Form 4: SBCF Director Sells Shares, Details Holdings

Seacoast Banking Corp of Florida Director Dennis S. Hudson III reported the sale of 8,000 common shares and disclosed his extensive remaining direct and indirect equity and derivative holdings.

Summary

• Dennis S. Hudson III, a Director of Seacoast Banking Corp of Florida (SBCF), reported a transaction involving the company's common stock.
• On November 10, 2025, Mr. Hudson disposed of 8,000 shares of common stock.
• The shares were sold at a weighted average price of $31.13, with individual transactions ranging from $31.08 to $31.18.
• Following this transaction, Mr. Hudson directly beneficially owns 251,275 shares of common stock.
• He also holds indirect beneficial ownership through various entities: 18,104 shares jointly with spouse, 33,632.343 shares in the Company's Retirement Savings Plan (as of June 30, 2025), 9,356 shares in an IRA, 21,867 shares held by spouse in trust, and 51,416 shares held by Sherwood Partners, Ltd, a family partnership.
• Mr. Hudson also holds derivative securities in the form of "Right to Buy" (stock options) for 55,279 shares with an exercise price of $31.15 and an expiration date of April 2, 2028.
• Additionally, he holds "Right to Buy" (stock options) for 78,021 shares with an exercise price of $28.69 and an expiration date of April 3, 2027.
• These options were granted under the Company's Amended and Restated 2013 Incentive Plan and vest over 3 years in one-third increments annually, subject to continuous employment and the banking subsidiary meeting certain capital requirements.

Sentiment

Score: 6

Explanation: The director sold a relatively small portion of his total beneficial ownership, while still retaining significant direct and indirect equity holdings and substantial stock options. This suggests continued alignment with the company's performance, mitigating potential negative sentiment from the sale.

Positives

• The director retains significant direct and indirect beneficial ownership of common stock (over 330,000 shares excluding derivatives), indicating continued alignment with shareholder interests.
• Substantial holdings of stock options (totaling 133,300 shares) further align the director's incentives with the company's long-term performance.

Negatives

• A director selling shares, even a relatively small amount, can sometimes be interpreted negatively by the market, potentially signaling a lack of confidence, though it could also be for personal financial planning.

Risks

• The vesting of derivative securities (stock options) is contingent upon continuous employment and the company's banking subsidiary meeting certain capital requirements, which introduces performance and employment-related risks to the realization of these benefits.

Future Outlook

The future realization of benefits from the director's stock options is tied to the company's performance, specifically its banking subsidiary meeting certain capital requirements, and the director's continuous employment, with vesting occurring in one-third increments annually over three years from the grant date.

Management Comments

• "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.08 to $31.18."
• "The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction."
• "Options granted pursuant to the Company's Amended and Restated 2013 Incentive Plan."
• "Options vest over 3 years in one-third increments each anniversary of the date of grant beginning on the first anniversary of the date of grant (the date indicated), subject to continuous employment on each vesting date and the Company's banking subsidiary meets certain capital requirements."

Industry Context

This filing details an individual insider transaction and does not provide information to analyze broader industry trends or competitors. It is a standard disclosure for changes in beneficial ownership by a company director.

Related Party Transactions

• Indirect beneficial ownership includes shares held jointly with spouse, by spouse in trust, and by Sherwood Partners, Ltd, a family partnership. These represent holdings by related parties.

Stakeholder Impact

• Shareholders: May observe the director's sale and remaining holdings as an indicator of insider sentiment, though the impact is likely minor given the scale of the transaction relative to total holdings.
• Employees: The vesting conditions for stock options, tied to continuous employment, are relevant for the director.

Next Steps

• Annual vesting of the director's stock options over the next three years, contingent on continuous employment and the banking subsidiary meeting capital requirements.

Key Dates

Keywords

Seacoast Banking Corp of Florida, SBCF, Form 4, insider transaction, director stock sale, beneficial ownership, stock options, equity holdings, corporate governance, financial disclosure