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): October 2224, 2025 (October 21, 2025)

SOUTHSTATE BANK CORPORATION

(Exact name of registrant as specified in its charter)


Florida(State or Other Jurisdiction ofIncorporation)	001-12669(Commission File Number)	39-~~3424417(IRS~~3424417IRS EmployerIdentification No.)

1101 First Street South, Suite 202

Winter Haven, FL

(Address of principal executive offices)

33880

(Zip Code)

(863) 293-4710

(Registrant’s telephone number, including area code)

~~Not~~SouthState ~~Applicable~~Corporation

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $2.50 per share	SSB	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


.01
Item 2.02			Results of Operations and Financial Condition.
ITEM 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On October 2221, 2025, ~~SouthState~~at ~~Bank~~a ~~Corporation~~regularly ~~(“SouthState”~~scheduled orquarterly ~~the~~meeting ~~“Company”)~~of ~~issued~~the aBoard ~~press~~of ~~release~~Directors ~~announcing its financial results for~~ (the ~~three-~~“Board”) ~~and~~of ~~nine-month~~SouthState ~~periods~~Bank ~~ended~~Corporation ~~September~~(the 30“Company”), ~~2025,~~the ~~along~~Board ~~with~~unanimously ~~certain~~approved ~~other~~increasing ~~financial information. Copies of~~ the ~~Company’s~~board ~~press~~size ~~release~~from ~~and~~14 ~~presentation~~to ~~are~~15 ~~attached~~members asand ~~Exhibit~~appointed ~~99.1~~Benjamin ~~and~~(Ben) 99E.2 Sasse, ~~respectively~~age 53, to ~~this~~fill ~~report~~the ~~and~~new ~~incorporated~~Board ~~herein by reference~~seat.

~~SouthState~~Since ~~will~~August ~~host~~2024, aMr. ~~conference~~Sasse ~~call~~has served as president emeritus and professor in the Hamilton School at the University of Florida, Gainesville, Florida. Prior to that, Mr. Sasse served as the 13th President of the University of Florida. Prior to his appointment as UF President, Mr. Sasse served from 2015 – 2023 as United States Senator from the State of Nebraska, serving on ~~October~~the 23Finance, ~~2025~~Intelligence, atJudiciary, 9Banking, and Budget Committees. Prior to being elected as a U.mS. Senator, Mr. Sasse was the 15th President of Midland University, Fremont, Nebraska (ET2010 – 2014). Prior to ~~discuss~~his ~~the~~appointment ~~Company~~as Midland’s ~~third~~President, ~~quarter~~Mr. ~~2025~~Sasse ~~results. Investors~~was ~~may~~an ~~call~~assistant inprofessor ~~(toll~~at ~~free)~~the byUniversity ~~dialing~~of Texas at Austin (~~888~~2004 – 2009), ~~350-3899~~served ~~within~~as an assistant secretary in the U.S. Department of Health and Human Services (~~646~~2007-2009), ~~960-0343~~held ~~for~~posts ~~all~~in other ~~locations~~U.S. ~~(passcode~~government ~~4200408;~~agencies ~~host:~~(2003 ~~Will~~– ~~Matthews~~2005), ~~CFO).~~and ~~The~~served ~~numbers~~intermittently for ~~international~~over ~~participants~~a ~~are~~decade ~~listed~~(1994 at– ~~https://events.q4irportal.com/custom/access/2324/. Participants~~2010) ~~may~~as ~~also~~strategic ~~pre-register~~advisor ~~for~~to ~~the~~various ~~conference~~corporate byand ~~navigating~~non-profit toorganizations ~~https://events.q4inc.com/attendee/241144230. Access~~through ~~detail~~roles ~~will~~with bethe ~~provided~~Boston ~~via~~Consulting ~~email~~Group, ~~upon~~McKinsey ~~completion~~& ofCompany, ~~registration~~and independently.


Item 7.01				Regulation FD Disclosure.

Mr. Sasse received a Bachelor of Arts from Harvard University, a Master of Arts from St. John’s College Annapolis, and two masters degrees and a PhD from Yale University.

OnMr. ~~October~~Sasse ~~22,~~has ~~2025,~~advised ~~the~~many ~~Company~~non-profit ~~also~~organizations ~~made~~in ~~available~~ the ~~presentation~~past, ~~(“Presentation”)~~but ~~prepared~~his ~~for~~community ~~use~~activity ~~with~~currently ~~the~~centers ~~press~~around ~~release~~Faith ~~during~~Presbyterian ~~the~~Church, ~~earnings~~Gainesville, ~~conference~~Florida, ~~call~~and onGrace ~~October~~Presbyterian 23Church, ~~2025~~Fremont, Nebraska. ~~Attached~~ Since ~~hereto~~April ~~and~~2024, ~~incorporated~~he ~~herein~~has asserved ~~Exhibit~~on ~~99.2~~the isboard ~~the~~of ~~text~~directors of ~~that~~Strategic ~~presentation~~Education Incorporated (SEI), Herndon, Virginia.

~~The~~Mr. ~~information~~Sasse’s ~~contained~~background in ~~this Item 7.01 of this Current Report~~government, ~~including~~strategic ~~the~~planning ~~information set forth in the Presentation filed as Exhibit 99.2 to,~~ and ~~incorporated in~~thinking, ~~this Current Report~~finance, ~~is being "furnished"~~ and ~~shall~~managing ~~not~~diverse beorganizations ~~deemed~~will toprovide ~~be “filed” for purposes of Section 18 of~~ the ~~Exchange~~Board ~~Act,~~with ora ~~otherwise~~valuable ~~subject~~perspective ~~to the liability of that section,~~ and ~~shall~~insight ~~not~~as beit ~~incorporated~~continues byto ~~reference~~grow into ~~any~~a ~~registration~~larger ~~statement~~regional ororganization ~~other~~and ~~document~~help ~~filed~~position ~~under~~ the ~~Securities~~Company ~~Act~~for orfuture ~~the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~success.


Item 8.01		Other Events.

Mr. Sasse’s board term commenced on October 21, 2025, and it is anticipated that Mr. Sasse will serve until the 2026 annual meeting of shareholders, at which time the shareholders of the Company will be asked to elect Mr. Sasse for a one-year term expiring as of the 2027 annual meeting of shareholders. The Board has determined that Mr. Sasse is independent under the corporate governance requirements of the New York Stock Exchange. As of the date hereof, the Board has not appointed Mr. Sasse to any committees of the Board and thus information about his committee service is not yet determined. For his service on the Board, Mr. Sasse will receive compensation consistent with that of other non-employee directors. There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Sasse or any members of Mr. Sasse’s immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Sasse and any of the Company’s directors or executive officers.

Fourth Quarter 2025 Shareholder Dividend

.01
ITEM 9.01			Financial Statements and Exhibits.

The Board of Directors of the Company declared a quarterly cash dividend on its common stock of $0.60 per share, payable on November 14, 2025 to shareholders of record as of November 7, 2025.


(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).


Item 9.01		Financial Statements and Exhibits.

	(d)	Exhibits:

	Exhibit No.	Description

	99.1	Press Release, dated October 22, 2025

	99.2	Presentation for SouthState Bank Corporation Earnings Call

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

(d)Exhibits.


Exhibit No.	Description
99.1	Press release dated October 24, 2025
104	Cover Page Interactive Data File (formatted as inline XBRL document)

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 Bank Corporation (“SouthState” or the “Company”) 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 volatility risk, including as a result of monetary, fiscal, and trade law policies, such as tariffs, and inflation, potentially resulting in higher rates, deterioration in the credit markets, greater than expected noninterest expenses, excessive loan losses, or on the other hand lower rates, which also may have 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 related to the merger and integration of SouthState and Independent Bank Group, Inc. (“Independent” or “IBTX”) 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 Independent’s operations into SouthState’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 Independent’s businesses into SouthState’s businesses, (iii) the amount of the costs, fees, expenses and charges related to the merger, and (iv) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger; (4) risks relating to the ability to retain our culture and attract and retain qualified people as we grow and are located in new markets, and being able to offer competitive salaries and benefits, including flexibility of working remotely or in the office; (5) deposit attrition, client loss or revenue loss following completed mergers or acquisitions that may be greater than anticipated; (6) credit risks associated with an obligor’s failure to meet the terms of any contract with SouthState Bank, N.A. (the “Bank”) or otherwise fail to perform as agreed under the terms of any loan-related document; (7) 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; (8) inflationary risks negatively impacting our business and profitability, earnings and budgetary projections, or demand for our products and services; (9) a decrease in our net interest income due to the interest rate environment; (10) liquidity risk affecting the Bank’s ability to meet its obligations when they come due; (11) unexpected outflows of uninsured deposits may require us to sell investment securities at a loss; (12) potential deterioration in real estate values; (13) the loss of value of our investment portfolio could negatively impact market perceptions of us and could lead to deposit withdrawals; (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) 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; (17) 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; (18) 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; (19) 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; (20) 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; (21) 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; (22) risks related to the legal, regulatory, and supervisory environment, including changes in financial services legislation, regulation, policies, or government officials or other personnel; (23) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (24) 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; (25) 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; (26) 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; (27) excessive loan losses; (28) reputational risk and possible higher than estimated reduced revenue from previously announced or proposed regulatory changes in the Bank’s consumer programs and products; (29) 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; (30) 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; (31) geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market and consumer confidence; (32) the risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState; (33) 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; (34) ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company; and (35) 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SOUTHSTATE BANK CORPORATION
	(Registrant)

	By:	/s/ William E. Matthews, V
		William E. Matthews, V
		Senior Executive Vice President and
		Chief Financial Officer

Dated: October 22, 2025

5Dated: October 24, 2025

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