SSB SouthState Corporation

As filed with the Securities and Exchange Commission on June 27, 2024

Registration No. 333-      ​

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOUTHSTATE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

1101 First Street South, Suite 202
Winter Haven, Florida 33880
(863) 293-4710

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John C. Corbett
Director and Chief Executive Officer
SouthState Corporation
1101 First Street South, Suite 202
Winter Haven, Florida 33880
(863) 293-4710

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/​prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED JUNE 27, 2024

To the Shareholders of SouthState Corporation and Independent Bank Group, Inc.
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of SouthState Corporation (“SouthState”) and Independent Bank Group, Inc. (“IBTX”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed merger between SouthState and IBTX. We are requesting that you take certain actions as a holder of SouthState common stock or a holder of IBTX common stock.

The boards of directors of SouthState and IBTX have each approved, by the unanimous vote of the directors present, an agreement to merge our two companies. Pursuant to the Agreement and Plan of Merger, dated as of May 17, 2024, by and between SouthState and IBTX (as amended from time to time, the “merger agreement”), IBTX will merge with and into SouthState (the “merger”), with SouthState as the surviving entity (the “surviving corporation” or “SouthState”, as the case may be).

In the merger, holders of IBTX common stock will receive 0.60 shares (the “exchange ratio” and such shares, the “merger consideration”) of SouthState common stock for each share of IBTX common stock they own. Holders of SouthState common stock will continue to own their existing shares of SouthState common stock. Based on the $80.85 per share closing price of SouthState common stock on the New York Stock Exchange (the “NYSE”) on May 17, 2024, the last trading day before public announcement of the merger, the exchange ratio represented approximately $48.51 in value for each share of IBTX common stock. Based on the $[    ] per share closing price of SouthState common stock on the NYSE on [   ], 2024, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $[     ] in value for each share of IBTX common stock. The value of SouthState common stock at the time of completion of the merger could be greater than, less than or the same as the value of SouthState common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of SouthState common stock (trading symbol “SSB”) and IBTX common stock (trading symbol “IBTX”).

We expect the merger will qualify as a reorganization for federal income tax purposes. Accordingly, holders of IBTX common stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of IBTX common stock for SouthState common stock in the merger, except with respect to any cash received in lieu of fractional shares of SouthState common stock.

Based on the current number of shares of IBTX common stock outstanding and reserved for issuance, SouthState expects to issue approximately [   ] million shares of SouthState common stock in the merger. Following the completion of the merger, we estimate that former holders of IBTX common stock will own approximately 25% and existing holders of SouthState common stock as of the record date will own approximately 75% of the common stock of the surviving corporation.

The special meeting of holders of SouthState common stock will be held in person on [     ], at [    ], Eastern Time. The special meeting of holders of IBTX common stock will be held virtually at [    ], Central Time on [     ], 2024. At our respective special meetings, in addition to other business, we will each ask the holders of our common stock to approve the merger. Information about these meetings and the merger is contained in this joint proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 23. We urge you to read this joint proxy statement/prospectus carefully and in its entirety.

Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If you do not vote, it will have the same effect as voting “AGAINST” the merger.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards of directors in their recommendations.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either SouthState or IBTX, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated [        ], 2024, and is first being mailed to holders of SouthState common stock and holders of IBTX common stock on or about [        ], 2024.

 

SouthState Corporation
1101 First Street South, Suite 202
Winter Haven, Florida 33880

Notice of Special Meeting of Shareholders

To the Shareholders of SouthState Corporation:

On May 17, 2024, SouthState Corporation (“SouthState”) and Independent Bank Group, Inc. (“IBTX”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, pursuant to which IBTX will merge with and into SouthState (the “merger”).

NOTICE IS HEREBY GIVEN that a special meeting of holders of SouthState common stock (the “SouthState special meeting”) will be held in person on [          ], 2024 at [       ], at [         ], Eastern Time (unless it is adjourned or postponed to a later date). We are pleased to notify you of and invite you to the SouthState special meeting.

At the SouthState special meeting, you will be asked to consider and vote on the following matters:

•

Proposal to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of SouthState common stock to holders of IBTX common stock pursuant to the merger agreement (including for purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of SouthState common stock in an amount that exceeds 20% of the currently outstanding shares of SouthState common stock) (the “SouthState merger proposal”).

​

•

Proposal to adjourn or postpone the SouthState special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the SouthState merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of SouthState common stock (the “SouthState adjournment proposal”).

​

The SouthState board of directors has fixed the close of business on [           ], 2024 as the record date for the SouthState special meeting. Only holders of record of SouthState common stock as of the close of business on the record date for the SouthState special meeting are entitled to notice of, and to vote at, the SouthState special meeting or any adjournment or postponement thereof.

The SouthState board of directors unanimously recommends that holders of SouthState common stock vote “FOR” the SouthState merger proposal and “FOR” the SouthState adjournment proposal.

SouthState has determined that holders of SouthState common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under Section 33-13-102(b) of the South Carolina Business Corporation Act of 1988, as amended (the “SCBCA”).

Your vote is important, regardless of the number of shares you own. We cannot complete the transactions contemplated by the merger agreement unless the holders of SouthState common stock approve the SouthState merger proposal. The affirmative vote of at least two-thirds of the votes entitled to be cast thereon at the SouthState special meeting is required to approve the SouthState merger proposal.

Each copy of the joint proxy statement/prospectus mailed to holders of SouthState common stock is accompanied by a form of proxy card with instructions for voting.

Whether or not you plan to attend the SouthState special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free

 

 

telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The joint proxy statement/prospectus of which this notice is a part provides a detailed description of the merger agreement, the transactions contemplated thereby, including the merger, and the other matters to be considered at the SouthState special meeting. A summary of the merger agreement is included in the joint proxy statement/prospectus in the sections entitled “The Merger” and “The Transaction Agreements — Description of the Merger Agreement”, and a copy of the merger agreement is attached as Annex A to the joint/proxy statement prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Innisfree M&A Incorporated, SouthState’s proxy solicitor, by calling toll-free at (877) 825-8964, or for banks and brokers, collect at (212) 750-5833.

By Order of the Board of Directors

John C. Corbett
Director and Chief Executive Officer
SouthState Corporation

[                 ], 2024

 

 

Independent Bank Group, Inc.
7777 Henneman Way
McKinney, Texas 75070-1711

Notice of Special Meeting of Shareholders

To the Shareholders of Independent Bank Group, Inc.:

On May 17, 2024, Independent Bank Group, Inc. (“IBTX”) and SouthState Corporation (“SouthState”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus of which this notice is a part, pursuant to which IBTX will merge with and into SouthState (the “merger”).

NOTICE IS HEREBY GIVEN that a special meeting of holders of IBTX common stock (the “IBTX special meeting”) will be held virtually on [      ], 2024, at [      ], Central Time (unless it is adjourned or postponed to a later date). The IBTX special meeting will be held exclusively online via webcast. You will be able to attend the IBTX special meeting by visiting [      ] (the “IBTX special meeting website”) and using the 16-digit control number included in your proxy card or the voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares of IBTX common stock in “street name” ​(including through the Independent Bank Group 401(k) Profit Sharing Plan). You will be able to vote your shares electronically over the Internet during the meeting by logging in to the IBTX special meeting website and using the control number. We are pleased to notify you of, and invite you to, the IBTX special meeting.

At the IBTX special meeting, you will be asked to consider and vote on the following matters:

•

Proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (the “IBTX merger proposal”);

​

•

Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to IBTX’s named executive officers that is based on or otherwise relates to the merger (the “IBTX compensation proposal”); and

​

•

Proposal to adjourn or postpone the IBTX special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the IBTX merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of IBTX common stock (the “IBTX adjournment proposal”).

​

The IBTX board of directors has fixed the close of business on [           ], 2024 as the record date for the IBTX special meeting. Only holders of record of IBTX common stock as of the close of business on the record date for the IBTX special meeting are entitled to notice of, and to vote at, the IBTX special meeting or any adjournment or postponement thereof.

The IBTX board of directors unanimously recommends that holders of IBTX common stock vote “FOR” the IBTX merger proposal, “FOR” the IBTX compensation proposal and “FOR” the IBTX adjournment proposal.

IBTX has determined that holders of IBTX common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under Section 10.354 of the Texas Business Organizations Code.

Your vote is important, regardless of the number of shares you own. We cannot complete the transactions contemplated by the merger agreement unless the holders of IBTX common stock approve the IBTX merger proposal. The affirmative vote of the holders of at least two-thirds of the outstanding shares of IBTX common stock entitled to vote thereon at the IBTX special meeting is required to approve the IBTX merger proposal.

Each copy of the joint proxy statement/prospectus mailed to IBTX shareholders is accompanied by a form of proxy card with instructions for voting.

 

 

Whether or not you plan to attend the IBTX special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee (including through the Independent Bank Group 401(k) Profit Sharing Plan) or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The joint proxy statement/prospectus of which this notice is a part provides a detailed description of the merger agreement, the transactions contemplated thereby, including the merger, and the other matters to be considered at the IBTX special meeting. A summary of the merger agreement is included in the joint proxy statement/prospectus in the sections entitled “The Merger” and “The Transaction Agreements — Description of the Merger Agreement”, and a copy of the merger agreement is attached as Annex A to the joint/proxy statement prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus or need assistance with voting, you may contact Innisfree M&A Incorporated, IBTX’s proxy solicitor, by calling toll-free at (877) 750-0637, or for banks and brokers, collect at (212) 750-5833.

By Order of the IBTX Board of Directors,

David R. Brooks
Chairman and Chief Executive Officer
Independent Bank Group, Inc.

[           ], 2024

 

 

ADDITIONAL INFORMATION

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), this joint proxy statement/prospectus incorporates important business and financial information about SouthState and IBTX from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov.

Copies of documents filed by SouthState with the SEC are available at the investor relations page of SouthState’s website, https://southstatecorporation.q4ir.com, and are also available to you free of charge upon your request in writing or by telephone to SouthState at the address and telephone number below. Copies of documents filed by IBTX with the SEC are available at the investor relations page of IBTX’s website, https://ir.ifinancial.com, and are also available to you free of charge upon your request in writing or by telephone to IBTX at the address and telephone number below.

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must make your request no later than five business days before the date of the applicable special meeting. This means that holders of SouthState common stock requesting documents must do so by [       ], 2024 in order to receive them before the SouthState special meeting, and holders of IBTX common stock requesting documents must do so by [        ], 2024 in order to receive them before the IBTX special meeting.

See the section entitled “Where You Can Find More Information” of the joint proxy statement/​prospectus for further information. The contents of the websites of the SEC, SouthState and IBTX are not being incorporated into this proxy statement/prospectus. This information about how you can obtain certain documents that are being incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.

 

 

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by SouthState, constitutes a prospectus of SouthState under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of SouthState common stock to be issued to holders of IBTX common stock pursuant to the merger agreement. This joint proxy statement/​prospectus also constitutes a proxy statement of each of SouthState and IBTX under Section 14(a) the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This joint proxy statement/prospectus also constitutes a notice of meeting with respect to the SouthState special meeting and a notice of meeting with respect to the IBTX special meeting.

Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding IBTX has been provided by IBTX and information contained in, or incorporated by reference into, this document regarding SouthState has been provided by SouthState.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [           ], 2024, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to holders of SouthState common stock or holders of IBTX common stock nor the issuance by SouthState of shares of SouthState common stock in connection with the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars. In this joint proxy statement/prospectus, except as otherwise indicated or the context otherwise requires, references to:

“IBTX” refers to Independent Bank Group, Inc., a Texas corporation;

“IBTX Bank” refers to Independent Bank, a Texas chartered bank and wholly owned bank subsidiary of IBTX doing business as Independent Financial;

“IBTX board of directors” refers to the board of directors of IBTX;

“IBTX common stock” refers to the common stock, par value $0.01 per share, of IBTX;

“SouthState” refers to SouthState Corporation, a South Carolina corporation;

“SouthState Bank” refers to SouthState Bank, National Association, a national banking association and wholly owned bank subsidiary of SouthState;

“SouthState board of directors” refers to the board of directors of SouthState; and

“SouthState common stock” refers to the common stock, par value $2.50 per share, of SouthState.

 

 

TABLE OF CONTENTS

 

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the SouthState special meeting or the IBTX special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the SouthState special meeting or the IBTX special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information”.

Q:

Why am I receiving this joint proxy statement/prospectus?

​

A:   You are receiving this joint proxy statement/prospectus because SouthState and IBTX have agreed to combine their companies through the merger of IBTX with and into SouthState (the “merger”), with SouthState as the surviving entity (the “surviving corporation” or “SouthState”, as the case may be). A copy of the Agreement and Plan of Merger, dated as of May 17, 2024, by and between IBTX and SouthState (as amended from time to time, the “merger agreement”) is attached as Annex A to this joint proxy statement/​prospectus and is incorporated by reference herein. Following the completion of the merger, IBTX Bank will merge (the “bank merger” and, together with the merger, the “mergers”) with and into SouthState Bank, with SouthState Bank as the surviving bank (the “surviving bank”).

To complete the merger, among other things:

•

holders of SouthState common stock must approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of SouthState common stock to holders of IBTX common stock pursuant to the merger agreement (including for purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of SouthState common stock in an amount that exceeds 20% of the currently outstanding shares of SouthState common stock) (the “SouthState merger proposal”); and

​

•

holders of IBTX common stock must approve the merger agreement and the transactions contemplated thereby, including the merger (the “IBTX merger proposal”).

​

SouthState is holding a special meeting of holders of SouthState common stock (the “SouthState special meeting”) to obtain approval of the SouthState merger proposal. Holders of SouthState common stock will also be asked to approve the proposal to adjourn or postpone the SouthState special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the SouthState special meeting to approve the SouthState merger proposal or to ensure that any supplement or amendment to this joint proxy statement/​prospectus is timely provided to holders of SouthState common stock (the “SouthState adjournment proposal”).

The members of the SouthState board of directors have each entered into a support agreement with IBTX, a copy of which is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein, pursuant to which each member of the SouthState board of directors has agreed, among other things, to vote all of the shares of SouthState common stock of which he or she holds and has the power to vote or direct the voting (constituting approximately [      ]% of the issued and outstanding shares of SouthState common stock in the aggregate as of [        ], 2024, the record date for the SouthState special meeting) in favor of the SouthState merger proposal and certain other matters, on the terms and subject to the conditions set forth in the support agreement.

Holders of SouthState common stock are not entitled to appraisal or dissenters’ rights in connection with the merger.

IBTX is holding a special meeting of holders of IBTX common stock (the “IBTX special meeting”) to obtain approval of the IBTX merger proposal. Holders of IBTX common stock will also be asked (1) to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to IBTX’s named executive officers that is based on or otherwise relates to the merger (the “IBTX compensation proposal”) and (2) to approve the proposal to adjourn or postpone the IBTX special meeting, if necessary

 

1

 

or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the IBTX merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of IBTX common stock (the “IBTX adjournment proposal”).

The members of the IBTX board of directors and Vincent J. Viola, a shareholder of IBTX and the father of IBTX director Michael T. Viola, have each entered into a support agreement with SouthState, the form of which is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein, pursuant to which each has agreed, among other things, to vote all of the shares of IBTX common stock of which he or she holds and has the power to vote or direct the voting (constituting approximately [     ]% of the issued and outstanding shares of IBTX common stock in the aggregate as of [      ], 2024, the record date for the IBTX special meeting) in favor of the IBTX merger proposal and certain other matters, on the terms and subject to the conditions set forth in the applicable support agreement.

Holders of IBTX common stock are not entitled to appraisal or dissenters’ rights in connection with the merger.

This document is also a prospectus that is being delivered to holders of IBTX common stock because, in connection with the merger, SouthState is offering shares of SouthState common stock to holders of IBTX common stock.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the SouthState special meeting and the IBTX special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Q:

What will happen in the merger?

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A:   In the merger, IBTX will merge with and into SouthState. Each share of IBTX common stock issued and outstanding immediately prior to the effective time of the merger (the “effective time”) (other than certain shares held by SouthState or IBTX) will be converted into the right to receive 0.60 shares (the “exchange ratio” and such shares, the “merger consideration”) of SouthState common stock. After completion of the merger, IBTX will cease to exist, will no longer be a public company, and IBTX common stock will be delisted from the NASDAQ Global Select Market (the “NASDAQ”), will be deregistered under the Exchange Act, and will cease to be publicly traded. Holders of SouthState common stock will continue to own their existing shares of SouthState common stock. See the information provided in the section entitled “The Transaction Agreements — Description of the Merger Agreement — Structure of the Merger” and the merger agreement for more information about the merger.

Q:

When and where will each of the special meetings take place?

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A:   The SouthState special meeting will be held in person at [      ] on [      ], 2024 at [      ]. Eastern Time.

The IBTX special meeting will be held virtually at [      ], Central Time on [      ], 2024. You will be able to attend the IBTX special meeting by visiting [      ] (the “IBTX special meeting website”) and using the 16-digit control number included in your proxy card or the voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares of IBTX common stock in “street name” ​(including through the Independent Bank Group 401(k) Profit Sharing Plan).

Even if you plan to attend your respective company’s special meeting, SouthState and IBTX recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting. Shares held in “street name” may be voted at the special meeting by you only if you obtain a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares.

 

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Q:

What matters will be considered at each of the special meetings?

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A:   At the SouthState special meeting, holders of SouthState common stock will be asked to consider and vote on the following proposals:

•

The SouthState merger proposal.   Approval of the merger agreement and the transactions contemplated thereby, including the merger and the issuance of SouthState common stock to holders of IBTX common stock pursuant to the merger agreement (including for purposes of complying with NYSE Listing Rule 312.03 which requires approval of the issuance of shares of SouthState common stock in an amount that exceeds 20% of the currently outstanding shares of SouthState common stock).

​

•

The SouthState adjournment proposal.   Approval of the adjournment or postponement of the SouthState special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the SouthState special meeting to approve the SouthState merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of SouthState common stock.

​

In order to complete the merger, among other things, holders of SouthState common stock must approve the SouthState merger proposal. The SouthState adjournment proposal is not a condition to the obligations of SouthState to complete the merger.

At the IBTX special meeting, holders of IBTX common stock will be asked to consider and vote on the following proposals:

•

The IBTX merger proposal.   Approval of the merger agreement and the transactions contemplated thereby, including the merger.

​

•

The IBTX compensation proposal.   Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to IBTX’s named executive officers that is based on or otherwise relates to the merger.

​

•

The IBTX adjournment proposal.   Approval of the adjournment or postponement of the IBTX special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the IBTX merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of IBTX common stock.

​

In order to complete the merger, among other things, holders of IBTX common stock must approve the IBTX merger proposal. Neither the IBTX compensation proposal nor the IBTX adjournment proposal are conditions to the obligations of IBTX to complete the merger.

Q:

What will holders of IBTX common stock receive in the merger?

​

A:   In the merger, holders of IBTX common stock will receive 0.60 shares of SouthState common stock for each share of IBTX common stock held immediately prior to the completion of the merger (other than certain shares held by SouthState or IBTX). SouthState will not issue any fractional shares of SouthState common stock in the merger. Holders of IBTX common stock who would otherwise be entitled to a fractional share of SouthState common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average of the closing-sale prices per share of SouthState common stock on the New York Stock Exchange (“NYSE”) as reported by The Wall Street Journal for the consecutive period of five full trading days immediately preceding (but not including) the day on which the merger is completed (or, if not reported therein, in another authoritative source mutually agreed upon by IBTX and SouthState) (the “SouthState closing share value”) by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of SouthState common stock that such shareholder would otherwise be entitled to receive.

 

3

 

Q:

What will holders of SouthState common stock receive in the merger?

​

A:   In the merger, holders of SouthState common stock will not receive any consideration, and their shares of SouthState common stock will remain outstanding and will constitute shares of the surviving corporation. Following the merger, shares of SouthState common stock will continue to be listed on the NYSE.

Q:   Will the value of the merger consideration change between the date of this joint proxy statement/ prospectus and the time the merger is completed?

A:   Yes. Although the number of shares of SouthState common stock that holders of IBTX common stock will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for SouthState common stock. Any fluctuation in the market price of SouthState common stock after the date of this joint proxy statement/prospectus will change the value of the shares of SouthState common stock that holders of IBTX common stock will receive. Neither SouthState nor IBTX is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of SouthState common stock or IBTX common stock.

Q:

How will the merger affect IBTX equity awards?

​

A:   At the effective time, subject to all required withholding taxes:

•

each outstanding restricted stock award in respect of shares of IBTX common stock (a “IBTX Restricted Share Award”) will be fully vested, cancelled and converted into the right to receive a number of shares of SouthState common stock equal to the product (rounded to the nearest whole number) of (i) the number of shares of IBTX common stock subject to such IBTX Restricted Share Award immediately prior to the effective time multiplied by (ii) the exchange ratio; and

​

•

each outstanding performance restricted stock unit award with respect to shares of IBTX common stock (a “IBTX PSU Award”) will be fully vested, cancelled and converted into the right to receive (i) a number of shares of SouthState common stock equal to the product (rounded to the nearest whole number) of (x) the number of shares of IBTX common stock subject to such IBTX PSU Award immediately prior to the effective time based on the higher of target performance and actual performance through the effective time as reasonably determined by the compensation committee of the IBTX board of directors multiplied by (y) the exchange ratio, plus (ii) a cash payment in respect of any accrued but unpaid dividend equivalents on such IBTX PSU Award.

​

Q:

How does the SouthState board of directors recommend that I vote at the SouthState special meeting?

​

A:   The SouthState board of directors unanimously recommends that you vote “FOR” the SouthState merger proposal and “FOR” the SouthState adjournment proposal.

In considering the recommendations of the SouthState board of directors, holders of SouthState common stock should be aware that SouthState directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of SouthState common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger — Interests of SouthState Directors and Executive Officers in the Merger”.

Q:

How does the IBTX board of directors recommend that I vote at the IBTX special meeting?

​

A:   The IBTX board of directors unanimously recommends that you vote “FOR” the IBTX merger proposal, “FOR” the IBTX compensation proposal and “FOR” the IBTX adjournment proposal.

In considering the recommendation of the IBTX board of directors with respect to the merger, IBTX shareholders should be aware that the directors and executive officers of IBTX may have certain interests in the merger that are different from, or in addition to, the interests of IBTX shareholders generally. The IBTX board of directors was aware of these interests and considered them, among other matters, in making its recommendation that IBTX shareholders vote to approve the merger proposal, the merger-related

 

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compensation proposal and the adjournment proposal. For a more complete description of these interests, see the information provided in the section entitled “The Merger — Interests of IBTX Directors and Executive Officers in the Merger”.

Q:

Who is entitled to vote at the SouthState special meeting?

​

A:   The record date for the SouthState special meeting is [           ], 2024. All holders of SouthState common stock who held shares at the close of business on the record date for the SouthState special meeting are entitled to receive notice of, and to vote at, the SouthState special meeting.

Each holder of SouthState common stock is entitled to cast one vote on each matter properly brought before the SouthState special meeting for each share of SouthState common stock that such holder owned of record as of the record date. As of the close of business on the record date for the SouthState special meeting, there were [      ] outstanding shares of SouthState common stock. Physical attendance at the special meeting is not required to vote. See below and the section entitled “The SouthState Special Meeting — Proxies” for instructions on how to vote your shares without attending the SouthState special meeting.

Q:

Who is entitled to vote at the IBTX special meeting?

​

A:   The record date for the IBTX special meeting is [           ], 2024. All holders of IBTX common stock who held shares at the close of business on the record date for the IBTX special meeting are entitled to receive notice of, and to vote at, the IBTX special meeting.

Each holder of IBTX common stock is entitled to cast one vote on each matter properly brought before the IBTX special meeting for each share of IBTX common stock that such holder owned of record as of the record date. As of the close of business on the record date for the IBTX special meeting, there were [      ] outstanding shares of IBTX common stock. Virtual attendance at the special meeting is not required to vote. See below and the section entitled “The IBTX Special Meeting — Proxies” for instructions on how to vote your shares without attending the IBTX special meeting.

Q:

What constitutes a quorum for the SouthState special meeting?

​

A:   Holders of a majority of the outstanding shares of SouthState common stock entitled to vote at the SouthState special meeting, present in person or represented by proxy, will be necessary to constitute a quorum for the transaction of business at the SouthState special meeting. In the event that a quorum is not present at the SouthState special meeting, the affirmative vote of holders of at least a majority of the outstanding shares of SouthState common stock present in person or represented by proxy may adjourn the SouthState special meeting to a later date and time (subject to applicable law and compliance with the terms of the SouthState articles of incorporation and bylaws). If you fail to submit a proxy or to vote in person at the SouthState special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of SouthState common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Q:

What constitutes a quorum for the IBTX special meeting?

​

A:   Holders of at least a majority of the outstanding shares of IBTX common stock must be represented at the IBTX special meeting to constitute a quorum for the transaction of business at the IBTX special meeting. Abstentions are considered present for purposes of establishing a quorum. If you fail to submit a proxy or to vote at the IBTX special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of IBTX common stock will not be counted towards a quorum. Under IBTX’s bylaws, if a quorum is not present at the IBTX special meeting, the holders of a majority of the votes entitled to be cast by the holders of IBTX common stock, present in person (virtually) or represented by proxy, at the IBTX special meeting may adjourn the IBTX special meeting without notice other than announcement at the IBTX special meeting, until a quorum is present or represented, if the time and place to which the meeting is adjourned is announced at the IBTX special meeting, unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting.

 

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Q:   If my shares of common stock are held in “street name” by my bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me?

A:   If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker, trustee or other nominee (that is, in “street name”) and fail to give voting instructions, your bank, broker, trustee or other nominee will not vote those shares. This applies to shares of both SouthState common stock and IBTX common stock.

Please follow the voting instructions provided by your broker, bank, trustee or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to SouthState or IBTX or by voting in person (physically or virtually, as applicable) at either special meeting unless you provide a “legal proxy”, which you must obtain from your bank, broker, trustee or other nominee. Further, brokers who hold shares of SouthState common stock or IBTX common stock may not give a proxy to SouthState or IBTX to vote those shares on any of the SouthState proposals or any of the IBTX proposals without specific instructions from their customers.

Q:

What vote is required for the approval of each proposal at the SouthState special meeting?

​

A:   Proposal 1: SouthState merger proposal.   Approval of the SouthState merger proposal requires the affirmative vote of at least two-thirds of the votes entitled to be cast on the merger agreement. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the SouthState special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the SouthState merger proposal, it will have the same effect as a vote “AGAINST” the SouthState merger proposal.

Proposal 2: SouthState adjournment proposal.   Approval of the SouthState adjournment proposal requires the votes cast by shareholders of SouthState in favor of the proposal to exceed the votes cast by shareholders of SouthState against the proposal at the SouthState special meeting. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the SouthState special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the SouthState adjournment proposal, it will have no effect on the SouthState adjournment proposal.

The members of the SouthState board of directors have entered into a support agreement with IBTX, a copy of which is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein, pursuant to which each member of the SouthState board of directors has agreed, among other things, to vote all of the shares of SouthState common stock of which he or she holds and has the power to vote or direct the voting (constituting approximately [     ]% of the issued and outstanding shares of SouthState common stock in the aggregate as of [        ], 2024, the record date for the SouthState special meeting) in favor of the SouthState merger proposal and certain other matters, on the terms and subject to the conditions set forth in the applicable support agreement.

Q:

What vote is required for the approval of each proposal at the IBTX special meeting?

​

A:   Proposal 1: IBTX merger proposal.   Approval of the IBTX merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of IBTX common stock entitled to vote thereon. Shares of IBTX common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the IBTX merger proposal.

Proposal 2: The IBTX compensation proposal.   Approval of the IBTX compensation proposal requires the affirmative vote of a majority of the votes cast by the holders of IBTX common stock entitled to vote, present in person (virtually) or represented by proxy at the IBTX special meeting. For these purposes (and for purposes of the IBTX adjournment proposal described below), a majority of the votes cast means that the votes cast in favor of the matter exceed the votes cast against the matter. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person (virtually) at the IBTX special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the IBTX compensation proposal, you will not be deemed to have cast a vote with respect to the IBTX compensation proposal and it will have no effect on the IBTX compensation proposal.

 

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Proposal 3: The IBTX adjournment proposal.   Approval of the IBTX adjournment proposal requires the affirmative vote of a majority of votes cast by the holders of IBTX common stock entitled to vote, present in person (virtually) or represented by proxy at the IBTX special meeting. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person (virtually) at the IBTX special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the IBTX adjournment proposal, you will not be deemed to have cast a vote with respect to the IBTX adjournment proposal and it will have no effect on the IBTX adjournment proposal.

The members of the IBTX board of directors and Vincent J. Viola, a shareholder of IBTX and the father of IBTX director Michael T. Viola, have each entered into a support agreement with SouthState, the form of which is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein, pursuant to which each has agreed, among other things, to vote all of the shares of IBTX common stock of which he or she holds and has the power to vote or direct the voting (constituting approximately [      ]% of the issued and outstanding shares of IBTX common stock in the aggregate as of [         ], 2024, the record date for the IBTX special meeting) in favor of the IBTX merger proposal and certain other matters, on the terms and subject to the conditions set forth in the applicable support agreement.

Q:

What if I hold shares in both SouthState and IBTX?

​

A:   If you hold shares of both SouthState common stock and IBTX common stock, you will receive two separate packages of proxy materials. A vote cast as a holder of SouthState common stock will not count as a vote cast as a holder of IBTX common stock, and a vote cast as a holder of IBTX common stock will not count as a vote cast as a holder of SouthState common stock. Therefore, please submit separate proxies for your shares of SouthState common stock and your shares of IBTX common stock.

Q:

Why am I being asked to consider and vote on the IBTX compensation proposal?

​

A:   Under SEC rules, IBTX is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to IBTX’s named executive officers that is based on or otherwise relates to the merger.

Q:   What happens if the holders of IBTX common stock do not approve, by non-binding, advisory vote, the compensation proposal?

A:   The vote on the IBTX compensation proposal is separate and apart from the votes to approve the other proposals being presented at the IBTX special meeting. Because the vote on the IBTX compensation proposal is advisory only, it will not be binding upon IBTX, SouthState, or the surviving corporation or affect the mergers or their obligation to pay or provide the compensation contemplated by the compensation agreements and arrangements. Accordingly, the merger-related compensation will be paid to IBTX’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the holders of IBTX common stock do not approve the IBTX compensation proposal.

Q: How can I vote my shares at my respective special meeting?

A:   Record holders.   Shares held directly in your name as the holder of record of SouthState common stock may be voted in person at the SouthState special meeting. If you choose to vote your shares in person at the SouthState special meeting, please bring your enclosed proxy card and proof of identification. Shares held directly in your name as the holder of record of IBTX common stock may be voted virtually at the IBTX special meeting. You will be able to attend the IBTX special meeting by visiting [      ] (the “IBTX special meeting website”) and using the 16-digit control number included in your proxy card.

Shares in “street name”.   Shares held in a brokerage or other account in “street name” may be voted in person at the SouthState special meeting by you only if you obtain a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares. If you choose to vote your shares in street name in person at the SouthState special meeting, please bring that signed legal proxy along with proof of identification. Shares held in a brokerage or other account in “street name” may be voted in person (virtually) at the IBTX special meeting by visiting the IBTX special meeting website and using the 16-digit

 

7

 

control number included in your proxy card or the voting instruction form provided by your bank, broker, trustee, nominee or other holder of record.

Even if you plan to attend the SouthState special meeting or the IBTX special meeting, as applicable, SouthState and IBTX recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the special meetings can be found under the section entitled “The SouthState Special Meeting” and under the section entitled “The IBTX Special Meeting”.

Q:

How can I vote my shares without attending my respective special meeting?

​

A:   Whether you hold your shares directly as the holder of record of SouthState common stock or IBTX common stock or beneficially in “street name”, you may direct your vote by proxy without attending the SouthState special meeting or the IBTX special meeting, as applicable.

If you are a record holder of SouthState common stock or IBTX common stock, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name”, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before your respective company’s special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s special meeting.

Additional information on voting procedures can be found under the section entitled “The SouthState Special Meeting” and under the section entitled “The IBTX Special Meeting”.

Q:

What do I need to do now?

​

A:   After carefully reading and considering the information contained in this joint proxy statement/ prospectus, please vote as soon as possible. If you hold shares of SouthState common stock or IBTX common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. Please note that if you hold shares beneficially in “street name”, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

Q:

Why is my vote important?

​

A:   If you do not vote, it will be more difficult for SouthState or IBTX to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote at the respective special meeting, or failure to instruct your bank, broker, trustee or other nominee how to vote, will have the same effect as a vote “AGAINST” the SouthState merger proposal and the IBTX merger proposal, as applicable, and an abstention will have the same effect as a vote “AGAINST” the SouthState merger proposal and the IBTX merger proposal, as applicable.

Approval of the SouthState merger proposal requires the affirmative vote of at least two-thirds of the votes entitled to be cast on the merger agreement by the holders of SouthState common stock. Approval of the IBTX merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of IBTX common stock entitled to vote on the merger agreement. Approval of the SouthState adjournment proposal requires the votes cast by shareholders of SouthState in favor of the proposal to exceed the votes cast by shareholders of SouthState against the proposal at the SouthState special meeting. Approval of the IBTX compensation proposal requires the affirmative vote of a majority of the votes cast by the holders of IBTX common stock entitled to vote and present in person (virtually) or represented by proxy at the IBTX special meeting. Approval of the IBTX adjournment proposal requires the affirmative vote of a majority of votes cast by the holders of IBTX common stock entitled to vote, present in person (virtually) or represented by proxy at the IBTX special meeting. The SouthState board of

 

8

 

directors unanimously recommends that you vote “FOR” the SouthState merger proposal and “FOR” the SouthState adjournment proposal. The IBTX board of directors unanimously recommends that you vote “FOR” the IBTX merger proposal, “FOR” the IBTX compensation proposal and “FOR” the IBTX adjournment proposal.

Q:

Can I change my vote after I have delivered my proxy or voting instruction card?

​

A:   Yes. You can change your vote at any time before your proxy is voted at your respective special meeting. You can do this by:

•

timely delivery of a written notice of revocation of your proxy to the corporate secretary of SouthState or IBTX, as applicable;

​

•

signing and returning a subsequently dated proxy card by 11:59 p.m. Eastern Time on the day before the applicable special meeting;

​

•

for SouthState common shareholders, attending the SouthState special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting;

​

•

for IBTX common shareholders, attending and voting virtually at the IBTX special meeting; or

​

•

voting by telephone or the Internet at a later time.

​

If your shares are held by a broker, bank, trustee or other nominee, you should contact your broker, bank, trustee or other nominee to change your vote.

Q:   Will SouthState be required to submit the SouthState merger proposal to its shareholders even if the SouthState board of directors has withdrawn, modified or qualified its recommendation?

A:   Yes. Unless the merger agreement is terminated before the SouthState special meeting, SouthState is required to submit the SouthState merger proposal to its shareholders even if the SouthState board of directors has withdrawn or modified its recommendation.

Q:   Will IBTX be required to submit the IBTX merger proposal to its shareholders even if the IBTX board of directors has withdrawn, modified or qualified its recommendation?

A:   Yes. Unless the merger agreement is terminated before the IBTX special meeting, IBTX is required to submit the IBTX merger proposal to its shareholders even if the IBTX board of directors has withdrawn or modified its recommendation.

Q:   What happens if I sell my shares of SouthState common stock or IBTX common stock after the record date but before the date of the SouthState special meeting or the IBTX special meeting?

A:   The record date of the SouthState special meeting and the IBTX special meeting is earlier than the date of the SouthState special meeting and the IBTX special meeting and the date that the merger is expected to be completed. If you transfer your shares of SouthState common stock or IBTX common stock after the applicable record date but before the date of the SouthState special meeting or the IBTX special meeting, as applicable, you will retain your right to vote at the SouthState special meeting or the IBTX special meeting, as applicable, but holders of IBTX common stock will not have the right to receive the merger consideration to be received by the holders of IBTX common stock in the merger with respect to any shares of IBTX common stock transferred after the record date but prior to the IBTX special meeting. In order to receive the merger consideration, you must hold your shares of IBTX common stock through the effective time.

Q:

Are holders of SouthState common stock entitled to appraisal or dissenters’ rights?

​

A:   No. Holders of SouthState common stock are not entitled to appraisal or dissenters’ rights under the South Carolina Business Corporation Act of 1988, as amended (the “SCBCA”). For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger”.

 

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Q:

Are holders of IBTX common stock entitled to appraisal or dissenters’ rights?

​

A:   No. Holders of IBTX common stock are not entitled to appraisal or dissenters’ rights under the Texas Business Organizations Code, as amended (the “TBOC”). For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger”.

Q:   Are there any risks that I should consider in deciding whether to vote for the approval of the SouthState merger proposal or the IBTX merger proposal, or the other proposals to be considered at the SouthState special meeting and the IBTX special meeting, respectively?

A:   Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors”. You also should read and carefully consider the risk factors of SouthState and IBTX contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

Q:   What are the material U.S. federal income tax consequences of the merger to holders of IBTX common stock?

A:   The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that SouthState and IBTX each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of IBTX common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their IBTX common stock for SouthState common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of SouthState common stock. You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”.

Q:   When is the merger expected to be completed?

A:   SouthState and IBTX expect the merger to close by the end of the first quarter of 2025. However, neither SouthState nor IBTX can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. SouthState and IBTX must first obtain the approval of holders of SouthState common stock and holders of IBTX common stock for the merger proposals, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

Q:

What are the conditions to completion of the merger?

​

A:   The obligations of SouthState and IBTX to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of statutory waiting periods without the imposition of any materially burdensome regulatory condition, tax opinions, approval by holders of SouthState common stock of the SouthState merger proposal and approval by holders of IBTX common stock of the IBTX merger proposal. For more information, see the section entitled “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Merger”.

Q:

What happens if the merger is not completed?

​

A:   If the merger is not completed, holders of IBTX common stock will not receive any consideration for their shares of IBTX common stock in connection with the merger. Instead, IBTX will remain an independent public company, IBTX common stock will continue to be listed on the NASDAQ, and SouthState will not complete the issuance of shares of SouthState common stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $186,000,000 may be payable by SouthState to IBTX or a termination fee of $60,915,000 may be payable by IBTX to SouthState, as applicable. See the section entitled “The Transaction Agreements — Description of the Merger

 

10

 

Agreement — Termination Fee” for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

Q:

Should I send in my stock certificates now?

​

A:   No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent mutually agreed upon by SouthState and IBTX (the “exchange agent”) will send you instructions for exchanging IBTX stock certificates for the consideration to be received in the merger. See the section entitled “The Transaction Agreements — Description of the Merger Agreement — Conversion of Shares; Exchange of IBTX Stock Certificates”.

Q:   What should I do if I receive more than one set of voting materials for the same special meeting?

A:   If you hold shares of SouthState common stock or IBTX common stock in “street name” and also directly in your name as a holder of record or otherwise or if you hold shares of SouthState common stock or IBTX common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record holders.   For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of SouthState common stock or IBTX common stock are voted.

Shares in “street name”.   For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee to vote your shares.

Q:

Who can help answer my questions?

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A:   SouthState shareholders:   If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact Beth DeSimone, Corporate Secretary, at 1101 First Street South, Winter Haven, Florida 33880, Telephone: (863) 293-4710, E-mail: bdesimone@southstatebank.com, or SouthState’s proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), at 501 Madison Avenue, 20th Floor, New York, New York 10022, Telephone (toll-free): (877) 825-8964, Banks and Brokers (collect): (212) 750-5833.

IBTX shareholders:   If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact IBTX’s corporate secretary at 7777 Henneman Way, McKinney, Texas 75070, or IBTX’s proxy solicitor, Innisfree, at 501 Madison Avenue, 20th Floor, New York, New York 10022, Telephone (toll-free): (877) 750-0637, Banks and Brokers (collect): (212) 750-5833.

 

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12

 

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SouthState Common Stock

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IBTX Common Stock

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Implied Value of One Share of IBTX Common Stock

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May 17, 2024

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​

​

$

80.85

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​

​

​

$

43.94

​

​

​

​

$

48.51

​

​

[         ], 2024

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​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

13

 

14

 

15

 

16

 

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17

 

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18

 

19

 

20

 

21

 

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RISK FACTORS

An investment by IBTX’s shareholders in SouthState common stock as a result of the exchange of shares of SouthState common stock for shares of IBTX common stock in the merger involves certain risks. Similarly, a decision on the part of SouthState shareholders to approve the merger agreement also involves risks for SouthState shareholders, who will continue to hold their shares of SouthState common stock after the merger. Certain material risks and uncertainties connected with the merger agreement, including the merger and bank merger, and ownership of SouthState common stock are discussed below. In addition, SouthState and IBTX discuss certain other material risks connected with the ownership of SouthState common stock and with SouthState’s business, and with the ownership of IBTX common stock and IBTX’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC or may be filed with the SEC after the date of this joint proxy statement/prospectus, each of which reports is or will be incorporated by reference in this joint proxy statement/prospectus.

Holders of IBTX common stock and holders of SouthState common stock should carefully read and consider all of these risks and all other information contained in this joint proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this joint proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the IBTX special meeting or the SouthState special meeting described herein. The risks described in this joint proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of SouthState common stock that you, as an existing SouthState shareholder, currently hold or that you, as an existing IBTX shareholder, will hold upon the completion of the merger, and could result in a significant decline in the value of SouthState common stock and cause the current holders of SouthState common stock and/or the holders of IBTX common stock to lose all or part of their respective investments.

Because the market price of SouthState common stock may fluctuate, holders of IBTX common stock cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of IBTX common stock issued and outstanding immediately prior to the effective time (other than certain shares held by SouthState or IBTX) will be converted into 0.60 shares of SouthState common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either SouthState common stock or IBTX common stock. Changes in the price of SouthState common stock prior to the merger will affect the value that holders of IBTX common stock will receive in the merger. Neither SouthState nor IBTX is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of SouthState common stock or IBTX common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in U.S. monetary policy and its effect on global financial markets and on interest rates, changes in SouthState’s or IBTX’s businesses, operations and prospects and the impact that any of the foregoing may have on SouthState or IBTX and its customers and other constituencies, and regulatory considerations, many of which factors are beyond SouthState’s or IBTX’s control. Therefore, at the time of the SouthState special meeting and the IBTX special meeting, holders of SouthState common stock and holders of IBTX common stock will not know the market value of the consideration to be received by holders of IBTX common stock at the effective time. You should obtain current market quotations for shares of SouthState common stock and for shares of IBTX common stock.

The market price of SouthState common stock after the merger may be affected by factors different from those affecting the shares of SouthState common stock or IBTX common stock currently.

In the merger, holders of IBTX common stock will become holders of SouthState common stock. SouthState’s business differs from that of IBTX. Accordingly, the results of operations of the surviving corporation and the market price of SouthState common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of SouthState and IBTX. For a discussion of the businesses of SouthState and IBTX and of certain factors

 

23

 

to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information”.

SouthState and IBTX are expected to incur significant costs related to the merger and integration.

SouthState and IBTX have incurred and expect to incur certain non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/​employee benefit-related costs, public company filing fees and other regulatory fees, printing and mailing costs and other related costs. Some of these costs are payable by either SouthState or IBTX regardless of whether or not the merger is completed.

The surviving corporation is expected to incur substantial costs in connection with the integration of SouthState and IBTX. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While SouthState and IBTX have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the surviving corporation taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.

Combining SouthState and IBTX may be more difficult, costly or time consuming than expected and SouthState and IBTX may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of SouthState and IBTX. To realize the anticipated benefits and cost savings from the merger, SouthState and IBTX must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If SouthState and IBTX are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.

SouthState and IBTX have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of SouthState and IBTX during this transition period and for an undetermined period after completion of the merger on the surviving corporation.

As companies operating in the financial services industry, the businesses and operations of each of SouthState, IBTX and the surviving corporation following the completion of the merger may be adversely affected in numerous and complex ways, including as a result of adverse economic conditions, natural and human disasters or other international or domestic calamities.

Each of SouthState’s and IBTX’s businesses and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. Uncertainty about federal fiscal monetary and related policies, the medium- and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the control of SouthState, IBTX and the surviving corporation.

In addition, adverse economic, social and political conditions in the United States and in foreign countries, including adverse conditions resulting from natural disasters, acts of terrorism, outbreaks of hostilities or other domestic or international calamities, epidemics and pandemics, and other matters beyond

 

24

 

the control of SouthState, IBTX and the surviving corporation, and the government policy responses to such conditions, could have an adverse effect on the businesses, financial condition, results of operations, prospects and trading prices of each of SouthState and IBTX during the time the merger is pending and the surviving corporation following the completion of the merger.

The future results of the surviving corporation following the merger may suffer if the surviving corporation does not effectively manage its expanded operations.

Following the merger, the size of the business of the surviving corporation will increase significantly beyond the current size of either SouthState’s or IBTX’s business. The surviving corporation’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The surviving corporation may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. There can be no assurances that the surviving corporation will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the merger.

The surviving corporation may be unable to retain SouthState or IBTX personnel successfully while the merger is pending or after the merger is completed.

The success of the merger will depend in part on the surviving corporation’s ability to retain the talents and dedication of key employees currently employed by SouthState and IBTX. It is possible that these employees may decide not to remain with SouthState or IBTX, as applicable, while the merger is pending or with the surviving corporation after the merger is consummated. If SouthState and IBTX are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, SouthState and IBTX could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, the surviving corporation’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating SouthState and IBTX to hiring suitable replacements, all of which may cause the surviving corporation’s business to suffer. In addition, SouthState and IBTX may not be able to locate or retain suitable replacements for any key employees who leave either company. For more information, see the section entitled “The Merger — Governance of the Surviving Corporation After the Merger”.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the surviving corporation following the merger.

Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities in the United States. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals”. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment, including as a result of changes in regulatory agency leadership.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of SouthState’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of SouthState following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders,

 

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injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of the merger or bank merger.

Despite the parties’ commitments to use their reasonable best efforts to resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, under the terms of the merger agreement, neither SouthState nor IBTX is required to take any action or agree to any condition or restriction in connection with obtaining these approvals that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative only to the size of IBTX and its subsidiaries, taken as a whole, without SouthState and its subsidiaries). See the section entitled “The Merger — Regulatory Approvals”.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/ prospectus is preliminary and the actual financial condition and results of operations of the surviving corporation after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/ prospectus is presented for illustrative purposes only and is not necessarily indicative of what the surviving corporation’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the IBTX identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this joint proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of IBTX as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

Certain of SouthState’s and IBTX’s directors and executive officers may have interests in the merger that may differ from the interests of holders of SouthState common stock and holders of IBTX common stock.

Holders of SouthState common stock and holders of IBTX common stock should be aware that some of SouthState’s and IBTX’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of holders of SouthState common stock and holders of IBTX common stock generally. These interests and arrangements may create potential conflicts of interest. The SouthState and IBTX boards of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that SouthState shareholders vote to approve the SouthState merger proposal and the SouthState adjournment proposal, and IBTX shareholders vote to approve the IBTX merger proposal or other IBTX proposals, as applicable. For a more complete description of these interests, please see the sections entitled “The Merger — Interests of SouthState Directors and Executive Officers in the Merger” and “The Merger — Interests of IBTX Directors and Executive Officers in the Merger”.

Termination of the merger agreement could negatively affect SouthState or IBTX.

If the merger is not completed for any reason, including as a result of SouthState shareholders failing to approve the SouthState merger proposal or IBTX shareholders failing to approve the IBTX merger proposal, there may be various adverse consequences and SouthState and/or IBTX may experience negative reactions from the financial markets and from their respective customers and employees. For example, SouthState’s or IBTX’s businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of SouthState common stock or IBTX common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, either SouthState may be required to pay a termination fee of $186,000,000 to IBTX or IBTX may be required to pay a termination fee of $60,915,000 to SouthState, as applicable.

Additionally, each of SouthState and IBTX has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as

 

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the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, SouthState and IBTX would have to pay these expenses without realizing the expected benefits of the merger.

SouthState and IBTX will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on SouthState and IBTX. These uncertainties may impair SouthState’s or IBTX’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with SouthState or IBTX to seek to change existing business relationships with SouthState or IBTX. In addition, subject to certain exceptions, SouthState and IBTX have agreed to operate their respective businesses in the ordinary course consistent with past practice in all material respects prior to closing, and have both agreed not to take certain actions, which could cause SouthState or IBTX to be unable to pursue other beneficial opportunities that may arise prior to the completion of the merger. See the section entitled “The Transaction Agreements — Description of the Merger Agreement — Covenants and Agreements” for a description of the restrictive covenants applicable to SouthState and IBTX.

The shares of SouthState common stock to be received by holders of IBTX common stock as a result of the merger will have different rights from the shares of IBTX common stock.

In the merger, holders of IBTX common stock will become holders of SouthState common stock and their rights as shareholders will be governed by South Carolina law and the governing documents of the surviving corporation. The rights associated with SouthState common stock are different from the rights associated with IBTX common stock. See the section entitled “Comparison of Shareholders’ Rights” for a discussion of the rights associated with SouthState common stock.

In connection with the merger, SouthState will assume IBTX’s outstanding debt obligations, and the surviving corporation’s level of indebtedness following the completion of the merger could adversely affect the surviving corporation’s ability to raise additional capital and to meet its obligations under its existing indebtedness.

In connection with the merger, SouthState will assume IBTX’s outstanding indebtedness. SouthState’s existing debt, together with any future incurrence of additional indebtedness, could have important consequences for the surviving corporation’s creditors and the surviving corporation’s shareholders. For example, it could limit the surviving corporation’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; restrict the surviving corporation from making strategic acquisitions or cause the surviving corporation to make non-strategic divestitures; restrict the surviving corporation from paying dividends to its shareholders; increase the surviving corporation’s vulnerability to general economic and industry conditions; and require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the surviving corporation’s indebtedness, thereby reducing the surviving corporation’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities.

Holders of SouthState common stock and IBTX common stock will have a reduced ownership and voting interest in the surviving corporation after the merger and will exercise less influence over management.

Holders of SouthState common stock and IBTX common stock currently have the right to vote in the election of the board of directors and on other matters affecting SouthState and IBTX, respectively. When the merger is completed, each holder of IBTX common stock who receives shares of SouthState common stock will become a holder of common stock of the surviving corporation, with a percentage ownership of the surviving corporation that is smaller than the holder’s percentage ownership of IBTX. Based on the number of shares of SouthState and IBTX common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of SouthState common stock expected to be issued in the merger, the former holders of IBTX common stock, as a group, are estimated to own approximately 25% of the fully diluted shares of the surviving corporation immediately after the merger and current holders of SouthState common stock as a group are estimated to own approximately 75% of the fully diluted shares of the surviving corporation immediately after the merger. Because of this, holders of

 

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IBTX common stock may have less influence on the management and policies of the surviving corporation than they now have on the management and policies of IBTX, and holders of SouthState common stock may have less influence on the management and policies of the surviving corporation than they now have on the management and policies of SouthState.

Issuance of shares of SouthState common stock in connection with the merger may adversely affect the market price of SouthState common stock.

In connection with the payment of the merger consideration, based on the current number of shares of IBTX common stock outstanding and reserved for issuance, SouthState expects to issue approximately [      ] million shares of SouthState common stock to IBTX shareholders. The issuance of these new shares of SouthState common stock may result in fluctuations in the market price of SouthState common stock, including a stock price decrease.

Holders of SouthState common stock and holders of IBTX common stock will not have appraisal rights or dissenters’ rights in the merger.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 33-13-102(b) of the SCBCA, the holders of SouthState common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger with respect to any shares of SouthState common stock that remain outstanding after the consummation of the merger. If the merger is completed, holders of SouthState common stock will not receive any consideration for their shares, and their shares of SouthState common stock will remain outstanding and will constitute shares of the surviving corporation. Accordingly, holders of SouthState common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.

Under Section 10.354 of the TBOC, the holders of IBTX common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger. Under Texas law, a shareholder of IBTX has the rights of dissent and appraisal with respect to a fundamental business transaction, defined as a merger, interest exchange, conversion, or sale of all or substantially all assets. However, under Texas law, a shareholder of IBTX may not dissent from a plan of merger or conversion in which there is a single surviving or new Texas entity, or from a plan of exchange, if on the record date for the IBTX special meeting, the shares of IBTX common stock are listed on a national securities exchange or held of record by more than 2,000 shareholders, and (i) the shareholder is not required by the terms of the plan of merger, conversion, or exchange to accept for the shareholder’s ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner; and (ii) the shareholder is not required by the terms of the plan of merger, conversion, or exchange to accept for the shareholder’s ownership interest any consideration other than (A) ownership interests, or depository receipts in respect of ownership interests, that, immediately after the effective date of the merger, conversion, or exchange will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are (1) listed on a national securities exchange or authorized for listing on the exchange on official notice of issuance; or (2) held of record by at least 2,000 owners; (B) cash instead of fractional ownership interests the shareholder would otherwise be entitled to receive; or (C) any combination of such ownership interests and cash. The holders of IBTX common stock will receive shares of SouthState common stock as consideration in the merger, which shares are currently listed on the NYSE, and are expected to continue to be so listed at the effective time. Accordingly, the holders of IBTX common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.

The merger agreement limits SouthState’s and IBTX’s respective ability to pursue alternatives to the merger and may discourage other companies from trying to acquire SouthState or IBTX.

The merger agreement contains “no shop” covenants that restrict each of SouthState’s and IBTX’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or

 

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proposals with respect to any acquisition proposal, engage or participate in any negotiations with any person concerning any acquisition proposal, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, subject to certain exceptions, or, unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement in connection with or relating to any acquisition proposal.

The merger agreement further provides that, during the 12-month period following the termination of the merger agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, SouthState may be required to pay IBTX a termination fee of $186,000,000 and IBTX may be required to pay SouthState a termination fee of $60,915,000. See the section entitled “The Transaction Agreements — Description of the Merger Agreement — Termination Fee”.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of SouthState or IBTX from considering or proposing that acquisition.

The merger will not be completed unless important conditions are satisfied or waived, including approval by IBTX shareholders and SouthState shareholders.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger and the bank merger. If the conditions are not satisfied or, subject to applicable law, waived, the merger and the bank merger will not occur or will be delayed and each of IBTX and SouthState may lose some or all of the intended benefits of the merger. The following conditions must be satisfied or waived, if permissible, before IBTX and SouthState are obligated to complete the merger:

a.

approval of the merger agreement, including the issuance of shares of SouthState common stock in the merger, by the shareholders of SouthState by the requisite SouthState vote and approval of the merger agreement by the shareholders of IBTX by the requisite IBTX vote;

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b.

the authorization for listing on the NYSE, subject to official notice of issuance, of the shares of SouthState common stock that will be issued pursuant to the merger agreement;

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c.

the receipt of specified governmental consents and approvals, including from the Federal Reserve Board and the OCC, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of any materially burdensome regulatory condition;

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d.

the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for such purpose initiated or threatened by the SEC and not withdrawn;

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e.

no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger or the bank merger being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal the completion of the merger or the bank merger;

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f.

the accuracy of the representations and warranties of SouthState and IBTX contained in the merger agreement, generally as of the date on which the merger agreement was entered into and as of the closing date, subject to the materiality standards provided in the merger agreement (and the receipt by each party of a certificate dated as of the closing date and signed on behalf of the other party by the chief executive officer or the chief financial officer to such effect);

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g.

the performance in all material respects by each of SouthState and IBTX of their respective obligations, covenants and agreements under the merger agreement (and the receipt by each party of a certificate dated as of the closing date and signed on behalf of the other party by its chief executive officer or chief financial officer to such effect); and

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h.

receipt by each of SouthState and IBTX of an opinion of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

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None of the opinions regarding the fairness, from a financial point of view, of the exchange ratio in the merger delivered to the IBTX board of directors and the SouthState board of directors prior to the signing of the merger agreement reflects any changes in circumstances since the date on which such opinions were delivered.

The opinions rendered by KBW, financial advisor to IBTX, to the IBTX board of directors on, and dated, May 17, 2024, and by Raymond James & Associates, financial advisor to SouthState, to the SouthState board of directors on, and dated, May 17, 2024, were based upon information available to such financial advisors as of the date of each respective opinion. Neither opinion reflects any changes that may occur or may have occurred after the date on which that opinion was delivered, including changes to the operations and prospects of IBTX or SouthState, changes in general market and economic conditions, or other changes which may be beyond the control of IBTX and SouthState. Any such changes may alter the relative value of IBTX or SouthState or the prices of shares of IBTX common stock or SouthState common stock by the time the merger is completed. The opinions do not speak as of the date the merger will be completed or as of any date other than the date of each respective opinion. For a description of the opinion that the IBTX board of directors received from IBTX’s financial advisor, please see the section entitled “The Merger — Opinion of IBTX’s Financial Advisor”. For a description of the opinion that the SouthState board of directors received from SouthState’s financial advisor, please see the section entitled “The Merger — Opinion of SouthState’s Financial Advisor”.

SouthState and IBTX are or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies relating to their respective businesses that may lead to adverse consequences.

Many aspects of the banking business involve a substantial risk of legal liability. SouthState, IBTX, SouthState Bank and IBTX Bank have been named or threatened to be named as defendants in various lawsuits arising from their business activities (and in some cases from the activities of companies that they have acquired). In addition, from time to time, SouthState or IBTX are, or may become, the subject of self-regulatory agency information-gathering requests, reviews, investigations and proceedings, and other forms of regulatory inquiry, including by bank regulatory agencies, the SEC and law enforcement authorities.

Shareholder litigation could prevent or delay the closing of the merger or otherwise negatively affect the business and operations of SouthState and IBTX.

SouthState and IBTX may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of SouthState and IBTX and could prevent or delay the completion of the merger.

Risks Relating to SouthState’s Business

You should read and consider risk factors specific to SouthState’s business that will also affect the surviving corporation after the merger. These risks are described in the sections entitled “Risk Factors” in SouthState’s Annual Report on Form 10-K for the year ended December 31, 2023, the SouthState’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/ prospectus.

Risks Relating to IBTX’s Business

You should read and consider risk factors specific to IBTX’s business that will also affect the surviving corporation after the merger. These risks are described in the sections entitled “Risk Factors” in IBTX’s Annual Report on Form 10-K for the year ended December 31, 2023, IBTX’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/ prospectus.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this joint proxy statement/ prospectus which are not statements of historical fact constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which SouthState and IBTX operate and beliefs of and assumptions made by SouthState management and IBTX management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of SouthState, IBTX or the surviving corporation.

Words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “is anticipated”, “is estimated”, “is expected”, “is intended”, “objective”, “plan”, “projected”, “projection”, “trend”, “will affect”, “will be”, “will continue”, “will decrease”, “will grow”, “will impact”, “will increase”, “will incur”, “will reduce”, “will remain”, “will result”, “would be”, variations of such words or phrases (including where the word “could”, “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Such forward-looking statements include, but are not limited to, statements about the strategic rationale and financial benefits of the transactions, including expected future financial and operating results and the surviving corporation’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; statements of plans and objectives of SouthState or IBTX or their management or board of directors, including those relating to products or services, and statements of future economic performance — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

In addition to the factors relating to the transactions discussed in the section entitled “Risk Factors” and the factors previously disclosed in SouthState’s and IBTX’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements or historical performance: (1) the risk that the cost savings and any revenue synergies from the transactions may not be fully realized or may take longer than anticipated to be realized, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the transactions, (3) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement, (4) 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, (5) the failure to obtain the necessary approvals by the shareholders of SouthState or IBTX, (6) the amount of the costs, fees, expenses and charges related to the transactions, (7) the ability by each of SouthState and IBTX to obtain required governmental approvals of the transactions (and the risk that such approvals may result in the imposition of conditions that could adversely affect the surviving corporation or the expected benefits of the transactions), (8) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transactions, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the transactions, (10) the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution caused by SouthState’s issuance of additional shares of its common stock in the merger, (12) a material adverse change in the financial condition of SouthState or IBTX, (13) general competitive, economic, political and market conditions, (14) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including the global coronavirus pandemic, the related disruption to local, regional and global economic activity and financial markets, the ability to complete the transactions or any of the foregoing risks, (15) the outcome of any legal proceedings that may be instituted against

 

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SouthState or IBTX, and (16) other factors that may affect future results of SouthState and IBTX, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and the OCC and legislative and regulatory actions and reforms.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, SouthState and IBTX claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, we caution you not to place reliance on these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither SouthState nor IBTX undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that SouthState and IBTX have filed with the SEC as described in the section entitled “Where You Can Find More Information”.

We expressly qualify in their entirety all forward-looking statements attributable to either of us or any person acting on our behalf by the cautionary statements contained or referred to in this joint proxy statement/​prospectus.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial data is being provided to aid shareholders in their analysis of the financial aspects of the merger. The unaudited pro forma condensed combined financial data has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 combines the unaudited consolidated balance sheet of SouthState as of March 31, 2024 with the unaudited consolidated balance sheet of IBTX as of March 31, 2024, giving effect to the merger as if the merger had been consummated on March 31, 2024.

The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2024 and the year ended December 31, 2023 combines the unaudited consolidated statement of income of SouthState with the unaudited consolidated statement of income of IBTX for the three months ended March 31, 2024 and the audited consolidated statement of income of SouthState with the audited consolidated statement of income of IBTX for the year ended December 31, 2023, giving effect to the merger as if the merger had been consummated on January 1, 2023.

The unaudited pro forma condensed combined financial data was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are incorporated by reference into this joint proxy statement/prospectus by reference:

•

The historical audited consolidated financial statements of SouthState for the year ended December 31, 2023;

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•

The historical audited consolidated financial statements of IBTX for the year ended December 31, 2023;

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•

The historical unaudited consolidated financial statements of SouthState as of and for the period ended March 31, 2024; and

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•

The historical unaudited consolidated financial statements of IBTX as of and for the period ended March 31, 2024.

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The unaudited pro forma condensed combined financial data should also be read together with other financial data included elsewhere or incorporated by reference into this joint proxy statement/prospectus.

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial data has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial data. The pro forma adjustments reflect transaction accounting adjustments related to the merger, which is discussed in further detail below. Amounts presented reflect the accounting for the acquisition of IBTX by SouthState. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the surviving company’s consolidated results of operations or consolidated financial position that would actually have occurred had the merger been consummated on the dates assumed or to project the surviving company’s consolidated results of operations or consolidated financial position for any future date or period.

The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial data appearing below also does not consider any potential effects of changes in market conditions on revenues or expense efficiencies, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial data is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2024