Filed Pursuant to Rule 424(b)(3)
Registration No. 333-222280

PROSPECTUS OF FCB FINANCIAL HOLDINGS, INC. FOR UP TO

1,933,415 SHARES OF CLASS A COMMON STOCK AND

PROXY STATEMENT OF FLORIDIAN COMMUNITY HOLDINGS, INC.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The Board of Directors of FCB Financial Holdings, Inc. (“FCB”) and the Board of Directors of Floridian Community Holdings, Inc. (“Floridian Community”) have unanimously approved and adopted an Agreement and Plan of Merger (the “Merger Agreement”), by and among FCB, Flamingo Sub, Inc., a wholly owned subsidiary of FCB (“Merger Sub”), and Floridian Community. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Floridian Community (the “Merger”), with Floridian Community becoming wholly owned by FCB. Immediately thereafter, Floridian Community will merge with and into FCB (the “Parent Merger”), with FCB as the surviving corporation in the Parent Merger. In addition, following the Merger, Floridian Community Bank, a Florida-chartered bank and wholly owned subsidiary of Floridian Community (“Floridian Community Bank”), will merge with and into Florida Community Bank, N.A., a wholly owned subsidiary of FCB (“FCB Bank”) (the “Bank Merger”), with FCB Bank being the surviving bank in the Bank Merger.

If the Merger Agreement is approved by the holders of a majority of the shares of Floridian Community and the Merger is subsequently completed, each share of Floridian Community common stock owned by each Floridian Community shareholder will be converted into the right to receive 0.4584 shares (the “Exchange Ratio”) of FCB Class A common stock. FCB will pay cash for any fractional shares resulting from application of the Exchange Ratio. The Exchange Ratio is subject to adjustments for stock splits, stock dividends, recapitalization, or similar transactions. Based on the number of shares of Floridian Community common stock outstanding on January 9, 2018 (including shares which may be delivered pursuant to options exercised prior to closing), we expect that the payment of the Merger consideration will require FCB to issue approximately 1,933,415 shares of FCB Class A common stock. Based on the number of issued and outstanding shares of FCB Class A common stock and Floridian Community common stock as of January 9, 2018, and based on the Exchange Ratio of 0.4584, holders of shares of Floridian Community common stock as of immediately prior to the closing of the Merger will hold, in the aggregate, approximately 4.3% of the issued and outstanding shares of FCB Class A common stock immediately following the effectiveness of the Merger.

FCB Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FCB.” On November 24, 2017, the last business day prior to the public announcement of the Merger, the closing price of a share of FCB Class A common stock was $48.55, which, after giving effect to the Exchange Ratio of 0.4584, results in an implied value of approximately $22.26 per share of Floridian Community common stock as of such date. On January 9, 2018, the latest practicable date before the date of this proxy statement and prospectus, the closing price of a share of FCB Class A common stock was $53.15, which, after giving effect to the Exchange Ratio of 0.4584, results in an implied value of approximately $24.36 per share of Floridian Community common stock as of such date. You should obtain a current market quotation for FCB Class A common stock before you vote.

The Merger cannot be completed unless the holders of a majority of the issued and outstanding shares of common stock of Floridian Community vote to approve the Merger Agreement. Floridian Community will hold a special meeting of its shareholders to vote on this Merger proposal. Your vote is very important. Whether or not you plan to attend the shareholder meeting, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote in favor of the Merger Agreement. Not returning your card will have the same effect as a vote against the Merger Agreement.

The date, time and place of the meeting are as follows:

February 20, 2018, at 9:00 a.m., local time

Floridian Community Bank’s Delray Beach Branch Office

4850 West Atlantic Avenue

Delray Beach, Florida 33445

This proxy statement and prospectus provides you with detailed information about the special meeting and the proposed Merger. It also contains or references information about Floridian Community and FCB. You can also get information about FCB from publicly available documents that have been filed with the Securities and Exchange Commission.

We strongly support the Merger of our companies. The Board of Directors of Floridian Community recommends that you vote in favor of the Merger Agreement.

For a discussion of certain risk factors which you should consider in evaluating the Merger, see “Risk Factors” beginning on page 19. We encourage you to read this entire document carefully.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued pursuant to, or passed upon the accuracy or adequacy of the disclosures in, this proxy statement and prospectus. Any representation to the contrary is a criminal offense.

These securities are not savings or deposit accounts or other obligation of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other federal or state governmental agency.

Proxy statement and prospectus dated January 16, 2018, and first mailed to Floridian Community shareholders on or about January 19, 2018.

FLORIDIAN COMMUNITY HOLDINGS, INC.

5599 South University Drive

Davie, Florida 33328

NOTICE OF SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON

FEBRUARY 20, 2018

To Our Shareholders:

We will hold a special meeting of the shareholders of Floridian Community Holdings, Inc. (“Floridian Community”) on February 20, 2018, at 9:00 a.m. local time, at Floridian Community Bank’s Delray Beach Branch Office at 4850 West Atlantic Avenue, Delray Beach, Florida 33445.

The purposes of the special meeting are the following:

The proxy statement and prospectus describes the Merger Agreement and the proposed Merger in detail and includes, as Annex A, the complete text of the Merger Agreement. We urge you to read these materials for a description of the Merger Agreement and the proposed Merger. In particular, you should carefully read the section captioned “Risk Factors” beginning on page 19 of the accompanying proxy statement and prospectus for a discussion of certain risk factors relating to the Merger.

The Board of Directors of Floridian Community has fixed the close of business on January 10, 2018, as the record date for determining those shareholders who are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. Approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Floridian Community common stock on each such proposal at the Floridian Community special meeting. As a result, abstentions and broker non-votes will have the same effect as votes against approval of the Merger Proposal. Approval of the Adjournment proposal requires the affirmative vote of the holders of at least a majority of the shares of Floridian Community common stock represented at the Floridian Community special meeting where a quorum is present.

Our shareholders are entitled to assert dissenters’ rights of appraisal in connection with the proposed Merger under Sections 607.1301—607.1333 of the Florida Business Corporation Act, a copy of which is attached as Annex D to the accompanying proxy statement and prospectus.

The Floridian Community Board of Directors recommends that you vote “FOR” (1) approval of the Merger Proposal; and (2) approval of the Adjournment Proposal.

Whether or not you plan to attend the special meeting in person, please submit your proxy by completing, signing, and dating the enclosed proxy card and returning it as soon as possible using the enclosed postage-prepaid envelope. If you attend the special meeting, you may vote in person if you wish, even if you have previously submitted your proxy. Not submitting your proxy will have the same effect as a vote against the Merger Proposal.

By Order of the Board of Directors

Joseph S. Marzouca

Chairman and Chief Executive Officer

January 16, 2018

Davie, Florida

ADDITIONAL INFORMATION

This document incorporates important business and financial information about FCB from other documents filed by FCB with the Securities and Exchange Commission (“SEC”) that are not delivered with or included in this document. This information (including the documents incorporated herein by reference) is available to you without charge upon your written or oral request. You may request these documents in writing or by telephone at the following addresses and telephone numbers:

FCB Financial Holdings, Inc.

Attn: Investor Relations

2500 Weston Road, Suite 300

Weston, Florida 33331

Telephone: (954) 984-3313

To ensure timely delivery, shareholders must request the documents containing the information described above no later than five (5) business days prior to the date of the special meeting of the Floridian Community shareholders. Accordingly, if you would like to make such a request, please do so by February 12, 2018, in order to receive the requested information before the meeting.

You can also obtain copies of the documents incorporated by reference in this document through the SEC’s website at www.sec.gov. See “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 94.

ABOUT THIS PROXY STATEMENT AND PROSPECTUS

This proxy statement and prospectus, which forms part of a Registration Statement on Form S-4 filed with the SEC, constitutes a prospectus of FCB under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of FCB Class A common stock to be issued to shareholders of Floridian Community as consideration in the Merger of Merger Sub with and into Floridian Community, as more fully described herein. This proxy statement and prospectus also constitutes a proxy statement of Floridian Community, including a notice of meeting with respect to the special meeting of Floridian Community shareholders.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement and prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement and prospectus. This proxy statement and prospectus is dated January 16, 2018, and you should assume that the information in this proxy statement and prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement and prospectus is accurate as of the date of such incorporated document. Neither the mailing of this proxy statement and prospectus to Floridian Community shareholders nor the issuance by FCB of shares of FCB Class A common stock in connection with the Merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

AND THE FLORIDIAN COMMUNITY SHAREHOLDER MEETING

You should review the background of and reasons for the Merger described in greater detail beginning on page 30.

Because the Exchange Ratio is fixed (except for customary anti-dilution adjustments), the value of the Merger Consideration that you will receive will depend on the market price of FCB Class A common stock when you receive your shares of FCB Class A common stock. The implied per share value of the Merger Consideration, based upon FCB’s closing stock price on January 9, 2018, the most recent practicable trading day before the date of this proxy statement and prospectus, was $24.36 per share. No assurance can be given that the current market price of FCB Class A common stock will be equivalent to the market price of FCB Class A common stock on the date that shares of FCB Class A common stock are received by a Floridian Community shareholder or at any other time. You should obtain current market prices for shares of FCB Class A common stock, which are listed on the NYSE under the symbol “FCB.”

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Floridian Community Holdings, Inc.

5599 South University Drive

Davie, Florida 33328

Attention: Joseph S. Marzouca

Chief Executive Officer

Telephone: (954) 434-8050

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document, and the information included or incorporated by reference into it, contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe,” “continue,” “pattern,” “estimate,” “project,” “intend,” “anticipate,” “expect” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the benefits of the Merger, including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings, as well as other statements of expectations regarding the Merger, and other statements of FCB’s goals, intentions and expectations; statements regarding FCB’s business plan and growth strategies; statements regarding the asset quality of FCB’s loan and investment portfolios; and estimates of FCB’s risks and future costs and benefits, whether with respect to the Merger or otherwise.

These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things:

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The foregoing list of important factors may not be all inclusive, and we specifically decline to undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. For a further discussion of these and other risks, uncertainties and other factors applicable to FCB and Floridian Community, see “Risk Factors” in this proxy statement and prospectus and FCB’s other filings with the SEC incorporated by reference into this proxy statement and prospectus.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement and prospectus, including the matters addressed under the section “FORWARD-LOOKING STATEMENTS,” you should carefully consider the following risk factors in deciding how to vote for the Merger Proposal presented in this proxy statement and prospectus. You should also consider the other information in this proxy statement and prospectus and the other documents incorporated by reference into this proxy statement and prospectus. See “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 94.

Risk Factors Relating to the Merged Company and Its Industry

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of the Merger may not be realized.

Even though FCB has acquired other financial services businesses in the past, the success of the Merger with Floridian Community will depend on a number of factors, including, but not limited to, the merged company’s ability to:

FCB’s failure to successfully integrate Floridian Community into its business may adversely affect its financial condition and results of operations.

The value of the consideration to be received by Floridian Community shareholders in the Merger will fluctuate.

If the Merger is completed, Floridian Community shareholders will receive a number of shares of FCB Class A common stock based on a fixed Exchange Ratio of 0.4584 shares of FCB Class A common stock for each share of Floridian Community common stock. Because the market value of FCB Class A common stock may (and likely will) fluctuate, the value of the stock consideration you receive for your shares may also fluctuate. The market value of FCB Class A common stock could fluctuate for any number of reasons, including those specific to FCB and those that influence trading prices of equity securities generally. As a result, you will not know the exact value of the shares of FCB Class A common stock you will receive at the time you must vote your shares. The value of FCB Class A common stock on the closing date of the Merger may be greater or less than the market price of FCB Class A common stock on the record date, on the date of this proxy statement and prospectus or on the date of the special meeting. Moreover, the fairness opinion of Hovde is dated November 27, 2017, and speaks only as of that date. Changes in the operations and prospects of FCB and Floridian Community, general market and economic conditions and other factors which are both within and outside of the control of FCB and Floridian Community, on which the fairness opinion is based, may alter the relative value of the companies. Therefore, the fairness opinion does not address the fairness of the Exchange Ratio at the time the Merger will be completed.

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We encourage you to obtain a current market quotation for FCB Class A common stock because the value of any FCB shares you receive may be more or less than the value of such shares as of the date of this document.

The merged company’s allowance for loan losses may not be adequate to cover actual loan losses.

The merged company’s loan customers may not repay their loans according to their terms, and the customers’ collateral securing the payment of their loans may be insufficient to assure repayment. As of September 30, 2017, approximately 48.9% of the merged company’s loans are comprised of commercial real estate and commercial lines of credit and term and development loans, which can result in higher loan loss experience than residential loans in economic downturns. The underwriting, review and monitoring that will be performed by the merged company’s officers and directors cannot eliminate all of the risks related to these loans.

Each of FCB and Floridian Community make various assumptions and judgments about the collectability of their respective loan portfolios and provide an allowance for loan losses based on a number of factors. If the assumptions are wrong or the facts and circumstances subsequently and materially change, the allowance for loan losses and reductions to the value of Floridian Community’s assets recorded by FCB at the time of the Merger may not be sufficient to cover the merged company’s loan losses. The merged company may have to increase its allowance for loan losses in the future, which could decrease its net income.

Deterioration in loan quality will adversely affect the merged company’s results of operations and financial condition.

Each of FCB and Floridian Community seek to mitigate the risks inherent in their respective loan portfolios by adhering to sound underwriting practices. Their lending strategies also include emphasizing diversification on a geographic, industry and customer level, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality. There is regular review of their loan portfolios, including internally administered loan “watch” lists and independent loan reviews. These evaluations take into consideration identified credit problems, as well as the possibility of losses inherent in the loan portfolio that are not specifically identified. Although FCB and Floridian Community each believe its underwriting and loan review procedures are appropriate for the various kinds of loans they make, the merged company’s results of operation and financial condition will be adversely affected in the event the quality of their respective loan portfolios deteriorates. As of September 30, 2017, FCB had $19.8 million and Floridian Community had $1.3 million in non-performing loans.

Changes in interest rates may reduce the merged company’s net interest income.

Like other financial institutions, the merged company’s net interest income will be its primary revenue source. Net interest income is the difference between interest earned on loans and investments and interest expense incurred on deposits and other borrowings. The merged company’s net interest income will be affected by changes in market rates of interest, the interest rate sensitivity of its assets and liabilities, prepayments on its loans and investments and limits on increases in the rates of interest charged on its residential real estate loans.

The merged company will not be able to predict or control changes in market rates of interest. Market rates of interest are affected by regional and local economic conditions, as well as monetary policies of the Federal Reserve. The following factors also may affect market interest rates:

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Each of FCB and Floridian Community has policies and procedures designed to manage the risks from changes in market interest rates; however, despite risk management, changes in interest rates could adversely affect the merged company’s results of operations and financial condition.

Changes in economic conditions and the geographic concentration of the merged company’s markets could adversely affect the merged company’s financial condition.

The merged company’s success will depend to a great extent upon the general economic conditions of south and central Florida. Unlike larger banks that are more geographically diversified, the merged company will provide banking and financial services to customers primarily located in these areas. Favorable economic conditions may not exist in the merged company’s markets.

A continued economic slowdown could have the following consequences:

Anti-takeover defenses may delay or prevent future mergers.

Provisions contained in FCB’s restated certificate of incorporation and bylaws (as amended) and certain provisions of Delaware law could make it more difficult for a third party to acquire FCB, even if doing so might be beneficial to FCB shareholders. See “DESCRIPTION OF FCB CAPITAL STOCK—Anti-Takeover Considerations and Special Provisions of FCB’s Restated Certificate of Incorporation, Bylaws (as amended) and Delaware Law” on page 82. These provisions could limit the price that some investors might be willing to pay in the future for shares of FCB Class A common stock and may have the effect of delaying or preventing a change in control.

If the Merger is not completed, the parties will have incurred substantial expenses without realizing the expected benefits.

FCB and Floridian Community have incurred substantial expenses in connection with the transactions described in this proxy statement and prospectus. The completion of the Merger depends on the satisfaction of several conditions. We cannot guarantee that these conditions will be met. Floridian Community expects to incur approximately $1.6 million in pre-tax Merger-related expenses and FCB expects to incur approximately $9.2 million in pre-tax Merger-related expenses, which include legal, accounting and financial advisory expenses and which excludes any termination fees, if applicable. Although some of these expenses will not be incurred if the Merger is not completed, others will and such expenses could have a material adverse impact on the financial condition of FCB and Floridian Community because they would not have realized the expected benefits of the Merger. There can be no assurance that the Merger will be completed.

The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed, which could have a negative impact on Floridian Community.

The Merger Agreement with FCB is subject to a number of conditions which must be fulfilled in order to close. Those conditions include: Floridian Community shareholder approval, regulatory approvals, the continued

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accuracy of certain representations and warranties by both parties and the performance by both parties of certain covenants and agreements. There can be no assurance that the Merger will be completed.

In addition, certain circumstances exist where Floridian Community may choose to terminate the Merger Agreement, including the acceptance of a Superior Proposal. See “THE MERGER—Exchange of Floridian Community Common Stock” for a more complete discussion of the consideration to be paid in the Merger and “THE MERGER AGREEMENT—Termination of the Merger Agreement” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated. There can be no assurance that the conditions to closing the Merger will be fulfilled or that the Merger will be completed.

If the Merger Agreement is terminated, there may be various consequences to Floridian Community, including:

If the Merger Agreement is terminated by Floridian Community due to its acceptance of a Superior Proposal or by FCB due to the failure of Floridian Community’s Board of Directors to recommend approval of the Merger Agreement to its shareholders by reason of a Superior Proposal or for certain related reasons, then Floridian Community has agreed pay to FCB a $3,100,000 termination fee. The payment of the termination fee could have a material adverse effect on Floridian Community’s financial condition, and there can be no assurance that Floridian Community would be able to complete a transaction with a party willing to pay an equivalent or more attractive price than the price FCB has agreed to pay in the Merger.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Floridian Community.

Until the completion of the Merger, with some exceptions, Floridian Community is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an Acquisition Proposal, such as a Merger or other business combination transaction, with any person other than FCB. In addition, Floridian Community has agreed to pay a termination fee of $3,100,000 to FCB if the Floridian Community Board of Directors does not recommend approval of the Merger Agreement to the Floridian Community shareholders by reason of a Superior Proposal. These provisions could discourage other companies from trying to acquire Floridian Community even though such other companies might be willing to offer greater value to Floridian Community’s shareholders than FCB has offered in the Merger Agreement. The payment of the termination fee also could have a material adverse effect on Floridian Community’s financial condition.

The market price of FCB Class A common stock after the Merger may be affected by factors different from those affecting the shares of Floridian Community or FCB currently.

Upon completion of the Merger, holders of Floridian Community common stock will become holders of FCB Class A common stock. FCB’s business differs in important respects from that of Floridian Community, and, accordingly, the results of operations of the combined company and the market price of FCB Class A common stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of FCB and Floridian Community. FCB is, and will continue to be, subject to the risks described in FCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement and prospectus. See the documents incorporated by reference in this proxy statement and prospectus and referred to under “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 94.

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Floridian Community shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

Floridian Community’s shareholders currently have the right to vote in the election of the Floridian Community Board of Directors and on other matters affecting Floridian Community. When the Merger occurs, each Floridian Community shareholder will become a shareholder of FCB with a percentage ownership of the combined organization that is smaller than the shareholder’s percentage ownership of Floridian Community. Because of this, Floridian Community’s shareholders will have less influence over the management and policies of FCB than they now have over the management and policies of Floridian Community.

Risk Factors Relating to the Merger

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Merger.

The transactions contemplated in the Merger Agreement cannot be completed until FCB receives necessary regulatory approvals, which include the approval of the Federal Reserve and the OCC under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) and the Bank Merger Act, respectively. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER—Regulatory Approvals.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approvals or delay their receipt. These regulators may impose conditions on the completion of the Merger or the Bank Merger or require changes to the terms of the Merger or the Bank Merger. Such conditions or changes could have the effect of delaying or preventing completion of the Merger or the Bank Merger or imposing additional costs on or limiting the revenues of the combined company following the Merger and the Bank Merger, any of which might have an adverse effect on the combined company following the Merger. Regulatory approvals could also be impacted based on the status of any ongoing investigation of either party or its customers, including subpoenas to provide information or investigations, by a federal, state or local governmental agency. We cannot guarantee that we will be able to obtain all required regulatory approvals, the timing of those approvals or whether any conditions will be imposed.

Certain of Floridian Community’s directors and executive officers have interests in the Merger that may differ from the interests of Floridian Community’s shareholders.

Floridian Community shareholders should be aware that some of Floridian Community’s executive officers and directors have interests in the Merger and have arrangements that are different from, or in addition to, those of Floridian Community shareholders generally. Floridian Community’s Board of Directors was aware of and considered these interests, among other matters, when making its decision to approve and adopt the Merger Agreement, and in recommending that Floridian Community shareholders vote in favor of approving the Merger Agreement. For a description of these interests, see “THE MERGER—Interests of Certain Persons in the Merger” on page 52.

Floridian Community and FCB will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on Floridian Community or FCB. These uncertainties may impair Floridian Community’s or FCB’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with Floridian Community or FCB to seek to change existing business relationships with Floridian Community or FCB. Retention of certain employees by Floridian Community or FCB may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with Floridian Community or FCB. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire

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not to remain with Floridian Community or FCB, Floridian Community’s and/or FCB’s business could be harmed. In addition, subject to certain exceptions, each of Floridian Community and FCB has agreed to operate its business in the ordinary course prior to closing. See “THE MERGER AGREEMENT—Conduct of Business Pending the Merger” on page 59 for a description of the restrictive covenants applicable to Floridian Community and FCB while the Merger is pending.

The shares of FCB Class A common stock to be received by Floridian Community shareholders as a result of the Merger will have different rights from the shares of Floridian Community common stock.

Upon completion of the Merger, Floridian Community shareholders will become FCB shareholders and their rights as shareholders will be governed by the FCB restated certificate of incorporation and bylaws (as amended). The rights associated with Floridian Community common stock may be different from the rights associated with FCB Class A common stock. Please see “COMPARISON OF SHAREHOLDER RIGHTS” beginning on page 85 for a discussion of the different rights associated with FCB Class A common stock.

The Merger may fail to qualify as a tax-free reorganization for federal tax purposes, resulting in your recognition of taxable gain or loss in respect of your shares of Floridian Community common stock.

Floridian Community and FCB intends the Merger to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. Although the IRS will not provide a ruling on the matter, each of FCB and Floridian Community will, as a condition to closing, obtain an opinion from their respective legal counsel that the Merger will constitute a “reorganization” for federal income tax purposes. These opinions will not bind the IRS or prevent the IRS from adopting a contrary position. If the Merger fails to qualify as a reorganization, you generally would recognize gain or loss on each share of Floridian Community common share surrendered in an amount equal to the difference between your adjusted tax basis in that share and the fair market value of the Merger Consideration received in exchange for that share upon completion of the Merger.

Floridian Community shareholders will have dissenters’ rights of appraisal in the Merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a Merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. The shareholders of Floridian Community will have the rights accorded to dissenting shareholders under Sections 607.1301 – 607.1333 of the FBCA. The fair value determined through a judicial proceeding may be more or less than the consideration offered under the Merger Agreement. As a result, FCB bears the risk that payments owed to dissenting shareholders may exceed the consideration outlined in this proxy statement and prospectus.

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THE FLORIDIAN COMMUNITY SPECIAL MEETING

Special Meeting of Shareholders of

Floridian Community

General Information

We are furnishing this document to the shareholders of Floridian Community in connection with the solicitation by the Board of Directors of Floridian Community of proxies for use at the Floridian Community special meeting of shareholders to be held on February 20, 2018, at 9:00 a.m. local time, at Floridian Community Bank’s Delray Beach Branch Office at 4850 West Atlantic Avenue, Delray Beach, Florida 33445. This document is first being mailed to Floridian Community shareholders on or about January 19, 2018, and includes the notice of Floridian Community special meeting, and is accompanied by a form of proxy.

Matters To Be Considered

The purposes of the special meeting are as follows:

The Merger Agreement is attached to this document as Annex A and is incorporated in this document by reference. For a description of the Merger Agreement, see “THE MERGER AGREEMENT,” beginning on page 56.

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Floridian Community common stock. Approval of the Adjournment Proposal requires the affirmative vote of holders of those shares represented and entitled to vote at the special meeting where a quorum is present. Floridian Community has fixed January 10, 2018, as the record date for determining those Floridian Community shareholders entitled to notice of, and to vote at, the special meeting. Accordingly, if you were a Floridian Community shareholder of record at the close of business on January 10, 2018, you are entitled to notice of and to vote at the special meeting. Each share of Floridian Community common stock you own on the record date entitles you to one (1) vote on each matter presented at the special meeting. At the close of business on the record date of January 10, 2018, there were 3,411,801 shares of Floridian Community common stock outstanding and entitled to vote at the meeting held by approximately 309 shareholders of record.

The holder of Floridian Community non-voting common stock is not being solicited by this proxy statement and prospectus to vote for the Merger Proposal. That holder will vote its shares as a separate class and is bound by a voting agreement, as described below.

Voting Agreement

All of the directors, certain officers and certain significant shareholders of Floridian Community entered into a voting agreement with FCB to cause all shares of Floridian Community common stock owned by them of record or beneficially to be voted in favor of the Merger Proposal. As of the record date, the directors, officers and the shareholders of Floridian Community that executed such voting agreements had the power to vote, or caused to

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be voted, an aggregate of 1,185,183.92 shares of Floridian Community voting common stock outstanding, representing approximately 34.74% of Floridian Community’s voting common stock outstanding on that date, and an aggregate of 372,195 shares of Floridian Community non-voting common stock outstanding, representing approximately 89.55% of Floridian Community’s outstanding non-voting common stock on that date. A copy of the form of these voting agreements is attached as Annex B to this proxy statement and prospectus. Other than directors and certain officers of Floridian Community, the only shareholders that executed the Voting Agreement owned five percent or more of Floridian Community’s outstanding common stock, as of November 27, 2017. See “THE MERGER AGREEMENT—Voting Agreement” on page 69.

Proxies

If you are a Floridian Community shareholder, you should have received a proxy card for use at the Floridian Community special meeting with this proxy statement and prospectus. The accompanying proxy card is for your use in voting at the special meeting if you are unable or do not wish to attend the special meeting in person. The shares represented by proxies properly signed and returned will be voted at the special meeting as instructed by the Floridian Community shareholder giving the proxies. Proxy cards that are properly signed and returned but do not have voting instructions will be voted “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal.

If you deliver a properly signed proxy card, you may revoke your proxy at any time before it is exercised by:

Because approval of each of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Floridian Community common stock, abstentions and broker non-votes will have the same effect as voting “AGAINST” approval of the Merger. Accordingly, your Board of Directors urges all Floridian Community shareholders to vote by proxy by completing, dating and signing the accompanying proxy and returning it promptly in the enclosed postage-paid envelope. You should not send stock certificates with your proxy card.

Solicitation of Proxies

Floridian Community and FCB each bear and pay one-half of the costs (excluding the fees and disbursements of counsel, financial advisors and accountants) incurred in connection with the copying, printing and distributing the proxy statement and prospectus. In addition to solicitation of proxies by mail, proxies may be solicited personally or by telephone by directors, officers and certain employees of Floridian Community, who will not be specially compensated for such soliciting.

In soliciting proxies, no one has any authority to make any representations and warranties about the Merger or the Merger Proposal in addition to or contrary to the provisions stated in this document. No statement regarding the Merger, the Merger Agreement or the Merger Proposal should be relied upon except as expressly stated in this document.

Recommendation of the Floridian Community Board of Directors

Floridian Community’s Board of Directors has unanimously approved the Merger Agreement. Floridian Community’s Board of Directors believes that the Merger is fair to and in the best interests of Floridian Community and its shareholders. The Floridian Community Board of Directors recommends that the Floridian

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Community shareholders vote “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal. See “THE MERGER—Floridian Community’s Reasons for the Merger and the Recommendation of Floridian’s Board of Directors” on page 35.

Other Matters

In accordance with Florida law, no matters other than the Merger Proposal and the Adjournment Proposal may be voted on at the special meeting.

Beneficial Ownership of Floridian Community Common Stock by Certain Shareholders

The following table shows, as of January 10, 2018, the beneficial ownership of Floridian Community voting common stock of each Floridian Community director, each of the executive officers of Floridian Community and/or Floridian Community Bank, all of the directors and executive officers as a group and each person who beneficially owns more than five percent (5%) of Floridian Community’s outstanding voting common stock. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares set forth in the following table.

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MERGER PROPOSAL

Floridian Community is asking its shareholders to approve the Merger Proposal. Holders of Floridian Community common stock should read this proxy statement and prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this proxy statement and prospectus as Annex A.

After careful consideration, the Board of Directors of Floridian Community unanimously approved and adopted the Merger Agreement and determined it to be advisable and in the best interest of Floridian Community and its shareholders. See “THE MERGER—Floridian Community’s Reasons for the Merger and the Recommendation of Floridian’s Board of Directors” included elsewhere in this proxy statement and prospectus for a more detailed discussion of the Floridian Community Board of Directors’ recommendation.

For the reasons discussed in this proxy statement and prospectus, the Board of Directors of Floridian Community determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Floridian Community and its shareholders, and unanimously adopted and approved the Merger Agreement. The Board of Directors of Floridian Community recommends that Floridian Community shareholders vote “FOR” approval of the Merger Proposal.

ADJOURNMENT PROPOSAL

The Floridian Community special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Floridian Community special meeting to approve the Merger Proposal.

If, at the Floridian Community special meeting, the number of shares of Floridian Community common stock present or represented and voting in favor of the Merger Proposal is insufficient to approve the Merger Proposal, Floridian Community intends to move to adjourn the Floridian Community special meeting in order to enable the Board of Directors of Floridian Community to solicit additional proxies for approval of the Merger Proposal. In that event, Floridian Community will ask its shareholders to vote upon the Adjournment Proposal, but not the Merger Proposal.

In this Adjournment Proposal, Floridian Community is asking its shareholders to authorize the holder of any proxy solicited by the Board of Directors of Floridian Community, on a discretionary basis, to vote in favor of adjourning the Floridian Community special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Floridian Community shareholders who have previously voted.

The Board of Directors of Floridian Community recommends a vote “FOR” the Adjournment Proposal.

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THE MERGER

At the special meeting, the shareholders of Floridian Community will consider and vote upon approval of the Merger Agreement. The following summary highlights certain information about the Merger. To understand the Merger, you should read carefully this entire proxy statement and prospectus, including the Merger Agreement, which is attached to this document as Annex A.

Description of the Merger

Under the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into Floridian Community, with Floridian Community becoming wholly owned by FCB. Immediately thereafter, Floridian Community will merge with and into FCB and the separate corporate existence of Floridian Community will cease. In addition, following the Merger, Floridian Community Bank will merge with and into FCB Bank and Floridian Community Bank will cease to exist as a separate entity. The restated certificate of incorporation and bylaws (as amended) of FCB, as in effect prior to the Merger, will be the restated certificate of incorporation and bylaws (as amended) of FCB after the Merger.

Exchange of Floridian Community Common Stock

The Merger Agreement provides that Floridian Community shareholders will have the right, with respect to each of their shares of Floridian Community common stock, to receive, without interest, 0.4584 shares (the “Exchange Ratio”) of FCB Class A common stock (the “Merger Consideration”), subject to the payment of cash instead of fractional shares.

If FCB changes the number of outstanding shares of FCB Class A common stock before the Merger through any stock split, stock dividend, recapitalization or similar transaction, then the Exchange Ratio will be proportionately adjusted so that Floridian Community shareholders will receive such number of shares of FCB Class A common stock as represents the same percentage of outstanding shares of FCB Class A common stock at the effective date of the Merger as would have been represented by the number of shares of FCB Class A common stock such shareholder would have received if the recapitalization had not occurred.

FCB will not issue fractional shares to Floridian Community shareholders. Instead, holders of Floridian Community common stock will receive for each fractional share an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (i) the fractional interest by (ii) the per share volume weighted average price of the Class A common stock of FCB on the NYSE from 9:30 a.m. to 4:00 p.m., Eastern Time, on the ten (10) trading days immediately preceding the closing date of the Merger as found on Bloomberg page FCB UN EQUITY VWAP (or its equivalent successor page if such page is not available) (the “Merger Consideration Value Per Share”).

If you are a Floridian Community shareholder and you receive FCB Class A common stock as Merger Consideration for your shares of Floridian Community common stock, the value of the consideration that you will receive in the Merger will depend on the market price of FCB Class A common stock when you receive your shares of FCB Class A common stock. The implied per share value of the stock consideration, based upon FCB’s closing stock price on January 9, 2018, the most recent practicable trading day before the date of this proxy statement and prospectus, was $24.36 per share. No assurance can be given (and it is not likely) that the current market price of FCB Class A common stock will be equivalent to the market price of FCB Class A common stock on the date that shares of FCB Class A common stock are received by a Floridian Community shareholder or at any other time.

On or prior to the effective date of the Merger, FCB will deposit with the exchange agent for the Merger (the “Exchange Agent”), stock certificates or, at FCB’s option, shares in book entry form of FCB Class A common stock, each to be given to the holders of Floridian Community common stock in exchange for old certificates (or

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shares in book entry form) representing shares of Floridian Community common stock. Within five (5) business days following the effective date of the Merger, FCB will mail a letter of transmittal to each person who was, immediately prior to the effective time of the Merger, a holder of record of Floridian Community common stock. The letter of transmittal will contain instructions for use in effecting the surrender of Floridian Community stock certificates (or shares in book entry form) in exchange for the consideration to which such person may be entitled pursuant to the Merger Agreement. Following the effective date of the Merger and the surrender to the Exchange Agent of the old certificate(s) representing shares of Floridian Community common stock for cancellation, together with such letter of transmittal duly executed and completed, the holder of such old certificate(s) (or shares in book entry form) will be provided certificates, or at FCB’s option, evidence of shares in book entry form representing shares of FCB Class A common stock and/or a check in the amount to which such holder is entitled pursuant to the Merger Agreement, and the old certificate will be canceled.

Until you surrender your Floridian Community stock certificates (or shares in book entry form) for exchange, you will accrue, but will not be paid, any dividends or other distributions declared after the effective time of the Merger with respect to FCB Class A common stock into which any of your shares may have been converted. When you surrender your Floridian Community stock certificates (or shares in book entry form), FCB will pay any unpaid dividends or other distributions, without interest. After the completion of the Merger, there will be no transfers on the stock transfer books of Floridian Community of any shares of Floridian Community common stock.

If a certificate for Floridian Community common stock has been lost, stolen or destroyed, FCB will issue the consideration properly payable under the Merger Agreement to the registered owner of such certificate upon receipt of an affidavit of lost stock certificate, in form and substance satisfactory to FCB, and upon compliance by the Floridian Community’s shareholder with all procedures historically required by Floridian Community in connection with lost, stolen or destroyed certificates.

Effect of the Merger on Floridian Community Stock Options

Upon completion of the Merger, each outstanding Floridian Community stock option (vested or unvested) will be cancelled and terminated in exchange for the right to receive cash, without any interest and subject to any required withholding tax, in an amount equal to the Merger Consideration Value Per Share minus the applicable exercise price per share of such outstanding stock option. In the event that the exercise price of any Floridian Community stock option outstanding immediately prior to the completion of the Merger is greater than or equal to the Merger Consideration Value Per Share, no cash payment or other consideration for such stock option will be due or payable in respect thereof and such stock option will be cancelled as of the completion of the Merger.

Pursuant to the terms of Floridian Community’s 2012 Stock Compensation Plan, upon the approval by Floridian Community’s shareholders of the Merger and the Merger Agreement, all outstanding Floridian Community stock options (whether vested or unvested) shall become immediately exercisable, non-forfeitable, or otherwise vest and become irrevocable.

Effect of the Merger on FCB Shareholders

The approval of the FCB shareholders of the Merger Agreement is not required in order to complete the Merger. FCB shareholders will also not be entitled to exchange their shares of FCB Class A common stock for any consideration as a result of the Merger. After the Merger, FCB shareholders will continue to own the same number of FCB shares they owned before the Merger.

Background of the Merger

The Board of Directors of Floridian Community has regularly reviewed and discussed Floridian Community’s long-term objectives and strategies, including how Floridian Community could increase shareholder value in

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light of economic, regulatory, competitive, and other relevant factors. These discussions have included strategies to enhance Floridian Community’s operations and profitability, as well as opportunities to engage in merger or acquisition transactions, as either a buyer or a seller. Since May 2015, when Floridian Community raised $12.6 million in equity capital, these discussions became more frequent and focused on either acquiring another financial institution, engaging in a merger-of-equals, or merging with and into a larger bank.

As a result of those discussions, beginning in the first quarter of 2016, Floridian Community’s Board of Directors began to actively evaluate the potential of engaging in a merger-of-equals with certain other banks located in Floridian Community’s market areas. After meeting with representatives of two such other financial institutions, the Board of Directors ultimately concluded that such a transaction was unlikely to be successful due to differences in corporate culture, board and management structure, or the financial metrics of those institutions relative to Floridian Community’s.

On March 20, 2017, representatives of investment banking firm and financial advisors, Hovde, met with Floridian Community’s Board of Directors. At this meeting, the Hovde representatives presented their analysis of Floridian Community’s strategic options and suggested that it might be a favorable time to begin casually meeting with potential acquirers.

In April and May, 2017, Hovde arranged introductory meetings between Joseph S. Marzouca, Chief Executive Officer of Floridian Community, and representatives of three publicly traded bank holding companies, including FCB. In August, 2017, Mr. Marzouca met with a representative of Hovde to discuss the results of these meetings and the outlook for Florida bank mergers in the near future.

On August 23, 2017, FCB contacted Hovde and expressed an interest in exploring the possibility of acquiring Floridian Community and requested some preliminary due diligence information in order to formulate an offer price. On August 24, 2017, Mr. Marzouca met with Messrs. Kent Ellert, Jim Baiter, Matthew Paluch and Jon Kiessling at FCB. On August 25, 2017, Floridian Community entered into a Non-Disclosure Agreement with FCB and Floridian Community began to provide to FCB information about Floridian Community’s business and financial performance and projections.

In August and September, 2017, Mr. Marzouca held a number of meetings with Mr. Ellert, Mr. Baiter and Mr. Paluch. At these meetings, the participants discussed how Floridian Community’s business could be integrated into FCB’s, including the potential for cost savings as a result of branch office and operational overlap.

During this period, the other two publicly traded holding companies declined to proceed with exploring a transaction with Floridian Community.

In September 2017, an out-of-state bank contacted Hovde to express an interest in meeting Mr. Marzouca to discuss the possibility of acquiring Floridian Community. On September 20, 2017, Mr. Marzouca met with a representative of that bank. Following that meeting, the out-of-state bank elected not to proceed towards an acquisition due to market conditions.

Also on September 20, 2017, Floridian Community formally engaged Hovde to serve as Floridian Community’s financial advisor with respect to a potential acquisition by FCB. On September 26, 2017, FCB submitted an initial non-binding indication of interest to Floridian Community. The proposed letter of intent proposed merger consideration of $21.00 to $22.00 per share, payable in shares of FCB Class A common stock, and also included other typical provisions.

On October 2, 2017, Floridian Community’s Board of Directors met with a representative of Hovde to discuss the initial indication of interest. The Board of Directors elected to proceed with direct negotiations with FCB, because: (i) the Board viewed them as the most likely to be capable and interested in acquiring Floridian

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Community; (ii) the Board wanted to be able to propose to Floridian Community’s shareholders a transaction that would be qualified as a tax-free reorganization under Federal income tax laws and provide the shareholders with the liquidity afforded by a publicly-traded stock; and (iii) the Board wanted to provide the shareholders with an opportunity to remain invested in a community banking institution with a perceived potential for future stock appreciation, which would be composed, in part, with Floridian Community’s assets, liabilities, and operations. The Board of Directors also advised the Hovde representative that it would only consider a transaction with merger consideration at or above $22.00 per share.

On October 4, 2017, Floridian Community entered into an exclusivity agreement in favor of FCB and for a term ending on October 27, 2017. During this time, Floridian Community established a virtual data room to facilitate due diligence. At this time, FCB began conducting extensive due diligence of non-public information related to Floridian Community, including through in person meetings and conference calls between FCB management and selected officers of Floridian Community who were responsible for various aspects of Floridian Community’s operations. These meetings and conference calls included discussions of credit, management, and other matters concerning Floridian Community. During this period, Floridian Community engaged Saltmarsh, Cleaveland & Gund, P.A. (“Saltmarsh”) to assist in reverse due diligence concerning FCB, which included meetings with management, accountants, and legal officers of FCB and further documentary due diligence including both non-public and public information. Floridian Community’s long time outside corporate counsel, Igler and Pearlman, P.A. (“Igler and Pearlman”), also assisted in the reverse due diligence process.

On October 11, 2017, Mr. Marzouca and Mr. Ellert met for lunch and to discuss the status of due diligence. On October 20, 2017, at FCB’s request, Floridian Community agreed to extend the term of the exclusivity agreement to November 15, 2017.

On October 28, 2017, Sullivan & Cromwell LLP (“Sullivan & Cromwell”), FCB’s legal counsel, sent a draft merger agreement to FCB. This draft was ultimately distributed to Floridian Community and Igler and Pearlman. This draft contemplated per share merger consideration equal to $22.00 divided by the average of the per share closing prices of FCB Class A common stock on the NYSE for 20 trading days ending on the fifth business day prior to execution of the Merger Agreement. The draft Merger Agreement also included a draft of a form of voting agreement, pursuant to which Floridian Community directors, officers and certain large shareholders would agree to vote in favor of the merger. Following receipt of the initial drafts, the parties began negotiating the terms of the Merger Agreement and the Voting Agreements.

On November 1, 2017, during a regularly scheduled meeting of the FCB Board of Directors, FCB management and a representative from Evercore discussed the potential transaction with Floridian Community with the FCB Board of Directors. During the meeting, FCB management described the discussions, meetings and activities relating to the potential transaction to date, including due diligence findings and meetings, and provided the FCB Board of Directors with a high level overview of Floridian Community. The FCB Board of Directors determined that FCB should work towards a potential transaction with Floridian Community.

On November 3, 2017, Mr. Marzouca and Mr. Ellert spoke by telephone regarding the negotiations of the Merger Agreement and the status of due diligence.

On November 13, 2017, Sullivan & Cromwell sent an initial draft of a form employment agreement, which included provisions regarding confidentiality, non-solicitation and non-competition, to Gunster, Yoakley & Stewart, P.A. (“Gunster”), counsel to Messrs. Marzouca, Lee A. Frankhouser, President of Floridian Community, and Ulises I. Alonso, Chief Financial Officer of Floridian Community. Following receipt of the initial draft, Gunster worked with Sullivan & Cromwell towards negotiating the employment agreements.

On November 14, 2017, again at FCB’s request, Floridian Community agreed to extend the term of the exclusivity agreement until November 27, 2017.

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Throughout November, the parties negotiated drafts of the transaction documents and Igler and Pearlman and Gunster coordinated the review of the proposed documents by Floridian Community, Floridian Community’s officers and directors and certain large shareholders of Floridian Community.

On November 17, 2017, Floridian Community’s Board of Directors met with its counsel and a representative of Hovde. A representative of Saltmarsh attended the meeting by telephone. The Saltmarsh representative presented a summary of its extensive reverse due diligence review of FCB, which included, among other things, a review of FCB’s financial statements, management, record of compliance, litigation and the potential effect of the Merger on future acquisitions by FCB. The Saltmarsh representative also responded to various questions from directors. Management reported favorably regarding the complementary business objectives of FCB and Floridian Community, noting that the respective customer focus, geographic coverage and historical relationships with borrowers and customers of FCB and Floridian Community evidenced that the companies shared a similar business orientation.

Following this discussion, the Hovde representative then presented an analysis of the Merger, including an overview of the Merger, a valuation analysis using the market approach and an income approach, an analysis of FCB, and an analysis of accretion and dilution of book value and earnings. He also explained in detail the assumptions used in these analyses. The Hovde representative then discussed the independence of Hovde employees who performed the analysis from the investment banking team. The Board reviewed the analysis in detail and the Hovde representative responded to several questions relating to deal structure on previous transactions and pricing considerations. At this meeting, Hovde delivered its oral opinion to the Floridian Community Board of Directors, subsequently confirmed in writing, to the effect that as of November 17, 2017, assuming a per share merger consideration equal to $22.00 divided by the average of the per share closing prices of FCB Class A common stock on the NYSE for 20 trading days ending on the previous business day, and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in its opinion, the merger was fair, from a financial point of view, to Floridian Community’s shareholders, as described under “—Opinion of Floridian Community’s Financial Advisor”.

A representative of Igler and Pearlman then discussed the Board’s fiduciary duties and presented a summary of the Merger Agreement which the Board reviewed. He next provided a review of the Merger Agreement. He explained that the Merger Agreement includes all of the technical information regarding the Merger. He explained the shareholders’ dissenters’ rights under Florida law. He then reviewed how fractional shares would be redeemed for cash and the process by which Floridian Community stock certificates would be exchanged for FCB stock certificates. He then reviewed the representations and warranties to be made by Floridian Community and by FCB, the covenants of both parties, the conditions to closing, and the termination provisions. In particular, he discussed in detail Floridian Community’s commitment not to market itself, the process by which it could consider a superior, unsolicited offer and the terms of the termination fee. He also discussed the voting agreements required by the Merger Agreement.

Mr. Marzouca next presented a formal resolution to approve the proposal by FCB to acquire Floridian Community and Floridian Community Bank through a series of mergers, approve the Merger Agreement, and recommend that Floridian Community’s shareholders approve the Merger and the Merger Agreement. Following extensive discussion at the November 17, 2017 meeting and after considering the foregoing and the proposed terms of the transaction documents, and taking into consideration the factors described under “The Merger—Floridian’s Reasons for the Merger and Recommendation of Floridian Community’s Board of Directors,” the Floridian Community Board of Directors, having determined that the terms of FCB’s proposal, the related Merger Agreement and the transactions contemplated thereby, including the Merger, were fair to and in the best interests of Floridian Community and its shareholders, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and a motion to approve the resolution was unanimously approved. Floridian Community’s Board of Directors directed that the Merger Agreement be submitted to Floridian Community’s shareholders for approval, and recommended that shareholders vote in favor of the approval of the Merger Agreement.

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On November 22, 2017, as FCB assessed its due diligence findings and the recent trading prices of FCB Class A common stock and as part of the final negotiations of the Merger Agreement, Floridian Community and FCB reached an agreement to set an exchange ratio of 0.4584 shares of FCB Class A common stock per share of Floridian Community common stock. Application of the exchange ratio formula contained in the October 28, 2017 draft of the Merger Agreement would have resulted in an exchange ratio of 0.4649 shares of FCB Class A common stock per share of Floridian Community common stock. Hovde then confirmed that the lower exchange ratio was fair, from a financial point of view, to Floridian Community’s shareholders. Later that evening, Floridian Community’s Board of Directors unanimously adopted an amendment to its resolution of November 17, 2017, which approved the Merger Agreement with the final exchange ratio included.

On November 27, 2017, the FCB Board of Directors met with members of FCB’s executive management team and its financial and legal advisors to review the proposed transaction. Members of FCB’s executive management discussed with FCB’s Board of Directors the strategic rationale, financial terms, consideration and integration risk for the proposed transaction with Floridian Community. Representatives of Evercore presented to the FCB Board of Directors on the financial aspects of the proposed transaction. Sullivan & Cromwell reviewed the key terms of the draft merger agreement and other transaction documents.

Following these discussions, as well as review and discussion among FCB’s directors, including consideration of the factors described under “—FCB’s Reasons for the Merger,” and consideration of the above referenced presentations, the FCB Board of Directors unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby, and declared the merger and other transaction contemplated by the Merger Agreement to be advisable and in the best interests of FCB and its stockholders.

On November 27, 2017, Hovde issued its formal written fairness opinion to Floridian Community. The Merger Agreement and related documents were executed by the parties on November 27, 2017. The transaction was publicly announced that evening.

FCB’s Reasons for the Merger

In reaching its decision to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the FCB Board of Directors consulted with FCB management and considered a number of factors, including the following material factors:

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The foregoing discussion of the information and factors considered by the FCB Board of Directors is not intended to be exhaustive, but includes the material factors considered by the FCB Board of Directors. In reaching its decision to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the FCB Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The FCB Board of Directors considered all these factors as a whole, including discussions with, and questioning of, FCB’s management and FCB’s financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

For the reasons set forth above, the FCB Board of Directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of FCB and its shareholders, and unanimously approved and adopted the Merger Agreement.

Floridian Community’s Reasons for the Merger and the Recommendation of Floridian Community’s Board of Directors

Floridian Community’s Board of Directors believes that the Merger presents an opportunity for Floridian Community and its shareholders to become part of a large and strong commercial bank, operating in Floridian Community’s current markets and other significant markets within Florida. Floridian Community’s Board of Directors believes that the Merger will afford FCB the opportunity to expand and diversify its revenue sources, provide for earnings per share accretion due to cost savings opportunities, and sustain its robust loan and deposit origination trends in the markets where both Floridian Community and FCB currently have offices.

The terms of the Merger, including the Merger Consideration, are the result of substantive arm’s-length negotiations between representatives of Floridian Community and FCB, including financial, accounting, and legal advisors. In reaching its decision to approve the Merger, Floridian Community’s Board of Directors consulted with those advisors regarding the terms of the transaction and conducted negotiations with FCB’s management. In approving the Merger Agreement and the transactions contemplated by the Merger Agreement, Floridian Community’s Board of Directors considered, among other things, the following factors:

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Floridian Community’s Board of Directors also considered potential risks associated with the Merger in connection with its deliberations, including the following:

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Floridian Community’s Board of Directors considered all of these factors and risks as a whole and believes that the opportunities created by the Merger cause the Merger Agreement and the transactions contemplated by the Merger Agreement to be in the best interests of Floridian Community and its shareholders.

The foregoing discussion of the factors and risks considered by Floridian Community’s Board of Directors is not exhaustive, but includes the most significant factors and risks considered by the Board of Directors. In view of the wide variety of factors and risks considered by Floridian Community’s Board of Directors in connection with its evaluation of the Merger and the complexity of those matters, the Board of Directors did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors and risks described above, individual members of Floridian Community’s Board of Directors may have given different priority to different factors.

Floridian Community’s entry into the Merger Agreement was unanimously approved by Floridian Community’s Board of Directors on November 17, 2017 and the final exchange ratio was unanimously approved on November 22, 2017.

The Board of Directors of Floridian Community unanimously approved the Merger Agreement and recommends that Floridian Community’s shareholders vote “FOR” the approval of the Merger Proposal and “FOR” the Adjournment Proposal. Floridian Community shareholders should be aware that Floridian Community’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of other Floridian Community shareholders. The Board of Directors of Floridian Community was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending that the Merger Proposal be approved by the shareholders of Floridian Community. See “THE MERGER—Interests of Certain Persons in the Merger” on page 52.

This summary of the reasoning of the Board of Directors of Floridian Community and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “FORWARD-LOOKING STATEMENTS.”

Opinion of Hovde

The fairness opinion and a summary of the underlying financial analyses of Floridian Community’s financial advisor, Hovde, are described below. Capitalized terms not otherwise defined in the following summary and description have the meanings as set forth in the draft of the Merger Agreement, which is attached to this proxy statement and prospectus as Annex A. The summary and description contains projections, estimates and other forward-looking statements about the future earnings or other measures of the future performance of Floridian Community. The projections were based on numerous variables and assumptions, which are inherently uncertain, including factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the projections. You should not rely on any of these statements as having been made or adopted by Floridian Community or FCB. You should review the copy of the fairness opinion, which is attached as Annex C.

Hovde has acted as Floridian Community’s financial advisor in connection with the proposed Merger. Hovde is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger and is familiar with Floridian Community and its operations. As part of its investment banking business, Hovde is continually engaged in the valuation of businesses and their securities in connection with, among other things, mergers and acquisitions. Hovde has experience in, and knowledge of, banks, thrifts and their respective holding companies and is familiar with Floridian Community. Floridian Community’s Board of Directors selected Hovde to act as its financial advisor in connection with the Merger on the basis of the firm’s reputation and expertise in transactions such as the Merger.

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Hovde reviewed the financial aspects of the proposed Merger with Floridian Community’s Board of Directors and, on November 27, 2017, delivered a written opinion to Floridian Community’s Board of Directors that the Per Common Share Consideration (as defined below) to be received by the shareholders of Floridian Community in connection with the total value of the Merger is fair to the shareholders of Floridian Community from a financial point of view. In requesting Hovde’s advice and opinion, no limitations were imposed by Floridian Community upon Hovde with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of Hovde’s written opinion is included in this proxy statement and prospectus as Annex C and is incorporated herein by reference. You are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Hovde. The summary of the Hovde’s opinion included in this proxy statement and prospectus is qualified in its entirety by reference to the full text of such opinion.

Hovde’s opinion was directed to Floridian Communitys’s Board of Directors and addresses only the fairness of the Per Common Share Consideration to be paid to Floridian Community’s shareholders in connection with the Merger. Hovde did not opine on any individual stock, cash, or other components of consideration payable in connection with the Merger. Hovde’s opinion does not constitute a recommendation to Floridian Community as to whether or not Floridian Community should enter into the Merger Agreement or to any shareholders of Floridian Community as to how such shareholders should vote at any meetings of shareholders called to consider and vote upon the Merger. Hovde’s opinion does not address the underlying business decision to proceed with the Merger or the fairness of the amount or nature of the compensation, if any, to be received by any of the officers, directors or employees of Floridian Community relative to the amount of consideration to be paid with respect to the Merger. Hovde’s opinion should not be construed as implying that the Per Common Share Consideration is necessarily the highest or best price that could be obtained in a sale, merger, or combination transaction with a third party. Hovde does not express any opinion as to the value of FCB’s Class A common stock following the announcement of the proposed Merger, or the value of FCB’s Class A common stock following the consummation of the Merger, or the prices at which shares of FCB’s Class A common stock may be purchased or sold at any time. Other than as specifically set forth herein, Hovde is not expressing any opinion with respect to the terms and provisions of the Merger Agreement or the enforceability of any such terms or provisions. Hovde’s opinion is not a solvency opinion and does not in any way address the solvency or financial condition of Floridian Community or FCB.

Floridian Community engaged Hovde on September 20, 2017, to serve as a financial advisor to Floridian Community in connection with the proposed Merger and to issue a fairness opinion to Floridian Community’s Board of Directors in connection with such proposed transaction. Pursuant to Floridian Community’s engagement agreement with Hovde, Hovde received from Floridian Community and Floridian Community Bank a fairness opinion fee due upon the delivery of the fairness opinion to Floridian Community’s Board of Directors. Additionally, Hovde will receive a completion fee that is contingent upon the consummation of the Merger. The opinion fee will be credited in full towards the completion fee which will become payable to Hovde upon the consummation of the Merger. Floridian Community has also agreed to indemnify Hovde and its affiliates for certain liabilities that may arise out of Hovde’s engagement.

Other than in connection with this present engagement, in the past two years, Hovde has not provided investment banking or financial advisory services to Floridian Community. During the past two years preceding the date of this opinion Hovde has not provided any investment banking or financial advisory services to FCB for which it received a fee. Hovde or its affiliates may presently or in the future seek or receive compensation from FCB in connection with future transactions or in connection with potential advisory services and corporate transactions, although to Hovde’s knowledge none are expected at this time. In the ordinary course of its business as a broker/dealer, Hovde may from time to time purchase securities from, and sell securities to, Floridian Community or FCB or their affiliates, and as a market maker in securities, Hovde may from time to time have a long or short position in, and buy or sell, debt or equity securities of Floridian Community or FCB for its own accounts and for

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the accounts of customers. Except for the foregoing, during the past two years there have not been, and there currently are, no mutual understandings contemplating in the future, any material relationships between Hovde and Floridian Community or FCB.

Pursuant and subject to the terms of the Merger Agreement, each share of Floridian Community common stock issued and outstanding immediately prior to the Effective Time, other than Excluded Common Shares and Dissenting Common Shares, will be converted into and constitute the right to receive 0.4584 shares of FCB Class A common stock, rounded to four decimal places (the “Per Common Share Consideration”) and cash in lieu of any fractional shares. Consequently, the value of the Per Common Share Consideration will be the product of the Per Common Share Consideration and the closing price of FCB Class A common stock as of the Closing Date. For purposes of the analysis and opinion, Hovde has assumed that the closing price of FCB Class A common stock as of the Closing Date is $48.55 (the closing price as of November 24, 2017) which results in the assumed value of the Per Common Stock Consideration of $22.26 per share of Floridian Community common stock. Therefore, based upon there being 3,824,248 shares of Floridian Community’s common stock outstanding as of November 24, 2017, Hovde has assumed for purposes of the analysis and opinion that the total value of the Per Common Share Consideration is $85,109,841 (the “Total Value of Per Common Share Consideration”).

Pursuant to the Merger Agreement, each holder of a Floridian Community Stock Option outstanding immediately prior to the Effective Time the exercise price per share of which is less than the product of (a) the Per Common Share Consideration and (b) the per share volume weighted average price of FCB Class A common stock for the ten trading days immediately preceding the Closing Date (the product being the “Merger Consideration Value Per Share”), shall be entitled to receive an amount in cash, without any interest and subject to any required Tax withholding, equal to the product of: (i) the excess, if any, of the Merger Consideration Value Per Share over the exercise price per share of Floridian Community common stock subject to such Floridian Community Stock Option; and (ii) the number of shares of Floridian Community common stock subject to such Floridian Community Stock Option. In the event that the exercise price of any Floridian Community Stock Option outstanding immediately prior to the Effective Time is equal to or greater than the Merger Consideration Value Per Share, no cash payment or other consideration for such Floridian Community Stock Option shall be due and payable in respect thereof, and the Floridian Community Stock Option shall be cancelled as of the Effective Time. For purposes of its analysis and opinion Hovde assumed that the Merger Consideration Value Per Share is equal to the value of the Per Common Share Consideration of $22.26. As of November 24, 2017, there were 393,500 Floridian Community Stock Options outstanding with a weighted average exercise price of $11.99; therefore, Hovde has assumed, based upon the assumed value of the Merger Consideration Value Per Share of $22.26 as set forth above, that the total value of the Floridian Community Stock Option Payment is $4,037,310 (the “Total Floridian Community Stock Option Payment”). Consequently, the total value of the Merger which has been assumed for purposes of the analysis and opinion is $89,147,151, which is equal to the sum of the Total Value of Per Common Share Consideration of $85,109,841 and the Total Floridian Community Stock Option Payment of $4,037,310.

Pursuant to Section 8.1(h) of the Merger Agreement, the Merger Agreement may be terminated by Floridian Community, at any time during the five-day period commencing on the Determination Date (as defined in Section 8.1 of the Merger Agreement), if both of the following conditions are satisfied: (a) the quotient obtained by dividing the average closing price of FCB Class A common stock for the ten trading days ending on the trading day immediately prior to the Determination Date (the “FCB Average Stock Price”) by the Initial FCB Market Price of $48.95 (such quotient being the “FCB Ratio”), shall be less than 0.85; and (b) the FCB Ratio shall be less than 85% of the quotient of (i) the average closing prices of the KBW Regional Bank Index (the “Index Group”) for the ten trading days ending on the trading day immediately prior to the Determination Date (the “Final Index Price”) divided by (ii) the Initial Index Price of $108.27 (such quotient being the “Index Ratio”). However, if Floridian Community elects to exercise its termination right pursuant to these conditions, FCB shall have the option to increase the consideration to be received by the holders of Floridian Community common stock either (i) by adjusting the Per Common Share Consideration, or (ii) by providing a cash payment so that the Per Common Share Consideration or the combination of such cash payment plus the Per Common

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Share Consideration, equals the lesser of: (x) a number (rounded to the nearest one one-thousandth) obtained by dividing (a) the product of the Initial FCB Market Price, 0.85 and the Per Common Share Consideration by (b) the FCB Average Stock Price; or (y) a number (rounded to the nearest one one-thousandth) obtained by dividing (i) the product of the Index Ratio and the Per Common Share Consideration by (ii) the FCB Ratio. For purposes of the analysis and opinion, Hovde has assumed that the provisions of Section 8.1(h) of the Merger Agreement will not be invoked and will not result in any adjustment to the total assumed value of the Merger of $89,147,151 as set forth above. In addition to the provisions of Section 8.1(h), the Merger Agreement may be terminated by either or both Floridian Community and FCB under certain circumstances as set forth in Section 8.1 of the Merger Agreement. Hovde has assumed for purposes of its analysis and opinion that the Merger Agreement will not be terminated and the Merger will be consummated on the terms set forth in the Merger Agreement.

This opinion addresses only the fairness of the Per Common Share Consideration to be paid in connection with the Merger, and Hovde is not opining on any individual stock, cash, option, or other components of the consideration.

During the course of its engagement and for the purpose of rendering its opinion, Hovde:

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Hovde assumed, without investigation, that there have been, and from the date hereof through the Effective Date there will be, no material changes in the financial condition and results of operations of Floridian Community or FCB since the date of the latest financial information described above. Hovde assumed, without independent verification, that the representations and financial and other information included in the Merger Agreement and all other related documents and instruments that are referred to therein or otherwise provided to Hovde by Floridian Community and FCB are true and complete. Hovde relied upon the management of Floridian Community and FCB as to the reasonableness and achievability of the financial forecasts, projections and other forward-looking information provided to Hovde by Floridian Community and FCB, and Hovde assumed such forecasts, projections and other forward-looking information have been reasonably prepared by Floridian Community and FCB on a basis reflecting the best currently available information and Floridian Community’s and FCB’ judgments and estimates. Hovde assumed that such forecasts, projections and other forward-looking information would be realized in the amounts and at the times contemplated thereby, and Hovde does not assume any responsibility for the accuracy or reasonableness thereof. Hovde has been authorized by Floridian Community to rely upon such forecasts, projections and other information and data, and Hovde expresses no view as to any such forecasts, projections or other forward-looking information or data, or the bases or assumptions on which they were prepared.

In performing its review, Hovde relied upon the accuracy and completeness of all of the financial and other information that was available to Hovde from public sources, that was provided to Hovde by Floridian Community or FCB or their respective representatives or that was otherwise reviewed by Hovde for purposes of rendering this opinion. Hovde relied on the assurances of the respective managements of Floridian Community and FCB that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Hovde has not been asked to undertake, and has not undertaken, an independent verification of any of such information, and Hovde does not assume any responsibility or liability for the accuracy or completeness thereof. Hovde assumed that each party to the Merger Agreement would advise them promptly if any information previously provided to them became inaccurate or was required to be updated during the period of Hovde’s review.

Hovde is not expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto. Hovde assumed that such allowances for Floridian Community and FCB are, in the aggregate, adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. Hovde was not requested to make, and has not made, an independent evaluation, physical inspection or appraisal of the assets, properties, facilities, or liabilities (contingent or otherwise) of Floridian Community or FCB, the collateral securing any such assets or liabilities, or the collectability of any such assets, and Hovde was not furnished with any such evaluations or appraisals nor did Hovde review any loan or credit files of Floridian Community or FCB.

Hovde has undertaken no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which Floridian Community or FCB is a party or may be subject, and Hovde’s opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Hovde assumed that neither Floridian Community nor FCB is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger contemplated by the Merger Agreement.

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Hovde assumed that the Merger will be consummated substantially in accordance with the terms set forth in the Merger Agreement, without any waiver of material terms or conditions by Floridian Community or any other party to the Merger Agreement and that the final Agreement will not differ materially from the draft Hovde reviewed. Hovde assumed that the Merger will be consummated in compliance with all applicable laws and regulations. Floridian Community has advised us that they are not aware of any factors that would impede any necessary regulatory or governmental approval of the Merger. Hovde assumed that the necessary regulatory and governmental approvals as granted will not be subject to any conditions that would be unduly burdensome on Floridian Community or FCB or would have a material adverse effect on the contemplated benefits of the Merger.

Hovde’s opinion does not consider, include or address: (i) the legal, tax, accounting, or regulatory consequences of the Merger on Floridian Community, or its shareholders; (ii) any advice or opinions provided by any other advisor to the Board of Directors or Floridian Community; (iii) any other strategic alternatives that might be available to Floridian Community; or (iv) whether FCB has sufficient cash or other sources of funds to enable it to pay the consideration contemplated by the Merger.

The following is a summary of the analyses performed and matters considered by Hovde in connection with its fairness opinion. The summary set forth below does not purport to be a complete description of the analyses performed by Hovde in rendering its opinion, but it does summarize all of the material analyses performed by Hovde.

Hovde’s opinion is based solely upon the information available to them and described above, and the economic, market and other circumstances as they exist as of the date of the opinion. Events occurring and information that becomes available after the date of the opinion could materially affect the assumptions and analyses used in preparing the opinion. Hovde has not undertaken to update, revise, reaffirm or withdraw the opinion or to otherwise comment upon events occurring or information that becomes available after the date of the opinion.

In arriving at the opinion, Hovde did not attribute any particular weight to any single analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Hovde believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering all analyses, would create an incomplete view of the process underlying this opinion.

The following is a summary of the material analyses prepared by Hovde and delivered to Floridian Community’s Board of Directors on November 27, 2017 in connection with the delivery of its fairness opinion. This summary is not a complete description of the analyses underlying the fairness opinion or the presentation prepared by Hovde, but it summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances of the contemplated Merger. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Hovde did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include information presented in tabular format. The analyses and the summary of the analyses must be considered as a whole, and selecting portions of the analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying the analyses and opinion of Hovde. The tables alone are not a complete description of the financial analyses.

Market Approach—Comparable Transactions. As part of its analysis, Hovde reviewed publicly available information related to two comparable groups (a “Regional Group” and a “Nationwide Group”) of select acquisition transactions of banks. The Regional Group consisted of acquisition transactions where targets were

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headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia announced since January 1, 2015, in which the target’s total assets were between $350 million and $1 billion, last-twelve-months (“LTM”) return on average assets (“ROAA”) were between 0.00% and 1.00%, and non-performing assets (“NPAs”) to total assets were less than 2.00%. The Nationwide Group consisted of acquisition transactions of banks in the United States announced since January 1, 2015, in which the target’s total assets were between $400 million and $800 million, last-twelve-months return on average assets were between 0.30% and 0.70%, and non-performing assets to total assets were less than 2.00%. In each case, for which financial information was available, no transaction that fit the above selection criteria was excluded. Information for the target institutions was based on balance sheet data as of, and income statement data for, the twelve months preceding the most recent quarter prior to announcement of the transactions. The resulting two groups consisted of the following transactions (13 transactions for the Regional Group and 14 transactions for the Nationwide Group):

For each precedent transaction, Hovde compared the implied ratio of the transaction value to certain financial characteristics of Floridian Community as follows:

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The results of the analysis are set forth in the table below. Transaction multiples for the Merger were based upon the total value of the Merger of $89,147,151 for Floridian Community and were based on September 30, 2017 financial results for Floridian Community.

Using publicly available information, Hovde compared the financial performance of Floridian Community with that of the median of the precedent transactions from both the Regional and Nationwide Groups. The performance highlights are based on September 30, 2017 financial results of Floridian Community.

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No company or transaction used as a comparison in the above transaction analyses is identical to Floridian Community, and no transaction was consummated on terms identical to the terms of the Merger Agreement. Accordingly, an analysis of these results is not strictly mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies. The resulting values of the Precedent Transactions Regional Group using the median values for the four valuation metrics set forth above indicated an implied aggregate valuation ranging between $60.7 million and $80.1 million compared to the total value of the Merger of $89.1 million. The resulting values of the Precedent Transactions Nationwide Group using the median values for the four valuation metrics set forth above indicated an implied aggregate valuation ranging between $68.7 million and $76.4 million compared to the total value of the Merger of $89.1 million.

Income Approach—Discounted Cash Flow Analysis. Taking into account various factors including, but not limited to, Floridian Community’s recent performance, the current banking environment and the local economy in which Floridian Community operates, Hovde determined, in consultation with and based on information provided by management of Floridian Community, earnings estimates for Floridian Community over a forward looking six year period, and in consultation with Floridian Community management, developed the forward-looking projections and key assumptions which formed the basis for the discounted cash flow analyses. The resulting projected Floridian Community net income numbers used for the analysis were $3.0 million for 2017, $4.0 million for 2018, $4.6 million for 2019, $5.2 million for 2020, $5.9 million for 2021, and $6.6 million for 2022.

To determine present values of Floridian Community based on these projections, Hovde utilized two discounted cash flow models, each of which capitalized terminal values using different multiples: (1) Terminal Price/Earnings Multiple (“DCF Terminal P/E Multiple”); and, (2) Terminal Price/Tangible Book Value Multiple (“DCF Terminal P/TBV Multiple”).

In the DCF Terminal P/E Multiple analysis, an estimated value of Floridian Community’s common stock was calculated based on the present value of Floridian Community’s after-tax net income based on Floridian Community management’s forward-looking projections. Hovde utilized a terminal value at the end of 2022 by applying a five point range of price-to-earnings multiples of 19.6x to 23.6x, which range is based around the median price-to-earnings multiple derived from transactions in the Regional Group of 21.6x. The present value of Floridian Community’s projected dividends, of which there were none projected, plus the terminal value was then calculated assuming a range of discount rates between 12.35% and 14.35%, with a midpoint of 13.35% discounted over a period of 5.09 years. This range of discount rates was chosen to reflect different assumptions regarding the required rates of return of holders or prospective buyers of Floridian Community’s common stock. The range of discount rates utilized the buildup method to determine such required rates of return and was based upon the risk-free interest rate, an equity risk premium, an industry risk premium, and a size premium which resulted in a discount rate of 13.35% used as the midpoint of the five point range of discount rates of 12.35% to 14.35%. The resulting aggregate values of Floridian Community’s common stock based on the DCF Terminal P/E Multiple applied to the 2022 projected earnings of $6.6 million and then discounted over a 5.09 year period utilizing the five point range of discount rates set forth above resulted in implied aggregate values between $65.5 million and $86.3 million with a midpoint of $75.5 million.

In the DCF Terminal P/TBV Multiple model, the same earnings estimates and projected net income were used as in the preceding DCF Terminal P/E Multiple analysis to determine the projected tangible book value for Floridian Community as of December 31, 2022. In arriving at the terminal value at the end of 2022, Hovde applied a five point range of price-to-tangible book value multiples of 1.49x to 1.69x utilizing as a midpoint of the range the median price-to-tangible book value multiple derived from transactions in the Regional Group of 1.59x. The present value of projected dividends, of which there were none projected, plus the terminal value was then calculated assuming the range of discount rates between 12.35% and 14.35%, with a midpoint of 13.35% discounted over a period of 5.09 years as was applied in the DCF Terminal P/E Multiple analysis set forth above. The resulting implied aggregate values of Floridian Community’s common stock based on the DCF Terminal P/TBV Multiple analysis ranged between $57.6 million and $71.4 million with a midpoint of $64.2 million.

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These analyses and their underlying assumptions yielded a range of implied multiple values for Floridian Community’s common stock which are outlined in the table below:

Hovde noted that while the discounted cash flow present value analysis is a widely used valuation methodology, it relies on numerous assumptions, including asset and earnings growth rates, projected dividend payouts, terminal values and discount rates. Hovde’s analysis does not purport to be indicative of the actual values or expected aggregate values of Floridian Community’s common stock.

FCB Comparable Companies Analysis: Hovde used publicly available information to compare selected financial and trading information for FCB and a group of 13 publicly-traded financial institutions selected by Hovde based on publicly-traded banks headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia with total assets between $6.0 billion and $15.0 billion.

The analysis compared publicly available financial and market trading information for FCB and the data for the 13 financial institutions identified above as of and for the most recent twelve-month period which was publicly available. The table below compares the data for FCB and the median data for the 13 financial institutions identified above, with pricing data as of November 24, 2017.

FCB fell within the range of pricing metrics of comparable companies. No company used as a comparison in the above analysis is identical to FCB. Accordingly, an analysis of these results is not strictly mathematical. Rather,

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it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies.

Accretion / Dilution Analysis: Hovde performed a pro forma merger analysis that combined projected income statement and balance sheet information of Floridian Community and FCB. Assumptions regarding the accounting treatment, acquisition adjustments, cost savings and synergies were used to calculate the financial impact what the Merger would have on certain projected financial results of FCB. For purposes of this analysis, Hovde used the S&P Cap IQ mean of analyst earnings estimates for FCB for the years ending December 31, 2017, December 31, 2018, December 31, 2019, and an earnings growth rate of 7.50% was assumed for December 31, 2020. Additionally, Hovde used earnings estimates provided by Floridian Community’s management for Floridian Community for the years ending December 31, 2017, December 31, 2018, and December 31, 2019. This analysis indicated that the Merger is expected to be accretive by $0.03 per share to FCB’s consensus estimated earnings per share of $3.17 in 2018, accretive by $0.03 per share to FCB’s consensus estimated earnings per share of $3.66 in 2019, and accretive by $0.04 per share to FCB’s consensus estimated earnings per share of $3.94 in 2020. The analysis also indicated that the Merger is expected to: (i) be dilutive to tangible book value per share for FCB by $0.06 per share in 2018, dilutive by $0.02 per share in 2019, and accretive by $0.02 per share in 2020; (ii) result in a tangible book value payback period of 2.4 years; and (iii) result in FCB maintaining capital ratios in excess of those required for FCB to be considered well-capitalized under existing regulations. For all of the above analyses, the actual results achieved by Floridian Community and FCB prior to and following the Merger may vary from the projected results, and the variations may be material.

Other Factors and Analyses. Hovde took into consideration various other factors and analyses, including but not limited to: current market environment; merger and acquisition environment; movements in the common stock valuations of selected publicly-traded banking companies; and movements in the S&P 500 Index.

Conclusion. Based upon the foregoing analyses and other investigations and assumptions as set forth in its opinion, without giving specific weightings to any one factor, analysis or comparison, Hovde determined that, as of the date of the its opinion, the Per Common Share Consideration to be paid in connection with the Merger is fair to the holders of Floridian Community common stock from a financial point of view. Each Floridian Community shareholder is encouraged to read Hovde’s fairness opinion in its entirety. The full text of this fairness opinion is included as Annex C to this proxy statement and prospectus.

Dissenters’ Rights of Appraisal of Holders of Floridian Community Common Stock

Holders of Floridian Community common stock as of the record date are entitled to appraisal rights under the FBCA. Pursuant to Sections 607.1301—607.133, a Floridian Community shareholder who does not wish to accept the consideration to be received pursuant to the terms of the Merger Agreement may dissent from the Merger and elect to receive the fair value of his or her shares of Floridian Community common stock immediately prior to the date of the Floridian Community special meeting to vote on the proposal to approve the Merger Agreement, excluding any appreciation or depreciation in anticipation of the Merger unless exclusion would be inequitable. You should note that a condition to the closing of the Merger is that less than 5% of the outstanding shares of Floridian Community common stock validly exercise, or remain entitled to exercise, their appraisal rights.

In order to exercise appraisal rights, a dissenting Floridian Community shareholder must strictly comply with the statutory procedures of Sections 607.1302 and 607.1323 of the FBCA, which are summarized below. A copy of the full text of Sections 607.1301 through 607.1333 of the FBCA, including Sections 6.07.1302 and 607.1323, are included as Annex D to this proxy statement and prospectus. Floridian Community shareholders are urged to read Annex D in its entirety and to consult with their legal advisors. Each Floridian Community shareholder who desires to assert his or her appraisal rights is cautioned that failure on his or her part to adhere strictly to the requirements of Florida law in any regard will cause a forfeiture of any appraisal rights.

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Procedures for Exercising Dissenters’ Rights of Appraisal

The following summary of Florida law is qualified in its entirety by reference to the full text of the applicable provisions of the FBCA, a copy of which are included as Annex D to this proxy statement and prospectus.

A dissenting shareholder, who desires to exercise his or her appraisal rights, must file with Floridian Community, prior to the taking of the vote on the Merger, a written notice of intent to demand payment for his or her shares if the Merger is effectuated. A vote against the adoption and approval of the Merger Agreement will not alone be deemed to be the written notice of intent to demand payment and will not be deemed to satisfy the notice requirements under the FBCA. A dissenting shareholder need not vote against the Merger Agreement, but cannot vote, or allow any nominee who holds such shares for the dissenting shareholder to vote, any of his or her shares of Floridian Community common stock in favor of adoption and approval of the Merger Agreement. A vote in favor of adoption and approval of the Merger Agreement will constitute a waiver of the shareholder’s appraisal rights. Such written notification should be delivered either in person or by mail (certified mail, return receipt requested, being the recommended form of transmittal) to:

Floridian Community Holdings, Inc.

5599 South University Drive

Davie, Florida 33328

Attention: Ulises I. Alonso, Assistant Corporate Secretary

All such notices must be signed in the same manner as the shares are registered on the books of Floridian Community. If a Floridian Community shareholder has not provided written notice of intent to demand fair value before the vote on the proposal to adopt and approve the Merger Agreement is taken at the Floridian Community special meeting, then the Floridian Community shareholder will be deemed to have waived his or her appraisal rights.

Within 10 days after the completion of the Merger, FCB must provide to each Floridian Community shareholder who filed a notice of intent to demand payment for his or her shares a written appraisal notice and an appraisal election form that specifies, among other things:

The form must also contain FCB’s offer to pay to the Floridian Community shareholder the amount that it has estimated as the fair value of the shares of Floridian Community common stock, and request certain information from the Floridian Community shareholder, including:

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A dissenting shareholder must submit the certificate(s) representing his or her shares with the appraisal election form. Any dissenting shareholder failing to return a properly completed appraisal election form and his or her stock certificates within the period stated in the form will lose his or her appraisal rights and be bound by the terms of the Merger Agreement.

Upon returning the appraisal election form, a dissenting shareholder will be entitled only to payment pursuant to the procedure set forth in the applicable sections of the FBCA and will not be entitled to vote or to exercise any other rights of a shareholder, unless the dissenting shareholder withdraws his or her demand for appraisal within the time period specified in the appraisal election form.

A dissenting shareholder who has delivered the appraisal election form and his or her Floridian Community common stock certificates may decline to exercise appraisal rights and withdraw from the appraisal process by giving written notice to FCB within the time period specified in the appraisal election form. Thereafter, a dissenting shareholder may not withdraw from the appraisal process without the written consent of FCB. Upon such withdrawal, the right of the dissenting shareholder to be paid the fair value of his or her shares will cease, and he or she will be reinstated as a shareholder and will be entitled to receive the Merger Consideration.

If the dissenting shareholder accepts the offer of FCB in the appraisal election form to pay FCB’s estimate of the fair value of the shares of Floridian Community common stock, payment for the shares of the dissenting shareholder is to be made within 90 days after the receipt of the appraisal election form by FCB or its agent. Upon payment of the agreed value, the dissenting shareholder will cease to have any interest in such shares.

A shareholder must demand appraisal rights with respect to all of the shares registered in his or her name, except that a record shareholder may assert appraisal rights as to fewer than all of the shares registered in the record shareholder’s name but which are owned by a beneficial shareholder, if the record shareholder objects with respect to all shares owned by the beneficial shareholder. A record shareholder must notify Floridian Community in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. A beneficial shareholder may assert appraisal rights as to any shares held on behalf of the beneficial shareholder only if the beneficial shareholder submits to Floridian Community the record shareholder’s written consent to the assertion of such rights before the date specified in the appraisal notice, and does so with respect to all shares that are beneficially owned by the beneficial shareholder.

Section 607.1330 of the FBCA addresses what should occur if a dissenting shareholder fails to accept the offer of FCB to pay the value of the shares as estimated by FCB, and FCB fails to comply with the demand of the dissenting shareholder to pay the value of the shares as estimated by the dissenting shareholder, plus interest.

If a dissenting shareholder refuses to accept the offer of FCB to pay the value of the shares as estimated by FCB, and FCB fails to comply with the demand of the dissenting shareholder to pay the value of the shares as estimated by the dissenting shareholder, plus interest, then within 60 days after receipt of a written demand from any dissenting shareholder given within 60 days after the date on which the Merger was effected, FCB shall, or at its election at any time within such period of 60 days may, file an action in any court of competent jurisdiction in the county in Florida where the registered office of FCB, maintained pursuant to Florida law, is located requesting that the fair value of such shares be determined by the court.

If FCB fails to institute a proceeding within the above-prescribed period, any dissenting shareholder may do so in the name of FCB. A copy of the initial pleading will be served on each dissenting shareholder. FCB is required to pay each dissenting shareholder the amount found to be due within 10 days after final determination of the proceedings, which amount may, in the discretion of the court, include a fair rate of interest, which will also be determined by the court. Upon payment of the judgment, the dissenting shareholder ceases to have any interest in such shares.

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Section 607.1331 of the FBCA provides that the costs of a court appraisal proceeding, including reasonable compensation for, and expenses of, appraisers appointed by the court, will be determined by the court and assessed against FCB, except that the court may assess costs against all or some of the dissenting shareholders, in amounts determined by the court, to the extent that the court finds such shareholders acted arbitrarily, vexatiously or not in good faith with respect to their appraisal rights. The court also may assess the fees and expenses of counsel and experts for the respective parties, in amounts determined by the court, against: (i) FCB and in favor of any or all dissenting shareholders if the court finds FCB did not substantially comply with the notification provisions set forth in Sections 607.1320 and 607.1322 of the FBCA; or (ii) either FCB or a dissenting shareholder, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the appraisal rights. If the court in an appraisal proceeding finds that the services of counsel for any dissenting shareholder were of substantial benefit to other dissenting shareholders, and that the fees for those services should not be assessed against FCB, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the dissenting shareholders who were benefited. To the extent that FCB fails to make a required payment when a dissenting shareholder accepts FCB’s offer to pay the value of the shares as estimated by FCB, the dissenting shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from FCB all costs and expenses of the suit, including counsel fees.

If a Floridian Community shareholder does not strictly comply with each of the conditions described above, the shareholder will not be entitled to dissenters’ rights under the FBCA. If you execute and return the enclosed proxy but do not specify a choice on the Merger Proposal, you will be deemed to have voted in favor of the Merger and, accordingly, to have waived your dissenters’ rights, unless you revoke the proxy prior to its being voted. Accordingly, if you return the enclosed proxy and wish to dissent from the Merger, you must vote your Floridian Community shares against the Merger Proposal or abstain from voting.

This summary of the rights of dissenting shareholders addresses all material features of the applicable Florida dissenters’ rights statute, but does not contain a description of all requirements of the dissenters’ rights statute and is qualified in its entirety by reference to the full text of the statutory provisions attached to this document as Annex D.

If you wish to exercise dissenters’ rights with respect to the Merger and you fail to comply with the statutory requirements for exercising dissenters’ rights, you will lose such rights. Accordingly, Floridian Community shareholders who may wish to exercise dissenters’ rights should consider seeking legal counsel.

Registration of FCB Class A Common Stock and Restrictions on Resales by Affiliates

FCB has registered its shares of Class A common stock to be issued in the Merger with the SEC under the Securities Act. No restrictions on the sale or other transfer of shares of FCB Class A common stock issued in the Merger will be imposed solely as a result of the Merger, except for restrictions on the transfer of shares of FCB Class A common stock issued to any Floridian Community shareholder who is or becomes an “affiliate” of FCB for purposes of Rule 144 under the Securities Act. The term “affiliate” is defined in Rule 144 under the Securities Act as a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, FCB or the combined company, as the case may be, and generally includes executive officers, directors and shareholders beneficially owning 10% or more of FCB’s outstanding common stock.

Regulatory Approvals

Under federal law, the Merger must be approved by the Federal Reserve and the Bank Merger must be approved by the OCC. Notifications and/or applications requesting approval may also be submitted to various other federal

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and state regulatory authorities and self-regulatory organizations. On December 22, 2017, FCB filed all applications and notifications to obtain these regulatory approvals.

Although FCB currently believes that it should be able to obtain all required regulatory approvals in a timely manner, FCB cannot be certain when or if it will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to FCB after the completion of the Merger or will contain a burdensome condition (as defined below in “THE MERGER AGREEMENT—Conditions to Completion of the Merger”).

Federal Reserve. Completion of the Merger requires approval by the Federal Reserve pursuant to Sections 3 and 4 of the BHC Act.

The Federal Reserve is prohibited from approving any merger transaction under Section 3 of the BHC Act (i) that would result in a monopoly or be in furtherance of any combination or conspiracy to monopolize, or to attempt to monopolize, the business of banking in any part of the United States, or (ii) whose effect in any section of the United States may be to substantially lessen competition, or to tend to create a monopoly or in any other manner restrain trade, unless the Federal Reserve finds that the anti-competitive effects of the Merger transaction are clearly outweighed in the public interest by the probable effect of the Merger transaction in meeting the convenience and needs of the communities to be served.

In addition, among other things, in reviewing the Merger , the Federal Reserve must consider (i) the effect of the proposal on competition, (ii) the financial condition and future prospects of FCB, Floridian Community and their respective subsidiary banks, (iii) the competence, experience, and integrity of the officers, directors and principal shareholders of FCB, Floridian Community and their respective subsidiary banks, (iv) the convenience and needs of the communities to be served, including the record of performance under the Community Reinvestment Act of 1977, as amended, (v) the companies’ effectiveness in combating money-laundering activities, (vi) FCB’s and its subsidiaries’ record of compliance with applicable community reinvestment laws and (vii) the risk to the stability of the United States banking or financial system presented by the Merger and the related transactions. In connection with its review, the Federal Reserve provides an opportunity for public comment on the application and is authorized to hold a public meeting or other proceeding if it determines that would be appropriate.

OCC. Completion of the Bank Merger requires approval by the OCC pursuant to the Bank Merger Act. In evaluating an application filed under the Bank Merger Act, the OCC uses substantially the same criteria as used by the Federal Reserve when evaluating applications filed pursuant to the BHC Act as described above. In connection with its review, the OCC also provides an opportunity for public comment on the application and is authorized to hold a public meeting or other proceeding if it determines that would be appropriate.

Pursuant to the BHC Act and the Bank Merger Act, transactions approved by the Federal Reserve and the OCC generally may not be completed until 30 days after the approval is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the Federal Reserve or the OCC, as the case may be, and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the Merger, the DOJ could analyze the Merger’s effect on competition differently than the Federal Reserve or the OCC, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve or the OCC does regarding the Merger’s effects on competition. A determination by the DOJ not to object to the Merger may not prevent the filing of antitrust actions by private persons or state attorneys general.

Effective Date of the Merger

The Merger will be consummated if the Merger Proposal is approved by the Floridian Community shareholders, all required consents and approvals are obtained and all other conditions to the Merger are either satisfied or

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waived. The Merger will become effective when the Articles of Merger are filed with the Secretary of State of Florida or at such later date and time as may be specified in the Articles of Merger. The closing of the Merger will occur on the first business day of the calendar month following the calendar month in which the last of the conditions to the Merger are satisfied or waived or on such other date as agreed to by the parties. We currently anticipate that the Merger will be completed in the first or second quarter of 2018. However, completion of the Merger could be delayed if there is a delay in obtaining the required shareholder or regulatory approvals or in satisfying the other conditions to completion of the Merger. Floridian Community and FCB each have the right, subject to certain conditions, to terminate the Merger Agreement if the Merger is not completed by August 24, 2018.

NYSE Listing

FCB will file a notification with the NYSE regarding the issuance of FCB Class A common stock in the Merger. Following the Merger, the FCB shares of Class A common stock issued to Floridian Community shareholders will be listed on the NYSE.

Registration Statement

FCB has filed a Registration Statement on Form S-4 with the SEC in order to register the shares of FCB Class A common stock to be issued pursuant to the Merger under the Securities Act. Because FCB Class A common stock is listed on the NYSE, it is exempt from the statutory registration requirements of each state in the United States. Therefore, FCB has not taken any steps to register its stock under state laws.

Accounting Treatment

FCB will account for the Merger as a purchase by FCB of Floridian Community under GAAP. Under the purchase method of accounting, the total consideration paid in connection with the Merger is allocated among Floridian Community’s assets, liabilities and identified intangibles based on the fair values of the assets acquired, the liabilities assumed and the identified intangibles. The difference between the total consideration paid in connection with the Merger and the fair values of the assets acquired, the liabilities assumed and the identified intangibles, if any, is allocated to goodwill. The results of operations of Floridian Community will be included in FCB’s results of operations from the date of acquisition.

Interests of Certain Persons in the Merger

When considering the recommendation of the Board of Directors of Floridian Community, you should be aware that certain of the directors and officers of Floridian Community have interests in the Merger other than their interests as Floridian Community shareholders, pursuant to certain agreements and understandings. These interests are different from, or in conflict with, your interests as Floridian Community shareholders. The members of Floridian Community’s Board of Directors and the FCB Board of Directors were aware of these additional interests, and considered them, when they approved the Merger Agreement. Except as follows, to the knowledge of Floridian Community, the officers and directors of Floridian Community do not have any material interest in the Merger apart from their interests as shareholders.

Employment and Consulting Agreements. FCB Bank has entered into employment and consulting agreements with each of Joseph S. Marzouca, the Chief Executive Officer of Floridian Community, and Ulises I. Alonso, the Chief Financial Officer of Floridian Community, and an employment agreement with Lee A. Frankhouser, the President of Floridian Community. Those agreements will become effective as of the effective date of the Merger. Such agreements will provide for certain transitional employment and compensation arrangements for each of the executives, as follows:

Term: The employment term for each of the executives under their respective agreements with FCB Bank will continue until the earlier to occur of FCB Bank completing the integration of Floridian Community’s business

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operations and systems or 120 days after the effective date of the Merger. For each of Mr. Marzouca and Mr. Alonso, if such executive is still employed by FCB Bank following such integration period, such executive will provide consulting services to FCB Bank, in the case of Mr. Marzouca for a period of 12 months, and in the case of Mr. Alonso, for a period of four months.

Each executive has the right to terminate the arrangement with FCB Bank with 30 days’ prior notice to FCB Bank, and FCB may terminate the arrangement with or without cause.

Compensation:

Base Salary: The base salary and consulting fees to be paid to the executives under the agreements are as follows:

Closing Payments: Within thirty (30) days after the effective date of the Merger, each executive will receive payout of all of such executive’s outstanding Floridian Community stock options (if any) in accordance with the terms of the Merger Agreement. In addition, each executive will receive payout of his “Change in Control Benefit” under the Supplemental Executive Retirement Plan Agreement between such executive and Floridian Community, which in the case of Mr. Marzouca, Mr. Frankhouser and Mr. Alonso is equal to $1,759,686, $1,052,414 and $817,320, respectively. Each of Mr. Marzouca and Mr. Frankhouser will also receive a lump sum cash payment equal to $550,000 and $280,000, respectively.

Integration Bonus: Each of Mr. Frankhouser and Mr. Alonso is also entitled to receive a lump sum cash payment equal to $40,000 and $100,000, respectively, as an integration bonus, within thirty (30) days following the successful completion of integration of Floridian Community’s business operations and systems.

Non-Compete Payment: In consideration for providing certain non-solicitation and non-competition covenant in each of their respective agreements with FCB (described further below), no later than (60) days following the end of their respective employment terms, each of Mr. Marzouca, Mr. Frankhouser and Mr. Alonso will receive a lump sum cash payment equal to $850,000, $250,000 and $300,000, respectively (subject to adjustment pursuant to Section 280G of the Internal Revenue Code), unless such executive is in breach of such non-solicitation and non-competition covenants.

Car Allowance: Each of the executives will be provided with a car allowance of $750 per month during the employment term.

Certain Payments Upon Termination

If the executive’s employment is terminated by FCB Bank without cause, or if executive resigns for good reason or due to death or disability, FCB Bank will pay to executive the remainder of any base salary and consulting fees (if applicable), and in the case of Mr. Alonso and Mr. Frankhouser, the integration bonus, that would have been payable through the term but for the termination, in a cash lump sum.

In the case of Mr. Marzouca and Mr. Alonso, if such executive’s consulting services are terminated without cause, or if the executive resigns for good reason or due to death or disability, FCB Bank will pay to executive the remainder of any consulting fees that would have been payable through the consulting period in a cash lump sum.

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If the executive is terminated for cause or upon his voluntary resignation other than for good reason, the only payment that will be due from FCB Bank to executive will be the non-compete payment.

Agreements Not to Solicit or Hire Employees or Customers; Non-Compete

For a period of two years, in the case of Mr. Marzouca, eighteen (18) months in the case of Mr. Alonso and one year in the case of Mr. Frankhouser (each, a “Restricted Period”), each executive has agreed:

Stock Ownership and Voting Agreements. All of the directors, certain officers and certain significant shareholders of Floridian Community, as of November 27, 2017, the date the Merger Agreement was executed, entered into a voting agreement with FCB to cause all Floridian Community common stock owned by each of them of record or beneficially on such date to be voted in favor of the Merger Proposal. A copy of the form of these voting agreements is attached as Annex B to this proxy statement and prospectus. See “THE MERGER AGREEMENT—Voting Agreement” on page 69. As of the record date, the directors, officers and the shareholders of Floridian Community that executed such voting agreements had the power to vote, or caused to be voted, an aggregate of 1,185,183.92 shares of Floridian Community voting common stock outstanding, representing approximately 34.74% of Floridian Community’s voting common stock outstanding on that date, and an aggregate of 372,195 shares of Floridian Community non-voting common stock outstanding, representing approximately 89.55% of Floridian Community’s outstanding non-voting common stock on that date. Other than directors and certain officers of Floridian Community, the only shareholders that executed the voting agreement owned five percent or more of Floridian Community’s outstanding common stock, as of November 27, 2017.

For a list of the number of shares of Floridian Community common stock held by (i) each director of Floridian Community, (ii) each shareholder that is known to Floridian Community as of the date of this proxy statement and prospectus to beneficially own more than 5% percent of the outstanding shares of Floridian Community common stock and (iii) all directors and executive officers of Floridian Community as a group, see “THE FLORIDIAN COMMUNITY SPECIAL MEETING—Beneficial Ownership of Floridian Community Common Stock by Certain Shareholders.”

Stock Options. To the extent a director or executive officer of Floridian Community and/or Floridian Community Bank holds outstanding Floridian Community stock options, upon completion of the Merger, such Floridian Community stock options, whether vested or unvested, will be cancelled and terminated. In exchange, the holders of such stock options will receive cash, without any interest and subject to any required withholding tax, in an amount equal to the Merger Consideration Value Per Share, minus the applicable exercise price of such outstanding Floridian Community stock option.

Indemnification and Continued Director and Officer Liability Coverage. FCB will indemnify, defend and hold harmless each person who is or has been at any time prior to the date of the Merger Agreement or who becomes prior to the effective time of the Merger, an officer or director of Floridian Community and its subsidiaries (solely when acting in such capacity). FCB’s indemnification obligations extend to all losses, claims, damages, liabilities, fees, expenses, judgments and fines incurred in connection with any claim, action, suit proceeding or investigation arising out of matters, actions or omissions occurring at or prior to the effective time of the Merger that is asserted or commenced prior to the six-year anniversary of the closing. Such indemnification payments

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will also include any amounts owed pursuant to a deductible, retention or similar provision under the “tail” directors’ and officers’ liability insurance policy obtained by Floridian Community as required under the Merger Agreement and described in the following paragraph.

Floridian Community will obtain, effective from and after the effective time of the Merger, a prepaid, fully earned and non-cancellable “tail” directors’ and officers’ liability insurance policy. Such policy shall be in respect of acts or omissions occurring at or prior to the effective time of the Merger with a claims period of six years from the effective time of the Merger. This policy will cover each person who is covered by any such policy of Floridian Community as of the date of the Merger Agreement, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of Floridian Community and its subsidiaries than those of the directors’ and officers’ liability insurance policy in effect as of the date of the Merger Agreement. The Merger Agreement provides that Floridian Community will only obtain such a policy with annual premiums that are no more than an amount equal to two hundred percent (200%) of the annual premium paid by Floridian Community for coverage for its current policy year for such insurance. Should the premium exceed that amount, Floridian will instead purchase as much coverage as may be available for such a premium amount.

Line of Credit. On September 15, 2015, a trust controlled by Harvey Sorkin, a member of Floridian Community’s Board of Directors, purchased from a bank a $5,000,000 line of credit, which is secured by all outstanding shares of Floridian Community Bank’s common stock. On September 22, 2015, Floridian Community entered into a Renewal, Extension and Modification Agreement with such trust. Pursuant to the Renewal, Extension and Modification Agreement, the maturity of the line of credit was extended to September 22, 2020 and interest payments are due monthly. No other modifications were made to the line of credit by the Renewal, Extension and Modification Agreement. As of September 30, 2016, the balance on the line of credit was $2,500,000. The line of credit bears interest at prime rate as published or quoted from time to time by The Wall Street Journal, subject to a floor of 5.50% and ceiling of 8.5%. The interest rate was 5.5% as of September 30, 2016. It is a condition to the closing of the Merger that Floridian Community shall have fully paid any outstanding balances under the line of credit and that the line of credit shall have been terminated pursuant to its terms.

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THE MERGER AGREEMENT

The following discussion describes the material provisions of the Merger Agreement. We urge you to read the Merger Agreement, which is attached as Annex A and incorporated by reference in this proxy statement and prospectus, carefully and in its entirety. The description of the Merger Agreement in this proxy statement and prospectus has been included to provide you with information regarding its terms. The Merger Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of that contract between the parties and are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.

Structure

Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Floridian Community, with Floridian Community being the surviving company. Immediately thereafter and as part of a single integrated transaction, Floridian Community will merge with and into FCB, with FCB being the surviving company. As a result, the separate existence of Floridian Community will terminate. Immediately following the Merger or at such later time as FCB may determine, Floridian Community Bank will merge with and into FCB Bank, with FCB Bank being the surviving bank and continuing its existence as a national banking association.

Merger Consideration

In connection with the Merger, Floridian Community shareholders will receive, for each share of Floridian Community common stock they hold immediately prior to the completion of the Merger, 0.4584 of a fully paid and non-assessable share of FCB Class A common stock. Upon completion of the Merger, each outstanding Floridian Community stock option will be cancelled and terminated. In exchange therefor, the holders of such options will receive cash, without any interest and subject to any required withholding tax, in an amount equal to the Merger Consideration Value Per Share, minus the applicable exercise price per share of such outstanding Floridian Community stock option. In the event that the exercise price of any Floridian Community stock option outstanding immediately prior to the completion of the Merger is greater than or equal to the Merger Consideration Value Per Share, no cash payment or other consideration for such Floridian Community stock option will be due or payable in respect thereof and such Floridian Community stock option will be cancelled as of the completion of the Merger.

The Exchange Ratio is subject to adjustment if FCB changes the number or kind of shares of its Class A common stock outstanding by way of stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction.

Conversion of Shares; Exchange of Certificates; Fractional Shares

Conversion. The conversion of Floridian Community common stock into the right to receive the Merger Consideration will occur automatically at the effective time of the Merger.

Exchange Procedures. Prior to the completion of the Merger, FCB will deposit with its transfer agent or with a depository or trust institution of recognized standing selected by it and reasonably satisfactory to Floridian Community, which we refer to as the “Exchange Agent,” (i) certificates, or at FCB’s option, evidence of shares in book-entry form, representing the shares of FCB Class A common stock to be issued under the Merger Agreement and (ii) cash payable as part of the Merger Consideration and instead of any fractional shares of FCB Class A common stock to be issued under the Merger Agreement. As promptly as reasonably practicable after the effective time of the Merger, the Exchange Agent will provide Floridian Community shareholders with instructions in order to exchange their shares of Floridian Community common stock for the Merger

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Consideration to be received in the Merger pursuant to the terms of the Merger Agreement. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Floridian Community common stock.

If any FCB Class A common stock is to be issued, or cash payment made, in a name other than that in which the Floridian Community common stock surrendered in exchange for the Merger Consideration is registered, the Floridian Community common stock surrendered must be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form of transfer. The person requesting the exchange must also pay any transfer or other similar taxes required due to such request, or must establish to the reasonable satisfaction of FCB and the Exchange Agent that any such taxes have been paid or are not applicable.

Dividends and Distributions. Until your Floridian Community common stock is surrendered for exchange, any dividends or other distributions declared after the effective time with respect to FCB Class A common stock into which shares of Floridian Community common stock may have been converted will accrue but will not be paid. When such Floridian Community common stock has been duly surrendered, FCB will pay any unpaid dividends or other distributions, without interest. After the effective time, there will be no transfers on the stock transfer books of Floridian Community of any shares of Floridian Community common stock. If shares of Floridian Community common stock are presented for transfer after the completion of the Merger, they will be cancelled and exchanged for the Merger Consideration into which the shares of Floridian Community common stock have been converted.

Withholding. The Exchange Agent will be entitled to deduct and withhold from the Merger Consideration payable to any Floridian Community shareholder the amounts it is required to deduct and withhold under any federal, state, local or foreign tax law. If the Exchange Agent withholds any amounts, these amounts will be treated for all purposes of the Merger as having been paid to the shareholders from whom they were withheld.

No Fractional Shares Will Be Issued. FCB will not issue fractional shares of FCB Class A common stock in the Merger. There will be no dividends or distributions with respect to any fractional shares of common stock or any voting or other rights with respect to any fractional shares of common stock. Instead of fractional shares of FCB Class A common stock, FCB will pay, as soon as reasonably practicable following the effective time of the Merger, to each Floridian Community shareholder an amount in cash determined by the multiplying the fractional share of FCB Class A common stock by the Merger Consideration Value Per Share.

Lost, Stolen or Destroyed Floridian Community Common Stock Certificates. If you have lost a certificate representing Floridian Community common stock, or it has been stolen or destroyed, FCB will issue to you the common stock or cash payable under the Merger Agreement if you submit an affidavit of that fact and, if requested by FCB, if you post bond in a customary amount as indemnity against any claim that may be made against FCB about ownership of the lost, stolen or destroyed certificate.

For a description of FCB Class A common stock and a description of the differences between the rights of Floridian Community shareholders and FCB shareholders, see “DESCRIPTION OF FCB CAPITAL STOCK” and “COMPARISON OF SHAREHOLDER RIGHTS.”

Effective Time

We plan to complete the Merger on the first business day of the calendar month following the calendar month in which the last remaining conditions to the Merger is satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of those conditions), or at such other time and date as may be mutually agreed by the parties. The time the Merger is completed is the effective time of the Merger. See “—Conditions to Completion of the Merger”.

We anticipate that we will complete the Merger during the first or second quarter of 2018. However, completion could be delayed if there is a delay in obtaining the necessary regulatory approvals or for other reasons. There

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can be no assurances as to if or when these approvals will be obtained or as to whether or when the Merger will be completed. If we do not complete the Merger by August 24, 2018, subject to an extension for an additional 90 days in order to obtain pending regulatory approval or elimination of some specified legal restraint, either party may terminate the Merger Agreement without penalty, unless the failure to complete the Merger by this date is due to the failure of the party seeking to terminate the Merger Agreement to perform or observe its obligations under the Merger Agreement. See “—Conditions to Completion of the Merger” and “—Regulatory Approvals Required for the Merger”.

Representations and Warranties

The Merger Agreement contains representations and warranties of FCB and Floridian Community, to each other, as to, among other things:

In addition, the Merger Agreement contains representations and warranties of Floridian Community to FCB as to, among other things:

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In addition, the Merger Agreement contains representations and warranties of FCB to Floridian Community as to, among other things:

Conduct of Business Pending the Merger

Floridian Community has agreed that, except as expressly contemplated by the Merger Agreement, or as disclosed in writing prior to the signing of the Merger Agreement or as directed in writing by any governmental authority, it will not, and will not agree to, without FCB’s prior written consent:

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FCB has agreed that, except as expressly contemplated by the Merger Agreement, or as disclosed in writing prior to the signing of the Merger Agreement or as directed in writing by any governmental authority, it will not, and will not agree to, without Floridian Community’s prior written consent, it will not, and will cause each of its subsidiaries not to:

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Acquisition Proposals by Third Parties

Floridian Community has agreed that it will not solicit or encourage inquiries or proposals with respect to any other Acquisition Proposal. Floridian Community has also agreed that it will not engage in any negotiations concerning any other Acquisition Proposal, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any other Acquisition Proposal.

However, if Floridian Community receives an unsolicited bona fide Acquisition Proposal and the Floridian Community Board of Directors concludes in good faith (after consultation with its financial and legal advisors) that it constitutes a Superior Proposal, Floridian Community may furnish nonpublic information and participate in negotiations or discussions if the Floridian Community Board of Directors concludes in good faith, after consultation with its outside legal counsel, that failure to take those actions would result in a violation of its fiduciary duties under applicable law. Before providing any nonpublic information, Floridian Community must enter into a confidentiality agreement with the third party no less favorable to it than the confidentiality agreement with FCB. While Floridian Community has the right to enter into negotiations regarding a Superior Proposal under the foregoing circumstances, the Merger Agreement does not allow Floridian Community to terminate the Merger Agreement solely because it has received a Superior Proposal, entered into such negotiations or decided to accept such offer.

For purposes of the Merger Agreement, the terms “Acquisition Proposal” and “Superior Proposal “ have the following meanings:

The term “Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement:

The term “Superior Proposal” means a bona fide written Acquisition Proposal (with the references to 20% deemed references to 50%) that Floridian Community’s Board of Directors concludes in good faith to be more favorable from a financial point of view to its shareholders than the FCB Merger after:

Floridian Community has agreed to cease immediately any activities, negotiations or discussions conducted before the date of the Merger Agreement with any other persons with respect to Acquisition Proposals and to use commercially reasonable efforts to enforce any confidentiality or similar agreement relating to such Acquisition Proposals and request and confirm the return or destruction of any confidential information provided to any person other than FCB and its affiliates. Floridian Community has also agreed to promptly notify FCB of receiving any Acquisition Proposal and the substance of the proposal.

In addition, Floridian Community has agreed to use its reasonable best efforts to obtain from its shareholders approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. However, if the Floridian Community Board of Directors (after consultation with, and based on the advice of, counsel) determines in good faith that, because of an Acquisition Proposal that Floridian Community’s Board of Directors concludes in good faith constitutes a Superior Proposal, to continue to recommend such items to its shareholders

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would result in a violation of its fiduciary duties under applicable law, it may withhold or withdraw or modify its recommendation or submit such items without recommendation and communicate the basis for its lack of recommendation to its shareholders. Floridian Community agreed that before taking such action with respect to an Acquisition Proposal, it will give FCB at least five business days to respond to the proposal and will consider any amendment or modification to the Merger Agreement proposed by FCB.

Under certain circumstances, including if the Merger Agreement is terminated in the event Floridian Community breaches certain obligations described above, Floridian Community must pay FCB a fee equal to $3,100,000. See “—Termination of the Merger Agreement”.

Other Agreements

In addition to the agreements we have described above, we have also agreed in the Merger Agreement to take several other actions, such as:

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Conditions to Completion of the Merger

The obligations of FCB and Floridian Community to complete the Merger are subject to the satisfaction or waiver of the following conditions:

The obligation of Floridian Community to complete the Merger is subject to the satisfaction or waiver of the following conditions:

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In addition, the obligation of FCB and Merger Sub to complete the Merger is subject to the satisfaction or waiver of the following conditions:

No assurance can be provided as to if, or when, the required regulatory approvals necessary to complete the Merger will be obtained, or whether all of the other conditions to the Merger will be satisfied or waived by the party permitted to do so. As discussed below, if the Merger is not completed on or before August 24, 2018, subject to a possible 90-day extension by either party discussed below, either FCB or Floridian Community may terminate the Merger Agreement, unless the failure to complete the Merger by that date is due to the failure of the party seeking to terminate the Merger Agreement to comply with any of the provisions of the Merger Agreement.

Termination of the Merger Agreement

The Merger Agreement may be terminated by either FCB or Floridian Community at any time before or after Floridian Community has received approval of the Merger Proposal by its shareholders:

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The Merger Agreement may also be terminated by FCB at any time before or after the shareholders of Floridian Community approve the matters required to be approved by such shareholders pursuant to the Merger Agreement:

The Merger Agreement may also be terminated by Floridian Community, if a majority of the Floridian Board of Directors determines within five days of the later of the date on which all required regulatory approvals are received or the date on which Floridian Community’s shareholders approve the Merger Agreement that (1) the market value of an FCB share of Class A common stock is less than $41.6075 (subject to customary anti-dilution adjustments) and (2) the ratio of the then current market value of an FCB share of Class A common stock as compared to its value as of November 27, 2017 is less than the ratio of the then current value of the KBW Regional Banking Index as compared to such value as of November 27, 2017 minus 0.15 (all such values calculated as specified in the Merger Agreement). Notwithstanding the foregoing, if Floridian Community elects to terminate the Merger Agreement due to the decline in FCB’s stock price, FCB has the option for up to five business days from receipt of notice of such termination to increase the consideration to be received by the holders of Floridian Community common stock by adjusting the exchange ratio pursuant to an agreed formula specified in the Merger Agreement, in which case the Merger Agreement will not be terminated. Because the formula is dependent on the future price of FCB Class A common stock and that of the KBW Regional Banking Index, it is not possible presently to determine what the adjusted Merger consideration would be at this time, but, in general, more shares of FCB Class A common stock would be issued, to take into account the extent by which the average price of FCB Class A common stock exceeded the decline in the average value of the KBW Regional Banking Index.

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The Merger Agreement also provides that Floridian Community must pay FCB a fee equal to $3,100,000 if, on or prior to the termination of the Merger Agreement or 540 days after the termination of the Merger Agreement in certain circumstances set forth in the Merger Agreement, both (i) the Merger Agreement is terminated and (ii) any of the following circumstances occur:

Waiver and Amendment of the Merger Agreement

At any time before completion of the Merger, either FCB or Floridian Community may, to the extent legally allowed, waive in writing compliance by the other with any provision contained in the Merger Agreement. However, once holders of Floridian Community common stock have approved the Merger Proposal, no waiver of any condition may be made that would require further approval by Floridian Community shareholders unless that approval is obtained.

FCB may also change the structure of the Merger or the method effecting the Merger before the effective time of the Merger, subject to the approval of the Board of Directors of Floridian Community, so long as any change does not: (i) change the kind, amount or economic value of consideration to be received by Floridian Community shareholders; (ii) adversely affect the tax consequences of the Merger to Floridian Community shareholders; (iii) adversely affect the timing of or capability of completion of the Merger; or (iv) cause or could not be reasonably expected to cause any of the conditions to complete the Merger to be incapable of being satisfied.

Dividends

Pursuant to the Merger Agreement, Floridian Community is prohibited from paying cash dividends to shareholders of its common stock.

For further information, please see “PRICE RANGE OF COMMON STOCK AND DIVIDENDS”.

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Stock Exchange Listing

FCB has agreed to use its reasonable best efforts to list the FCB Class A common stock to be issued in the Merger on the NYSE. It is a condition to the completion of the Merger that those shares be approved for listing on the NYSE, subject to official notice of issuance. Following the Merger, FCB expects that its Class A common stock will continue to trade on the NYSE under the symbol “FCB”.

Voting Agreement

In connection with the execution of the Merger Agreement, and as a condition to FCB’s willingness to enter into the Merger Agreement, all of the directors and certain officers and certain significant shareholders of Floridian Community who beneficially owned in the aggregate approximately 34.74% of Floridian Community’s outstanding voting common stock and approximately 89.55% of Floridian Community’s outstanding non-voting common stock, in each case as of November 27, 2017, have entered into voting agreements with FCB. A copy of the form of these voting agreements is attached as Annex B to this proxy statement and prospectus. Other than directors and certain officers of Floridian Community, the only shareholders that executed the voting agreement owned five percent or more of Floridian Community’s outstanding common stock, as of November 27, 2017.

Under the voting agreement, each such shareholder has agreed, with respect to the shares of Floridian Community voting common stock and Floridian non-voting common stock owned of record or beneficially by the shareholder, that at any meeting of Floridian Community shareholders in relation to the Merger Agreement and transactions contemplated by the Merger Agreement and at the special shareholders meeting or any other meeting or action of Floridian Community shareholders called in relation to such matters, the shareholder shall vote, or cause to be voted, such shares as follows:

The voting agreement also contains restrictions on the sale, transfer, assignment, pledge or other disposition of the shareholder’s shares prior to the effective time of the Merger, unless the proposed transferee executes and delivers an agreement in which it agrees to comply with the requirements of the voting agreement.

The voting agreement will terminate automatically upon the termination of the Merger Agreement.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the material federal income tax consequences of the Merger to U.S. Holders (as hereinafter defined) of Floridian Community common stock that exchange their shares of Floridian Community common stock for shares of FCB Class A common stock. The following discussion is based on current provisions of the Internal Revenue Code, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service (the “IRS”) and case law, all as currently in effect and which are subject to differing interpretations and subject to change at any time by legislative, judicial or administrative action, possibly with retroactive effect. This discussion is limited to U.S. Holders, who hold their shares of Floridian Community common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment).

This discussion does not address the federal income tax consequences of shareholders who are not U.S. Holders, nor does it address all of the tax consequences relevant to certain U.S. Holders including, but not limited to, S corporations, partnerships or other pass-through entities (including investors in pass-through entities), financial institutions, insurance companies, tax-exempt organizations, trusts described in Sections 1361(c)(2)(A) and 1361(d)) of the Internal Revenue Code, dealers in securities or currencies, traders in securities that use a mark to market method of accounting, persons who hold Floridian Community common stock as part of a straddle, hedge, constructive sale conversion or other integrated transaction, persons who acquired their shares of Floridian Community common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified plan, regulated investment companies, real estate investment trusts and foreign persons or persons whose “functional currency” is not the U.S. dollar. This discussion also does not address the tax consequences of persons who are subject to alternative minimum tax, the tax consequences of the Merger under state, local or foreign tax laws, or any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

All U.S. Holders including, but not limited to, the U.S. Holders referenced immediately above, should consult their own tax advisors about the tax consequences of the Merger to them.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Floridian Community common stock that for U.S. federal income tax purposes is an individual who is a citizen or resident of the U.S., a corporation or entity taxed as a corporation that was organized under the laws of the U.S. or any state or the District of Columbia, an estate the income of which is subject to U.S. federal income tax regardless of its source, or a trust that (i) is subject to the supervision of a court within the U.S. and the control of one (1) or more U.S. Persons (as hereinafter defined) or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. Person. For purposes of this discussion, “U.S. Person” shall have the meaning ascribed to it by Section 7701(a)(30) of the Internal Revenue Code.

Tax Consequences of the Merger Generally

The parties intend for the Merger to qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes. It is a condition to the obligation of the parties to complete the Merger that FCB obtain an opinion from the law firm of Sullivan & Cromwell LLP and that Floridian Community obtain an opinion from the law firm Igler and Pearlman, P.A., in each case, that the Merger to be effected pursuant to the Merger Agreement constitutes a reorganization under Section 368(a) of the Internal Revenue Code.

The obligation of each of Sullivan & Cromwell LLP and Igler and Pearlman, P.A. to deliver such opinions is conditioned on the Merger satisfying the statutory and regulatory requirements of a “reorganization.” The determination by tax counsel as to whether the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code is based on the facts and law existing as of the effective date of the Merger.

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The opinions will be subject to customary qualifications and assumptions, including that the Merger will be completed according to the terms of the Merger Agreement. In rendering the tax opinions, such counsel may require and rely on factual representations of FCB and Floridian Community. If any of such assumptions or representations is or becomes inaccurate, the U.S. federal income tax consequences of the Merger could be adversely affected. The opinions will not be binding on the IRS. FCB and Floridian Community do not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the tax consequences set forth below or any of the tax consequences described in the tax opinions. Accordingly, each holder of Floridian Community common stock should consult its tax advisor with respect to the particular tax consequences of the Merger to such holder.

Based upon the facts and representations contained in the representation letters received from FCB and Floridian Community in connection with the filing of the Registration Statement on Form S-4 of which this proxy statement and prospectus is a part, it is the opinion of Sullivan & Cromwell LLP and Igler and Pearlman, P.A. that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and accordingly, the material United States federal income tax consequences of the merger will be as follows:

Tax Consequences to FCB, FCB Shareholders and Floridian Community

No gain or loss will be recognized by FCB, FCB shareholders or Floridian Community with respect to the Merger.

Tax Consequences of the Merger to U.S. Holders of Floridian Community Common Stock

In general, a U.S. Holder who receives FCB Class A common stock in exchange for Floridian Community common stock will not recognize any gain or loss on the exchange for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares of FCB Class A common stock (as discussed below). The aggregate tax basis of FCB Class A common stock received by a U.S. Holder in exchange for their Floridian Community common stock (including any fractional shares of FCB Class A common stock deemed received and redeemed for cash as described below) will be equal to the U.S. Holder’s aggregate adjusted tax basis in their Floridian Community common stock exchanged. In addition, the holding period of the FCB Class A common stock received in the Merger (including any fractional shares of FCB Class A common stock deemed received and redeemed for cash as described below) generally will include the holding period of Floridian Community common stock surrendered in the exchange. If a U.S. Holder acquired different blocks of Floridian Community common stock at different times or at different prices, the FCB Class A common stock received in the Merger will be allocated pro rata to each block of Floridian Community common stock, and the basis and holding period of each block of FCB Class A common stock received will be determined on a block-for-block basis depending on the basis and holding period of the blocks of Floridian Community common stock exchanged for such block of FCB Class A common stock.

A U.S. Holder who receives cash in lieu of fractional shares of FCB Class A common stock will be treated as having received such fractional share of FCB Class A common stock pursuant to the Merger and then as having sold that fractional share of FCB Class A common stock for cash. As a result, a U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received and the U.S. Holder’s basis in the fractional share of FCB Class A common stock determined as described above. Any resultant gain or loss will be capital in nature, and will be long-term or short-term, depending on the period of time the exchanged Floridian Community common stock were held. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Cash payments received in the Merger by a U.S. Holder are subject to information reporting and may, under certain circumstances, be subject to backup withholding, unless the U.S. Holder provides proof of an applicable

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exemption, furnishes its taxpayer identification number (in the case of individuals, their social security number) and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. Holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Reporting Requirements

U.S. Holders who are “significant holders” and receive FCB Class A common stock in exchange for Floridian Community common stock are required to file a statement with their U.S. federal income tax return setting forth certain information, including, but not limited to, their tax basis (determined immediately before the Merger) in the Floridian Community common stock exchanged in the Merger and the fair market value (determined immediately before the Merger) of the Floridian Community common stock exchanged in the Merger. A “significant holder” is a holder of Floridian Community common stock who immediately before the Merger (i) owned at least 1% of the total outstanding stock of Floridian Community by vote or by value or (ii) owned stock of Floridian Community with a tax basis of at least $1 million.

All Floridian Community shareholders will be required to retain permanent tax records of the tax basis of Floridian Community common stock exchanged and the FCB Class A common stock and cash received in the Merger.

This discussion is of a general nature only, is not exhaustive, and is not intended to be, nor should it be construed to be, legal or tax advice to any particular shareholder. Because of the complexity of the tax law and because of the unique tax consequences to the shareholders following the Merger, each shareholder is strongly urged to consult such shareholder’s own tax advisor as to the particular tax consequences to such shareholder of the Merger, including the applicability and effect of federal, state, local, foreign and other tax laws in such shareholder’s particular circumstances.

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PRICE RANGE OF COMMON STOCK AND DIVIDENDS

FCB Class A common stock is traded on the NYSE under the symbol “FCB”. Floridian Community common stock is privately held and is not listed or quoted on any established securities exchange or quotation system. The following table shows the high and low reported intra-day sales prices per share of FCB Class A common stock as reported by the NYSE.