Every material Form 8-K South State Bank filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
SouthState Bank Corporation's board increased its size from 14 to 15 members and appointed Ben Sasse to the new seat on October 21, 2025. The filing says the board views his government, finance and organizational experience as valuable as the company grows into a larger regional organization, and that he will receive compensation consistent with other non-employee directors.
Board expanded from 14 to 15 members; Ben Sasse, age 53, appointed to the new seat on October 21, 2025
Sasse is president emeritus and professor at the University of Florida and a former U.S. Senator from Nebraska (2015 to 2023)
Board determined Sasse is independent under NYSE rules; no committee assignments yet, and he is expected to serve until the 2026 annual meeting
SouthState Bank reported third-quarter 2025 results on October 22, 2025, with diluted earnings per share of $2.42 and net income of $246.6 million, up from $1.86 and $143.2 million in the third quarter of 2024. The Board also declared a quarterly cash dividend of $0.60 per share, up from $0.54 in the prior quarter, payable November 14, 2025.
Diluted EPS of $2.42 for the quarter, versus $2.11 in the second quarter of 2025; adjusted diluted EPS (non-GAAP) was $2.58
Net income of $246.6 million, versus $143.2 million a year earlier
Net interest margin of 4.05%, versus 3.39% in the third quarter of 2024
Dividend of $0.60 per share payable November 14, 2025 to shareholders of record as of November 7, 2025; earnings call set for October 23, 2025 at 9 a.m. ET
SouthState Bank Corp completed a merger that redomiciled the company into a new entity, New SSB, which assumed the existing bank's debt and obligations, including a senior revolving credit facility, trust preferred securities and subordinated notes. The officers and directors of the former company became the officers and directors of New SSB, and the new entity operates under new articles and bylaws. The filing reports no change in the financial results and no cash payment to shareholders.
New SSB assumed trust preferred securities with an aggregate principal amount of $175.887 million.
Subordinated notes assumed include $350 million due 2035, $130 million due 2030 and $175.0 million due August 15, 2034.
Merger agreement dated August 19, 2025; the filing is dated September 4, 2025.
Former officers and directors of the old company became officers and directors of New SSB.
SouthState Corporation will change its state of incorporation from South Carolina to Florida through a merger into SouthState Bank Corporation, a newly formed, wholly owned Florida subsidiary, effective 11:59 p.m. on August 31, 2025. Each share of common stock will convert automatically into one share of SouthState Bank Corporation common stock, and the company's debt and trust preferred securities will be assumed by the new entity. The filing describes a change of domicile rather than a change in the company's financial terms, so shareholders' share count and claims are stated as unchanged.
Merger agreement dated August 19, 2025; the domicile merger is effective at 11:59 p.m. on August 31, 2025.
Each share of common stock, par value $2.50, converts into one share of SouthState Bank Corporation common stock with no action required by shareholders.
SouthState Bank Corporation assumes the senior revolving credit facility with U.S. Bank, existing subordinated debt, and trust preferred securities.
Shareholders approved the change at the annual meeting held April 23, 2025.
SouthState reported second-quarter 2025 net income of $215.2 million, or $2.11 diluted earnings per share, up from $132.4 million and $1.73 a year earlier, and up from $89.1 million in the first quarter of 2025. The board also raised the quarterly cash dividend by 11%, from $0.54 to $0.60 per share, payable August 15, 2025.
Diluted EPS of $2.11 for Q2 2025, versus $1.73 for Q2 2024; net income of $215.2 million versus $132.4 million a year earlier
Merger, branch consolidation, severance and other expense of $24.4 million in Q2 2025, down from $68.0 million in Q1 2025
Quarterly dividend increased from $0.54 to $0.60 per share; payable August 15, 2025 to shareholders of record as of August 8, 2025
Management conference call set for July 25, 2025 at 9 a.m. ET
SouthState Corporation entered into an underwriting agreement on June 10, 2025, to sell $350 million of 7.000% Fixed-to-Floating Rate Subordinated Notes due 2035 in a registered public offering. The notes are sold under an existing Form S-3 shelf registration statement, and the filing does not describe the use of proceeds.
Principal amount: $350,000,000 of 7.000% Fixed-to-Floating Rate Subordinated Notes due 2035
Agreement dated June 10, 2025, with Morgan Stanley & Co. LLC, Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc. as representatives of the underwriters
Offering made under Form S-3 shelf registration No. 333-287893
SouthState reported first-quarter 2025 GAAP diluted EPS of $0.87, down from $1.87 in the fourth quarter of 2024, while adjusted diluted EPS (non-GAAP) rose to $2.15 from $1.93. The results reflect the Independent Bank Group acquisition, which closed in January, a $229 million securities restructuring loss offset by a $229 million sale leaseback gain, and $68.0 million in merger and restructuring expense.
GAAP diluted EPS $0.87 vs $1.87 in Q4 2024; net income $89.1 million vs $144.2 million
Adjusted diluted EPS (non-GAAP) $2.15 vs $1.93 in Q4 2024; net interest margin 3.84%
Securities portfolio restructuring net loss of $229 million offset by $229 million sale leaseback gain
Board declared $0.54 quarterly dividend, payable May 16, 2025 to holders of record May 9, 2025
At its April 23, 2025 annual meeting, SouthState shareholders re-elected all 14 director nominees, approved the change of the company's domicile from South Carolina to Florida, approved a non-binding advisory vote on executive pay, and ratified Ernst & Young LLP as auditor for 2025. Immediately after the meeting, the board reduced its size from 15 to 14 members and named new chairs and members for its four standing committees, which shareholders may watch for governance changes.
Shareholders voted 83,060,821 for and 393,270 against the change of domicile to Florida.
Executive pay advisory vote: 79,929,686 for and 3,507,227 against.
Board reduced from 15 to 14 members, effective immediately after the Annual Meeting.
Ronald M. Cofield, Sr. named Audit Committee chair; Martin B. Davis named Risk Committee chair; Douglas J. Hertz named Governance and Nominating chair; Shantella E. Cooper named Compensation chair.
SouthState Bank, N.A. closed on February 28, 2025 the sale of 165 branch properties to entities affiliated with Blue Owl Real Estate Capital for an aggregate cash net purchase price of approximately $457 million, and leases them back under 15-year triple net leases. The transaction produced a pre-tax gain of approximately $229 million, but the company then sold available-for-sale securities at a pre-tax net loss approximating that gain, and it expects the net transaction to be immediately accretive to net income and earnings per share.
Sale of 165 branch properties in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia closed February 28, 2025 for about $457 million in cash net
Lease terms: initial 15 years, three five-year renewal options, 2% annual rent escalation; the bank will not close any branch or exit any market
Pre-tax gain of approximately $229 million after transaction expenses, roughly offset by a securities sale at a pre-tax net loss
Proceeds reinvested in market rate securities with duration of about 3 years; updated net interest income guidance expected with first quarter 2025 earnings call
SouthState reported fourth-quarter 2024 net income of $144.2 million, or $1.87 diluted earnings per share, compared with $143.2 million and $1.86 in the prior quarter and $106.8 million and $1.39 a year earlier. The company also said it completed its merger with Independent Bank Group on January 1, 2025, and declared a quarterly dividend of $0.54 per share.
Q4 2024 net income was $144.2 million and diluted EPS was $1.87, versus $1.39 in Q4 2023; adjusted diluted EPS (non-GAAP) was $1.93
Net interest income rose to $369.8 million from $351.5 million in Q3 2024
Merger with Independent Bank Group, Inc. completed January 1, 2025
Quarterly dividend of $0.54 per share payable February 14, 2025 to holders of record as of February 7, 2025
On January 8, 2025, SouthState Bank agreed to sell about 170 branch properties in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia to entities affiliated with Blue Owl Real Estate Capital for about $475 million in cash, and to lease them back under 15-year triple net leases. The company expects a pre-tax gain of about $225 million, but also about $40 million in first-year GAAP rent expense, so the deal trades a one-time gain for ongoing occupancy costs, and the final numbers could change during due diligence.
Sale of about 170 branches to Blue Owl affiliates for about $475 million cash, expected to close in the first quarter of 2025, subject to Blue Owl's due diligence.
Expected pre-tax gain of about $225 million after transaction-related expenses.
First-year rent of about $36 million pretax; GAAP rent expense of about $40 million, partly offset by about $8 million less depreciation.
Lease terms: 15-year initial term, three 5-year renewal options, 2% annual rent escalation; the bank will not close any branches or exit any markets.
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Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every South State Bank filing is on SEC EDGAR ↗. 8-K briefs of other companies →