SouthState Bank Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

SouthState Bank Corp****oration

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

1101 First Street South

Winter Haven, Florida 33880

March 3, 2026

To Our Shareholders:

I am pleased to invite you to participate in the 2026 Annual Shareholders’ Meeting of SouthState Bank Corporation, to be held virtually via live webcast on April 15, 2026, at 9:30 a.m., Eastern daylight time.

We have enclosed a Notice of Annual Meeting of Shareholders and Proxy Statement that cover the details of matters to be presented at the meeting. We have also enclosed a copy of our 2025 Annual Report on Form 10-K which reviews SouthState’s performance and discusses our strategy and outlook. The Board of Directors recommends that you vote “FOR” each of the matters presented by the Company at the Annual Meeting.

As always, your vote is important, and whether or not you plan to participate in the Annual Meeting, we strongly encourage you to follow the telephone or internet voting instructions or complete the enclosed proxy card or voting instruction form and return it in the enclosed business reply envelope.

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

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Matters to be Voted on:

●Electing the 14 directors named in the proxy statement

●Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution)

●Ratifying the appointment of our independent registered public accounting firm for 2026

●Any other business that may properly come before our annual meeting

Record date:

We have set the close of business on February 13, 2026, as the record date for our annual meeting. SouthState shareholders as of the close of business on February 13, 2026, will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

Your vote is very important:

Please submit your proxy as soon as possible by mobile device, Internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting.

Please refer to pages 70 through 72 of this Proxy Statement for additional information on how to vote your shares and attend our annual meeting.

By order of the Board of Directors,

Beth S. DeSimone

General Counsel and Corporate Secretary

March 3, 2026

Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on April 15, 2026:

We commenced providing and making available this 2026 Proxy Statement on March 3, 2026. We are continuing to use the Securities and Exchange Commission’s (“SEC”) Notice and Access rule, allowing us to furnish our proxy materials to shareholders over the Internet. As a result, most of our shareholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online, which offers a convenient way for shareholders to review the materials. The notice is not a proxy card and cannot be used to vote.

Our 2026 Proxy Statement and 2026 Annual Report to shareholders are available at www.proxyvote.com.

PROXY STATEMENT SUMMARY

How to vote your shares

You may vote if you were a shareholder as of the close of business on February 13, 2026.

Your vote is important.

Annual meeting admission and voting

Annual meeting admission is limited to our registered holders and beneficial owners as of the record date and persons holding valid proxies from these shareholders. Registered and beneficial shareholders as of the Record Date are entitled to attend, vote, and ask questions at this year’s virtual annual meeting by logging in using the 16-digit control number appearing on the Notice of Internet Availability of Proxy Materials, email notification, voting instruction form, or paper proxy card.** **If you hold a valid proxy from a registered holder or are a beneficial owner of shares registered in the name of a broker, bank, or other nominee and you want to attend the live webcast, you will need to obtain your control number from the registered holder or your broker, bank or other nominee’s voting instruction card. The use of recording devices is prohibited. Additional information and rules of conduct will be provided on the Virtual Shareholder Meeting website at the time of the meeting.

We recommend that attendees log into the meeting beginning ten minutes prior to the meeting time to address any technical issues. The Virtual Shareholder Meeting website will provide technical assistance to attendees experiencing issues accessing the meeting. The technical support contact information will appear on the meeting website prior to the start of our meeting. We may adjourn or postpone the meeting, and if we elect to do so, the Company will provide details on how to participate in the readjourned meeting. In such a scenario, we may reopen voting using the same voting instructions, proxy card, and 16-digit control number to vote and access the readjourned virtual meeting.

2026 PROXY STATEMENT i

To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. If you vote by mobile device, telephone or via the Internet, you need not return a proxy card. You may revoke your proxy at any time before the vote is taken by notifying the Corporate Secretary in writing or by validly submitting another proxy by telephone, Internet, or mail. All properly executed written proxies and all properly completed proxies submitted by telephone or the Internet that are delivered pursuant to this solicitation will be voted at the 2026 Annual Meeting of Shareholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting. If you attend the meeting, you may vote your shares at that time, which will supersede your proxy.

See “Voting and Other Information” beginning on page 70 for more information on voting your shares.

To review our 2026 Proxy Statement, 2025 Annual Report, and other information relating to our 2026 Annual Meeting online, go to www.proxyvote.com.

ii SOUTHSTATE

2025****Accomplishments

Closed the acquisition of Independent Bank Group, Inc. on January 1, 2025, marking SouthState's entry into the attractive Texas and Colorado markets, and completed a successful conversion of Independent to SouthState systems in May

Diluted Earnings Per Share (“EPS”) of $7.87, up 13% from 2024 levels, and adjusted EPS of $9.50 up 32% from the prior year; PPNR per share of $12.55, up 30% from 2024 (1)

Produced strong returns on capital, with a 16.7% return on average tangible common equity (“ROATCE”) and a 19.9% adjusted ROATCE; return on average assets (“ROAA”) of 1.22% and adjusted ROAA of 1.48% (1)

Book value per share ended at ​$91.38, up 18% from year end 2024; grew tangible book value per share by 10% over year-end 2024, after closing a sizable acquisition, increasing the quarterly dividend 11% in July, and repurchasing 2.4% of the Company (1)

Achieved record loan production of $12.7 billion

Recognized strong results from our investment in company culture and leadership development, with employee engagement scores in the top 10% of financial institutions

Recognized as an industry leader in terms of client experience, ranking in the 95th percentile for award recognition among over 500 banks tracked in the 2025 Greenwich Coalition Awards (2)

Recognized as a 2025 top quartile performer in J.D. Power’s annual US Retail Banking Satisfaction Study which uses net promoter score and other retail customer satisfaction metrics

Strategic Objectives

Our business strategy is to grow our business organically within our footprint and adjoining market areas faster than the related economic growth in those markets through our existing relationship managers and through targeted hiring of talented officers or teams. Our business growth, profitability and market share may be enhanced by engaging in strategic mergers and acquisitions or branch expansion efforts withier within or contiguous to our existing footprint. We implement this strategy through local market leadership under the guiding principles of soundness, profitability, and growth, while expecting our teams to lead with integrity and accountability. At SouthState, our goal is to take advantage of opportunities to provide a best-in-class customer experience that is balanced by our responsibility to do the right thing. We want to provide freedom within a framework: being nimble with accountability. To do this, we have adopted certain cultural cornerstones to guide our actions.

2026 PROXY STATEMENT iii

Cultural Cornerstones

The Why: To invest in the entrepreneurial spirit, pursue excellence and inspire a greater purpose.

We believe that SouthState is a platform to make our communities better. Our Core Values express to our employees, customers, shareholders, and the communities we serve how we will implement our guiding principles in our daily business.

Compensation Highlights

2025 was another exciting year for SouthState. We improved our capital position of the Company through three strategic transactions: (i) closing the acquisition and completing the conversion of Independent’s operations, resulting in expansion in Texas, entering the Colorado market, and increasing our asset size to over $65 billion; (ii) increasing the Company’s dividend by 11%; and (iii) repurchasing 2.4% of the Company’s outstanding common stock. In addition, as of December 31, 2025, we reported best in peer financial performance, including, among other performance metrics, a 13% increase in diluted earnings per share and a 32% increase in Adjusted Diluted Earnings per share, an increase of 30% of pre-provision net revenue, and a 10.1% increase in the Company’stotal tangible book value per share, in each case, as compared to December 31, 2024. (1)

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We continued to maintain a performance-based executive compensation program that applies to our Named Executive Officers (the “NEOs”) including our CEO. This performance-based approach continues to drive and underscore our pay for performance philosophy. As a result, our 2025 executive compensation plan included a performance-based program consisting of:

o0% based on adjusted pre-tax pre-provision net revenue, or PPNR, less Net Charge-offs o​●o0% in the form of performance share units (“PSUs”) based on the following two performance metrics: (1) period(2)o0% in the form of time-based restricted share units (“RSUs”), vesting ratably over three years​​

●Annual cash-based incentive compensation based on the following metrics:o80% based on adjusted pre-tax pre-provision net revenue, or PPNR, less Net Charge-Offs o20% based on our non-performance assets, or NPAs, to loans plus other real estate owned (or OREO) ratio on an absolute level and as compared to our peers ​●Long-term equity-based incentive compensation consisting of the following awards: o60% in the form of performance share units (“PSUs”) based on the following two equally weighted performance metrics: (1)compound tangible book value (“TBV”) growth per share plus cumulative dividends over a three-year performance period(2)adjusted return on average tangible common equity, compared to peers, over the three-year performance periodo40% in the form of time-based restricted share units (“RSUs”), vesting ratably over three years​

We believe this performance-based compensation program aligns our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.

For the full discussion of the executive compensation program, please see the Company’s “Compensation Discussion and Analysis” which begins on page 34.

Corporate Governance

We and our Board focus on corporate governance and how we can improve it. We believe a diverse and independent Board is an essential component of strong corporate performance that allows us to serve our customers and enhance shareholder value.

Key statistics about our director nominees

Our key corporate governance policies include:

An annually elected Board, with directors serving one-year terms

A majority independent Board, with entirely independent Audit, Compensation, Governance and Nominating, and Risk Committees

Executive sessions of independent directors at regularly scheduled Board and Board Committee meetings

Board review and oversight of current and potential risks facing the Company and its business

Annual Board self-assessment coordinated by the Independent Board Chair and the Governance and Nominating Committee and annual Board committee performance evaluations coordinated by each committee

At least six (6) hours of required director education annually

Stock ownership requirements for directors and executive officers and insider trading guidelines

Insider Trading Policy designed to promote compliance with insider trading laws, rules and regulations and NYSE rules, with prohibitions on directors, officer and employees from engaging in hedging or pledging transactions; publicly available under the “Investor Relations” tab at the Bank’s website, www.southstatebank.com

Compensation Recoupment Policies, one compliant with SEC and NYSE Rules on recouping certain executive compensation paid to executive officers in the event of certain accounting restatements and one covering employees and triggering events beyond those required by SEC and NYSE rules

2026 PROXY STATEMENT v

No poison pill

Shareholders owning 10% or more of the Company’s common stock can call a special meeting of shareholders

Mandatory director retirement age of 72 years

Code of Ethics applicable to all directors, officers, and employees

Whistleblower Hotline available on our public facing website as a confidential mechanism to report concerns regarding accounting and audit matters, internal controls and fraud

Additional Corporate Governance Information

More information about our corporate governance practices, documents and policies can be found on our website at https://www.southstatebank.com/ under the Corporate Governance tab of the Corporate Overview section under “Investor Relations,” including our: (i) Corporate Governance Guidelines; (ii) Code of Ethics; (iii) the charters of each of our Board committees and (iv) Insider Trading Policy. The Bylaws of the Company were filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2025, as amended by the First Amendment to Bylaws filed with the SEC on February 20, 2026, as Exhibit 3.3 to the Company’s Annual Report on Form 10-K. We will disclose any future amendments to these documents, as well as any waivers to our Code of Ethics, on our website as promptly as practicable, as and to the extent required under the NYSE listing standards and applicable SEC rules.

This information is also available in print, free of charge, upon written request addressed to our Corporate Secretary at 1101 First Street South, Winter Haven, Florida 33880. Neither our website nor any of the documents noted above or available therein are incorporated by reference to this proxy statement.

Internet Availability of Proxy Materials

We mailed or emailed to most of our shareholders a Notice of Internet Availability of our proxy materials with instructions on how to access our proxy materials online and how to vote. If you are a registered holder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare, P.O. Box 505000, Louisville, Kentucky 40233-5000; Toll free: (800) 568-3476; Foreign (781) 575-2879; or atwww.computershare.com/investor. You may do the same as a beneficial owner by contacting the bank, broker, or other nominee where your shares are held.

Proxy Statement Availability

We are providing or making available this proxy statement to solicit your proxy to vote on the matters presented at our annual meeting. We commenced providing and making available this proxy statement on March 3, 2026. Our Board requests that you submit your proxy by Internet, telephone, or mail so that your shares will be represented and voted at our annual meeting.

We will pay the cost of solicitation of proxies. Solicitation of proxies may be made in person or by mail, telephone or other means by directors, officers, and regular employees of the Company without receiving additional compensation. We may also request banking institutions, brokerage firms, custodians, nominees, and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such persons, and we will reimburse the reasonable forwarding expenses.

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