8-K
SouthState Bank Corp (SSB)
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): September 4, 2025 (August 31, 2025 )
SOUTHSTATE BANK CORP ORATION
(Exact name of registrant as specified in its charter)
| <br><br><br><br> | <br><br> | <br><br><br><br> |
|---|---|---|
| Florida<br><br>(State or Other Jurisdiction of<br><br>Incorporation) | 001-12669<br><br>(Commission File Number) | 39-3424417<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)
SouthState Corporation
(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. ☐
| Introduction. |
|---|
This Current Report on Form 8-K is being filed in connection with the completion (the “Closing”) on August 31, 2025 (the “Closing Date”) of the previously announced redomicile of SouthState Corporation, a South Carolina corporation (“Old SSB”), to the state of Florida, through the merger of Old SSB with and into SouthState Bank Corporation, a Florida corporation wholly owned by Old SSB prior to such merger (“New SSB”), pursuant to the Agreement and Plan of Merger, dated as of August 19, 2025 (the “Agreement”), by and between Old SSB and New SSB. The redomicile from South Carolina to Florida pursuant to the terms of the Agreement was approved by the affirmative vote of the holders of more than two-thirds of the outstanding shares of Old SSB’s common stock, par value $2.50 per share (the “Old SSB Common Stock”), entitled to vote on the matter at Old SSB’s Annual Meeting of Stockholders held on April 23, 2025.
Pursuant to the Agreement, at 11:59pm ET on August 31, 2025 (the “Effective Time”), (i) each outstanding share of Old SSB Common Stock, was automatically converted into one outstanding share of New SSB common stock, par value $2.50 per share (“New SSB Common Stock”), with no further action required on the part of Old SSB’s shareholders, and (ii) each option, warrant, equity or equity-based award and other security or instrument of Old SSB granting the holder thereof the right to acquire Old SSB Common Stock (or other securities of Old SSB) outstanding immediately prior to the Effective Time (the “SSB Securities”) was automatically converted into a corresponding option, warrant, equity or equity-based award and other security or instrument of New SSB granting the holder thereof the right to acquire an equivalent number of shares of New SSB Common Stock (or other securities of New SSB) as the number of shares of Old SSB Common Stock underlying such Old SSB Securities. Following the Effective Date, the New SSB Common Stock continues to be traded on the New York Stock Exchange under ticker symbol “SSB”.
Pursuant to the Agreement, the Articles of Incorporation and Bylaws of SouthState Bank Corporation, in each case, as in effect immediately prior to the Effective Time, survived as the Articles of Incorporation and Bylaws, respectively, of SouthState Bank Corporation following the Effective Time. As a result of the redomicile, as of the Effective Time, the determination of the rights of Old SSB’s shareholders ceased to be governed by the South Carolina Business Corporation Act (the “SCBCA”) and began to be governed by the Florida Business Corporation Act (the “FBCA”). The key differences between the SCBCA and the FBCA were previously set forth by Old SSB in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 11, 2025.
The foregoing description of the redomicile, including the Agreement and the Articles of Incorporation and the Bylaws of SouthState Bank Corporation, does not purport to be complete and is qualified in their entirety by reference to the full text of the Agreement and the Articles of Incorporation and the Bylaws of SouthState Bank Corporation, as applicable, copies of which are filed hereto as Exhibit
2.1
,
3.1
and
3.2
, respectively, and incorporated herein by reference.
| <br><br><br><br><br><br>.01 | | | |
|---|---|---|---|
| ITEM 1.01 | | | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 with respect to SSB’s Indebtedness (as defined in Item 2.03) is incorporated herein by reference.
| <br><br><br><br><br><br>.01 | | | |
|---|---|---|---|
| ITEM 2.01 | | | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introduction is incorporated herein by reference.
| | | ||
|---|---|---|---|
| ITEM 2.03 | | | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
By operation of law, in connection with the redomicile, New SSB assumed all the rights and obligations outstanding under the Company’s senior revolving credit facility with U.S. Bank (the “U.S. Bank Facility”). Further, at the Effective Time, New SSB assumed Old SSB’s obligations in accordance with Old SSB’s underlying indentures and certain related agreements with respect to Old SSB’s outstanding trust preferred securities (the “Trust Preferred Securities”), which have an aggregate principal amount of $175.887 million. As of the Effective Time, New SSB also assumed all of the Company’s obligations with respect to (i) $350 million in aggregate principal amount of 7.00% fixed-to-floating rate subordinated debt due 2035 (the “2035 Notes”), (ii) $130 million in aggregate principal amount of 4.00% fixed-to-floating rate junior subordinated notes due 2030 (the “4.00% 2030 Notes”), and (iii) $175.0 million in aggregate principal amount of 8.375% fixed-to-floating rate subordinated debentures due August 15, 2034 (items (i) through (iii) being referred to collectively as the “Subordinated Notes” and together with the Trust Preferred Securities, the “Company’s Indebtedness”). 2
The supplemental indentures pursuant to which New SSB assumed the Trust Preferred Securities as well as the original indentures pursuant to which the Trust Preferred Securities were issued have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. New SSB agrees to furnish a copy of such indentures to the Commission upon request.
The foregoing description of New SSB’s assumption of the U.S Bank Facility and Subordinated Notes is qualified in its entirety by reference to the full text of the U.S. Bank Facility or applicable base indenture, respectively, in each case, as amended and supplemented by the supplemental indentures, copies of which are filed hereto as Exhibits
4.1
through
4.16
and incorporated herein by reference.
| ITEM 5.02 | | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Pursuant to the Agreement, the officers and directors of Old SSB immediately prior to the Effective Time became the officers and directors of New SSB immediately after the Effective Time, each to hold office in accordance with the Articles of Incorporation and the Bylaws of New SSB, the provisions of the FBCA and all other applicable laws and regulations.
| <br><br><br><br><br><br>.01 | | | |
|---|---|---|---|
| ITEM 5.03 | | | Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year. |
The information set forth in the Introduction is incorporated herein by reference.
| .01 | | | |
|---|---|---|---|
| ITEM 9.01 | | | Financial Statements and Exhibits. |
| | | |
|---|---|---|
| (d) Exhibits. | | In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from the SEC’s web site at www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 under our SEC file number (001 12669). |
(d)Exhibits.
3
*Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC. 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 BANK CORPORATION | ||
| | (Registrant) | |
| | | |
| | By: | /s/ William E. Matthews, V |
| | | William E. Matthews, V |
| | | Senior Executive Vice President and |
| | | Chief Financial Officer |
Dated: September 4, 2025
5
Exhibit 4.7 Execution Version
SECOND SUPPLEMENTAL INDENTURE
(7.000% Fixed-to-Floating Rate Subordinated Debt due 2035)
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 31, 2025, is by and among U.S. Bank Trust Company, National Association, a national banking association and successor in interest to U.S. Bank National Association (herein, together with its successors in interest, the “Trustee”), SouthState Bank Corporation, a Florida corporation (the “Successor Company”), and SouthState Corporation, a South Carolina corporation (the “Company”), under the Indenture referred to below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows:
PRELIMINARY STATEMENTS
Reference is made to that certain Indenture, dated as of June 13, 2025 (the “Base Indenture”), by and between the Trustee and the Company and that First Supplemental Indenture, dated as of June 13, 2025, between the Company and the Trustee (together, with the Base Indenture, the “Indenture”), pursuant to which the Company issued U.S. $350,000,000 of its 7.000% Fixed-to-Floating Rate Junior Subordinated Notes due 2035 (the “Notes”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Second Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Section 801 of the Indenture.
Section 1. Definitions . All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
Section 2. Interpretation.
| (a) | In this Second Supplemental Indenture, unless a clear contrary intention appears: |
|---|
| (i) | the singular number includes the plural number and vice versa; |
|---|
| (ii) | reference to any gender includes the other gender; |
|---|
| (iii) | the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
|---|
| (iv) | reference to any person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture; |
|---|
| (v) | reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor; and |
|---|
| (vi) | reference to any Section means such Section of this Second Supplemental Indenture; and |
|---|
| (vii) | the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and |
|---|
| (b) | No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
|---|
Section 3. Assumption of Obligations.
| (a) | Pursuant to, and in compliance and accordance with, Section 801 of the Indenture, the Successor Company hereby expressly and unconditionally assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Notes in accordance with their terms, and the due and punctual performance and observance of each and every covenant and condition of the Company under the Indenture, all as if the Successor Company were the Company thereunder. |
|---|
| (b) | Pursuant to, and in compliance and accordance with, Section 802 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company. |
|---|
Section 4. Representations and Warranties . The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) upon the effectiveness of the Merger it will be the successor of the Company pursuant to a valid
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merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Florida, (d) both immediately before and after giving effect to this Second Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this Second Supplemental Indenture is executed and delivered pursuant to Section 901(a) and Article IX of the Indenture and does not require the consent of the Securityholders.
Section 5. Conditions **** of **** Effectiveness **.**This Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:
| (a) | the Trustee shall have executed a counterpart of this Second Supplemental Indenture and shall have received a counterpart of this Second Supplemental Indenture executed by the Company and the Successor Company. |
|---|
| (b) | the Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A. |
|---|
| (c) | the Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B. |
|---|
| (d) | The Successor Company and the Company shall have duly executed and filed (i) with the Secretary of State of the State of South Carolina, an Articles of Merger, and (ii) with the Secretary of the State of the State of Florida, an Articles of Merger, in each case, in connection with the Merger. |
|---|
Section 6. Reference to the Indenture.
| (a) | Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby. |
|---|
| (b) | Upon the effectiveness of this Second Supplemental Indenture, each reference in the Notes to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby. |
|---|
| (c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
|---|
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Section 7. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:
SouthState Bank Corporation 1101 First Street South, Suite 202 Winter Haven, FL 33880
Attention: Chief Accounting Officer Telephone: (863) 293-4710
Section 8. Execution in Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
Section 9. Governing Law; Binding Effect . This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 10. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.
| | | |
|---|---|---|
| U. S. BANK TRUST COMPANY,<br><br>NATIONAL ASSOCIATION, AS TRUSTEE | ||
| | ||
| By: | /s/ Steven J. Gomes | |
| Name: | Steven J. Gomes | |
| Title: | Vice President | |
| | | |
| | | |
| SouthState Corporation | ||
| | | |
| By: | | |
| Name: | | |
| Title: | | |
| | | |
| | | |
| SouthState Bank Corporation | ||
| | | |
| By: | | |
| Name: | | |
| Title: | |
[Signature Page of Second Supplemental Indenture – 7.000% Fixed-to-Floating Rate Subordinated Debt due 2035]
-5-
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.
| | | |
|---|---|---|
| U. S. BANK TRUST COMPANY,<br><br>NATIONAL ASSOCIATION, AS TRUSTEE | ||
| | ||
| By: | | |
| Name: | | |
| Title: | | |
| | | |
| | | |
| SouthState Corporation | ||
| | | |
| By: | /s/ William E. Matthews V | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
| | | |
| | | |
| SouthState Bank Corporation | ||
| | | |
| By: | /s/ William E. Matthews V | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer |
[Signature Page of Second Supplemental Indenture – 7.000% Fixed-to-Floating Rate Subordinated
Debt due 2035] -6-
Exhibit 4.15 Execution Version
SEVENTH SUPPLEMENTAL INDENTURE
THIS SEVENTH SUPPLEMENTAL INDENTURE dated as of August 31, 2025 is by and among Computershare Trust Company, N.A., a national banking association and limited purpose trust company (as successor in interest to Wells Fargo Bank, National Association, as trustee, and together with its successors, the "Trustee"), SouthState Bank Corporation, a Florida corporation (the "Successor Company"), and SouthState Corporation, a South Carolina corporation (herein, together with its predecessors in interest, “Company”), under the Indenture referred to below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:
PRELIMINARY STATEMENTS
The Trustee and the Company are parties to (i) that certain Subordinated Base Indenture dated as of June 25, 2014 (the “Base Indenture”), (ii) the Third Supplemental Indenture dated as of September 15, 2020 (the “Third Supplemental Indenture”), and (iii) the Fifth Supplemental Indenture dated as of January 1, 2025 (together with the Base Indenture and Third Supplemental Indenture, the “Indenture”), pursuant to which the Company issued $130,000,000 of its 4.00% Fixed-to-Floating Rate Junior Subordinated Notes due 2030 (the “Debentures”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Seventh Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this Seventh Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.
Section 1. Definitions . All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
Section 2. Interpretation.
| (a) | In this Seventh Supplemental Indenture, unless a clear contrary intention appears: |
|---|
| (i) | the singular number includes the plural number and vice versa; |
|---|
| (ii) | reference to any gender includes the other gender; |
|---|
| (iii) | the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Seventh Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
|---|
| (iv) | reference to any person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Seventh Supplemental Indenture or the Indenture, |
|---|
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and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause(iv) is intended to authorize any assignment not otherwise permitted by this Seventh Supplemental Indenture or the Indenture;
| (v) | reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor; |
|---|
| (vi) | reference to any Section means such Section of this Seventh Supplemental Indenture; |
|---|
| (vii) | the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and |
|---|
| (b) | no provision in this Seventh Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
|---|
Section 3. Assumption of Obligations.
| (a) | Pursuant to, and in compliance and accordance with, Section 801 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept or performed by the Company. |
|---|
| (b) | Pursuant to, and in compliance and accordance with, Section 802 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company. |
|---|
Section 4. Conditions of Effectiveness . This Seventh Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger and the delivery of the related Opinion of Counsel (that the parties acknowledge has been delivered as of the date hereof and which shall continue as an obligation of the Successor Company, provided, however, that the Trustee shall have executed a counterpart of this Seventh Supplemental Indenture and shall have received a counterpart of this Seventh Supplemental Indenture executed by the Company and the Successor Company.
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Section 5. Reference to the Indenture.
| (a) | Upon the effectiveness of this Seventh Supplemental Indenture, each reference in the Indenture to "this Indenture," "hereunder," "herein" or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby. |
|---|
| (b) | Upon the effectiveness of this Seventh Supplemental Indenture, each reference in the Notes to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby. |
|---|
| (c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
|---|
Section 6. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:
SouthState Bank Corporation 1101 First Street South Winter Haven, Florida, 33880
Attention: Chief Financial Officer Telephone: (863) 293-4710
Section 7. Execution in Counterparts . This Seventh Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
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Section 8. Governing Law; Binding Effect . This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 9. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and effective as of August 31, 2025, by their respective officers thereunto duly authorized.
| | | |
|---|---|---|
| SouthState Corporation | ||
| | ||
| By: | /s/ William E. Matthews V | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
| | | |
| | | |
| SouthState Bank Corporation | ||
| | | |
| By: | /s/ William E. Matthews V | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
| | | |
| | | |
| WELLS FARGO BANK, NATIONAL<br><br>ASSOCIATION, not in its individual capacity, but solely as Trustee<br><br> | ||
| | | |
| By: | Computershare Trust Company, N.A., as Agent and Attorney-in-Fact | |
| | | |
| By: | ||
| Name: | | |
| Title: | |
[Signature Page to Supplemental Indenture (Seventh) – 4.00% Fixed – to – Floating Sub Note due 2030]
-5-
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and effective as of August 31, 2025, by their respective officers thereunto duly authorized.
| | | |
|---|---|---|
| SouthState Corporation | ||
| | ||
| By: | | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
| | | |
| | | |
| SouthState Bank Corporation | ||
| | | |
| By: | ||
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
| | | |
| | | |
| WELLS FARGO BANK, NATIONAL<br><br>ASSOCIATION, not in its individual capacity, but solely as Trustee<br><br> | ||
| | | |
| By: | Computershare Trust Company, N.A., as Agent and Attorney-in-Fact | |
| | | |
| By: | /s/ Nancy Chouanard | |
| Name: | Nancy Chouanard | |
| Title: | Vice President |
[Signature Page to Supplemental Indenture (Seventh) – 4.00% Fixed – to – Floating Sub Note due 2030] -6-
Exhibit 4.16 Execution Version
EIGHTH SUPPLEMENTAL INDENTURE
THIS EIGHTH SUPPLEMENTAL INDENTURE dated as of August 31, 2025 is by and among Computershare Trust Company, N.A., a national banking association and limited purpose trust company (as successor in interest to Wells Fargo Bank, National Association, as trustee, and together with its successors, the "Trustee"), SouthState Bank Corporation, a Florida corporation (the "Successor Company"), and SouthState Corporation, a South Carolina corporation (herein, together with its predecessors in interest, “Company”), under the Indenture referred to below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:
PRELIMINARY STATEMENTS
The Trustee and the Company are parties to (i) that certain Subordinated Base Indenture dated as of June 25, 2014 (the “Base Indenture”), (ii) the Fourth Supplemental Indenture dated as of July 31, 2024 (the “Fourth Supplemental Indenture”) and (iii) the Sixth Supplemental Indenture dated as of January 1, 2025 (together with the Base Indenture and Fourth Supplemental Indenture, the “Indenture”), pursuant to which the Company issued $175,000,000 of its 8.375% Fixed-to-Floating Rate Junior Subordinated Notes due 2034 (the “Debentures”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Eighth Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this Eighth Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.
Section 1. Definitions . All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
Section 2. Interpretation.
| (a) | In this Eighth Supplemental Indenture, unless a clear contrary intention appears: |
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| (i) | the singular number includes the plural number and vice versa; |
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| (ii) | reference to any gender includes the other gender; |
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| (iii) | the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Eighth Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
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| (iv) | reference to any person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are |
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permitted by this Eighth Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause(iv) is intended to authorize any assignment not otherwise permitted by this Eighth Supplemental Indenture or the Indenture;
| (v) | reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor; |
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| (vi) | reference to any Section means such Section of this Eighth Supplemental Indenture; |
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| (vii) | the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and |
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| (b) | no provision in this Eighth Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
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Section 3. Assumption of Obligations.
| (a) | Pursuant to, and in compliance and accordance with, Section 801 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept or performed by the Company. |
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| (b) | Pursuant to, and in compliance and accordance with, Section 802 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company. |
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Section 4. Conditions of Effectiveness . This Eighth Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger and the delivery of the related Opinion of Counsel (that the parties acknowledge has been delivered as of the date hereof and which shall continue as an obligation of the Successor Company, provided, however, that the Trustee shall have executed a counterpart of this Eighth Supplemental Indenture and shall have
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received a counterpart of this Eighth Supplemental Indenture executed by the Company and the Successor Company.
Section 5. Reference to the Indenture.
| (a) | Upon the effectiveness of this Eighth Supplemental Indenture, each reference in the Indenture to "this Indenture," "hereunder," "herein" or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby. |
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| (b) | Upon the effectiveness of this Eighth Supplemental Indenture, each reference in the Notes to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby. |
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| (c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
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Section 6. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:
SouthState Bank Corporation 1101 First Street South Winter Haven, Florida, 33880
Attention: Chief Financial Officer Telephone: (863) 293-4710
Section 7. Execution in Counterparts . This Eighth Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
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Section 8. Governing Law; Binding Effect . This Eighth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 9. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed and effective as of August 31, 2025, by their respective officers thereunto duly authorized.
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| SouthState Corporation | ||
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| By: | /s/ William E. Matthews V | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
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| SouthState Bank Corporation | ||
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| By: | /s/ William E. Matthews V | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
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| WELLS FARGO BANK, NATIONAL<br><br>ASSOCIATION, not in its individual capacity, but solely as Trustee | ||
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| By: | Computershare Trust Company, N.A., as Agent and Attorney-in-Fact | |
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| By: | ||
| Name: | | |
| Title: | |
[Signature Page to Supplemental Indenture (Eighth) – 8.375% Fixed - to- Floating Sub Note due 2034]
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed and effective as of August 31, 2025, by their respective officers thereunto duly authorized.
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| SouthState Corporation | ||
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| By: | | |
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
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| SouthState Bank Corporation | ||
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| By: | ||
| Name: | William E. Matthews V | |
| Title: | Chief Financial Officer | |
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| WELLS FARGO BANK, NATIONAL<br><br>ASSOCIATION, not in its individual capacity, but solely as Trustee | ||
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| By: | Computershare Trust Company, N.A., as Agent and Attorney-in-Fact | |
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| By: | /s/ Nancy Chouanard | |
| Name: | Nancy Chouanard | |
| Title: | Vice President |
[Signature Page to Supplemental Indenture (Eighth) – 8.375% Fixed - to- Floating Sub Note due 2034]
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