false
0000764038
NASDAQ
0000764038
2024-02-06
2024-02-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 6, 2024
SOUTHSTATE CORPORATION
(Exact name of registrant as
specified in its charter)
|
|
|
South Carolina
(State or Other Jurisdiction
of
Incorporation)
|
001-12669
(Commission File Number)
|
57-0799315
(IRS Employer
Identification No.)
|
1101 First Street South, Suite
202
Winter Haven, FL
(Address of principal executive offices)
|
|
33880
(Zip Code) |
(863) 293-4710
(Registrant’s telephone
number, including area code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, par value $2.50 per share |
SSB |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.05. Material Cybersecurity Incidents.
SouthState Bank, N.A., (the "Company") detected what was
determined to be a cybersecurity incident on February 6, 2024. Upon detection, the Company initiated its incident response and business
continuity protocols and began taking measures to disrupt the unauthorized activity. As part of its process to address the incident, the
Company proactively took measures to isolate parts of its network, which resulted in some disruption to the Company's business processes.
The Company's operations have continued throughout this process in all material respects. The Company is conducting a thorough investigation
and a cybersecurity firm has been engaged. Banking regulators and law enforcement have been notified.
While the investigation is ongoing, as of the date of this filing,
the incident has not had a material impact on the Company's operations, and the Company has not determined the incident is reasonably
likely to materially impact the Company's financial conditions or results of operations.
Cautionary Statement Regarding Forward Looking
Statements
Statements included in this communication, which
are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor
provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial
services industry, the economy and SouthState. Words and phrases such as “may,” “approximately,” “continue,”
“should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,”
“look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,”
“plan,” “could,” “potential,” “possible” and variations of such words and similar expressions
are intended to identify such forward-looking statements.
SouthState cautions readers that forward-looking
statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things,
timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such
risks, uncertainties and assumptions, include, among others, the following: (1) economic downturn risk, potentially resulting in deterioration
in the credit markets, inflation, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which
risks could be exacerbated by potential negative economic developments resulting from federal spending cuts and/or one or more federal
budget-related impasses or actions; (2) interest rate risk primarily resulting from the interest rate environment, the number and pace
of interest rate increases, and their impact on the Bank’s earnings, including from the correspondent and mortgage divisions, housing
demand, the market value of the Bank’s loan and securities portfolios, and the market value of SouthState’s equity; (3) volatility
in the financial services industry (including failures or rumors of failures of other depository institutions), along with actions taken
by governmental agencies to address such turmoil, could affect the ability of depository institutions, including us, to attract and retain
depositors and to borrow or raise capital; (4) the impact of increasing digitization of the banking industry and movement of customers
to on-line platforms, and the possible impact on the Bank’s results of operations, customer base, expenses, suppliers and operations;
(5) controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply
with regulations related to controls and procedures; (6) potential deterioration in real estate values; (7) the impact of competition
with other financial institutions, including deposit and loan pricing pressures and the resulting impact, including as a result of compression
to net interest margin; (8) risks relating to the ability to retain our culture and attract and retain qualified people, which could be
exacerbated by the continuing work from remote environment; (9) credit risks associated with an obligor’s failure to meet the terms
of any contract with the Bank or otherwise fail to perform as agreed under the terms of any loan-related document; (10) risks related
to the ability of the Company to pursue its strategic plans which depend upon certain growth goals in our lines of business; (11) liquidity
risk affecting the Bank’s ability to meet its obligations when they come due; (12) risks associated with an anticipated increase
in SouthState’s investment securities portfolio, including risks associated with acquiring and holding investment securities or
potentially determining that the amount of investment securities SouthState desires to acquire are not available on terms acceptable to
SouthState; (13) unexpected outflows of uninsured deposits may require us to sell investment securities at a loss; (14) the loss of value
of our investment portfolio could negatively impact market perceptions of us and could lead to deposit withdrawals; (15) price risk focusing
on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios; (16) transaction
risk arising from problems with service or product delivery; (17) compliance risk involving risk to earnings or capital resulting from
violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards; (18) regulatory change risk
resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation,
the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums and including
the impact of special FDIC assessments, the Consumer Financial Protection Bureau regulations or other guidance, and the possibility of
changes in accounting standards, policies, principles and practices; (19) strategic risk resulting from adverse business decisions or
improper implementation of business decisions; (20) reputation risk that adversely affects earnings or capital arising from negative public
opinion including the effects of social media on market perceptions of us and banks generally; (21) cybersecurity risk related to the
dependence of SouthState on internal computer systems and the technology of outside service providers, as well as the potential impacts
of internal or external security breaches, which may subject the Company to potential business disruptions or financial losses resulting
from deliberate attacks or unintentional events; (22) reputational and operational risks associated with environment, social and governance
(ESG) matters, including the impact of recently passed state legislation and proposed federal and state regulatory guidance and regulation
relating to climate change; (23) greater than expected noninterest expenses; (24) excessive loan losses; (25) reputational risk and possible
higher than estimated reduced revenue from previously announced changes in the Bank’s consumer overdraft programs and other deposit
products; (26) the risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or
performance of SouthState; (27) the payment of dividends on SouthState common stock, which is subject to legal and regulatory limitations
as well as the discretion of the board of directors of SouthState, SouthState’s performance and other factors; (28) ownership dilution
risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company;
(29) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and
integration of potential future acquisitions, whether involving stock or cash consideration; (30) catastrophic events such as hurricanes,
tornados, earthquakes, floods or other natural or human disasters, including public health crises and infectious disease outbreaks, as
well as any government actions in response to such events, and the related disruption to local, regional and global economic activity
and financial markets, and the impact that any of the foregoing may have on SouthState and its customers and other constituencies; (31)
geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market
and consumer confidence; and (32) other factors that may affect future results of SouthState, as disclosed in SouthState’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by SouthState with the U.S. Securities and
Exchange Commission (“SEC”) and available on the SEC’s website at http://www.sec.gov, any of which could cause actual
results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.
All forward-looking statements speak only as of
the date they are made and are based on information available at that time. SouthState does not undertake any obligation to update or
otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
SOUTHSTATE CORPORATION |
|
(Registrant) |
|
|
|
|
By: |
/s/ William E. Matthews, V |
|
|
William E. Matthews, V |
|
|
Senior Executive Vice President and |
|
|
Chief Financial Officer |
Dated: February 9, 2024
v3.24.0.1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
SouthState (NYSE:SSB)
Historical Stock Chart
From Mar 2024 to Apr 2024
SouthState (NYSE:SSB)
Historical Stock Chart
From Apr 2023 to Apr 2024