SouthState Corp Files 8-K

TL;DR

SSB filed an 8-K on 8/19 - material agreement & financials.

AI Summary

SouthState Corp. filed an 8-K on August 19, 2025, to report the entry into a material definitive agreement and to file financial statements and exhibits. The filing does not contain specific details about the agreement or financial figures within the provided text.

Why It Matters

This filing indicates a significant corporate event or financial disclosure by SouthState Corp., requiring investor attention.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not inherently present new risks without further details on the agreement.

Key Players & Entities

• SouthState Corp (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• SCBT FINANCIAL CORP (company) — Former company name
• FIRST FINANCIAL HOLDINGS, INC. (company) — Former company name
• SOUTH STATE Corp (company) — Former company name

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-20250819x8k.htm (8-K) — 85KB
• ssb-20250819xex2d1.htm (EX-2.1) — 57KB
• ssb-20250819xex3d1.htm (EX-3.1) — 59KB
• ssb-20250819xex3d2.htm (EX-3.2) — 148KB
• ssb-20250819x8k001.jpg (GRAPHIC) — 12KB
• 0001558370-25-011670.txt ( ) — 539KB
• ssb-20250819.xsd (EX-101.SCH) — 3KB
• ssb-20250819_lab.xml (EX-101.LAB) — 15KB
• ssb-20250819_pre.xml (EX-101.PRE) — 10KB
• ssb-20250819x8k_htm.xml (XML) — 5KB

01

ITEM 1.01 Entry into a Material Definitive Agreement. As disclosed in SouthState Corporation's annual proxy statement filed on March 11, 2025, and as approved by the shareholders of SouthState Corporation (the "Company") at the annual meeting of shareholders held April 23, 2025, the Company intends to change its state of incorporation from the State of South Carolina to the State of Florida. To effect this change, the Company and SouthState Bank Corporation, a newly formed Florida corporation and wholly owned, direct subsidiary of the Company, have entered into an Agreement and Plan of Merger, dated August 19, 2025 (the "Merger Agreement"), pursuant to which the Company will merge with and into SouthState Bank Corporation, with SouthState Bank Corporation surviving the merger (the "Domicile Merger"). Pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, effective as of 11:59 p.m. on August 31, 2025 (the "Effective Time"), the Domicile Merger will be consummated and Company's existence as a South Carolina corporation shall cease, and SouthState Bank Corporation will continue as the surviving corporation governed by the laws of the State of Florida. Merger Consideration Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding share of the Company's common stock, par value $2.50 per share (the "Company Common Stock"), will automatically be converted into one outstanding share of SouthState Bank Corporation's common stock, par value $2.50 per share ("SouthState Bank Common Stock"), with no further action required on the part of the Company's shareholders, and (ii) each option, warrant, equity or equity-based award and other security or instrument of the Company granting the holder thereof the right to acquire Company Common Stock (or other securities of the Company) outstanding immediately prior to the Effective Time (the "Company Securities") will automatically be converted into a corresponding option

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) 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). Exhibit No. Description of Exhibit Incorporated by Reference Form Commission File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Merger dated August 19, 2025, by and between the Company and SouthState Bank Corporation X 3.1 Articles of Incorporation of SouthState Bank Corporation X 3.2 Bylaws of SouthState Bank Corporation X 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) X 3

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: August 19, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR