DEF 14A of Seacoast Banking Corp Of Florida, Apr 10, 2026

DEF 14A of Seacoast Banking Corp Of Florida

Filed Apr 10, 2026 · FY20250001628280-26-024690

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | Visual Representation of the Information Provided in the Pay Versus Performance Table | 48 | | PROPOSAL 1 ELECTION OF DIRECTORS | 50 | | General | 50 | | Manner for Voting Proxies | 51 | | Nominees for Election at the Annual Meeting | 51 | | Director Terms Extended Beyond the Annual Meeting | 54 | | Director Compensation | 59 | | Non-Employee Director Compensation Structure | 59 | | Lead Independent Director Compensation | 59 | | Director Stock Ownership Policy | 60 | | 2025 Director Compensation Table | 60 | | Stock Awards and Options Granted to Directors in 2025 | 61 | | Directors’ Deferred Compensation Plan | 61 | | PROPOSAL 2 APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA TO DECLASSIFY THE BOARD | 62 | | PROPOSAL 3 ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS | 63 | | PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | 64 | | Relationship with Independent Registered Public Accounting Firm | 64 | | Independent Registered Public Accounting Firm’s Fees | 64 | | Pre-Approval Policy | 64 | | OTHER INFORMATION | 65 | | Certain Transactions and Business Relationships | 65 | | Related Party Transactions | 65 | | OTHER MATTERS | 67 | | Principal Offices | 67 | | Availability of Form 10-K | 67 | | Solicitation of Proxies; Expenses | 67 | | Notice of Business to Come Before the Meeting | 67 | | SHAREHOLDER PROPOSALS FOR 2027 | 67 | | Shareholder Proposals for Inclusion in 2027 Proxy Statement | 67 | | Shareholder Proposals for Presentation at 2027 Annual Meeting | 67 | | ADDITIONAL VOTING INFORMATION | 68 | | Voting at Annual Meeting | 68 | | Record Date | 68 | | Forms of Ownership of Shares | 68 | | Street Name Holders | 69 | | Revocation of Proxies | 69 | | Quorum and Required Vote | 69 | | Multiple Shareholders Sharing the Same Address | 70 | | APPENDIX A INFORMATION REGARDING NON-GAAP FINANCIAL MEASUREMENTS | 71 | | APPENDIX B ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA | 73 |

  2. Well-balanced Tenure

    (18) According to a Form 13F filed by Wellington Management Group LLP on February 17, 2026 with the SEC, with respect to Seacoast common stock beneficially owned as of December 31, 2025, has shared voting power with respect to 3,353,932 shares of Seacoast common stock. According to its Schedule 13G/A filed on November 12, 2025 with the SEC, each, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings, LLP, is a parent holding company and that the shares of common stock listed on the Schedule 13G/A is owned on behalf of various clients of one or more investment advisory subsidiaries directly or indirectly owned by Wellington Capital Group LLC and subject to the investment advice of one or more investment advisors of Wellington Investment Advisors Holdings LLP. In addition, Wellington reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and no one person is known to have more than 5% of Seacoast common stock. The address of Wellington is 280 Congress Street, Boston, MA 02210. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of the Company’s common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, executive officers and persons beneficially owning more than 10% of the Company’s common stock are required to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of such reports and written representations from the reporting persons, the Company believes that, during and with respect to fiscal year 2025, all filing requirements applicable to its directors, executive officers and beneficial owners of more than 10% of its common stock were complied with in a timely manner. SEACOAST BANKING CORPORATION OF FLORIDA18 PROXY STATEMENT 2026 A Letter From Our Compensation and Governance Committee Chair Dear Fellow Shareholders, On behalf of the Compensation and Governance Committee (the “Committee”) and the Board of Directors of Seacoast Banking Corporation of Florida, I am pleased to present our Compensation Discussion & Analysis. This section of our Proxy Statement explains how our executive compensation program is designed to align pay outcomes with Company performance and long‑term shareholder value creation. 2025 Performance and Shareholder Outcomes 2025 was a year of strong execution and substantial progress. Our management team successfully completed two strategically important acquisitions that meaningfully increased the franchise value of the Company and were accretive to the Company’s profitability, all while delivering industry‑leading growth in loans and wealth division assets under management. These actions contributed to adjusted net income of $169.5 million, or $1.84 per diluted share, and strengthened the Company’s earnings power and long‑term positioning. Importantly, shareholders benefited from these results. One‑year total shareholder return significantly outperformed both our peer group and the broader market, reflecting confidence in Seacoast’s strategy, execution, and future prospects as reflected in improved earnings expectations and top quartile valuation. Pay-for-Performance Alignment Our compensation philosophy is straightforward: executive pay should reflect performance, risk discipline, and shareholder experience over time. The Committee believes 2025 compensation outcomes demonstrate this alignment. Given strong operational and financial results, the Company’s 2025 Short‑Term Incentive Plan paid above target, resulting in payouts of 150% of target for our Named Executive Officers. This outcome was driven by strong earnings, return on assets, and loan growth, as well as the disciplined and successful execution of the Heartland Bancshares, Inc. and Villages Bancorporation, Inc. acquisitions. Throughout the year, management also maintained a strong risk management culture, which remains a core expectation of performance. At the same time, our long‑term incentive outcomes reflect a balanced and objective assessment of performance across economic cycles. Performance‑based share awards for the 2023–2025 period, which were tied to Relative Average Annual EPS Growth and Average Annual Return on Average Tangible Equity, were earned below target, resulting in payouts at 57% of target. This outcome reflects relative performance over the full three‑year period and demonstrates that compensation is not insulated from longer‑term shareholder returns. During 2023 and 2024, management and the Committee made deliberate decisions to moderate growth and preserve capital amid heightened credit and economic uncertainty. While these actions constrained near‑term returns relative to some peers, they positioned the Company to deploy capital into highly accretive opportunities. That capital discipline enabled the successful execution of the Heartland and Villages acquisitions in 2025, which the Committee believes materially enhanced long‑term shareholder value. Shareholder Engagement and Program Enhancements At our May 2025 annual meeting, approximately 61% of votes cast supported our advisory Say‑on‑Pay proposal, a decline from prior years. The Committee took this outcome seriously, and shareholders representing a significant portion of our outstanding shares were directly engaged with to better understand their perspectives. Through this outreach, shareholders emphasized the importance of clear pay‑for‑performance alignment, incentive plan design, and transparent disclosure. In response, the Committee conducted a thorough review of the Company's executive compensation programs and related disclosures, and made responsive enhancements. SEACOAST BANKING CORPORATION OF FLORIDA19 PROXY STATEMENT 2026 With guidance from our new independent compensation consultant, we expanded our explanation of how performance goals are set and evaluated, disclosed threshold, target, and maximum levels for annual incentive metrics and weightings, and enhanced transparency around our long‑term incentive plan design, performance metrics, payout scales, and results for completed cycles. We also enhanced disclosure regarding our compensation governance practices, including clarifying the operation of our clawback policy. The Committee believes these enhancements directly address shareholder feedback and reinforce our commitment to sound compensation governance. Looking Ahead The Committee remains focused on maintaining a compensation program that supports Seacoast’s strategy, promotes prudent risk management, attracts and retains strong leadership, and aligns executive compensation with sustainable performance and shareholder returns. We will continue to engage with shareholders and thoughtfully consider their input as we evolve our compensation programs over time. We appreciate our shareholders' engagement and thank you for your continued support of Seacoast. Sincerely, Maryann Goebel Chair, Compensation and Governance Committee Seacoast Banking Corporation of Florida COMPENSATION AND GOVERNANCE COMMITTEE REPORT The Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation and Governance Committee recommended to the board of directors, and the board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement. This report shall not be deemed to be “soliciting material” or to

  3. Well-balanced Tenure

    | What We Heard | Our Board’s Actions and Ongoing Practices | | Enhance transparency into executive compensation decisions, performance targets and actual results (STI and LTI) | •Expanded disclosure of the Committee’s performance assessment process •Disclosed threshold, target and maximum STI goals and weightings, along with actual results and qualitative determinations •Enhanced disclosure of PSU design, performance metrics, payout scales and results for completed cycles | | Increase focus on performance metrics that drive shareholder returns and align with Seacoast’s strategic priorities | •Confirmed continued use of PSU metrics aligned with shareholder value creation •Reviewed peer compensation practices and confirmed that our executive compensation program places a greater emphasis on performance-based variable pay than our peer group with PSUs representing 75% of LTI •Added organic loan and deposit growth metrics to the 2025 STI program | | Align compensation programs with strategic focus on acquisition initiatives and related strategic priorities | •Incorporated transaction-related strategic objectives into qualitative STI goals to reflect integration milestones and synergies •Re-assessed forward-looking incentive metrics to align with the Company’s expanded scale and strategic focus | | Continue to emphasize stock ownership by management and directors | •Emphasize stock compensation with PSUs and RSAs granted under the LTI plan to executive officers for achievement of performance objectives •All of our directors are paid a stock retainer; some also defer a portion or all of their cash compensation into our director deferred compensation plan •Our executive officers and directors are also subject to our stock ownership guidelines, which require them to retain a minimum number of shares of our stock •Our corporate governance guidelines were updated to require that directors own Seacoast stock equal in value to a minimum of five times their base annual cash retainer within five years of joining the Board. Our prior guidelines required a minimum stock holding of three times the annual base retainer was required for each director within four years of joining the Board | | Reduce Board age and tenure and the risk of entrenchment | •In 2026, our Board appointed three new directors, Michael Griffin, Kathy Kay and Randolph A. Moore, III, further enforcing its commitment to a balanced mix of new directors with fresh perspectives and, for continuity, seasoned, experienced directors with deep knowledge of the Company and its markets. Although our Board does not have a mandatory retirement requirement, it actively uses board evaluations and succession planning and will continue to refresh the board over time. | | Declassify Board | •At this year's annual meeting, and subject to shareholder approval of Proposal 2 in this proxy statement, we will begin phasing in annual elections for our directors. Based on shareholder feedback, the Board agreed that this change would strengthen our corporate governance |

  4. Well-balanced Tenure

    We remain committed to ongoing dialogue with shareholders and to maintaining a compensation program that reflects responsible practices, transparency, and long-term alignment with the interests of our shareholders. SEACOAST BANKING CORPORATION OF FLORIDA22 PROXY STATEMENT 2026 Named Executive Officers Age: 52 | Tenure: 28 Years CHARLES M. SHAFFER Chairman and CEO SELECT PRIOR EXPERIENCE: •CEO and Director of Seacoast and Bank since January 2021 •President of Seacoast since June 2020 •Held various executive roles of Seacoast and the Bank including Chief Financial Officer, Chief Operating Officer, Community Banking Executive, and Controller from 2005 to 2020 •Over 25 years of diverse financial services experience OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Board Member, Mid-size Bank Coalition of America •Board Member, Florida Bankers Association •Board Member, United Way of Martin County •Board Member, Armellini Express Lines •MBA, University of Central Florida •B.S., Florida State University •B.A., Florida Atlantic University •University of Pennsylvania Wharton School of Business Advanced Management Program Age: 52 | Tenure: 9 Years TRACEY L. DEXTER Executive Vice President Chief Financial Officer SELECT PRIOR EXPERIENCE: •SVP and Controller at Seacoast from January 2017 to June 2020 •Senior Manager, Banking and Capital Markets Practice of PricewaterhouseCoopers •Held various positions in audit and advisory roles •Over 20 years of accounting and audit experience OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Former Series-7 Registered Financial Advisor •Board Member, Hibiscus Children’s Center •B.S., Florida State University •B.A., Florida Atlantic University Age: 64 | Tenure: 9 Years JOSEPH M. FORLENZA Executive Vice President Chief Risk Officer SELECT PRIOR EXPERIENCE: •EVP and Chief Audit Executive of Seacoast and Bank from January 2017 to April 2019 •Managing Director and Chief Audit Executive of Treasury/ Commercial Lending with GE Capital from 2015 to 2017 •Served numerous roles, including Chief Audit Executive for broker-dealer and Audit Director covering capital markets, banking and risk management functions for over 20 years at Citigroup •Various audit and consulting in financial services positions with Coopers & Lybrand •Over 40 years of financial services, risk management, treasury, valuation, and internal audit experience OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in New York •Member of the Risk Management Association •Board Member and Treasurer, The Falls Homeowner Association •B.S., Pace University Age: 55 | Tenure: 11 Years JULIETTE P. KLEFFEL Executive Vice President Chief Operating Officer SELECT PRIOR EXPERIENCE: •EVP and Chief Banking Officer at Seacoast from July 2020 to December 2023 •Served in several roles, including EVP of Small Business Banking, Community Banking Executive and Central Orlando Market President at Seacoast from October 2014 to January 2020 •Held various positions managing Government Lending/ SBA, Treasury Sales, Marketing, as well as Commercial Lending with BankFIRST from November 2000 to October 2014 until the merger into Seacoast •Over 25 years of retail and business banking experience in the Orlando market OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Executive Board Member, Edgewood Children’s Ranch and Endowment boards •Executive Board Member/Chairman and Finance Committee member, Central Florida YMCA •Lifetime Director, West Orange County Chamber of Commerce •Former Executive Director, National Entrepreneur Center, The Gardens at DePugh Nursing Home and Garden Theatre •Certified Lender Business Banker •The Stonier Graduate School of Banking Age: 48 | Tenure: 5 Years AUSTEN D. CARROLL Executive Vice President Chief Lending Officer SELECT PRIOR EXPERIENCE: •Chief Banking Officer with Ameris Bank from December 2018 to July 2020 •Served as Regional and Market Presidents with Ameris Bank between 2008 and 2018 •Held various positions managing credit and special assets with Darby Bank from 2004 to 2008 •Over 25 years of commercial and business banking experience in the Southeastern region of the U.S. OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Louisiana State University Graduate School of Banking •B.S., Valdosta State University SEACOAST BANKING CORPORATION OF FLORIDA23 PROXY STATEMENT 2026 Company Performance and Key Accomplishments in 2025 Our 2025 results reflect Seacoast's strong performance and building momentum. During the year, we added scale through two strategic acquisitions that brought attractive funding with leading market share, and strengthened our ability to serve clients across some of the most dynamic markets in Florida. Our acquisition of Villages Bancorporation, Inc. introduced a highly desirable presence in a unique and rapidly growing market, and meaningfully enhanced our capacity for sustained growth. We also welcomed Heartland Bancshares, Inc. into Seacoast and completed the system conversion during the year. Seacoast’s relationship-driven model will continue to support the longstanding history of community banking and deep local ties that made these two banks so exceptional. On an organic basis, loans increased 9%, we improved operating leverage, with the adjusted efficiency ratio more than five points better year over year, and expanded our footprint. In combination, those drivers translated into 45% growth in adjusted pre-tax, pre-provision earnings, demonstrating meaningful momentum in the earnings engine of the Company. Our strong foundation provides ample capacity to support future organic growth, attract and retain talent, invest in productivity, and act opportunistically when we see compelling opportunities. Key accomplishments in 2025 include: •Net income of $144.9 million, an increase of $23.9 million, or 20%, compared to 2024, and adjusted net income1 of $169.5 million, an increase of $37.0 million, or 28%, compared to 2024 •On an adjusted basis, pre-tax pre-provision earnings1 of $274.7 million increased 45% from the prior year •Net interest income grew $121.5 million, or 28%, to $553.5 million, and the net interest margin expanded 34 basis points to 3.58% •9% organic loan growth, reflecting the value of investments made in recent years to attract talent and expand the commercial banking team •Assets under management in our wealth division expanded meaningfully in 2025, adding $549 million in new organic growth •Stronger than peer loan-to-deposit ratio of 78%, well positioned for continued growth and value creation •Continued strong capital position, with a Tier 1 capital ratio of 14.5%, and a tangible equity (including convertible preferred stock) to tangible assets ratio of 9.31%. Tangible equity and assets exclude goodwill and other intangible assets •Through the transformative acquisitions of Villages Bancorporation, Inc. and Heartland Bancshares, Inc., accompanied by strong organic growth, total assets grew 37% to $20.8 billion •Net charge-offs to average loans of 0.12% in 2025 compared to 0.27% in 2024 •Nonperforming assets to total assets of 0.37% at December 31, 2025 compared to 0.65% at December 31, 2024 •Increased the quarterly dividend 5% to $0.19 per share •Named by American Banker as a 2025 Best Places to Work •Achieved an employee engagement score of 85%, as reported through our 2025 employee engagement survey 1 1 1 1 1 Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures. SEACOAST BANKING CORPORATION OF FLORIDA24 PROXY STATEMENT 2026 2025 Executive Compensation Actions The CGC and CEO evaluate the performance of NEOs and other senior executives using a combination of quantitative and qualitative

  5. Well-balanced Tenure

    measures. Given our accelerated growth, evolving business, and changing executive responsibilities, performance is assessed through scorecards approved at the beginning of each year that establish performance expectations. Actual results are evaluated at year-end, and performance ratings are developed for each NEO to inform compensation decisions. The CGC believes that qualitative performance assessments support effective compensation, development, and long-term shareholder value creation. The CEO works closely with the CGC in establishing executive compensation, including annual incentive opportunities. The CEO evaluates the performance of each NEO and other senior executives and makes compensation and incentive recommendations to the CGC based on these evaluations, market compensation data, and other relevant information. The CGC independently evaluates the CEO’s performance and determines his compensation without the CEO present. The CGC also meets with the independent members of the board to review the CEO's performance and to discuss and approve the CEO's compensation. Equity awards granted in 2025 were determined based on 2024 performance scorecard evaluations. Equity awards related to 2025 performance will be granted in 2026. Annual cash incentive awards for 2025 were based on 2025 performance evaluations and will be paid in 2026. Compensation and Governance Best Practices - What We Do and What We Don't Do

  6. Well-balanced Tenure

    | Pay Element | Purpose | Determination | | Base Salary | Provides a fixed element of compensation that recognizes an individual’s job responsibilities and expertise. | Reflects the CGC’s assessment of the executive’s experience, skills and value to Seacoast. | | Annual Short-Term Incentive Awards | Provides cash incentive opportunities tied to achievement of annual quantitative and qualitative performance objectives. | Reflects the executive team’s performance against pre-established annual goals and metrics. In 2025, quantitative metrics included earnings per share, return on assets, and organic loan and deposit growth. Additionally, the CGC considered the achievement of pre-established targets relating to successful execution of acquisition-related activities, scaling and expansion initiatives, and metrics relating to customer satisfaction and employee engagement. | | Performance Stock Units (“PSUs”) | Provides performance-based equity compensation tied to long-term performance outcomes that aligns executives with long-term shareholder interests. | The target number of PSUs granted is determined by the CGC after consideration of the executive team's performance scorecard for the prior year. The number of PSUs that may be earned is based on the level of achievement of performance goals established by the CGC over a three-year performance period, measured relative to our peer group. In addition, PSUs only vest upon completion of a one-year continued service requirement following the close of the performance period. Value realized upon vesting varies based on stock price at the vesting date. PSUs represent 75% of each NEO's annual equity awards. | | Restricted Stock Awards (“RSAs”) | Provides time-based equity compensation that aligns executives’ interests with shareholders, encourages stock ownership, supports retention, and balances risk-taking. | The number of RSAs granted is determined by the CGC after consideration of the executive team’s performance scorecard for the prior year. The realized value of RSAs is based on stock price at the vesting date. RSAs represent 25% of each NEO's annual equity awards. |

  7. Well-balanced Tenure

    SEACOAST BANKING CORPORATION OF FLORIDA26 PROXY STATEMENT 2026 2025 NEO Mix of Target Total Direct Compensation The CGC structures the compensation program for executive management with an emphasis on long-term performance-based compensation. For planning purposes, the CGC focuses on the sum of annual base salary, annual short-term incentive opportunities and the target value it considers and approves for equity awards, which are granted in the subsequent year based on annual scorecard performance. We refer to this planning value as target Total Direct Compensation (“TDC”). The following charts illustrates the relative emphasis of each pay element in relation to the target TDC. 73% AT RISK 62% AT RISK 2025 Pay Outcomes

  8. Well-balanced Tenure

    (1) Cash incentive paid in 2026 reflective of 2025 performance. (2) Grant date value assuming the achievement of the target performance level for PSUs. SEACOAST BANKING CORPORATION OF FLORIDA27 PROXY STATEMENT 2026 Elements of Compensation Decision Making Role of CGC The CGC is responsible for establishing our compensation philosophy and for overseeing our executive compensation policies and programs generally. As part of this responsibility, the CGC: •regularly interacts with our executives in order to make informed decisions on performance, potential, developmental needs and their value to Seacoast; •approves our executive compensation programs, including selection of our peer group, issuance of equity awards, and certification of results; •evaluates the performance of the CEO and determines the CEO’s compensation for recommendation to the Board; •reviews the performance of other members of executive management and their compensation adjustments proposed by the CEO; and •assesses our incentive strategies from a risk perspective, ensuring that earnings opportunities strike the right balance between risk and reward and that our executives are not motivated to take excessive risks. Role of Chairman and CEO The CEO conducts a quantitative and qualitative assessment of NEO performance based on pre-established annual goals. At the beginning of each year, the CGC approves performance scorecards that align with the Company’s strategic and operating priorities and establish the performance criteria by which results are evaluated at year-end. Following the completion of the fiscal year, the CEO evaluates NEO performance against these scorecards and develops performance ratings, which are presented to the CGC for review and discussion. Our CEO works closely with the CGC in establishing executive compensation for each NEO and other senior executives. Based on his performance evaluations, competitive market data, and other relevant considerations, the CEO provides recommendations to the CGC regarding base salary adjustments, annual incentive payouts, and long-term incentive awards for the NEOs and other senior executives. The CEO also provides incentive compensation target payment recommendations for the Committee’s consideration. Role and Independence of the Compensation Consultant The CGC strives to adhere to effective governance practices and principles. As such, our CGC is comprised solely of independent directors and is advised by external independent compensation consultants on compensation matters. The Committee retained Alvarez and Marsal, LLC (“A&M”) as its independent compensation consultant to advise the CGC in 2024 and the first half of 2025. A&M periodically attended CGC meetings, including executive sessions and provided information and advice independent of management. Following the 2025 annual meeting, the CGC engaged Meridian Compensation Partners ("Meridian") as its independent compensation consultant to advise on the Company's executive compensation program and provide fresh perspective, insights and expertise. Meridian regularly attended CGC meetings in the second half of 2025 and in 2026, including executive sessions, and provided information and advice on areas of compensation philosophy, design and structure and market pay practices to assist with compensation decisions. At the direction of the CGC Chair, Meridian also assisted management with various activities that support Seacoast’s executive compensation program. The CGC evaluated independence considerations pursuant to SEC and NASDAQ rules and concluded that the engagements of A&M and Meridian, and the services each provided, did not raise any conflict of interest. SEACOAST BANKING CORPORATION OF FLORIDA28 PROXY STATEMENT 2026 Compensation Peer Group and Market Data The CGC relies on market pay data and related research to inform its decision on the construction and expected outcomes of our director and executive compensation programs. In considering peer group construction, the CGC recognizes that Seacoast competes for executive talent against a wide variety of financial services organizations that rely on or want to acquire the skill sets that our executives offer. As a result, the CGC utilizes publicly disclosed information and data from a size-appropriate, high- performing core bank industry compensation peer group in its decision process. As needed, we supplement information and data from our compensation peer group with proprietary survey data from the McLagan’s Regional Banking and Pearl Meyer’s Mid-Size Banking surveys. The CGC does not target a specific percentile of market compensation when establishing base salaries, annual cash incentives, or long-term equity awards for our NEOs. While market data serves as an important benchmark to support the CGC’s deliberations, compensation decisions are determined based on a range of factors, including Company performance, individual contributions, leadership impact and talent considerations. The CGC reviews proposed pay actions relative to market data to assess overall reasonableness, with the market benchmarks serving as a reference and validation tool rather than a formulaic determinant of pay outcomes. For 2025, the peer group was selected from publicly traded banks with asset sizes between $10-$40 billion with comparable geographies, business models, risk profiles and principles as Seacoast. Seacoast's asset size was approximately $20.8 billion as of December 31, 2025. The CGC reviews the peer group annually to ensure its continued appropriateness and makes changes when necessary. In 2025, the CGC replaced two peers, Home Bancshares, Inc. (HOMB) and First Financial Bankshares, Inc. (FFIN), with Prosperity Bancshares, Inc. (PB) and OceanFirst Financial Corp. (OCFC) to better represent reasonable comparability based on asset size, geography, business mix and risk profile. In light of continued industry merger and acquisition activity, the CGC expanded the peer group to include three additional peers; FB Financial Corp. (FBK), First Merchants Corp. (FRME) and Fulton Financial Corp. (FULT), each of which fall within the CGC's approved peer group parameters. Our 2025 Peer Group was comprised of the following companies:

  9. 2022 PEER GROUP

    2022 PEER GROUP

  10. 2022 PEER GROUP

    | 2025 PEER GROUP | | | | Ameris Bancorp (ABCB) | First interstate BancSystem, Inc. (FIBK) | ServisFirst Bankshares, Inc. (SFBS) | | Atlantic Union Bankshares (AUB) | First Merchants Corp. (FRME) | Simmons First National (SFNC) | | BancFirst Corp. (BANF) | Fulton Financial Corp. (FULT) | TowneBank (TOWN) | | CVB Financial Corp. (CVBF) | Independent Bank Corp. (INDB) | Trustmark Corporation (TRMK) | | Enterprise Financial Services (EFSC) | OceanFirst Financial Corp. (OCFC) | United Community Banks, Inc. (UCB) | | FB Financial Corp. (FBK) | Prosperity Bancshares, Inc. (PB) | WesBanco, Inc. (WSBC) | | First Bancorp (FBNC) | Renasant Corp. (RNST) | WSFS Financial Corporation (WSFS) | | First Busey Corp (BUSE) | | |

  11. 2022 PEER GROUP

    SEACOAST BANKING CORPORATION OF FLORIDA29 PROXY STATEMENT 2026 2025 Elements of Compensation and Pay Decisions Base Salaries Our NEOs receive a base salary that reflects the CGC’s assessment of their skills and value to Seacoast. It is the CGC’s philosophy to provide competitive base salaries relative to comparable executives in the compensation peer group and make market-based adjustments as it deems appropriate. Salaries can be adjusted to reflect experience and tenure in a position, internal pay equity, promotions, changes in scope of responsibilities, individual performance, and retention considerations. Salary increases for the NEOs, including our CEO, were 5% or less in 2025. The 2025 annualized base salary actions for our NEOs are summarized in the following table.

  12. 2022 PEER GROUP

    | Named Executive Officer | 2024 | 2025 | % Change | | Charles M. Shaffer | $965,500 | $1,000,000 | 3.6% | | Tracey L. Dexter | $475,000 | $486,875 | 2.5% | | Joseph M. Forlenza | $461,000 | $472,000 | 2.4% | | Juliette P. Kleffel | $550,000 | $575,000 | 4.5% | | Austen D. Carroll | $500,000 | $525,000 | 5.0% |

  13. 2022 PEER GROUP

    Annual Short-Term Incentive Seacoast annual short-term incentive ("STI") compensation is designed to incent our NEOs to achieve critical pre-established annual financial and non-financial goals that drive our key strategic and operational results and help to enhance shareholder value. The CGC is responsible for approving performance goals and related payout levels, setting each NEO’s target award opportunity and approving payouts under the STI plan. The CGC retains the authority to exercise informed discretion to reduce otherwise earned incentive payouts as it deems appropriate. Target Short-Term Incentive Opportunity The CGC assigned each NEO a target annual incentive award opportunity for 2025 based on competitive market data and the executive’s position, responsibilities and role.

  14. 2022 PEER GROUP

    | Named Executive Officer | Base Salary | STI Target ($) | | Charles M. Shaffer | $1,000,000 | $1,000,000 | | Tracey L. Dexter | $486,875 | $350,000 | | Joseph M. Forlenza | $472,000 | $275,000 | | Juliette P. Kleffel | $575,000 | $375,000 | | Austen D. Carroll | $525,000 | $375,000 |

  15. 2022 PEER GROUP

    Each NEO may earn between 0% and 200% of his or her target annual incentive opportunity based on achieved performance against pre-set performance goals, with 50% of target earned for threshold performance, 100% of target earned for target performance, and 200% of target earned for maximum performance. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation. Any amounts earned for 2025 performance were paid in cash in 2026. SEACOAST BANKING CORPORATION OF FLORIDA30 PROXY STATEMENT 2026 Short-Term Incentive Performance Metrics For purposes of 2025 STI, the CGC selected the following quantitative performance measures.

  16. 2022 PEER GROUP

    | Performance Metric | Weight | Why it Matters | | Adjusted Earnings Per Share (EPS) | 25% | Earnings per share (EPS) is the portion of the Company’s profit allocated to each share of common stock. The measure is broadly used as an indicator of profitability, useful for tracking performance over time or in comparison to benchmarks. | | Adjusted Return on Assets (ROA) | 25% | Net income as a percentage of average total assets. A broadly used indicator of efficient use of assets to generate earnings, useful for tracking performance over time or in comparison to benchmarks. | | Organic Loan Growth | 25% | Core revenue expansion of real sustainable demand for lending activities and ongoing customer relationships that support profitability and long-term franchise value. | | Organic Deposit Growth | 25% | Drives customer engagement and relationships for cross-product revenue generating opportunities and supports strong liquidity balances, reducing interest rate risk and extending long-term franchise value. |

  17. 2022 PEER GROUP

    Our performance goals were set with the objective of achieving strong financial results and factoring in prudent risk management. The CGC believes these performance metrics capture the most important aspects of the Company's top and bottom-line performance. The equal weighting among the performance metrics aligns with the relative importance of the metrics and the strength of our business. Calculation of 2025 Short-Term Incentive Payout Quantitative Performance Measures The table below shows calculation of each NEO's 2025 STI award.

  18. 2022 PEER GROUP

    | Quantitative Performance Objective | Weight | Weighted Payout | Threshold | Target | Maximum | Performance Achieved | | | | | | 50% | 100% | 200% | Actual | Payout | | Adjusted Earnings Per Share (EPS)1 | 25% | 50% | $1.49 | $1.65 | $1.98 | $2.05 | 200% | | Adjusted Return on Assets (ROA)1 | 25% | 50% | 0.9% | 1.0% | 1.2% | 1.2% | 200% | | Organic Loan Growth | 25% | 39% | 4.0% | 7.0% | 12.0% | 9.4% | 157% | | Organic Deposit Growth | 25% | —% | 3.0% | 4.0% | 9.0% | 0.2% | —% | | Total Quantitative Performance Payout | | 139% | | | | | |

  19. 2022 PEER GROUP

    (1) Non-GAAP measure. For more information and reconciliation to GAAP, refer to Appendix A - Information Regarding Non-GAAP Financial Measures. While we did not achieve our targeted deposit growth, the company specifically took action to lower deposit costs at the expense of overall deposit growth, resulting in faster deposit cost reductions than peers, greater net interest income and stronger margin expansion, positioning the Company for better performance in 2026. While this impacted STI payouts, it is expected to result in better returns for shareholders in the long run. SEACOAST BANKING CORPORATION OF FLORIDA31 PROXY STATEMENT 2026 Qualitative Performance Scorecard For the purposes of the STI compensation, including the 2025 STI, the CGC evaluates Company performance on a holistic basis, considering achievement against established strategic priorities and risk management objectives that support the Company’s financial goals. The Committee first reviews the incentive award payouts that would be earned by the NEOs based solely on the pre- established quantitative performance measures. The CGC then assesses the leadership team’s execution of strategic priorities set at the beginning of the year and, based on this evaluation, can exercise informed discretion to modify the calculated incentive award as appropriate in determining the final payout amount for each executive. Under the terms of the STI program, the Committee may increase or decrease the calculated award by up to 15%.

  20. 2022 PEER GROUP

    | 2025 Qualitative Performance Priorities | Accomplishment | | Merger and Acquisition Execution | •Successfully executed all legal, financial and regulatory requirements and completed the acquisitions of Heartland Bancshares, Inc. and Villages Bancorporation, Inc. •Achieved associate retention and conversion goals with no critical impact to business operations or customer ability to conduct business | | Risk and Control | •Successfully managed risk while effectively balancing Company growth •Fostered a strong risk culture throughout the Company that focuses on the shared values, attitudes, competencies, and behaviors related to risk awareness, risk taking and risk management •Enhanced enterprise risk management framework and governing practices | | Customer Satisfaction | •Exceeded post-conversion customer sentiment goal on survey conducted by third party by 14% •Ended 2025 with a monthly average customer overall satisfaction score that well exceeded the target goal | | Talent & Culture | •Increased overall associate engagement from 84% to 85% •Achieved a 91% top talent retention rate for 2025, above the 90% goal | | Technology & Innovation | •Delivered an updated technology roadmap, with key initiatives underway at year-end •Effectively scaled technology for rapid inorganic growth, with eight scale initiatives launched in 2025 | | Geographic Expansion | •Opened 5 new branch locations in 2025 |

  21. 2022 PEER GROUP

    After reviewing annual performance, the Committee applied an 11% upward qualitative modifier to recognize achievement of the Company’s key strategic priorities outlined above, resulting in an overall STI payout of 150% of target for each named executive officer. The table below summarizes the STI awards earned by each NEO:

  22. 2022 PEER GROUP

    | Named Executive Officer | STI Target ($) | Quantitative Performance Achieved (%) | Qualitative Modifier (+/- up to 15%) | Actual STI (% of Target) | STI Amount Achieved ($) | | Charles M. Shaffer | $1,000,000 | 139% | +11% | 150% | $1,500,000 | | Tracey L. Dexter | $350,000 | 139% | +11% | 150% | $525,000 | | Joseph M. Forlenza | $275,000 | 139% | +11% | 150% | $412,500 | | Juliette P. Kleffel | $375,000 | 139% | +11% | 150% | $562,500 | | Austen D. Carroll | $375,000 | 139% | +11% | 150% | $562,500 |

  23. 2022 PEER GROUP

    SEACOAST BANKING CORPORATION OF FLORIDA32 PROXY STATEMENT 2026 Individual Performance The CGC considers company and individual performance outcomes when determining the grant value of incentives. Considerations for 2025 awards included the following items:

  24. 2022 PEER GROUP

    | Charles M. Shaffer, Chairman and Chief Executive Officer | | •Completing the acquisitions of Heartland Bancshares, Inc. and Villages Bancorporation, Inc. These two transactions were transformational for Seacoast's earnings outlook and improved shareholder returns •Focused effort to drive improvement in shareholder returns through creating stronger efficiency and productivity across the organization •Industry leading growth in loans outstanding and wealth management •Maintaining strong associate engagement and enterprise-wide alignment with Company culture •Continued focus on talent acquisition and maturity of the enterprise •Consistency in delivering shareholder value, with a balanced focus on risk adjusted returns and growth •Maintaining a strong relationship with shareholders, regulators and our communities at large | | Tracey L. Dexter, Executive Vice President, Chief Financial Officer | | •Contributions to enterprise-wide business strategy efforts and efficiency initiatives •Building strong relations with shareholders by establishing sound reputation of financial transparency •Successful execution of the acquisitions of Heartland Bancshares, Inc. and Villages Bancorporation, Inc. •Key role in investment decision-making and prioritizing the support for key projects and teams | | Joseph M. Forlenza, Executive Vice President, Chief Risk Officer | | •Continued contributions to the Company’s enterprise-wide risk management process •Additional improvements in governance, risk, and compliance oversight and reporting •Key role in rigorous due diligence of M&A opportunities •Additional enhancements to the Enterprise Risk Management (ERM) Program •Maturation of risk lines for mid-bank expectations •Maintained regulatory relationships and exam management | | Juliette P. Kleffel, Executive Vice President, Chief Operating Officer | | •Substantial year-over-year productivity gains in organizational units •Delivered a well-executed conversion of Heartland Bancshares, Inc. •Contributions to the implementation of our technology modernization •Key role in expanding the Bank's scalability with enhanced automation, process improvements and service delivery, with a focus on robotic process automation and maturing the organization towards an AI environment •Execution of strategy initiatives and top talent acquisition | | Austen D. Carroll, Executive Vice President, Chief Lending Officer | | •Contributions to the hiring of key leadership roles to build out the middle market segment in commercial banking •Expansion of key teams in north Florida and Atlanta, including top talent acquisition •A continued focus on recruiting exceptional talent to Seacoast •Achievement of record growth in our wealth management division •Industry leading loan growth •Key driver of Seacoast’s balanced growth strategy •Successful collaboration with internal partners to ensure adequate support and speed to market •Continued enhancements to commercial treasury management products and talent improvements |

  25. 2022 PEER GROUP

    SEACOAST BANKING CORPORATION OF FLORIDA33 PROXY STATEMENT 2026 Long-Term Incentives The CGC believes that a significant portion of the NEOs’ target compensation should be delivered in the form of equity-based incentives that motivate our executives to drive and create the long-term performance of the Company. These awards are intended to reward performance over a multi-year period, align the interest of our executives with those of our shareholders, instill an ownership culture, support retention, and elevate our visibility and appeal as an employer of choice for highly skilled talent. Long- term incentive (“LTI”) awards are granted to our NEOs under the 2021 Incentive Plan. To align NEO compensation with long-term shareholder interest, the CGC grants LTI awards in the form of PSUs and RSAs, whereby 75% is granted in PSUs, with achievement levels dependent upon the Company's performance relative to the peer group, and 25% is granted in time-based RSAs vesting over a 3-year period. We believe this emphasis on performance-based awards appropriately aligns with shareholder interests. The following summarizes the type, mix, vesting and performance objectives of equity granted to NEOs in 2025.

  26. 2022 PEER GROUP

    | Type of Equity | Equity Mix | Description | Performance Objective(s) | | Performance Stock Unit ("PSU") Awards | 75% | •3-year performance period, with additional service required through the end of the year following the performance period •Payout as a % of target (0-225%) | •Relative Average Annual EPS Growth (50%) compared to peers •Relative Average Annual ROATE (50%) compared to peers •Tier 1 Capital Compliance •Grant value determined based on overall performance in the prior year | | Time-Based Restricted Stock Awards ("RSA") | 25% | •3-year ratable vesting | •Grant value determined based on recognition of overall performance in the prior year |

  27. 2022 PEER GROUP

    The value of PSUs and RSAs granted in 2025 was determined based on 2024 performance. The grant date value of 2025 equity awards for each NEO is shown below:

  28. 2022 PEER GROUP

    | Named Executive Officer | 2025 Equity Award Grant Date Value ($) | | | | | PSU Target (1) | RSA (2) | Total Equity | | Charles M. Shaffer | $1,312,500 | $437,500 | $1,750,000 | | Tracey L. Dexter | $318,750 | $106,250 | $425,000 | | Joseph M. Forlenza | $318,750 | $106,250 | $425,000 | | Juliette P. Kleffel | $393,750 | $131,250 | $525,000 | | Austen D. Carroll | $393,750 | $131,250 | $525,000 |

  29. 2022 PEER GROUP

    (1) The values presented reflect the grant date value of the PSU award, assuming the achievement of the target performance level. (2) The values reported reflect the grant date value of the RSA award. SEACOAST BANKING CORPORATION OF FLORIDA34 PROXY STATEMENT 2026 Performance Stock Unit ("PSU") Awards PSU awards are granted as stock-settled incentive awards where payout can vary from 0% to 225% of the target number of shares granted. One-half of the PSUs will be earned based on Seacoast’s three-year average annual growth in EPS relative to the peer group described under “Compensation Peer Group” (“EPS PSUs”). The remaining one-half of the PSUs will be earned based on Seacoast’s three-year average annual return on average tangible equity relative to the peer group (“ROATE PSUs”). PSUs that achieved the applicable performance goals will vest following a one-year post-performance holding period and subject to the grantee’s continued service. The CGC selected EPS and ROATE given their importance in the Company's strategic plan and significant influence on stock price performance over sustained periods of time. In each case, the number of PSUs actually earned will be determined by our performance as compared to the peer group approved by the CGC at the time of grant, subject to an absolute performance payout cap. PSU payouts will be capped at the target in the event that certain absolute EPS and ROATE hurdles are not met, irrespective of performance relative to the peer group. Cash dividend or dividend equivalents on PSUs awarded to management are accrued from the grant date and paid only if and when the underlying units become vested and payable.

  30. 2022 PEER GROUP

    | Performance Measure | Description | Purpose of LTI Program | | Relative Average Annual Earnings Per Share ("EPS") Growth | Measures the annual growth rate of earnings per share over the applicable performance period, reflecting the portion of the Company’s profitability attributable to each outstanding share of common stock. | Serves as a key indicator of sustained profitability and value creation for shareholders, aligning executive compensation with long-term financial performance and earnings growth. | | Relative Average Annual Return on Average Tangible Equity ("ROATE") | Measures net income as a percentage of average tangible equity annually over the performance period, excluding goodwill and other intangible assets. | Evaluates the effectiveness with which management deploys shareholders’ tangible capital, promoting disciplined capital allocation and long-term returns on equity. |

  31. 2022 PEER GROUP

    The number of ROATE Units and EPS Growth Units that shall become eligible to vest shall be determined as a percentage of the target number of units granted, subject to the absolute performance limiters and caps and the performance gateway requirement described below:

  32. 2022 PEER GROUP

    | Company's Ranked Percentile Performance Against Peer Group | Performance Level | Percentage of Granted Units Eligible to Vest | | 90th Percentile or Above | Maximum | 225% | | 50th Percentile | Target | 100% | | 25th Percentile | Threshold | 25% | | Below 25th Percentile | Below Threshold | 0% |

  33. 2022 PEER GROUP

    Vesting for ranked percentile performance that falls between the 25th and 50th percentiles and between the 50th and 90th percentiles shall be determined to the nearest tenth of a percentage point by linear interpolation. Notwithstanding the Company’s ranked percentile performance described above: •Vesting of the ROATE Units shall not exceed 100% of Target if the Company’s average Annual ROATE for the performance period is less than 5%; •Vesting of the EPS Growth Units cannot exceed 100% of Target if the Company’s average Annual EPS Growth for the performance period is less than 0%; and •No ROATE Units or EPS Growth Units shall vest if Tier 1 Capital Condition is not met as of the end of the last year of the performance period. SEACOAST BANKING CORPORATION OF FLORIDA35 PROXY STATEMENT 2026 PSU Awards Granted in 2025 for the Performance Period 2025-2027 In April 2025, the CGC approved a grant of PSUs designed to reward achievement over the three-year performance period 2025-2027. For the target values of the awards for each NEO, refer to the “Long Term Incentives - 2025 Equity Award Grant Date Value” section. Actual achievement of the award, which could range from 0% to 225% as discussed above, will depend on the Company’s actual performance relative to peers over the three-year period. PSU Awards Granted in 2024 for the Performance Period 2024-2026 In April 2024, the CGC approved a grant of PSUs designed to reward achievement over the three-year performance period 2024-2026. Actual achievement of the award, which could range from 0% to 225% as discussed above, will depend on the Company’s actual performance relative to peers over the three-year period. PSU Awards Granted in 2023 for the Performance Period 2023-2025 In April 2023, the CGC approved a grant of PSUs designed to reward performance over the three-year performance period 2023 – 2025. On February 10, 2026, the CGC approved the payout for the 2023 PSU grants for the 2023 - 2025 performance period, in the amount equal to 67.5% of the target amount granted based on the Company’s relative average annual growth in EPS, and 47.2% of the target amount granted based on the Company's relative average annual ROATE during the three-year performance period ended December 31, 2025, as shown in the table below. The CGC reviewed the LTI achievement resulting in 57% payouts. These awards will vest on December 31, 2026, following a one-year post-performance holding period and subject to the grantee's continued service.

  34. 2022 PEER GROUP

    | Performance Measure (2023 PSUs) | Weight | Actual Performance Amongst Peers | Actual Shares Awarded as a % of Target | | Relative Average Annual EPS Growth | 50% | Ranked #13 of the 20- member peer group | 67.5% | | Relative Average Annual ROATE | 50% | Ranked #12 of the 20- member peer group | 47.2% | | Total Achievement (% of Target) | | | 57.4% |

  35. 2022 PEER GROUP

    Time-Based Restricted Stock Awards (“RSA”) Our pay-for-performance stock incentive strategy is balanced with the use of time-based RSAs to enhance holding power, retention and recruitment, while further aligning the interests of the executives and shareholders. The RSAs granted in 2025 were issued in recognition of 2024 performance, and vest ratably over a three-year period. Dividends may be payable subject to additional restrictions as determined by the CGC and reflected in the award agreement, or when the underlying shares are vested. SEACOAST BANKING CORPORATION OF FLORIDA36 PROXY STATEMENT 2026 Risk Management The CGC shares the view that our incentive strategies strike the right balance between risk and reward, motivating and retaining our executives in ways that align with shareholder interests but do not motivate inappropriate or excessive risk taking. The evolution of our incentive strategies reflects our commitment to listen to our shareholders and continuously refine our programs to align with our governance and risk management efforts, particularly given the growth of Seacoast and changes within the industry and what is deemed as best practice.

  36. 2022 PEER GROUP

    | Considerations | Compensation Design | | Long-Term Equity- Based Compensation | •Time-based RSAs vesting period is three years •Performance period for PSU awards is three years, with an additional time-based vesting year following the performance period | | Seacoast Performance Alignment with Company Results and Peer Performance | •Annual short-term incentive compensation that incorporates a quantitative component based on Company performance of EPS, ROA, loan growth and deposit growth •PSU metrics based on three-year average annual growth in EPS and average ROATE compared to peers, that compete in a similar industry and share our risk profile | | Governance Practices | •PSU payouts are capped at target in the event that certain absolute Company performance levels in EPS and ROATE are not met •No PSU payouts will be made in the event that Tier 1 Capital requirements are not maintained | | Risk Management Practices | •PSUs for which performance goals are met will vest one year after the end of the performance period, subject to the grantee’s continued service •In addition, we implemented a mandatory holding requirement on RSA and PSU awards so the grantee must hold at least 50% of the net shares received upon vesting for an additional 12 months •Maintained service and risk-based vesting requirements on all new performance-contingent and performance-based equity awards •Maintained “clawback” provisions for certain incentive-based compensation to ensure accountability |

  37. 2022 PEER GROUP

    The CGC reviews the sensitivity of our performance and incentives to risk considerations for our executives throughout the year. It also periodically reviews our cash and equity incentive strategies for other key contributors. In 2025, the CGC with the assistance of our Chief Human Resources Officer completed a review of our incentive strategies for our incentive eligible non-executive employees. The CGC concluded that our incentive compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy, will not motivate people to take excessive or imprudent risks, and do not create risks that are reasonably likely to have a material adverse effect on the Company. Other Elements of the 2025 Compensation Program for Executive Officers Change in Control Severance Benefits We provide change in control severance benefits to the NEOs to encourage them to consider the best interests of shareholders by stabilizing any concerns about their own personal financial well-being in the face of a potential change in control of the Company. These agreements are described under “Employment and Change in Control Agreements,” and detailed information is provided under “2025 Other Potential Post-Employment Payments.” Retirement and Employee Welfare Benefits We sponsor a retirement savings plan for employees of the Company and its affiliates (the “Retirement Savings Plan”) and a nonqualified deferred compensation plan for certain executive officers (the “Executive Deferred Compensation Plan”, or "EDCP"). We offer these plans to provide employees with tax-advantaged savings vehicles and to encourage them to save money for their retirement. The Executive Deferred Compensation Plan is described under “Executive Compensation Tables–Executive Deferred Compensation Plan.” In addition to our retirement programs, we provide employees with welfare benefits, including hospitalization, major medical, disability and group life insurance plans and paid vacation. We also maintain a Section 125 cafeteria plan that allows our employees to set aside pre-tax dollars to pay for certain benefits. All part-time and full-time employees of the Company and the Bank, including the NEOs, are eligible to participate in the Retirement Savings Plan and our welfare plans, subject to the terms of those plans. The retirement and employee welfare benefits paid by the Company for the NEOs that are required to be disclosed in this proxy statement are included in the “2025 Summary Compensation Table,” the “2025 Components of All Other Compensation,” and the “2025 Nonqualified Deferred Compensation Table,” and are described in the footnotes thereto. SEACOAST BANKING CORPORATION OF FLORIDA37 PROXY STATEMENT 2026 Supplemental Executive Retirement Plan Agreement On December 10, 2021, the Company and the Bank entered into a Supplemental Executive Retirement Plan Agreement (the “SERP”) with Mr. Shaffer. The SERP is intended to provide retirement benefits to Mr. Shaffer. None of the other NEOs participate in the SERP. For additional information regarding the SERP, see the “2025 Pension Benefits Table” and the narrative accompanying that table. Executive Perquisites We do not consider perquisites to be a significant element of our compensation program. However, we do provide some of our NEOs with modest perquisites such as a car allowance. We do not provide tax reimbursements, or “gross-ups,” on perquisites. For additional details regarding the executive perquisites, see the “2025 Summary Compensation Table” and the “2025 Components of All Other Compensation.” Clawback Policy Incentive-based compensation paid to executive officers is subject to recoupment under the Company's Compensation Recoupment Policy. Under this policy, the Company is required to recoup incentive compensation paid to an executive officer or former executive officer when: •the incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of an accounting restatement, regardless of whether the executive engaged in misconduct or otherwise contributed to the requirement for the restatement; and •a lower payment or award would have been made to the executive officer based upon the restated financial results. In the event that the Company is required to prepare an accounting restatement, the Company will recover the amount of all erroneously awarded compensation received by our executive officers during the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement and any transition period that results from a change in the Company’s fiscal year, within or immediately following those three completed fiscal years. This Compensation Recoupment Policy complements a broader clawback policy, covering employees and compensation and allowing the Company to recoup incentive compensation that was paid in reliance on materially inaccurate financial statements or other materially inaccurate performance metric criteria. The Compensation Recoupment Policy is available on our website at www.SeacoastBanking.com and is compliant with SEC and Nasdaq requirements. Hedging and Pledging Policy The Company has adopted a hedging and pledging policy. The policy prohibits our employees, including our executive officers and directors, from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of our stock, including, without limitation, exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards or short sales. In addition, directors and executive officers are required to obtain advance approval of any pledging of Company shares as collateral for loans, including holding Company shares in margin accounts. The policy also limits pledging to reasonable purposes (as defined in the policy) and limits the value of the securities pledged in connection with a loan or other indebtedness to $250,000. Stock Ownership Guidelines The Board has established stock ownership guidelines for its officers and directors, as described below:

  38. 2022 PEER GROUP

    | Individual/Group | Stock Ownership Target | Holding Requirement | | | | | Before Ownership Target Met | After Ownership Target Met | | Chief Executive Officer | 5 times annual base salary | 75% of net shares until target number of shares is met | 50% of net shares held for one year after vesting/ exercise | | Other Senior Executive Officers | 3 times annual base salary | | | | Non-Employee Directors | 5 times annual cash retainer | 100% of net shares until target number of shares is met | |

  39. 2022 PEER GROUP

    Our executive compensation program is designed to allow a participant to earn targeted ownership over a reasonable period, usually within four years for executive officers and five years for non-employee directors, provided individual and Company targets are achieved and provided the participant fully participates in the program. For purposes of these guidelines, “net shares” means shares of stock in excess of those sold or withheld to satisfy the minimum tax liability upon vesting or conversion. All of our NEOs and non-employee directors have met or are on track to meet their stock ownership target. SEACOAST BANKING CORPORATION OF FLORIDA38 PROXY STATEMENT 2026 Executive Compensation Tables 2025 SUMMARY COMPENSATION TABLE The table below sets forth the elements that comprise total compensation for the NEOs of the Company for the periods indicated.

  40. 2022 PEER GROUP

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation ($) (4) | Total ($) | | Charles M. Shaffer Chairman and Chief Executive Officer | 2025 2024 2023 | 991,375 959,625 886,500 | -- -- -- | 1,749.963 1,499,961 1,200,002 | -- -- -- | 1,500,000 (5) 1,206,875 (5) 838,380 (6) | 161,930 132,575 134,149 | 78,093 61,381 32,741 | 4,481,361 3,860,417 3,091,772 | | Tracey L. Dexter EVP, Chief Financial Officer | 2025 2024 2023 | 483,906 475,000 456,250 | -- -- -- | 424,958 424,981 424,985 | -- -- -- | 525,000 (5) 437,500 (5) 311,500 (6) | -- -- -- | 41,210 29,731 15,069 | 1,475,074 1,367,211 1,207,804 | | Joseph M. Forlenza EVP, Chief Risk Officer | 2025 2024 2023 | 469,250 458,250 422,500 | -- -- -- | 424,958 424,981 424,985 | -- -- -- | 412,500 (5) 344,000 (5) 244,750 (6) | -- -- -- | 33,035 27,844 14,855 | 1,339,743 1,255,075 1,107,090 | | Juliette P. Kleffel EVP, Chief Operating Officer | 2025 2024 2023 | 568,750 556,250 459,375 | -- -- -- | 524,994 524,962 499,987 | -- -- -- | 562,500 (5) 469,000 (5) 333,750 (6) | -- -- -- | 56,214 39,881 24,990 | 1,712,458 1,590,093 1,318,102 | | Austen D. Carroll EVP, Chief Lending Officer | 2025 2024 2023 | 518,750 493,750 456,250 | -- -- -- | 524,994 524,962 499,987 | -- -- -- | 562,500 (5) 469,000 (5) 333,750 (6) | -- -- -- | 44,852 38,042 24,146 | 1,651,096 1,525,754 1,314,133 |

  41. 2022 PEER GROUP

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1) (2) (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) ($) | Value of Initial Fixed $100 Investment Based on: | | | Net Income (6) (In Millions) ($) | Adjusted EPS Growth (7) (%) | Adjusted ROATE (7) (%) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return (5) ($) | | | | | 2025 | 4,481,361 | 5,197,975 | 1,544,593 | 1,826,584 | 119.79 | 187.40 | 152.71 | 144.88 | 16.50 | 12.16 | | 2024 | 3,860,417 | 4,700,153 | 1,433,055 | 1,785,218 | 102.29 | 155.47 | 143.39 | 120.99 | (15.07) | 11.25 | | 2023 | 3,091,772 | 2,962,591 | 1,236,782 | 1,243,247 | 102.78 | 119.85 | 126.67 | 104.03 | (13.42) | 12.80 | | 2022 | 2,824,576 | 2,295,871 | 1,200,853 | 1,090,130 | 109.31 | 116.18 | 127.12 | 106.51 | (10.17) | 12.86 | | 2021 | 2,771,441 | 2,934,032 | 1,089,511 | 1,305,908 | 121.59 | 142.83 | 136.64 | 124.40 | 43.04 | 13.97 |

  42. DIRECTOR QUALIFICATION HIGHLIGHTS

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Dennis J. Arczynski | 102,500(4) | 62,525 | -- | -- | 165,024 | | Eduardo J. Arriola (8) | 60,000 | 62,525 | -- | -- | 122,525 | | Jacqueline L. Bradley | 85,000(4) | 62,525 | -- | -- | 147,525 | | H. Gilbert Culbreth, Jr. | 60,000(6) | 62,525 | -- | -- | 122,525 | | Christopher E. Fogal | 102,500(7) | 62,525 | -- | -- | 165,025 | | Maryann Goebel | 112,500(5) | 62,525 | -- | -- | 175,025 | | Dennis S. Hudson, III (8) | 90,000(4) | 62,525 | -- | -- | 152,525 | | Robert J. Lipstein | 102,500(4) | 62,525 | -- | -- | 165,025 | | Alvaro J. Monserrat | 105,000(4) | 62,525 | -- | -- | 167,525 | | Thomas E. Rossin | 72,500(4) | 62,525 | -- | -- | 135,025 | | Joseph B. Shearouse, III | 72,500 | 62,525 | -- | -- | 135,025 |