8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported): October 27, 2021

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SOUTHSTATE CORP ORATION

(Exact name of registrant as specified in its charter)

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​<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.)

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​<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)

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( 863 ) 293-4710

(Registrant’s telephone number, including area code)

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Not Applicable

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

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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):

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☒ 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))

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

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $2.50 per share	SSB	Nasdaq Global Select Market

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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).

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Emerging growth company       ☐

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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.   ☐

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Item 2.02	​	​	Results of Operations and Financial Condition

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On October 27, 2021, SouthState Corporation (“SouthState” or the “Company”) issued a press release announcing its financial results for the three and nine-month periods ended September 30, 2021, 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.

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SouthState will host a conference call on Friday, October 28, 2021 at 10 a.m. (ET) to discuss the Company’s third quarter 2021 results.  Investors may call in (toll free) by dialing (844) 200-6205 within the U.S. and 929-526-1599 for all other locations (passcode 311263; host: Will Matthews, CFO).

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Item 7.01		​		Regulation FD Disclosure

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On October 27, 2021, the Company also made available the presentation (“Presentation”) prepared for use with the press release during the earnings conference call on October 28, 2021.  Attached hereto and incorporated herein as Exhibit 99.2 is the text of that presentation.

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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.

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Item 9.01	​	​		Financial Statements and Exhibits.
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​	​	(d)	​	Exhibits:
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​	​	Exhibit No.	​	Description
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​	​	Exhibit 99.1	​	Press Release, dated October 27, 2021
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​	​	Exhibit 99.2	​	Presentation for SouthState Corporation Earnings Call
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​	​	Exhibit 104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Cautionary Statement Regarding Forward Looking Statements

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Statements included in this communication, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and SouthState. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. SouthState cautions readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following: (1) economic downturn risk, potentially resulting in deterioration in the credit markets, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential continued negative economic developments resulting from the Covid19 pandemic, or from federal spending cuts and/or one or more federal budget-related impasses or actions; (2) interest rate risk primarily resulting from the low interest rate environment and historically low yield curve primarily due 2

to government programs in place under the CARES Act and otherwise in response to the Covid19 pandemic, and their impact on the Bank’s earnings, including from the correspondent and mortgage divisions, housing demand, the market value of the bank’s loan and securities portfolios, and the market value of SouthState’s equity; (3) risks related to the merger and integration of SouthState and CSFL including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) 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, (iii) the amount of the costs, fees, expenses and charges related to the merger, (iv) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (3) risks related to the merger and integration of SouthState and Atlantic Capital including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (iv) 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, (v) the failure to obtain the necessary approvals by the shareholders of SouthState or Atlantic Capital, (vi) the amount of the costs, fees, expenses and charges related to the merger, (vii) the ability by each of SouthState and Atlantic Capital to obtain required governmental approvals of the merger (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),  (viii) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (ix) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (x) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xi) the dilution caused by SouthState’s issuance of additional shares of its common stock in the merger, (xii) general competitive, economic, political and market conditions, and (xiii) other factors that may affect future results of Atlantic Capital 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 Board of Governors of the Federal Reserve System and Office of the Comptroller of the Currency and legislative and regulatory actions and reforms (4) risks relating to the continued impact of the Covid19 pandemic on the company, including possible impact to the company and its employees from contacting Covid19, and to efficiencies and the control environment due to the continued work from home environment and to our results of operations due to government stimulus and other interventions to blunt the impact of the pandemic; (5) the impact of increasing digitization of the banking industry and movement of customers to on-line platforms, and the possible impact on the Bank’s results of operations, customer base, expenses, suppliers and operations; (6) controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures; (7) potential deterioration in real estate values; (8) the impact of competition with other financial institutions, including pricing pressures (including those resulting from the CARES Act) and the resulting impact, including as a result of compression to net interest margin; (9) risks relating to the ability to retain our culture and attract and retain qualified people; (10) credit risks associated with an obligor’s failure to meet the terms of any contract with the bank or otherwise fail to perform as agreed under the terms of any loan-related document; (11) risks related to the ability of the company to pursue its strategic plans which depend upon certain growth goals in our lines of business; (12) liquidity risk affecting the Bank’s ability to meet its obligations when they come due; (13) risks associated with an anticipated increase in SouthState’s investment securities portfolio, including risks associated with acquiring and holding investment securities or potentially determining that the amount of investment securities SouthState desires to acquire are not available on terms acceptable to SouthState; (14) price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios; (15) transaction risk arising from problems with service or product delivery; (16) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards; (17) regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation, the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums and including the impact of the CARES Act, the Consumer Financial Protection Bureau regulations, and the possibility of changes in accounting standards, policies, principles and practices, including changes in accounting principles relating to loan loss recognition (CECL); (18) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (19) reputation risk that adversely affects earnings or capital arising from negative public opinion; (20)3

cybersecurity risk related to the dependence of SouthState on internal computer systems and the technology of outside service providers, as well as the potential impacts of internal or external security breaches, which may subject the company to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events; (21) reputational and operational risks associated with environment, social and governance matters; (22) greater than expected noninterest expenses; (23) excessive loan losses; (24) potential deposit attrition, higher than expected costs, customer loss and business disruption associated with the Atlantic Capital integration, and potential difficulties in maintaining relationships with key personnel; (25) the risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState; (26) the payment of dividends on SouthState common stock, which is subject to legal and regulatory limitations as well as the discretion of the board of directors of SouthState, SouthState’s performance and other factors; (27) ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company; (28) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisition, whether involving stock or cash consideration; (29) major catastrophes such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including the ongoing Covid19 pandemic, and the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on SouthState and its customers and other constituencies; (30) terrorist activities risk that results in loss of consumer confidence and economic disruptions; (31) risks related to the proposed merger of SouthState and Atlantic Capital, including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (iv) 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, (v) the failure to obtain the necessary approvals by the shareholders of SouthState or Atlantic Capital, (vi) the amount of the costs, fees, expenses and charges related to the merger, (vii) the ability by each of SouthState and Atlantic Capital to obtain required governmental approvals of the merger (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), (viii) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (ix) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (x) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xi) the dilution caused by SouthState’s issuance of additional shares of its common stock in the merger, (xii) general competitive, economic, political and market conditions, and (xiii) other factors that may affect future results of Atlantic Capital and SouthState including changes in asset quality and credit risk, and (32) other factors that may affect future results of SouthState, as disclosed in SouthState’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by SouthState with the U.S. Securities and Exchange Commission (“SEC”) and available on the SEC’s website at http://www.sec.gov, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.

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All forward-looking statements speak only as of the date they are made and are based on information available at that time. SouthState does not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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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.

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	SOUTHSTATE CORPORATION
​	(Registrant)
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​	By:	/s/ William E. Matthews, V
​	​	William E. Matthews, V
​	​	Senior Executive Vice President and
​	​	Chief Financial Officer

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Dated: October 27, 2021

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Exhibit 99.1

​<br><br>​<br><br>​	​
SouthState Corporation Reports Third Quarter 2021 Results<br><br>Declares Quarterly Cash Dividend	For Immediate Release
	​	Media Contact
	​	Jackie Smith, 803.231.3486

WINTER HAVEN, FL - October 27, 2021 – SouthState Corporation (NASDAQ: SSB) today released its unaudited results of operations and other financial information for the three-month and nine-month periods ended September 30, 2021.

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The Company reported consolidated net income of $1.74 per diluted common share for the three months ended September 30, 2021, compared to $1.39 per diluted common share for the three months ended June 30, 2021, and compared to $1.34 per diluted common share one year ago.

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Adjusted net income (non-GAAP) totaled $1.94 per diluted share for the three months ended September 30, 2021, compared to $1.87 per diluted share for the three months ended June 30, 2021, and compared to $1.58 per diluted share one year ago. Adjusted net income in the third quarter of 2021 excludes $14.1 million of merger-related costs (after-tax).

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“I’m pleased with our progress in the third quarter, particularly our 10% annualized loan growth (excluding PPP loans),” said John C. Corbett, Chief Executive Officer. “New loan production reached a record of $2.6 billion, up 72% from a year ago. Additionally, planned cost savings from the recent systems conversion and a $5.8 million increase in core net interest income contributed to an increase of our pre-provision net revenue to $132.3 million. With surplus cash on our balance sheet, the pending acquisition of Atlantic Capital Bank in Atlanta and strong population growth in the Southeast, we are well positioned as we head into 2022.”

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Highlights of the third quarter of 2021 include:

Returns

●	Reported & adjusted diluted Earnings per Share (“EPS”) of $1.74 and $1.94 (Non-GAAP), respectively
●	Recorded a negative provision for credit losses of $38.9 million compared to a negative provision for credit losses of $58.8 million in the prior quarter
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●	Reported & adjusted Return on Average Tangible Common Equity of 16.9% (Non-GAAP) and 18.7% (Non-GAAP), respectively
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●	Pre-Provision Net Revenue (“PPNR”) of $132.3 million (Non-GAAP), or 1.29% PPNR ROAA (Non-GAAP)
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●	Book value per share of $68.55 increased by $0.95 per share compared to the prior quarter
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●	Tangible book value (“TBV”) per share of $43.98 (Non-GAAP), up $4.15, or 10.4% from a year ago quarter<br>​
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Performance

●	Core net interest income (non-GAAP) (excluding loan accretion and deferred fees on PPP) increased $5.8 million from prior quarter
●	Total deposit cost of 0.09%, down 3 basis points from prior quarter
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●	Noninterest income of $87.0 million, up $8.0 million compared to the prior quarter, primarily due to a $5.4 million increase in mortgage banking income and $2.2 million increase in deposit fee income
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Balance Sheet / Credit

●	Loans, excluding PPP loans, increased $573.3 million, or 10.0% annualized, centered in $336.9 million growth in commercial and industrial loans and $215.5 million growth in investor commercial real estate, commercial owner occupied real estate, and single family construction to permanent loans (which are included in the construction and land development loans category)
●	Total deposits increased $318.2 million, or 3.8% annualized, with core deposit growth totaling $662.7 million, or 8.8% annualized
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●	33.8% of deposits are noninterest-bearing
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●	Net loan charge-offs of $46 thousand, or 0.00% annualized
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Capital Returns

●	Repurchased 485,491 shares during 3Q 2021 and approximately 120,000 shares in October 2021, at a weighted average price of $74.71, bringing total 2021 repurchases to approximately 1.31 million shares

Subsequent Events

●	Received OCC approval for the Atlantic Capital Bancshares, Inc. (“ACBI”) merger, awaiting FRB and ACBI shareholders’ approvals
●	Declared a cash dividend on common stock of $0.49 per share, payable on November 19, 2021 to shareholders of record as of November 12, 2021
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Financial Performance

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​	​	Three Months Ended														​	Nine Months Ended					​
(Dollars in thousands, except per share data)	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​	Sep. 30,		​	Sep. 30,		​
INCOME STATEMENT	​	2021		​	2021		​	2021		​	2020		​	2020		​	2021		​	2020		​
Interest income	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans, including fees (1)	​	$	246,065	​	$	246,177	​	$	259,967	​	$	269,632	​	$	280,825	​	$	752,209	​	$	581,566	​
Investment securities, trading securities, federal funds sold and securities	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
purchased under agreements to resell	​	​	25,384	​	​	21,364	​	​	18,509	​	​	16,738	​	​	14,469	​	​	65,257	​	​	42,092	​
Total interest income	​	​	271,449	​	​	267,541	​	​	278,476	​	​	286,370	​	​	295,294	​	​	817,466	​	​	623,658	​
Interest expense	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Deposits	​	​	7,267	​	​	9,537	​	​	11,257	​	​	13,227	​	​	15,154	​	​	28,061	​	​	42,215	​
Federal funds purchased, securities sold under agreements	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
to repurchase, and other borrowings	​	​	4,196	​	​	4,874	​	​	5,221	​	​	7,596	​	​	9,792	​	​	14,291	​	​	20,525	​
Total interest expense	​	​	11,463	​	​	14,411	​	​	16,478	​	​	20,823	​	​	24,946	​	​	42,352	​	​	62,740	​
Net interest income	​	​	259,986	​	​	253,130	​	​	261,998	​	​	265,547	​	​	270,348	​	​	775,114	​	​	560,918	​
(Recovery) provision for credit losses	​	​	(38,903)	​	​	(58,793)	​	​	(58,420)	​	​	18,185	​	​	29,797	​	​	(156,116)	​	​	217,804	​
Net interest income after (recovery) provision for credit losses	​	​	298,889	​	​	311,923	​	​	320,418	​	​	247,362	​	​	240,551	​	​	931,230	​	​	343,114	​
Noninterest income	​	​	87,010	​	​	79,020	​	​	96,285	​	​	97,871	​	​	114,790	​	​	262,315	​	​	213,269	​
Noninterest expense	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pre-tax operating expense	​	​	214,672	​	​	218,707	​	​	218,702	​	​	219,719	​	​	215,225	​	​	652,080	​	​	452,977	​
Merger and/or branch consolid. expense	​	​	17,618	​	​	32,970	​	​	10,009	​	​	19,836	​	​	21,662	​	​	60,598	​	​	66,070	​
Extinguishment of debt cost	​	​	—	​	​	11,706	​	​	—	​	​	—	​	​	—	​	​	11,706	​	​	—	​
SWAP termination expense	​	​	—	​	​	—	​	​	—	​	​	38,787	​	​	—	​	​	—	​	​	—	​
Federal Home Loan Bank advances prepayment fee	​	​	—	​	​	—	​	​	—	​	​	56	​	​	—	​	​	—	​	​	199	​
Total noninterest expense	​	​	232,290	​	​	263,383	​	​	228,711	​	​	278,398	​	​	236,887	​	​	724,384	​	​	519,246	​
Income before provision for income taxes	​	​	153,609	​	​	127,560	​	​	187,992	​	​	66,835	​	​	118,454	​	​	469,161	​	​	37,137	​
Income taxes (benefit) provision	​	​	30,821	​	​	28,600	​	​	41,043	​	​	(19,401)	​	​	23,233	​	​	100,464	​	​	2,741	​
Net income	​	$	122,788	​	$	98,960	​	$	146,949	​	$	86,236	​	$	95,221	​	$	368,697	​	$	34,396	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted net income (non-GAAP) (2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (GAAP)	​	$	122,788	​	$	98,960	​	$	146,949	​	$	86,236	​	$	95,221	​	$	368,697	​	$	34,396	​
Securities gains, net of tax	​	​	(51)	​	​	(28)	​	​	—	​	​	(29)	​	​	(12)	​	​	(79)	​	​	(12)	​
Income taxes benefit - carryback tax loss	​	​	—	​	​	—	​	​	—	​	​	(31,468)	​	​	—	​	​	—	​	​	—	​
FHLB prepayment penalty, net of tax	​	​	—	​	​	—	​	​	—	​	​	46	​	​	—	​	​	—	​	​	154	​
SWAP termination expense, net of tax	​	​	—	​	​	—	​	​	—	​	​	31,784	​	​	—	​	​	—	​	​	—	​
Initial provision for credit losses - NonPCD loans and UFC	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	92,212	​
Merger and/or branch consolid. expense, net of tax	​	​	14,083	​	​	25,578	​	​	7,824	​	​	16,255	​	​	17,413	​	​	47,485	​	​	52,114	​
Extinguishment of debt cost, net of tax	​	​	—	​	​	9,081	​	​	—	​	​	—	​	​	—	​	​	9,081	​	​	—	​
Adjusted net income (non-GAAP)	​	$	136,820	​	$	133,591	​	$	154,773	​	$	102,824	​	$	112,622	​	$	425,184	​	$	178,864	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic earnings per common share	​	$	1.75	​	$	1.40	​	$	2.07	​	$	1.22	​	$	1.34	​	$	5.22	​	$	0.70	​
Diluted earnings per common share	​	$	1.74	​	$	1.39	​	$	2.06	​	$	1.21	​	$	1.34	​	$	5.19	​	$	0.69	​
Adjusted net income per common share - Basic (non-GAAP) (2)	​	$	1.95	​	$	1.89	​	$	2.18	​	$	1.45	​	$	1.59	​	$	6.02	​	$	3.63	​
Adjusted net income per common share - Diluted (non-GAAP) (2)	​	$	1.94	​	$	1.87	​	$	2.17	​	$	1.44	​	$	1.58	​	$	5.98	​	$	3.60	​
Dividends per common share	​	$	0.49	​	$	0.47	​	$	0.47	​	$	0.47	​	$	0.47	​	$	1.43	​	$	1.41	​
Basic weighted-average common shares outstanding	​	​	70,066,235	​	​	70,866,193	​	​	71,009,209	​	​	70,941,200	​	​	70,905,027	​	​	70,643,289	​	​	49,330,267	​
Diluted weighted-average common shares outstanding	​	​	70,575,726	​	​	71,408,888	​	​	71,484,490	​	​	71,294,864	​	​	71,075,866	​	​	71,108,204	​	​	49,635,882	​
Effective tax rate	​	​	20.06%	​	​	22.42%	​	​	21.83%	​	​	(29.03)%	​	​	19.61%	​	​	21.41%	​	​	7.38%	​
Adjusted effective tax rate	​	​	20.06%	​	​	22.42%	​	​	21.83%	​	​	18.05%	​	​	19.61%	​	​	21.41%	​	​	7.38%	​

​

​

2

​

Performance and Capital Ratios

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended														​	Nine Months Ended			​	​
​	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​	Sep. 30,	​	Sep. 30,	​	​
​	​	2021		​	2021		​	2021		​	2020		​	2020		​	2021	​	2020	​	​
PERFORMANCE RATIOS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on average assets (annualized)	​	​	1.20	%	​	1.00	%	​	1.56	%	​	0.90	%	​	1.00	%	1.25	%	0.18	%	​
Adjusted return on average assets (annualized) (non-GAAP) (2)	​	​	1.34	%	​	1.35	%	​	1.64	%	​	1.08	%	​	1.18	%	1.44	%	0.93	%	​
Return on average equity (annualized)	​	​	10.21	%	​	8.38	%	​	12.71	%	​	7.45	%	​	8.31	%	10.41	%	1.41	%	​
Adjusted return on average equity (annualized) (non-GAAP) (2)	​	​	11.37	%	​	11.31	%	​	13.39	%	​	8.88	%	​	9.83	%	12.01	%	7.31	%	​
Return on average tangible common equity (annualized) (non-GAAP) (3)	​	​	16.86	%	​	14.12	%	​	21.16	%	​	13.05	%	​	14.66	%	17.34	%	3.51	%	​
Adjusted return on average tangible common equity (annualized) (non-GAAP) (2) (3)	​	​	18.68	%	​	18.74	%	​	22.24	%	​	15.35	%	​	17.14	%	19.85	%	13.58	%	​
Efficiency ratio (tax equivalent)	​	​	64.22	%	​	76.28	%	​	61.06	%	​	73.59	%	​	58.91	%	66.99	%	64.60	%	​
Adjusted efficiency ratio (non-GAAP) (4)	​	​	59.16	%	​	62.88	%	​	58.27	%	​	57.52	%	​	53.30	%	60.05	%	56.07	%	​
Dividend payout ratio (5)	​	​	27.94	%	​	33.65	%	​	22.72	%	​	38.67	%	​	35.01	%	27.39	%	188.71	%	​
Book value per common share	​	$	68.55	​	$	67.60	​	$	66.42	​	$	65.49	​	$	64.34	​	​	​	​	​	​
Tangible book value per common share (non-GAAP) (3)	​	$	43.98	​	$	43.07	​	$	42.02	​	$	41.16	​	$	39.83	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
CAPITAL RATIOS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Equity-to-assets	​	​	11.7	%	​	11.8	%	​	11.9	%	​	12.3	%	​	12.1	%	​	​	​	​	​
Tangible equity-to-tangible assets (non-GAAP) (3)	​	​	7.8	%	​	7.8	%	​	7.9	%	​	8.1	%	​	7.8	%	​	​	​	​	​
Tier 1 leverage (6) *	​	​	8.1	%	​	8.1	%	​	8.5	%	​	8.3	%	​	8.1	%	​	​	​	​	​
Tier 1 common equity (6) *	​	​	11.9	%	​	12.1	%	​	12.2	%	​	11.8	%	​	11.5	%	​	​	​	​	​
Tier 1 risk-based capital (6) *	​	​	11.9	%	​	12.1	%	​	12.2	%	​	11.8	%	​	11.5	%	​	​	​	​	​
Total risk-based capital (6) *	​	​	13.7	%	​	14.1	%	​	14.5	%	​	14.2	%	​	13.9	%	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
OTHER DATA	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Number of branches	​	​	281	​	​	281	​	​	281	​	​	285	​	​	305	​	​	​	​	​	​

*The regulatory capital ratios presented above include the assumption of the transitional method relative to the CARES Act in relief of COVID-19 pandemic on the economy and financial institutions in the United States. The referenced relief allows a total five-year “phase in” of the CECL impact on capital and relief over the next two years for the impact on the allowance for credit losses resulting from COVID-19.

​

​

3

​

Balance Sheet

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Ending Balance														​
(Dollars in thousands, except per share and share data)	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​
BALANCE SHEET	​	2021		​	2021		​	2021		​	2020		​	2020		​
Assets	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and due from banks	​	$	597,321	​	$	529,434	​	$	392,556	​	$	363,306	​	$	344,389	​
Federal Funds Sold and interest-earning deposits with banks	​	​	5,701,002	​	​	5,875,078	​	​	5,581,581	​	​	4,245,949	​	​	4,127,250	​
Cash and cash equivalents	​	​	6,298,323	​	​	6,404,512	​	​	5,974,137	​	​	4,609,255	​	​	4,471,639	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trading securities, at fair value	​	​	61,294	​	​	89,925	​	​	83,947	​	​	10,674	​	​	—	​
Investment securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Securities held-to-maturity	​	​	1,641,485	​	​	1,189,265	​	​	1,214,313	​	​	955,542.00	​	​	—	​
Securities available for sale, at fair value	​	​	4,631,554	​	​	4,369,159	​	​	3,891,490	​	​	3,330,672	​	​	3,561,929	​
Other investments	​	​	160,592	​	​	160,607	​	​	161,468	​	​	160,443	​	​	185,199	​
Total investment securities	​	​	6,433,631	​	​	5,719,031	​	​	5,267,271	​	​	4,446,657	​	​	3,747,128	​
Loans held for sale	​	​	242,813	​	​	171,447	​	​	352,997	​	​	290,467	​	​	456,141	​
Loans:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Purchased credit deteriorated	​	​	2,255,874	​	​	2,434,259	​	​	2,680,466	​	​	2,915,809	​	​	3,143,822	​
Purchased non-credit deteriorated	​	​	6,554,647	​	​	7,457,950	​	​	8,433,913	​	​	9,458,869	​	​	10,557,907	​
Non-acquired	​	​	14,978,428	​	​	14,140,869	​	​	13,377,086	​	​	12,289,456	​	​	11,536,086	​
Less allowance for credit losses	​	​	(314,144)	​	​	(350,401)	​	​	(406,460)	​	​	(457,309)	​	​	(440,159)	​
Loans, net	​	​	23,474,805	​	​	23,682,677	​	​	24,085,005	​	​	24,206,825	​	​	24,797,656	​
Other real estate owned ("OREO")	​	​	3,687	​	​	5,039	​	​	11,471	​	​	11,914	​	​	13,480	​
Premises and equipment, net	​	​	569,817	​	​	568,473	​	​	569,171	​	​	579,239	​	​	626,259	​
Bank owned life insurance	​	​	778,552	​	​	773,452	​	​	562,624	​	​	559,368	​	​	556,475	​
Mortgage servicing rights	​	​	60,922	​	​	57,351	​	​	54,285	​	​	43,820	​	​	34,578	​
Core deposit and other intangibles	​	​	136,584	​	​	145,126	​	​	153,861	​	​	162,592	​	​	171,637	​
Goodwill	​	​	1,581,085	​	​	1,581,085	​	​	1,579,758	​	​	1,563,942	​	​	1,566,524	​
Other assets	​	​	1,262,195	​	​	1,177,751	​	​	1,035,805	​	​	1,305,120	​	​	1,377,849	​
Total assets	​	$	40,903,708	​	$	40,375,869	​	$	39,730,332	​	$	37,789,873	​	$	37,819,366	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities and Shareholders' Equity	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Deposits:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Noninterest-bearing	​	$	11,333,881	​	$	11,176,338	​	$	10,801,812	​	$	9,711,338	​	$	9,681,095	​
Interest-bearing	​	​	22,226,677	​	​	22,066,031	​	​	21,639,598	​	​	20,982,544	​	​	20,288,859	​
Total deposits	​	​	33,560,558	​	​	33,242,369	​	​	32,441,410	​	​	30,693,882	​	​	29,969,954	​
Federal funds purchased and securities	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
sold under agreements to repurchase	​	​	859,736	​	​	862,429	​	​	878,581	​	​	779,666	​	​	706,723	​
Other borrowings	​	​	326,807	​	​	351,548	​	​	390,323	​	​	390,179	​	​	1,089,637	​
Reserve for unfunded commitments	​	​	28,289	​	​	30,981	​	​	35,829	​	​	43,380	​	​	43,161	​
Other liabilities	​	​	1,335,377	​	​	1,130,919	​	​	1,264,369	​	​	1,234,886	​	​	1,446,478	​
Total liabilities	​	​	36,110,767	​	​	35,618,247	​	​	35,010,512	​	​	33,141,993	​	​	33,255,953	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Shareholders' equity:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Common stock - $2.50 par value; authorized 160,000,000 shares	​	​	174,795	​	​	175,957	​	​	177,651	​	​	177,434	​	​	177,321	​
Surplus	​	​	3,693,622	​	​	3,720,946	​	​	3,772,248	​	​	3,765,406	​	​	3,764,482	​
Retained earnings	​	​	925,044	​	​	836,584	​	​	770,952	​	​	657,451	​	​	604,564	​
Accumulated other comprehensive income (loss)	​	​	(520)	​	​	24,136	​	​	(1,031)	​	​	47,589	​	​	17,046	​
Total shareholders' equity	​	​	4,792,941	​	​	4,757,623	​	​	4,719,820	​	​	4,647,880	​	​	4,563,413	​
Total liabilities and shareholders' equity	​	$	40,903,708	​	$	40,375,869	​	$	39,730,332	​	$	37,789,873	​	$	37,819,366	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Common shares issued and outstanding	​	​	69,918,037	​	​	70,382,728	​	​	71,060,446	​	​	70,973,477	​	​	70,928,304	​

​

​

​

4

​

Net Interest Income and Margin

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended																							​
​	​	Sep. 30, 2021							​	Jun. 30, 2021							​	Sep. 30, 2020							​
(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	​	$	6,072,760	​	$	2,199	​	0.14%	​	$	5,670,674	​	$	1,350	​	0.10%	​	$	4,406,376	​	$	1,215	​	0.11%	​
Investment securities	​	​	6,084,812	​	​	23,185	​	1.51%	​	​	5,371,985	​	​	20,014	​	1.49%	​	​	3,227,988	​	​	13,254	​	1.63%	​
Loans held for sale	​	​	184,547	​	​	1,307	​	2.81%	​	​	281,547	​	​	1,977	​	2.82%	​	​	556,670	​	​	4,151	​	2.97%	​
Total loans, excluding PPP	​	​	22,937,207	​	​	226,083	​	3.91%	​	​	22,588,076	​	​	225,664	​	4.01%	​	​	23,021,394	​	​	260,527	​	4.50%	​
Total PPP loans	​	​	939,111	​	​	18,675	​	7.89%	​	​	1,719,323	​	​	18,536	​	4.32%	​	​	2,291,238	​	​	16,147	​	2.80%	​
Total loans held for investment	​	​	23,876,318	​	​	244,758	​	4.07%	​	​	24,307,399	​	​	244,200	​	4.03%	​	​	25,312,632	​	​	276,674	​	4.35%	​
Total interest-earning assets	​	​	36,218,437	​	​	271,449	​	2.97%	​	​	35,631,605	​	​	267,541	​	3.01%	​	​	33,503,666	​	​	295,294	​	3.51%	​
Noninterest-earning assets	​	​	4,375,329	​	​	​	​	​	​	​	4,201,147	​	​	​	​	​	​	​	4,361,551	​	​	​	​	​	​
Total Assets	​	$	40,593,766	​	​	​	​	​	​	$	39,832,752	​	​	​	​	​	​	$	37,865,217	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-Bearing Liabilities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Transaction and money market accounts	​	$	15,908,784	​	$	3,110	​	0.08%	​	$	15,453,940	​	$	4,513	​	0.12%	​	$	13,671,430	​	$	7,853	​	0.23%	​
Savings deposits	​	​	3,126,055	​	​	241	​	0.03%	​	​	2,995,871	​	​	453	​	0.06%	​	​	2,561,605	​	​	584	​	0.09%	​
Certificates and other time deposits	​	​	3,256,488	​	​	3,916	​	0.48%	​	​	3,408,778	​	​	4,571	​	0.54%	​	​	4,016,437	​	​	6,717	​	0.67%	​
Federal funds purchased and repurchase agreements	​	​	860,810	​	​	259	​	0.12%	​	​	914,641	​	​	323	​	0.14%	​	​	710,369	​	​	509	​	0.29%	​
Other borrowings	​	​	334,256	​	​	3,937	​	4.67%	​	​	368,897	​	​	4,551	​	4.95%	​	​	1,089,399	​	​	9,283	​	3.39%	​
Total interest-bearing liabilities	​	​	23,486,393	​	​	11,463	​	0.19%	​	​	23,142,127	​	​	14,411	​	0.25%	​	​	22,049,240	​	​	24,946	​	0.45%	​
Noninterest-bearing liabilities ("Non-IBL")	​	​	12,333,922	​	​	​	​	​	​	​	11,951,384	​	​	​	​	​	​	​	11,259,916	​	​	​	​	​	​
Shareholders' equity	​	​	4,773,451	​	​	​	​	​	​	​	4,739,241	​	​	​	​	​	​	​	4,556,061	​	​	​	​	​	​
Total Non-IBL and shareholders' equity	​	​	17,107,373	​	​	​	​	​	​	​	16,690,625	​	​	​	​	​	​	​	15,815,977	​	​	​	​	​	​
Total Liabilities and Shareholders' Equity	​	$	40,593,766	​	​	​	​	​	​	$	39,832,752	​	​	​	​	​	​	$	37,865,217	​	​	​	​	​	​
Net Interest Income and Margin (Non-Tax Equivalent)	​	​	​	​	$	259,986	​	2.85%	​	​	​	​	$	253,130	​	2.85%	​	​	​	​	$	270,348	​	3.21%	​
Net Interest Margin (Tax Equivalent)	​	​	​	​	​	​	​	2.86%	​	​	​	​	​	​	​	2.87%	​	​	​	​	​	​	​	3.22%	​
Total Deposit Cost (without Debt and Other Borrowings)	​	​	​	​	​	​	​	0.09%	​	​	​	​	​	​	​	0.12%	​	​	​	​	​	​	​	0.20%	​
Overall Cost of Funds (including Demand Deposits)	​	​	​	​	​	​	​	0.13%	​	​	​	​	​	​	​	0.17%	​	​	​	​	​	​	​	0.31%	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Accretion on Acquired Loans (1)	​	​	​	​	$	5,243	​	​	​	​	​	​	$	6,292	​	​	​	​	​	​	$	22,445	​	​	​
Total Deferred Fees on PPP Loans	​	​	​	​	$	16,369	​	​	​	​	​	​	$	14,232	​	​	​	​	​	​	$	8,533	​	​	​
TEFRA (included in NIM, Tax Equivalent)	​	​	​	​	$	1,477	​	​	​	​	​	​	$	1,424	​	​	​	​	​	​	$	734	​	​	​
(1)	The remaining loan discount on acquired loans to be accreted into loan interest income totals $75.7 million and the remaining net deferred fees on PPP loans totals $9.5 million **** as of September 30, 2021.
---	---

​

​

5

​

Noninterest Income and Expense

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended														​	Nine Months Ended					​
​	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​	Sep. 30,		​	Sep. 30,		​
(Dollars in thousands)	​	2021		​	2021		​	2021		​	2020		​	2020		​	2021		​	2020		​
Noninterest Income:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fees on deposit accounts	​	$	26,130	​	$	23,936	​	$	25,282	​	$	25,153	​	$	24,346	​	$	75,348	​	$	59,166	​
Mortgage banking income	​	​	15,560	​	​	10,115	​	​	26,880	​	​	25,162	​	​	48,022	​	​	52,555	​	​	81,040	​
Trust and investment services income	​	​	9,150	​	​	9,733	​	​	8,578	​	​	7,506	​	​	7,404	​	​	27,461	​	​	21,931	​
Securities gains, net	​	​	64	​	​	36	​	​	—	​	​	35	​	​	15	​	​	100	​	​	15	​
Correspondent banking and capital market income	​	​	25,164	​	​	25,877	​	​	28,748	​	​	27,751	​	​	26,432	​	​	79,789	​	​	36,992	​
Bank owned life insurance income	​	​	5,132	​	​	5,047	​	​	3,300	​	​	3,341	​	​	4,127	​	​	13,478	​	​	8,038	​
Other	​	​	5,810	​	​	4,276	​	​	3,498	​	​	8,923	​	​	4,444	​	​	13,584	​	​	6,087	​
Total Noninterest Income	​	$	87,010	​	$	79,020	​	$	96,286	​	$	97,871	​	$	114,790	​	$	262,315	​	$	213,269	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Noninterest Expense:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Salaries and employee benefits	​	$	136,969	​	$	137,379	​	$	140,361	​	$	138,982	​	$	134,919	​	$	414,709	​	$	277,617	​
Swap termination expense	​	​	—	​	​	—	​	​	—	​	​	38,787	​	​	—	​	​	—	​	​	—	​
Occupancy expense	​	​	23,135	​	​	22,844	​	​	23,331	​	​	23,496	​	​	23,845	​	​	69,310	​	​	52,091	​
Information services expense	​	​	18,061	​	​	19,078	​	​	18,789	​	​	19,527	​	​	18,855	​	​	55,928	​	​	40,317	​
FHLB prepayment penalty	​	​	—	​	​	—	​	​	—	​	​	56	​	​	—	​	​	—	​	​	199	​
OREO expense and loan related	​	​	1,527	​	​	240	​	​	1,002	​	​	728	​	​	1,146	​	​	2,769	​	​	2,840	​
Business development and staff related	​	​	4,424	​	​	4,305	​	​	3,371	​	​	3,835	​	​	2,599	​	​	12,100	​	​	6,290	​
Amortization of intangibles	​	​	8,543	​	​	8,968	​	​	9,164	​	​	9,760	​	​	9,560	​	​	26,675	​	​	17,232	​
Professional fees	​	​	2,415	​	​	2,301	​	​	3,274	​	​	4,306	​	​	4,385	​	​	7,990	​	​	9,727	​
Supplies and printing expense	​	​	2,310	​	​	2,500	​	​	2,670	​	​	2,809	​	​	2,755	​	​	7,480	​	​	5,870	​
FDIC assessment and other regulatory charges	​	​	4,245	​	​	4,931	​	​	3,841	​	​	3,403	​	​	2,849	​	​	13,017	​	​	7,310	​
Advertising and marketing	​	​	2,185	​	​	1,659	​	​	1,740	​	​	1,544	​	​	1,203	​	​	5,584	​	​	2,548	​
Other operating expenses	​	​	10,858	​	​	14,502	​	​	11,159	​	​	11,329	​	​	13,109	​	​	36,518	​	​	31,135	​
Branch consolidation and merger expense	​	​	17,618	​	​	32,970	​	​	10,009	​	​	19,836	​	​	21,662	​	​	60,598	​	​	66,070	​
Extinguishment of debt cost	​	​	—	​	​	11,706	​	​	—	​	​	—	​	​	—	​	​	11,706	​	​	—	​
Total Noninterest Expense	​	$	232,290	​	$	263,383	​	$	228,711	​	$	278,398	​	$	236,887	​	$	724,384	​	$	519,246	​

​

​

​

​

6

​

Loans and Deposits

The following table presents a summary of the loan portfolio by type (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Ending Balance														​
(Dollars in thousands)	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​
LOAN PORTFOLIO	​	2021		​	2021		​	2021		​	2020		​	2020		​
Construction and land development*	​	$	2,032,731	​	$	1,947,646	​	$	1,888,240	​	$	1,890,846	​	$	1,829,345	​
Investor commercial real estate*	​	​	7,131,192	​	​	7,094,109	​	​	6,978,326	​	​	7,007,146	​	​	7,050,104	​
Commercial owner occupied real estate	​	​	4,988,490	​	​	4,895,189	​	​	4,817,346	​	​	4,832,697	​	​	4,836,405	​
Commercial and industrial, excluding PPP	​	​	3,458,520	​	​	3,121,625	​	​	3,140,893	​	​	3,112,848	​	​	3,066,551	​
Consumer real estate*	​	​	4,733,567	​	​	4,748,693	​	​	4,835,567	​	​	4,974,808	​	​	5,195,978	​
Consumer/other	​	​	943,243	​	​	907,181	​	​	885,320	​	​	912,327	​	​	907,711	​
Subtotal	​	​	23,287,743	​	​	22,714,443	​	​	22,545,692	​	​	22,730,672	​	​	22,886,094	​
PPP loans	​	​	501,206	​	​	1,318,635	​	​	1,945,773	​	​	1,933,462	​	​	2,351,721	​
Total Loans	​	$	23,788,949	​	$	24,033,078	​	$	24,491,465	​	$	24,664,134	​	$	25,237,815	​

As a result of the conversion of legacy CenterState’s core system to the Company’s core system completed in 2Q 2021, several loans were reclassified to conform with the Company’s loan segmentation, most notably residential investment loans which were reclassed from consumer real estate to investor commercial real estate. All periods prior to 2Q 2021 presented above were revised to conform with the current loan segmentation.

* 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.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Ending Balance														​
(Dollars in thousands)	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​
DEPOSITS	​	2021		​	2021		​	2021		​	2020		​	2020		​
Noninterest-bearing checking	​	$	11,333,881	​	$	11,176,338	​	$	10,801,812	​	$	9,711,338	​	$	9,681,095	​
Interest-bearing checking	​	​	7,920,236	​	​	7,651,433	​	​	7,369,066	​	​	6,955,575	​	​	6,414,905	​
Savings	​	​	3,201,543	​	​	3,051,229	​	​	2,906,673	​	​	2,694,010	​	​	2,618,877	​
Money market	​	​	8,110,162	​	​	8,024,117	​	​	7,884,132	​	​	7,584,353	​	​	7,404,299	​
Time deposits	​	​	2,994,736	​	​	3,339,252	​	​	3,479,727	​	​	3,748,605	​	​	3,850,778	​
Total Deposits	​	$	33,560,558	​	$	33,242,369	​	$	32,441,410	​	$	30,693,881	​	$	29,969,954	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Core Deposits (excludes Time Deposits)	​	$	30,565,822	​	$	29,903,117	​	$	28,961,683	​	$	26,945,276	​	$	26,119,176	​

​

​

​

7

​

Asset Quality

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Ending Balance														​
​	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​
(Dollars in thousands)	​	2021		​	2021		​	2021		​	2020		​	2020		​
NONPERFORMING ASSETS:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-acquired	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-acquired nonperforming loans	​	$	25,529	​	$	16,624	​	$	21,034	​	$	29,171	​	$	22,463	​
Non-acquired OREO and other nonperforming assets	​	​	364	​	​	695	​	​	654	​	​	688	​	​	825	​
Total non-acquired nonperforming assets	​	​	25,893	​	​	17,319	​	​	21,688	​	​	29,859	​	​	23,288	​
Acquired	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Acquired nonperforming loans	​	​	64,672	​	​	69,053	​	​	80,024	​	​	77,668	​	​	89,974	​
Acquired OREO and other nonperforming assets	​	​	3,804	​	​	4,777	​	​	11,292	​	​	11,568	​	​	12,904	​
Total acquired nonperforming assets	​	​	68,476	​	​	73,830	​	​	91,316	​	​	89,236	​	​	102,878	​
Total nonperforming assets	​	$	94,369	​	$	91,149	​	$	113,004	​	$	119,095	​	$	126,166	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended														​
​	​	Sep. 30,		​	Jun. 30,		​	Mar. 31,		​	Dec. 31,		​	Sep. 30,		​
​	​	2021		​	2021		​	2021		​	2020		​	2020		​
ASSET QUALITY RATIOS:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Allowance for credit losses as a percentage of loans	​	​	1.32%	​	​	1.46%	​	​	1.66%	​	​	1.85%	​	​	1.74%	​
Allowance for credit losses as a percentage of loans, excluding PPP loans	​	​	1.35%	​	​	1.54%	​	​	1.80%	​	​	2.01%	​	​	1.92%	​
Allowance for credit losses as a percentage of nonperforming loans	​	​	348.27%	​	​	408.98%	​	​	402.20%	​	​	428.04%	​	​	391.47%	​
Net (recoveries) charge-offs as a percentage of average loans (annualized)	​	​	0.00%	​	​	0.03%	​	​	(0.00)%	​	​	0.01%	​	​	0.01%	​
Total nonperforming assets as a percentage of total assets	​	​	0.23%	​	​	0.23%	​	​	0.28%	​	​	0.32%	​	​	0.33%	​
Nonperforming loans as a percentage of period end loans	​	​	0.38%	​	​	0.36%	​	​	0.41%	​	​	0.43%	​	​	0.45%	​

​

Current Expected Credit Losses (“CECL”)

Below is a table showing the roll forward of the ACL and UFC for the third quarter of 2021:

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Allowance for Credit Losses ("ACL & UFC")											​
​	​	NonPCD ACL		​	PCD ACL		​	Total		​	UFC		​
Ending Balance 6/30/2021	​	$	245,368	​	$	105,033	​	$	350,401	​	$	30,981	​
Charge offs	​	​	(2,722)	​	​	—	​	​	(2,722)	​	​	—	​
Acquired charge offs	​	​	(558)	​	​	(567)	​	​	(1,125)	​	​	—	​
Recoveries	​	​	1,512	​	​	—	​	​	1,512	​	​	—	​
Acquired recoveries	​	​	540	​	​	1,749	​	​	2,289	​	​	—	​
Provision for credit losses	​	​	(22,759)	​	​	(13,452)	​	​	(36,211)	​	​	(2,692)	​
Ending balance 9/30/2021	​	$	221,381	​	$	92,763	​	$	314,144	​	$	28,289	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Period end loans (includes PPP Loans)	​	$	21,533,075	​	$	2,255,874	​	$	23,788,949	​	​	N/A	​
Reserve to Loans (includes PPP Loans)	​	​	1.03%	​	​	4.11%	​	​	1.32%	​	​	N/A	​
Period end loans (excludes PPP Loans)	​	$	21,031,869	​	$	2,255,874	​	$	23,287,743	​	​	N/A	​
Reserve to Loans (excludes PPP Loans)	​	​	1.05%	​	​	4.11%	​	​	1.35%	​	​	N/A	​
Unfunded commitments (off balance sheet) *	​	​	​	​	​	​	​	​	​	​	$	5,497,678	​
Reserve to unfunded commitments (off balance sheet)	​	​	​	​	​	​	​	​	​	​	​	0.51%	​

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

Conference Call

​

The Company will host a conference call to discuss its third quarter results at 10:00 a.m. Eastern Time on October 28, 2021.  Management from Atlantic Capital Bancshares, Inc. will participate in this call to provide some commentary on its financial results for the quarter.  Callers wishing to participate may call toll-free by dialing 844-200-6205.  The number for international participants is (929) 526-1599.  The conference ID number is 311263.   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 October 28, 2021 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.

​

​

8

​

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.  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 in thousands)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
PRE-PROVISION NET REVENUE ("PPNR") (NON-GAAP)	​	Sep. 30, 2021		​	​	Jun. 30, 2021		​	​	Mar. 31, 2021		​	​	Dec. 31, 2020		​	​	Sep 30, 2020		​
Net income (GAAP)	​	$	122,788	​	​	$	98,960	​	​	$	146,949	​	​	$	86,236	​	​	$	95,221	​
(Recovery) provision for credit losses	​	​	(38,903)	​	​	​	(58,793)	​	​	​	(58,420)	​	​	​	18,185	​	​	​	29,797	​
Tax provision (benefit)	​	​	30,821	​	​	​	28,600	​	​	​	41,043	​	​	​	(19,401)	​	​	​	23,233	​
Merger-related costs	​	​	17,618	​	​	​	32,970	​	​	​	10,009	​	​	​	19,836	​	​	​	21,662	​
Extinguishment of debt costs	​	​	—	​	​	​	11,706	​	​	​	—	​	​	​	—	​	​	​	—	​
Securities gains	​	​	(64)	​	​	​	(36)	​	​	​	—	​	​	​	(35)	​	​	​	(15)	​
FHLB advance prepayment cost	​	​	—	​	​	​	—	​	​	​	—	​	​	​	56	​	​	​	—	​
Swap termination cost	​	​	—	​	​	​	—	​	​	​	—	​	​	​	38,787	​	​	​	—	​
Pre-provision net revenue (PPNR) (Non-GAAP)	​	$	132,260	​	​	$	113,407	​	​	$	139,581	​	​	$	143,664	​	​	$	169,898	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average asset balance (GAAP)	​	$	40,593,766	​	​	$	39,832,752	​	​	$	38,245,410	​	​	$	38,027,111	​	​	$	37,865,217	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
PPNR ROAA	​	​	1.29	%	​	​	1.14	%	​	​	1.48	%	​	​	1.50	%	​	​	1.79	%

​

​

​

​

9

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended																		​	​	Nine Months Ended						​
(Dollars in thousands, except per share data)	​	Sep. 30,		​	​	Jun. 30,		​	​	Mar. 31,		​	​	Dec. 31,		​	​	Sep. 30,		​	​	Sep. 30,		​	​	Sep. 30,		​
RECONCILIATION OF GAAP TO NON-GAAP	​	2021		​	​	2021		​	​	2021		​	​	2020		​	​	2020		​	​	2021		​	​	2020		​
Adjusted Net Income (non-GAAP) (2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (GAAP)	​	$	122,788	​	​	$	98,960	​	​	$	146,949	​	​	$	86,236	​	​	$	95,221	​	​	$	368,697	​	​	$	34,396	​
Securities gains, net of tax	​	​	(51)	​	​	​	(28)	​	​	​	—	​	​	​	(29)	​	​	​	(12)	​	​	​	(79)	​	​	​	(12)	​
PCL - NonPCD loans & unfunded commitments	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	92,212	​
Swap termination expense, net of tax	​	​	—	​	​	​	—	​	​	​	—	​	​	​	31,784	​	​	​	—	​	​	​	—	​	​	​	—	​
Benefit for income taxes - carryback tax loss	​	​	—	​	​	​	—	​	​	​	—	​	​	​	(31,468)	​	​	​	—	​	​	​	—	​	​	​	—	​
FHLB prepayment penalty, net of tax	​	​	—	​	​	​	—	​	​	​	—	​	​	​	46	​	​	​	—	​	​	​	—	​	​	​	154	​
Merger and branch consolidation/acq. expense, net of tax	​	​	14,083	​	​	​	25,578	​	​	​	7,824	​	​	​	16,255	​	​	​	17,413	​	​	​	47,485	​	​	​	52,114	​
Extinguishment of debt cost, net of tax	​	​	—	​	​	​	9,081	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	9,081	​	​	​	—	​
Adjusted net income (non-GAAP)	​	$	136,820	​	​	$	133,591	​	​	$	154,773	​	​	$	102,824	​	​	$	112,622	​	​	$	425,184	​	​	$	178,864	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Net Income per Common Share - Basic (2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share - Basic (GAAP)	​	$	1.75	​	​	$	1.40	​	​	$	2.07	​	​	$	1.22	​	​	$	1.34	​	​	$	5.22	​	​	$	0.70	​
Effect to adjust for securities gains	​	​	(0.00)	​	​	​	(0.00)	​	​	​	—	​	​	​	(0.00)	​	​	​	(0.00)	​	​	​	(0.00)	​	​	​	(0.00)	​
Effect to adjust for PCL - NonPCD loans & unfunded commitments	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	1.87	​
Effect to adjust for swap termination expense, net of tax	​	​	—	​	​	​	—	​	​	​	—	​	​	​	0.45	​	​	​	—	​	​	​	—	​	​	​	—	​
Effect to adjust for benefit for income taxes - carryback tax loss	​	​	—	​	​	​	—	​	​	​	—	​	​	​	(0.44)	​	​	​	—	​	​	​	—	​	​	​	—	​
Effect to adjust for FHLB prepayment penalty, net of tax	​	​	—	​	​	​	—	​	​	​	—	​	​	​	0.00	​	​	​	—	​	​	​	—	​	​	​	0.00	​
Effect to adjust for merger & branch consol./acq expenses, net of tax	​	​	0.20	​	​	​	0.36	​	​	​	0.11	​	​	​	0.23	​	​	​	0.25	​	​	​	0.67	​	​	​	1.06	​
Effect to adjust for extinguishment of debt cost	​	​	—	​	​	​	0.13	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	0.13	​	​	​	—	​
Adjusted net income per common share - Basic (non-GAAP)	​	$	1.95	​	​	$	1.89	​	​	$	2.18	​	​	$	1.45	​	​	$	1.59	​	​	$	6.02	​	​	$	3.62	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Net Income per Common Share - Diluted (2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share - Diluted (GAAP)	​	$	1.74	​	​	$	1.39	​	​	$	2.06	​	​	$	1.21	​	​	$	1.34	​	​	$	5.19	​	​	$	0.69	​
Effect to adjust for securities gains	​	​	(0.00)	​	​	​	(0.00)	​	​	​	—	​	​	​	(0.00)	​	​	​	(0.00)	​	​	​	(0.00)	​	​	​	(0.00)	​
Effect to adjust for PCL - NonPCD loans & unfunded commitments	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	1.86	​
Effect to adjust for swap termination expense, net of tax	​	​	—	​	​	​	—	​	​	​	—	​	​	​	0.45	​	​	​	—	​	​	​	—	​	​	​	—	​
Effect to adjust for benefit for income taxes - carryback tax loss	​	​	—	​	​	​	—	​	​	​	—	​	​	​	(0.44)	​	​	​	—	​	​	​	—	​	​	​	—	​
Effect to adjust for FHLB prepayment penalty, net of tax	​	​	—	​	​	​	—	​	​	​	—	​	​	​	0.00	​	​	​	—	​	​	​	—	​	​	​	0.00	​
Effect to adjust for merger & branch consol./acq expenses, net of tax	​	​	0.20	​	​	​	0.35	​	​	​	0.11	​	​	​	0.23	​	​	​	0.24	​	​	​	0.66	​	​	​	1.06	​
Effect to adjust for extinguishment of debt cost	​	​	—	​	​	​	0.13	​	​	​	—	​	​	​	—	​	​	​	—	​	​	​	0.13	​	​	​	—	​
Adjusted net income per common share - Diluted (non-GAAP)	​	$	1.94	​	​	$	1.87	​	​	$	2.17	​	​	$	1.44	​	​	$	1.58	​	​	$	5.98	​	​	$	3.60	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Return on Average Assets (2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on average assets (GAAP)	​	​	1.20	%	​	​	1.00	%	​	​	1.56	%	​	​	0.90	%	​	​	1.00	%	​	​	1.25	%	​	​	0.18	%
Effect to adjust for securities gains	​	​	(0.00)	%	​	​	(0.00)	%	​	​	—	%	​	​	(0.00)	%	​	​	(0.00)	%	​	​	(0.00)	%	​	​	(0.00)	%
Effect to adjust for PCL - NonPCD loans & unfunded commitments	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	0.48	%
Effect to adjust for swap termination expense	​	​	—	%	​	​	—	%	​	​	—	%	​	​	0.33	%	​	​	—	%	​	​	—	%	​	​	—	%
Effect to adjust for benefit for income taxes - carryback tax loss	​	​	—	%	​	​	—	%	​	​	—	%	​	​	(0.33)	%	​	​	—	%	​	​	—	%	​	​	—	%
Effect to adjust for FHLB prepayment penalty, net of tax	​	​	—	%	​	​	—	%	​	​	—	%	​	​	0.00	%	​	​	—	%	​	​	—	%	​	​	0.00	%
Effect to adjust for merger & branch consol./acq expenses, net of tax	​	​	0.14	%	​	​	0.26	%	​	​	0.08	%	​	​	0.18	%	​	​	0.18	%	​	​	0.16	%	​	​	0.27	%
Effect to adjust for extinguishment of debt cost	​	​	—	%	​	​	0.09	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	0.03	%	​	​	—	%
Adjusted return on average assets (non-GAAP)	​	​	1.34	%	​	​	1.35	%	​	​	1.64	%	​	​	1.08	%	​	​	1.18	%	​	​	1.44	%	​	​	0.93	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Return on Average Equity (2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on average equity (GAAP)	​	​	10.21	%	​	​	8.38	%	​	​	12.71	%	​	​	7.45	%	​	​	8.31	%	​	​	10.41	%	​	​	1.41	%
Effect to adjust for securities gains	​	​	(0.00)	%	​	​	(0.00)	%	​	​	—	%	​	​	(0.00)	%	​	​	(0.00)	%	​	​	(0.00)	%	​	​	(0.00)	%
Effect to adjust for PCL - NonPCD loans & unfunded commitments	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	3.77	%
Effect to adjust for swap termination expense	​	​	—	%	​	​	—	%	​	​	—	%	​	​	2.74	%	​	​	—	%	​	​	—	%	​	​	—	%
Effect to adjust for benefit for income taxes - carryback tax loss	​	​	—	%	​	​	—	%	​	​	—	%	​	​	(2.72)	%	​	​	—	%	​	​	—	%	​	​	—	%
Effect to adjust for FHLB prepayment penalty, net of tax	​	​	—	%	​	​	—	%	​	​	—	%	​	​	(0.00)	%	​	​	—	%	​	​	—	%	​	​	0.01	%
Effect to adjust for merger & branch consol./acq expenses, net of tax	​	​	1.16	%	​	​	2.16	%	​	​	0.68	%	​	​	1.41	%	​	​	1.52	%	​	​	1.34	%	​	​	2.12	%
Effect to adjust for extinguishment of debt cost	​	​	—	%	​	​	0.77	%	​	​	—	%	​	​	—	%	​	​	—	​	​	​	0.26	%	​	​	—	%
Adjusted return on average equity (non-GAAP)	​	​	11.37	%	​	​	11.31	%	​	​	13.39	%	​	​	8.88	%	​	​	9.83	%	​	​	12.01	%	​	​	7.31	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Return on Average Common Tangible Equity (2) (3)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on average common equity (GAAP)	​	​	10.21	%	​	​	8.38	%	​	​	12.71	%	​	​	7.45	%	​	​	8.31	%	​	​	10.41	%	​	​	1.41	%
Effect to adjust for securities gains	​	​	(0.00)	%	​	​	(0.00)	%	​	​	—	%	​	​	(0.00)	%	​	​	(0.00)	%	​	​	(0.00)	%	​	​	(0.00)	%
Effect to adjust for PCL - NonPCD loans & unfunded commitments	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	3.77	%
Effect to adjust for swap termination expense	​	​	—	%	​	​	—	%	​	​	—	%	​	​	2.74	%	​	​	—	%	​	​	—	%	​	​	—	%
Effect to adjust for benefit for income taxes - carryback tax loss	​	​	—	%	​	​	—	%	​	​	—	%	​	​	(2.72)	%	​	​	—	%	​	​	—	%	​	​	—	%
Effect to adjust for FHLB prepayment penalty, net of tax	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	—	%	​	​	0.01	%
Effect to adjust for merger & branch consol./acq expenses, net of tax	​	​	1.17	%	​	​	2.16	%	​	​	0.68	%	​	​	1.40	%	​	​	1.52	%	​	​	1.34	%	​	​	2.13	%
Effect to adjust for extinguishment of debt cost	​	​	—	%	​	​	0.77	%	​	​	—	%	​	​	—	%	​	​	—	​	​	​	0.26	%	​	​	—	%
Effect to adjust for intangible assets	​	​	7.30	%	​	​	7.43	%	​	​	8.85	%	​	​	6.48	%	​	​	7.31	%	​	​	7.84	%	​	​	6.26	%
Adjusted return on average common tangible equity (non-GAAP)	​	​	18.68	%	​	​	18.74	%	​	​	22.24	%	​	​	15.35	%	​	​	17.14	%	​	​	19.85	%	​	​	13.58	%

​

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10

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended																		​	​	Nine Months Ended						​
(Dollars in thousands, except per share data)	​	Sep. 30,		​	​	Jun. 30,		​	​	Mar. 31,		​	​	Dec. 31,		​	​	Sep. 30,		​	​	Sep. 30,		​	​	Sep. 30,		​
RECONCILIATION OF GAAP TO NON-GAAP	​	2021		​	​	2021		​	​	2021		​	​	2020		​	​	2020		​	​	2021		​	​	2020		​
Adjusted Efficiency Ratio (4)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Efficiency ratio	​	​	64.22	%	​	​	76.28	%	​	​	61.06	%	​	​	73.59	%	​	​	58.91	%	​	​	66.99	%	​	​	64.60	%
Effect to adjust for merger and branch consolidation related expenses	​	​	(5.06)	%	​	​	(13.38)	%	​	​	(2.79)	%	​	​	(16.07)	%	​	​	(5.61)	%	​	​	(6.94)	%	​	​	(8.52)	%
Adjusted efficiency ratio	​	​	59.16	%	​	​	62.88	%	​	​	58.26	%	​	​	57.52	%	​	​	53.30	%	​	​	60.05	%	​	​	56.07	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tangible Book Value Per Common Share (3)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Book value per common share (GAAP)	​	$	68.55	​	​	$	67.60	​	​	$	66.42	​	​	$	65.49	​	​	$	64.34	​	​	​	​	​	​	​	​	​
Effect to adjust for intangible assets	​	​	(24.57)	​	​	​	(24.53)	​	​	​	(24.40)	​	​	​	(24.33)	​	​	​	(24.51)	​	​	​	​	​	​	​	​	​
Tangible book value per common share (non-GAAP)	​	$	43.98	​	​	$	43.07	​	​	$	42.02	​	​	$	41.16	​	​	$	39.83	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tangible Equity-to-Tangible Assets (3)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Equity-to-assets (GAAP)	​	​	11.72	%	​	​	11.78	%	​	​	11.88	%	​	​	12.30	%	​	​	12.07	%	​	​	​	​	​	​	​	​
Effect to adjust for intangible assets	​	​	(3.87)	%	​	​	(3.94)	%	​	​	(4.02)	%	​	​	(4.20)	%	​	​	(4.24)	%	​	​	​	​	​	​	​	​
Tangible equity-to-tangible assets (non-GAAP)	​	​	7.85	%	​	​	7.84	%	​	​	7.86	%	​	​	8.10	%	​	​	7.83	%	​	​	​	​	​	​	​	​

Certain prior period information has been reclassified to conform to the current period presentation, and these reclassifications had no impact on net income or equity as previously reported.

Footnotes to tables:

(1)	Includes loan accretion (interest) income related to the discount on acquired loans of $5.2 million, $6.3 million, $10.4 million, $12.7 million, and $22.4 million, respectively, during the five quarters above.
(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, FHLB Advances prepayment penalty, initial provision for credit losses on non-PCD loans and unfunded commitments, income tax benefit related to the carryback of tax losses under the CARES Act, swap termination expense, extinguishment of debt cost and merger and branch consolidation related expense.  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 and branch consolidation related expense of $17.6 million, $33.0 million, $10.0 million, $19.8 million, and $21.7 million for the quarters ended September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020, respectively; (b) net securities gains of $64,000, $36,000, $35,000 and $15,000 for the quarters ended September 30, 2021, June 30, 2021, December 31, 2020 and September 30, 2020, respectively; (c) FHLB prepayment penalty of $56,000 for the quarter ended December 31, 2020; and (d) swap termination expense of $38.8 million for the quarter ended December 31, 2020; (e) tax carryback losses under the CARES Act of $31.5 million for the quarter ended December 31, 2020.
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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 Non-GAAP to GAAP" provide tables that reconcile non-GAAP measures to GAAP.
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(4)	Adjusted efficiency ratio is calculated by taking the noninterest expense excluding swap termination expense, branch consolidation cost and merger cost, extinguishment of debt cost, tax carryback losses under the CARES Act, amortization of intangible assets, and the FHLB prepayment penalty divided by net interest income and noninterest income excluding securities gains (losses). The pre-tax amortization expenses of intangible assets were $8.5 million, $9.0 million, $9.2 million, $9.8 million, and $9.6 million, for the quarters ended September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020, and September 30, 2020, 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)	September 30, 2021 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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Cautionary Statement Regarding Forward Looking Statements

Statements included in this communication, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and SouthState. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. SouthState cautions readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following: (1) economic downturn risk, potentially resulting in deterioration in the credit markets, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential continued negative economic developments resulting from the Covid19 pandemic, or from federal spending cuts and/or one or more federal budget-related impasses or actions; (2) interest rate risk primarily resulting from the low interest rate environment and historically low yield curve primarily due to government programs in place under the CARES Act and otherwise in response to the Covid19 pandemic, and their impact on the Bank’s earnings, including from the correspondent and mortgage divisions, housing demand, the market value of the bank’s loan and securities portfolios, and the market value of SouthState’s equity; (3) risks related to the merger and integration of SouthState and CSFL including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) 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, (iii) the amount of the costs, fees, expenses and charges related to the merger, (iv) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (3) risks related to the merger and integration of SouthState and Atlantic Capital including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (iv) 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, (v) the failure to obtain the necessary approvals by the shareholders of SouthState or Atlantic Capital, (vi) the amount of the costs, fees, expenses and charges related to the merger, (vii) the ability by each of SouthState and Atlantic Capital to obtain required governmental approvals of the merger (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),  (viii) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (ix) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (x) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xi) the dilution caused by SouthState’s issuance of additional shares of its common stock in the merger, (xii) general competitive, economic, political and market conditions, and (xiii) other factors that may affect future results of Atlantic Capital 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 Board of Governors of the Federal Reserve System and Office of the Comptroller of the Currency and legislative and regulatory actions and reforms (4) risks relating to the continued impact of the Covid19 pandemic on the company, including possible impact to the company and its employees from contacting Covid19, and to efficiencies and the control environment due to the continued work from home environment and to our results of operations due to government stimulus and other interventions to blunt the impact of the pandemic; (5) the impact of increasing digitization of the banking industry and movement of customers to on-line platforms, and the possible impact on the Bank’s results of operations, customer base, expenses, suppliers and operations; (6) controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures; (7) potential deterioration in real estate values; (8) the impact of competition with other financial institutions, including pricing pressures (including those resulting from the CARES Act) and the resulting impact, including as a result of compression to net interest margin; (9) risks relating to the ability to retain our culture and attract and retain qualified people; (10) credit risks associated with an obligor’s failure to meet the terms of any contract with the bank or otherwise fail to perform as agreed under the terms of any loan-related document; (11) risks related to the ability of the company to pursue its strategic plans which depend upon certain growth goals in our lines of business; (12) liquidity risk affecting the Bank’s ability to meet its obligations when they come due; (13) risks associated with an anticipated increase in SouthState’s investment securities portfolio, including risks associated with acquiring and holding investment securities or potentially determining that the amount of investment securities SouthState desires to acquire are not available on terms acceptable to SouthState; (14) price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios; (15) transaction risk arising from problems with service or product delivery; (16) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards; (17) regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation, the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums and including the impact of the CARES Act, the Consumer Financial Protection Bureau regulations, and the possibility of changes in accounting standards, policies, principles and practices, including changes in accounting principles relating to loan loss recognition (CECL); (18) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (19) reputation risk that adversely affects earnings or capital arising from negative public opinion; (20) cybersecurity risk related to the dependence of SouthState on internal computer systems and the technology of outside service providers, as well as the potential impacts of internal or external security breaches, which may subject the company to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events; (21) reputational and operational risks associated with environment, social and governance matters; (22) greater than expected noninterest expenses; (23) excessive loan losses; (24) potential deposit attrition, higher than expected costs, customer loss and business disruption associated with the Atlantic Capital integration, and potential difficulties in maintaining

12

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relationships with key personnel; (25) the risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState; (26) the payment of dividends on SouthState common stock, which is subject to legal and regulatory limitations as well as the discretion of the board of directors of SouthState, SouthState’s performance and other factors; (27) ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company; (28) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisition, whether involving stock or cash consideration; (29) major catastrophes such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including the ongoing Covid19 pandemic, and the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on SouthState and its customers and other constituencies; (30) terrorist activities risk that results in loss of consumer confidence and economic disruptions; (31) risks related to the proposed merger of SouthState and Atlantic Capital, including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (iv) 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, (v) the failure to obtain the necessary approvals by the shareholders of SouthState or Atlantic Capital, (vi) the amount of the costs, fees, expenses and charges related to the merger, (vii) the ability by each of SouthState and Atlantic Capital to obtain required governmental approvals of the merger (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), (viii) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (ix) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (x) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xi) the dilution caused by SouthState’s issuance of additional shares of its common stock in the merger, (xii) general competitive, economic, political and market conditions, and (xiii) other factors that may affect future results of Atlantic Capital and SouthState including changes in asset quality and credit risk, and (32) other factors that may affect future results of SouthState, as disclosed in SouthState’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by SouthState with the U.S. Securities and Exchange Commission (“SEC”) and available on the SEC’s website at http://www.sec.gov, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.

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All forward-looking statements speak only as of the date they are made and are based on information available at that time. SouthState does not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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Exhibit 99.2

Earnings Call 3Q 2021<br>Thursday, October 28, 2021<br>Exhibit 99.2
DISCLAIMER<br>2<br>Statements included in this communication, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act<br>of 1934. Forward-looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and SouthState. Words and phrases such as “may,” “approximately,” “continue,”<br>“should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.<br>South State cautions readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially<br>from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following: (1) economic downturn risk, potentially resulting in deterioration in the credit markets, greater than expected noninterest expenses, excessive loan losses and other negative<br>consequences, which risks could be exacerbated by potential continued negative economic developments resulting from the Covid19 pandemic, or from federal spending cuts and/or one or more federal budget-related impasses or actions; (2) interest rate risk primarily resulting from the<br>low interest rate environment and historically low yield curve primarily due to government programs in place under the CARES Act and otherwise in response to the Covid19 pandemic, and their impact on the Bank’s earnings, including from the correspondent and mortgage divisions,<br>housing demand, the market value of the bank’s loan and securities portfolios, and the market value of SouthState’s equity; (3) risks related to the merger and integration of SouthState and CSFL including, among others, (i) the risk that the cost savings and any revenue synergies from the<br>merger may not be fully realized or may take longer than anticipated to be realized, (ii) 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<br>party’s businesses into the other’s businesses, (iii) the amount of the costs, fees, expenses and charges related to the merger, (iv) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (3) risks related to the merger<br>and integration of SouthState and Atlantic Capital including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) disruption to the parties’ businesses as a result of the<br>announcement and pendency of the merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (iv) the risk that the integration of each party’s operations will be materially delayed or will be more costly or<br>difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses, (v) the failure to obtain the necessary approvals by the shareholders of South State or Atlantic Capital, (vi) the amount of the costs, fees, expenses<br>and charges related to the merger, (vii) the ability by each of SouthState and Atlantic Capital to obtain required governmental approvals of the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the<br>expected benefits of the transaction), (viii) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (ix) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing<br>the merger, (x) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xi) the dilution caused by South State’s issuance of additional shares of its common stock in the merger, (xii) general competitive,<br>economic, political and market conditions, and (xiii) other factors that may affect future results of Atlantic Capital 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;<br>customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of the Federal Reserve System and Office of the Comptroller of the Currency and<br>legislative and regulatory actions and reforms (4) risks relating to the continued impact of the Covid19 pandemic on the company, including possible impact to the company and its employees from contacting Covid19, and to efficiencies and the control environment due to the continued<br>work from home environment and to our results of operations due to government stimulus and other interventions to blunt the impact of the pandemic; (5) the impact of increasing digitization of the banking industry and movement of customers to on-line platforms, and the possible<br>impact on the Bank’s results of operations, customer base, expenses, suppliers and operations; (6) controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures; (7)<br>potential deterioration in real estate values; (8) the impact of competition with other financial institutions, including pricing pressures (including those resulting from the CARES Act) and the resulting impact, including as a result of compression to net interest margin; (9) risks relating to the<br>ability to retain our culture and attract and retain qualified people; (10) credit risks associated with an obligor’s failure to meet the terms of any contract with the bank or otherwise fail to perform as agreed under the terms of any loan-related document; (11) risks related to the ability of the<br>company to pursue its strategic plans which depend upon certain growth goals in our lines of business; (12) liquidity risk affecting the Bank’s ability to meet its obligations when they come due; (13) risks associated with an anticipated increase in SouthState’s investment securities<br>portfolio, including risks associated with acquiring and holding investment securities or potentially determining that the amount of investment securities SouthState desires to acquire are not available on terms acceptable to SouthState; (14) price risk focusing on changes in market factors<br>that may affect the value of traded instruments in “mark-to-market” portfolios; (15) transaction risk arising from problems with service or product delivery; (16) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations,<br>prescribed practices, or ethical standards; (17) regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation, the possibility that regulatory agencies may require higher levels of capital above<br>the current regulatory-mandated minimums and including the impact of the CARES Act, the Consumer Financial Protection Bureau regulations, and the possibility of changes in accounting standards, policies, principles and practices, including changes in accounting principles relating to<br>loan loss recognition (CECL); (18) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (19) reputation risk that adversely affects earnings or capital arising from negative public opinion; (20) cybersecurity risk related to the dependence<br>of SouthState on internal computer systems and the technology of outside service providers, as well as the potential impacts of internal or external security breaches, which may subject the company to potential business disruptions or financial losses resulting from deliberate attacks or<br>unintentional events; (21) reputational and operational risks associated with environment, social and governance matters; (22) greater than expected noninterest expenses; (23) excessive loan losses; (24) potential deposit attrition, higher than expected costs, customer loss and business<br>disruption associated with the Atlantic Capital integration, and potential difficulties in maintaining relationships with key personnel; (25) the risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState;<br>(26) the payment of dividends on SouthState common stock, which is subject to legal and regulatory limitations as well as the discretion of the board of directors of SouthState, SouthState’s performance and other factors; (27) ownership dilution risk associated with potential acquisitions<br>in which SouthState’s stock may be issued as consideration for an acquired company; (28) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisition, whether involving stock or<br>cash consideration; (29) major catastrophes such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including the ongoing Covid19 pandemic, and the related disruption to local, regional and global economic activity<br>and financial markets, and the impact that any of the foregoing may have on SouthState and its customers and other constituencies; (30) terrorist activities risk that results in loss of consumer confidence and economic disruptions; (31) risks related to the proposed merger of South State<br>and Atlantic Capital, including, among others, (i) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (ii) disruption to the parties’ businesses as a result of the announcement and pendency of<br>the merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (iv) 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<br>parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses, (v) the failure to obtain the necessary approvals by the shareholders of South State or Atlantic Capital, (vi) the amount of the costs, fees, expenses and charges related to the merger,<br>(vii) the ability by each of SouthState and Atlantic Capital to obtain required governmental approvals of the merger (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),<br>(viii) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (ix) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (x) the possibility that the<br>merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xi) the dilution caused by South State’s issuance of additional shares of its common stock in the merger, (xii) general competitive, economic, political and market conditions,<br>and (xiii) other factors that may affect future results of Atlantic Capital and SouthState including changes in asset quality and credit risk, and (32) other factors that may affect future results of SouthState, as disclosed in SouthState’s Annual Report on Form 10-K, Quarterly Reports on Form<br>10-Q, and Current Reports on Form 8-K, filed by SouthState with the U.S. Securities and Exchange Commission (“SEC”) and available on the SEC’s website at http://www.sec.gov, any of which could cause actual results to differ materially from future results expressed, implied or otherwise<br>anticipated by such forward-looking statements.<br>All forward-looking statements speak only as of the date they are made and are based on information available at that time. SouthState does not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events,<br>or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
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$34<br>Billion in deposits<br>$24<br>Billion in loans<br>$41<br>Billion in assets<br>$5.4<br>Billion market cap<br>(1) Financial metrics as of September 30, 2021; market cap as of October 26, 2021; pending Atlantic Capital Bancshares, Inc. (“ACBI”) merger excluded<br>SouthState Corporation<br>Overview of Franchise (1)<br>3<br>(281) 7 Greenwich Excellence Awards 2021<br>#1 in Florida<br>#2 in Georgia<br>#3 in South Carolina<br>Top<br>50<br>Forbes<br>100 Best<br>Banks in<br>America<br>2021
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DIVERSIFIED LINES OF BUSINESS<br>4<br>High-Growth Southeast Markets with National Line of Business Capabilities<br>Regional<br>• Commercial Banking<br>• Retail Banking<br>• Business Banking<br>• Treasury Management<br>• Mortgage<br>• Wealth<br>• SBA<br>• Correspondent Banking & Capital Markets<br>• Payroll & Payments / Fintech (1)<br>• Corporate Billing / Factoring<br>• Association Prime (HOA)<br>National<br>(1) Proforma basis, including pending ACBI merger<br>4
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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>5
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INVESTMENT THESIS<br>6<br>• True alternative to the largest banks with capital markets platform<br>and upgraded technology solutions<br>• High growth markets<br>• Low-cost core deposit base<br>• Diversified revenue streams<br>• Strong credit quality and disciplined underwriting<br>• Energetic and experienced management team with entrepreneurial<br>ownership culture
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Quarterly Results
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HIGHLIGHTS	LINKED QUARTER<br>Dollars in millions, except per share data<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-<br>tax amortization of intangibles to GAAP basis net income; other adjusted figures presented are also Non-GAAP financial measures that exclude the impact of branch consolidation and merger-related expenses,<br>securities gains or losses - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>8<br>2Q21 3Q21<br>GAAP<br>Net Income $ 99.0 $ 122.8<br>EPS (Diluted) $ 1.39 $ 1.74<br>Return on Average Assets 1.00 % 1.20 %<br>Non-GAAP*<br>Return on Average Tangible Common Equity 14.12 % 16.86 %<br>Non-GAAP, Adjusted*<br>Net Income $ 133.6 $ 136.8<br>EPS (Diluted) $ 1.87 $ 1.94<br>Return on Average Assets 1.35 % 1.34 %<br>Return on Average Tangible Common Equity 18.74 % 18.68 %
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(1) Adjusted figures above exclude the impact of merger-related expenses; Core net interest income excluding loan accretion and net deferred fees on PPP is also a non-GAAP financial measure - See reconciliation<br>of GAAP to Non-GAAP measures in Appendix<br>(2) Adjusted PPNR and PPNR ROAA are Non-GAAP financial measures that exclude the impact of merger-related expenses and extinguishment of debt cost - See reconciliation of GAAP to Non-GAAP measures in<br>Appendix<br>9<br>• Reported & adjusted diluted Earnings per Share (“EPS”)(1) of $1.74 and $1.94, respectively<br>• Pre-Provision Net Revenue (“PPNR”)(2) of $132.3 million, a $18.9 million increase compared to 2Q<br>2021, or 1.29% PPNR ROAA(2)<br>• Loans, excluding PPP loans, increased $573.3 million, or 10.0% annualized<br>• Core net interest income (excluding loan accretion and net deferred fees on PPP) (non-GAAP)(1)<br>increased $5.8 million from prior quarter<br>• Noninterest income of $87.0 million, increased by $8.0 million compared to 2Q 2021 primarily due<br>to a $5.4 million increase in mortgage banking income and $2.2 million in deposit fee income<br>• Net loan charge-offs of $46 thousand, or 0.00% annualized; negative provision for credit losses of<br>$38.9 million<br>• Repurchased 485,491 shares during 3Q 2021 and approximately 120,000 shares in October 2021,<br>at a weighted average price of $74.71, bringing total 2021 repurchases to approximately 1.31<br>million shares<br>QUARTERLY HIGHLIGHTS	3Q 2021
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TANGIBLE BOOK VALUE PER SHARE (1)<br>(1) The tangible measure is a non-GAAP measure and excludes the effect of period end balances of intangible assets - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>$39.83<br>$41.16<br>$42.02<br>$43.07<br>$43.98<br>$38.00<br>$39.00<br>$40.00<br>$41.00<br>$42.00<br>$43.00<br>$44.00<br>$45.00<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>10
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NET INTEREST MARGIN<br>Dollars in millions<br>* Tax equivalent<br>** Accretion includes PPP loans deferred fees and loan discount accretion<br>Tax equivalent NIM is Non-GAAP financial measures - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>11<br>$239.4 $236.2 $231.2 $232.6 $238.4<br>$30.9 $29.3 $30.8 $20.5 $21.6<br>$270.3 $265.5 $262.0 $253.1 $260.0<br>3.22% 3.14% 3.12%<br>2.87% 2.86%<br>1.0%<br>1.5%<br>2.0%<br>2.5%<br>3.0%<br>3.5%<br> $-<br> $90<br> $180<br> $270<br> $360<br> $450<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in millions<br>Net Interest Income excld. Accretion** Accretion** Net Interest Income Net Interest Margin*
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LOAN PRODUCTION VS LOAN GROWTH<br>Dollars in millions<br>(1) Excludes loans held for sale and PPP; loan production indicates committed balance total; loan portfolio growth indicates quarter-over-quarter loan ending balance growth, excluding loans held for sale and PPP<br>* The combined historical information referred to in this presentation as the “Combined Business Basis” presented is based on the reported GAAP results of the Company and CenterState for the applicable<br>periods 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 that<br>would be required thereby. All Combined Business Basis financial information should be reviewed in connection the historical information of the Company and CenterState, as applicable.<br>** 1Q19 loan production excludes production from National Bank of Commerce (“NBC”); National Commerce Corporation, the holding company of NBC, was acquired by CenterState in 2Q 2019<br>12<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>$180 $82 $267 $153 $180<br>$(372) $(277) $(155) $(185)<br>$169 $573<br>-$500<br>$50<br>$600<br>$1,150<br>$1,700<br>$2,250<br>$2,800<br>1Q19* 2Q19* 3Q19* 4Q19* 1Q20* 2Q20* 3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in millions<br>Loan Production (1) Loan Portfolio Growth (1)
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QTD Production ($mm) $1,574 $1,404 $1,332<br>Refinance 40% 28% 30%<br>Purchase 60% 72% 70%<br>MORTGAGE BANKING DIVISION<br>(1) Includes pipeline, LHFS and MBS forwards<br>13<br>Highlights Quarterly Mortgage Production<br>Gain on Sale Margin<br>3Q20 2Q21 3Q21<br>Secondary Market<br>Gain on Sale, net $42,527 $20,544 $12,484<br>Fair Value Change(1) 3,702 (11,295) 1,640<br>Total Secondary Market Mortgage Income $46,229 $9,250 $14,124<br>MSR<br>Servicing Fee Income $2,546 $3,543 $3,781<br>Fair Value Change (753) (2,678) (2,344)<br>Total MSR-Related Income $1,793 $865 $1,437<br>Total Mortgage Banking Income $48,022 $10,115 $15,561<br>• Mortgage banking income of $15.6 million in 3Q<br>2021 compared to $10.1 million in 2Q 2021<br>• Secondary pipeline at 3Q 2021 of $410 million, as<br>compared to $403 million at 2Q 2021<br>4.11%<br>4.56% 4.33%<br>2.85%<br>3.13%<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Mortgage Banking Income ($mm)<br>43%<br>57%<br>2Q21<br>46% 54%<br>3Q21<br>28%<br>72%<br>3Q20 Portfolio<br>Secondary
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• Provides capital markets hedging (ARC), fixed income sales, international,<br>clearing and other services to over 1,000 financial institutions across the<br>country<br>CORRESPONDENT BANKING DIVISION<br>1,079 Financial Institution Clients<br>$26.4 $27.8 $28.7<br>$25.9 $25.2<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> $-<br> $5<br> $10<br> $15<br> $20<br> $25<br> $30<br> $35<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in millions<br>Correspondent Revenue Breakout<br>ARC Revenues FI Revenues Operational Revenues Total Revenue<br>14
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Interest Rate Sensitivity
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CASH & SECURITIES<br>Dollars in billions<br>* The combined historical information referred to in this presentation as the “Combined Business Basis” presented 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 that would<br>be required thereby. All Combined Business Basis financial information should be reviewed in connection the historical information of the Company and CenterState, as applicable, included in the Appendix to this<br>presentation.<br>16<br>$4.1 $4.4 $3.3 $3.7 $4.5 $5.3 $5.7 $6.4<br>$0.6<br>$2.0 $4.0 $4.1<br>$4.2<br>$5.6<br>$5.9 $5.7<br>$4.7B<br>$6.4B<br>$7.3B $7.8B<br>$8.7B<br>$10.9B<br>$11.6B $12.1B<br>1.80%<br>1.38%<br>0.69% 0.65%<br>0.86%<br>1.32%<br>1.59%<br>1.33%<br>0.0%<br>0.5%<br>1.0%<br>1.5%<br>2.0%<br>2.5%<br>3.0%<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> $10.0<br> $11.0<br> $12.0<br> $13.0<br>4Q19* 1Q20* 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in billions<br>Investments ($) Fed Funds & Int. Earning Cash ($) Avg. 10-Yr Treasury
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EXCESS LIQUIDITY PROVIDES SIGNIFICANT TAILWIND<br>(1) Source: S&P Global Market Intelligence; Peers as disclosed in the most recent SSB proxy statement; The 3Q21 averages are based on MRQs available as of 10/26/21<br>* The combined historical information referred to in this presentation as the “Combined Business Basis” presented is based on the reported GAAP results of the Company and CenterState for the applicable<br>periods 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 that<br>would be required thereby. All Combined Business Basis financial information should be reviewed in connection the historical information of the Company and CenterState, as applicable, included in the Appendix to<br>this presentation.<br>17<br>1.8%<br>5.8%<br>10.6% 10.9%<br>11.2%<br>14.1% 14.6%<br>13.9%<br>12.4% 12.4%<br>8.7%<br>9.9%<br>11.8%<br>13.3%<br>14.2%<br>15.7%<br>3.0%<br>3.2%<br>5.5% 5.5%<br>7.4%<br>8.8%<br>9.7% 9.5%<br>18.6% 18.8%<br>17.9% 18.4% 18.6% 19.3%<br>20.3%<br>19.1%<br>-1.0%<br>4.0%<br>9.0%<br>14.0%<br>19.0%<br>0%<br>4%<br>8%<br>12%<br>16%<br>20%<br>4Q19* 1Q20* 2Q20* 3Q20 4Q20 1Q21 2Q21 3Q21<br>Fed Funds & Interest Earning Cash / Assets Investments / Assets<br>Peer Avg. - Fed Funds & Interest Earning Cash / Assets (1) Peer Avg. - Investments / Assets (1)
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INTEREST RATE RISK PROFILE<br>30%<br>43%<br>15%<br>21%<br> $-<br> 5.0%<br> 10.0%<br> 15.0%<br> 20.0%<br> 25.0%<br> 30.0%<br> 35.0%<br> 40.0%<br> 45.0%<br> % Change in Normalized<br>Consensus Net Income Year 1<br> % Change in Normalized<br>Consensus Net Income Year 2<br>Static Balance Sheet Instantaneous Rate Shock<br>Up 200 Up 100<br>18<br>49.4% 49.4%<br>29.9%<br>41.4%<br>20.7%<br>9.2%<br>0.0%<br>10.0%<br>20.0%<br>30.0%<br>40.0%<br>50.0%<br>60.0%<br> Variable Equals 1 Month or Less Variable Equals 12 Months or Less<br>Loan Repricing Frequency (excluding PPP)<br>Fixed Variable Adjustable
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WELL- POSITIONED FOR HIGHER RATES – HISTORICAL DEPOSIT BETA*<br>* The combined historical information referred to in this presentation as the “Combined Business Basis” presented is based on the reported GAAP results of the Company and CenterState for the applicable<br>periods 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 that<br>would be required thereby. All Combined Business Basis financial information should be reviewed in connection the historical information of the Company and CenterState, as applicable.<br>19<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% 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%<br>2.40%<br>1.58%<br>1.37%<br>1.24% 1.12%<br>1.61%<br>1.94%<br>1.80% 1.81%<br>2.07%<br>2.53%<br>2.76% 2.80% 2.88%<br>2.47%<br>2.12%<br>0.0%<br>0.5%<br>1.0%<br>1.5%<br>2.0%<br>2.5%<br>3.0%<br>4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19<br>Cost of Deposits Average Fed Funds Rate Average 5-YR UST<br>4Q15 - 2Q19 SouthState total deposit beta<br>(including DDA) equal to 24%
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Balance Sheet Strength
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LOAN AND DEPOSIT TREND<br>$22.9 $22.7 $22.5 $22.7 $23.3<br>$2.3 $1.9 $1.9 $1.3 $0.5<br>$25.2B $24.6B $24.4B $24.0B $23.8B<br> $23.0B<br> $23.5B<br> $24.0B<br> $24.5B<br> $25.0B<br> $25.5B<br> $-<br> $10<br> $20<br> $30<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in billions<br>Loans(1)<br>Total Loans PPP<br>Dollars in billions<br>(1) Excludes loans held for sale<br>21<br>$9.7 $9.7 $10.8 $11.2 $11.4<br>$6.4 $7.0 $7.4 $7.7 $7.9<br>$10.0 $10.3<br>$10.8 $11.0 $11.3<br>$3.9 $3.7<br>$3.5 $3.3 $3.0 $30.0B $30.7B $32.4B $33.2B $33.6B<br> $-<br> $50,000,000.0B<br> $100,000,000.0B<br> $150,000,000.0B<br> $200,000,000.0B<br> $250,000,000.0B<br> $300,000,000.0B<br> $350,000,000.0B<br> $-<br> $10<br> $20<br> $30<br> $40<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in billions<br>Deposits<br>Noninterest-bearing Checking Interest-bearing Checking<br>MMA & Savings Time Deposits
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CDL (1)<br>9%<br>Investor CRE<br>(2)<br>31%<br>Owner-<br>Occupied CRE<br>21%<br>C&I<br>15%<br>Consumer RE<br>20%<br>Cons / Other<br>4%<br>TOTAL LOAN PORTFOLIO<br>22<br>Data as of September 30, 2021<br>Loan portfolio balances, average balances or percentage exclude loans held for sale and PPP loans<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>Loan Type No. of<br>Loans Balance Avg. Loan<br>Balance<br>Constr., Dev. & Land 5,587 $ 2.03B $ 363,800<br>Investor CRE 9,726 7.13B 733,200<br>Owner-Occupied CRE 8,317 4.99B 599,700<br>C & I 17,155 3.46B 201,600<br>Consumer RE 38,707 4.74B 122,300<br>Cons / Other 45,764 0.94B 20,600<br>Total 125,256 $ 23.29B $ 185,900<br>Loan Relationships<br>Top 10 Represents ~ 3% of total loans<br>Top 20 Represents ~ 5% of total loans<br>Loans by Type<br>Total Loans<br>$23.3 Billion
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57%<br>41%<br>34%<br>50%<br>9% 9%<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>Noninterest-<br>bearing<br>Checking<br>$11.4<br>Interest-<br>bearing<br>Checking<br>$7.9<br>Savings<br>$3.2<br>Money<br>Market<br>$8.1<br>Time<br>Deposits<br>$3.0<br>23<br>Data as of September 30, 2021<br>Dollars in billions<br>† Core deposits defined as non-time deposits<br>(1) Source: S&P Global Market Intelligence; 3Q21 MRQs available as of 10/26/21; Peers as disclosed<br>in the most recent SSB proxy statement<br>Total Deposits<br>$33.6 Billion<br>Commercial<br>66%<br>Retail<br>34%<br>Deposits by Type<br>Checking Accounts<br>(Noninterest & Interest-bearing)<br>• Total cost of deposits for 3Q21: 9 bps<br>• ~ 812 thousand checking accounts / ~1.2 million total<br>deposit accounts
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ASSET QUALITY METRICS<br>Dollars in millions, unless otherwise noted<br>(1) Excludes loans held for sale and PPP loans<br>0.01% 0.01% (0.00)% 0.03% 0.00%<br>-0.01%<br>0.16%<br>0.33%<br>0.50%<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Net Charge-Offs (Recoveries) to Loans<br>0.50% 0.48% 0.46% 0.38% 0.40%<br>0.0%<br>0.2%<br>0.4%<br>0.6%<br>0.8%<br>1.0%<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Nonperforming Assets to Loans & OREO<br>3.37% 3.28% 3.12% 2.92% 2.65%<br>2.08% 2.03% 1.84% 1.68% 1.48%<br>1.29% 1.25% 1.28% 1.24% 1.17%<br>0%<br>1%<br>2%<br>3%<br>4%<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Criticized & Classified Asset Trends<br>Combined Special Mention / Assets Substandard / Assets<br>24<br>4.1%<br>1.1% 0.8% 0.5% 0.1%<br>0.0%<br>1.0%<br>2.0%<br>3.0%<br>4.0%<br>5.0%<br> $-<br> $1,000<br> $2,000<br> $3,000<br> $4,000<br> $5,000<br> $6,000<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Loan Deferrals (1)
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CAPITAL RATIOS<br>(1) Preliminary<br>* The tangible measures are non-GAAP measures and exclude the effect of period end balance of intangible assets - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>25<br>2Q21 3Q21(1)<br>Tangible Common Equity* 7.8 % 7.8 %<br>Tier 1 Leverage 8.1 % 8.1 %<br>Tier 1 Common Equity 12.1 % 11.9 %<br>Tier 1 Risk-Based Capital 12.1 % 11.9 %<br>Total Risk-Based Capital 14.1 % 13.7 %<br>Bank CRE Concentration Ratio 229 % 236 %<br>Bank CDL Concentration Ratio 54 % 57 %
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Appendix
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PPNR(1) – BRIDGE FROM 2Q21 TO 3Q21<br>(1) Adjusted PPNR is a Non-GAAP financial measure that excludes the impact of merger-related expenses and extinguishment of debt cost - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>* Core NIM is also a non-GAAP financial measure that excludes PPP loans net deferred fees and loan discount accretion - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>27
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CURRENT & HISTORICAL 5- QTR PERFORMANCE<br>Total revenue and noninterest income are adjusted by securities gains or losses; Tax equivalent NIM, efficiency ratio and adjusted efficiency ratio are Non-GAAP financial measures; Adjusted Efficiency Ratio excludes<br>the impact of branch consolidation, merger-related expenses, securities gains or losses, extinguishment of debt cost, FHLB Advances prepayment penalty, swap termination expense, income tax benefit related to the<br>carryback of tax losses under the CARES Act and amortization expense on intangible assets, as applicable – See Current & Historical Efficiency Ratio and Net Interest Margin reconciliation in Appendix<br>28<br>3.22% 3.14% 3.12% 2.87% 2.86%<br>1.0%<br>1.5%<br>2.0%<br>2.5%<br>3.0%<br>3.5%<br>4.0%<br>4.5%<br> $200<br> $220<br> $240<br> $260<br> $280<br> $300<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in millions<br>Net Interest Margin (“NIM”)<br>NIM ($) NIM (%)<br>70% 73%<br>73% 76% 75%<br>30% 27% 27% 24% 25%<br>$385M $363M $358M $332M $347M<br>1.33%<br>0.0%<br>0.5%<br>1.0%<br>1.5%<br>2.0%<br>2.5%<br>3.0%<br>0%<br>20%<br>40%<br>60%<br>80%<br>100%<br>120%<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Revenue Composition<br>NIM / Revenue Noninterest Income / Revenue Avg. 10-year UST<br>Total<br>Revenue<br>$115 $98 $96 $79 $87<br>1.21%<br>1.03% 1.02%<br>0.80% 0.85%<br>0.4%<br>0.5%<br>0.6%<br>0.7%<br>0.8%<br>0.9%<br>1.0%<br>1.1%<br>1.2%<br>1.3%<br>1.4%<br> $-<br> $20<br> $40<br> $60<br> $80<br> $100<br> $120<br> $140<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>$ in millions<br>Noninterest Income<br>Noninterest Income Noninterest Income / Avg. Assets<br>59%<br>74% 61%<br>76% 64% 53% 58% 58% 63% 59%<br>0%<br>15%<br>30%<br>45%<br>60%<br>75%<br>90%<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Efficiency Ratio<br>Efficiency Ratio Adjusted Efficiency Ratio
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LOSS ABSORPTION CAPACITY	3Q 2021<br>Dollars in millions<br>(1) Excludes PPP loans and loan held for sale<br>(2) Includes mark on loans from CSFL and prior SSB acquisitions<br>29<br>3Q21 % of Total Loans (1)<br>Allowance for Credit Losses (“ACL”)<br>Non-PCD ACL $ 221.4<br>PCD ACL 92.7<br>Total ACL $ 314.1 1.35 %<br>Reserve for Unfunded Commitments<br>Reserve for unfunded commitments 28.3 0.12 %<br>Total ACL plus Reserve for Unfunded Commitments $ 342.4 1.47 %<br>Unrecognized Discount – Acquired Loans (2) 75.7 0.33 %<br>Loss Absorption Capacity $ 418.1 1.79 %<br>Total Loans Held for Investment (1) $ 23,288
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BRANCH OPTIMIZATION<br>85 Branches<br>Average Size $40M<br>420 Branches<br>Acquired Plus<br>12 DeNovo<br>Branches<br>236 Branches<br>Consolidated or<br>Sold<br>281 Branches<br>Average Size<br>$119M<br>~198% growth in deposits per branch<br>85 432 236 281<br>2009 …..……………..………..……....…………………………….. September 2021<br>30
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PPP UPDATE<br>31 31<br>• As of 3Q21, approximately 84%, or $2.7 billion of PPP loans have been forgiven by the SBA (1)<br>• In 3Q21, we recognized PPP deferred fees of $16.4 million<br>• Approximately $9.5 million of PPP fees remaining to recognize<br>• Average loan amount fully forgiven of $111 thousand<br>(1) The total forgiven dollar amount represents approved by the SBA and processed PPP loans<br>$525 $2,693<br> $- $400 $800 $1,200 $1,600 $2,000 $2,400 $2,800 $3,200 $3,600<br>PPP Totals ($ in millions)<br>Not Forgiven Forgiven
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NON- GAAP RECONCILIATIONS – CURRENT & HISTORICAL: EFFICIENCY RATIOS<br>& NET INTEREST MARGIN(UNAUDITED)<br>Dollars in thousands<br>(1) Non-recurring items include intangible assets’ amortization expenses for the adjusted efficiency ratios<br>32<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>SSB SSB SSB SSB SSB<br>Noninterest expense (GAAP) 236,887 $ 278,398 $ 228,711 $ 263,383 $ 232,290 $<br>Less: Amortization of intangible assets 9,560 9,760 9,164 8,968 8,543<br>Adjusted noninterest expense (non-GAAP) 227,327 $ 268,638 $ 219,547 $ 254,415 $ 223,747 $<br>Net interest income (GAAP) 270,348 $ 265,547 $ 261,998 $ 253,130 $ 259,986 $<br>Tax Equivalent ("TE") adjustments 734 1,662 1,286 1,424 1,477<br>Net interest income, TE (non-GAAP) 271,082 $ 267,209 $ 263,284 $ 254,554 $ 261,463 $<br>Noninterest income (GAAP) 114,790 $ 97,871 $ 96,285 $ 79,020 $ 87,010 $<br>Less: Gain (loss) on sale of securities 15 35 - 36 64<br>Adjusted noninterest income (non-GAAP) 114,775 $ 97,836 $ 96,285 $ 78,984 $ 86,946 $<br>Efficiency Ratio (Non-GAAP) 59% 74% 61% 76% 64%<br>Noninterest expense (GAAP) 236,887 $ 278,398 $ 228,711 $ 263,383 $ 232,290 $<br>Less: Non-recurring items(1) 31,222 68,439 19,173 53,644 26,161<br>Adjusted noninterest expense (non-GAAP) 205,665 $ 209,959 $ 209,538 $ 209,739 $ 206,129 $<br>Adjusted Efficiency Ratio (Non-GAAP) 53% 58% 58% 63% 59%<br>Average Interest-earning Assets 33,503,666 $ 33,853,006 $ 34,231,928 $ 35,631,605 $ 36,218,437 $<br>Net interest income, TE (non-GAAP) 271,082 267,209 263,284 254,554 261,463<br>Net Interest Margin (Non-GAAP) 3.22% 3.14% 3.12% 2.87% 2.86%
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NON- GAAP RECONCILIATIONS – CURRENT & HISTORICAL: INVESTMENTS, FED<br>FUNDS SOLD & INT. EARNING CASH(UNAUDITED)<br>Dollars in thousands<br>(1) Does not include purchase accounting adjustments<br>* The combined historical information referred to in this presentation as the “Combined Business Basis” presented 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 that would<br>be required thereby.<br>33<br>2Q20 3Q20 4Q20 1Q21 2Q21 3Q21<br>SSB CSFL Combined (1) SSB CSFL Combined (1) SSB SSB SSB SSB SSB SSB<br>Fed Funds & Interest Earning Cash 426,685 $ 163,890 $ 590,575 $ 1,003,257 $ 1,033,586 $ 2,036,843 $ 3,983,047 $ 4,127,250 $ 4,245,949 $ 5,581,581 $ 5,875,078 $ 5,701,002 $<br>Investments 2,005,171 2,094,614 4,099,785 2,034,189 2,342,822 4,377,011 3,271,148 3,747,128 4,446,657 5,267,271 5,719,031 6,433,631<br>Total Assets 15,921,092 $ 17,142,025 $ 33,063,117 $ 16,642,911 $ 18,596,292 $ 35,239,203 $ 37,725,356 $ 37,819,366 $ 37,789,873 $ 39,730,332 $ 40,375,869 $ 40,903,708 $<br>Fed Funds & Interest Earning Cash / Assets 1.8% 5.8% 10.6% 10.9% 11.2% 14.1% 14.6% 13.9%<br>Investments / Assets 12.4% 12.4% 8.7% 9.9% 11.8% 13.3% 14.2% 15.7%<br>Combined Business Basis*<br>4Q19 1Q20
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NON- GAAP RECONCILIATIONS – PPNR, ADJUSTED &<br>CORRESPONDENT & CAPITAL MARKETS INCOME (UNAUDITED)<br>Dollars in thousands<br>34<br>PPNR, Adjusted (Non-GAAP)<br>2Q21 3Q21<br>SSB SSB<br>Net interest income (GAAP) 253,130 $ 259,986 $<br>Plus:<br>Noninterest income 79,020 87,010<br>Less:<br>Gain on sale of securities 36 64<br>Total revenue, adjusted (non-GAAP) 332,114 $ 346,932 $<br>Less:<br>Noninterest expense 263,383 232,290<br>PPNR (Non-GAAP) 68,731 $ 114,642 $<br>Plus:<br>Non-recurring items 44,676 17,618<br>PPNR, Adjusted (Non-GAAP) 113,407 $ 132,260 $<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>SSB SSB SSB SSB SSB<br>ARC revenues 17,682 $ 19,446 $ 10,370 $ 9,433 $ 9,853 $<br>FI revenues 5,157 6,139 15,052 14,280 13,139<br>Operational revenues 3,593 2,166 3,326 2,164 2,172<br>Total Correspondent & Capital Market Income 26,432 $ 27,751 $ 28,748 $ 25,877 $ 25,164 $<br>Correspondent & Capital Market Income
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NON- GAAP RECONCILIATIONS – TANGIBLE BOOK VALUE /<br>SHARE & TANGIBLE COMMON EQUITY RATIO<br>Dollars in thousands, except for per share data<br>35<br>Tangible Book Value per Common Share<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Shareholders' common equity (excludes preferred stock) 4,563,413 $ 4,647,880 $ 4,719,820 $ 4,757,623 $ 4,792,941 $<br>Less: Intangible assets 1,738,161 1,726,534 1,733,619 1,726,211 1,717,669<br>Tangible shareholders' common equity (excludes preferred stock) 2,825,252 $ 2,921,346 $ 2,986,201 $ 3,031,412 $ 3,075,272 $<br>Common shares issued and outstanding 70,928,304 70,973,477 71,060,446 70,382,728 69,918,037<br>Tangible Book Value per Common Share (Non-GAAP) 39.83 $ 41.16 $ 42.02 $ 43.07 $ 43.98 $<br>Tangible Common Equity ("TCE") Ratio<br>2Q21 3Q21<br>Tangible common equity (non-GAAP) 3,031,412 $ 3,075,272 $<br>Total assets (GAAP) 40,375,869 40,903,708<br>Less:<br>Intangible assets 1,726,211 1,717,669<br>Tangible asset (non-GAAP) 38,649,658 $ 39,186,039 $<br>TCE Ratio (Non-GAAP) 7.8% 7.8%
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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>36<br>NON- GAAP RECONCILIATIONS – RETURN ON AVG. TANGIBLE<br>COMMON EQUITY & PPNR RETURN ON AVG. ASSETS<br>Return on Average Tangible Equity<br>2Q21 3Q21<br>Net income (GAAP) 98,960 $ 122,788 $<br>Plus:<br>Amortization of intangibles 8,968 8,543<br>Effective tax rate, excluding DTA write-off 22 % 20 %<br>Amortization of intangibles, net of tax 6,957 6,829<br>Net income plus after-tax amortization of intangibles (non-GAAP) 105,917 $ 129,617 $<br>Average shareholders' common equity, excluding preferred stock 4,739,241 $ 4,773,451 $<br>Less:<br>Average intangible assets 1,730,572 1,722,915<br>Average tangible common equity 3,008,669 $ 3,050,536 $<br> Return on Average Tangible Common Equity (Non-GAAP) 14.1% 16.9%<br>PPNR Return on Average Assets<br>2Q21 3Q21<br>PPNR, Adjusted (Non-GAAP) 113,407 $ 132,260 $<br>Average assets 39,832,752 40,593,766<br>PPNR ROAA 1.14% 1.29%
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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>37<br>Adjusted Net Income<br>2Q21 3Q21<br>Net income (GAAP) 98,960 $ 122,788 $<br>Plus:<br>Securities gains, net of tax (28) (51)<br>Merger and branch consolidation related expense, net of tax 25,578 14,083<br>Extinguishment of debt cost, net of tax 9,081 -<br>Adjusted Net Income (Non-GAAP) 133,591 $ 136,820 $<br>Adjusted EPS<br>2Q21 3Q21<br>Adjusted diluted weighted-average common shares 71,409 70,576<br>Adjusted net income (non-GAAP) 133,591 $ 136,820 $<br>Adjusted EPS, Diluted (Non-GAAP) 1.87 $ 1.94 $
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NON- GAAP RECONCILIATIONS – ADJUSTED RETURN ON AVG. ASSETS & AVG.<br>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>Dollars in thousands, except for per share data<br>38<br>Adjusted Return on Average Assets<br>2Q21 3Q21<br>Adjusted net income (non-GAAP) 133,591 $ 136,820 $<br>Total average assets 39,832,752 40,593,766<br>Adjusted Return on Average Assets (Non-GAAP) 1.35% 1.34%<br>Adjusted Return on Average Tangible Common Equity<br>2Q21 3Q21<br>Net operating earnings (non-GAAP) 133,591 $ 136,820 $<br>Plus:<br>Amortization of intangibles, net of tax 6,957 6,829<br>Net operating earnings plus after-tax amortization of intangibles (non-GAAP) 140,548 $ 143,649 $<br>Average tangible common equity 3,008,669 $ 3,050,536 $<br>Adjusted Return on Average Tangible Common Equity (Non-GAAP) 18.74% 18.68%
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NON- GAAP RECONCILIATIONS – NET INTEREST MARGIN & CORE NET<br>INTEREST INCOME (EXCLD. FMV & PPP ACCRETION)<br>Dollars in thousands<br>Dollars in thousands, except for per share data<br>39<br>Net Interest Margin - Tax Equivalent (Non-GAAP)<br>3Q20 4Q20 1Q21 2Q21 3Q21<br>Net interest income (GAAP) 270,348 $ 265,547 $ 261,998 $ 253,130 $ 259,986 $<br>Tax equivalent adjustments 734 1,662 1,286 1,424 1,477<br>Net interest income (tax equivalent) (Non-GAAP) 271,082 $ 267,209 $ 263,284 $ 254,554 $ 261,463 $<br>Average interest earning assets 33,503,666 $ 33,853,006 $ 34,231,928 $ 35,631,605 $ 36,218,437 $<br>Net Interest Margin - Tax Equivalent (Non-GAAP) 3.22% 3.14% 3.12% 2.87% 2.86%<br>Core Net Interest Margin excluding FMV & PPP Accretion (Non-GAAP)<br>2Q21 3Q21<br>Net interest income (GAAP) 253,130 $ 259,986 $<br>Less:<br>Total accretion on acquired loans 6,292 5,243<br>Deferred fees on PPP loans 14,232 16,369<br>Core Net Interest Margin excluding FMV & PPP Accretion (Non-GAAP) 232,606 $ 238,374 $
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