SouthState 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 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 8, 2024

To Our Shareholders:

You are cordially invited to attend our Annual Shareholders’ Meeting on Wednesday, April 24, 2024, at 9:00 a.m., Eastern daylight time, at the Tampa Edition Hotel, 500 Channelside Drive, Tampa, Florida 33602.

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 als`o enclosed a copy of our 2023 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 attend 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 2024 ANNUAL MEETING OF SHAREHOLDERS

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Matters to be Voted on:

●Electing the 11 directors named in the proxy statement

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

●Approving the Amended and Restated 2020 Omnibus Incentive Plan

●Ratifying the appointment of our independent registered public accounting firm for 2024

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

Record date:

We have set the close of business on February 28, 2024, as the record date for our annual meeting. SouthState shareholders as of the close of business on February 28, 2024, 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 the 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 75 through 77 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 8, 2024

Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on April 24, 2024:

We commenced providing and making available this 2024 Proxy Statement on March 8, 2024.Our 2024 Proxy Statement and 2023 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 28,** **2024.

Your vote is important.

If you are a beneficial (or street name) holder and you would like to vote in person at the meeting, you must also present a written legal proxy from the broker, bank, or other nominee. See “Voting and Other Information” beginning on page 75 for more information on voting your shares.

To review our 2024 Proxy Statement, 2023 Annual Report, and other information relating to our 2024 annual meeting online, go to www.proxyvote.com.

Annual meeting admission

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. Admission to our annual meeting requires proof of your stock ownership as of the record date and valid, government-issued photo identification. The use of cameras, recording devices, phones, and other electronic devices is prohibited. See “Voting and Other Information—Attending our Annual Meeting” beginning on page 76.

2024 PROXY STATEMENT i

2023Accomplishments

Earned net income of $494 million, or $6.46 per diluted share, or adjusted net income of $525 million, or $6.86 per diluted share, excluding merger-related, severance payments and other one-time costs, and earned pre-provision net revenue (“PPNR”) of $784 million, up from $746 million in 2022, and PPNR per share of $10.25, a 3.3% increase over $9.92 in 2022, and experienced net charge offs of average loans of only 8 basis points, up from 5 basis points for 2022 (1)

Achieved return on average tangible common equity of 15.9%, adjusted return on average tangible common equity (“ROATCE”) of 16.80%, and total tangible book value per share of $46.32 as of December 31, 2023, a 15.5% increase over $40.09 as of December 31, 2022 (1)

The Company’s stock increased 11% in 2023 which placed the Company in the top quartile performance of its peer group, and it outperformed the Keefe Bruyette & Woods Regional Bank Index (i) for 2023 by 15% and (ii) for 1, 2 and 3 years look back periods (2)

Experienced 7.3% annualized loan growth and 1.9% annualized deposit growth, with cycle-to-date deposit beta of only 30% and net interest margin of 3.63% in 2023, up from 3.37% in 2022 (1)

Forbes ranked the Bank in the top 35 of its 100 Best Banks in America, as well as selecting it as the “Best-in-State Bank”, and American Banker listed the Bank in its 2023 “Best Banks to Work For.”

Results from our 2023 employee engagement survey show 83% of our employees are engaged, up from 74% in 2022, as compared to 74% of engagement in the financial services industry generally.

Strategic Objectives

We operate our company 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.

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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

2023 was another exciting year for SouthState. We continued to maintain a performance-based executive compensation program that we adopted in January 2021 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 2023 executive compensation plan included a performance-based program consisting of:

●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 performance metrics: (1)(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

2024 PROXY STATEMENT iii

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We believe this performance-based compensation program reflects our guiding principles of soundness, profitability and growth, and 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 33.

Corporate Governance

We and our Board focus on corporate governance and how we can improve upon 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

Separate roles of CEO and Independent Board Chair with clearly defined responsibilities (1)

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 compliant with SEC and NYSE Rules on trading and 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

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, internal controls, auditing matters, securities law compliance, or any provision of federal law relating to fraud against shareholders, publicly available under the “Investor Relations” tab at the Bank’s website, www.southstatebank.com

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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 Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2023. 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 Nasdaq and 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 8, 2024. Our Board requests that you submit your proxy by the 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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