Independent Bank Corporation

Item 1A. Risk Factors

When evaluating the risk of an investment in our common stock, potential investors should carefully consider the risk factors appearing in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025.

On March 18July 1, 2026, we announced that Independent Bank Corporation ("IBCP") had enterecompleted into a defints acquisitive merger agreement (Merger Agreement) with on of HCB Financial Corp. (HCB) pursuant to which IBCP will acquire HCB in a stock and cash transaction (the Merger). The following represents material changes in our risk factors from the risk factors set forth in our Annual Report on Form 10-K.

The Merger may not be consummated, which could have an adverse impact o, as updated in our business and on the value of our common stock.

We expect the Merger to close duringQuarterly Report on Form 10-Q for the thirdfirst quarter of 2026, but t.

The Merger iintegration of HCB and its subject to a numbesidiary, Highpoint Community Bank, into our of closing conditions, many of which are beyondperations involves significant risks and uncertainties that could adversely affect our control. If these cbusiness, financial conditions are not satisfied or waived, the Merger will not b, and results of operations.

On July 1, 2026, we completed. Certai the acquisition of HCB, the conditions that remain to be satisfied include (without limitholding company for Highpoint Community Bank. We expect to complete the full systems integration):

approval by HCB shareholder of Highpoint Community Bank's operations of the Merger Agreement and tn November 9, 2026. The Merger;

receiptsuccessful integration of required regulatory approvalsHCB's operations is subject to a number of risks, including the approval of the Federal Reserve: challenges in consolidating banking operations, technology platforms, and the Michigan Departmentdata systems; difficulties in retaining key employees and customers of Insurance and Financial Services;

continued accuracy of Highpoint Community Bank; disruption to our ongoing business during the representatintegration process; diversion of management attentions and warrantiresources made by from othe partiesr strategic initiatives; the Merger Agreement;

performance by each party of itsfailure to achieve anticipated cost savings, respective obligations under venue synergies, or othe Merger Agreement;

absencer financial benefits of any injuncthe acquisition, order, or decree the restraining, enjoining or otherwise prohibitalization of such benefits taking the Mergerlonger than expected; and

absence of any material adverse change in the financial condition, business, or results  unanticipated integration costs or liabilities. We estimated cost savings equal to approximately 40% of HCB's operations of IBCP and HCB.

Additionally, we mayng expenses; however, there can become subject to litigation related to the Merger. As a result, the Merger may not close o no assurance that these savings will be realized in the amounts or on the timelintable we currently expect, or at all. Fanticipate. Any failure to completemanage the Merger or any delays in completing the Merger on the termsintegration process effectively or to realize the and timing we currently expectticipated benefits of the acquisition could have an a material adverse impaeffect on our future business and , financial condition, and results of operations due to several factors, including (without limitation):

having to p.

The loan portfolio acquired from HCB may significant transaction costs without represent credit qualizing any ofty risks the anticipated benefits of completingat differ from or exceed the Merger;

failing to pursue other beneficiose reflected in our historical opportunities due to the focus of our management on the Merger, without realizing any of experience.

As of June 30, 2026, HCB had total loans and loans held for sale of approximately $371.9 million. We are in the anticipated benefitsprocess of completing the Merger; and

declines in our share price to the extent that the current market prices reflect an assumption by our preliminary purchase accounting for the market that the Merger will be completed

The Mergeracquired loan portfolio, including the integrdetermination of HCBs operations with our operatacquisitions, may be more difficult, costly, or time-consuming than expected,-date fair values and the establishment of and we may fail to realize the anticipat allowance for credit losses under ASC 326 for acquired non-purchased benefits of the Merger.

credit deteriorated loans. The success of the Merger will depeacquired portfolio includes commercial and on, among other things, our ability to integrateretail loans originated under HCB and the operations of its subsidiary bank, Highpoint Community Bank, into's underwriting standards, which may differ from our business in a mannerown. To the extent that achieves the anticipatcquired benefits of the Merger. If we are not able to successfully achieve these objectiveloans have credit characteristics, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than econcentrations, or loss rates that differ from our expected. In addiation, the actual cost savings and s, we could experience higher-than-anticipated benefits of the Merger could be less than anticipated, and integraticredit losses or be required to increase our provision may result in additional unforeseen expenfor credit losses.

T, eithere is a significant degree of difficulty inherent in the proces of which could have a material adverse effect on our results of integoperatingons an acquisition, including challengesd financial consolidating certain operadition. In additions and functions; challenges integ, HCB's loan-to-deposit rating technologies, procedureso was approximately 67% as of year-end 2025, and policies; and difficulties in retaining key personnel. The integration may involve delays or additionthe redeployment of excess liquidity into higher-yielding commercial and unforeseen expenses. The integration process and otloans, while consistent with our strategy, carries inher disrupent credit risk.

The acquisitions  of HCB will resulting from the Merger may also disrupt our ongoing business. Any failure to successfully or cost-effectively integr in a material increase in goodwill and other intangible assets, which could be subject to impairment.

We paid aggregate HCB following the closingmerger consideration of the Merger, if it occurs, oapproximately $74.9 million in a timely basis could havecombination of IBCP common stock an adverse effect on the revenues, expenses, d cash for all outstand operating sharesults of the combined company following tHCB stock. The completionexcess of the Merger, which may adpurchase price oversely affect t the fair value of the common stock of the combinnet assets acquired will be recorded company following as goodwill and othe completion of the Merger.

IBCP and HCB r intangible assets. Goodwill be subject to various uncertainties while the Merger is pending that could adverseis not amortized but is tested for impairment at least annually and more frequently affect our financial results or the anticipif events or circumstances indicated benefits of the Merger.

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U that impairmencertainty about the effect of the Merger on counterparties to contracts, employees, customert may exist. Intangible assets with definite useful lives, such as core deposit intangibles, and other pare amorties may have an adverse effect on us or the anticipzed over their estimated benefits of the Merger. These uncertainties could cause contract counterparties, cuuseful lives. A significant decline in our stomers, and others who deal with us or HCB to seek to ck price, deterioration in market conditions, adverse change existing business res in applicable laws or regulationships and may impact ou, or and HCBs ability to attry number of other fact, retain,ors could result in and motivate key personnel until the Me impairment charger is, which completed and for a puld have a materiod of time thereafter.

The pursuit of the Merger al adverse effect on our financial condition and the preparesults of operation for ts.

The integratacquisition of the two companies may place a significant burden oHCB has resulted in an increase in our management and internal resources. This could afftotal consolidated assets to approximately $6.3 billion and may subject our financialus to increased results prior togulatory scrutiny and/or following t compliance obligations.

The completion of the Merger and could limit us from making other changeHCB acquisition has increased our total consolidated assets to our business prior to completion of the Merger or terminapproximately $6.3 billion. As our asset size increases, we may be subject to heightened regulatory expectation of the Merger Agreement.

We exs with respect to incur substantienterprise risk management, capital transactionplanning, costs in mpliance, and connesumer protection with the Merger.

We. Any failure to satisfy evolving regulatory expect to incur a significant amount of non-recurring expensesations or conditions imposed in connection with tregulatory approvals of the Mmerger, including invest could result in enforcement banking, lactions, additional

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regal, accounting, consulting, and other expenses. In general, these expenses are payable by us whether or not the Merger is completed. Addulatory requirements, or restrictions on our business activities, any of which could have a material adverse effect on our business, financial conditional unanticipated costs, and results of operations.

We may be incurred following consummexposed to litigation, regulatory, or reputation of the Merger inal risks associated with HCB or Highpoint Community Bank the course of integratat were not fully identified during HCBs businesses into our business. We cannot be certain the eliminaour due diligence review.

Although we conducted due diligence in connection with the acquisition of duplicative costs , there may be liabilities, legal or the realization of other effregulatory exposures, compliance deficiencies rela, or reputational risks associated to the integration ofwith HCB's business that were not identified or that prove two businesses will offset the transae more significant than anticipated. Any such liabilities or exposures could result in losses, regulatory sanction and integrs, or harm to our reputation costs in the near , which could have a materm, or at allial adverse effect on our business, financial condition, and results of operations.