lkfn-20260305

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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Letter to Our Shareholders

March 5, 2026

Dear Shareholder:

On behalf of the Board of Directors and management of Lakeland Financial Corporation, we cordially invite you to attend the annual meeting of shareholders of Lakeland Financial Corporation to be held by live webcast at 3:30 p.m. (Eastern Time) on April 14, 2026.

There are a number of proposals to be considered at the meeting. Our Nominating and Corporate Governance Committee has nominated 13 persons to serve as directors, each of whom is an incumbent director. If elected, each director would serve a one-year term. Additionally, we have included a non-binding advisory proposal on the compensation of certain executive officers. Finally, our Audit Committee has selected, and shareholders will be asked to ratify the selection of, Crowe LLP to continue as our independent registered public accounting firm for the year ending December 31, 2026.

We recommend you vote your shares “FOR” each of the director nominees, and “FOR” the approval of each of the other proposals described above.

We encourage you to attend the virtual meeting. However, whether or not you plan to attend the meeting, please take the time to vote by following the instructions provided on the notice as soon as possible. This will ensure that your shares are represented at the meeting.

We look forward to the meeting.

Very truly yours,


			David M. Findlay Chairman of the Board and Chief Executive Officer						Kristin L. Pruitt President

These proxy materials were first sent or made available to shareholders on March 5, 2026.


2026 PROXY STATEMENT			1

Notice of Annual Meeting of Shareholders

Date and Time

Tuesday, April 14, 2026
at 3:30 p.m. (Eastern Time)

Location

www.virtualshareholdermeeting.com/LKFN2026

Record Date

February 24, 2026

Items of Business

Board Recommendation

Page Reference

1.to elect the 13 director nominees named in the accompanying proxy statement

FOR

2.to approve a non-binding advisory proposal on the compensation of certain executive officers, otherwise known as a “say-on-pay” proposal

FOR

3.to ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

FOR

Shareholders will be able to attend the meeting online, vote their shares electronically and submit their questions during the meeting by visiting: www.virtualshareholdermeeting.com/LKFN2026. Only shareholders of record on our books at the close of business on February 24, 2026, the record date for the annual meeting, will be entitled to vote at the annual meeting. In the event there is an insufficient number of votes for a quorum, the meeting may be adjourned or postponed in order to permit us to solicit additional proxies.

By order of the Board of Directors,

J. Rickard Donovan
Secretary

Warsaw, Indiana

March 5, 2026

How to vote

Online

www.proxyvote.com

By Telephone

1-800-690-6903

By Mail

Mark, sign and date your proxy card and return in the postage-paid envelope we have provided.


2

Table of Contents


About the Meeting		4


Voting Roadmap		8


Corporate Governance and the Board of Directors		11


Environmental, Social and Governance		18


Director Compensation		19


Security Ownership of Certain Beneficial Owners and Management		20


Certain Relationships and Related Transactions		22


	Proposal No. 1 — Election of Directors	23


Executive Officers		32


Compensation Discussion and Analysis		33


Executive Compensation		48


202 5 Summary Compensation Table		48
202 5 Grants of Plan-Based Awards		49
202 5 Outstanding Equity Awards at Fiscal Year-End		50
202 5 Option Exercises and Stock Vested		50
Nonqualified Deferred Compensation		51
Potential Payments Upon Termination or Change in Control		52
CEO Pay Ratio		54
Pay Versus Performance		55
Tax Deductibility of Compensation		57


	Proposal No. 2 — Advisory (Non-Binding) Vote on Executive Compensation	58


Audit Committee Report		59


	Proposal No. 3 — Ratification of Crowe LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026	60


2026 PROXY STATEMENT			3

Proxy Statement
Annual Meeting of Shareholders April 14, 2026

About this Proxy Statement

This proxy statement is being furnished to our shareholders in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be used at the annual meeting of shareholders to be held by live webcast on Tuesday, April 14, 2026 at 3:30 p.m. (Eastern Time) or at any adjournments or postponements of the meeting. Our summary annual report to shareholders, including consolidated financial statements for the fiscal year ended December 31, 2025, and a copy of our annual report on Form 10-K, which we have filed with the Securities and Exchange Commission (the “SEC”), accompany this proxy statement.

About the Meeting

The following discussion answers frequently asked questions regarding the meeting and the voting process. As used in this proxy statement, unless the context otherwise requires, the terms “Lakeland Financial,” “the Company,” “we,” “our” and “us” all refer to Lakeland Financial Corporation and its direct and indirect subsidiaries.

How can I attend the annual meeting?

For the convenience of our shareholders, our annual meeting will be held solely by means of a live webcast this year. If you were a shareholder of record as of February 24, 2026, the record date for the annual meeting, you will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by:

1.visiting: www.virtualshareholdermeeting.com/LKFN2026 at the date and time of the meeting, and

2.entering the control number found on your proxy card, voting instruction form or notice you previously received.

If you are not eligible to participate in the meeting, you may listen to a webcast of the meeting by visiting www.virtualshareholdermeeting.com/LKFN2026 and logging on as a guest. Guests will not be able to ask questions or vote at the meeting.

Whether or not you plan to attend the meeting, please take the time to vote by following the instructions provided to you as soon as possible. This will ensure that your shares are represented at the meeting.

Why did I receive the proxy materials?

According to our records, on February 24, 2026, the record date for the annual meeting, you owned shares of our common stock. This proxy statement describes the matters that will be presented for consideration by the shareholders at the annual meeting. It also gives you information concerning those matters to assist you in making an informed decision.

When you vote pursuant to one of the methods set forth herein, you appoint the proxies as your representatives at the annual meeting. The proxies will vote your shares as you instruct, thereby ensuring that your shares will be voted whether or not you attend the annual meeting. Even if you plan to attend the annual meeting, we ask that you instruct the proxies how to vote your shares in advance of the annual meeting using one of the methods set forth herein, just in case your plans change.

If you appointed the proxies to vote your shares and an issue comes up for a vote at the meeting that is not identified in the proxy materials, the proxies will vote your shares in accordance with their judgment.


4

About the Meeting

Why did I receive a notice regarding the Internet availability of proxy materials instead of paper copies of the proxy materials?

In accordance with SEC rules, we have furnished our proxy materials to our shareholders over the Internet. Accordingly, we sent our shareholders (other than those who had previously requested to receive only printed copies of our proxy materials) by mail a notice containing instructions on how to access our proxy materials over the Internet, how to vote online and how to request paper copies of the proxy materials.

What matters will be voted on at the meeting?

You are being asked to vote on:

•the election of the 13 director nominees named in this proxy statement for a one-year term expiring at our annual meeting of shareholders in 2027;

•a non-binding advisory proposal to approve the compensation of certain executive officers, referred to as the “say-on-pay proposal"; and

•the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the 2026 fiscal year, referred to as the "auditor ratification proposal".

These matters are more fully described in this proxy statement.

If I am the record holder of my shares, how do I vote?

If you are a record holder of our common stock as of the record date, you may vote by:

•Internet, by following the instructions on the notice or proxy card previously provided to you;

•telephone, by calling the number shown on the notice or proxy card previously provided to you;

•completing, signing, dating and mailing the proxy card you received in the mail if you received or requested paper copies of the proxy materials; or

•attending the meeting through the webcast interface using the instructions described above under the heading “How can I attend the annual meeting?”.

Votes submitted by telephone or Internet must be received by 11:59 p.m. (Eastern Time) on Monday, April 13, 2026. The assignment of a proxy by either of these means will not affect your right to vote at the meeting if you decide to attend the meeting.

If you vote using one of the methods described above, your shares will be voted as you instruct. If you sign and return your proxy card or vote over the Internet or by telephone without giving specific voting instructions, the shares represented by your proxy card will be voted “FOR” all nominees named in this proxy statement and “FOR” each of the other proposals described in this proxy statement.

Even if you plan to attend the annual meeting, we ask that you instruct the proxies how to vote your shares in advance of the annual meeting using one of the methods set forth herein, just in case your plans change.

If I hold shares in the name of a broker or other nominee, who votes my shares?

If you are a beneficial owner and a broker or other nominee is the record holder, then you received access to these proxy materials from the record holder. The record holder should have given you instructions for directing how the record holder should vote your shares. It will then be the record holder’s responsibility to vote your shares for you in the manner you direct.

Under applicable stock exchange rules, brokers and other nominees may generally vote on routine matters, such as the auditor ratification proposal, without your direction, but cannot vote on non-routine matters unless they have received voting instructions from the person for whom they are holding shares. The election of directors and the say-on-pay proposal are considered non-routine matters. If your broker or other nominee does not receive instructions from you on how to vote your shares on these matters, your broker or other nominee will return the proxy card to us indicating that he or she does not have authority to vote. This is generally referred to as a “broker non-vote”.


2026 PROXY STATEMENT			5

About the Meeting

We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker gives you concerning their procedures.

You may also vote your shares at the meeting if you obtain a “legal proxy” from the record holder of your shares. To obtain a legal proxy, you should contact the broker or other nominee who holds your shares.

What does it mean if I receive more than one notice or proxy card?

It means that you have multiple holdings reflected in our stock transfer records and/or in accounts with brokers or other nominees. To vote all of your shares by proxy, please follow the separate voting instructions that you received for your shares of common stock held in each of your different accounts.

What if I change my mind after I submit my voting instructions?

If you are the record holder of your shares, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

•submitting another proxy via the telephone or Internet prior to 11:59 p.m. (Eastern Time) on Monday, April 13, 2026;

•signing another proxy card with a later date and returning that proxy card to us at or prior to the annual meeting;

•sending notice to us, at or prior to the annual meeting, that you are revoking your proxy; or

•voting at the meeting through the webcast interface.

If you hold your shares in the name of your broker or other nominee and desire to change your instructions on how to vote your shares, you will need to contact that party.

How many shares must be represented in order to hold the annual meeting?

A majority of the shares that are outstanding and entitled to vote as of the record date must be present at the meeting in person or by proxy in order to hold the meeting and conduct business.

Shares are counted as present at the meeting if the shareholder either:

•is present and votes at the meeting; or

•has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet).

On February 24, 2026, the record date, there were 26,062,063 shares of common stock issued and outstanding. Therefore, at least 13,031,033 shares need to be present at the annual meeting in person or by proxy for a quorum to be present.

What happens if a director nominee is unable to stand for re-election?

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than 13 nominees. As of the date of this proxy statement, we have no reason to believe any nominee will be unable to stand for re-election.

What options do I have in voting on each of the proposals?

You may vote “FOR” or “WITHHOLD” with respect to each director nominee and “FOR,” “AGAINST” or “ABSTAIN” on the say-on-pay proposal and the auditor ratification proposal.

How many votes may I cast?

You are entitled to cast one vote for each share of stock you owned on the record date.


6

About the Meeting

How many votes are needed for each proposal?

Each director nominee will be elected by a plurality of the votes cast by the shares entitled to vote at the meeting. Each of the other proposals will be approved by a majority of the votes cast with respect to such proposal.

Please note that the election of directors and the say-on-pay proposal are each considered “non-routine matters” under applicable stock exchange rules. Consequently, if your shares are held by a broker or other nominee, it cannot vote your shares on these matters unless it receives voting instructions from you. In addition, please note that because the say-on-pay proposal is an advisory vote, it will not be binding upon the Board or the Compensation Committee.

Abstentions, withheld votes and broker non-votes, if any, will not be counted as votes cast, but will count for purposes of determining whether a quorum is present. If a quorum is present, (i) withheld votes and broker non-votes will not affect the election of any director nominee, and (ii) abstentions and broker non-votes will not affect the approval of the say-on-pay proposal or the auditor ratification proposal.

Where do I find the voting results of the meeting?

If available, we will announce voting results at the meeting. The voting results will also be disclosed on a Form 8-K that we will file with the SEC within four business days after the meeting.

Who bears the cost of soliciting proxies?

We will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of Lakeland Financial may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other nominees for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.

SEC Form DEFR14A filed by Lakeland Financial Corporation