v3.26.1
Subsequent Event
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Event

17. Subsequent Event

On August 1, 2026, subsequent to the June 30, 2026 balance sheet date and prior to the issuance of these consolidated financial statements, the Company completed its previously announced acquisition of OFB Bancshares, Inc., the parent company of One Florida Bank, pursuant to the Agreement and Plan of Merger, dated May 15, 2026, (the "Merger Agreement"). The total purchase consideration was approximately $377.6 million for all outstanding OFB Bancshares, Inc. common stock and stock options. Pursuant to the terms of the Merger Agreement, holders of OFB Bancshares, Inc. common stock received aggregate cash consideration of approximately $355.1 million. In addition, each holder of outstanding OFB Bancshares, Inc. stock options received cash equal to the per-share value of the merger consideration over the per-share exercise price resulting in aggregate cash consideration of approximately $22.5 million that was paid by OFB Bancshares, Inc. on behalf of the Company. Outstanding OFB Bancshares, Inc. stock options with a per-share exercise price equal to or greater than the per-share value of the merger consideration were cancelled for no consideration.

One Florida Bank operated five financial centers in the greater Orlando, Florida market and one financial center in the Florida Panhandle. The acquisition expands the Company's presence in Florida and establishes a significant position in the high-growth Orlando metropolitan market.

The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. As the acquisition was completed subsequent to June 30, 2026, the results of operations of OFB Bancshares, Inc. are not included in the Company's consolidated financial statements as of or for the three and six months ended June 30, 2026.

The Company is in the process of determining the fair values of assets acquired and liabilities assumed; as such, the initial accounting for the acquisition is incomplete as of the date these consolidated financial statements were issued, and the disclosures required by ASC 805, including the preliminary allocation of the purchase price and other disclosure information, have not yet been finalized. The Company will provide the required acquisition-related disclosures in subsequent filings as the preliminary purchase accounting and related valuation analysis are completed, which is expected to occur during the third quarter of 2026.