Item 5.02              Departure of Directors or Certain Officers; Election of
                       Directors; Appointment of Certain Officers; Compensatory
                       Arrangements of Certain Officers.



The information set forth in Item 5.03 is incorporated herein by reference.


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Item 5.03              Amendments to Articles of Incorporation or Bylaws; Change in
                       Fiscal Year.


On May 26, 2022, the Board of Directors (the "Board") of SouthState Corporation
(the "Company") unanimously approved certain changes to the configuration and
composition of the Board that arose out of the previously consummated merger of
equals between the Company and CenterState Bank Corporation ("CenterState"). It
was the Board's view that because of the successful integration of the Company
and CenterState, and the completion of the acquisition of Atlantic Capital
Bancshares, Inc., which brought with it two highly talented new directors, the
merger of equals related provisions of the Company's bylaws, which were set to
expire without any action by the Board on June 8, 2023, were no longer necessary
or desirable from a governance perspective.

Bylaws Amendment


Effective as of May 26, 2022, the Company amended its Amended and Restated
Bylaws (such amendment, the "Bylaws Amendment" and the Company's bylaws, as
amended by the Bylaws Amendment, the "Amended and Restated Bylaws") to, among
other things, remove certain temporary governance arrangements related to the
previously consummated merger of equals between the Company and CenterState Bank
Corporation.

The Bylaws Amendment removed provisions requiring that the Company Board be
comprised of specified numbers of Legacy South State Directors (as defined in
the former Amended and Restated Bylaws) and Legacy CenterState Directors (as
defined in the former Amended and Restated Bylaws), as well as provisions
requiring equal numbers of Legacy South State Directors and Legacy CenterState
Directors on certain committees of the Board and that the chairman of the Audit
Committee and Risk Committee would be a Legacy South State Director, and the
chairman of the Governance Committee and Compensation Committee would be a
Legacy CenterState Director. The Bylaws Amendment instead provides that the
number of directors will be set or changed from time to time by resolution of a
majority of the full Board, but shall never be less than the number required by
law nor more than the maximum number fixed by the Company's articles of
incorporation.

The Bylaws Amendment further removed provisions requiring that the Board would
have and maintain as standing committees an Audit Committee, a Compensation
Committee, a Governance Committee and a Risk Committee, and that the Board could
by resolution (which, during the Specified Period (as defined in the former
Amended and Restated Bylaws), required the affirmative vote of at least 75% of
the entire Board) establish any committees not expressly contemplated by the
Company's bylaws composed of directors as they may determine to be necessary or
appropriate for the conduct of business of the Company. Notwithstanding removal
of these provisions, the Board expects to maintain an Audit Committee, a
Compensation Committee, a Governance Committee and a Risk Committee as standing
committees.

In addition, the Bylaws Amendment removed provisions requiring that, at any time
during the Specified Period in which an Executive Committee is in existence, the
chairman of the Executive Committee would be Robert R. Hill, Jr. and John C.
Corbett would serve as a member of the Executive Committee. The Bylaws Amendment
further removed provisions requiring that, during the Specified Period, any
removal of Mr. Hill in his capacity as the Executive Chairman of the Board and
the Company, Mr. Corbett in his capacity as the Chief Executive Officer of the
Company or Mr. McPherson as Lead Independent Director of the Board, and certain
amendments or modifications to any employment agreements with or reporting
relationships of any of them, would, in each case, require the affirmative vote
of at least 75% of the entire Board.



The Bylaws Amendment also removed provisions requiring that during the Specified
Period, any amendment to the provisions implementing the governance arrangements
described above, and any other provision of the Company's bylaws that sets forth
the authority and responsibility of the Executive Chairman, the Chief Executive
Officer or the President, would require the affirmative vote of at least 75% of
the entire Board.

                                       2

The foregoing summary of the Bylaws Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amended
and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 and
incorporated herein by reference.

Board Reconfiguration, Appointment of Lead Independent Director and RSU Acceleration



Effective as of May 26, 2022, the Board unanimously voted to reduce the size of
the Board from 19 directors to 13 directors. In order to assist with this
reconfiguration of the Board, which the Board believes will serve the best
interests of the Company's shareholders by providing a more streamlined
governing body, as well as providing each director a greater opportunity to be
more involved in affairs of the Board and the Company, the following six
directors, each of whom had reached the mandatory retirement age stated in the
Amended and Restated Bylaws, tendered their retirements from the Board (and its
respective committees), effective as of May 26, 2022:

Robert H. Demere, Jr., John H. Holcomb, III, Robert R. Horger, Charles W. McPherson, Ernest S. Pinner and Kevin P. Walker.





These retirements were unanimously accepted by the Board and were not the result
of any disagreement with the Company on any matter relating to its operations,
policies or practices. The Board expressed its gratitude to the retiring
directors for their long years of dedicated service to the Company and their
contributions to the Company's success.

In connection with these retirements, and in recognition of the long and
distinguished service of each of the retiring directors, the Board approved the
accelerated vesting of 935 restricted stock units granted to each retiring
director on May 2, 2022, which restricted stock units were scheduled to vest in
full according to their terms on November 2, 2022. In addition, the Board
approved the accelerated vesting of 815 restricted shares granted to Mr. Robert
R. Horger on January 1, 2020, which restricted shares were scheduled to vest
according to their terms on January 1, 2024.

Establishment of Advisory Board and DIP Amendment


Effective as of May 26, 2022, the retiring directors have been appointed by the
Board to serve on an advisory board of the Company (an "Advisory Board")
established by the Board to offer general advice and counsel to the Board and
the Company's management team for the purpose of furthering the Company's
development of appropriate strategic initiatives and ensuring the Company's
continued operation in a manner consistent with achieving its stated goals and
objectives. The Advisory Board will consist of the six retiring directors,
together with any additional individuals appointed by the Board from time to
time in its discretion. Members of the Advisory Board will receive compensation
for their services as approved by the Board.

The Board has also approved an amendment to the Company's Non-Employee Directors
Deferred Income Plan (the "Director DIP") pursuant to which the retiring
directors will continue to be eligible to participate in the Director DIP during
their period of service on the Advisory Board and will be permitted to make
contributions under the Director DIP with respect to compensation received for
service on the Advisory Board.

Amendment to Robert Hill Employment Agreement



In connection and to be consistent with the amendment to the Company's bylaws as
described above, the Board approved and entered into an amendment to the
employment agreement between Robert R. Hill, Jr. and the Company (such
amendment, the "Employment Agreement Amendment" and the employment agreement, as
amended by the Employment Agreement Amendment, the "Amended Employment
Agreement"), pursuant to which, during the term of the Amended Employment
Agreement, the 75% required approval of the entire Board in place during the
period ending June 8, 2023 was reduced to at least a majority of the members of
the entire Board in order to effect any removal of Mr. Hill from the position of
Executive Chairman (or the failure to appoint or re-nominate him to such
position), any termination of his employment by the Company (including for
cause) or any modification to his reporting relationships. The Amended
Employment Agreement will otherwise remain in full force and effect.

                                       3

The foregoing summary of the Employment Agreement Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Amended Employment Agreement, a copy of which will be filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2022.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits. In most cases, documents incorporated by reference to exhibits
that have been filed with our reports or proxy statements under the Securities
Exchange Act of 1934 are available to the public over the Internet from the
SEC's web site at www.sec.gov. You may also read and copy any such document at
the SEC's public reference room located at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549 under our SEC file number (001-12669).

Exhibit No.        Description of Exhibit

Incorporated by Reference


                                                         Commission                             Filed
                                                  Form    File No.    Exhibit    Filing Date   Herewith

    3.1       Amended and Restated Bylaws of                                                      X
              SouthState Corporation dated May
              26, 2022

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


                                       4

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 continued negative economic
developments resulting from the Covid19 pandemic, or 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, rising interest
rates, 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) risks
related to the merger and integration of SouthState and CSFL including, among
others, (i) the risk that the cost savings and any revenue synergies from the
merger may not be fully realized or may take longer than anticipated to be
realized, (ii) the risk that the parties are unable to successfully integrate
each party's businesses into the other's businesses, (iii) the amount of the
costs, fees, expenses and charges related to the merger, and (iv) reputational
risk and the reaction of each company's customers, suppliers, employees or other
business partners to the merger; (4) risks related to the merger and integration
of SouthState and Atlantic Capital including, among others, (i) the risk that
the cost savings and any revenue synergies from the merger may not be fully
realized or may take longer than anticipated to be realized, (ii) the risk that
the integration of Atlantic Capital's operations into SouthState's operations
will be materially delayed or will be more costly or difficult than expected or
that the parties are otherwise unable to successfully integrate Atlantic
Capital's businesses into SouthState's businesses, (iii) the amount of the
costs, fees, expenses and charges related to the merger, and (iv) reputational
risk and the reaction of each company's customers, suppliers, employees or other
business partners to the merger; (5) risks relating to the continued impact of
the Covid19 pandemic on the Company, including possible impact to the Company
and its employees from contacting Covid19, and to efficiencies and the control
environment due to the changing work environment and to our results of
operations due to government stimulus and other interventions to mitigate the
impact of the pandemic; (6) 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; (7) 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; (8) potential deterioration in
real estate values; (9) the impact of competition with other financial
institutions, including pricing pressures (including those resulting from the
CARES Act) and the resulting impact, including as a result of compression to net
interest margin; (10) risks relating to the ability to retain our culture and
attract and retain qualified people; (11) 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; (12)
risks related to the ability of the company to pursue its strategic plans which
depend upon certain growth goals in our lines of business; (13) liquidity risk
affecting the Bank's ability to meet its obligations when they come due; (14)
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; (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 the CARES Act, the Consumer Financial Protection
Bureau regulations, and the possibility of

                                       5

changes in accounting standards, policies, principles and practices, including
changes in accounting principles relating to loan loss recognition (CECL); (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; (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 issued proposed regulatory guidance and
regulation relating to climate change; (23) greater than expected noninterest
expenses; (24) excessive loan losses; (25) potential deposit attrition, higher
than expected costs, customer loss and business disruption associated with the
Atlantic Capital integration, and potential difficulties in maintaining
relationships with key personnel; (26) reputational risk and possible higher
than estimated reduced revenue from

announced changes in the Bank's consumer overdraft programs; (27) the risks of
fluctuations in market prices for SouthState common stock that may or may not
reflect economic condition or performance of SouthState; (28) 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; (29) ownership dilution risk
associated with potential acquisitions in which SouthState's stock may be issued
as consideration for an acquired company; (30) 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; (31) major catastrophes such as
hurricanes, tornados, earthquakes, floods or other natural or human disasters,
including infectious disease outbreaks, such as the ongoing Covid19 pandemic,
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; (32) terrorist activities
risk that results in loss of consumer confidence and economic disruptions; and
(33) other factors that may affect future results of SouthState, as disclosed in
SouthState's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, filed by SouthState with the U.S. Securities and
Exchange Commission ("SEC") and available on the SEC's website at
http://www.sec.gov, any of which could cause actual results to differ materially
from future results expressed, implied or otherwise anticipated by such
forward-looking statements.

All forward-looking statements speak only as of the date they are made and are
based on information available at that time. SouthState does not undertake any
obligation to update or otherwise revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required
by federal securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue
reliance on such statements.

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