Form 11-K SouthState Bank Corp For: Dec 31

SouthState Bank 401(k) Retirement Savings Plan

Notes to Financial Statements

Note 1 – Description of Plan

The following description of the SouthState Bank 401(k) Retirement Savings Plan (“Plan”) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.

General:

The Plan is a contributory defined contribution plan covering all employees with the exception of employees classified as temporary or “on-call” of SouthState Bank, N.A. (the “Company”), a wholly-owned subsidiary of SouthState Bank Corporation, and all affiliates of the Company who are age 18 or older. The Company’s employees can enter the Plan immediately upon meeting eligibility requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is administered by the Retirement Committee, members of which are appointed by the Board of Directors of the Company. The Retirement Committee contracted Fidelity Management Trust Company (“Fidelity” or the “Trustee”) as the trustee and record keeper of the Plan and the Plan’s assets.

On January 1, 2025, SouthState Corporation closed on the previously announced merger of Independent Bank Group, Inc., a Texas corporation (“IBTX”), with and into SouthState Corporation, pursuant to the Agreement and Plan of Merger, dated as of May 17, 2024, by and between SouthState Corporation and IBTX.  As a result of this transaction, the defined contribution plan sponsored by IBTX was terminated effective December 31, 2024 and has been liquidated.  Many of the participants of the terminated plan chose to rollover their account balances and become participants of the Plan starting on January 1, 2025.

During the third quarter of 2025, SouthState Corporation was redomiciled to the state of Florida by merging SouthState Corporation, a South Carolina corporation, with and into SouthState Bank Corporation, a Florida corporation that was wholly-owned by SouthState Corporation prior to such merger, and adopting its name.

Contributions:

Each year, participants may contribute up to 85% of pretax annual base compensation, as defined in the Plan. The Plan also allows participants to make after-tax Roth contributions, subject to certain limitations imposed by the Plan.  Participants may also contribute amounts representing distributions from other qualified retirement plans (rollovers). Participants direct the investment of their contributions into various investment options offered by the Plan.

The Plan defines Compensation as a participant’s Form W-2 Compensation received during a Compensation Determination Period. A Compensation Determination Period is defined in the Plan as the Plan Year; and any elective deferrals as defined under the Internal Revenue Code (the “Code”) §402(g) and any amount contributed or deferred by the Employer at the election of the Employee which is not includible in gross income by reason of Code §125, Code §132(f)(4) or Code §457, will be included in Compensation. In addition, any amount received under the following circumstances will not be considered Compensation: amounts set forth in Regulation §1.414(s)-1(c)(3) (i.e., reimbursements or other expense allowances, including fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits, even if includible in gross income).

The Plan permits eligible participants to contribute up to a maximum annual amount of $23,500 for 2025. Participants age 50 and older are permitted to make catch-up contributions of $7,500 for 2025.

The Plan requires that newly eligible employees be automatically enrolled in the Plan with a withholding of 4% of Compensation as defined by the Plan unless a Salary Deferral Election form is filed.

The Plan provides for discretionary non-elective profit sharing contributions on an annual basis. Employees will be entitled to such contributions if they are employed on the last day of the year and have completed 1,000 hours of service during the Plan year. Employment terminated during the year due to normal retirement, death or disability shall not result in loss of the non-elective Company contribution. There were no non-elective contributions for 2025.

Note 2 – Summary of Significant Accounting Policies

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Note 3 – Related Party Transactions

Certain Plan investments are shares of SouthState Bank Corporation common stock. The Plan held common shares of SouthState Bank Corporation of 157,132 shares valued at $14,787,764 and 137,141 shares valued at $13,642,815 at December 31, 2025 and 2024, respectively. Dividends received from SouthState Bank Corporation common stock totaled $351,146 for the year ended December 31, 2025.

Note 4 – Plan Termination

The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their accounts.

Note 5 – Tax Status

The underlying pre-approved plan has received an opinion letter from the Internal Revenue Service (IRS) dated June 30, 2020 stating that the written form of the underlying pre-approved document is qualified under Section 401 of the Code. Any employer adopting this form of the plan will be considered to have a plan qualified under Section 401 of the Code, and, therefore, the related trust is tax-exempt. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.

Under accounting principles generally accepted in the United States, Plan management is required to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Note 6 – Exempt Party-In-Interest Transactions

The Plan’s administrative expenses are paid by either the Plan or the Company, as provided by the Plan document. Investment related expenses are included in net appreciation (depreciation) of fair value of investments. Certain administrative functions are performed by employees of the Company. No such employee receives compensation from the Plan.

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services are included as a reduction of the return earned on each fund.

Note 7 – Investments

Plan assets are held in a trust established pursuant to an agreement between the Company and the Trustee.

The Retirement Committee and Trustee direct the investment activities of the trust and have full discretionary authority for the purchase and sale of investments, subject to the participants’ permitted investment elections and certain other specified limitations.

The Trustee maintains a SouthState Bank Corporation Unitized Stock Fund, for the exclusive use of the Plan, to account for the Plan’s interest in SouthState Bank Corporation common stock, plus any undistributed cash to be invested into SouthState Bank Corporation common stock. The Trustee acquires and sells the common stock through a broker-dealer.

Note 8 – Fair Value Measurements

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820 (“FASB ASC Topic 820”), Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. FASB ASC Topic 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value   measurement. The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Following is a description of valuation methodologies used for assets recorded at fair value on a recurring and nonrecurring basis. There have been no changes in the methodologies used at December 31, 2025 and 2024.

SouthState Bank Corporation Unitized Stock Fund is valued on a recurring basis at quoted market prices where available. The common stock is a quoted price in an active market and is classified within Level 1 of the valuation hierarchy.  As disclosed in Note 7, this fund also has a small percentage of cash invested in a money market fund, which is included with mutual funds and is classified within Level 1 of the valuation hierarchy.

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Note 9 – Net Asset Value Per Share

The following table for December 31, 2025 and 2024 sets forth a summary of the Plan’s investments with a reported estimated fair value using net asset value per share:

SouthState Bank 401(k) Retirement Savings Plan

EIN 59-2979916

Plan No. 003

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2025

*Indicates a party-in-interest.

**The cost of participant directed investments is not required to be disclosed.

***FASB issued ASU 2010-25 does not consider notes receivable from participants to be investments

whereas the Form 5500 requires that notes receivable from participants be listed as investments.