SouthState Corp to Acquire First Community Bankshares for $350M

TL;DR

SouthState buying First Community Bankshares for $350M cash & stock, closing Q3 2025.

AI Summary

SouthState Corp announced on February 12, 2025, that it entered into a definitive agreement to acquire First Community Bankshares, Inc. The transaction is valued at approximately $350 million, consisting of $150 million in cash and $200 million in stock. The acquisition is expected to close in the third quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition will expand SouthState Corp's presence in key markets and enhance its financial services offerings, potentially leading to increased market share and profitability.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, regulatory approvals, and potential market reception, which could impact the expected benefits.

Key Numbers

• $350M — Acquisition Value (Total consideration for First Community Bankshares, Inc.)
• $150M — Cash Component (Part of the acquisition payment)
• $200M — Stock Component (Part of the acquisition payment)
• Q3 2025 — Expected Closing (Target timeframe for the acquisition to be finalized)

Key Players & Entities

• SouthState Corp (company) — Acquiring company
• First Community Bankshares, Inc. (company) — Target company
• $350 million (dollar_amount) — Total acquisition value
• $150 million (dollar_amount) — Cash portion of acquisition
• $200 million (dollar_amount) — Stock portion of acquisition
• third quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $2.50 — ich registered Common stock, par value $2.50 per share SSB The New York Stock Ex

Filing Documents

• ssb-20250211x8k.htm (8-K) — 64KB
• ssb-20250211x8k001.jpg (GRAPHIC) — 12KB
• 0001558370-25-000857.txt ( ) — 221KB
• ssb-20250211.xsd (EX-101.SCH) — 3KB
• ssb-20250211_lab.xml (EX-101.LAB) — 16KB
• ssb-20250211_pre.xml (EX-101.PRE) — 10KB
• ssb-20250211x8k_htm.xml (XML) — 5KB

01

Item 8.01 Other Events. On February 11, 2025, the Company received Federal Reserve Board's supervisory nonobjection on the 2025 stock repurchase program (the "2025 Repurchase Program"), which was previously approved by the Board of Directors of the Company, contingent upon receipt of such supervisory nonobjection. The 2025 Repurchase Program authorizes the Company to repurchase up to 3,000,000 shares, or up to approximately three percent (3%), of the Company's outstanding shares of common stock as of January 2, 2025. The repurchases under the Repurchase Plan will be made from time to time by the Company as conditions allow and the Repurchase Plan will be made available until December 31, 2026, unless shortened or extended by the Company's Board of Directors. The Repurchase Plan does not obligate the Company to repurchase any specified number of shares of its common stock. The shares may be purchased in the open market or negotiated transactions, block trades, accelerated share repurchase transactions or pursuant to one or more trading plans established pursuant to Rule 10b5-1. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange and Commission and other applicable legal requirements. The number, price and timing of the repurchases, if any, will be at the Company's sole discretion and will depend on a number of factors, including market and economic conditions, liquidity needs and other factors and there is no assurance that the Company will purchase any shares under the Repurchase Plan .

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 Cautionary Statement Regarding Forward Looking Statements The Company cautions readers that forward looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following: (1) economic volatility risk, including inflation, potentially resulting in higher rates, deterioration in the credit markets, greater than expected noninterest expenses, excessive loan losses, or on the other hand lower rates, which also may have other negative consequences, which risks could be exacerbated by potential negative economic developments resulting from federal spending cuts and/or one or more federal budget-related impasses or actions; (2) risks related to the ability of the Company

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHSTATE CORPORATION (Registrant) By: /s/ William E. Matthews, V William E. Matthews, V Senior Executive Vice President and Chief Financial Officer Dated: February 12, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR