Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2025

SOUTHSTATE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina

(State or Other Jurisdiction of

Incorporation)

001-12669

(Commission File Number)

57-0799315

(IRS Employer

Identification No.)

1101 First Street South, Suite 202

Winter Haven, FL

(Address of principal executive offices)

33880

(Zip Code)

(863) 293-4710

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $2.50 per share	SSB	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

4
Introduction.

This Current Report on Form 8-K is being filed in connection with the completion (the “Closing”) on January 1, 2025 (the “Closing Date”) of the previously announced merger of Independent Bank Group, Inc., a Texas corporation (“IBTX”), with and into SouthState Corporation, a South Carolina corporation (“SouthState” or the “Company”), pursuant to the Agreement and Plan of Merger, dated as of May 17, 2024 (the “Merger Agreement”), by and between SouthState and IBTX.

Pursuant to the Merger Agreement, at the effective time of the Merger the “Effective Time”) on the Closing Date, (i) IBTX merged with and into SouthState, with SouthState continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, Independent Bank (d/b/a Independent Financial), a Texas state chartered bank and wholly owned bank subsidiary of IBTX merged with and into SouthState Bank, National Association, a national banking association and wholly owned bank subsidiary of SouthState (“SouthState Bank”), with SouthState Bank continuing as the surviving bank (the “Bank Merger”).

Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of IBTX (“IBTX Common Stock”) that was issued and outstanding immediately prior to the Effective Time, other than certain shares held by SouthState or IBTX, was converted into the right to receive 0.60 shares (the “Exchange Ratio”) of common stock, par value $2.50 per share, of the Company (“SouthState Common Stock”). No fractional shares of SouthState Common Stock were issued in connection with the Merger. Each holder of IBTX Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of SouthState Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest) in lieu of such fractional share in accordance with the terms of the Merger Agreement.

In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock award with respect to shares of IBTX Common Stock vested and was converted into the right to receive a number of shares of SouthState Common Stock equal to the product (rounded to the nearest whole number) of (a) the number of shares of IBTX Common Stock subject to such award multiplied by (b) the Exchange Ratio. Each outstanding performance restricted stock unit award with respect to shares of IBTX Common Stock vested and was converted into the right to receive (a) a number of shares of SouthState Common Stock equal to the product (rounded to the nearest whole number) of (i) the number of shares of IBTX Common Stock subject to such award immediately prior to the Effective Time based on target performance multiplied by (ii) the Exchange Ratio, plus (b) a cash payment in respect of any accrued but unpaid dividend equivalents on such award.

The foregoing description of the Merger, the Bank Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.

The total aggregate consideration payable in the Merger was approximately 24.9 million shares of SouthState Common Stock. The issuance of shares of SouthState Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-280541) filed by the Company with the Securities and Exchange Commission (the “Commission”) and declared effective on July 16, 2024 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Merger Agreement and the transactions contemplated thereby.


Item 1.01.			Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 with respect to the IBTX Indebtedness (as defined in Item 2.03) is incorporated herein by reference.


Item 2.01.			Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction is incorporated herein by reference.

3
Item 2.03.			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the Merger, on the Closing Date, the Company assumed IBTX’s obligations in accordance with IBTX’s underlying indentures and certain related agreements with respect to IBTX’s outstanding trust preferred securities (the “Trust Preferred Securities”), which have an aggregate principal amount of $57.324 million (in each case before related acquisition accounting fair market value adjustments). In connection with the Merger, on the Closing Date, SouthState also assumed all of IBTX’s obligations with respect to (i) $130 million in aggregate principal amount of 4.00% fixed-to-floating rate subordinated notes due 2030 (the “2030 Notes”) and (ii) $175.0 million in aggregate principal amount of 8.375% fixed-to-floating rate subordinated debentures due August 15, 2034 (the “2034 Notes”, and together with the 2030 Notes and the Trust Preferred Securities, the “IBTX Indebtedness”).

The supplemental indentures pursuant to which the Company 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. The Company agrees to furnish a copy of such indentures to the Commission upon request.

The foregoing description of SouthState’s assumption of the 2030 Notes and 2034 Notes is qualified in its entirety by reference to the full text of the applicable base indenture, in each case, as amended and supplemented by the first supplemental indenture, the second supplemental indenture, the third supplemental indenture, the fourth supplemental indenture, the fifth supplemental indenture and the sixth supplemental indenture, copies of which are filed hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 and incorporated herein by reference.


Item 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

As previously reported, on December 19, 2024, the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement. The appointment of the IBTX Directors became effective at the Closing. It is anticipated that Messrs. Brooks and Smith and Ms. Froetscher will serve until the 2025 Annual Meeting, at which time the shareholders of the Company will be asked to elect each of them for a one-year term expiring as of the 2026 Annual Meeting.

Transition Agreements

As previously described in the Joint Proxy Statement/Prospectus, each of David Brooks and Daniel Brooks entered into transition agreements with SouthState (collectively, the “Transition Agreements”), memorializing the terms of their continuing service with SouthState following the Effective Time (the terms of which are as previously described in the sections of Joint Proxy Statement/Prospectus entitled “The Merger - Interests of IBTX Directors and Executive Officers in the Merger” and “The Transaction Agreements - Description of the Transition Agreements” and which description is incorporated herein by reference). For a description of the Transition Agreements and additional information about the arrangements and transactions with respect to IBTX’s named executive officers in connection with the Merger, see the section in the Joint Proxy Statement/Prospectus entitled “The Merger - Interests of IBTX Directors and Executive Officers in the Merger” and “The Transaction Agreements - Description of the Transition Agreements.” Such description is incorporated herein by reference.


Item 7.01.			Regulation FD Disclosure.

As a result of the Merger, IBTX no longer exists as a legal entity separate from the Company and therefore no longer fulfills the listing requirements of the NASDAQ Global Select Market (the “NASDAQ”). On December 31, 2024, the NASDAQ was notified that the Closing of the Merger would be effective as of January 1, 2025 and it has been requested that the NASDAQ (1) suspend trading of IBTX Common Stock, (2) withdraw IBTX Common Stock from listing on the NASDAQ, in each case, prior to the open of trading on January 2, 2025, and (3) file with the Commission a notification of delisting of IBTX Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, IBTX Common Stock will no longer be listed on the NASDAQ. In furtherance of the foregoing, SouthState, as successor to IBTX, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of IBTX Common Stock, the 2030 Notes and 2034 Notes under Section 12(g) of the Exchange Act and the corresponding immediate suspension of IBTX’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable, and to cease filing any further periodic reports with respect to IBTX since it no longer as a result of the Merger exists as a separate legal entity.

SouthState Corporation to announce quarterly earnings results on Thursday, January 23, 2025

Winter Haven, FL. – January 2, 2024 – SouthState Corporation (NYSE: SSB) (“SouthState”) announced today that it will release fourth quarter 2024 earnings results on Thursday, January 23, 2025, after the market closes. Upon release, investors may access a copy of SouthState’s earnings results at the Company’s website at www.SouthStateBank.com under Investor Relations, News, News & Market Data section.

SouthState will host a conference call on Friday, January 24, 2025 at 9:00 a.m. (ET) to discuss its fourth quarter 2024 results. Investors may call in (toll free) by dialing (888) 350-3899 within the US and (646) 960-0343 for all other locations (host: Will Matthews, CFO). The numbers for international participants are listed at https://events.q4irportal.com/custom/access/2324/. The conference ID number is 4200408. Participants may also pre-register for the conference by navigating to https://events.q4inc.com/attendee/800597892. Access detail will be provided via email upon completion of registration.

Alternatively, individuals may listen to the live webcast of the presentation by visiting the link at SouthState’s website at www.SouthStateBank.com. An audio replay of the live webcast is expected to be available by the evening of Friday, January 24, 2025 through the Investor Relations section of www.SouthStateBank.com.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 8.01.			Other Events.

On January 2, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

On January 2, 2025, the Company issued a press release announcing the fourth quarter 2024 earnings results release date. A copy of the press release is attached hereto as Exhibit 99.2.


Item 9.01			Financial Statements and Exhibits.


(a) – (b)
The financial statements required by this item will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d)	Exhibits.
Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of May 17, 2024, by and between Independent Bank Group, Inc. and SouthState Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 20, 2024)

4.1		Subordinated Debt Indenture, dated as of June 25, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as Indenture Trustee (incorporated herein by reference to Exhibit 4.6 to Amendment No. 1 to Independent Bank Group, Inc.’s S 3 Registration Statement filed with the SEC on June 25, 2014)

4.2		First Supplemental Indenture, dated as of July 17, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as Indenture Trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.’s Current Report on Form 8-K, dated July 18, 2014)

4.3		Second Supplemental Indenture, dated as of December 19, 2017, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.’s Current Report on Form 8 K, dated December 19, 2017)

4.4		Third Supplemental Indenture, dated as of September 15, 2020, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.’s Current Report on Form 8-K dated September 15, 2020)

4.5		Fourth Supplemental Indenture, dated as of July 31, 2024, between Independent Bank Group, Inc. and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.’s Current Report on Form 8-K dated July 29, 2024)

4.6		Fifth Supplemental Indenture, dated as of January 1, 2025, among SouthState Corporation, Independent Bank Group, Inc. and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee

4.7		Sixth Supplemental Indenture, dated as of January 1, 2025, among SouthState Corporation, Independent Bank Group, Inc. and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee

99.1		Press release, dated January 2, 2025

99.2		Fourth Quarter 2024 Earnings Release Announcement Press Release, dated January 2, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC.

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: January 2, 2025

Exhibit 4.6

Execution Version

FIFTH SUPPLEMENTAL INDENTURE

THIS FIFTH SUPPLEMENTAL INDENTURE dated as of January 1, 2025 is by and among Computershare Trust Company, N.A., a national banking association and limited purpose trust company (as successor in interest to Wells Fargo Bank, National Association, as trustee, and together with its successors, the "Trustee"), SouthState Corporation, a South Carolina corporation (the "Successor Company"), and Independent Bank Group Inc., a Texas corporation (herein, together with its predecessors in interest, “Company”), under the Indenture referred to below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Subordinated Base Indenture dated as of June 25, 2014 (the “Base Indenture”) and the Third Supplemental Indenture dated as of September 15, 2020 (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company issued $130,000,000 of its 4.00% Fixed-to- Floating Rate Junior Subordinated Notes due 2030 (the “Debentures”).

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Fifth Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this Fifth Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

Section 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Section 2. Interpretation.

(a)

In this Fifth Supplemental Indenture, unless a clear contrary intention appears:

(i)

the singular number includes the plural number and vice versa;

(ii)

reference to any gender includes the other gender;

(iii)

the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Fifth Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)

reference to any person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Fifth Supplemental Indenture or the Indenture, and

reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause(iv) is intended to authorize any assignment not otherwise permitted by this Fifth Supplemental Indenture or the Indenture;

(v)

reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

(vi)

reference to any Section means such Section of this Fifth Supplemental Indenture; and

(vii)

the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term.

(b)

No provision in this Fifth Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

Section 3. Assumption of Obligations.

(a)

Pursuant to, and in compliance and accordance with, Section 801 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept or performed by the Company.

(b)

Pursuant to, and in compliance and accordance with, Section 802 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company.

Section 4. Conditions of Effectiveness. This Fifth Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger and the delivery of the related Opinion of Counsel (that the parties acknowledge has been delivered as of the date hereof and which shall continue as an obligation of the Successor Company, provided, however, that the Trustee shall have executed a counterpart of this Fifth Supplemental Indenture and shall have received a counterpart of this Fifth Supplemental Indenture executed by the Company and the Successor Company.

Section 5. Reference to the Indenture.

(a)

Upon the effectiveness of this Fifth Supplemental Indenture, each reference in the Indenture to "this Indenture," "hereunder," "herein" or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b)

Upon the effectiveness of this Fifth Supplemental Indenture, each reference in the Notes to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c)

The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Section 6. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:

SouthState Corporation

1101 First Street South, Suite 202 Winter Haven, Florida, 33880 Attention: Chief Accounting Officer Telephone: (863) 293-4710

Section 7. Execution in Counterparts. This Fifth Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 8. Governing Law; Binding Effect. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

Section 9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed and effective as of January 1, 2025, by their respective officers thereunto duly authorized.


Independent Bank Group Inc.
By:	/s/ David R. Brooks
	Name:	David R. Brooks
	Title:	Chairman and Chief Executive Officer




SouthState Corporation
By:	/s/ John C. Corbett
	Name:	John C. Corbett
	Title:	Chief Executive Officer



Computershare Trust Company, not in its Individual capacity, but solely as Trustee
By:	/s/ Troy Clement
	Name:	Troy Clement
	Title:	Vice President

[Signature Page to Supplemental Indenture (Fifth) – 4.00% Fixed-to-Floating Sub Note due 2030]

Exhibit 4.7

Execution Version

SIXTH SUPPLEMENTAL INDENTURE

THIS SIXTH SUPPLEMENTAL INDENTURE dated as of January 1, 2025 is by and among Computershare Trust Company, N.A., a national banking association and limited purpose trust company (as successor in interest to Wells Fargo Bank, National Association, as trustee, and together with its successors, the "Trustee"), SouthState Corporation, a South Carolina corporation (the "Successor Company"), and Independent Bank Group Inc., a Texas corporation (herein, together with its predecessors in interest, “Company”), under the Indenture referred to below.

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Subordinated Base Indenture dated as of June 25, 2014 (the “Base Indenture”) and the Fourth Supplemental Indenture dated as of July 31, 2024 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company issued $175,000,000 of its 8.375% Fixed-to-Floating Rate Junior Subordinated Notes due 2034 (the “Debentures”).

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Sixth Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this Sixth Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

Section 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Section 2. Interpretation.

(a)

In this Sixth Supplemental Indenture, unless a clear contrary intention appears:

(i)

the singular number includes the plural number and vice versa;

(ii)

reference to any gender includes the other gender;

(iii)

the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Sixth Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)

reference to any person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Sixth Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause(iv) is intended to authorize any assignment not otherwise permitted by this Sixth Supplemental Indenture or the Indenture;

(v)

(vi)

reference to any Section means such Section of this Sixth Supplemental Indenture; and

(vii)

the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term.

(b)

No provision in this Sixth Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

Section 3. Assumption of Obligations.

(a)

(b)

Section 4. Conditions of Effectiveness. This Sixth Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger and the delivery of the related Opinion of Counsel (that the parties acknowledge has been delivered as of the date hereof and which shall continue as an obligation of the Successor Company, provided, however, that the Trustee shall have executed a counterpart of this Sixth Supplemental Indenture and shall have received a counterpart of this Sixth Supplemental Indenture executed by the Company and the Successor Company.

Section 5. Reference to the Indenture.

(a)

Upon the effectiveness of this Sixth Supplemental Indenture, each reference in the Indenture to "this Indenture," "hereunder," "herein" or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b)

Upon the effectiveness of this Sixth Supplemental Indenture, each reference in the Notes to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c)

The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Section 6. Addresses for Notices.All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:

SouthState Corporation

1101 First Street South

Winter Haven, Florida, 33880

Attention: Chief Financial Officer

Telephone: (863) 293-4710

Section 7. Execution in Counterparts. This Sixth Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 8. Governing Law; Binding Effect. This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

Section 9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed and effective as of January 1, 2025, by their respective officers thereunto duly authorized.


Independent Bank Group Inc.
By:	/s/ David R. Brooks
	Name:	David R. Brooks
	Title:	Chairman and Chief Executive Officer




SouthState Corporation
By:	/s/ John C. Corbett
	Name:	John C. Corbett
	Title:	Chief Executive Officer



Computershare Trust Company, not in its Individual capacity, but solely as Trustee
By:	/s/ Troy Clement
	Name:	Troy Clement
	Title:	Vice President

[Signature Page to Supplemental Indenture (Sixth) – 8.375% Fixed-to-Floating Sub Note due 2034]

Exhibit 99.1


SouthState Closes Merger with Independent Financial Expands Presence in TX & CO and Adds Three Board Members	For Immediate Release
		Media Contact
		Jackie Smith, 803.231.3486

Winter Haven, Florida – January 2, 2025 – SouthState Corporation (NYSE: SSB) (“SouthState” or the “Company”) today announced the closing of its acquisition of Independent Bank Group, Inc. (NASDAQ: IBTX) (“Independent Financial”) on January 1, 2025, through the merger of Independent Financial with and into SouthState. Immediately after the merger, also on January 1, 2025, Independent Financial’s subsidiary bank, Independent Bank, merged with and into SouthState Bank, N.A. (“SouthState Bank”). As a result of these transactions, the combined company has expanded its presence in Texas, entered Colorado, and increased its asset size to approximately $65 billion.

“It’s been a pleasure working with the team at Independent Financial since our announcement and we are pleased to close the transaction on schedule,” said John Corbett, SouthState Chief Executive Officer. “Together, we will continue building our company with an entrepreneurial business model in the fastest growing markets in the country.”

In connection with the merger, the Company announced the appointment of three Independent Financial directors to the boards of SouthState and SouthState Bank, increasing the size of each board from 12 to 15 members.

David R. Brooks, former Independent Financial chairman and CEO, began his banking career in the early 1980s and has been active in community banking since he led the investor group that acquired Independent Bank in 1988. Brooks currently serves as Chairman of Capital Southwest Corporation, and previously served as the Chief Financial Officer at Baylor University from 2000 to 2004. In 2018, Brooks was inducted into The Texas Bankers Hall of Fame.

Janet Froetscher, former director of Independent Financial, currently services as President of the J.B and M.K. Pritzker Family Foundation, a private foundation committed to innovative strategies for solving society’s most challenging problems, a position she has held since 2016. Previously, Froetscher was the Chief Executive Officer of Special Olympics from 2013 to 2016, where she led a global team with operations and affiliates in more than 170 countries. She is a Board member of the Cboe Global Markets.

G. Stacy Smith, former lead independent director of Independent Financial, is the Managing Partner of SCW Capital, L.P., a private equity hedge fund focusing on financial and energy sectors, a position he has held since August 2013. Smith is also co-founder of and an active partner in Trinity Investment Group, which invests in private equity, public equity and hard assets. In addition, he serves as an advisor of EAW Energy Partners, an oil and gas minerals acquisition firm.

SouthState Corporation (NYSE: SSB) is a financial services company headquartered in Winter Haven, Florida. SouthState Bank, N.A., the company’s nationally chartered bank subsidiary, provides consumer, commercial, mortgage and wealth management solutions to more than 1.5 million customers throughout Florida, Texas, the Carolinas, Georgia, Colorado, Alabama, and Virginia. The bank also serves clients nationwide through its correspondent banking division. Additional information is available at SouthStateBank.com.

# # #

Exhibit 99.2


SouthState Corporation to Announce Quarterly Earnings Results on Thursday, January 23, 2025	For Immediate Release
		Media Contact
		Jackie Smith, 803.231.3486

WINTER HAVEN, FL – January 2, 2025 – SouthState Corporation (NYSE: SSB) (“SouthState”) announced today that it will release fourth quarter 2024 earnings results on Thursday, January 23, 2025, after the market closes. Upon release, investors may access a copy of SouthState’s earnings results at the Company’s website at www.SouthStateBank.com under Investor Relations, News, News & Market Data section.

SouthState will host a conference call on Friday, January 24, 2025 at 9:00 a.m. (ET) to discuss its fourth quarter 2024 results. Investors may call in (toll free) by dialing (888) 350-3899 within the US and (646) 960-0343 for all other locations (host: Will Matthews, CFO). The conference ID number is 4200408. The numbers for international participants are listed at https://events.q4irportal.com/custom/access/2324/. Participants may also pre-register for the conference by navigating to https://events.q4inc.com/attendee/800597892. Access detail will be provided via email upon completion of registration.

Alternatively, individuals may listen to the live webcast of the presentation by visiting the link at SouthState’s website at www.SouthStateBank.com. An audio replay of the live webcast is expected to be available by the evening of January 24, 2025 through the Investor Relations section of www.SouthStateBank.com.

Document and Entity Information	Jan. 02, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 02, 2025
Entity File Number	001-12669
Entity Registrant Name	SOUTHSTATE CORP
Entity Incorporation, State or Country Code	SC
Entity Tax Identification Number	57-0799315
Entity Address, Address Line One	1101 First Street South, Suite 202
Entity Address, City or Town	Winter Haven
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33880
City Area Code	863
Local Phone Number	293-4710
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $2.50 per share
Trading Symbol	SSB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000764038
Amendment Flag	false

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