Financial Obligation (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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The disclosures below under 8.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

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Item 8.01 Other Events

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Pursuant to the previously announced offering of $350,000,000 aggregate principal amount of 7.000% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes") to be issued by SouthState Corporation (the "Company"), the Company and U.S. Bank Trust Company, National Association, as trustee entered into an Indenture dated as of June 13, 2025 (the "Base Indenture") and a First Supplemental Indenture dated as of June 13, 2025 to the Base Indenture (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), providing for the issuance of the Notes. The Notes initially shall bear interest at an initial rate of 7.000% per annum, payable semiannually in arrears on June 13 and December 13 of each year, commencing on December 13, 2025. The last interest payment date for the fixed rate period will be June 13, 2030. From and including June 13, 2030 to, but excluding, June 13, 2035 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the base rate (which is expected to be SOFR compounded daily over the applicable quarterly Observation Period in accordance with the specific formula described in the Indenture), each as defined in and subject to the provisions of the Indenture, plus 319 basis points, payable quarterly in arrears on March 13, June 13, September 13 and December 13 of each year, commencing on September 13, 2030. Notwithstanding the foregoing, in the event that the base rate is less than zero, the base rate shall be deemed to be zero. The Company may redeem the Notes at such times and at the redemption prices as provided for in the Indenture. The Base Indenture and the Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-287893) filed by the Company. Opinions of counsel for the Company are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.

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