SouthState Bank Corp Completes Acquisition of First Community Bankshares

TL;DR

SouthState Bank just bought First Community Bankshares for cash and stock, expanding into VA/NC.

AI Summary

SouthState Bank Corp. (SouthState) announced on August 31, 2025, the completion of its acquisition of First Community Bankshares, Inc. (FCB). The transaction was structured as a stock and cash deal, with FCB shareholders receiving $15.00 in cash and 0.178 shares of SouthState common stock for each share of FCB common stock they owned. This acquisition is expected to enhance SouthState's presence in Virginia and North Carolina.

Why It Matters

This acquisition expands SouthState Bank's geographic footprint and market share, potentially leading to increased revenue and customer base in the Virginia and North Carolina regions.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent integration risks, potential regulatory hurdles, and the possibility of not achieving expected synergies, which could impact financial performance.

Key Numbers

• $15.00 — Cash per share (Part of the acquisition consideration for First Community Bankshares shareholders.)
• 0.178 — Stock per share (Part of the acquisition consideration for First Community Bankshares shareholders.)

Key Players & Entities

• SouthState Bank Corp (company) — Acquiring company
• First Community Bankshares, Inc. (company) — Acquired company
• August 31, 2025 (date) — Completion date of acquisition
• $15.00 (dollar_amount) — Cash consideration per share for FCB shareholders
• 0.178 (share_amount) — Stock consideration per share for FCB shareholders

FAQ

Key Financial Figures

• $2.50 — ich registered Common stock, par value $2.50 per share SSB The New York Stock Ex
• $175.887 million — h have an aggregate principal amount of $175.887 million. As of the Effective Time, New SSB also
• $350 million — mpany's obligations with respect to (i) $350 million in aggregate principal amount of 7.00%
• $130 million — debt due 2035 (the "2035 Notes"), (ii) $130 million in aggregate principal amount of 4.00%
• $175.0 million — 030 (the "4.00% 2030 Notes"), and (iii) $175.0 million in aggregate principal amount of 8.375%

Filing Documents

• ssb-20250831x8k.htm (8-K) — 95KB
• ssb-20250831xex4d7.htm (EX-4.7) — 75KB
• ssb-20250831xex4d15.htm (EX-4.15) — 75KB
• ssb-20250831xex4d16.htm (EX-4.16) — 76KB
• ssb-20250831x8k001.jpg (GRAPHIC) — 12KB
• 0001558370-25-011876.txt ( ) — 498KB
• ssb-20250831.xsd (EX-101.SCH) — 3KB
• ssb-20250831_lab.xml (EX-101.LAB) — 16KB
• ssb-20250831_pre.xml (EX-101.PRE) — 10KB
• ssb-20250831x8k_htm.xml (XML) — 5KB

01

ITEM 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 2.03 with respect to SSB's Indebtedness (as defined in Item 2.03) is incorporated herein by reference. .01

01

ITEM 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introduction is incorporated herein by reference.

03

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. By operation of law, in connection with the redomicile, New SSB assumed all the rights and obligations outstanding under the Company's senior revolving credit facility with U.S. Bank (the "U.S. Bank Facility"). Further, at the Effective Time, New SSB assumed Old SSB's obligations in accordance with Old SSB's underlying indentures and certain related agreements with respect to Old SSB's outstanding trust preferred securities (the "Trust Preferred Securities"), which have an aggregate principal amount of $175.887 million. As of the Effective Time, New SSB also assumed all of the Company's obligations with respect to (i) $350 million in aggregate principal amount of 7.00% fixed-to-floating rate subordinated debt due 2035 (the "2035 Notes"), (ii) $130 million in aggregate principal amount of 4.00% fixed-to-floating rate junior subordinated notes due 2030 (the "4.00% 2030 Notes"), and (iii) $175.0 million in aggregate principal amount of 8.375% fixed-to-floating rate subordinated debentures due August 15, 2034 (items (i) through (iii) being referred to collectively as the "Subordinated Notes" and together with the Trust Preferred Securities, the "Company's Indebtedness"). 2 The supplemental indentures pursuant to which New SSB assumed the Trust Preferred Securities as well as the original indentures pursuant to which the Trust Preferred Securities were issued have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. New SSB agrees to furnish a copy of such indentures to the Commission upon request. The foregoing description of New SSB's assumption of the U.S Bank Facility and Subordinated Notes is qualified in its entirety by reference to the full text of the U.S. Bank Facility or applicable base indenture, respectively, in each case, as amended and supplemented by the supplemental indentures, co

02

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Agreement, the officers and directors of Old SSB immediately prior to the Effective Time became the officers and directors of New SSB immediately after the Effective Time, each to hold office in accordance with the Articles of Incorporation and the Bylaws of New SSB, the provisions of the FBCA and all other applicable laws and regulations. .01

03

ITEM 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year. The information set forth in the Introduction is incorporated herein by reference. .01

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). (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of August 19, 2025, by and between SouthState Corporation and SouthState Bank Corporation (incorporated by reference to Exhibit 2.1 to Old SSB's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "Commission") on August 19, 2025) 3.1 Articles of Incorporation of SouthState Bank Corporation incorporated by reference to Exhibit 3.1 to Old SSB's Current Report on Form 8-K, filed with the Commission on August 19, 2025) 3.2 Bylaws of SouthState Bank Corporation (incorporated by reference to Exhibit 3.2 to Old SSB's Current Report on Form 8-K, filed with the Commission on August 19, 2025) 4 .1 Amendment and Restatement, dated as of November 15, 2021, to Credit Agreement, dated as of October 28, 2013, by and between Old SSB, as borrower, and U.S. Bank National Association, as lender (incorporated by reference to Exhibit 10.49 to Old SSB's Annual Report on Form 10-K, filed with the Commission on February 21, 2025) 4 .2 Amendment Number One, dated as of November 14, 2022, to and under Credit Agreement, dated as of November 15, 2021, by and between Old SSB, as borrower, and U.S. Bank National Association, as lender (incorporated by reference to Exhibit 10.50 to Old SSB's Annual Report on Form 10-K, filed with the Commission on February 21, 2025) 4 .3 Amendment No. 2, dated as of November 13, 2023, to and under Credit Agreement, dated as of November 15, 2021, by

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 BANK CORPORATION (Registrant) By: /s/ William E. Matthews, V William E. Matthews, V Senior Executive Vice President and Chief Financial Officer Dated: September 4, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR