Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On
The following table shows number of Units held by the executive officers of Professional as ofDecember 19, 2022 and the Unit Appreciation Payments to be made to each: Name No. of Units Held Unit Appreciation Payment (in shares of Class A Common Stock1 Abel L. Iglesias 104,500 49,530 Mary Usategui 52,500 23,657 Michael C. Sontag 0 0 Ryan L. Gorney 20,000 7,586
[1] Reflects the total number of full shares to be delivered without giving effect to the withholding of shares to satisfy tax withholding obligations.
Item 8.01 Other Events.
As previously reported, on
Seacoast and Professional have announced that the Mergers are expected to be
completed on
Cautionary Language Regarding Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K, including
statements included or incorporated by reference in this Current Report on Form
8-K, are not statements of historical fact and constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, and are intended to be protected by the safe harbor provided by that
Act. These statements are subject to risks and uncertainties and include
information about possible or assumed future results of operations of Seacoast
after the Mergers are completed, as well as information about the Mergers. Words
such as "believes," "expects," "anticipates," "estimates," "intends," "would,"
"continue," "should," "may," or similar expressions, or the negatives thereof,
are intended to identify forward-looking statements, but are not the exclusive
means of identifying such statements. Many possible events or factors could
affect the future financial results and performance of each of Seacoast and the
Company before the Mergers or Seacoast after the Mergers, and could cause those
results or performance to differ materially from those expressed in the
forward-looking statements. These possible events or factors include, but are
not limited to: (a) general business and economic conditions, either globally,
nationally, in the
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obtained or are obtained subject to conditions that are not anticipated; (f) the
parties' ability to achieve the synergies and value creation contemplated by the
proposed Mergers; (g) the parties' ability to promptly and effectively integrate
the businesses of Seacoast and the Company, including unexpected transaction
costs, including the costs of integrating operations, severance, professional
fees and other expenses; (h) the diversion of management time on issues related
to the Mergers; (i) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement; (j) the effect
of the announcement or pendency of the Mergers on each of Seacoast's and the
Company's respective customer, employee and business relationships, operating
results, and business generally; (k) deposit attrition, operating costs,
customer loss and business disruption following the proposed Mergers, including
difficulties in maintaining relationships with employees, may be greater than
expected; (l) reputational risks and the reaction of the companies' customers to
the proposed Mergers; (m) customer acceptance of the combined company's products
and services; (n) increased competitive pressures and solicitations of customers
and employees by competitors; (o) the failure to consummate or delay in
consummating the Mergers for other reasons; (p) the outcome of any legal
proceedings that may be instituted against Seacoast or the Company related to
the Merger Agreement or the Mergers; (q) changes in laws or regulations; (r) the
dilution caused by Seacoast's issuance of additional shares of its common stock
in the Merger or related to the Merger; (s) the sale price of Seacoast common
stock could decline before the completion of the Mergers, including as a result
of the financial performance of Seacoast or the Company or more generally due to
broader stock market movements and the performance of financial companies and
peer group companies; (t) changes in interest rates, deposit flows, loan demand,
and real estate values; and (u) the ongoing impacts and disruptions resulting
from COVID-19 or other variants on the economies and communities
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 "Risk Factors" section of the
definitive proxy statement, dated
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