[8-K] Seacoast Banking Corp of Florida Reports Material Event

Rhea-AI Filing Summary

Seacoast Banking Corp. of Florida has filed a registration statement on Form S-4 with the SEC in connection with a proposed merger that would combine Villages Bancorporation, Inc. and Citizens First Bank with and into Seacoast and Seacoast National Bank, respectively. The filing includes a proxy statement for Villages Bancorporation and a prospectus for Seacoast; a definitive proxy statement/prospectus has been mailed to Villages shareholders. The company notes that the communication is not an offer or solicitation and urges investors to read the proxy/prospectus and related SEC filings, which are available free at www.sec.gov or by contacting Seacoast Investor Relations at (772) 288-6085. A press release is attached as Exhibit 99.1.

Positive

• Filed a Form S-4 registration statement in connection with the proposed mergers, including a proxy statement and prospectus
• Definitive proxy statement/prospectus mailed to Villages Bancorporation shareholders, advancing the shareholder approval process
• Press release attached as Exhibit 99.1 and related documents are available free via the SEC and Seacoast Investor Relations

Negative

• None.

Insights

Financial Analyst

TL;DR: Seacoast filed a Form S-4 for a proposed merger, providing a proxy/prospectus to shareholders for approval.

The filing of a Form S-4 indicates Seacoast is seeking shareholder approval through a combined proxy statement/prospectus structure for the proposed merger with Villages Bancorporation and Citizens First Bank. The definitive proxy/prospectus has been distributed to Villages shareholders, and Seacoast has made further SEC filings available for review. This is a material disclosure because it triggers proxy solicitation and regulatory disclosure requirements; investors should review the S-4, the attached press release (Exhibit 99.1), and related documents for transaction terms and potential impacts.

M&A Specialist

TL;DR: Formal S-4 registration and mailed proxy/prospectus signal a progressed merger process requiring shareholder votes.

The registration statement on Form S-4, combining proxy and prospectus materials, demonstrates that the parties are progressing toward consummation of the proposed mergers and are engaging in formal proxy solicitation. The filing and mailing of definitive materials are procedural milestones that enable shareholders to evaluate the transaction and vote. The filing references Exhibit 99.1 as a press release; stakeholders should consult the S-4 and prospectus for definitive transaction mechanics, consideration, and disclosures.

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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 (Date of earliest event reported): September 5, 2025

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

Florida			000-13660			59-2260678
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

815 COLORADO AVENUE,

STUART

FL

34994

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (772) 287-4000

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:

☐    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
Common Stock, $0.10 par value			SBCF			Nasdaq Global Select Market

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  ☐

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.  ☐

SEACOAST BANKING CORPORATION OF FLORIDA

Item 8.01. Other Events.

On September 5, 2025, Seacoast Banking Corporation of Florida, a Florida corporation (“Seacoast” or the “Company”), the holding company of Seacoast National Bank ("Seacoast Bank"), issued a press release announcing that Seacoast has received approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency for the previously announced acquisition of Villages Bancorporation, Inc., a Florida corporation ("VBI"), and Citizens First Bank, a Florida state chartered bank and wholly-owned subsidiary of VBI. All required regulatory approvals to complete the transaction have now been received and the transaction is expected to close on or around October 1, 2025, subject to the satisfaction of customary closing conditions, including approval of the shareholders of Villages Bancorporation, Inc.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this reference.

Additional Information

Seacoast has filed a registration statement, as amended, on Form S-4 with the United States Securities and Exchange Commission (the "SEC") in connection with the proposed merger of Villages Bancorporation, Inc. and Citizens First Bank with and into Seacoast and Seacoast National Bank, respectively. The registration statement in connection with the merger includes a proxy statement of Villages Bancorporation, Inc. and a prospectus of Seacoast. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors may obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by Seacoast will be available free of charge by contacting Investor Relations at (772) 288-6085.

Villages Bancorporation, Inc. and Citizens First Bank, their directors, executive officers, other members of management, and employees may be considered participants in the solicitation of proxies in connection with the proposed mergers with and into Seacoast and Seacoast National Bank. Information regarding the participants in the proxy solicitation of Villages Bancorporation, Inc. and a description of its direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC.

Important Information for Investors and Shareholders

Seacoast has filed with the SEC a registration statement, as amended, on Form S-4 containing a proxy statement of Villages Bancorporation, Inc. and a prospectus of Seacoast, and Seacoast will file other documents with respect to the proposed transaction. A definitive proxy statement/prospectus has been mailed to shareholders of Villages Bancorporation, Inc. Investors and shareholders of Seacoast and Villages Bancorporation, Inc. are urged to read the entire proxy statement/prospectus and other documents that have been or will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and shareholders can obtain free copies of the registration statement and proxy statement/prospectus and other documents filed with the SEC by Seacoast through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast’s internet website or by contacting Seacoast.

Villages Bancorporation, Inc., its directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed merger. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Notice Regarding Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of VBI in connection with the merger; the timing to consummate the proposed merger; changes in Seacoast’s share price before closing; the risk that a condition to closing of the proposed merger may not be satisfied; the parties' ability to achieve the synergies and value creation contemplated by the proposed merger; the parties' ability to promptly and effectively integrate the businesses of Seacoast and VBI, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses; the diversion of management time on issues related to the merger; the failure to consummate or any delay in consummating the merger for other reasons; changes in laws or regulations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; the difficulties and risks inherent with entering new markets; other factors that may affect future results of Seacoast and VBI including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve Board, legislative and regulatory actions and reforms and any other changes in general economic conditions. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Seacoast's most recent Form 10-K report, Form 10-Q report and to Seacoast's most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Seacoast and VBI. Actual results may differ from those set forth in the forward-looking statements.

Item 9.01.    Financial Statements and Exhibits.

    (c)     Exhibits

Exhibit No.						Description
99.1						Press release dated September 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

SEACOAST BANKING CORPORATION OF FLORIDA

Dated: September 5, 2025			/s/ Tracey L. Dexter
			Tracey L. Dexter
			Chief Financial Officer

FAQ

What action did Seacoast (SBCF) take regarding the proposed merger?

Seacoast filed a registration statement on Form S-4 with the SEC that includes a proxy statement for Villages Bancorporation and a prospectus for Seacoast.

Has Seacoast mailed transaction materials to shareholders?

Yes; a definitive proxy statement/prospectus has been mailed to shareholders of Villages Bancorporation, Inc.

Where can investors obtain the proxy statement/prospectus and SEC filings?

Documents are available free at the SEC website www.sec.gov and from Seacoast's investor relations; contact (772) 288-6085.

Is this communication an offer to buy or sell securities?

No; the communication explicitly states it does not constitute an offer to sell or solicitation to buy securities or a solicitation of votes.

Is there a press release associated with the filing?

Yes; a copy of the press release is attached to the filing as Exhibit 99.1 and is incorporated by reference into Item 8.01.