Stonegate Bank : Definitive Proxy for Insignia Bank Merger

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   PROXY STATEMENT OF INSIGNIA BANK PROXY STATEMENT & OFFERING CIRCULAR OF STONEGATE BANK PROPOSED MERGER-YOUR VOTE IS VERY IMPORTANT

   The Boards of Directors of Insignia Bank ("Insignia") and Stonegate Bank ("Stonegate") have each approved the merger (the "Merger") of Insignia with and into Stonegate according to the terms of an Agreement and Plan of Merger, dated August 24, 2016 (the "Merger Agreement"), which is attached hereto as Annex A. If the Merger is completed, Stonegate will be the surviving Florida-chartered bank. Before the Merger can be completed, the holders of a majority of the outstanding shares of common stock of each of Insignia and Stonegate must approve and adopt the Merger Agreement and the Merger.

   If the Merger is completed, each share of common stock of Insignia is anticipated to be converted into the right to receive the consideration described in the Merger Agreement in the form of 100% Stonegate common stock, plus cash in lieu of fractional shares. The value of the Stonegate stock consideration to be received for each share of Insignia common stock will be approximately $13.524 per share, based on the 20 trading day average closing price of Stonegate common stock on the Nasdaq Global Select Market ending two days prior to the closing date of the Merger, as more fully described in this proxy statement/offering circular. Stonegate shareholders will not receive any consideration in the Merger and are only voting on the approval of the Merger.

   Shares of Stonegate common stock are listed on the Nasdaq Global Select Market under the symbol "SGBK". Insignia common stock is not traded on any securities exchange nor is there an established trading market for such common stock. The closing price of Stonegate common stock on November 7, 2016 was $35.00.

   The Insignia Board of Directors and Stonegate Board of Directors each recommends that you vote "FOR" approval and adoption of the Merger Agreement and the Merger and urges you to submit your proxy and voting instructions to make sure that your vote is counted.

   You should read this entire proxy statement/offering circular carefully because it contains important information about the Merger. In particular, you should read carefully the information under the section entitled "RISK FACTORS" beginning on page 11.

   SHARES OF STONEGATE BANK COMMON STOCK ARE NOT DEPOSITS. THESE SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. SHARES OF STONEGATE BANK COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE FDIC NOR HAS THE FDIC PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT/OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

   This proxy statement/offering circular is dated November 8, 2016, and is first being mailed to the shareholders of Insignia and Stonegate on or about November 14, 2016.

   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 14, 2016

   To the shareholders of Insignia Bank:

   You are cordially invited to attend a Special Meeting of Shareholders of Insignia Bank ("Insignia") to be held at the Hyatt Regency, 1000 Boulevard of the Arts, Sarasota, Florida 34236 on December 14, 2016 at 5:30 PM, local time (the "Special Meeting").

   At the Special Meeting, you will be asked to consider and vote upon the following matters:

5. To approve and adopt the Merger Agreement and the Merger, pursuant to which, among other things, Insignia will merge with and into Stonegate Bank, a Florida-chartered commercial bank ("Stonegate"), with Stonegate being the surviving Florida-chartered bank.

6. To approve a proposal to grant discretionary authority to the persons named as proxies to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger (the "Adjournment Proposal").

7. To transact such other business as may properly come before the Special Meeting or any adjournment thereof.

8. The proposal to approve the Merger is described more fully in the attached proxy statement/offering circular. You should carefully review all of the information set forth in the attached proxy statement/offering circular, including without limitation, the matters discussed under "RISK FACTORS." Only Insignia shareholders of record at the close of business on October 21, 2016, are entitled to notice of, and to vote at, the Special Meeting or any adjournment of the Special Meeting. At the close of business on October 21, 2016, there were 2,500,000 shares of Insignia common stock outstanding and entitled to vote.

   Whether you expect to attend the meeting in person or not, it is important that your shares be represented. Whether or not you plan to attend the Special Meeting, we hope you will vote as soon as possible. Giving a proxy will not prevent you from attending the Special Meeting and voting in person if you wish to do so.

   A holder of Insignia common stock who complies with the provisions of Florida law relating to appraisal rights applicable to the Merger is entitled to receive a cash payment for only those shares held by the holder (i) which at the Special Meeting are voted against approval of the Merger Agreement and the Merger, or (ii) with respect to which the holder has given written notice to Insignia, at or prior to Special Meeting, that the holder dissents from the Merger Agreements and the Merger, and which shares are not voted for approval of the Merger Agreement. Dissenting shareholders, including shareholders not entitled to vote but dissenting under Section 658.44, will be entitled to payment in cash of the value of only those shares held by the shareholders. Copies of the Florida's appraisal rights statutes are attached as Annex B to this proxy statement/offering circular. Whether you attend the meeting or not, you may revoke a previously granted proxy at any time before it is voted by submitting to Insignia's corporate secretary a duly executed revocation of proxy bearing a later date or by appearing and voting in person at the Special Meeting. You may revoke a proxy by any of these methods, regardless of the method used to deliver your previous proxy. Attendance at the meeting without voting will not itself revoke a proxy.

   The affirmative vote of the holders of a majority of the shares of Insignia common stock outstanding on October 21, 2016 is required for the approval of Proposal No. 1 regarding approval and adoption of the Merger Agreement and the Merger. The affirmative vote of holders of a majority of the shares entitled to vote that are present in person or represented by proxy at the Special Meeting and actually cast at the Special Meeting is required for the approval of the Adjournment Proposal. The Board of Directors of Insignia recommends that you vote "FOR" the Merger and the Merger Agreement and the Adjournment Proposal.

   By Order of the Board of Directors Very truly yours,

   Charles G. Brown, III Chairman and CEO Insignia Bank Sarasota, Florida November 8, 2016