8-K - SSB - Equibles

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): July 24, 2024

SOUTHSTATE CORP ORATION

(Exact name of registrant as specified in its charter)

<br><br><br><br>	<br><br>	<br><br><br><br>
South Carolina<br><br>(State or Other Jurisdiction of<br><br>Incorporation)	001-12669<br><br>(Commission File Number)	57-0799315<br><br>(IRS Employer<br><br>Identification No.)

<br><br><br><br>		<br><br>
1101 First Street South , Suite 202<br><br>Winter Haven , FL<br><br>(Address of principal executive offices)		33880<br><br>(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. ☐


Item 2.02			Results of Operations and Financial Condition.

On July 24, 2024, SouthState Corporation (“SouthState” or the “Company”) issued a press release announcing its financial results for the three- and six-month periods ended June 30, 2024, along with certain other financial information. Copies of the Company’s press release and presentation are attached as Exhibit 99.1 and 99.2, respectively, to this report and incorporated herein by reference.

SouthState will host a conference call on July 25, 2023 at 9 a.m. (ET) to discuss the Company’s second quarter 2024 results. Investors may call in (toll free) by dialing (888) 350-3899 within the U.S. and (646) 960-0343 for all other locations (passcode 4200408; host: Will Matthews, CFO). 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/945496342. Access detail will be provided via email upon completion of registration.


Item 7.01				Regulation FD Disclosure.

On July 24, 2024, the Company also made available the presentation (“Presentation”) prepared for use with the press release during the earnings conference call on July 25, 2024. Attached hereto and incorporated herein as Exhibit 99.2 is the text of that presentation.

The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.2 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 8.01		Other Events.

Third Quarter 2024 Shareholder Dividend

The Board of Directors of the Company increased its quarterly cash dividend on its common stock from $0.52 per share to $0.54 per share. The dividend is payable on August 16, 2024 to shareholders of record as of August 9, 2024.


Item 9.01		Financial Statements and Exhibits.

	(d)	Exhibits:

	Exhibit No.	Description

	99.1	Press Release, dated July 24, 2024

	99.2	Presentation for SouthState Corporation Earnings Call

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

Cautionary Statement Regarding Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.’s (“IBTX”), SouthState Corporation’s (“SouthState”) or the combined company’s possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in IBTX’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, IBTX’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future operations, IBTX’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on IBTX’s, SouthState’s or the combined company’s operations, results of operations and financial condition, IBTX’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that IBTX and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding IBTX’s, SouthState’s and the combined company’s business, the economy and other future conditions.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of IBTX and SouthState. IBTX’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect IBTX’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in IBTX’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and SouthState providing for the acquisition of IBTX by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against IBTX or SouthState; (3) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which IBTX and SouthState operate; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (7) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of IBTX’s or SouthState’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (9) the dilution caused by SouthState’s issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState or IBTX; (11) general competitive, economic, political and market conditions; (12) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; (13) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of IBTX and SouthState including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

These factors are not necessarily all of the factors that could cause IBTX’s, SouthState’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm IBTX’s, SouthState’s or the combined company’s results.

IBTX and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by IBTX and/or SouthState. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by IBTX or SouthState in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. IBTX and SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. IBTX and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, IBTX and SouthState caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, IBTX and SouthState caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.

If IBTX or SouthState update one or more forward-looking statements, no inference should be drawn that IBTX or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding IBTX, SouthState and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC. 4

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: July 24, 2024

Exhibit 99.1

<br><br><br><br>
SouthState Corporation Reports Second Quarter 2024 Results<br><br>Declares an Increase in the Quarterly Cash Dividend	For Immediate Release
		Media Contact
		Jackie Smith, 803.231.3486

WINTER HAVEN, FL – July 24, 2024 – SouthState Corporation (NYSE: SSB) today released its unaudited results of operations and other financial information for the three-month and six-month periods ended June 30, 2024.

“Both revenue and net interest margin inflected during the second quarter as loans repriced faster than deposits. Loans grew at a 7% annualized pace and earnings per share increased 15% over the first quarter", commented John C. Corbett, SouthState’s Chief Executive Officer. "On May 20th, we announced the acquisition of Texas-based Independent Bank Group. During June, we traveled in town hall meetings with the Independent team and are increasingly excited about partnering with David Brooks and his relationship bankers in the best growth markets in the country."

Highlights of the second quarter of 2024 include:

Returns

●	Reported Diluted Earnings per Share (“EPS”) of $1.73; Adjusted Diluted EPS (Non-GAAP) of $1.79
●	Net Income of $132.4 million; Adjusted Net Income (Non-GAAP) of $137.3 million
---	---
●	Return on Average Common Equity of 9.6%; Return on Average Tangible Common Equity (Non-GAAP) of 15.5% and Adjusted Return on Average Tangible Common Equity^^(Non-GAAP) of 16.1%*
---	---
●	Return on Average Assets (“ROAA”) of 1.17% and Adjusted ROAA (Non-GAAP) of 1.22%*
---	---
●	Pre-Provision Net Revenue (“PPNR”) per Weighted Average Diluted Share (Non-GAAP) of $2.39
---	---
●	Book Value per Share of $74.16; Tangible Book Value (“TBV”) per Share (Non-GAAP) of $47.90
---	---

Performance

●	Net Interest Income of $350 million; Core Net Interest Income (excluding loan accretion) (Non-GAAP) of $346 million
●	Net Interest Margin (“NIM”), non-tax equivalent of 3.43% and tax equivalent (Non-GAAP) of 3.44%
---	---
●	Net charge-offs of $4.2 million, or 0.05% annualized; $3.9 million Provision for Credit Losses (“PCL”), including release for unfunded commitments; total allowance for credit losses (“ACL”) plus reserve for unfunded commitments of 1.57%
---	---
●	Noninterest Income of $75 million; Noninterest Income represented 0.67% of average assets for the second quarter of 2024
---	---
●	Efficiency Ratio of 57% and Adjusted Efficiency Ratio (Non-GAAP) of 56%
---	---

Balance Sheet

●	Loans increased $567 million, or 7% annualized, led by commercial and industrial and consumer real estate; ending loan to deposit ratio of 90%
●	Deposits decreased $80 million, or 1% annualized
---	---
●	Total loan yield of 5.82%, up 0.09% from prior quarter, resulting in a 39% cycle-to-date beta
---	---
●	Total deposit cost of 1.80%, up 0.06% from prior quarter, resulting in a 34% cycle-to-date beta
---	---
●	Strong capital position with Tangible Common Equity, Total Risk-Based Capital, Tier 1 Leverage, and Tier 1 Common Equity ratios of 8.4%, 14.4%, 9.7%, and 12.1%, respectively†
---	---

Mergers & Acquisitions

●	On May 20, 2024, the Company announced its acquisition of Independent Bank Group, Inc.

Subsequent Events

●	The Board of Directors of the Company increased its quarterly cash dividend on its common stock from $0.52 per share to $0.54 per share; the dividend is payable on August 16, 2024 to shareholders of record as of August 9, 2024

∗ Annualized percentages

† Preliminary

Financial Performance


	Three Months Ended										Six Months Ended
(Dollars in thousands, except per share data)	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Jun. 30,		Jun. 30,
INCOME STATEMENT	2024		2024		2023		2023		2023		2024		2023
Interest Income
Loans, including fees (1)	$	478,360	$	463,688	$	459,880	$	443,805	$	419,355	$	942,048	$	812,720
Investment securities, trading securities, federal funds sold and securities
purchased under agreements to resell		52,764		53,567		55,555		56,704		58,698		106,331		115,742
Total interest income		531,124		517,255		515,435		500,509		478,053		1,048,379		928,462
Interest Expense
Deposits		165,481		160,162		149,584		133,944		100,787		325,643		156,729
Federal funds purchased, securities sold under agreements
to repurchase, and other borrowings		15,384		13,157		11,620		11,194		15,523		28,541		28,727
Total interest expense		180,865		173,319		161,204		145,138		116,310		354,184		185,456
Net Interest Income		350,259		343,936		354,231		355,371		361,743		694,195		743,006
Provision for credit losses		3,889		12,686		9,893		32,709		38,389		16,575		71,480
Net Interest Income after Provision for Credit Losses		346,370		331,250		344,338		322,662		323,354		677,620		671,526
Noninterest Income		75,225		71,558		65,489		72,848		77,214		146,783		148,569
Noninterest Expense
Operating expense		242,343		240,923		245,774		238,042		240,818		483,266		471,911
Merger, branch consolidation, severance related and other expense (8)		5,785		4,513		1,778		164		1,808		10,298		11,220
FDIC special assessment		619		3,854		25,691		—		—		4,473		—
Total noninterest expense		248,747		249,290		273,243		238,206		242,626		498,037		483,131
Income before Income Taxes Provision		172,848		153,518		136,584		157,304		157,942		326,366		336,964
Income taxes provision		40,478		38,462		29,793		33,160		34,495		78,940		73,591
Net Income	$	132,370	$	115,056	$	106,791	$	124,144	$	123,447	$	247,426	$	263,373

Adjusted Net Income (non-GAAP) (2)
Net Income (GAAP)	$	132,370	$	115,056	$	106,791	$	124,144	$	123,447	$	247,426	$	263,373
Securities losses (gains), net of tax		—		—		2		—		—		—		(35)
Merger, branch consolidation, severance related and other expense, net of tax (8)		4,430		3,382		1,391		130		1,414		7,812		8,770
FDIC special assessment, net of tax		474		2,888		20,087		—		—		3,362		—
Adjusted Net Income (non-GAAP)	$	137,274	$	121,326	$	128,271	$	124,274	$	124,861	$	258,600	$	272,108

Basic earnings per common share	$	1.74	$	1.51	$	1.40	$	1.63	$	1.62	$	3.24	$	3.47
Diluted earnings per common share	$	1.73	$	1.50	$	1.39	$	1.62	$	1.62	$	3.23	$	3.45
Adjusted net income per common share - Basic (non-GAAP) (2)	$	1.80	$	1.59	$	1.69	$	1.63	$	1.64	$	3.39	$	3.58
Adjusted net income per common share - Diluted (non-GAAP) (2)	$	1.79	$	1.58	$	1.67	$	1.62	$	1.63	$	3.37	$	3.56
Dividends per common share	$	0.52	$	0.52	$	0.52	$	0.52	$	0.50	$	1.04	$	1.00
Basic weighted-average common shares outstanding		76,251,401		76,301,411		76,100,187		76,139,170		76,057,977		76,276,406		75,980,638
Diluted weighted-average common shares outstanding		76,607,281		76,660,081		76,634,100		76,571,430		76,417,537		76,629,796		76,394,174
Effective tax rate		23.42%		25.05%		21.81%		21.08%		21.84%		24.19%		21.84%

Performance and Capital Ratios


	Three Months Ended															Six Months Ended
	Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Jun. 30,			Jun. 30,		Jun. 30,
	2024			2024			2023			2023			2023			2024		2023
PERFORMANCE RATIOS
Return on average assets (annualized)		1.17	%		1.03	%		0.94	%		1.10	%		1.11	%	1.10	%	1.20	%
Adjusted return on average assets (annualized) (non-GAAP) (2)		1.22	%		1.08	%		1.13	%		1.10	%		1.12	%	1.15	%	1.24	%
Return on average common equity (annualized)		9.58	%		8.36	%		7.99	%		9.24	%		9.34	%	8.97	%	10.14	%
Adjusted return on average common equity (annualized) (non-GAAP) (2)		9.94	%		8.81	%		9.60	%		9.25	%		9.45	%	9.38	%	10.47	%
Return on average tangible common equity (annualized) (non-GAAP) (3)		15.49	%		13.63	%		13.53	%		15.52	%		15.81	%	14.57	%	17.27	%
Adjusted return on average tangible common equity (annualized) (non-GAAP) (2) (3)		16.05	%		14.35	%		16.12	%		15.54	%		15.98	%	15.20	%	17.82	%
Efficiency ratio (tax equivalent)		57.03	%		58.48	%		63.43	%		54.00	%		53.59	%	57.75	%	52.48	%
Adjusted efficiency ratio (non-GAAP) (4)		55.52	%		56.47	%		56.89	%		53.96	%		53.18	%	55.99	%	51.23	%
Dividend payout ratio (5)		29.93	%		34.42	%		37.01	%		31.84	%		30.75	%	32.02	%	28.81	%
Book value per common share	$	74.16		$	72.82		$	72.78		$	68.81		$	69.61
Tangible book value per common share (non-GAAP) (3)	$	47.90		$	46.48		$	46.32		$	42.26		$	42.96

CAPITAL RATIOS
Equity-to-assets		12.4	%		12.3	%		12.3	%		11.6	%		11.8	%
Tangible equity-to-tangible assets (non-GAAP) (3)		8.4	%		8.2	%		8.2	%		7.5	%		7.6	%
Tier 1 leverage (6)		9.7	%		9.6	%		9.4	%		9.3	%		9.2	%
Tier 1 common equity (6)		12.1	%		11.9	%		11.8	%		11.5	%		11.3	%
Tier 1 risk-based capital (6)		12.1	%		11.9	%		11.8	%		11.5	%		11.3	%
Total risk-based capital (6)		14.4	%		14.4	%		14.1	%		13.8	%		13.5	%

Balance Sheet


	Ending Balance
(Dollars in thousands, except per share and share data)	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,
BALANCE SHEET	2024		2024		2023		2023		2023
Assets
Cash and due from banks	$	507,425	$	478,271	$	510,922	$	514,917	$	552,900
Federal funds sold and interest-earning deposits with banks		609,741		731,186		487,955		814,220		960,849
Cash and cash equivalents		1,117,166		1,209,457		998,877		1,329,137		1,513,749

Trading securities, at fair value		92,161		66,188		31,321		114,154		56,580
Investment securities:
Securities held to maturity		2,348,528		2,446,589		2,487,440		2,533,713		2,585,155
Securities available for sale, at fair value		4,498,264		4,598,400		4,784,388		4,623,618		4,949,334
Other investments		201,516		187,285		192,043		187,152		196,728
Total investment securities		7,048,308		7,232,274		7,463,871		7,344,483		7,731,217
Loans held for sale		100,007		56,553		50,888		27,443		42,951
Loans:
Purchased credit deteriorated		957,255		1,031,283		1,108,813		1,171,543		1,269,983
Purchased non-credit deteriorated		4,253,323		4,534,583		4,796,913		5,064,254		5,275,913
Non-acquired		28,023,986		27,101,444		26,482,763		25,780,875		24,990,889
Less allowance for credit losses		(472,298)		(469,654)		(456,573)		(447,956)		(427,392)
Loans, net		32,762,266		32,197,656		31,931,916		31,568,716		31,109,393
Premises and equipment, net		517,382		512,635		519,197		516,583		518,353
Bank owned life insurance		1,001,998		997,562		991,454		984,881		979,494
Mortgage servicing rights		88,904		87,970		85,164		89,476		87,539
Core deposit and other intangibles		77,389		83,193		88,776		95,094		102,256
Goodwill		1,923,106		1,923,106		1,923,106		1,923,106		1,923,106
Other assets		765,283		778,244		817,454		996,055		875,694
Total assets	$	45,493,970	$	45,144,838	$	44,902,024	$	44,989,128	$	44,940,332

Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing	$	10,374,464	$	10,546,410	$	10,649,274	$	11,158,431	$	11,489,483
Interest-bearing		26,723,938		26,632,024		26,399,635		25,776,767		25,252,395
Total deposits		37,098,402		37,178,434		37,048,909		36,935,198		36,741,878
Federal funds purchased and securities
sold under agreements to repurchase		542,403		554,691		489,185		513,304		581,446
Other borrowings		691,719		391,812		491,904		391,997		792,090
Reserve for unfunded commitments		50,248		53,229		56,303		62,347		63,399
Other liabilities		1,460,795		1,419,663		1,282,625		1,855,295		1,471,509
Total liabilities		39,843,567		39,597,829		39,368,926		39,758,141		39,650,322

Shareholders' equity:
Common stock - $2.50 par value; authorized 160,000,000 shares		190,489		190,443		190,055		190,043		189,990
Surplus		4,238,192		4,230,345		4,240,413		4,238,753		4,228,910
Retained earnings		1,841,933		1,749,215		1,685,166		1,618,080		1,533,508
Accumulated other comprehensive loss		(620,211)		(622,994)		(582,536)		(815,889)		(662,398)
Total shareholders' equity		5,650,403		5,547,009		5,533,098		5,230,987		5,290,010
Total liabilities and shareholders' equity	$	45,493,970	$	45,144,838	$	44,902,024	$	44,989,128	$	44,940,332

Common shares issued and outstanding		76,195,723		76,177,163		76,022,039		76,017,366		75,995,979

Net Interest Income and Margin


		Three Months Ended
		Jun. 30, 2024					Mar. 31, 2024					Jun. 30, 2023
(Dollars in thousands)		Average		Income/		Yield/	Average		Income/		Yield/	Average		Income/		Yield/
YIELD ANALYSIS		Balance		Expense		Rate	Balance		Expense		Rate	Balance		Expense		Rate
Interest-Earning Assets:
Federal funds sold and interest-earning deposits with banks		$	732,252	$	8,248	4.53%	$	668,349	$	8,254	4.97%	$	947,526	$	11,858	5.02%
Investment securities			7,226,582		44,516	2.48%		7,465,735		45,313	2.44%		7,994,330		46,840	2.35%
Loans held for sale			63,307		1,018	6.47%		42,872		681	6.39%		36,114		568	6.31%
Total loans held for investment			32,989,521		477,342	5.82%		32,480,220		463,007	5.73%		31,149,866		418,787	5.39%
Total interest-earning assets			41,011,662		531,124	5.21%		40,657,176		517,255	5.12%		40,127,836		478,053	4.78%
Noninterest-earning assets			4,416,072					4,353,987					4,500,288
Total Assets		$	45,427,734				$	45,011,163				$	44,628,124

Interest-Bearing Liabilities ("IBL"):
Transaction and money market accounts		$	19,653,436	$	120,722	2.47%	$	19,544,019	$	117,292	2.41%	$	17,222,660	$	65,717	1.53%
Savings deposits			2,504,809		1,830	0.29%		2,589,251		1,818	0.28%		3,031,153		1,951	0.26%
Certificates and other time deposits			4,286,950		42,929	4.03%		4,282,749		41,052	3.86%		4,328,388		33,119	3.07%
Federal funds purchased			270,028		3,621	5.39%		256,506		3,369	5.28%		215,085		2,690	5.02%
Repurchase agreements			270,815		1,362	2.02%		280,674		1,358	1.95%		330,118		845	1.03%
Other borrowings			715,401		10,401	5.85%		563,848		8,430	6.01%		865,770		11,988	5.55%
Total interest-bearing liabilities			27,701,439		180,865	2.63%		27,517,047		173,319	2.53%		25,993,174		116,310	1.79%
Noninterest-bearing liabilities ("Non-IBL")			12,171,825					11,957,565					13,333,253
Shareholders' equity			5,554,470					5,536,551					5,301,697
Total Non-IBL and shareholders' equity			17,726,295					17,494,116					18,634,950
Total Liabilities and Shareholders' Equity		$	45,427,734				$	45,011,163				$	44,628,124
Net Interest Income and Margin (Non-Tax Equivalent)				$	350,259	3.43%			$	343,936	3.40%			$	361,743	3.62%
Net Interest Margin (Tax Equivalent) (non-GAAP)						3.44%					3.41%					3.62%
Total Deposit Cost (without Debt and Other Borrowings)						1.80%					1.74%					1.11%
Overall Cost of Funds (including Demand Deposits)						1.90%					1.83%					1.23%

Total Accretion on Acquired Loans (1)				$	4,386				$	4,287				$	5,481
Tax Equivalent ("TE") Adjustment				$	631				$	528				$	698
●	The remaining loan discount on acquired loans to be accreted into loan interest income totals $42.7 million as of June 30, 2024.
---	---

Noninterest Income and Expense


	Three Months Ended										Six Months Ended
	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Jun. 30,		Jun. 30,
(Dollars in thousands)	2024		2024		2023		2023		2023		2024		2023
Noninterest Income:
Fees on deposit accounts	$	33,842	$	33,145	$	33,225	$	32,830	$	33,101	$	66,987	$	62,960
Mortgage banking income		5,912		6,169		2,191		2,478		4,354		12,081		8,686
Trust and investment services income		11,091		10,391		10,131		9,556		9,823		21,482		19,760
Securities (losses) gains, net		—		—		(2)		—		—		—		45
Correspondent banking and capital markets income		16,267		14,591		16,081		24,808		27,734		30,858		49,690
Expense on centrally-cleared variation margin		(11,407)		(10,280)		(12,677)		(11,892)		(8,547)		(21,687)		(16,909)
Total correspondent banking and capital markets income		4,860		4,311		3,404		12,916		19,187		9,171		32,781
Bank owned life insurance income		7,372		6,892		6,567		7,039		6,271		14,264		13,084
Other		12,148		10,650		9,973		8,029		4,478		22,798		11,253
Total Noninterest Income	$	75,225	$	71,558	$	65,489	$	72,848	$	77,214	$	146,783	$	148,569

Noninterest Expense:
Salaries and employee benefits	$	151,435	$	150,453	$	145,850	$	146,146	$	147,342	$	301,888	$	291,402
Occupancy expense		22,453		22,577		22,715		22,251		22,196		45,030		43,729
Information services expense		23,144		22,353		22,000		21,428		21,119		45,497		41,044
OREO and loan related expense (income)		1,307		606		948		613		(14)		1,913		155
Business development and staff related		6,220		5,799		7,492		5,995		6,672		12,019		12,629
Amortization of intangibles		5,744		5,998		6,615		6,616		7,028		11,742		14,327
Professional fees		3,906		3,115		7,025		3,456		4,364		7,021		8,066
Supplies and printing expense		2,526		2,540		2,761		2,623		2,554		5,066		5,194
FDIC assessment and other regulatory charges		7,771		8,534		8,325		8,632		9,819		16,305		16,113
Advertising and marketing		2,594		1,984		2,826		3,009		1,521		4,578		3,639
Other operating expenses		15,243		16,964		19,217		17,273		18,217		32,207		35,613
Merger, branch consolidation, severance related and other expense (8)		5,785		4,513		1,778		164		1,808		10,298		11,220
FDIC special assessment		619		3,854		25,691		—		—		4,473		—
Total Noninterest Expense	$	248,747	$	249,290	$	273,243	$	238,206	$	242,626	$	498,037	$	483,131

Loans and Deposits

The following table presents a summary of the loan portfolio by type:


	Ending Balance
(Dollars in thousands)	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,
LOAN PORTFOLIO (7)	2024		2024		2023		2023		2023
Construction and land development * †	$	2,592,307	$	2,437,343	$	2,923,514	$	2,776,241	$	2,817,125
Investor commercial real estate*		9,731,773		9,752,529		9,227,968		9,372,683		9,187,948
Commercial owner occupied real estate		5,522,978		5,511,855		5,497,671		5,539,097		5,585,951
Commercial and industrial		5,769,838		5,544,131		5,504,539		5,458,229		5,378,294
Consumer real estate *		8,440,724		8,223,066		7,993,450		7,608,145		7,275,495
Consumer/other		1,176,944		1,198,386		1,241,347		1,262,277		1,291,972
Total Loans	$	33,234,564	$	32,667,310	$	32,388,489	$	32,016,672	$	31,536,785

* Single family home construction-to-permanent loans originated by the Company’s mortgage banking division are included in construction and land development category until completion. Investor commercial real estate loans include commercial non-owner occupied real estate and other income producing property. Consumer real estate includes consumer owner occupied real estate and home equity loans.

† Includes single family home construction-to-permanent loans of $544.2 million, $623.9 million, $715.5 million, $863.1 million, and $928.4 million for the quarters ended June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively.


	Ending Balance
(Dollars in thousands)	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,
DEPOSITS	2024		2024		2023		2023		2023
Noninterest-bearing checking	$	10,374,464	$	10,546,410	$	10,649,274	$	11,158,431	$	11,489,483
Interest-bearing checking		7,547,406		7,898,835		7,978,799		7,806,243		8,185,609
Savings		2,475,130		2,557,203		2,632,212		2,760,166		2,931,320
Money market		12,122,336		11,895,385		11,538,671		10,756,431		9,710,032
Time deposits		4,579,066		4,280,601		4,249,953		4,453,927		4,425,434
Total Deposits	$	37,098,402	$	37,178,434	$	37,048,909	$	36,935,198	$	36,741,878

Core Deposits (excludes Time Deposits)	$	32,519,336	$	32,897,833	$	32,798,956	$	32,481,271	$	32,316,444

Asset Quality


	Ending Balance
	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,
(Dollars in thousands)	2024		2024		2023		2023		2023
NONPERFORMING ASSETS:
Non-acquired
Non-acquired nonaccrual loans and restructured loans on nonaccrual	$	110,774	$	106,189	$	110,467	$	105,856	$	104,772
Accruing loans past due 90 days or more		5,843		2,497		11,305		783		3,620
Non-acquired OREO and other nonperforming assets		2,876		1,589		711		449		227
Total non-acquired nonperforming assets		119,493		110,275		122,483		107,088		108,619
Acquired
Acquired nonaccrual loans and restructured loans on nonaccrual		78,287		63,451		59,755		57,464		60,734
Accruing loans past due 90 days or more		916		135		1,174		1,821		571
Acquired OREO and other nonperforming assets		598		655		712		378		981
Total acquired nonperforming assets		79,801		64,241		61,641		59,663		62,286
Total nonperforming assets	$	199,294	$	174,516	$	184,124	$	166,751	$	170,905


	Three Months Ended
	Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,
	2024		2024		2023		2023		2023
ASSET QUALITY RATIOS (7):
Allowance for credit losses as a percentage of loans		1.42%		1.44%		1.41%		1.40%		1.36%
Allowance for credit losses, including reserve for unfunded commitments, as a percentage of loans		1.57%		1.60%		1.58%		1.59%		1.56%
Allowance for credit losses as a percentage of nonperforming loans		241.19%		272.62%		249.90%		269.98%		251.86%
Net charge-offs as a percentage of average loans (annualized)		0.05%		0.03%		0.09%		0.16%		0.04%
Total nonperforming assets as a percentage of total assets		0.44%		0.39%		0.41%		0.37%		0.38%
Nonperforming loans as a percentage of period end loans		0.59%		0.53%		0.56%		0.52%		0.54%

Current Expected Credit Losses (“CECL”)

Below is a table showing the roll forward of the ACL and UFC for the second quarter of 2024:


	Allowance for Credit Losses ("ACL and UFC")
(Dollars in thousands)	NonPCD ACL		PCD ACL		Total ACL		UFC
Ending balance 3/31/2024	$	439,188	$	30,466	$	469,654	$	53,229
Charge offs		(5,422)		—		(5,422)		—
Acquired charge offs		(910)		(2,258)		(3,168)		—
Recoveries		2,779		—		2,779		—
Acquired recoveries		632		954		1,586		—
Provision (recovery) for credit losses		11,361		(4,492)		6,869		(2,981)
Ending balance 6/30/2024	$	447,628	$	24,670	$	472,298	$	50,248

Period end loans	$	32,277,309	$	957,255	$	33,234,564		N/A
Allowance for Credit Losses to Loans		1.39%		2.58%		1.42%		N/A
Unfunded commitments (off balance sheet) *							$	7,917,682
Reserve to unfunded commitments (off balance sheet)								0.63%

* Unfunded commitments exclude unconditionally cancelable commitments and letters of credit.

Conference Call

The Company will host a conference call to discuss its second quarter results at 9:00 a.m. Eastern Time on July 25, 2024. Callers wishing to participate may call toll-free by dialing (888) 350-3899 within the US and (646) 960-0343 for all other locations. The numbers for international participants are listed at https://events.q4irportal.com/custom/access/2324/. The conference ID number is 4200408. Alternatively, individuals may listen to the live webcast of the presentation by visiting SouthStateBank.com. An audio replay of the live webcast is expected to be available by the evening of July 25, 2024 on the Investor Relations section of SouthStateBank.com.

SouthState Corporation 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 one million customers throughout Florida, Alabama, Georgia, the Carolinas and Virginia. The Bank also serves clients coast to coast through its correspondent banking division. Additional information is available at SouthStateBank.com.

Non-GAAP Measures

Statements included in this press release include non-GAAP measures and should be read along with the accompanying tables that provide a reconciliation of non-GAAP measures to GAAP measures. Although other companies may use calculation methods that differ from those used by SouthState for non-GAAP measures, management believes that these non-GAAP measures provide additional useful information, which allows readers to evaluate the ongoing performance of the Company. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP.


(Dollars and shares in thousands, except per share data)	Three Months Ended
PRE-PROVISION NET REVENUE ("PPNR") (NON-GAAP)	Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023
Net income (GAAP)	$	132,370		$	115,056		$	106,791		$	124,144		$	123,447
Provision for credit losses		3,889			12,686			9,893			32,709			38,389
Tax provision		40,478			38,462			29,793			33,160			34,495
Merger, branch consolidation, severance related and other expense (8)		5,785			4,513			1,778			164			1,808
FDIC special assessment		619			3,854			25,691			—			—
Securities losses		—			—			2			—			—
Pre-provision net revenue (PPNR) (Non-GAAP)	$	183,141		$	174,571		$	173,948		$	190,177		$	198,139

Average asset balance (GAAP)	$	45,427,734		$	45,011,163		$	45,037,632		$	44,841,319		$	44,628,124
PPNR ROAA		1.62	%		1.56	%		1.53	%		1.68	%		1.78	%

Diluted weighted-average common shares outstanding		76,607			76,660			76,634			76,571			76,418
PPNR per weighted-average common shares outstanding	$	2.39		$	2.28		$	2.27		$	2.48		$	2.59


(Dollars in thousands)	Three Months Ended
CORE NET INTEREST INCOME (NON-GAAP)	Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023
Net interest income (GAAP)	$	350,259		$	343,936		$	354,231		$	355,371		$	361,743
Less:
Total accretion on acquired loans		4,386			4,287			3,870			4,053			5,481
Core net interest income (Non-GAAP)	$	345,873		$	339,649		$	350,361		$	351,318		$	356,262

NET INTEREST MARGIN ("NIM"), TE (NON-GAAP)
Net interest income (GAAP)	$	350,259		$	343,936		$	354,231		$	355,371		$	361,743
Total average interest-earning assets		41,011,662			40,657,176			40,465,377			40,376,380			40,127,836
NIM, non-tax equivalent		3.43	%		3.40	%		3.47	%		3.49	%		3.62	%

Tax equivalent adjustment (included in NIM, TE)		631			528			659			646			698
Net interest income, tax equivalent (Non-GAAP)	$	350,890		$	344,464		$	354,890		$	356,017		$	362,441
NIM, TE (Non-GAAP)		3.44	%		3.41	%		3.48	%		3.50	%		3.62	%


	Three Months Ended															Six Months Ended
(Dollars in thousands, except per share data)	Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Jun. 30,			Jun. 30,			Jun. 30,
RECONCILIATION OF GAAP TO NON-GAAP	2024			2024			2023			2023			2023			2024			2023
Adjusted Net Income (non-GAAP) (2)
Net income (GAAP)	$	132,370		$	115,056		$	106,791		$	124,144		$	123,447		$	247,426		$	263,373
Securities losses (gains), net of tax		—			—			2			—			—			—			(35)
Merger, branch consolidation, severance related and other expense, net of tax (8)		4,430			3,382			1,391			130			1,414			7,812			8,770
FDIC special assessment, net of tax		474			2,888			20,087			—			—			3,362			—
Adjusted net income (non-GAAP)	$	137,274		$	121,326		$	128,271		$	124,274		$	124,861		$	258,600		$	272,108

Adjusted Net Income per Common Share - Basic (2)
Earnings per common share - Basic (GAAP)	$	1.74		$	1.51		$	1.40		$	1.63		$	1.62		$	3.24		$	3.47
Effect to adjust for securities losses (gains), net of tax		—			—			0.00			—			—			—			(0.00)
Effect to adjust for merger, branch consolidation, severance related and other expense, net of tax (8)		0.05			0.04			0.03			0.00			0.02			0.11			0.12
Effect to adjust for FDIC special assessment, net of tax		0.01			0.04			0.26			—			—			0.04			—
Adjusted net income per common share - Basic (non-GAAP)	$	1.80		$	1.59		$	1.69		$	1.63		$	1.64		$	3.39		$	3.58

Adjusted Net Income per Common Share - Diluted (2)
Earnings per common share - Diluted (GAAP)	$	1.73		$	1.50		$	1.39		$	1.62		$	1.62		$	3.23		$	3.45
Effect to adjust for securities losses (gains), net of tax		—			—			0.00			—			—			—			(0.00)
Effect to adjust for merger, branch consolidation, severance related and other expense, net of tax (8)		0.05			0.04			0.02			0.00			0.01			0.10			0.11
Effect to adjust for FDIC special assessment, net of tax		0.01			0.04			0.26			—			—			0.04			—
Adjusted net income per common share - Diluted (non-GAAP)	$	1.79		$	1.58		$	1.67		$	1.62		$	1.63		$	3.37		$	3.56

Adjusted Return on Average Assets (2)
Return on average assets (GAAP)		1.17	%		1.03	%		0.94	%		1.10	%		1.11	%		1.10	%		1.20	%
Effect to adjust for securities losses (gains), net of tax		—	%		—	%		0.00	%		—	%		—	%		—	%		(0.00)	%
Effect to adjust for merger, branch consolidation, severance related and other expense, net of tax (8)		0.05	%		0.02	%		0.01	%		0.00	%		0.01	%		0.04	%		0.04	%
Effect to adjust for FDIC special assessment, net of tax		0.00	%		0.03	%		0.18	%		—	%		—	%		0.01	%		—	%
Adjusted return on average assets (non-GAAP)		1.22	%		1.08	%		1.13	%		1.10	%		1.12	%		1.15	%		1.24	%

Adjusted Return on Average Common Equity (2)
Return on average common equity (GAAP)		9.58	%		8.36	%		7.99	%		9.24	%		9.34	%		8.97	%		10.14	%
Effect to adjust for securities losses (gains), net of tax		—	%		—	%		0.00	%		—	%		—	%		—	%		(0.00)	%
Effect to adjust for merger, branch consolidation, severance related and other expense, net of tax (8)		0.33	%		0.24	%		0.11	%		0.01	%		0.11	%		0.29	%		0.33	%
Effect to adjust for FDIC special assessment, net of tax		0.03	%		0.21	%		1.50	%		—	%		—	%		0.12	%		—	%
Adjusted return on average common equity (non-GAAP)		9.94	%		8.81	%		9.60	%		9.25	%		9.45	%		9.38	%		10.47	%

Return on Average Common Tangible Equity (3)
Return on average common equity (GAAP)		9.58	%		8.36	%		7.99	%		9.24	%		9.34	%		8.97	%		10.14	%
Effect to adjust for intangible assets		5.91	%		5.27	%		5.54	%		6.28	%		6.47	%		5.60	%		7.13	%
Return on average tangible equity (non-GAAP)		15.49	%		13.63	%		13.53	%		15.52	%		15.81	%		14.57	%		17.27	%

Adjusted Return on Average Common Tangible Equity (2) (3)
Return on average common equity (GAAP)		9.58	%		8.36	%		7.99	%		9.24	%		9.34	%		8.97	%		10.14	%
Effect to adjust for securities losses (gains), net of tax		—	%		—	%		0.00	%		—	%		—	%		—	%		(0.00)	%
Effect to adjust for merger, branch consolidation, severance related and other expense, net of tax (8)		0.32	%		0.25	%		0.10	%		0.01	%		0.11	%		0.28	%		0.33	%
Effect to adjust for FDIC special assessment, net of tax		0.03	%		0.21	%		1.50	%		—	%		—	%		0.12	%		—	%
Effect to adjust for intangible assets, net of tax		6.12	%		5.53	%		6.53	%		6.29	%		6.53	%		5.83	%		7.35	%
Adjusted return on average common tangible equity (non-GAAP)		16.05	%		14.35	%		16.12	%		15.54	%		15.98	%		15.20	%		17.82	%

Adjusted Efficiency Ratio (4)
Efficiency ratio		57.03	%		58.48	%		63.43	%		54.00	%		53.59	%		57.75	%		52.48	%
Effect to adjust for merger, branch consolidation, severance related and other expense (8)		(1.36)	%		(1.08)	%		(0.43)	%		(0.04)	%		(0.41)	%		(1.23)	%		(1.25)	%
Effect to adjust for FDIC special assessment		(0.15)	%		(0.93)	%		(6.11)	%		—	%		—	%		(0.53)	%		—	%
Adjusted efficiency ratio		55.52	%		56.47	%		56.89	%		53.96	%		53.18	%		55.99	%		51.23	%

Tangible Book Value Per Common Share (3)
Book value per common share (GAAP)	$	74.16		$	72.82		$	72.78		$	68.81		$	69.61
Effect to adjust for intangible assets		(26.26)			(26.34)			(26.46)			(26.55)			(26.65)
Tangible book value per common share (non-GAAP)	$	47.90		$	46.48		$	46.32		$	42.26		$	42.96

Tangible Equity-to-Tangible Assets (3)
Equity-to-assets (GAAP)		12.42	%		12.29	%		12.32	%		11.63	%		11.77	%
Effect to adjust for intangible assets		(4.03)	%		(4.08)	%		(4.11)	%		(4.15)	%		(4.16)	%
Tangible equity-to-tangible assets (non-GAAP)		8.39	%		8.21	%		8.21	%		7.48	%		7.61	%

Footnotes to tables:

(1)	Includes loan accretion (interest) income related to the discount on acquired loans of $4.4 million, $4.3 million, $3.9 million, $4.1 million, and $5.5 million during the quarters ended June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively, and $8.7 million and $12.9 million during the six months ended June 30, 2024 and 2023, respectively.
(2)	Adjusted earnings, adjusted return on average assets, adjusted EPS, and adjusted return on average equity are non-GAAP measures and exclude the gains or losses on sales of securities, merger, branch consolidation, severance related and other expense, and FDIC special assessments. Management believes that non-GAAP adjusted measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP. Adjusted earnings and the related adjusted return measures (non-GAAP) exclude the following from net income (GAAP) on an after-tax basis: (a) pre-tax merger, branch consolidation, severance related and other expense of $5.8 million, $4.5 million, $1.8 million, $164,000, and $1.8 million for the quarters ended June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively, and $10.3 million and $11.2 million for the six months ended June 30, 2024 and 2023, respectively; (b) pre-tax net securities losses of $(2,000) for the quarters ended December 31, 2023, and $45,000 for the six months ended June 30, 2023; and (c) pre-tax FDIC special assessment of $619,000, $3.9 million and $25.7 million for the quarters ended June 30, 2024, March 31, 2024 and December 31, 2023, respectively, and $4.5 million for the six months ended June 30, 2024.
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(3)	The tangible measures are non-GAAP measures and exclude the effect of period end or average balance of intangible assets. The tangible returns on equity and common equity measures also add back the after-tax amortization of intangibles to GAAP basis net income. Management believes that these non-GAAP tangible measures provide additional useful information, particularly since these measures are widely used by industry analysts for companies with prior merger and acquisition activities. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP. The sections titled "Reconciliation of GAAP to Non-GAAP" provide tables that reconcile GAAP measures to non-GAAP.
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(4)	Adjusted efficiency ratio is calculated by taking the noninterest expense excluding merger, branch consolidation, severance related and other expense, FDIC special assessment and amortization of intangible assets, divided by net interest income and noninterest income excluding securities gains (losses). The pre-tax amortization expenses of intangible assets were $5.7 million, $6.0 million, $6.6 million, $6.6 million, and $7.0 million for the quarters ended June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively, and $11.7 million and $14.3 million for the six months ended June 30, 2024 and 2023, respectively.
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(5)	The dividend payout ratio is calculated by dividing total dividends paid during the period by the total net income for the same period.
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(6)	June 30, 2024 ratios are estimated and may be subject to change pending the final filing of the FR Y-9C; all other periods are presented as filed.
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(7)	Loan data excludes mortgage loans held for sale.
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(8)	Includes pre-tax cyber incident costs of $3.5 million and $4.4 million for the quarters ended June 30, 2024 and March 31, 2024, respectively, and $7.9 million for the six months ended June 30, 2024.
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Cautionary Statement Regarding Forward Looking Statements

Exhibit 99.2

Earnings Call 2Q 2024<br>July 25, 2024
This communication contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions<br>of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address<br>matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.’s (“IBTX”), SouthState Corporation’s (“SouthState”) or the combined company’s possible or assumed future results of operations,<br>including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in<br>IBTX’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, IBTX’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future<br>operations, IBTX’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on IBTX’s, SouthState’s or the combined company’s operations, results of operations and financial<br>condition, IBTX’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the<br>statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will<br>continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the<br>word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that IBTX and SouthState make are based on their current plans,<br>estimates, expectations, ambitions and assumptions regarding IBTX’s, SouthState’s and the combined company’s business, the economy and other future conditions.<br>Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of IBTX and<br>SouthState. IBTX’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future<br>performance. Many possible events or factors could affect IBTX’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the<br>forward-looking statements. In addition to factors previously disclosed in IBTX’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ<br>materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement<br>between IBTX and SouthState providing for the acquisition of IBTX by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against IBTX or SouthState; (3) the possibility that the Transaction does not<br>close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of<br>conditions that could adversely affect the combined company or the expected benefits of the Transaction); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a<br>result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business<br>areas in which IBTX and SouthState operate; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the risk that the integration of each party’s operations will be materially delayed or will be<br>more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (7) the possibility that the Transaction may be more expensive to complete than<br>anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of IBTX’s or SouthState’s customers, suppliers, employees or other business partners, including those resulting from the<br>announcement or completion of the Transaction; (9) the dilution caused by SouthState’s issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState<br>or IBTX; (11) general competitive, economic, political and market conditions; (12) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; (13) the diversion of management’s<br>attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of IBTX and SouthState including changes in asset quality and credit risk, the inability to<br>sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management<br>activities and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.<br>These factors are not necessarily all of the factors that could cause IBTX’s, SouthState’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking<br>statements. Other factors, including unknown or unpredictable factors, also could harm IBTX’s, SouthState’s or the combined company’s results.<br>IBTX and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by IBTX and/or SouthState. As a result of these and other matters, including changes in<br>facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement.<br>Any forward-looking statement made in this communication or made by IBTX or SouthState in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. IBTX and<br>SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a<br>statement of the assumptions or bases underlying the forward-looking statement. IBTX and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, IBTX and SouthState caution<br>you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, IBTX and SouthState<br>caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.<br>If IBTX or SouthState update one or more forward-looking statements, no inference should be drawn that IBTX or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding<br>IBTX, SouthState and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at<br>https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is<br>available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC.<br>CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
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(1) Financial metrics as of June 30, 2024; market cap as of July 23, 2024<br>SouthState Corporation Overview of Franchise (1)<br>(251) $37<br>Billion in deposits<br>$33<br>Billion in loans<br>$45<br>Billion in assets<br>$7.1<br>Billion market cap<br>3<br>Ranked<br>#14<br>by S&P<br>Global<br>17 Greenwich Excellence & Best Brand<br>Awards for Small Business Banking from<br>Coalition Greenwich
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Local Market Leadership<br>Our business model supports the unique character of the communities we serve and<br>encourages decision making by the banker that is closest to the customer.<br>Long-Term Horizon<br>We think and act like owners and measure success over entire economic cycles. We<br>prioritize soundness before short-term profitability and growth.<br>Remarkable Experiences<br>We will make our customers’ lives better by anticipating their needs and<br>responding with a sense of urgency. Each of us has the freedom, authority and<br>responsibility to do the right thing for our customers.<br>Meaningful and Lasting Relationships<br>We communicate with candor and transparency. The relationship is more valuable<br>than the transaction.<br>Greater Purpose<br>We enable our team members to pursue their ultimate purpose in life—their<br>personal faith, their family, their service to community.<br>The WHAT The HOW<br>Guiding Principles Core Values<br>Leadership<br>The WHY To invest in the entrepreneurial spirit, pursue excellence and inspire a greater purpose.<br>4
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17.8%<br>13.7%12.8% 11.9%<br>8.9% 8.3%<br>6.0%<br>FL SC GA NC VA U.S. AL<br>Actual Population Growth<br>2010-2023<br>$2.0B<br>$1.9B<br>$0.9B<br>$0.6B<br>$3.1B<br>$2.0B<br>POSITIONED FOR THE FUTURE IN THE BEST GROWTH MARKETS IN AMERICA<br>5<br>$311<br>$335<br>$733<br>$794<br>$833<br>$1,647<br>AL<br>SC<br>VA<br>NC<br>GA<br>FL<br>GDP by State<br>($ in billions)<br>5.3%<br>4.7%<br>3.9% 3.7%<br>3.0% 3.0% 2.4%<br>FL SC NC GA VA AL U.S.<br>Projected Population Growth<br>2024-2029<br>$3.3<br>$3.7<br>$4.2<br>$4.4<br>$4.7<br>$17.7<br>$27.4<br>UK<br>India<br>Japan<br>Germany<br>SSB Footprint<br>China<br>US<br>GDP<br>($ in trillions)<br>The combined GDP of<br>SouthState’s 6 state branch<br>footprint would represent the<br>world’s third largest economy.<br>1.2 0.3 0.4 0.4 0.3 0.2 8.1<br>Population<br>increase<br>(in millions)<br>For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>Population<br>increase<br>(in millions) 3.3 0.6 1.2 1.1 0.7 25.8 0.3<br>$10.8B<br>$11.8B<br>$7.7B<br>$11.0B<br>$6.5B<br>$6.1B<br>Loans<br>Deposits
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Top 10 States Net<br>Income Migration (2022)<br>1. Florida $36.0B<br>2. Texas $10.1B<br>3. South Carolina $4.8B<br>4. Tennessee $4.7B<br>5. North Carolina $4.6B<br>6. Arizona $3.7B<br>7. Nevada $3.1B<br>8. Idaho $1.7B<br>9. Colorado $1.5B<br>10. Utah $1.1B<br>Top 10 States<br>Net Domestic Migration<br>1. Florida 818,762<br>2. Texas 656,220<br>3. North Carolina 310,189<br>4. South Carolina 248,055<br>5. Arizona 218,247<br>6. Tennessee 207,097<br>7. Georgia 185,752<br>8. Idaho 104,313<br>9. Alabama 96,538<br>10. Oklahoma 80,064<br>Source: U.S. Census Bureau (Net Domestic Migration); IRS Adjusted Gross Income Data for 2022 (Domestic).<br>* States/markets reflective of the pending acquisition of Independent Bank Group, Inc.<br>PANDEMIC ACCELERATES POPULATION AND INCOME MIGRATION<br>TO THE SOUTH<br>6<br><br><br>*
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INVESTMENT THESIS<br>7<br>• High growth markets<br>• Granular, low-cost core deposit base<br>• Diversified revenue streams<br>• Strong credit quality and disciplined underwriting<br>• Energetic and experienced management team with entrepreneurial ownership<br>culture<br>• True alternative to the largest banks with capital markets platform and upgraded<br>technology solutions
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Quarterly Results
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HIGHLIGHTS	LINKED QUARTER<br>Dollars in millions, except per share data<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 9<br>1Q24 2Q24<br>GAAP<br>Net Income $ 115.1 $ 132.4<br>EPS (Diluted) $ 1.50 $ 1.73<br>Return on Average Assets 1.03 % 1.17 %<br>Non-GAAP(1)<br>Return on Average Tangible Common Equity 13.6 % 15.5 %<br>Non-GAAP, Adjusted(1)<br>Net Income $ 121.3 $ 137.2<br>EPS (Diluted) $ 1.58 $ 1.79<br>Return on Average Assets 1.08 % 1.22 %<br>Return on Average Tangible Common Equity 14.4 % 16.1 %
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QUARTERLY HIGHLIGHTS	2Q 2024<br>(1)~(3) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 10<br>• Reported Diluted Earnings per Share (“EPS”) of $1.73; adjusted Diluted EPS (non-GAAP)(1) of $1.79<br>• Pre-Provision Net Revenue (“PPNR”)(non-GAAP)(2) of $183.1 million, or 1.62% PPNR ROAA (non-GAAP)(2)<br>• PPNR per weighted average diluted share (non-GAAP)(2) of $2.39<br>• Loans increased $567 million, or 7% annualized<br>• Deposits decreased $80 million, or 1% annualized<br>• Total loan yield of 5.82%, up 0.09% from prior quarter, resulting in a 39% cycle-to-date beta<br>• Total deposit cost of 1.80%, up 0.06% from prior quarter, resulting in a 34% cycle-to-date beta<br>• Net interest margin, non-tax equivalent of 3.43% and tax equivalent (non-GAAP)(3) of 3.44%<br>• Net charge-offs of $4.2 million, or 0.05% annualized; Provision for Credit Losses (“PCL”), including release for<br>unfunded commitments, of $3.9 million; total allowance for credit losses (“ACL”) plus reserve for unfunded<br>commitments of 1.57%<br>• Efficiency ratio of 57% and adjusted efficiency ratio (non-GAAP)(1) of 56%<br>• Announced acquisition of Independent Bank Group, Inc. on May 20, 2024
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$361.7 $355.4 $354.2 $343.9 $350.3<br>3.62%<br>3.50% 3.48%<br>3.41% 3.44%<br>2.4%<br>2.8%<br>3.2%<br>3.6%<br>4.0%<br>4.4%<br> $100<br> $150<br> $200<br> $250<br> $300<br> $350<br> $400<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Net Interest Income Net Interest Margin, TE (1)<br>NET INTEREST MARGIN (1)<br>Dollars in millions; Amounts may not total due to rounding.<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 11
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LOAN PRODUCTION VS LOAN GROWTH<br>$1,256<br>$1,791 $1,933 $2,079<br>$1,699<br>$1,470 $1,535<br>$1,879 $1,834<br>$2,355<br>$2,636<br>$3,129<br>$2,582<br>$3,863<br>$3,372 $3,305<br>$2,181<br>$2,369<br>$1,459<br>$1,233 $1,352<br>$2,049<br>$180 $82 $267 $153 $180<br>$(372)$(277)$(155)$(185)<br>$169 $573 $396 $381<br>$1,451<br>$933<br>$1,347<br>$519<br>$841<br>$480 $372 $279 $568<br> $(500)<br>$—<br> $500<br> $1,000<br> $1,500<br> $2,000<br> $2,500<br> $3,000<br> $3,500<br> $4,000<br>1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Loan Production Loan Portfolio Growth<br>Dollars in millions<br>(1)~(4) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 12<br>(2)<br>(4) (4) (4) (4) (4) (4)<br>(3) (3)<br>(1)<br>(1)<br>(1)<br>(1)
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Balance Sheet
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2Q23 3Q23 4Q23 1Q24 2Q24<br>DDA / Total Deposits 31% 30% 29% 28% 28%<br>LOAN AND DEPOSIT TRENDS<br>$31.5 $32.0 $32.4 $32.7 $33.2<br> $-<br> $0.2B<br> $0.4B<br> $0.6B<br> $0.8B<br> $1.0B<br> $1.2B<br>$—<br> $6<br> $12<br> $18<br> $24<br> $30<br> $36<br> $42<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in billions<br>Loans (1)<br>Dollars in billions<br>Amounts may not total due to rounding.<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 14<br>$11.5 $11.2 $10.6 $10.5 $10.4<br>$8.2 $7.8 $8.0 $7.9 $7.5<br>$12.6 $13.5 $14.2 $14.5 $14.6<br>$4.4 $4.5 $4.2 $4.3 $4.6<br>$36.7B $36.9B $37.0B $37.2B $37.1B<br>$—<br> $6<br> $12<br> $18<br> $24<br> $30<br> $36<br> $42<br>Deposits<br>Noninterest-bearing Checking ("DDA") Interest-bearing Checking<br>MMA & Savings Time Deposits<br>Total<br>Deposits
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Investor CRE (2)<br>29%<br>Consumer<br>RE<br>25%<br>Owner-Occupied<br>CRE<br>17%<br>C&I<br>17%<br>CDL (1)<br>8%<br>Cons / Other<br>4%<br>TOTAL LOAN PORTFOLIO<br>15<br>Data as of June 30, 2024<br>Loan portfolio balances, average balances or percentage exclude loans held for sale<br>(1)~(3) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>Loan Type<br>No. of<br>Loans Balance<br>Avg. Loan<br>Balance<br>Investor CRE 7,947 $ 9.7B $ 1,224,600<br>Consumer RE 45,512 8.4B 185,500<br>Owner-Occupied CRE 7,677 5.5B 719,500<br>C & I 19,488 5.8B 296,000<br>Constr., Dev. & Land 3,018 2.6B 858,900<br>Cons / Other(3) 54,236 1.0B 19,100<br>Total(3) 137,878 $ 33.1B $ 240,000<br>Loan Relationships<br>Top 10 Represents ~ 2% of total loans<br>Top 20 Represents ~ 4% of total loans<br>Loans by Type<br>Total Loans<br>$33.2 Billion<br>• SNC loans represent approximately 2% of total outstanding<br>loans at June 30, 2024
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42%<br>30%<br>28%<br>Checking Accounts<br>Composition<br>Commercial<br>Small Business<br>Retail<br>Noninterest-bearing<br>Checking<br>$10.4B<br>Interest-bearing<br>Checking<br>$7.5B<br>Savings<br>$2.5B<br>Money<br>Market<br>$12.1B<br>Time<br>Deposits<br>$4.6B<br>Data as of June 30, 2024<br>Dollars in billions except for average checking balances; Amounts may not total due to rounding.<br>† & (1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>48% 44%<br>40%<br>39%<br>12% 17%<br>0%<br>20%<br>40%<br>60%<br>80%<br>100%<br>SSB Peer Average (1)<br>Deposit Mix vs. Peers<br>Checking Accounts MM & Savings Time Deposits<br>PREMIUM CORE † DEPOSIT FRANCHISE<br>16<br>Total Deposits<br>$37.1 Billion<br>Deposits by Type<br>Checking Type Avg. Checking Balance<br>Commercial $290,300<br>Small Business $40,200<br>Retail $9,000<br>Total Cost of Deposits 2Q24<br>SSB 180 bps<br>Peer Average(1) 242 bps
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REMAIN WELL - POSITIONED DURING CURRENT CYCLE –<br>PREVIOUS AND CURRENT RISING INTEREST RATE CYCLE<br>Historic deposit beta excludes legacy ACBI. 17<br>0.11%<br>0.75%<br>2.17%<br>3.64%<br>4.50%<br>4.98%<br>5.25% 5.31% 5.31% 5.31%<br>0.05%0.05% 0.08% 0.21%<br>0.63%<br>1.11%<br>1.44%<br>1.60% 1.74% 1.80%<br>—%<br> 1.0%<br> 2.0%<br> 3.0%<br> 4.0%<br> 5.0%<br> 6.0%<br>1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24<br>0.16%<br>0.37% 0.37% 0.40% 0.45%<br>0.70%<br>0.95%<br>1.16% 1.20%<br>1.45%<br>1.74%<br>1.92%<br>2.22%<br>2.40% 2.40%<br>0.12% 0.12% 0.11% 0.11% 0.12% 0.13% 0.15% 0.17% 0.19% 0.25% 0.34% 0.44% 0.52% 0.56% 0.64%<br>—%<br> 1.0%<br> 2.0%<br> 3.0%<br> 4.0%<br> 5.0%<br> 6.0%<br>4Q15<br>1Q16<br>2Q16<br>3Q16<br>4Q16<br>1Q17<br>2Q17<br>3Q17<br>4Q17<br>1Q18<br>2Q18<br>3Q18<br>4Q18<br>1Q19<br>2Q19<br>24% deposit<br>beta in<br>previous<br>cycle<br>Average Fed Funds Rate Cost of Deposits<br>34% deposit<br>beta in<br>current cycle<br>to date
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Credit
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LOAN PORTFOLIO – OFFICE EXPOSURE<br>19<br>State<br>• Office represents 4% of the loan portfolio<br>• Average loan size only $1.4 million<br>• 95% located in the SouthState footprint<br>• Approximately 10% is located within the Central Business District(1)<br>• 81% of the portfolio is less than 150K square feet(1)<br>• 81% mature in 2026 or later<br>• 58% weighted average Loan to Value(2)<br>• 1.47x weighted average Debt Service Coverage(2)<br>Granular and Diversified Office Portfolio<br>(1)&(2) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>Greenville<br>Miami/Ft. Lauderdale<br>Jacksonville<br>Tampa<br>Charleston Atlanta<br>MSA<br>FL<br>43%<br>SC<br>21%<br>GA<br>18%<br>VA<br>6%<br>NC<br>5%<br>OTHER<br>5%<br>AL<br>2%
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(1) Yellow dot size represents outstanding loan exposure.<br>20<br>FRB KANSAS CITY EXPECTED OFFICE DEFAULT RATE STUDY –<br>SSB GRANULAR OFFICE PORTFOLIO SHOWS MEANINGFULLY LOWER EXPECTED DEFAULT RATES<br>Federal Reserve Bank of Kansas City:<br>Expected Default Rates on Office<br>Properties Increased With Property Size SouthState’s Office Portfolio by Property Size(1)<br>• 50% of the portfolio is less than 50K square feet<br>• 11% of the portfolio is greater than 200K square feet<br>0<br>5<br>10<br>15<br>20<br>25<br>0 50 100 150 200 250 300 350 400 450 500<br>K.C. FRB Default Probability %<br>Office space, thousands of square feet<br>< >
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LOAN PORTFOLIO – NON OWNER - OCCUPIED COMMERCIAL REAL ESTATE (1)<br>Balance and average loan size in millions<br>(1)~(3) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 21<br>Loan Type Balance Avg Loan Size<br>Wtd Avg<br>DSC(2)<br>Wtd Avg<br>LTV(2) AL% FL% GA% NC% SC% VA%<br>OTHER<br>%<br>Non-Accrual<br>%(3)<br>Substandard<br>& Accruing<br>%(3)<br>Special<br>Mention<br>%(3)<br>Retail $2,116 $1.7 1.76 53% 2% 55% 15% 7% 12% 3% 7% —% 0.58% 0.40%<br>Warehouse / Industrial 1,324 1.8 1.67 58% 9% 35% 19% 7% 14% 8% 7% —% 3.06% 2.24%<br>Office 1,276 1.4 1.47 58% 2% 43% 18% 5% 21% 6% 5% 1.42% 8.24% 4.73%<br>Multifamily 1,156 2.7 1.46 52% 5% 24% 38% 9% 20% 1% 3% 0.02% 9.36% 1.80%<br>Hotel 954 4.7 2.07 56% 5% 18% 8% 14% 41% 10% 4% 0.01% 6.11% 0.01%<br>Medical 620 1.9 1.68 57% 0% 53% 12% 9% 11% 7% 8% —% 1.38% 0.84%<br>Other 509 1.2 1.56 57% 1% 32% 27% 7% 23% 5% 4% 0.03% 1.22% 9.60%<br>Self Storage 460 3.6 1.51 56% 6% 40% 25% 4% 17% —% 8% —% 10.35% 1.04%
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LOAN PORTFOLIO – COMMERCIAL REAL ESTATE MATURITIES BY YEAR (1)<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 22<br>$0.7 $1.3 $1.9 $1.7 $1.6<br>$8.1<br>4%<br>8%<br>13% 11% 10%<br>53%<br>0%<br>10%<br>20%<br>30%<br>40%<br>50%<br>$—<br> $1.0<br> $2.0<br> $3.0<br> $4.0<br> $5.0<br> $6.0<br> $7.0<br> $8.0<br> $9.0<br>2024 2025 2026 2027 2028 2029 & Beyond<br>$ in billions<br>87% of CRE loans mature in 2026 or later
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0.54% 0.52% 0.57% 0.53%<br>0.60%<br>—%<br> 0.25%<br> 0.50%<br> 0.75%<br> 1.00%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Nonperforming Assets to Loans & OREO<br>0.71% 0.63% 0.58%<br>0.86% 0.91%<br>1.15% 1.31%<br>1.97% 2.20% 2.36%<br>—%<br> 1.00%<br> 2.00%<br> 3.00%<br> 4.00%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Criticized & Classified Asset Trends<br>Special Mention / Assets Substandard / Assets<br>ASSET QUALITY METRICS<br>Dollars in millions 23<br>0.04%<br>0.16%<br>0.09%<br>0.03%<br>0.05%<br> (0.05)%<br> 0.05%<br> 0.15%<br> 0.25%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Net Charge-Offs to Loans<br>• $202 million in provision for credit losses vs.<br>$31 million in net charge-offs trailing eight<br>quarters<br>• Increased ACL plus reserve for unfunded<br>commitments by 31 bp to 1.57% from 2Q22 to<br>2Q24
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Dollars in millions<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>LOSS ABSORPTION CAPACITY TREND<br>24<br>$19.3<br>$23.9<br>$47.1<br>$33.1<br>$38.4<br>$32.7<br>$9.9<br>$12.7<br>$3.9 $2.3<br>$(1.3)<br>$0.9 $1.0<br>$3.3<br>$13.2<br>$7.3<br>$2.7 $4.2<br> $(10)<br> $-<br> $10<br> $20<br> $30<br> $40<br> $50<br>2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Provision for Credit Losses & Net Charge-Offs (Recoveries)<br>Provision for Credit Losses Net Charge-Offs (Recoveries)<br>$320 $324 $356 $371<br>$427 $448 $457 $470 $472<br>$33 $53<br>$67<br>$85<br>$63<br>$62 $56 $53 $50<br>1.26%<br>1.31%<br>1.40%<br>1.48%<br>1.56% 1.59% 1.58% 1.60% 1.57%<br> 1.00%<br> 1.40%<br> 1.80%<br> 2.20%<br> $150<br> $200<br> $250<br> $300<br> $350<br> $400<br> $450<br> $500<br> $550<br>2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Total ACL(1) plus Reserve for Unfunded Commitments<br>Total ACL Reserve for Unfunded Commitments % of Total Loans
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Capital
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CAPITAL RATIOS<br>1Q24 2Q24(2)<br>Tangible Common Equity(1) 8.2 % 8.4 %<br>Tier 1 Leverage 9.6 % 9.7 %<br>Tier 1 Common Equity 11.9 % 12.1 %<br>Tier 1 Risk-Based Capital 11.9 % 12.1 %<br>Total Risk-Based Capital 14.4 % 14.4 %<br>Bank CRE Concentration Ratio 235 % 231 %<br>Bank CDL Concentration Ratio 49 % 51 %<br>(1)&(2) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 26
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Appendix
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37%<br>61%<br>2%<br>Municipal Bond Rating<br>AAA<br>AA<br>A<br>Dollars in billions, unless otherwise noted; data as of June 30, 2024<br>Amounts may not total due to rounding.<br>† , (1)~(4) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>2.35% 2.36% 2.45% 2.44% 2.48%<br>1.00%<br>1.30%<br>1.60%<br>1.90%<br>2.20%<br>2.50%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Investment Securities Yield(2)<br>HIGH QUALITY INVESTMENT PORTFOLIO<br>75%<br>11%<br>14%<br>0.4%<br>Investment Portfolio† Composition<br>Agency MBS(1)<br>Treasury, Agency & SBA<br>Municipal<br>Corporates<br>Type<br>AFS HTM<br>Balance Duration<br>(yrs)(3,4) Balance Duration<br>(yrs)(4)<br>Agency MBS(1) $2.9B 5.0 $2.1B 5.6<br>Municipal $1.0B 10.5 — —<br>Treasury, Agency & SBA $0.6B 3.5 $0.2B 6.3<br>Corporates $0.03B 1.9 — —<br>Total $4.5B 6.0 $2.3B 5.7<br>28<br>Total Investment<br>Portfolio†<br>$6.8 Billion<br>• ~98% of municipal portfolio is AA or higher rated<br>• ~$329 million in documented ESG investments and ~$162 million<br>CRA eligible investments(4)
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CURRENT & HISTORICAL 5 - QTR PERFORMANCE (1)<br>82%<br>83% 84% 83% 82%<br>18% 17% 16% 17% 18%<br>$440M $429M $420M $416M $426M<br>4.45%<br>2.5%<br>3.0%<br>3.5%<br>4.0%<br>4.5%<br>5.0%<br>0%<br>20%<br>40%<br>60%<br>80%<br>100%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Revenue Composition<br>NIM, TE / Revenue Noninterest Income / Revenue Avg. 10-year UST<br>Total<br>Revenue<br>Dollars in millions<br>(1)&(2) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>$77<br>$73<br>$65<br>$72<br>$75<br>0.69%<br>0.64%<br>0.58%<br>0.64% 0.67%<br>0.5%<br>0.6%<br>0.7%<br>0.8%<br>0.9%<br>1.0%<br>$—<br> $20<br> $40<br> $60<br> $80<br> $100<br> $120<br> $140<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Noninterest Income<br>Noninterest Income Noninterest Income / Avg. Assets<br>$362 $356 $355 $344 $350<br>3.62% 3.50% 3.48% 3.41% 3.44%<br>2.0%<br>2.5%<br>3.0%<br>3.5%<br>4.0%<br> $200<br> $300<br> $400<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Net Interest Margin (“NIM”, TE)<br>NIM, TE ($) NIM, TE (%)<br>54% 54% 53% 54% 63% 57% 58% 56% 57% 56%<br>—%<br> 15%<br> 30%<br> 45%<br> 60%<br> 75%<br> 90%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Efficiency Ratio<br>Efficiency Ratio Adjusted Efficiency Ratio<br>29<br>(2)
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QTD Production ($mm) $696 $429 $552<br>Refinance 4% 6% 4%<br>Purchase 96% 94% 96%<br>41%<br>59%<br>2Q24<br>MORTGAGE BANKING DIVISION<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45. 30<br>Highlights Quarterly Mortgage Production<br>Gain on Sale Margin<br>• Mortgage banking income of $5.9 million in 2Q 2024<br>compared to $6.2 million in 1Q 2024<br>• Secondary pipeline of $122 million at 2Q 2024, as<br>compared to $118 million at 1Q 2024<br>2.00% 1.84%<br>1.59%<br>2.10%<br>2.39%<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>Mortgage Banking Income ($mm)<br>62%<br>38%<br>2Q23 Portfolio<br>Secondary<br>47%<br>53%<br>1Q24<br>2Q23 1Q24 2Q24<br>Secondary Market<br>Gain on Sale, net $ 2,667 $ 2,465 $ 3,457<br>Fair Value Change(1) 192 1,188 1,347<br> Total Secondary Market Mortgage Income $ 2,859 $ 3,653 $ 4,804<br>MSR<br>Servicing Fee Income $ 4,166 $ 4,154 $ 4,267<br>Fair Value Change / Decay (2,671) (1,638) (3,159)<br> Total MSR-Related Income $ 1,495 $ 2,516 $ 1,108<br>Total Mortgage Banking Income $ 4,354 $ 6,169 $ 5,912
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$(8.5) $(11.9) $(12.7) $(10.3) $(11.4)<br>$27.7<br>$24.8<br>$16.1 $14.6 $16.3<br>($10.0)<br>($5.0)<br>$0.0<br>$5.0<br>$10.0<br>$15.0<br>$20.0<br>$25.0<br>$30.0<br>$35.0<br> $(15)<br> $(10)<br> $(5)<br>$—<br> $5<br> $10<br> $15<br> $20<br> $25<br> $30<br> $35<br>2Q23 3Q23 4Q23 1Q24 2Q24<br>$ in millions<br>Correspondent Revenue Breakout<br>ARC Revenues, gross Interest on VM FI Revenues Operational Revenues Total Revenues, gross<br>• Provides capital markets hedging (ARC), fixed income sales, international, clearing and<br>other services to over 1,200 financial institutions across the country<br>CORRESPONDENT BANKING DIVISION<br>31<br>1,237 Financial Institution Clients<br>(1) For end note descriptions, see Earnings Presentation End Notes starting on slide 45.<br>Correspondent banking and capital<br>markets income, gross $ 27,734 $ 24,808 $ 16,081 $ 14,591 $ 16,267<br>Interest on centrally-cleared Variation<br>Margin ("VM")(1) (8,547) (11,892) (12,677) (10,280) (11,407)<br> Total Correspondent Banking and<br>Capital Markets Income $ 19,187 $ 12,916 $ 3,404 $ 4,311 $ 4,860
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BRANCH OPTIMIZATION<br>85 Branches<br>Average Size $40M<br>422 Branches<br>Acquired Plus<br>12 DeNovo<br>Branches<br>268 Branches<br>Consolidated or<br>Sold<br>251 Branches<br>Average Size<br>$148M<br>Increased deposits per branch 3.7x from 2009 to 2Q24<br>85 434 268 251<br>2009 …..……………..………..……....…………………………….. 2Q 2024<br>32
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SouthState Acquisition of<br>Independent Bank Group
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GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER.<br>CREATING THE SOUTH’S LEADING REGIONAL BANK<br>34<br>Enhanced Scale Through Partnership(1)<br>Powerful Operating Leverage(4)<br>343<br>Branch<br>Locations<br>#5<br>Largest Regional<br>Bank in the<br>South(3)<br>Dominant Southern Franchise<br>Presence in<br>12 of 15<br>Fastest Growing<br>U.S. MSAs(2)<br>Projected Population Growth<br>Top 20% of U.S. MSAs<br>highlighted in blue<br>Pro Forma Branch Footprint<br>$65B<br>Assets<br>$48B<br>Loans<br>$55B<br>Deposits<br>1.3%<br>ROAA<br>18.0%<br>ROATCE<br>49%<br>Efficiency<br>(1) Projected balances at merger close.<br>(2) Includes MSAs with greater than 1 million in total population.<br>(3) Excludes Bank of America, Capital One Financial, and Truist Financial.<br>(4) 2025 consensus estimates with cost savings fully phased in.<br>SSB (251)<br>IBTX (92)<br>Virginia<br>North Carolina<br>South Carolina<br>Georgia<br>Florida<br>Alabama<br>Mississippi<br>Louisiana<br>Arkansas<br>Tennessee<br>Oklahoma<br>Texas<br>Colorado
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GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER.<br>North Texas 39<br>Branches<br>Colorado Front Range<br>31 Branches<br>Central Texas 8<br>Branches<br>Greater Houston<br>13 Branches<br>POSITIONED FOR THE FUTURE IN THE BEST U.S. GROWTH MARKETS<br>35<br>$4.5 $2.8<br>$1.9<br>$2.4<br>$6.5<br>$1.5<br>$1.7<br>$1.1<br>$1.1<br>$1.0<br>$7.4<br>$1.1<br>$1.5<br>$1.1<br>$1.7<br>Pro Forma Deposit Footprint<br>$1.8<br>I-4 Corridor<br>Colorado Denver<br>Texas<br>Louisiana<br>Mississippi<br>Alabama<br>Tennessee<br>Georgia<br>Florida<br>South Carolina<br>Virginia<br>Dallas<br>San Antonio<br>Houston<br>Richmond<br>Charlotte<br>Raleigh<br>Greenville<br>Myrtle Beach<br>Charleston<br>Augusta<br>Atlanta<br>Jacksonville<br>Gainesville<br>Pensacola<br>Tampa<br>Sarasota<br>Miami<br>Huntsville<br>Birmingham<br>North Carolina<br>Austin<br>Fort Collins<br>Colorado<br>Springs<br>Source: S&P Global, Company filings.<br>Note 1: Deposit data as of 6/30/2023; Dollars in billions; Map includes all MSAs with more than $1B in deposits; Alabama and Virginia<br>reflect aggregate state deposit balance.<br>Note 2: I-4 Corridor includes Orlando, Daytona Beach, Tampa and Lakeland MSAs; Atlanta includes Atlanta-Sandy Springs-Alpharetta,<br>Gainesville, and Athens-Clarke County MSAs.<br>$0.5<br>Fort Lauderdale<br>Columbia<br>Orlando<br>Savannah<br>Mobile<br>Pro Forma<br>Deposits by State<br>Florida 27%<br>Texas 22%<br>South Carolina 20%<br>Georgia 16%<br>Colorado 7%<br>North Carolina 4%<br>Alabama 4%<br>Virginia 1%<br>Oklahoma<br>Arkansas<br>Wilmington
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GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. 36<br>FINANCIAL IMPACT<br>27.3%<br>2025 EPS<br>Accretion(2)<br>9.6%<br>TBV Dilution<br>2.0 years<br>TBV Earnback<br>GAAP<br>Excluding<br>Rate Marks/CDI<br>Excluding<br>Rates/CDI/CECL(1)<br>20.4%<br>2025 EPS<br>Accretion(2)<br>2.0%<br>TBV Dilution<br>0.9 years<br>TBV Earnback<br>16.5%<br>2025 EPS<br>Accretion(2)<br>0.4%<br>TBV Dilution<br>0.3 years<br>TBV Earnback<br>Strong Capital and Liquidity<br>Enhanced Profitability<br>Earnings and TBV Impact<br>10.4%<br>CET1<br>Ratio<br>12.8%<br>Total Risk-Based<br>Capital Ratio<br>89%<br>Loan-to-Deposit<br>Ratio<br>1.34%<br>2025<br>ROAA(2)<br>18.0%<br>2025<br>ROATCE(2)<br>49.3%<br>2025<br>Efficiency Ratio(2)<br>(1) Eliminates double count related to CECL.<br>(2) For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings are fully phased-in and excludes one-time<br>deal costs.
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GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER.<br>Source: FactSet. Consensus estimates as of 5/10/2024.<br>Note 1: Gray bars in each graph represent the performance of the peers disclosed in SSB’s 2024 proxy, excluding acquired banks.<br>Note 2: Median does not include SSB, IBTX, or the Pro Forma franchise.<br>(1) For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings fully phased-in and excludes one-time deal costs.<br>PRO FORMA PERFORMANCE VS. PEERS<br>37<br>1.53 1.45 1.35 1.34 1.26 1.23 1.18 1.14 1.12 1.11 1.08 1.05 1.05 1.04 1.01 1.00 0.99<br>0.82 0.82 0.81 0.80 0.77 0.64<br>0.34<br>36.3<br>44.6 46.4 49.3 52.4 52.8 53.4 54.1 55.8 56.5 56.7 56.8 57.5 58.3 58.7 59.0 59.0 59.5 60.1 62.0 64.4 64.8 65.4<br>76.6<br>2025E Efficiency Ratio (%)<br>2025E ROATCE (%)<br>2025E ROAA (%)<br>Peer<br>Median<br>Pro<br>Forma(1)<br>18.0 17.5 16.2 15.9 15.9 15.1 14.5 14.4 14.0 13.9 13.7 13.7 13.6 12.9 12.8 12.8 12.6 12.4 12.1 11.6 11.5 11.0<br>8.4<br>5.6<br>Peer<br>Median<br>Pro<br>Forma(1)<br>Peer<br>Median<br>Pro<br>Forma(1)<br>Benefit to SouthState<br>+22<br>bps<br>+440<br>bps<br>-720<br>bps
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NON - GAAP RECONCILIATIONS – RETURN ON AVG. TANGIBLE<br>COMMON EQUITY & PPNR RETURN ON AVG. ASSETS<br>Dollars in thousands<br>The tangible measures are non-GAAP measures and exclude the effect of period end or average balance of intangible assets; the tangible returns on equity and common equity measures also add back the after-tax<br>amortization of intangibles to GAAP basis net income.<br>38<br>Return on Average Tangible Equity<br>1Q24 2Q24<br>Net income (GAAP) $ 115,056 $ 132,370<br>Plus:<br>Amortization of intangibles 5,998 5,744<br>Effective tax rate 25 % 23 %<br>Amortization of intangibles, net of tax 4,495 4,399<br>Net income plus after-tax amortization of intangibles (non-GAAP) $ 119,551 $ 136,769<br>Average shareholders' common equity $ 5,536,551 $ 5,554,470<br>Less:<br>Average intangible assets 2,009,649 2,003,930<br>Average tangible common equity $ 3,526,902 $ 3,550,540<br> Return on Average Tangible Common Equity (Non-GAAP) 13.6% 15.5%<br>PPNR Return on Average Assets<br>1Q24 2Q24<br>PPNR, Adjusted (Non-GAAP) $ 174,571 $ 183,141<br>Average assets 45,011,163 45,427,734<br>PPNR ROAA 1.56% 1.62%
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NON - GAAP RECONCILIATIONS – ADJUSTED NET INCOME & ADJUSTED<br>EARNINGS PER SHARE (“EPS”)<br>Dollars in thousands, except for per share data<br>(1) Includes pre-tax cyber incident costs of $3.5 million and $4.4 million for the quarters ended June 30, 2024 and March 31, 2024, respectively.<br>39<br>Adjusted Net Income<br>1Q24 2Q24<br>Net income (GAAP) $ 115,056 $ 132,370<br>Plus:<br>Merger, branch consolidation, severance related and other expense, net of tax (1) 3,382 4,430<br>FDIC special assessment, net of tax 2,888 474<br>Adjusted Net Income (Non-GAAP) $ 121,326 $ 137,274<br>Adjusted EPS<br>1Q24 2Q24<br>Diluted weighted-average common shares 76,660 76,607<br>Adjusted net income (non-GAAP) $ 121,326 $ 137,274<br>Adjusted EPS, Diluted (Non-GAAP) $ 1.58 $ 1.79
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NON - GAAP RECONCILIATIONS – ADJUSTED RETURN ON AVG. ASSETS<br>& AVG. TANGIBLE COMMON EQUITY<br>Dollars in thousands<br>The tangible measures are non-GAAP measures and exclude the effect of period end or average balance of intangible assets; the tangible returns on equity and common equity measures also add back the after-tax<br>amortization of intangibles to GAAP basis net income.<br>40<br>Dollars in thousands, except for per share data<br>Adjusted Return on Average Assets<br>1Q24 2Q24<br>Adjusted net income (non-GAAP) $ 121,326 $ 137,274<br>Total average assets 45,011,163 45,427,734<br>Adjusted Return on Average Assets (Non-GAAP) 1.08% 1.22%<br>Adjusted Return on Average Tangible Common Equity<br>1Q24 2Q24<br>Adjusted net income (non-GAAP) $ 121,326 $ 137,274<br>Plus:<br>Amortization of intangibles, net of tax 4,495 4,399<br>Adjusted net income plus after-tax amortization of intangibles (non-GAAP) $ 125,821 $ 141,673<br>Average tangible common equity $ 3,526,902 $ 3,550,540<br>Adjusted Return on Average Tangible Common Equity (Non-GAAP) 14.35% 16.05%
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NON - GAAP RECONCILIATIONS – NET INTEREST MARGIN & CORE NET<br>INTEREST INCOME (EXCLD. FMV & PPP ACCRETION)<br>Dollars in thousands<br>41<br>Dollars in thousands, except for per share data<br>Net Interest Margin - Tax Equivalent (Non-GAAP)<br>1Q23 2Q23 3Q23 1Q24 2Q24<br>Net interest income (GAAP) $ 361,743 $ 355,371 $ 354,231 $ 343,936 $ 350,259<br>Tax equivalent adjustments 698 646 659 528 631<br>Net interest income (tax equivalent) (Non-GAAP) $ 362,441 $ 356,017 $ 354,890 $ 344,464 $ 350,890<br>Average interest earning assets $ 40,127,836 $ 40,376,380 $ 40,465,377 $ 40,657,176 $ 41,011,662<br>Net Interest Margin - Tax Equivalent (Non-GAAP) 3.62% 3.50% 3.48% 3.41% 3.44%<br>Core Net Interest Margin excluding FMV Accretion (Non-GAAP)<br>1Q23 2Q23 3Q23 1Q24 2Q24<br>Net interest income (GAAP) $ 361,743 $ 355,371 $ 354,231 $ 343,936 $ 350,259<br>Less:<br>Total accretion on acquired loans 5,481 4,053 3,870 4,287 4,386<br>Core Net Interest Margin excluding FMV Accretion (Non-GAAP) $ 356,262 $ 351,318 $ 350,361 $ 339,649 $ 345,873
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NON - GAAP RECONCILIATIONS – PPNR, ADJUSTED, PPNR/WEIGHTED AVG.<br>CS & CORRESPONDENT & CAPITAL MARKETS INCOME (UNAUDITED)<br>Dollars and weighted average commons share outstanding in thousands except per share data<br>(1) Includes pre-tax cyber incident costs of $3.5 million and $4.4 million for the quarters ended June 30, 2024 and March 31, 2024, respectively.<br>42<br>1Q23 2Q23 3Q23 1Q24 2Q24<br>SSB SSB SSB SSB SSB<br>Net interest income (GAAP) $ 361,743 $ 355,371 $ 354,231 $ 343,936 $ 350,259<br>Plus:<br>Noninterest income 77,214 72,848 65,489 71,558 75,225<br>Less:<br>Gains (losses) on sales of securities — — (2) — —<br>Total revenue, adjusted (non-GAAP) $ 438,957 $ 428,219 $ 419,722 $ 415,494 $ 425,484<br>Less:<br>Noninterest expense 242,626 238,206 273,243 249,290 248,747<br>PPNR (Non-GAAP) $ 196,331 $ 190,013 $ 146,479 $ 166,204 $ 176,737<br>Plus:<br>Merger, branch consolidation, severance related and other expense (1) 1,808 164 1,778 4,513 5,785<br>FDIC Special Assessment — — 25,691 3,854 619<br>Total adjustments $ 1,808 $ 164 $ 27,469 $ 8,367 $ 6,404<br>PPNR, Adjusted (Non-GAAP) $ 198,139 $ 190,177 $ 173,948 $ 174,571 $ 183,141<br>Weighted average common shares outstanding, diluted 76,418 76,571 76,634 76,660 76,607<br>PPNR, Adjusted per Weighted Avg. Common Shares Outstanding, Diluted (Non-GAAP) $ 2.59 $ 2.48 $ 2.27 $ 2.28 $ 2.39<br>Correspondent & Capital Markets Income<br>1Q23 2Q23 3Q23 1Q24 2Q24<br>SSB SSB SSB SSB SSB<br>ARC revenues $ 11,126 $ 4,546 $ (6,058) $ (4,531) $ (2,867)<br>FI revenues 5,055 5,692 6,447 5,999 5,746<br>Operational revenues 3,006 2,678 3,015 2,843 1,981<br>Total Correspondent & Capital Markets Income $ 19,187 $ 12,916 $ 3,404 $ 4,311 $ 4,860<br>PPNR, Adjusted & PPNR, Adjusted per Weighted Avg. Common Shares Oustanding, Diluted (Non-GAAP)
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NON - GAAP RECONCILIATIONS – CURRENT & HISTORICAL: EFFICIENCY<br>RATIOS (UNAUDITED)<br>Dollars in thousands<br>(1) Includes pre-tax cyber incident costs of $3.5 million and $4.4 million for the quarters ended June 30, 2024 and March 31, 2024, respectively.<br>43<br>1Q23 2Q23 3Q23 1Q24 2Q24<br>Noninterest expense (GAAP) $ 242,626 $ 238,206 $ 273,243 $ 249,290 $ 248,747<br>Less: Amortization of intangible assets 7,028 6,616 6,615 5,998 5,744<br>Adjusted noninterest expense (non-GAAP) $ 235,598 $ 231,590 $ 266,628 $ 243,292 $ 243,003<br>Net interest income (GAAP) $ 361,743 $ 355,371 $ 354,231 $ 343,936 $ 350,259<br>Tax Equivalent ("TE") adjustments 698 646 659 528 631<br>Net interest income, TE (non-GAAP) $ 362,441 $ 356,017 $ 354,890 $ 344,464 $ 350,890<br>Noninterest income (GAAP) $ 77,214 $ 72,848 $ 65,489 $ 71,558 $ 75,225<br>Less: Gains/(losses) on sales of securities — — (2) — —<br>Adjusted noninterest income (non-GAAP) $ 77,214 $ 72,848 $ 65,491 $ 71,558 $ 75,225<br>Efficiency Ratio (Non-GAAP) 54% 54% 63% 58% 57%<br>Noninterest expense (GAAP) $ 242,626 $ 238,206 $ 273,243 $ 249,290 $ 248,747<br>Less:<br>Merger, branch consolidation, severance related and other expense (1) 1,808 164 1,778 4,513 5,785<br>FDIC special assessment — — 25,691 3,854 619<br>Amortization of intangible assets 7,028 6,616 6,615 5,998 5,744<br>Total adjustments $ 8,836 $ 6,780 $ 34,084 $ 14,365 $ 12,148<br>Adjusted noninterest expense (non-GAAP) $ 233,790 $ 231,426 $ 239,159 $ 234,925 $ 236,599<br>Adjusted Efficiency Ratio (Non-GAAP) 53% 54% 57% 56% 56%
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NON - GAAP RECONCILIATIONS – TANGIBLE COMMON EQUITY RATIO<br>Dollars in thousands<br>44<br>Tangible Common Equity ("TCE") Ratio<br>1Q24 2Q24<br>Tangible common equity (non-GAAP) $ 3,540,710 $ 3,649,908<br>Total assets (GAAP) 45,144,838 45,493,970<br>Less:<br>Intangible assets 2,006,299 2,000,495<br>Tangible asset (non-GAAP) $ 43,138,539 $ 43,493,475<br>TCE Ratio (Non-GAAP) 8.2% 8.4%
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EARNINGS PRESENTATION END NOTES<br>45<br>Slide 5 End Notes<br>• Loans and deposits as of June 30, 2024; excludes $2.3B of loans and $3.8B of deposits from national lines of business and brokered deposits.<br>• Country GDP as of 2023; State GDP as of 1Q24<br>• Sources: S&P Global, International Monetary Fund, US Bureau of Economic Analysis<br>Slide 9 End Notes<br>(1) The tangible measures are non-GAAP measures and exclude the effect of period end or average balance of intangible assets. The tangible returns on equity and common equity measures also add back<br>the after-tax amortization of intangibles to GAAP basis net income; other adjusted figures presented are also Non-GAAP financial measures that exclude the impact of FDIC special assessment and<br>merger, branch consolidation, severance related and other expenses - See reconciliation of GAAP to Non-GAAP measures in Appendix.<br>Slide 10 End Notes<br>(1) Adjusted figures exclude the impact of FDIC special assessment and merger, branch consolidation, severance related and other expenses; Core net interest income excluding loan accretion is also a non-GAAP financial measure; Adjusted efficiency ratio is calculated by taking the noninterest expense excluding FDIC special assessment and merger, branch consolidation and severance related expenses<br>and amortization of intangible assets - See reconciliation of GAAP to Non-GAAP measures in Appendix.<br>(2) Adjusted PPNR, PPNR ROAA and PPNR per weighted average diluted share are Non-GAAP financial measures that exclude the impact of FDIC special assessment and merger, branch consolidation,<br>severance related and other expenses - See reconciliation of GAAP to Non-GAAP measures in Appendix.<br>(3) Tax equivalent NIM is a Non-GAAP financial measure - See reconciliation of GAAP to Non-GAAP measures in Appendix.<br>Slide 11 End Notes<br>(1) Tax equivalent NIM is a Non-GAAP financial measure - See reconciliation of GAAP to Non-GAAP measures in Appendix.<br>Slide 12 End Notes<br>(1) 1Q22, 2Q22 and 3Q22 loan production excludes production by legacy ACBI from March ~ July 2022 (pre-core system conversion); 1Q22 loan portfolio growth excludes acquisition date loan balances<br>acquired from ACBI.<br>(2) 1Q19 loan production excludes production from National Bank of Commerce (“NBC”); National Commerce Corporation, the holding company of NBC, was acquired by CenterState in 2Q19.<br>(3) Excludes loans held for sale (and excludes PPP for periods prior to 2023); loan production indicates committed balance total; loan portfolio growth indicates quarter-over-quarter loan ending balance<br>growth, excluding loans held for sale (and excluding PPP for periods prior to 2023).<br>(4) The combined historical information referred to in this presentation as the “Combined Business Basis” is based on the reported GAAP results of the Company and CenterState for the applicable periods<br>without adjustments and the information included in this release has not been prepared in accordance with Article 11 of Regulation S-X, and therefore does not reflect any of the pro forma adjustments<br>that would be required thereby. All Combined Business Basis financial information should be reviewed in connection with the historical information of the Company and CenterState, as applicable. The<br>combined historical information excludes ACBI.<br>Slide 14 End Notes<br>(1) Excludes loans held for sale.<br>Slide 15 End Notes<br>(1) CDL includes residential construction, commercial construction, and all land development loans.<br>(2) Investor CRE includes nonowner-occupied CRE and other income producing property.<br>(3) Excludes SELF loans acquired from ACBI.
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EARNINGS PRESENTATION END NOTES<br>46<br>Slide 16 End Notes<br>† Core deposits defined as non-time deposits<br>(1) Source: S&P Global Market Intelligence; 2Q24 MRQs available as of July 23, 2024; Peers as disclosed in the most recent SSB proxy statement.<br>Slide 19 End Notes<br>(1) Review consists of all loans over $1 million; Substantially all loans reviewed in the $1 million to $1.5 million population were 50 thousand square feet or smaller and were not located in a Central Business<br>District.<br>(2) Weighted average DSC information from the Company’s December 31, 2023 stress test using commitment balances, totaling approximately $5.4 billion; excludes loans below $1.5 million, unless part of a<br>larger relationship; Weighted average LTV as of June 30, 2024.<br>Slide 21 End Notes<br>(1) Includes loan types representing 2% or more of investor CRE portfolio; based on the total portfolio of $9.1 billion, excluding 1-4 family rental properties and agricultural loans.<br>(2) Weighted average DSC information from the Company’s December 31, 2023 stress test using commitment balances, totaling approximately $5.4 billion; excludes loans below $1.5 million, unless part of a<br>larger relationship; Weighted average LTV as of June 30, 2024.<br>(3) Represents % of each loan type balance.<br>Slide 22 End Notes<br>(1) Includes agricultural and 1-4 family rental properties loans.<br>Slide 24 End Notes<br>(1) Unamortized discount on acquired loans was $43 million, $47 million, $51 million, $55 million, and $59 million for the quarters ended June 30, 2024, March 31, 2024, December 31, 2023, September 30,<br>2023, and June 30, 2023, respectively.<br>Slide 26 End Notes<br>(1) The tangible measures are non-GAAP measures and exclude the effect of period end intangible assets - See reconciliation of GAAP to Non-GAAP measures in Appendix.<br>(2) Preliminary<br>Slide 28 End Notes<br>† Investment portfolio excludes non-marketable equity.<br>(1) MBS issued by U.S. government agencies or sponsored enterprises (commercial and residential collateral)<br>(2) Investment securities yield include non-marketable equity and trading securities.<br>(3) Excludes principal receivable balance as of June 30, 2024.<br>(4) Based on current par value<br>Slide 29 End Notes<br>(1) Total revenue and noninterest income are adjusted by gains or losses on sales of securities and tax equivalent adjustments; Tax equivalent NIM, efficiency ratio and adjusted efficiency ratio are Non-GAAP financial measures; Adjusted Efficiency Ratio excludes the impact of FDIC special assessment and merger, branch consolidation, severance related and other expenses, losses on sales of securities,<br>and amortization expense on intangible assets, as applicable – See Current & Historical Efficiency Ratios and Net Interest Margin reconciliation in Appendix.<br>(2) Annualized
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EARNINGS PRESENTATION END NOTES<br>47<br>Slide 30 End Notes<br>(1) Includes pipeline, LHFS and MBS forwards.<br>Slide 31 End Notes<br>(1) Interest on centrally-cleared variation margin (expense or income) is included in ARC revenue within Correspondent Banking and Capital Markets Income.
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