Independent Bank CorporationNASDAQ: IBCP

Acquisition of HCB Financial Corp

· Issued by Independent Bank Corporation
MICHIGAN'S MOST PEOPLE FOCUSED BANK

March 18, 2026



Michigan's Most People Focused Bank

Independent Bank Corporation (IBCP) + HCB Financial Corp. (HCBN)



Strategic Fit

  • Fortifies Scale in Attractive Michigan Markets

    Strategic partnership with a high-quality community bank (~$600M in assets)

    that bolsters IBCP's existing footprint between Grand Rapids and Lansing

  • Supports IBCP's Strategy to "Out-Local" the Competition

    Local bankers will continue to serve Highpoint's long-standing clients with an enhanced product suite and broader lending capabilities

  • Low-Cost Funding Base With Excess Liquidity

    Highpoint's deposit cost of 1.50% and low loan-to-deposit ratio of 67% provide flexibility to further scale relationships across the combined footprint

    Operational Alignment

  • Shared Cultural & Credit Philosophies

    Both organizations operate under a high-touch model that prioritizes local relationships and a commitment to sound credit quality

  • Aligned Go-to-Market Approach

    Entrepreneurial cultures that empower local teams with the autonomy to drive client engagement while maintaining accountability

    Grand Rapids

    Traverse City

    Bay City Saginaw

    Lansing

    IBCP (59)

    HCBN (7)

    Low Integration Risk

  • Minimized Risk

    Manageable asset size, shared operating philosophies, mutual familiarity and strong credit quality across multiple cycles

  • Thorough Due Diligence

Comprehensive review of loan and deposit portfolios, key personnel and financial outlook

Kalamazoo

Detroit

Source: S&P Capital IQ Pro and FactSet. Financial data as of, or for the three months ended, 12/31/25 unless otherwise noted.



  1. Pro forma impact is presented for illustrative purposes only and is subject to change based on final purchase accounting entries. EPS accretion illustrated assuming no

    standalone share buybacks and excludes any restructuring charges.

  2. The tangible book value per share ("TBVPS") earnback is calculated using the crossover method.

3

Pro Forma Impact(1)

~6%

2027E EPS Accretion(1)

~4%

TBVPS Dilution

~3.4 Yrs

TBVPS Earnback(2)

~11.5%

CET1 Ratio at Closing

~13.5%

TRBC Ratio at Closing



Overview of HCB Financial Corp. 4

A High-Quality Community Bank with Excess Liquidity, Low-Cost Deposit Base & Strong Credit

5.44%

Q4 Loan Yield

CLD 1%

NIB 20%

$532M

Multifam.

3%

C&I 4%

Consumer 2%

Other 12%

Resi. 31%

CDs

$100k+ 9%

20%

NIB Deposits

$354M

CDs

<$100k

6%

MMDA + Savings 65%

1.50%

Q4 Cost of Total Deposits

NOO CRE

28%

OO CRE 19%



Founded: 1886

HQ: Hastings, MI

OTCPK Listed: HCBN

HCBN: 7

Key Financial Highlights(1)

Balance Sheet

$590M

Assets

$354M

Loans HFI

$532M

Deposits

67%

Loans / Deposits

Profitability

1.01%

ROAA

3.44%

FTE NIM

64%

Efficiency

14%

Fee Income %

Capital &

Credit Quality

15.2%

CET1

0.03%

NPAs / Assets(2)

0.00%

5-Yr NCOs

218%

CRE / TRBC

Loan & Deposit Composition(1)

Source: S&P Capital IQ Pro. Data as of, or for the twelve months ended, 12/31/25 unless otherwise noted.

  1. Represents bank-level data.

  2. Including loans 90+ days past due and still accruing.

Enhancing IBCP's Existing Footprint In Central Michigan

Barry County Calhoun County Allegan County 3

HCB Branches

1

HCB Branch

1

HCB Branch

$476M

Deposits

$66M

Deposits

$38M

Deposits

1st

Market Rank

5th

Market Rank

6th

Market Rank

$90k

Median HHI

$64k

Median HHI

$87k

Median HHI

9.6%

'26 - '31 HHI Δ

6.4%

'26 - '31 HHI Δ

9.6%

'26 - '31 HHI Δ

Kent County 1

HCB Branch

$25M

Deposits

23rd

Market Rank

$89k

Median HHI

12.0%

'26 - '31 HHI Δ

Ottawa County

1 New HCB Branch Opening In Q1 2026



Source: S&P Capital IQ Pro. Deposit data per FDIC summary of deposits as of 6/30/25. Market rankings are pro forma for pending or recently completed acquisitions.



Cost of Total Deposits

Highpoint's deposit costs consistently below

peers across multiple cycles

2.00%

1.40%

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Highpoint

Michigan Banks(1)





Source: S&P Capital IQ Pro. Represents annual data. Note: Highpoint data represents bank-level financials.

(1) Represents Michigan Banks aggregate as compiled by S&P Capital IQ Pro.

Net Chargeoffs / Average Loans

Highpoint's cumulative net chargeoffs since 2015 are 0.33%

versus peers at 0.87% with no net chargeoffs since 2020

0.26%

0.11%

0.06%

0.00%

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Highpoint Michigan Banks(1)

NPAs + 90 / Assets

~75 basis point average differential versus peers since 2015

2.50%

1.31%

0.80%

0.03%

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Highpoint Michigan Banks(1)







Pro Forma Loan and Deposit Composition



Loan Composition

OO CRE 15%

NOO CRE 15%

Multifam.

3%

OO CRE 19%

NOO CRE 28%

OO CRE

15%

NOO CRE 15%

Multifam.

3%

Resi. 35%

$4.3B

C&I 14%

$0.4B

Multifam.

3%

C&I

4%

Resi. 35%

$4.7B

C&I 13%

CLD 6%

Consumer

12%

Deposit Composition

Other 0%

Resi.

31%

Other 12%

CLD

1%

Consumer 2%

CLD 6%

Consumer

12%

Other

1%

Yield on Loans: 5.67%

Yield on Loans: 5.44%

Yield on Loans: 5.66%

CDs

<$100k 6%

CDs

$100k+

11%

NIB 22%

$4.8B

MMDA +

Savings 51%

Other IB 10%

CDs

<$100k 6%

CDs

$100k+ 9%

NIB

20%

$0.5B

MMDA +

Savings 65%

CDs

<$100k $100k+

CDs

6%

10%

NIB 22%

$5.3B

MMDA +

Savings 53%

Other IB 9%

Cost of Deposits: 1.67%

Loans / Dep.: 89%

Cost of Deposits: 1.50%

Loans / Dep.: 67%

Cost of Deposits: 1.66%

Loans / Dep.: 87%





Source: S&P Capital IQ Pro. Data as of, or for the three months ended, 12/31/25.

Note: Financial data per bank regulatory filings; excludes purchase accounting.



Key Transaction Terms

Structure & Consideration

  • Aggregate transaction value of approximately $70.2 million(1)(2)

  • Fixed exchange ratio of 1.590 IBCP shares plus $17.51 in cash for each HCBN share outstanding; equates to $70.19 per share of HCBN stock(1)

  • Implied consideration mix of approximately 75% stock / 25% cash(1)(2)

    Valuation(1)

  • Price / 12/31/25 TBVPS: 148% / Pay-to-trade: 103%(3)

  • Price / 2025 GAAP EPS: 11.5x

  • Price / 2027E GAAP EPS + Fully Phased-In Synergies: 6.6x

    Ownership

  • ~93% IBCP / ~7% HCBN

    Board

  • One HCBN director to join IBCP and Independent Bank Boards following closing

    Timing & Approvals

  • Targeted closing date in early third quarter of 2026

  • Customary regulatory approvals and closing conditions

  • Approval of HCBN shareholders





  1. Based on IBCP's closing price of $33.13 on 3/17/26. Assumes no adjustment to merger consideration. See definitive merger agreement for limited adjustment scenarios. Per the terms of the definitive agreement, the shares issued to the ESOP will be repurchased 2 days after closing, currently calculated as approximately $4M, resulting in the ESOP receiving 100% cash consideration.

  2. Based on 1,000,000 HCBN shares outstanding, inclusive of 75,111 ESOP shares.

  3. Pay-to-trade defined as the transaction Price / TBVPS multiple divided by IBCP's standalone Price / TBVPS multiple.

    Key Transaction Assumptions

    Earnings

    • IBCP projections based on mean Wall Street consensus net income estimates

    • HCBN projections based on IBCP management's estimates following comprehensive due diligence

      Cost Savings

    • Cost saves equal to 40.0% of HCBN's noninterest expense (50% phased in 2026; 100% in 2027)

    • Revenue synergies were identified, but not included

      Transaction

      Costs

    • One-time, pre-tax merger expenses of $8.8 million, fully realized in pro forma tangible book value estimate at closing

      Loan Credit Mark

    • Gross credit mark of $4.0 million, or 1.1% of HCBN's MRQ loans held for investment (1.0x 12/31 ACL)

      o Utilizes early adoption of FASB's new standard for purchased assets, resulting in no accretable credit mark

      Loan Interest Rate Mark

    • $9.2 million pre-tax loan interest rate write-down, accreted over 4 years using straight-line methodology

      Intangibles

    • Core deposit intangible of 2.50% of non-time deposits, amortized sum-of-years digits over 10 years

      Other

    • Unrealized AFS securities portfolio loss of $1.1 million after-tax, accreted over 3 years using straight-line methodology

    • Fixed asset write-up of $2.4 million pre-tax, amortized over 25 years using straight-line methodology



    • Modeled as 6/30/26 closing date



Key Takeaways



  • Enhances scale within existing geographic footprint

  • Attractive financial returns with strong EPS accretion given transaction size and digestible tangible book value earnback

  • Strong capital and liquidity position at closing



  • Clean credit profile across multiple cycles

  • Opportunity to deploy Highpoint's excess liquidity through IBCP's strong loan pipeline

  • Detailed and robust due diligence process

  • Shared values - culture, leadership & strategic familiarity



  • Lower risk, "backyard" transaction benefitting from a successful and prudent integration track record





INDEPENDENT

BAN K

Appendix

Pro Forma Earnings Per Share Reconciliation

$ millions

EPS Reconciliation Build

2027E

IBCP full year net income consensus mean estimate

$76.0

HCBN net income

5.4

After-tax transaction adjustments

Cost savings

$5.1

Opportunity cost of cash

(0.8)

Accretion of fair value marks (loans and securities) (1)

2.1

Intangibles amortization

(1.5)

Fixed asset amortization

(0.1)

IBCP pro forma net income

$86.3

IBCP weighted average diluted shares outstanding

20.8

Shares issued to HCBN, net of ESOP cashout

1.5

Pro forma weighted average diluted shares outstanding

22.3

Pro forma earnings per share

$3.87

IBCP standalone EPS

$3.65

$ - EPS Accretion to IBCP

$0.22

% - EPS Accretion to IBCP

6.1%



(1) Estimated fair value marks accreted back through earnings based on the estimated expected lives of individual assets.



Purchase Accounting Summary

Basic Shares

Tangible Book Value Per Share Impact $ millions (millions) $ Per Share

Goodwill & Other Intangible Asset Recognition $ millions

IBCP tangible book value per share as of 12/31/25 (1)

$474 20.5 $23.05

Aggregate merger consideration $70

(+) two quarters of consensus earnings prior to close

36

(-) two quarters of consensus dividends prior to close

(12)

(+) amortization of existing intangibles

0

IBCP standalone tangible book value per share at close

$499

20.5

$24.26

Pro Forma Merger Adjustments

(+) Stock issued to common

$53

1.6

(-) Goodwill & intangibles created (2)

(29)

(-) After-tax restructuring expenses

(7)

(-) ESOP cashout

(4)

(0.1)

Standalone HCBN tangible book value at close

49

(-) Net Impact of fair value adjustments

(5)

Adjusted tangible book value at closing

$44

Excess over adjusted tangible book value

$26

(-) Core deposit intangible created

(11)

(+) DTL on intangibles created

3

Goodwill created

$18

Goodwill & intangibles created

$29

IBCP pro forma tangible book value per share at close

$512

22.0

$23.24

($) dilution to IBCP

($1.02)

(%) dilution to IBCP

(4.2%)



Note: Pro forma metrics projected to closing based on financial data as of December 31, 2025; Market data as of 3/17/26.



  1. Tangible book value per share is defined as total shareholders' equity less goodwill and other intangible assets divided by end of period shares outstanding.

  2. Based on assumptions as of announcement date; Subject to change at transaction closing.

INDEPENDENT

BAN K



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