loan Interest Rate Mark ▪ Core deposit intangible of 2.50% of non-time deposits, amortized sum-of-years digits over 10 yearsIntangibles ▪ Unrealized AFS securities portfolio loss of $1.1 million after-tax, accreted over 3 years using straight-line methodology ▪ Fixed asset write-up of $2.4 million pre-tax, amortized over 25 years using straight-line methodology ▪ Modeled as 6/30/26 closing date Other 9
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Key Takeaways 10 ✓ Enhances scale within existing geographic footprint ✓ Attractive financial returns with strong EPS accretion given transaction size and digestible tangible book value earnback ✓ Strong capital and liquidity position at closing ✓ Clean credit profile across multiple cycles ✓ Opportunity to deploy Highpoint’s excess liquidity through IBCP’s strong loan pipeline ✓ Detailed and robust due diligence process ✓ Shared values – culture, leadership & strategic familiarity ✓ Lower risk, “backyard” transaction benefitting from a successful and prudent integration track record 10
Appendix 11
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Pro Forma Earnings Per Share Reconciliation 12 12 $ millions EPS Reconciliation Build 2027E IBCP full year net income consensus mean estimate $76.0 HCBN net income 5.4 After-tax transaction adjustments Cost savings $5.1 Opportunity cost of cash (0.8) Accretion of fair value marks (loans and securities) 2.1 Intangibles amortization (1.5) Fixed asset amortization (0.1) IBCP pro forma net income $86.3 IBCP weighted average diluted shares outstanding 20.8 Shares issued to HCBN, net of ESOP cashout 1.5 Pro forma weighted average diluted shares outstanding 22.3 Pro forma earnings per share $3.87 IBCP standalone EPS $3.65 $ - EPS Accretion to IBCP $0.22 % - EPS Accretion to IBCP 6.1% (1) (1) Estimated fair value marks accreted back through earnings based on the estimated expected lives of individual assets.
187 31 44 211 212 214 138 192 197 90 166 173 23 42 83 112 18 27 123 136 133 67 129 135 Purchase Accounting Summary 13 13 Goodwill & Other Intangible Asset Recognition $ millions Aggregate merger consideration $70 Standalone HCBN tangible book value at close 49 (-) Net Impact of fair value adjustments (5) Adjusted tangible book value at closing $44 Excess over adjusted tangible book value $26 (-) Core deposit intangible created (11) (+) DTL on intangibles created 3 Goodwill created $18 Goodwill & intangibles created $29 Note: Pro forma metrics projected to closing based on financial data as of December 31, 2025; Market data as of 3/17/26. (1) Tangible book value per share is defined as total shareholders' equity less goodwill and other intangible assets divided by end of period shares outstanding. (2) Based on assumptions as of announcement date; Subject to change at transaction closing. Basic Shares Tangible Book Value Per Share Impact $ millions (millions) $ Per Share IBCP tangible book value per share as of 12/31/25 $474 20.5 $23.05 (+) two quarters of consensus earnings prior to close 36 (-) two quarters of consensus dividends prior to close (12) (+) amortization of existing intangibles 0 IBCP standalone tangible book value per share at close $499 20.5 $24.26 Pro Forma Merger Adjustments (+) Stock issued to common $53 1.6 (-) Goodwill & intangibles created (29) (-) After-tax restructuring expenses (7) (-) ESOP cashout (4) (0.1) IBCP pro forma tangible book value per share at close $512 22.0 $23.24 ($) dilution to IBCP ($1.02) (%) dilution to IBCP (4.2%) (1) (2)
FAQ
What merger did Independent Bank Corporation (IBCP) announce in this 8-K?
Independent Bank Corporation announced a definitive agreement to acquire HCB Financial Corp. in a cash-and-stock merger valued at approximately $70.2 million. HCB’s subsidiary Highpoint Community Bank will be combined with Independent Bank, expanding Independent’s Michigan community banking footprint and enhancing scale in attractive local markets.
What will HCB Financial Corp. shareholders receive in the Independent Bank (IBCP) merger?
Each HCB shareholder will receive 1.5900 shares of Independent common stock plus $17.51 in cash for every HCB share. Based on Independent’s $33.13 share price on March 17, 2026, this implies total consideration of about $70.2 million for HCB equity holders.
How will the HCB acquisition affect Independent Bank’s earnings and book value?
Independent projects the HCB acquisition will be roughly 6% accretive to its 2027 earnings per share once synergies are fully realized. Tangible book value per share is expected to decline about 4% at closing, with that dilution earned back over roughly 3.4 years using the crossover method.
What is the pro forma size of Independent Bank after acquiring HCB Financial Corp.?
Using December 31, 2025 data, the combined company is expected to have around $6.1 billion in total assets, $5.3 billion in total deposits, and $4.7 billion in total loans. This scale expansion concentrates in Michigan’s corridor between Grand Rapids and Lansing.
When is the Independent Bank–HCB merger expected to close, and what approvals are needed?
The transaction is targeted to close in the early third quarter of 2026. Completion requires approval from HCB shareholders, receipt of customary regulatory approvals, and satisfaction of other closing conditions. The merger agreement can terminate if closing has not occurred by January 31, 2027.
Is there a termination fee associated with the Independent Bank and HCB merger?
Yes. Under certain circumstances, including specified superior proposal scenarios, HCB would owe Independent a termination fee of approximately $3.25 million. This fee is designed to compensate Independent if the merger agreement ends under those defined conditions before shareholder approval and closing.
How will governance change at Independent Bank after the HCB acquisition?
Following the merger, one HCB director will join both the Board of Directors of Independent Bank Corporation and the Board of Directors of Independent Bank. This will increase each board to 11 members and provide representation from the acquired institution.
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