of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

is incorporated herein by reference. ​ ​ ​ ​ .01 ​ ​ ITEM 2.01 ​ ​ Completion of Acquisition or Disposition of Assets. ​ The information set forth in the Introduction is incorporated herein by reference. ​ ​ ​ ITEM 2.03 ​ ​ Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. ​ By operation of law, in connection with the redomicile, New SSB assumed all the rights and obligations outstanding under the Company’s senior revolving cred…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

​ I tem 8.01 Other Events ​ Pursuant to the previously announced offering of $350,000,000 aggregate principal amount of 7.000% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”) to be issued by SouthState Corporation (the “Company”), the Company and U.S. Bank Trust Company, National Association, as trustee entered into an Indenture dated as of June 13, 2025 (the “Base Indenture”) and a First Supplemental Indenture dated as of June 13, 2025 to the Base Indenture (the “Supplementa…

​ ​ Entry into a Material Definitive Agreement. ​ On June 10, 2025, SouthState Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase severally, subje…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

Director: The filing describes the election of directors immediately following the annual meeting, which is a routine corporate governance event.

​ ​ Entry into a Material Definitive Agreement. ​ This Current Report on Form 8-K is being filed in connection with the completion of the sale-leaseback transaction (the ‘Sale-leaseback Transaction”) previously announced by SouthState Corporation (the “Company’) in its Current Report on Form 8-K filed January 13, 2025. ​ On February 28, 2025, SouthState Bank, N.A. (the “Bank”), a wholly-owned subsidiary of the Company, and entities affiliated with Blue Owl Real Estate Capital LLC (collectivel…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

​ ​ Entry into a Material Definitive Agreement. ​ On January 8, 2025, SouthState Bank, N.A. (the “Bank”), a wholly-owned subsidiary of SouthState Corporation (the “Company”), entered into an agreement for the purchase and sale of real property (the “Sale Agreement”) with entities affiliated with Blue Owl Real Estate Capital LLC (collectively, “Blue Owl”), providing for the sale to entities affiliated with Blue Owl of approximately 170 bank branch properties owned and operated by the Bank, (th…

​ ​ Regulation FD Disclosure. ​ As a result of the Merger, IBTX no longer exists as a legal entity separate from the Company and therefore no longer fulfills the listing requirements of the NASDAQ Global Select Market (the “NASDAQ”). On December 31, 2024, the NASDAQ was notified that the Closing of the Merger would be effective as of January 1, 2025 and it has been requested that the NASDAQ (1) suspend trading of IBTX Common Stock, (2) withdraw IBTX Common Stock from listing on the NASDAQ, in…

​ ​ Completion of Acquisition or Disposition of Assets. ​ The information set forth in the Introduction is incorporated herein by reference. 2 3 ​ ​

​ ​ Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. ​ In connection with the Merger, on the Closing Date, the Company assumed IBTX’s obligations in accordance with IBTX’s underlying indentures and certain related agreements with respect to IBTX’s outstanding trust preferred securities (the “Trust Preferred Securities”), which have an aggregate principal amount of $57.324 million (in each case before related acquisition account…

​ ​ Entry into a Material Definitive Agreement. ​ The information set forth in

Director — David R. Brooks: The filing discloses the appointment of IBTX directors to the SouthState Board following a merger, which is a standard succession event rather than a departure.

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

​ ​ Entry into a Material Definitive Agreement . Merger Agreement On May 17, 2024, SouthState Corporation, a South Carolina corporation (“SouthState”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Independent Bank Group, Inc., a Texas corporation (“IBTX”). The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, SouthState will acquire IBTX in an all-stock transaction by means of a merger of IBTX wit…

of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of SouthState under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on For…

Director — David Brooks: The filing describes a transition agreement where a director from the acquired company (IBTX) continues to serve on the surviving company's (SouthState) board, which is a succession/continuity event rather than a departure of a sitting executive.

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…

of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by…