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

The information set forth in Item 8.01 is incorporated herein by reference.

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Other Events.

On December 13, 2022, the Compensation Committee (the "Committee") of the Board of Directors of SouthState Corporation (the "Company") approved an adjustment to the calculation of the Company's tangible book value growth per share ("TBV Growth") performance metric under the Performance Share Units ("PSUs") granted to certain Company employees, including each of the named executive officers (other than Mr. Hill), in each of fiscal years 2021 and 2022 under the Company's 2020 Omnibus Incentive Plan (the "TBV Growth Adjustment"). As approved by the Committee, the TBV Growth Adjustment excludes from the calculation of TBV Growth changes in accumulated other comprehensive income ("AOCI") during the relevant performance period for the PSUs. The calculation of TBV Growth, including any potential impact from AOCI, will occur at the end of the respective 3-year performance period (i.e. 2023 fiscal year end for the 2021 PSU award and 2024 fiscal year end for the 2022 PSU award). The Committee determined that this exclusion was consistent with certain other exclusions from TBV Growth that were permitted under the awards' existing terms on the basis that they were considered outside of the normal course of business. In that regard, the Committee determined that the TBV Growth Adjustment was appropriate due to the unprecedented interest rate environment during 2022, and potentially continuing into 2023 and beyond, impacting the Company's tangible book value per share by the required adjustment to tangible book value due to recorded change in AOCI from the required mark to market of the Company's available for sale ("AFS") investments, and that such impact is due entirely to accounting standards applicable to AFS as opposed to held to maturity ("HTM") investments, potentially distorting the calculation of TBV Growth based on actual operating performance.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

104

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

2

Attachments

Disclaimer

South State Corporation published this content on 14 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2022 14:25:06 UTC.