INDEPENDENT BANK CORP /MI/ (IBCP) SEC Filings, Mar 6-24, 2026

Independent Bank Corporation said its board has agreed to combine with Highpoint Community Bank in a merger transaction expected to close later in 2026, subject to customary closing conditions, including shareholder and regulatory approvals. The companies plan for Highpoint to become part of Independent upon closing, with all seven Highpoint locations to continue operating and a large majority of staff expected to be retained. Independent intends to file a registration statement on Form S-4 that will include a prospectus for shares to be issued and a proxy statement for an HCB shareholder vote.

The letter stresses that nothing changes for employees immediately and that affected staff unable to transfer will be offered severance; a meeting for employees is scheduled for March 23, 2026.

Independent Bank Corporation and Highpoint Community Bank have agreed to combine in a merger, according to a March 19, 2026 communication. The transaction is expected to close later this year and is subject to customary closing conditions, including shareholder and regulatory approval.

The companies say the merger will make Highpoint part of Independent Bank and provide customers with a broader branch and ATM network, enhanced digital banking tools, extended customer support hours, more lending solutions, and expanded commercial banking expertise. Management emphasizes that local decision-making and community involvement will continue after the transaction.

Independent Bank Corporation has entered into a definitive merger agreement with HCB Financial Corp., the parent of Highpoint Community Bank. The banks plan a core banking system conversion in the fall and intend for Highpoint to operate under the Independent Bank name after shareholder and regulatory approvals. The companies aim to complete approvals and the conversion so the banks are combined by the end of the year, with customers to receive advance communications about account, card, and online changes.

Independent Bank Corporation has entered into a definitive merger agreement to combine with HCB Financial Corp., the parent of Highpoint Community Bank, subject to shareholder and regulatory approvals and completion of a core banking system conversion. Highpoint’s seven branch locations in Hastings, Middleville, Caledonia, Nashville, Wayland, Marshall and Hudsonville will join Independent Bank’s network.

Employees will be integrated in phased steps: assessment, role decisions, and transition beginning on Legal Day One. Most sales roles are expected to transfer; some overlapping supporting and operational roles may be reduced. Impacted employees will be offered transition resources, priority consideration for other roles, and severance or outplacement where applicable.

Independent Bank Corporation will acquire 100% of HCB Financial Corp. The deal values HCB at $70.2 million using a fixed exchange of 1.59 IBC shares plus $17.51 cash per HCB share, a 75% stock / 25% cash mix. Management expects close in early third quarter of 2026, a 148% tangible book valuation, and pro forma accretion of ~6% to 2027 EPS with a 4% tangible book value dilution at closing.

Leadership emphasizes cultural fit, HCB's low-cost core deposits and pristine credit (NPA ratio near 3 bps and zero net charge-offs since 2020), plus a 67% loan-to-deposit ratio offering deployment runway. Modeling assumes $8.8 million one-time merger expenses, a $4.0 million gross credit mark, and $9.2 million pretax loan mark accreted over four years.

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.

Independent Bank Corporation is asking shareholders to vote at its virtual 2026 annual meeting on April 21, 2026. Proposals include electing three directors to terms expiring in 2029 and one director to a term expiring in 2027, ratifying Crowe LLP as auditor for 2026, approving an advisory vote on executive pay, and choosing how often to hold future say‑on‑pay votes. The record date is February 20, 2026, with 20,769,374 common shares outstanding, each entitled to one vote.

The board is classified into three staggered groups and uses a majority voting standard in uncontested elections. Most directors, including the chair, are independent and serve on audit, compensation, and nominating/governance committees. In 2025 the CEO earned total compensation of $1,558,390, with a significant portion tied to performance through annual incentives and long‑term equity awards, and the CEO pay ratio was 24.1 to 1. Cash incentives for 2025 were based on earnings per share, efficiency, asset quality, and deposit growth, producing approximately $8.2 million in total incentive payouts across employees after targets were exceeded on earnings. Long‑term incentives are granted as restricted stock and performance units that vest over three years based on relative total shareholder return and return on average assets.