SEC Form 11-K filed by SouthState Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20529

FORM 11-K

(Mark One)

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

OR

[  ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                              to

Commission File Number: 001-12669

SouthState Bank 401(k) Retirement Savings Plan

1101 1^st Street S

Winter Haven, Florida 33880

SOUTHSTATE CORPORATION

1101 1^st Street S

Winter Haven, Florida 33880

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SouthState Bank 401(k) Retirement Savings Plan

Financial Statements with Supplemental Schedule

December 31, 2024 and 2023 and for the Year Ended December 31, 2024

And Report of Independent Registered Public Accounting Firm

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Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of

SouthState Bank 401(k) Retirement Savings Plan

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Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of SouthState Bank 401(k) Retirement Savings Plan (the Plan) as of December 31, 2024 and 2023, and the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2024 and 2023, and the changes in its net assets available for benefits for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

Supplemental Schedule Required by ERISA

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2024 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

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/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 2023.

Birmingham, Alabama

June 20, 2025

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SouthState Bank 401(k) Retirement Savings Plan

Statements of Net Assets Available for Benefits

December 31, 2024 and 2023

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The accompanying notes are an integral part of the financial statements.

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SouthState Bank 401(k) Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2024

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The accompanying notes are an integral part of the financial statements.

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SouthState Bank 401(k) Retirement Savings Plan

Notes to Financial Statements

Note 1 – Description of Plan

The following description of the SouthState Bank 401(k) Retirement Savings Plan (“Plan”) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.

General:

The Plan is a contributory defined contribution plan covering all employees with the exception of employees classified as temporary or “on-call” of SouthState Bank, N.A. (the “Company”), a wholly-owned subsidiary of SouthState Corporation, and all affiliates of the Company who are age 18 or older. The Company’s employees can enter the Plan immediately upon meeting eligibility requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is administered by the Retirement Committee, members of which are appointed by the Board. The Retirement Committee contracted Fidelity Management Trust Company (“Fidelity” or the “Trustee”) as the trustee and record keeper of the Plan and the Plan’s assets.

Contributions:

Each year, participants may contribute up to 85% of pretax annual base compensation, as defined in the Plan. The Plan also allows participants to make after-tax Roth Contributions, subject to certain limitations imposed by the Plan.  Participants may also contribute amounts representing distributions from other qualified retirement plans (rollovers). Participants direct the investment of their contributions into various investment options offered by the Plan.

The Plan defines Compensation as a participant’s Form W-2 Compensation received during a Compensation Determination Period. A Compensation Determination Period is defined as the Plan Year; and any elective deferrals as defined under the Internal Revenue Code (the “Code”) §402(g) and any amount contributed or deferred by the Employer at the election of the Employee which is not includible in gross income by reason of Code §125, Code §132(f)(4) or Code §457, will be included in Compensation. In addition, any amount received under the following circumstances will not be considered Compensation: amounts set forth in Regulation §1.414(s)-1(c)(3) (i.e., reimbursements or other expense allowances, including fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits, even if includible in gross income).

The Plan permits eligible participants to contribute up to a maximum annual amount of $23,000 for 2024. Participants age 50 and older are permitted to make catch-up contributions of $7,500 for 2024.

The Plan requires newly eligible employees be automatically enrolled in the Plan with a withholding of 4% of Compensation as defined by the Plan unless a Salary Deferral Election form is filed.

The Plan provides for discretionary non-elective profit sharing contributions on an annual basis. Employees will be entitled to such contributions if they are employed on the last day of the year and have completed 1,000 hours of service during the Plan year. Employment terminated during the year due to normal retirement, death or disability shall not result in loss of the non-elective Company contribution. There were no non-elective contributions for 2024.

Employees participating in the Plan receive a 100% matching of their 401(k) plan contribution, up to 4% of their Compensation. Employer contributions on the first 4% of their Compensation are made per pay period. In addition, employees are eligible for an additional 2% discretionary matching contribution. For the year ended December 31, 2024, there was no discretionary matching contribution. Employer contributions for the discretionary match may be made annually from current or accumulated net profits. Both employer and employee contributions are subject to certain limitations based on the Code.

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Note 1 – Description of Plan (continued)

Participant accounts:

Each participant’s account is credited with the participant’s contribution, allocations of the Company’s matching contribution, Company’s non-elective profit sharing, if any, and allocations of Plan earnings. Each participant’s account is also charged with an allocation of administrative expenses and Plan losses. Allocations are based on account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting:

All participant contributions and the Company’s matching contributions are immediately vested. Participants vest in non-elective profit sharing contributions at 10% for first and second year, 20% per year for the next four years until fully vested at six years, or upon the earlier of their death, disability or retirement at age 65 or older. An employee must complete at least 1,000 hours of service during a vesting computation period to receive credit for a year of service. The Plan measures a year of service on the basis of the 12-consecutive month period of the Plan year.

Investment Options:

Participants may direct how their pre-tax and after-tax (Roth) deferred contributions, rollover funds, employer matching contributions and employer non-elective profit-sharing contributions will be invested within various investment options selected by the Retirement Committee. All participant directed funds, except investments in SouthState Bank Unitized Stock Fund may be redirected daily.  For the SouthState Bank Unitized Stock Fund, the maximum deferral allocation and balance threshold is restricted to 10% per the Plan (See Note 7 – Investments for additional information on the SouthState Bank Unitized Stock Fund).

Participants must wait 30 calendar days before exchanging back into SouthState Bank Unitized Stock Fund. The 30-day clock restarts after every exchange out of the account. This does not apply to the following:

Forfeitures:

At December 31, 2024 and 2023, forfeited non-vested accounts totaled $8,855 and $18,056, respectively. Forfeitures may be used to reduce employer contributions or to pay administrative expenses incurred by the Plan. Any additional balances in the forfeiture account will then be applied to restore previous forfeitures of participant accounts pursuant to the Plan document. The portion of the forfeiture account available after the above items are satisfied is then available to be used to offset any employer contribution. During 2025, $10,000 forfeitures were used to offset the 2024 employer contributions.

Notes Receivable from Participants:

Participants may borrow from their plan assets after one year of participation. A participant must borrow at least $1,000 with the maximum amount being the lesser of (1) $50,000 or (2) one-half of the participant’s vested account balance. Loans are payable in full upon default or termination of employment. Outstanding loans at December 31, 2024 carry interest rates ranging from 3.25% to 9.50%. Principal and interest is paid ratably through payroll deductions.

The Plan allows two loans outstanding per participant at a time. A participant also must wait until at least 30 days after the pay-off of the previous loan to obtain a new loan. The Plan does not restrict loans from any portion of the participant’s funds invested in the SouthState Bank Unitized Stock Fund.

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Note 1 – Description of Plan (continued)

Payment of benefits and withdrawals:

On termination of service due to death, disability, retirement, or other reasons, a participant may leave the funds in the Plan or receive a lump-sum amount equal to the value of his or her account.

A participant may also receive a hardship withdrawal upon meeting certain immediate financial need requirements as defined by the Plan. Funds derived from matching and profit sharing contributions are not available for hardship withdrawals.

The Plan allows Fidelity, at its sole discretion, to distribute a participant’s vested Aggregate Account balance without consent of the participant if the account balance is less than $5,000. Such distribution may be made in a lump sum at any time after a participant terminates employment, subject to certain provisions of the Plan.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting:

The financial statements of the Plan are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and the disclosure of contingent assets and liabilities. Accordingly, actual results could differ from those estimates.

Investment Valuation and Income Recognition:

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 8 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of the Plan’s investments consists of the realized gains or losses on investments sold and unrealized appreciation or depreciation on investments held at year end.

Payment of Benefits and Withdrawals:

Benefits and withdrawals are recorded when paid. Amounts allocated to withdrawing participants may be recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date.

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Note 2 – Summary of Significant Accounting Policies (continued)

Notes Receivable from Participants:

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based on the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2024 or 2023.

Contributions:

Contributions from Plan participants and the matching contributions from the Company are recorded in the year in which the employee contributions are withheld.

Risks and Uncertainties:

The Plan invests in various investment securities which are exposed to various risks such as interest rate, market volatility and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

Note 3 – Related Party Transactions

Certain Plan investments are shares of SouthState Corporation common stock. The Plan held common shares of SouthState Corporation of 137,141 shares valued at $13,642,815 and 155,634 shares valued at $13,143,375 at December 31, 2024 and 2023, respectively. Dividends received from SouthState Corporation common stock totaled $310,026 for the year ended December 31, 2024.

Note 4 – Plan Termination

The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their accounts.

Note 5 – Tax Status

The underlying pre-approved plan has received an opinion letter from the Internal Revenue Service (IRS) dated June 30, 2020 stating that the written form of the underlying pre-approved document is qualified under Section 401 of the Code. Any employer adopting this form of the plan will be considered to have a plan qualified under Section 401 of the Code, and, therefore, the related trust is tax-exempt. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.

Under accounting principles generally accepted in the United States, Plan management is required to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2024 and 2023, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

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Note 6 – Exempt Party-In-Interest Transactions

The Plan’s administrative expenses are paid by either the Plan or the Company, as provided by the Plan document. Investment related expenses are included in net appreciation (depreciation) of fair value of investments. Certain administrative functions are performed by employees of the Company. No such employee receives compensation from the Plan.

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

Note 7 – Investments

Plan assets are held in a trust established pursuant to an agreement between the Company and the Trustee.

The Retirement Committee and Trustee direct the investment activities of the trust and have full discretionary authority for the purchase and sale of investments, subject to the participants’ permitted investment elections and certain other specified limitations.

The Trustee maintains a SouthState Corporation Unitized Stock Fund, for the exclusive use of the Plan, to account for the Plan’s interest in SouthState Corporation common stock, plus any undistributed cash to be invested into SouthState Corporation common stock. The Trustee acquires and sells the common stock through a broker-dealer.

Note 8 – Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. FASB ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value   measurement. The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Following is a description of valuation methodologies used for assets recorded at fair value on a recurring and nonrecurring basis. There have been no changes in the methodologies used at December 31, 2024 and 2023.

SouthState Corporation Unitized Stock Fund is valued on a recurring basis at quoted market prices where available. The common stock is a quoted price in an active market and is classified within Level 1 of the valuation hierarchy.  As disclosed in Note 7, this fund also has a small percentage of cash invested in a money market fund, which is included with mutual funds and is classified within Level 1 of the valuation hierarchy.

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Note 8 – Fair Value Measurements (continued)

Mutual Funds are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within Level 1 of the valuation hierarchy.

Common collective trust fund holds guaranteed investment contracts (“GIC”), separate account GICs, and synthetic GICs. The fair value of the Plan's interest in the common collective trust ("CCT") is based on the unit value of the fund as determined by the investment manager sponsoring such fund by dividing the CCT's net asset at fair value by its units outstanding at the valuation date. The CCT does not have a readily determinable fair value and therefore has been valued at NAV as a practical expedient and is not classified within a level of the valuation hierarchy.

The table below presents the recorded amount of the Plan’s investments measured at fair value on a recurring basis.

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Note 9 – Net Asset Value Per Share

The following table for December 31, 2024 and 2023 sets forth a summary of the Plan’s investments with a reported estimated fair value using net asset value per share:

Note 10 – Subsequent Events

On January 1, 2025, SouthState Corporation, a South Carolina corporation, closed on the previously announced merger of Independent Bank Group, Inc., a Texas corporation (“IBTX”), with and into SouthState Corporation, pursuant to the Agreement and Plan of Merger, dated as of May 17, 2024, by and between SouthState Corporation and IBTX.  As a result of this transaction, the defined contribution plan sponsored by IBTX was terminated effective December 31, 2024 and is currently in liquidation.  Participants of such plan can become participants of the Plan starting on January 1, 2025.

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Supplemental Schedule

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SouthState Bank 401(k) Retirement Savings Plan

EIN 59-2979916

Plan No. 003

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2024

whereas the Form 5500 requires that notes receivable from participants be listed as investments.

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Exhibit Index

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan investment committee members have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

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