SouthState Bank Corp

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 20, 2026

SSB$105.77-0.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Contents

Item 15. Exhibits, Financial Statement Schedules

(a)	1. The financial statements and independent auditors’ report referenced in “Item 8—Financial Statements and Supplementary Data” are listed below:

SouthState Bank Corporation and Subsidiaries

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Schedules Filed: Not applicable. All of the schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.

Exhibits

In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from the SEC’s web site at www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 under our SEC file number (001-12669).

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
1.1	Underwriting Agreement dated as of June 10, 2025, by and among SouthState Corporation and Morgan Stanley & Co LLC, Piper Sandler & Co., and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein	8-K	001-12669	1.1	6/11/2025

2.1	Agreement for the purchase and sale of real property with entities affiliated with Blue Owl Real Estate Capital LLC †	8-K	001-12669	10.1	01/13/2025

2.2	Agreement and Plan of Merger dated as of August 19, 2025, by and between SouthState Corporation and SouthState Bank Corporation	8-K	001-12669	2.1	8/19/2025

3.1	Articles of Incorporation of SouthState Bank Corporation	8-K	001-12669	3.1	8/19/2025

3.2	Bylaws of SouthState Bank Corporation	8-K	001-12669	3.2	8/19/2025

3.3	First Amendment to Bylaws of SouthState Bank Corporation					X

4.1	Specimen SouthState Corporation Common Stock Certificate	10-K	001-12669	4.1	2/27/2015

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
· · · · · · · · · ·
4.2	Articles of Incorporation (see Exhibit 3.1)		001-12669
· · · · · · · · · ·
4.3	Bylaws, as amended (see Exhibits 3.2 and 3.3)		001-12669

4.4	Description of Securities	10-K	001-12669	4.4	2/26/2021

4.5	Subordinated Debt Indenture, dated as of June 25, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as Indenture Trustee	S-3, Am. No. 1	001-35854	4.6	6/25/2014

4.6	Fourth Supplemental Indenture, dated as of July 31, 2024, between Independent Bank Group, Inc. and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee	8-K	001-35854	4.2	7/29/2024

4.7	Sixth Supplemental Indenture, dated as of January 1, 2025, among SouthState Corporation, Independent Bank Group, Inc. and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee	8-K	001-12669	4.7	1/2/2025

4.8	Eighth Supplemental Indenture, dated as of August 31, 2025, among SouthState Corporation, SouthState Bank Corporation, and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee	8-K	001-12669	4.16	9/4/2025

4.9	Form of 8.375% Fixed-to-Floating Rate Subordinated Notes due 2034 of Independent Bank Group, Inc. #	8-K	001-35854	4.2	7/29/2024

4.10	Indenture dated as of June 13, 2025, between SouthState Corporation and U.S. Bank Trust Company, National Association, as Trustee	8-K	001-12669	4.1	6/13/2025

4.11	First Supplemental Indenture dated as of June 13, 2025, between SouthState Corporation and U.S. Bank Trust Company, National Association, as Trustee	8-K	001-12669	4.2	6/13/2025

4.12	Second Supplemental Indenture dated as of August 31, 2025, between SouthState Corporation, SouthState Bank Corporation, and U.S. Bank Trust Company, National Association, as Trustee	8-K	001-12669	4.7	9/4/2025

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
10.1	SCBT Financial Corporation Stock Incentive Plan *	DEF 14A	001-12669	Appendix A	3/12/2004

10.2	Form of Split-Dollar Agreement of CenterState Bank Corporation *	8-K	001-32017	10.1	1/11/2006

10.3	Employment Agreement between CenterState Bank Corporation and John C. Corbett *	8-K	001-32017	10.4	7/14/2010
10.4	Amended and Restated SCBT, N.A. Deferred Income Plan executed November 30, 2010, to be effective December 1, 2010 *	8-K	001-12669	10.1	12/6/2010

10.5	Employment Agreement between CenterState Bank Corporation and Stephen D. Young *	10-K	001-32017	10.10	3/16/2011

· · · · · · · · · ·
10.6	Form of Stock Option Agreement under the SouthState Bank Corporation Omnibus Stock and Performance Plan *	8-K	001-12669	10.2	1/22/2013

10.7	Supplemental Executive Retirement Benefits Agreement dated January 1, 2016 by and between National Bank of Commerce and Richard Murray, IV *	8-K	001-36878	10.1A	12/22/2015

10.8	Split-Dollar Agreement dated January 1, 2016 by and between National Bank of Commerce and Richard Murray, IV *	8-K	001-36878	10.2A	12/22/2015

10.9	Supplemental Executive Retirement Benefits Agreement dated January 1, 2016 by and between National Bank of Commerce and William E. Matthews, V *	8-K	001-36878	10.1B	12/22/2015

10.10	Split-Dollar Agreement dated January 1, 2016 by and between National Bank of Commerce and William E. Matthews, V *	8-K	001-36878	10.2B	12/22/2015

10.11	SouthState Bank Corporation Omnibus Stock and Performance Plan (Originally approved by shareholders on April 24, 2012, as Amended and Restated Effective as of April 20, 2017) *	DEF 14A	001-12669	Appendix A	3/6/2017

10.12	Amendment Number 1 through 4 to Gateway Financial Holdings of Florida, Inc. Officers’ and Employees’ Stock Option Plan *	S-8	000-32017	10.1	5/1/2017

10.13	HCBF Holding Company, Inc. Amended and Restated 2010 Stock Incentive Plan *	S-8	000-32017	10.1	1/2/2018

10.14	Annual Incentive Plan dated March 23, 2018 *	8-K	001-12669	10.1	3/27/2018

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
10.15	2018 Supplemental Executive Retirement Benefits Agreement dated September 12, 2018, by and between National Bank of Commerce and Richard Murray IV *	8-K	001-36878	10.1A	9/17/2018

10.16	2018 Split-Dollar Agreement dated September 12, 2018, by and between National Bank of Commerce and Richard Murray IV *	8-K	001-36878	10.2A	9/17/2018

10.17	2018 Supplemental Executive Retirement Benefits Agreement dated September 12, 2018, by and between National Bank of Commerce and William E. Matthews V *	8-K	001-36878	10.1B	9/17/2018

10.18	2018 Split-Dollar Agreement dated September 12, 2018, by and between National Bank of Commerce and William E. Matthews V *	8-K	001-36878	10.2B	9/17/2018

10.19	Employment Agreement between CenterState Bank Corporation and Richard Murray IV *	8-K	000-32017	10.1	11/26/2018

10.20	Employment Agreement between CenterState Bank Corporation and William E. Matthews V *	8-K	000-32017	10.2	11/26/2018

10.21	Amendment No. 1 to Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and Richard Murray IV *	8-K	001-36878	10.1A	12/18/2018

10.22	Amendment No. 1 to 2018 Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and Richard Murray IV *	8-K	001-36878	10.1B	12/18/2018

10.23	Amendment Number One to 2016 Split-Dollar Agreement by and between National Bank of Commerce and Richard Murray IV, dated December 13, 2018 *	8-K	001-36878	10.2A	12/18/2018

10.24	Amendment Number One to 2018 Split-Dollar Agreement by and between National Bank of Commerce and Richard Murray IV, dated December 13, 2018 *	8-K	001-36878	10.2B	12/18/2018

10.25	Amendment No. 1 to Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and William E. Matthews V *	8-K	001-36878	10.1C	12/18/2018

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
10.26	Amendment No. 1 to 2018 Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and William E. Matthews V *	8-K	001-36878	10.1D	12/18/2018

10.27	Amendment Number One to 2016 Split-Dollar Agreement by and between National Bank of Commerce and William E. Matthews, dated December 13, 2018 *	8-K	001-36878	10.2C	12/18/2018

10.28	Amendment Number One to 2018 Split-Dollar Agreement by and between National Bank of Commerce and William E. Matthews V, dated December 13, 2018 *	8-K	001-36878	10.2D	12/18/2018

10.29	Amendment No. 1 to Premier Community Bank of Florida 2015 Stock Option Plan (Incorporated by reference to Exhibit 10.3a to the National Commerce Corporation Form S-4 Registrations Statement (333-224820), dated May 10, 2018) *	S-8 POS	000-32017	10.10	4/1/2019

10.30	Amendment No. 1 to Premier Community Bank of Florida 2017 Stock Option Plan (Incorporated by reference to Exhibit 10.4a to the National Commerce Corporation Form S-4 Registrations Statement (333-224820), dated May 10, 2018) *	S-8 POS	000-32017	10.12	4/1/2019

10.31	First Amendment to the First Landmark Bank 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4a to the National Commerce Corporation Form S-4 Registration Statement (333-225524), dated June 8, 2018) *	S-8 POS	000-32017	10.4	4/1/2019

10.32	First Amendment to the First Landmark Bank 2007 Stock Option Plan (Incorporated by reference to Exhibit 10.3a to the National Commerce Corporation Form S-4 Registration Statement (333-225524), dated June 8, 2018) *	S-8 POS	000-32017	10.7	4/1/2019

10.33	Employment Agreement between SouthState Bank and for Renee R. Brooks dated January 25, 2020 *	10-K	001-12669	10.31	2/21/2020

10.34	Employment Agreement between South State Bank and Jonathan Kivett, dated January 25, 2020 *	10-K/A	001-12669	10.34	3/6/2020

10.35	CenterState Bank Corporation (formerly CenterState Banks, Inc.) 2013 Equity Incentive Plan, as amended September 17, 2015 *	S-8	001-12669	4.7	6/9/2020

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
10.36	CenterState Bank Corporation 2018 Equity Incentive Plan *	S-8	001-12669	4.11	6/9/2020
10.37	SouthState Deferred Income Plan (Amended and Restated) *	S-8	001-12669	4.4	8/3/2020

10.38	SouthState Bank Corporation 2020 Omnibus Incentive Plan *	DEF 14A	001-12669	Annex C	8/12/2020

10.39	SouthState Bank Corporation Non-Employee Directors Deferred Income Plan *	S-8	001-12669	4.6	9/30/2020

10.40	Form of Stock Option Agreement under theSouth State Corporation 2020 OmnibusIncentive Plan *	10-K	001-12669	10.47	2/26/2021

10.41	Form of Restricted Stock Unit Agreement under the South State Corporation 2020 Omnibus Incentive Plan *	10-Q	001-12669	10.1	5/7/2021

10.42	Form of Performance-based Restricted Share Unit Agreement under the South State Corporation 2020 Omnibus Incentive Plan *	10-Q	001-12669	10.2	5/7/2021

10.43	SouthState Bank Corporation 2002 Employee Stock Purchase Plan (Amended and Restated) *	10-K	001-12669	10.49	2/25/2022

10.44	Form of Performance Share Unit Agreement (Annual Incentive Plan) *	10-K	001-12699	10.58	3/4/2024

10.45	Amended and Restated 2020 Omnibus Incentive Plan *	DEF 14A	001-12699	Appendix B	3/08/2024

10.46	Transition Agreement for David R. Brooks*	10-K	001-12699	10.47	2/21/2025

10.47	Transition Agreement for Daniel W. Brooks*	10-K	001-12699	10.48	2/21/2025

10.48	Amendment and Restatement, dated as of November 15, 2021, to Credit Agreement, dated as of October 28, 2013, by and between SouthState Bank Corporation, as borrower, and U.S. Bank National Association, as lender	8-K	001-12669	10.1	11/16/2021

10.49	Amendment Number One, dated as of November 14, 2022, to and under Credit Agreement, dated as of November 15, 2021, by and between SouthState Bank Corporation, as borrower, and U.S. Bank National Association, as lender	10-K	001-12699	10.57	2/24/2023

· · · · · · · · ·
· · Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
10.50	Amendment No. 2, dated as of November 13, 2023, to and under Credit Agreement, dated as of November 15, 2021, by and between SouthState Bank Corporation, as borrower, and U.S. Bank National Association, as lender	10-K	001-12699	10.61	3/4/2024

10.51	Amendment No. 3, dated as of November 11, 2024, to and under Credit Agreement, dated as of November 15, 2021, by and between SouthState Bank Corporation, as borrower, and U.S. Bank National Association, as lender	10-K	001-12699	10.52	2/21/2025

10.52	Amendment No. 4, dated as of November 10, 2025, to and under Credit Agreement, dated as of November 15, 2021, by and between SouthState Bank Corporation, as borrower, and U.S. Bank National Association, as lender					X

10.53	Amendment No. 5, dated as of December 29, 2025, to and under Credit Agreement, dated as of November 15, 2021, by and between SouthState Bank Corporation, as borrower, and U.S. Bank National Association, as lender					X

10.54	Form of Lease Agreement between SouthState Bank, N.A. and entities affiliated with Blue Owl Real Estate Capital LLC	8-K	001-12669	10.2	01/13/2025

19.1	Insider Trading Policy					X

21	Subsidiaries of the Registrant					X
· · · · · · · · · ·
23.1	Consent of Ernst & Young LLP					X
· · · · · · · · · ·
24.1	Power of Attorney (contained herein as part of Annual Report on Form 10-K)					X
· · · · · · · · · ·
31.1	Rule 13a-14(a) Certification of the Principal Executive Officer					X
· · · · · · · · · ·
31.2	Rule 13a-14(a) Certification of the Principal Financial Officer					X
· · · · · · · · · ·
32	Section 1350 Certifications					X

97.1	Compensation Recoupment Policy, approved by SouthState Bank Corporation’s Board of Directors on July 27, 2023, effective as of October 2, 2023 *	10-K	001-12699	97.1	3/4/2024

Incorporated by Reference

Exhibit No.

Description of Exhibit

Form

Commission File No.

Exhibit

Filing Date

Filed Herewith

101

The following financial statements from the Annual Report on Form 10-K of SouthState Bank Corporation, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2025, 2024, and 2023, (v) Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023 and (vi) Notes to Consolidated Financial Statements.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

†	Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Denotes a management compensatory plan or arrangement.

(b)	Not Applicable.

SouthState Bank Corporation and certain of its consolidated subsidiaries are parties to long-term debt instruments with respect to trust preferred securities under which the total amount of securities authorized does not exceed 10% of the total assets of SouthState Bank Corporation and its subsidiaries on a consolidated basis. Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, SouthState Bank Corporation agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.