Independent Bank and HCB Financial Announce Merger Agreement Valued at Approximately $70.2M

Independent Bank Corporation and HCB Financial jointly announced the execution of a definitive merger agreement under which HCB will merge with Independent in a cash and stock transaction valued at approximately $70.2M. Based on financial data as of December 31, 2025, the combined organization will have approximately $6.1B in total assets, $5.3B in total deposits, and $4.7B in total loans. Under the terms of the definitive merger agreement, at the closing of the transaction, Independent will issue 1.590 shares of its common stock plus $17.51 in cash for each outstanding share of HCB. Based on the closing price of Independent's common stock of $33.13 on March 17, 2026, the transaction would result in aggregate consideration paid to HCB shareholders of approximately $70.2M. The transaction is expected to be approximately 6% accretive to Independent's 2027 earnings per share, assuming fully phased-in synergies. The estimated tangible book value per share dilution of 4% at closing is expected to be earned back in approximately 3.4 years using the crossover method. Independent will maintain a robust capital position post-closing, with a projected CET1 ratio of approximately 11.5%. One HCB director will join each of the Board of Directors of Independent and the Board of Directors of Independent Bank following completion of the merger, increasing each of the respective boards to 11 members. The transaction has been unanimously approved by the respective Boards of each organization and is expected to close early in the third quarter of 2026, subject to customary regulatory approvals, the approval of HCB shareholders, and the satisfaction of certain other closing conditions.