8-K
SouthState Bank Corp (SSB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2024
SOUTHSTATE CORP ORATION
(Exact name of registrant as specified in its charter)
| <br><br><br><br> | <br><br> | <br><br><br><br> |
|---|---|---|
| South Carolina<br><br>(State or Other Jurisdiction of<br><br>Incorporation) | 001-12669<br><br>(Commission File Number) | 57-0799315<br><br>(IRS Employer<br><br>Identification No.) |
| <br><br><br><br> | | <br><br> |
|---|---|---|
| 1101 First Street South, Suite 202<br><br>Winter Haven , FL<br><br>(Address of principal executive offices) | | 33880<br><br>(Zip Code) |
( 863 ) 293-4710
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | |
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $2.50 per share | SSB | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 7.01 | | | Other Events. |
On April 24, 2023, SouthState Corporation (the “Company” or “SouthState”) made available the presentation (“Presentation”) prepared for the Company’s Annual Shareholders’ meeting. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that Presentation.
The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 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.
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, inflation, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential negative economic developments resulting from federal spending cuts and/or one or more federal budget-related impasses or actions; (2) risks related to the ability of the Company to pursue its strategic plans which depend upon certain growth goals in our lines of business; (3) risks relating to the ability to retain our culture and attract and retain qualified people, which could be exacerbated by the continuing work from remote environment; (4) 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; (5) interest rate risk primarily resulting from our inability to effectively manage the risk, 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; (6) a decrease in our net interest income due to the interest rate environment; (7) liquidity risk affecting the Bank’s ability to meet its obligations when they come due; (8) unexpected outflows of uninsured deposits may require us to sell investment securities at a loss; (9) potential deterioration in real estate values; (10) the loss of value of our investment portfolio could negatively impact market perceptions of us and could lead to deposit withdrawals; (11) price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios; (12) transaction risk arising from problems with service or product delivery; (13) 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; (14) 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; (15) volatility in the financial services industry (including failures or rumors of failures of other depository institutions), along with actions taken by governmental agencies to address such turmoil, could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; (16) the impact of competition with other financial institutions, including deposit and loan pricing pressures and the resulting impact, including as a result of compression to net interest margin; (17) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards, and contractual obligations regarding data privacy and cybersecurity;
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(18) 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 special FDIC assessments, the Consumer Financial Protection Bureau regulations or other guidance, and the possibility of changes in accounting standards, policies, principles and practices; (19) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (20) reputation risk that adversely affects earnings or capital arising from negative public opinion including the effects of social media on market perceptions of us and banks generally; (21) 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; (22) reputational and operational risks associated with environment, social and governance (ESG) matters, including the impact of changes in federal and state laws, regulations and guidance relating to climate change; (23) excessive loan losses; (24) reputational risk and possible higher than estimated reduced revenue from previously announced or proposed regulatory changes in the Bank’s consumer programs and products; (25) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration; (26) catastrophic events such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including public health crises and infectious disease outbreaks, as well as any government actions in response to such events, 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; (27) geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market and consumer confidence; (28) the risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState; (29) 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; (30) ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company; and (31) 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.
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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| Item 9.01 | | | Financial Statements and Exhibits. |
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| (d) Exhibits. | | In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from the SEC’s web site at www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 under our SEC file number (001 12669). | ||||||||||||
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| Exhibit No. | Description of Exhibit<br><br><br><br> | | Incorporated by Reference | |||||||||||
| | | | | Form | | Commission File No. | | Exhibit | | Filing Date | | Filed<br><br>Herewith | ||
| | | | | | | | | | | | | | ||
| 99.1 | | Presentation for SouthState Corporation Annual Shareholders’ Meeting | | | | | | | | | | X | ||
| | | | | | | | | | | | | | ||
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | | | X | ||
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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.
| | | |
|---|---|---|
| SOUTHSTATE CORPORATION | ||
| | (Registrant) | |
| | | |
| | By: | /s/ William E. Matthews, V |
| | | William E. Matthews, V |
| | | Senior Executive Vice President and |
| | | Chief Financial Officer |
Dated: April 24, 2024
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Exhibit 99.1
| Annual Shareholders’ Meeting<br>Wednesday, April 24, 2024<br>Exhibit 99.1 |
|---|
| DISCLAIMER<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<br>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<br>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,”<br>“strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.<br>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,<br>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<br>markets, inflation, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential negative economic developments resulting from federal spending cuts<br>and/or one or more federal budget-related impasses or actions; (2) risks related to the ability of the Company to pursue its strategic plans which depend upon certain growth goals in our lines of business; (3) risks relating to the ability to<br>retain our culture and attract and retain qualified people, which could be exacerbated by the continuing work from remote environment; (4) credit risks associated with an obligor’s failure to meet the terms of any contract with the Bank<br>or otherwise fail to perform as agreed under the terms of any loan-related document; (5) interest rate risk primarily resulting from our inability to effectively manage the risk, and their impact on the Bank’s earnings, including from the<br>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; (6) a decrease in our net interest income due to the interest rate<br>environment; (7) liquidity risk affecting the Bank’s ability to meet its obligations when they come due; (8) unexpected outflows of uninsured deposits may require us to sell investment securities at a loss; (9) potential deterioration in real<br>estate values; (10) the loss of value of our investment portfolio could negatively impact market perceptions of us and could lead to deposit withdrawals; (11) price risk focusing on changes in market factors that may affect the value of<br>traded instruments in “mark-to-market” portfolios; (12) transaction risk arising from problems with service or product delivery; (13) the impact of increasing digitization of the banking industry and movement of customers to on-line<br>platforms, and the possible impact on the Bank’s results of operations, customer base, expenses, suppliers and operations; (14) controls and procedures risk, including the potential failure or circumvention of our controls and procedures<br>or failure to comply with regulations related to controls and procedures; (15) volatility in the financial services industry (including failures or rumors of failures of other depository institutions), along with actions taken by governmental<br>agencies to address such turmoil, could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; (16) the impact of competition with other financial institutions, including<br>deposit and loan pricing pressures and the resulting impact, including as a result of compression to net interest margin; (17) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws,<br>rules, regulations, prescribed practices, or ethical standards, and contractual obligations regarding data privacy and cybersecurity; (18) regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed<br>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 special FDIC<br>assessments, the Consumer Financial Protection Bureau regulations or other guidance, and the possibility of changes in accounting standards, policies, principles and practices; (19) strategic risk resulting from adverse business decisions<br>or improper implementation of business decisions; (20) reputation risk that adversely affects earnings or capital arising from negative public opinion including the effects of social media on market perceptions of us and banks generally;<br>(21) 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<br>the Company to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events; (22) reputational and operational risks associated with environment, social and governance (ESG) matters,<br>including the impact of changes in federal and state laws, regulations and guidance relating to climate change; (23) excessive loan losses; (24) reputational risk and possible higher than estimated reduced revenue from previously<br>announced or proposed regulatory changes in the Bank’s consumer programs and products; (25) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration<br>of potential future acquisitions, whether involving stock or cash consideration; (26) catastrophic events such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including public health crises and infectious<br>disease outbreaks, as well as any government actions in response to such events, 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<br>SouthState and its customers and other constituencies; (27) geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market and consumer confidence; (28) the risks of<br>fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState; (29) the payment of dividends on SouthState common stock, which is subject to legal and<br>regulatory limitations as well as the discretion of the board of directors of SouthState, SouthState’s performance and other factors; (30) ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be<br>issued as consideration for an acquired company; and (31) 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<br>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,<br>implied or otherwise 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,<br>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<br>reliance on such statements.<br>2 |
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| (1) Financial metrics as of December 31, 2023; market cap as of January 24, 2024<br>SouthState Corporation Overview of Franchise (1)<br>(251) $37<br>Billion in deposits<br>$32<br>Billion in loans<br>$45<br>Billion in assets<br>$6.3<br>Billion market cap<br>3<br>17 Greenwich Excellence & Best Brand<br>Awards for Small Business Banking from<br>Coalition Greenwich<br>Ranked<br>#14<br>by S&P<br>Global |
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| Local Market Leadership<br>Our business model supports the unique character of the communities we serve and<br>encourages decision making by the banker that is closest to the customer.<br>Long-Term Horizon<br>We think and act like owners and measure success over entire economic cycles. We<br>prioritize soundness before short-term profitability and growth.<br>Remarkable Experiences<br>We will make our customers’ lives better by anticipating their needs and<br>responding with a sense of urgency. Each of us has the freedom, authority and<br>responsibility to do the right thing for our customers.<br>Meaningful and Lasting Relationships<br>We communicate with candor and transparency. The relationship is more valuable<br>than the transaction.<br>Greater Purpose<br>We enable our team members to pursue their ultimate purpose in life—their<br>personal faith, their family, their service to community.<br>The WHAT The HOW<br>Guiding Principles Core Values<br>Leadership<br>The WHY To invest in the entrepreneurial spirit, pursue excellence and inspire a greater purpose.<br>4 |
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| Note: shows all branch, partial, and whole bank acquisitions by CenterState, South State, or one of their acquisition targets since 1/1/09<br>Source: S&P Global Market Intelligence<br>Assets and label position as of announcement; numbers in bubbles denote assets acquired<br>(1) Denotes direct acquisition for CenterState for which the target did not have any previous M&A history<br>LEADING SOUTHEAST CONSOLIDATOR<br>Toronto<br>Dominion<br>$18.6B<br>$4.2B<br>National<br>Commerce<br>$0.59B<br>$0.23B $0.24B<br>$0.44B<br>$0.15B<br>$0.33B<br>$0.08B<br>$0.29B<br>$1.6B<br>Charter Financial<br>$0.08B $0.36B $0.30B $0.38B $0.16B<br>$2.2B<br>HBCF<br>$0.26B $0.24B $0.32B<br>$0.22B<br>$0.24B<br>$0.10B $0.05B $0.17B $0.16B<br>$0.9B<br>Sunshine<br>$0.25B $0.06B $0.32B<br>$1.1B<br>First Southern<br>$0.15B $0.60B<br>$0.61B $0.88B<br>Gateway<br>Financial<br>Platinum<br>Bank<br>Hometown of<br>Homestead<br>$0.48B<br>Community Bank<br>of South Florida<br>$0.56B<br>Gulfstream<br>Bancshares<br>$0.40B<br>First Guaranty of<br>Jacksonville<br>$0.08B<br>Central Florida<br>State Bank<br>Federal Trust<br>Corporation<br>$0.16B<br>Independent<br>National<br>$0.07B<br>Community<br>National<br>Bank at<br>Bartow<br>$0.17B<br>Olde Cypress<br>Community<br>Bank<br>$0.22B<br>Ocala<br>National<br>Bank<br>(1)<br>$1.1B<br>Community<br>Bank & Trust<br>$1.1B<br>Habersham<br>Bank<br>$1.1B<br>BankMeridian<br>$0.55B<br>Peoples<br>Bancorporation $0.90B<br>Savannah Bancorp<br>$0.25B<br>$3.2B<br>First Financial<br>Holdings<br>$0.47B $0.49B<br>$0.01B<br>$0.01B<br>$1.8B<br>Southeastern Bank<br>Financial<br>Corporation<br>$3.2B<br>Park Sterling<br>Corporation<br>$0.64B $1.0B $0.33B $0.62B<br>$0.11B $0.34B $0.01B $0.33B<br>Commonwealth<br>Savingshares<br>$0.44B<br>Bank of America<br>Corporation<br>$16.6B<br>$3.8B<br>Atlantic Capital Bancshares,<br>Inc.<br>$1.1B<br>2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021<br>Chart Legend<br>Denotes direct acquisition by CenterState or South State<br>Denotes acquisition by CenterState or South State target<br>Denotes branch acquisitions<br>Denotes FDIC as selling party<br>5<br>Q4’23<br>$45B |
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| M&A ACCELERATES TRANSITION FROM “BRICKS” TO “CLICKS”<br>6<br>85 Branches<br>Average Size $40M<br>422 Branches<br>Acquired Plus<br>12 DeNovo<br>Branches<br>268 Branches<br>Consolidated or<br>Sold<br>251 Branches<br>Average Size<br>$148M<br>Increased deposits per branch 3.7x from 2009 to 4Q23<br>85 434 268 251<br>2009 …..……………..………..……....…………………………….. 2023 |
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| 17.8%<br>13.7%12.8% 11.9%<br>8.9% 8.3%<br>6.0%<br>FL SC GA NC VA U.S. AL<br>Actual Population Growth<br>2010-2023<br>$1.9B<br>$1.9B<br>$0.8B<br>$0.6B<br>$2.9B<br>$2.0B<br>POSITIONED FOR THE FUTURE IN THE BEST GROWTH MARKETS IN AMERICA<br>5.3%<br>4.7%<br>3.9% 3.7%<br>3.0% 3.0% 2.4%<br>FL SC NC GA VA AL U.S.<br>Projected Population Growth<br>2024-2029<br>1.2 0.3 0.4 0.4 0.3 0.2 8.1<br>Population<br>increase<br>(in millions)<br>Population<br>increase<br>(in millions) 3.3 0.6 1.2 1.1 0.7 25.8 0.3<br>$10.6B<br>$12.0B<br>$7.4B<br>$10.9B<br>$0.8B<br>$0.6B<br>$6.5B<br>$6.2B<br>$2.9B<br>$2.0B<br>Loans<br>Deposits<br>Loans and deposits as of 12/31/23; excludes $2.2B of loans and $3.4B of deposits from national lines of business and brokered deposits.<br>Country GDP as of 2023; State GDP as of 4Q23<br>Sources: S&P Global, International Monetary Fund, US Bureau of Economic Analysis 7<br>$307<br>$331<br>$723<br>$783<br>$822<br>$1,623<br>AL<br>SC<br>VA<br>NC<br>GA<br>FL<br>GDP by State<br>($ in billions)<br>$3.3<br>$3.7<br>$4.2<br>$4.4<br>$4.6<br>$17.7<br>$27.4<br>UK<br>India<br>Japan<br>Germany<br>SSB Footprint<br>China<br>US<br>GDP<br>($ in trillions)<br>The combined GDP of<br>SouthState’s 6 state branch<br>footprint would represent the<br>world’s third largest economy. |
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| PANDEMIC ACCELERATES POPULATION MIGRATION TO THE SOUTH<br>Top 10 States<br>Net Domestic Migration<br>1. Florida 818,762<br>2. Texas 656,220<br>3. North Carolina 310,189<br>4. South Carolina 248,055<br>5. Arizona 218,247<br>6. Tennessee 207,097<br>7. Georgia 185,752<br>8. Idaho 104,313<br>9. Alabama 96,538<br>10. Oklahoma 80,064<br>8 Source: U.S. Census Bureau (Net Domestic Migration) |
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| CRE TRENDS – SOUTHSTATE FOOTPRINT VS. TOP 25 MSAs (1)<br>22%<br>18%<br>18%<br>17%<br>16%<br>16%<br>16%<br>16%<br>16%<br>16%<br>14%<br>14%<br>14%<br>13%<br>12%<br>12%<br>12%<br>11%<br>11%<br>11%<br>11%<br>11%<br>10%<br>10%<br>9%<br>9%<br>9%<br>8%<br>8%<br>8%<br>8%<br>8%<br>8%<br>5%<br>4%<br>4%<br>2%<br>San Francisco<br>Houston<br>Dallas/Ft Worth<br>Austin<br>Washington DC<br>Chicago<br>Denver<br>Phoenix<br>Los Angeles<br>Atlanta<br>Seattle<br>New York<br>Charlotte<br>Portland<br>Baltimore<br>San Antonio<br>Detroit<br>Birmingham<br>Minneapolis<br>Boston<br>San Diego<br>Philadelphia<br>Saint Louis<br>Jacksonville<br>Tampa<br>Huntsville<br>Greenville<br>Orlando<br>Richmond<br>Miami<br>Columbia<br>Charleston<br>Augusta<br>Sarasota<br>Lakeland<br>Port St. Lucie<br>Savannah<br>7%<br>8%<br>8%<br>9%<br>11%<br>12%<br>12%<br>13%<br>13%<br>13%<br>13%<br>13%<br>14%<br>14%<br>15%<br>15%<br>15%<br>15%<br>15%<br>16%<br>16%<br>16%<br>16%<br>16%<br>17%<br>17%<br>17%<br>18%<br>18%<br>18%<br>19%<br>23%<br>23%<br>24%<br>24%<br>25%<br>27%<br>Minneapolis<br>Huntsville<br>San Francisco<br>Los Angeles<br>Portland<br>New York<br>Houston<br>San Antonio<br>Detroit<br>Birmingham<br>Augusta<br>Seattle<br>Austin<br>Baltimore<br>Philadelphia<br>Washington DC<br>Saint Louis<br>Chicago<br>Atlanta<br>Denver<br>Richmond<br>Phoenix<br>Port St. Lucie<br>Jacksonville<br>Dallas/Ft Worth<br>Lakeland<br>Boston<br>Columbia<br>Charlotte<br>Greenville<br>San Diego<br>Charleston<br>Orlando<br>Miami<br>Tampa<br>Sarasota<br>Savannah<br>11%<br>10%<br>10%<br>9%<br>9%<br>9%<br>9%<br>9%<br>8%<br>8%<br>8%<br>8%<br>8%<br>8%<br>8%<br>7%<br>7%<br>7%<br>7%<br>7%<br>7%<br>6%<br>6%<br>6%<br>6%<br>6%<br>6%<br>6%<br>6%<br>6%<br>5%<br>5%<br>5%<br>4%<br>4%<br>4%<br>2%<br>Augusta<br>San Antonio<br>Birmingham<br>Atlanta<br>Houston<br>Jacksonville<br>Austin<br>Saint Louis<br>Columbia<br>Dallas/Ft Worth<br>Huntsville<br>Greenville<br>Phoenix<br>Charlotte<br>Port St. Lucie<br>Detroit<br>Charleston<br>Tampa<br>Orlando<br>Lakeland<br>Richmond<br>Baltimore<br>Denver<br>Sarasota<br>Portland<br>Savannah<br>Seattle<br>San Francisco<br>Washington DC<br>Minneapolis<br>Philadelphia<br>Chicago<br>Los Angeles<br>San Diego<br>Boston<br>Miami<br>New York<br>-3%<br>-1%<br>-1%<br>1%<br>2%<br>2%<br>2%<br>2%<br>3%<br>3%<br>3%<br>3%<br>7%<br>7%<br>7%<br>7%<br>8%<br>8%<br>9%<br>11%<br>11%<br>12%<br>13%<br>14%<br>14%<br>14%<br>14%<br>14%<br>14%<br>15%<br>17%<br>18%<br>19%<br>20%<br>25%<br>25%<br>Los Angeles<br>Baltimore<br>Detroit<br>Chicago<br>Boston<br>Houston<br>Denver<br>Philadelphia<br>Austin<br>Portland<br>Saint Louis<br>San Diego<br>Minneapolis<br>Dallas/Ft Worth<br>Atlanta<br>Birmingham<br>San Antonio<br>Richmond<br>Augusta<br>Jacksonville<br>Columbia<br>Huntsville<br>Charleston<br>Greenville<br>Charlotte<br>Phoenix<br>Orlando<br>Tampa<br>Lakeland<br>Port St. Lucie<br>Savannah<br>Sarasota<br>Miami<br>San Francisco<br>Seattle<br>New York<br>Washington DC<br>-21%<br>(1) Top 25 MSAs by population; markets in SouthState footprint in top 25 MSAs include Miami, Atlanta, Charlotte, Tampa, and Orlando; blue bars indicate markets in SouthState footprint.<br>Source: CoStar<br>Office Multifamily<br>Rent Growth (Last 3 Years) Vacancy (12/31/23) Rent Growth (Last 3 Years) Vacancy (12/31/23)<br>9 |
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| $0T<br>$1T<br>$2T<br>$3T<br>$4T<br>$5T<br>$6T<br>$7T<br>$8T<br>$9T<br>-10%<br>-5%<br>0%<br>5%<br>10%<br>15%<br>20%<br>25%<br>2017 2018 2019 2020 2021 2022 2023 2024<br>Loans<br>Deposits<br>Fed Balance Sheet<br>10<br>BANKING INDUSTRY – IMPACT OF FEDERAL RESERVE MONETARY POLICY<br>Source: Federal Reserve; All Commercial Banks Year-over-Year Growth<br>COVID-19 |
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| LONGEST PERIOD OF INVERTED YIELD CURVE (1)<br>(1) Projected current cycle estimated length of inversion based on Moody’s April 2024 Baseline rate forecast<br>0 1 2 3 4<br>Normal Length of Inversion<br>Since 1978<br>Current Cycle - Estimated Length of Inversion<br>1<br>Year<br>2<br>Years<br>3<br>Years<br>0<br>11 |
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| DEPOSITS – DOUBLE DIGIT ANNUAL GROWTH<br>12<br>$25.4B<br>$30.7B<br>$35.1B<br>$36.4B $37.0B<br> $20<br> $25<br> $30<br> $35<br> $40<br>2019* 2020 2021 2022 2023<br>$ 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.<br>Annual growth includes ACBI balance post acquisition only 12 |
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| LOAN PRODUCTION (1)<br>(1) Excludes loans held for sale and PPP; loan production indicates committed balance total<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.<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>$7.1B** $6.6B<br>$10.0B<br>$13.1B<br>$7.2B<br>$4<br>$6<br>$8<br>$10<br>$12<br>$14<br>2019* 2020* 2021 2022 2023<br>$ in billions<br>13 |
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| LOAN GROWTH<br>14<br>$23.4B $22.7B<br>$23.7B<br>$30.2B<br>$32.4B<br> $20<br> $25<br> $30<br> $35<br>2019* 2020 2021 2022 2023<br>$ 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.<br>Excludes loans held for sale and PPP loans; annual growth includes ACBI balance post acquisition only<br>14 |
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| ADJUSTED EARNINGS PER SHARE GROWTH, DILUTED<br>15<br>$5.63<br>$5.12<br>$7.58<br>$7.10 $6.86<br>$4<br>$5<br>$6<br>$7<br>$8<br>2019 2020 2021 2022 2023<br>Adjusted figures above exclude the impact of securities gains or losses, merger and branch consolidation related expense, FHLB Advances prepayment penalty, initial provision for credit losses on non-PCD loans and<br>unfunded commitments, income tax benefit related to the carryback of tax losses under the CARES Act, swap termination expense, pension plan termination expense, extinguishment of debt cost and an adjustment<br>for the deferred tax asset revaluation - See reconciliation of GAAP to Non-GAAP measures in Appendix<br>15 |
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| $23.4<br>$281.1<br>($165.3)<br>$81.9<br>$114.1<br>$15.6 $5.0 $3.1 $4.2 $24.8<br>-$200<br>-$100<br>$0<br>$100<br>$200<br>$300<br>2019* 2020* 2021 2022 2023<br>$ in millions<br>Provision (Recovery) for Credit Losses Net Charge-Offs<br>16<br>STEADY ASSET QUALITY DESPITE VOLATILE CECL PROVISIONS<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.<br>16<br> $196 million in provision for credit<br>losses compared to $29 million of<br>net charge-offs during the past 2<br>years<br> Significant loan loss provision swings<br>(positive and negative) since CECL<br>implementation<br>Volatility of Provisions |
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| PPNR PER SHARE GROWTH, DILUTED<br>17<br>$7.32<br>$8.44<br>$7.31<br>$9.92<br>$10.25<br>$6<br>$7<br>$8<br>$9<br>$10<br>$11<br>2019 2020 2021 2022 2023<br>Adjusted PPNR per weighted average diluted share; this is a Non-GAAP financial measure that excludes the impact of merger and branch consolidation related expense and gain on sale of securities - See<br>reconciliation of GAAP to Non-GAAP measures in Appendix.<br>17 |
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| 43%<br>24%<br>11%<br>-4% -5%<br>-10%<br>0%<br>10%<br>20%<br>30%<br>40%<br>50%<br>NASDAQ S&P 500 SSB Regional<br>Banks (KRX)<br>Big Banks<br>(BKX)<br>SSB 2023 STOCK PERFORMANCE VS. INDEXES<br>18 |
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| 5%<br>0% -4%<br>-13%<br>-27%<br>-30%<br>-25%<br>-20%<br>-15%<br>-10%<br>-5%<br>0%<br>5%<br>10%<br>SSB S&P 500 NASDAQ Regional<br>Banks (KRX)<br>Big Banks<br>(BKX)<br>SSB 2 - YEAR STOCK PERFORMANCE VS. INDEXES<br>19 |
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| 27%<br>17% 16% 16%<br>-2%<br>-5%<br>0%<br>5%<br>10%<br>15%<br>20%<br>25%<br>30%<br>S&P 500 SSB NASDAQ Regional<br>Banks (KRX)<br>Big Banks<br>(BKX)<br>SSB 3 - YEAR STOCK PERFORMANCE VS. INDEXES<br>20 |
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| INVESTMENT THESIS<br>• High growth markets<br>• Granular, low-cost relationship deposits<br>• Entrepreneurial ownership culture<br>• Scale and digital evolution to compete with the largest banks<br>21 |
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| Appendix |
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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>23<br>Adjusted Net Income<br>2019 2020 2021 2022 2023<br>Net income (GAAP) $ 186,483 $ 120,632 $ 475,543 $ 496,049 $ 494,308<br>Plus:<br>Securities gains, net of tax (2,173) (41) (81) (24) (33)<br>PCL - NonPCD loans and UFC, net of tax — 92,212 — 13,492 —<br>Merger, branch consolidation, severance related and other expense, net of tax 3,701 68,369 52,740 24,163 10,291<br>FDIC special assessment, net of tax — — — — 20,087<br>Swap termination expense, net of tax — 31,784 — — —<br>FHLB prepayment penalty, net of tax 107 200 — — —<br>Benefit for income taxes - carryback tax loss — (31,468) — — —<br>Pension plan termination expense, net of tax 7,641 — — — —<br>Extinguishment of debt cost, net of tax — — 9,081 — —<br>Adjusted Net Income (Non-GAAP) $ 195,759 $ 281,688 $ 537,283 $ 533,680 $ 524,653<br>Adjusted EPS<br>2019 2020 2021 2022 2023<br>Adjusted diluted weighted-average common shares 34,797 55,063 70,889 75,181 76,480<br>Adjusted net income (non-GAAP) $ 195,759 $ 281,688 $ 537,283 $ 533,680 $ 524,653<br>Adjusted EPS, Diluted (Non-GAAP) $ 5.63 $ 5.12 $ 7.58 $ 7.10 $ 6.86 |
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| Dollars in thousands, except for per share data<br>24<br>NON - GAAP RECONCILIATIONS – PPNR, ADJUSTED, PPNR/WEIGHTED AVG. CS<br>2019 2020 2021 2022 2023<br>SSB SSB SSB SSB SSB<br>Net interest income (GAAP) $ 504,275 $ 826,465 $ 1,033,175 $ 1,335,671 $ 1,452,608<br>Plus:<br>Noninterest income 143,565 311,140 354,252 309,247 286,906<br>Less:<br>Gains on sales of securities 2,711 50 102 30 43<br>Total revenue, adjusted (non-GAAP) $ 645,129 $ 1,137,555 $ 1,387,325 $ 1,644,888 $ 1,739,471<br>Less:<br>Noninterest expense 404,638 797,644 948,421 929,701 994,580<br>PPNR (Non-GAAP) $ 240,491 $ 339,911 $ 438,904 $ 715,187 $ 744,891<br>Plus:<br>Total adjustments $ 14,212 $ 124,948 $ 78,948 $ 30,888 $ 38,853<br>PPNR, Adjusted (Non-GAAP) $ 254,703 $ 464,859 $ 517,852 $ 746,075 $ 783,744<br>Weighted average common shares outstanding, diluted 34,797 55,063 70,889 75,181 76,480<br>PPNR, Adjusted per Weighted Avg. Common Shares Outstanding, Diluted (Non-GAAP) $ 7.32 $ 8.44 $ 7.31 $ 9.92 $ 10.25<br>PPNR, Adjusted & PPNR, Adjusted per Weighted Avg. Common Shares Oustanding, Diluted (Non-GAAP) |
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