South State Corporation

06/11/2025 | Press release | Distributed by Public on 06/11/2025 12:33

Material Agreement (Form 8-K)

Item 1.01.

Entry into a Material Definitive Agreement.

On June 10, 2025, SouthState Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase severally, subject to and on the conditions set forth therein, $350,000,000 aggregate principal amount of the Company's 7.000% Fixed-to-Floating Rate Subordinated Notes due 2035 in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-287893). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit 1.1

Underwriting Agreement, dated as of June 10, 2025, by and among SouthState Corporation and Morgan Stanley & Co. LLC, Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein.

Exhibit 104

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

2

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