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.
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.
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.
Represents bank-level data.
Including loans 90+ days past due and still accruing.
Enhancing IBCP's Existing Footprint In Central Michigan
Barry County Calhoun County Allegan County 3HCB Branches
1HCB Branch
1HCB Branch
$476MDeposits
$66MDeposits
$38MDeposits
1st
Market Rank
5th
Market Rank
6th
Market Rank
$90kMedian HHI
$64kMedian HHI
$87kMedian HHI
9.6%'26 - '31 HHI Δ
6.4%'26 - '31 HHI Δ
9.6%'26 - '31 HHI Δ
Kent County 1HCB Branch
$25MDeposits
23rd
Market Rank
$89kMedian HHI
12.0%'26 - '31 HHI Δ
Ottawa County1 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%
$4.3BC&I 14%
$0.4BMultifam.
3%
C&I
4%
Resi. 35%
$4.7BC&I 13%
CLD 6%
Consumer
12%
Deposit CompositionOther 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%
$4.8BMMDA +
Savings 51%
Other IB 10%
CDs
<$100k 6%
CDs
$100k+ 9%
NIB
20%
$0.5BMMDA +
Savings 65%
CDs
<$100k $100k+
CDs
6%
10%
NIB 22%
$5.3BMMDA +
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
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.
Based on 1,000,000 HCBN shares outstanding, inclusive of 75,111 ESOP shares.
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.
Tangible book value per share is defined as total shareholders' equity less goodwill and other intangible assets divided by end of period shares outstanding.
Based on assumptions as of announcement date; Subject to change at transaction closing.
INDEPENDENT
BAN K
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