Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-12669
SOUTHSTATE BANK CORPORATION
(Exact name of registrant as specified in its charter)
Florida
39-3424417
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
1101 First Street South, Suite 202
Winter Haven, Florida
33880
(Address of principal executive offices)
(Zip Code)
(863) 293-4710
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol
Name of each exchange on which registered:
Common Stock, $2.50 par value
SSB
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
Accelerated Filer ☐
Non-Accelerated Filer ☐
Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the latest practicable date:
Class
Outstanding as of October 29, 2026
96,680,744
SouthState Bank Corporation and Subsidiaries
September 30, 2026 Form 10-Q
INDEX
Page
PART I — FINANCIAL INFORMATION (UNAUDITED)
Item 1.
Financial Statements
Consolidated Balance Sheets at September 30, 2026 and December 31, 2025
3
Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025
4
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025
5
Consolidated Statements of Changes in Shareholders’ Equity for the three months ended September 30, 2026 and 2025
6
Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2026 and 2025
7
Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025
8
Notes to consolidated Financial Statements
10
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
44
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
69
Item 4.
Controls and Procedures
PART II — OTHER INFORMATION
Legal Proceedings
70
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
71
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
72
Signatures
73
2
PART I — FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (unaudited)
(Dollars in thousands, except par value)
September 30,
December 31,
2026
2025
ASSETS
Cash and cash equivalents:
Cash and due from banks
$
527,622
583,375
Federal funds sold and interest-earning deposits with banks
2,117,487
2,286,928
Deposits in other financial institutions (restricted cash)
329,509
302,180
Total cash and cash equivalents
2,974,618
3,172,483
Trading securities, at fair value
141,534
110,183
Investment securities:
Securities held to maturity (fair value of $1,519,276 and $1,732,850)
1,905,299
2,048,030
Securities available for sale, at fair value
6,393,309
6,313,756
Other investments
407,172
353,428
Total investment securities
8,705,780
8,715,214
Loans held for sale
296,835
345,343
Loans:
Acquired - non-purchased credit deteriorated loans
9,291,111
11,232,414
Acquired - purchased credit deteriorated loans
2,454,067
2,977,499
Non-acquired loans
40,307,915
34,388,614
Less allowance for credit losses
(588,918
)
(585,197
Loans, net
51,464,175
48,013,330
Goodwill
3,094,059
Premises and equipment, net
992,295
994,176
Bank owned life insurance (“BOLI”)
1,321,036
1,293,574
Deferred tax assets
166,421
112,578
Derivatives assets
119,731
222,886
Core deposit and other intangibles
322,589
386,326
Mortgage servicing rights
101,990
84,032
Other assets
738,601
653,228
Total assets
70,439,664
67,197,412
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing
13,445,715
13,375,697
Interest-bearing
44,192,566
41,770,100
Total deposits
57,638,281
55,145,797
Federal funds purchased
280,933
306,841
Securities sold under agreements to repurchase
217,240
311,374
Corporate and subordinated debentures
696,855
696,536
Other borrowings
300,000
—
Reserve for unfunded commitments
82,299
69,619
Derivative liabilities
987,960
554,748
Other liabilities
1,188,763
1,053,389
Total liabilities
61,392,331
58,138,304
Shareholders’ equity:
Common stock - $2.50 par value; authorized 160,000,000 shares;
96,757,601 and 99,138,204 shares issued and outstanding, respectively
241,894
247,845
Surplus
6,233,566
6,480,471
Retained earnings
3,111,483
2,614,173
Accumulated other comprehensive loss
(539,610
(283,381
Total shareholders’ equity
9,047,333
9,059,108
Total liabilities and shareholders’ equity
The Accompanying Notes are an Integral Part of the Financial Statements.
Consolidated Statements of Income (unaudited)
(Dollars in thousands, except per share data)
Three Months Ended
Nine Months Ended
Interest income:
Loans, including fees
772,100
782,382
2,238,322
2,253,471
Taxable
73,908
69,549
219,240
191,499
Tax-exempt
8,987
6,480
24,492
20,132
Federal funds sold, securities purchased under agreements to resell
and interest-bearing deposits with banks
9,861
23,271
37,890
65,650
Total interest income
864,856
881,682
2,519,944
2,530,752
Interest expense:
Deposits
256,051
257,271
738,789
744,820
Federal funds purchased and securities sold under agreements to
repurchase
3,774
5,167
12,062
15,482
12,564
19,547
37,587
47,610
949
2,434
648
Total interest expense
273,338
281,985
790,872
808,560
Net interest income
591,518
599,697
1,729,072
1,722,192
Provision for credit losses
20,345
5,085
47,072
113,152
Net interest income after provision for credit losses
571,173
594,612
1,682,000
1,609,040
Noninterest income:
Fees on deposit accounts
42,811
42,572
123,078
116,374
Mortgage banking income
5,630
5,462
21,536
19,135
Trust and investment services income
15,838
14,157
45,473
43,508
Correspondent banking and capital markets income
14,564
21,204
56,802
44,516
Securities losses, net
(228,811
Gain on sale-leaseback, net of transaction costs
229,279
Bank owned life insurance income
9,929
10,597
29,047
29,949
Other income
5,139
5,094
14,799
18,041
Total noninterest income
93,911
99,086
290,735
271,991
Noninterest expense:
Salaries and employee benefits
217,237
199,148
628,267
595,121
Information services expense
29,968
28,988
88,808
90,505
OREO and loan related expense
3,106
5,427
8,436
9,506
Occupancy expense
44,136
40,874
130,316
117,874
Merger, branch consolidation, severance-related, and other expense
20,889
113,274
FDIC assessment and other regulatory charges
10,911
8,374
31,921
31,101
Supplies, printing and postage expense
3,472
3,278
10,611
10,376
Amortization of intangibles
20,628
23,426
62,973
71,305
Professional fees
5,898
4,994
16,227
14,361
Advertising and marketing
4,178
2,980
11,339
8,280
Other expense
35,229
33,964
103,138
94,526
Total noninterest expense
374,763
372,342
1,092,036
1,156,229
Earnings:
Income before provision for income taxes
290,321
321,356
880,699
724,802
Provision for income taxes
66,523
74,715
201,059
173,857
Net income
223,798
246,641
679,640
550,945
Earnings per common share:
Basic
2.31
2.44
6.96
5.43
Diluted
2.30
2.42
6.93
5.41
Weighted average common shares outstanding:
96,923
101,218
97,583
101,374
97,429
101,735
98,002
101,807
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(Dollars in thousands)
Other comprehensive (loss) income:
Unrealized holding (losses) gains on available for sale securities:
Unrealized holding (losses) gains arising during period
(300,283
73,321
(335,717
154,297
Tax effect
70,808
(17,224
79,488
(37,056
Reclassification adjustment for net loss included in net income
228,811
(55,143
Net of tax amount
(229,475
56,097
(256,229
290,909
Other comprehensive (loss) income, net of tax
Comprehensive (loss) income
(5,677
302,738
423,411
841,854
Consolidated Statements of Changes in Shareholders’ Equity (unaudited)
Three Months Ended September 30, 2026 and 2025
(Dollars in thousands, except for share data)
Common Stock
Retained
AccumulatedOtherComprehensive
Shares
Amount
Earnings
Loss
Total
Balance, June 30, 2025
101,498,000
253,745
6,679,028
2,240,470
(372,109
8,801,134
Comprehensive income:
Other comprehensive income, net of tax effects
Total comprehensive income
Cash dividends declared on common stock at $0.60 per share
(60,648
Employee stock purchases
12,935
33
1,099
1,132
Stock options exercised
2,902
132
139
Stock issued pursuant to restricted stock units
16,276
41
(41
Stock issued in lieu of cash - directors fees
1,346
123
126
Common stock repurchased - buyback plan
(440,000
(1,100
(41,708
(42,808
Common stock repurchased - equity plans
(2,228
(6
(216
(222
Share-based compensation expense
9,535
Balance, September 30, 2025
101,089,231
252,723
6,647,952
2,426,463
(316,012
9,011,126
Balance, June 30, 2026
96,971,142
242,428
6,247,484
2,951,691
(310,135
9,131,468
Comprehensive loss:
Other comprehensive loss, net of tax effects
Total comprehensive loss
Cash dividends declared on common stock at $0.66 per share
(64,006
12,907
32
1,189
1,221
4,086
362
372
20,486
51
(51
871
92
94
(250,000
(625
(25,487
(26,112
(1,891
(4
(195
(199
10,395
Excise tax on repurchase of common stock
(223
Balance, September 30, 2026
96,757,601
Nine Months Ended September 30, 2026 and 2025
Accumulated OtherComprehensive
Balance, December 31, 2024
76,322,206
190,805
4,259,722
2,046,809
(606,921
5,890,415
Cash dividends declared on common stock at $1.68 per share
(170,191
Cash dividend equivalents paid on restricted stock units
25,550
64
2,180
2,244
9,949
25
447
472
422,167
1,056
(1,056
3,653
9
335
344
(113,025
(283
(11,212
(11,495
28,444
Common stock issued for Independent Bank Group, Inc. (“Independent”) acquisition
24,858,731
62,147
2,410,800
2,472,947
Balance, September 30,2025
Balance, December 31, 2025
99,138,204
Cash dividends declared on common stock at $1.86 per share
(181,224
(1,106
41,751
104
3,667
3,771
10,104
652
677
408,581
1,021
(1,021
3,461
343
352
(2,750,000
(6,875
(268,189
(275,064
(94,500
(235
(9,405
(9,640
29,440
(2,392
Balance, September 30,2026
Consolidated Statements of Cash Flows (unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
115,501
116,149
Deferred income taxes
14,869
102,708
Losses on sale of securities, net
Accretion of discount related to acquired loans
(98,483
(208,281
Losses (gains) on disposal of premises and equipment
851
(112
Gains on sale of bank properties held for sale and repossessed real estate
(2,252
(234,212
Net amortization of premiums and discounts on investment securities
8,377
8,186
Bank properties held for sale and repossessed real estate write downs
6,406
5,343
Fair value adjustment for loans held for sale
2,317
1,043
Originations and purchases of loans held for sale
(1,725,352
(1,667,396
Proceeds from sales of loans held for sale
747,952
913,311
Gains on sales of loans held for sale
(7,571
(16,663
Increase in cash surrender value of BOLI
(28,724
(26,708
Net change in:
Accrued interest receivable
(20,185
(11,797
Prepaid assets
(2,911
5,075
Operating leases
6,814
4,666
Bank owned life insurance
(335
(3,388
Trading securities
938,684
642,258
Derivative assets
103,155
(58,140
Miscellaneous other assets
(74,819
(26,584
Accrued interest payable
(11,477
(31,150
Accrued income taxes
25,427
(64,703
433,212
(325,835
Miscellaneous other liabilities
145,405
23,669
Net cash provided by operating activities
1,333,013
68,791
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale
2,874,110
Proceeds from maturities and calls of investment securities held to maturity
139,707
154,860
Proceeds from maturities and calls of investment securities available for sale
2,993,409
2,254,244
Proceeds from redemption of other investment securities
49
Proceeds from sales and redemptions of other investment securities
16,192
45,306
Purchases of investment securities available for sale
(3,414,030
(5,126,458
Purchases of other investment securities
(28,517
(117,380
Net increase in loans
(3,438,760
(570,723
Net cash received from acquisitions
1,040,765
Net cash paid for acquisition of customer list
(279
Recoveries of loans previously charged off
13,230
13,108
Purchases of premises and equipment
(50,790
(53,653
Proceeds from redemption and payout of bank owned life insurance policies
1,596
9,774
Proceeds from sale of bank properties held for sale and repossessed real estate
29,162
555,500
Proceeds from sale of premises and equipment
412
997
Net cash (used in) provided by investing activities
(3,738,340
1,080,171
Cash flows from financing activities:
Net increase in deposits
2,492,131
806,658
Net (decrease) increase in federal funds purchased and securities sold under
agreements to repurchase and other short-term borrowings
(120,043
79,180
Proceeds from borrowings
900,000
1,045,122
Repayment of borrowings
(600,000
(1,105,000
Common stock issuance
4,123
2,588
Common stock repurchases
(284,704
(54,303
Dividends paid
(182,330
(171,291
Excise tax paid on repurchases of common stock
Net cash provided by financing activities
2,207,462
603,426
Net (decrease) increase in cash and cash equivalents
(197,865
1,752,388
Cash and cash equivalents at beginning of period
1,392,067
Cash and cash equivalents at end of period
3,144,455
Supplemental Disclosures:
Cash Flow Information:
Cash paid for:
Interest
802,350
839,710
Income taxes
145,214
125,072
Recognition of operating lease assets in exchange for lease liabilities
43,042
399,965
Schedule of Noncash Operating Transactions:
Pooling of interest only strips into trading securities
33,352
Creation of interest only strips from pooling of SBA loans held for sale
94,479
Pooling of SBA loans held for sale into trading securities
936,683
646,846
Schedule of Noncash Investing Transactions:
Acquisitions:
Fair value of tangible assets acquired
16,553,467
Other intangible assets acquired
414,553
Liabilities assumed
15,665,912
Net identifiable assets acquired over liabilities assumed
1,170,953
Common stock issued in acquisition
Real estate transferred from premises and equipment to premises held for sale
6,836
230,143
Real estate acquired in full or in partial settlement of loans
38,776
27,382
Notes to Consolidated Financial Statements (unaudited)
Note 1 — Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, otherwise referred to as GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The consolidated balance sheet at December 31, 2025, has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements.
Note 2 — Summary of Significant Accounting Policies
The information contained in the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2026, should be referenced when reading these unaudited consolidated financial statements. Unless otherwise mentioned or unless the context requires otherwise, references herein to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Bank Corporation and its consolidated subsidiaries. References to the “Bank” or “SouthState Bank” means SouthState Bank Corporation’s wholly owned subsidiary, SouthState Bank, National Association, a national banking association.
The significant accounting policies of the Company are described in Note 1 to the Consolidated Financial Statements in the 2025 Form 10-K. There have been no material changes to those policies during the nine months ended September 30, 2026.
Note 3 — Recent Accounting and Regulatory Pronouncements
Accounting Standards Adopted
There were no accounting standards adopted during the nine months ended September 30, 2026 that had a material effect on our consolidated financial statements.
Issued But Not Yet Adopted Accounting Standards
Subsequent to the filing of the Company’s 2025 Form 10-K, no accounting standards were issued that are expected to have a material effect on the Company’s consolidated financial statements.
Note 4 — Investment Securities
Investment Securities
The following is the amortized cost and fair value of investment securities held to maturity:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
FairValue
September 30, 2026:
U.S. Government agencies
132,891
(21,449
111,442
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises
1,054,751
(219,481
835,270
Residential collateralized mortgage-obligations issued by U.S. government
355,715
(69,930
285,785
Commercial mortgage-backed securities issued by U.S. government
318,780
(65,771
253,009
Small Business Administration loan-backed securities
43,162
(9,392
33,770
(386,023
1,519,276
December 31, 2025:
132,913
(15,767
117,146
1,153,024
(177,101
975,923
379,107
(55,232
323,875
336,910
(58,332
278,578
46,076
(8,748
37,328
(315,180
1,732,850
The following is the amortized cost and fair value of investment securities available for sale:
2,063,433
37
(227,466
1,836,004
2,064,461
(105,817
1,958,644
1,142,156
(113,763
1,028,519
State and municipal obligations
1,275,798
1
(240,763
1,035,036
542,998
159
(30,055
513,102
Corporate securities
23,000
(996
22,004
7,111,846
323
(718,860
1,826,307
10,108
(138,307
1,698,108
2,208,710
23,979
(47,105
2,185,584
903,209
3,282
(74,042
832,449
1,141,377
1,252
(135,217
1,007,412
593,973
548
(26,088
568,433
(1,230
21,770
6,696,576
39,169
(421,989
11
The following is the amortized cost and carrying value of other investment securities:
CarryingValue
Federal Home Loan Bank stock
32,336
Federal Reserve Bank stock
234,374
Investment in unconsolidated subsidiaries
5,287
Other investment securities
135,175
18,086
95,681
The Company’s other investment securities consist of non-marketable equity and other securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of September 30, 2026, the Company has determined that there was no impairment on its other investment securities.
The amortized cost and fair value of debt securities at September 30, 2026, by contractual maturity are detailed below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
Securities
Held to Maturity
Available for Sale
Due in one year or less
35,395
34,270
33,882
33,340
Due after one year through five years
153,946
137,793
465,164
450,117
Due after five years through ten years
297,776
248,151
1,277,694
1,159,011
Due after ten years
1,418,182
1,099,062
5,335,106
4,750,841
During the three and nine months ended September 30, 2026, there were no sales of securities available for sale. During the three months ended September 30, 2025, there were no sales of securities available for sale. During the first quarter of 2025, the Company sold a portion of the available for sale investment securities acquired from Independent and recognized no gain or loss on these investment securities as each security was marked to fair value at the acquisition date. During the first quarter of 2025, in addition to the sale of the investment securities acquired from Independent, the Company executed an investment portfolio restructuring and sold $1.8 billion of available for sale investment securities from its existing investment securities portfolio.
The following table provides additional details of the available for sale investment securities sold during the nine months ended September 30, 2025:
Nine Months Ended September 30,
Sales of Securities Acquired from Independent
Investment Securities Sales
Sale proceeds
1,279,717
1,594,393
Gross realized gains
8,892
Gross realized losses
(237,703
Net realized losses
There were no sales of held to maturity securities during the three and nine months ended September 30, 2026 or September 30, 2025.
12
The Company had 1,273 securities with gross unrealized losses at September 30, 2026. Information pertaining to our securities with gross unrealized losses at September 30, 2026, and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is as follows:
Less Than
12 Months
or More
Securities Held to Maturity
21,449
111,441
219,481
69,930
285,786
65,771
9,392
386,023
Securities Available for Sale
48,240
1,149,122
179,226
685,215
48,097
1,720,299
57,720
238,313
24,057
584,234
89,707
379,753
21,868
264,070
218,894
765,244
2,684
93,861
27,371
283,268
101
9,899
895
12,105
145,047
3,821,485
573,813
2,363,898
15,767
177,101
55,232
323,874
58,332
278,579
8,748
315,180
459
145,357
137,848
803,407
46
40,399
47,059
278,620
228
152,299
73,814
423,165
572
43,620
134,645
903,784
680
284,036
25,408
202,322
1,230
21,769
1,985
665,711
420,004
2,633,067
The Company’s valuation methodology for securities impairment is disclosed in Note 1 — Summary of Significant Accounting Policies, under the “Investment Securities” section, of the 2025 Form 10-K. All debt securities in an unrealized loss position as of September 30, 2026, continue to perform as scheduled and management does not believe there is a provision for credit losses is necessary. Management does not currently intend to sell the securities within the portfolio, and it is not more-likely-than-not that the Company will be required to sell the debt securities.
13
The Company follows its nonaccrual policy by reversing interest income in the income statement when the Company determines the interest for held to maturity securities is uncollectible. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable. As of September 30, 2026, and December 31, 2025, the accrued interest receivables for all investment securities recorded in Other Assets were $45.8 million and $38.9 million, respectively.
At September 30, 2026, investment securities with a market value of $4.8 billion and a carrying value of $5.2 billion were pledged to secure public funds deposits and for other purposes required and permitted by law (excluding securities pledged to secure repurchase agreement disclosed in Note 19 — Short-Term Borrowings, under the “Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)” section). Of the $5.2 billion carrying value of investment securities pledged, $5.1 billion were pledged to secure public funds deposits, $22.4 million were pledged to secure FHLB advances, and $73.8 million were pledged to secure interest rate swap positions with correspondent banks. At December 31, 2025, investment securities with a market value of $5.2 billion and a carrying value of $5.5 billion were pledged to secure public funds deposits and for other purposes required and permitted by law. Of the $5.5 billion carrying value of investment securities pledged, $5.2 billion were pledged to secure public funds deposits, $182.2 million were pledged to secure FHLB advances and $83.3 million were pledged to secure interest rate swap positions with correspondent banks.
Trading Securities
At September 30, 2026 and December 31, 2025, trading securities, at estimated fair value, were as follows:
11,923
1,872
11,266
9,799
7,412
1,419
11,988
5,966
45,985
24,816
Small Business Administration asset-backed securities
50,522
66,173
Other debt securities
2,438
138
Net (losses) gains on trading securities for the three and nine months ended September 30, 2026, and 2025, were as follows:
Net gains on sales transaction
204
1,517
1,605
1,461
Net unrealized (losses) gains
(1,572
(1
(2,059
410
Net (losses) gains on trading securities
(1,368
1,516
(454
1,871
14
Note 5 — Loans
The following is a summary of total loans:
September 30, 2026
December 31, 2025
Construction and land development (1)
2,917,132
2,548,360
Commercial non-owner-occupied
17,896,525
16,651,760
Commercial owner-occupied real estate
7,951,811
7,576,991
Consumer owner-occupied (2)
9,370,164
8,618,434
Home equity loans
1,973,241
1,831,789
Commercial and industrial
9,804,607
9,181,408
Other income producing property
1,183,334
1,232,153
Consumer
949,640
955,266
Other loans
6,639
2,366
Total loans
52,053,093
48,598,527
Less: allowance for credit losses
The above table reflects the loan portfolio at the amortized cost basis for the periods September 30, 2026, and December 31, 2025, to include net deferred costs of $104.1 million and $97.0 million, respectively, and unamortized discount related to loans acquired of $159.3 million and $259.5 million, respectively. Accrued interest receivables of $198.7 million and $186.5 million, respectively, are accounted for separately and reported in other assets for the periods September 30, 2026, and December 31, 2025.
For a description of the Company’s loan risk grading system, including the definitions of Pass, Special Mention, Substandard, and Doubtful, refer to Note 4 to the Consolidated Financial Statements in the 2025 Form 10‑K.
15
The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending September 30, 2026:
Term Loans Amortized Cost Basis by Origination Year
As of September 30, 2026
2024
2023
2022
Prior
Revolving
Construction and land development
Risk rating:
Pass
789,902
948,798
327,113
50,535
67,893
56,452
155,970
2,396,663
Special mention
3,427
1,643
11,750
25,038
526
39,635
82,019
Substandard
5,205
11,767
4,998
30,673
8,227
5,520
1,543
67,933
Doubtful
Total Construction and land development
798,534
962,208
343,861
106,246
76,120
62,498
197,148
2,546,615
Current-period gross charge-offs
222
4,061,388
2,553,648
1,054,602
1,018,106
3,220,673
3,953,541
277,832
16,139,790
83,497
30,977
16,170
29,776
190,161
84,872
1,070
436,523
64,504
107,259
37,841
187,665
674,207
248,055
1,320,208
Total Commercial non-owner-occupied
4,209,389
2,691,884
1,108,613
1,235,547
4,085,041
4,286,472
279,579
969
5,173
149
6,291
Commercial Owner-Occupied
1,327,245
1,241,310
674,706
563,621
1,026,814
2,652,289
114,217
7,600,202
416
4,038
3,591
16,151
10,557
17,327
373
52,453
9,429
22,790
28,865
39,455
79,069
118,311
299,140
16
Total commercial owner-occupied
1,337,090
1,268,146
707,166
619,227
1,116,440
2,787,931
115,811
Commercial owner-occupied
134
188
365
698
2,564,156
1,665,982
783,717
432,559
636,818
897,714
2,404,651
9,385,597
5,959
19,034
3,450
7,953
2,928
2,553
14,431
56,308
35,881
39,081
66,501
42,768
35,339
50,667
92,203
362,440
29
40
65
24
30
262
Total commercial and industrial
2,606,000
1,724,126
853,708
483,345
675,155
950,958
2,511,315
1,569
6,753
7,585
4,293
1,590
1,721
2,030
25,541
196,916
134,165
98,726
58,900
228,389
261,111
62,757
1,040,964
777
1,498
256
2,346
1,727
428
7,076
2,569
831
307
1,532
10,543
21,028
37,038
Total other income producing property
200,262
136,494
99,289
60,476
241,278
283,866
63,413
1,085,078
Consumer owner-occupied
9,043
14,741
1,692
17,435
10,158
29,422
50,396
132,887
99
75
95
395
439
1,236
646
2,686
Total Consumer owner-occupied
9,482
16,076
17,926
29,497
51,137
135,968
Total other loans
Total Commercial Loans
8,955,289
6,558,644
2,940,556
2,141,156
5,190,745
7,850,529
3,065,823
36,702,742
94,076
57,289
35,217
79,088
205,992
107,080
56,032
634,774
118,027
182,964
138,512
302,458
807,385
443,581
96,518
2,089,445
282
9,167,396
6,798,934
3,114,329
2,522,767
6,204,192
8,401,222
3,218,403
39,427,243
Commercial Loans
7,596
5,396
6,951
2,457
32,752
The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending December 31, 2025:
As of December 31, 2025
2021
862,035
575,253
264,370
175,486
57,814
40,977
147,911
2,123,846
706
137
1,815
20,580
510
24,083
5,292
7,512
32,431
892
5,564
57,589
868,033
582,902
298,616
201,964
59,041
47,051
2,205,518
2,564,868
1,161,720
1,304,297
3,828,512
2,440,726
2,996,445
185,751
14,482,319
51,864
17,084
100,316
383,957
27,680
96,579
10,484
687,964
169,713
28,225
100,542
598,777
357,340
226,461
415
1,481,473
2,786,445
1,207,029
1,505,155
4,811,246
2,825,747
3,319,488
196,650
4,565
1,237
18,033
9,800
33,635
1,210,501
777,109
634,593
1,105,730
1,110,749
2,218,753
102,835
7,160,270
4,609
1,075
12,204
10,424
5,539
17,866
438
52,155
19,657
38,394
52,341
115,676
33,813
102,965
1,703
364,549
17
1,234,776
816,582
699,138
1,231,830
1,150,101
2,339,588
104,976
1,095
874
1,628
184
1,317
50
5,148
2,644,081
1,056,432
613,536
876,480
410,578
771,994
2,396,981
8,770,082
5,089
2,283
20,226
6,023
2,955
2,208
14,387
53,171
10,054
50,362
52,210
52,356
37,921
31,469
123,611
357,983
43
68
172
2,659,224
1,109,080
686,015
934,927
451,504
805,673
2,534,985
23,240
2,947
4,351
9,157
12,680
11,844
10,007
74,226
157,404
114,264
88,883
272,672
173,188
210,459
55,663
1,072,533
2,020
463
145
269
542
2,897
602
6,938
1,936
420
1,918
15,540
2,294
17,247
39,903
161,360
115,147
90,946
288,481
176,024
230,603
56,813
1,119,374
15,587
3,687
20,410
10,949
11,145
25,248
31,042
118,068
118
745
131
994
1,376
209
158
588
2,331
17,081
4,641
20,541
25,407
31,630
121,394
7,456,842
3,688,465
2,926,089
6,269,829
4,204,200
6,263,876
2,920,183
33,729,484
64,406
21,787
134,837
421,253
37,051
120,060
25,911
825,305
208,028
125,122
239,442
788,247
432,260
383,864
126,865
2,303,828
194
7,729,285
3,835,381
3,300,411
7,479,397
4,673,562
6,767,810
3,072,965
36,858,811
24,335
9,790
12,022
30,913
22,961
10,057
113,025
For the consumer segment, delinquency of a loan is determined by past due status. Consumer loans are automatically placed on nonaccrual status once the loan is 90 days past due. Construction and land development loans are on 1-4 family residential properties and lots.
The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending September 30, 2026:
Days past due:
Current
1,421,708
1,171,378
573,569
863,864
2,221,827
2,905,421
9,157,767
30 days past due
302
5,841
5,307
4,352
4,129
5,477
60 days past due
1,702
960
2,484
900
1,829
7,875
90 days past due
155
5,382
10,206
12,482
4,130
10,791
43,146
1,422,165
1,184,303
590,042
883,182
2,230,986
2,923,518
9,234,196
839
1,559
1,304
324
4,113
810
1,720
2,105
1,502
2,541
14,089
1,939,461
1,962,228
277
630
3,760
4,717
218
2,242
2,876
666
643
393
742
925
3,420
Total Home equity loans
1,771
3,266
2,195
2,934
15,877
1,946,388
117
106
35
268
198,153
140,944
97,014
121,514
118,030
174,064
93,768
943,487
210
405
576
707
31
2,560
34
173
87
98
321
211
1,248
74
253
414
1,308
2,345
Total consumer
198,400
141,515
97,898
122,259
119,118
176,400
94,050
58
611
540
751
200
186
4,422
6,768
132,569
118,774
34,864
18,096
33,317
32,604
370,224
293
18,389
370,517
1,269
3,918
1,182
7,198
46,793
37,399
97
97,856
122
258
278
1,185
37,538
98,256
Total Consumer Loans
1,754,509
1,436,734
708,734
1,012,174
2,422,508
3,163,577
2,033,326
12,531,562
512
6,165
5,891
4,807
4,705
6,936
3,791
32,807
1,875
2,571
998
2,566
2,453
11,999
5,507
11,128
13,671
5,195
12,858
965
49,482
1,755,213
1,450,281
727,255
1,033,223
2,433,406
3,185,937
2,040,535
12,625,850
Consumer Loans
1,450
2,216
2,065
524
336
4,457
11,149
The following table presents the credit risk profile by past due status of total loans by origination year as of and for the period ending September 30, 2026:
Total Loans
10,922,609
8,249,215
3,841,584
3,555,990
8,637,598
11,587,159
5,258,938
1,670
8,203
9,812
7,461
7,475
2,793
6,487
43,901
18
The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending December 31, 2025:
1,182,075
647,315
1,014,555
2,407,217
1,639,720
1,543,231
8,434,113
2,060
3,805
5,472
3,232
3,926
3,369
21,864
685
2,557
2,670
620
559
1,626
8,717
1,156
9,661
8,967
6,584
1,524
4,454
32,346
1,185,976
663,338
1,031,664
2,417,653
1,645,729
1,552,680
8,497,040
926
981
458
53
107
2,647
1,627
5,549
2,618
3,463
13,961
1,794,239
1,822,765
26
160
199
502
2,752
3,689
212
108
1,615
2,059
577
886
610
847
3,276
1,677
5,843
3,567
4,622
1,446
15,181
1,799,453
66
551
193,165
134,608
156,266
154,801
62,652
156,314
91,731
949,537
55
304
271
205
1,295
2,322
427
921
67
177
532
47
1,288
2,486
193,328
134,972
157,529
155,487
62,904
159,165
91,881
390
912
910
776
114
2,655
6,007
11,764
129,749
80,514
27,590
53,698
26,284
24,390
342,225
154
617
27,744
54,161
342,842
3,638
2,037
7,756
50,859
16,477
31,521
86
112,374
128
389
2,040
51,117
31,665
112,779
1,510,254
870,023
1,208,785
2,670,038
1,746,441
1,769,417
1,886,056
11,661,014
2,165
3,948
5,936
3,702
4,131
5,166
2,827
27,875
726
2,677
3,309
744
2,018
1,680
11,713
1,223
10,059
10,230
8,556
1,709
857
39,114
1,514,368
886,707
1,228,260
2,683,040
1,752,840
1,783,081
1,891,420
11,739,716
1,904
1,891
167
3,177
14,962
The following table presents the credit risk profile by past due status of total loans by origination year as of and for the period ending December 31, 2025:
9,243,653
4,722,088
4,528,671
10,162,437
6,426,402
8,550,891
4,964,385
24,847
4,851
11,681
13,326
31,080
26,138
16,064
127,987
19
The following table presents an aging analysis of past due accruing loans, segregated by class, as of September 30, 2026 and December 31, 2025:
30 - 59 DaysPast Due
60 - 89 DaysPast Due
90+ DaysPast Due
TotalPast Due
Non-Accruing
3,498
3,515
2,908,666
4,951
3,243
14,553
17,798
17,821,892
56,835
10,860
4,270
16,476
7,899,811
35,524
16,558
553
409
17,520
9,267,581
85,063
4,155
1,756
5,911
1,958,660
8,670
45,714
7,635
8,532
61,881
9,654,895
87,831
340
1,594
1,179,958
1,782
2,409
1,018
942,534
3,679
87,480
30,013
10,629
128,122
51,640,636
284,335
3,018
3,629
2,537,171
7,560
8,457
408
9,169
16,575,180
67,411
14,821
4,651
865
20,337
7,516,697
39,957
16,301
901
17,202
8,527,681
73,551
2,739
1,226
3,966
1,819,479
8,344
24,890
5,860
2,913
33,663
9,052,979
94,766
1,582
827
615
3,024
1,227,020
2,109
2,002
793
2,795
949,014
3,457
73,810
15,034
4,941
93,785
48,207,587
297,155
The following table is a summary of information pertaining to nonaccrual loans by class, including loans modified for borrowers with financial difficulty as of September 30, 2026, and December 31, 2025:
Greater than90 days past dueand accruing(1)
Non-accrualwith noallowance(1)
3,739
55,642
7,330
1,484
5,121
Total loans on nonaccrual status
73,316
There is no interest income recognized during the period on nonaccrual loans. The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Loans on nonaccrual status in which there is no allowance assigned are individually evaluated loans that do not carry a specific reserve. See Note 1 — Summary of Significant Accounting Policies of the 2025 Form 10-K for further detailed descriptions on individually evaluated loans.
20
The following is a summary of collateral dependent loans, by type of collateral, and the extent to which they are collateralized during the period:
CollateralCoverage
%
Other
8,175
219
5,778
7,725
Church
3,219
5,288
164
3,315
6,075
183
4,111
12,213
297
6,157
9,549
Commercial non-owner-occupied real estate
Retail
4,361
4,549
3,451
5,251
152
1,160
1,458
1,250
1,512
121
Office
12,250
22,015
180
Multifamily
50,121
58,109
116
44,860
50,894
113
39,477
40,537
103
49,491
46,539
1-4 family investment property
717
545
76
1st Mtg Residential
2,250
Total collateral dependent loans
107,672
132,579
128,753
152,355
The Bank designates individually evaluated loans on non-accrual with a net book balance exceeding the designated threshold as collateral dependent loans. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the ACL. The Bank has adopted the collateral maintenance practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for selling costs, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The Bank’s threshold for individually evaluated loans is $1.0 million. The changes above in collateral percentage are generally due to appraisal value updates or changes in the number of loans within the asset class and collateral type. Overall collateral dependent loans decreased $21.1 million during the nine months ended September 30, 2026.
Loans on nonaccrual status at the date of modification are initially classified as nonaccrual. Loans on accruing status at the date of modification are initially classified as accruing if the note is reasonably assured of repayment and performance is expected in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the modification date if reasonable doubt exists as to the collection of interest or principal under the modification agreement. Nonaccrual loans are returned to accruing status when there is economic substance to the modification, there is documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months). See Note 1 — Summary of Significant Accounting Policies of the 2025 Form 10-K for how such modifications are factored into the determination of the ACL for the periods presented above.
21
The following tables present loans designated as modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2026, and 2025, respectively. The loans are segregated by type of modification and asset class, indicating the financial effect of the modifications. There were no interest rate reduction modifications for the three months ended September 30, 2026 and 2025. There were no combination interest rate reduction and payment delay modifications for the three and nine months ended September 30, 2026. There were no combination term extension and payment delay modifications modifications for the three months ended September 30, 2026 and 2025.
% of TotalAsset Class
Reduction inWeightedAverageContractualInterest Rate
Interest rate reduction
1,812
0.06
1.75
Commercial non-owner occupied
1,091
0.01
0.81
14,981
0.09
1.12
310
0.00
1.00
325
1.55
488
1.10
367
Total interest rate reductions
3,701
15,673
Three Months Ended September 30,
Increase inWeightedAverage Lifeof Loan
Term extension
309
4 months
72,973
0.41
30,697
0.19
6 months
7,563
0.10
21 months
566
7 months
2,679
0.03
24,336
0.25
8 months
0.08
3 months
2,231
5 months
Total term extensions
100,106
48,016
592
0.02
85,065
0.48
3,196
0.04
4,146
3,962
0.05
32,538
0.33
9,086
0.11
0.24
127,842
51,900
WeightedAverage ofMonths PaymentsWere Deferred
Other-than-insignificant payment delay
26,218
0.98
52,990
0.30
9 months
22,833
0.14
Total payment delays
49,051
22
WeightedAverage ofMonthsPaymentsWere Deferred
% of Total AssetClass
118,357
0.66
3,268
5,704
7,125
0.07
1,610
264
60 months
129,014
56,365
Amortized Cost
Combination - Term Extension and Interest Rate Reduction
464
0.75
16 months
917
1.83
Total term extension and interest rate reduction combinations
Increase inWeighted Average Lifeof Loan
22,714
0.50
37 months
1,671
0.60
31 months
1,769
2.40
24,385
Increase inWeightedAverageAmortizationTerm
Reduction inAverageContractualInterest Rate
Combination - Interest Rate Reduction and Payment Delay
29,802
Total interest rate reduction and payment delay combinations
1,172
12 months
30,974
23
The Bank on occasion will enter into modification agreements which extend the maturity payoff on a loan or reduce the interest rate for borrowers willing to continue to pay, to minimize losses for the Bank. At September 30, 2026, the Company had $7.1 million in remaining commitments to lend additional funds on loans to borrowers experiencing financial difficulty and modified during the current reporting period.
The following table presents the changes in status of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of September 30, 2026 and 2025, by type of modification. The subsequent defaults were all due to past due status greater than 60 days.
Paying UnderRestructuredTerms AmortizedCost
Converted toNonaccrualAmortizedCost
Foreclosuresand DefaultsAmortizedCost
Paying UnderRestructuredTermsAmortizedCost
Foreclosuresand DefaultsAmortized Cost
1,770
712
4,782
112,408
3,995
28,917
5,974
1,100
8,801
285
4,698
2,050
6,021
935
156,443
3,361
53,392
135,585
6,072
146,615
56,733
Term Extension and Interest Rate Reduction
1,914
1,799
337
Total term extension and interest rate combinations
24,628
Term Extension and Payment Delay
Total term extension and payment delay combinations
Interest Rate Reduction and Payment Delay
332,690
158,571
1,839
The following table depicts the performance of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of September 30, 2026 and 2025:
September 30, 2025
Payment Status (Amortized Cost Basis)
30-89 DaysPast Due
5,551
26,528
272,477
98,313
5,722
2,253
13,593
368
36,752
11,949
2,950
6,985
791
1,259
7,820
919
353
330,437
9,229
2,359
158,203
1,854
Note 6 — Allowance for Credit Losses (ACL)
The following tables present a disaggregated analysis of activity in the allowance for credit losses for the three and nine months ended September 30, 2026 and 2025:
ResidentialMortgage Sr.
ResidentialMortgage Jr.
HELOC
ResidentialConstruction
Comm Constr.& Dev.
Municipal
CRE Owner-Occupied
Non-Owner-Occupied CRE
C & I
Three months ended September 30, 2026
Allowance for credit losses:
Balance at end of period June 30, 2026
65,629
1,133
14,085
9,353
55,076
16,616
59,324
1,819
72,196
178,804
112,629
586,664
Charge-offs
(1,472
(69
(56
(2,464
(327
(5,322
(8,015
(17,725
Recoveries
156
350
848
1,907
242
1,629
5,408
Net (charge-offs) recoveries
(1,286
(21
(2,114
1,580
(5,080
(6,386
(12,317
Provision (recovery) (1)
(349
(4,947
889
(513
(3,898
11,317
11,232
14,571
Balance at end of period September 30, 2026
64,415
1,283
14,824
9,004
50,108
15,391
59,659
1,840
69,878
185,041
117,475
588,918
Three months ended September 30, 2025
Balance at end of period June 30, 2025
54,204
868
13,884
7,150
76,297
18,685
51,088
2,279
88,223
165,193
143,175
621,046
(698
(66
(2,969
(655
(33,174
(37,562
190
110
764
2,048
2,016
(576
(2,205
(605
(31,158
(32,154
(54
872
2,190
(18,512
2,201
13,825
(168
(14,023
10,022
4,780
1,241
Balance at end of period September 30, 2025
53,736
1,004
14,800
9,340
57,893
18,681
64,913
2,111
73,595
177,263
116,797
590,133
Nine months ended September 30, 2026
Balance at end of period December 31, 2025
55,947
1,356
14,150
8,732
53,494
19,280
58,678
73,871
174,797
123,093
585,197
(4,113
(268
(6,768
(6,291
(25,541
(43,901
314
585
403
1,010
2,162
298
6,241
(3,799
317
181
(4,703
1,464
(5,993
(19,300
(30,671
Provision (recovery) (2)
12,267
(225
357
272
(3,567
814
(29
(5,457
16,237
13,682
34,392
Nine months ended September 30, 2025
Balance at end of period December 31, 2024
42,687
432
14,845
9,298
65,553
17,484
22,279
1,197
78,753
111,538
101,214
465,280
Allowance Adjustment - FMV for Independent merger
1,852
6,448
20,359
8,075
93,820
4,773
135,441
Initial Allowance for Non-PCD loans acquired during period
8,910
85
91
4,700
11,751
254
1,947
3,186
31,557
13,685
79,971
Independent Day 1 Loan Net Charge-offs PCD (1)
(61
(2,323
(18,065
(1,016
(13,036
(22,187
(56,688
(1,590
(14
(295
(16
(6,958
(1,631
(46,445
(56,949
516
279
521
2,123
2,391
6,496
Net recoveries (charge-offs)
(1,135
265
320
505
(7,158
(2,480
(10,645
(62,136
(100,529
1,422
(456
(4,658
(26,364
7,987
36,535
(1,033
(13,939
(49,007
59,261
9,970
Note 7 — Leases
As of September 30, 2026, and December 31, 2025, we had operating right-of-use (“ROU”) assets of $501.8 million and $507.1 million, respectively, and operating lease liabilities of $526.7 million and $525.3 million, respectively. We maintain operating leases on land and buildings for some of our operating centers, branch facilities and ATM locations. Most leases include one or more options to renew, with renewal terms extending up to 20 years. The exercise of renewal options is based on the sole judgment of management and what we consider to be reasonably certain given the environment today. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to us if the option is not exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term.
Lease Cost Components:
Amortization of ROU assets – finance leases
348
Interest on lease liabilities – finance leases
Operating lease cost (cost resulting from lease payments)
17,118
15,708
51,183
40,991
Short-term lease cost
174
528
Variable lease cost (cost excluded from lease payments)
1,071
898
3,414
3,213
Total lease cost
18,484
17,257
55,531
45,880
Supplemental Cash Flow and Other Information Related to Leases:
Finance lease – operating cash flows
Finance lease – financing cash flows
124
370
363
Operating lease – operating cash flows (fixed payments)
12,394
13,938
41,373
36,802
Operating lease – operating cash flows (net change asset/liability)
(6,085
(6,330
(18,716
(17,752
New ROU assets – operating leases
4,722
2,646
Weighted – average remaining lease term (years) – finance leases
2.71
Weighted – average remaining lease term (years) – operating leases
12.29
12.49
Weighted – average discount rate - finance leases
1.8
Weighted – average discount rate - operating leases
6.4
Operating lease payments due:
2026 (excluding 9 months ended September 30,2026)
14,587
2027
60,678
2028
62,637
2029
62,269
2030
60,570
Thereafter
525,173
Total undiscounted cash flows
785,914
Discount on cash flows
(259,191
Total operating lease liabilities
526,723
Terms and conditions are similar to those real estate operating leases described above. Lease classifications from the acquired institutions were retained. At September 30, 2026, we did not maintain any leases with related parties and determined that the number and dollar amount of our equipment leases was immaterial. As of September 30, 2026, we had two operating leases that had not yet commenced for approximately $1.9 million.
27
Equipment Lessor
SouthState has an Equipment Finance Group which does business directly with customers and primarily focuses on serving the construction and utility segments. The following table summarizes lease receivables and investment in operating leases and their corresponding balance sheet location at September 30, 2026, and December 31, 2025:
Direct financing leases:
Lease receivables
224,960
92,927
Guaranteed residual values
5,870
4,212
Unguaranteed residual values
17,692
11,335
Initial direct costs
7,251
3,502
Less: Unearned income
(37,255
(17,690
Total net investment in direct financing leases
218,518
94,286
The following table summarizes direct financing lease income recorded for the three and nine months ended September 30, 2026, and remaining lease payment receivable for each of the next five years:
Direct financing lease income
Interest income
3,700
8,609
2,619
Remaining lease payments receivable:
16,010
53,773
46,423
47,356
34,768
32,500
Total undiscounted lease receivable
230,830
Less: unearned interest income
Net lease receivables
193,575
See Note 1 — Summary of Significant Accounting Policies, under the “Leases” section, of the 2025 Form 10-K, on accounting for leases.
Note 8 — Deposits
Our total deposits as of September 30, 2026, and December 31, 2025, are comprised of the following:
Noninterest-bearing checking
Interest-bearing checking
14,323,722
13,838,558
Savings
2,775,607
2,820,621
Money market
18,741,198
17,751,688
Time deposits
8,352,039
7,359,233
At September 30, 2026, and December 31, 2025, we had $2.1 billion in certificates of deposits greater than $250,000.
28
Note 9 — Earnings Per Share
Basic earnings per share is calculated by dividing net income by the weighted-average shares of common stock outstanding during each period, excluding non-vested restricted shares. Our diluted earnings per share is based on the weighted-average shares of common stock outstanding during each period plus the maximum dilutive effect of common stock issuable upon exercise of stock options or vesting of restricted stock units. Stock options and unvested restricted stock units are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive.
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2026 and 2025:
(Dollars and shares in thousands, except for per share amounts)
Basic earnings per common share:
Weighted-average basic common shares
Basic earnings per common share
Diluted earnings per common share:
Effect of dilutive securities
506
517
419
433
Weighted-average dilutive shares
Diluted earnings per common share
Note 10 — Share-Based Compensation
For a description of the Company’s share‑based compensation plans, including equity plan structure and Restricted Stock Units (“RSUs”) program mechanics, refer to Note 17 to the Consolidated Financial Statements in the 2025 Form 10‑K.
Stock Options
Activity in the Company’s stock option plans is summarized in the following table:
WeightedAveragePrice
WeightedAverageRemaining(Yrs.)
AggregateIntrinsic(000’s)
Outstanding at January 1, 2026
28,815
61.00
Exercised
(10,104
67.04
Expired
(307
43.97
Outstanding at September 30,2026
18,404
57.97
0.72
765
Exercisable at September 30,2026
Restricted Stock Units (“RSUs”)
Outstanding RSUs for the nine months ended September 30, 2026, are summarized in the following table:
Restricted Stock Units
Weighted-AverageGrant-DateFair Value
820,878
86.43
Granted
454,530
93.90
Vested
(408,581
80.28
Forfeited
(13,012
91.58
853,815
93.27
If maximum performance is achieved pursuant to the 2024, 2025 and 2026 Long Term Incentive performance-based RSU grants, an additional 133,514 shares in total may be issued by the Company at the end of the three-year performance periods.
As of September 30, 2026, there was $40.8 million of total unrecognized compensation cost at target related to nonvested RSUs granted under the plan. This cost is expected to be recognized over a weighted-average period of 1.25 years as of September 30, 2026. The total fair value of RSUs vested and released during the nine months ended September 30, 2026, was $41.8 million.
Note 11 — Commitments and Contingent Liabilities
In the normal course of business, we make various commitments and incur certain contingent liabilities, which are not reflected in the accompanying financial statements. The commitments and contingent liabilities include guarantees, commitments to extend credit, and standby letters of credit. At September 30, 2026, commitments to extend credit and standby letters of credit totaled $15.2 billion. As of September 30, 2026, the liability recorded for expected credit losses on unfunded commitments, excluding unconditionally cancellable exposures and letters of credit, was $82.3 million and recorded on the Balance Sheet. See Note 1 — Summary of Significant Accounting Policies to the Consolidated Financial Statements in the 2025 Form 10-K for discussion of liability recorded for expected credit losses on unfunded commitments.
For a description of the Company’s commitments and contingencies, including litigation risks arising from our normal business activities and whole bank acquisitions, as well as background related to the previously disclosed cyber incident, refer to Note 20 to the Consolidated Financial Statements in the 2025 Form 10-K. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, as of September 30, 2026, any such liability is not expected to have a material effect on our consolidated financial statements.
Cyber Incident Litigation. On April 3, 2024, a putative class action lawsuit was filed against the Bank in the U.S. District Court for the Middle District of Florida, Tampa Division (the “Original Suit”). The plaintiff, who purported to represent the class of individuals harmed by alleged actions and/or omissions by the Bank in connection with the cybersecurity incident that was detected on February 6, 2024 (the “Cyber Incident”, as previously reported in the Form 8-K filed with the SEC on February 9, 2024), asserted a variety of common law and statutory claims seeking monetary damages, injunctive relief and other related relief related to the potential unauthorized access by third parties to personal identifiable information. While the Original Suit was voluntarily dismissed, the same plaintiffs as well as additional plaintiffs initiated litigation that named the Bank as a defendant. These cases were consolidated into one putative class action against the Bank in the Circuit Court for Polk County, Florida (the “Cyber Incident Suit”).
During the first quarter of 2026, the parties agreed to settle the Cyber Incident Suit, subject to court approval, pursuant to which the Company agreed to fund documented losses and pay attorneys’ fees, administration costs, and credit monitoring fees. On June 24, 2026, the court entered an order granting final approval to the settlement (the “Final Order”). The settlement was paid from the Company’s cyber insurance coverage in the third quarter of 2026 in accordance with the Final Order, and the matter has been dismissed.
Other commitments and contingencies were not materially different from those disclosed in the 2025 Form 10-K.
Note 12 — Fair Value
GAAP defines fair value and establishes a framework for measuring and disclosing fair value. Fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. For a detailed description of the Company’s fair value measurement framework, including valuation methodologies and the classification of financial instruments within the fair value hierarchy, refer to Note 23 to the Consolidated Financial Statements in the 2025 Form 10‑K.
The tables below present the Company’s fair value measurements as of September 30, 2026 and December 31, 2025. There were no transfers into or out of Level 3 during the periods presented.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis:
Fair Value
Quoted PricesIn ActiveMarketsfor IdenticalAssets(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
September 30,2026:
Assets
Derivative financial instruments
Mortgage loans held for sale
49,313
Securities available for sale:
Total securities available for sale
SBA servicing asset
4,748
6,810,625
6,703,887
106,738
Liabilities
61,400
5,512
6,797,769
6,708,225
89,544
Fair Value Option
The Company has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. The Company also has opted for the fair value option for the SBA servicing asset, as it is the industry-preferred method for valuing such assets.
The following table summarizes the difference between the fair value and the unpaid principal balance of mortgage loans held for sale and the changes in fair value of these loans:
Fair value
Unpaid principal balance
49,287
59,371
Fair value less aggregated unpaid principal balance
2,029
Changes in Level 1, 2 and 3 Fair Value Measurements
There were no changes in hierarchy classifications of Level 3 assets or liabilities for the nine months ended September 30, 2026. A reconciliation of the beginning and ending balances of the MSRs recorded at fair value on a recurring basis for the nine months ended September 30, 2026, is as follows. The changes in fair value of the MSRs are recorded in Mortgage Banking Income on the Consolidated Statements of Income.
MSRs
Fair value, January 1, 2026
Servicing assets that resulted from transfers of financial assets
5,716
Changes in fair value due to valuation inputs or assumptions
20,569
Changes in fair value due to decay
(8,327
Fair value, September 30,2026
A reconciliation of the beginning and ending balances of the SBA servicing asset, a Level 3 asset recorded at fair value on a recurring basis for the period ending September 30, 2026, is as follows. The changes in fair value of the SBA servicing asset are recorded in in SBA Income on the Consolidated Statements of Income.
SBA Servicing Asset
(1,243
There were no unrealized losses included in accumulated other comprehensive income related to Level 3 financial assets and liabilities at September 30, 2026.
See Note 17 — Mortgage Loan Servicing, Origination, and Mortgage Loans Held for Sale for information about recurring Level 3 fair value measurements of mortgage servicing rights.
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis:
OREO
15,220
Bank properties held for sale
Individually evaluated loans
223,975
8,771
328,452
For an individually evaluated loan, the fair value of collateral is measured based on appraisal or third-party valuation when the loan is placed on nonaccrual. For OREO and bank properties held for sale, the fair value is initially recorded based on external appraisals at the time of transfer. These assets recorded at fair value on a nonrecurring basis are updated on at least an annual basis.
Quantitative Information about Level 3 Fair Value Measurement
Weighted Average Discount
Valuation Technique
Unobservable Input
Nonrecurring measurements:
Discounted appraisals and discounted cash flows
Collateral discounts
OREO and Bank properties held for sale
Discounted appraisals
Collateral discounts and estimated costs to sell
Fair Value of Financial Instruments
The estimated fair value, and related carrying amount, of our financial instruments are as follows:
Carrying
Fair
Value
Level 1
Level 2
Level 3
September 30,2026
Financial assets:
Cash and cash equivalents
Investment securities
8,319,757
287,005
7,912,585
120,167
297,162
Loans, net of allowance for credit losses
50,926,865
253,452
35,312
218,140
Interest rate swap – non-designated hedge
117,921
Other derivative financial instruments (mortgage banking related)
1,810
Financial liabilities:
Interest-bearing other than time deposits
35,840,527
8,323,116
Federal funds purchased and securities sold under agreements to repurchase
498,173
678,415
299,994
37,494
982,452
5,508
8,400,034
274,730
8,046,606
78,698
348,381
47,378,022
233,265
35,302
197,963
221,835
1,051
34,410,867
7,347,648
618,215
683,772
48,972
554,433
315
Note 13 — Accumulated Other Comprehensive Income (Loss)
The changes in each component of accumulated other comprehensive income (losses), net of tax, for the three and nine months ended September 30, 2026 and 2025, were as follows:
Benefit Plans
Unrealized Losseson SecuritiesAvailable for Sale
Three Months Ended September 30, 2026
Balance at June 30, 2026
565
(310,700
Other comprehensive loss before reclassifications
Net comprehensive loss
Balance at September 30, 2026
(540,175
Three Months Ended September 30, 2025
Balance at June 30, 2025
578
(372,687
Other comprehensive income before reclassifications
Net comprehensive income
Balance at September 30, 2025
(316,590
Nine Months Ended September 30, 2026
Balance at December 31, 2025
(283,946
Nine Months Ended September 30, 2025
Balance at December 31, 2024
(607,499
117,241
Amounts reclassified from accumulated other comprehensive loss
173,668
The table below presents the reclassifications out of accumulated other comprehensive income (loss), net of tax:
Amount Reclassified from Other Comprehensive Income (Loss)
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
Accumulated Other Comprehensive Loss Component
Income StatementLine Item Affected
Loss on sale of available for sale securities:
Total reclassifications for the period
Note 14 — Derivative Financial Instruments
The Company uses certain derivative instruments to meet the needs of customers as well as to manage the interest rate risk associated with certain transactions. Additional information regarding our Company’s derivative strategy and related programs are described in Note 26 to the Consolidated Financial Statements included in the 2025 Form 10-K.
The following table summarizes the derivative financial instruments used by the Company as of September 30, 2026, and December 31, 2025:
Estimated Fair Value
Balance SheetLocation
NotionalAmount
Gain
Fair value hedge of interest rate risk:
Pay fixed rate swap with counterparty
Other Assets
2,615
112
Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers
Other Assets and Other Liabilities
16,117,992
9,495
14,912,622
143,879
Matched interest rate swaps with counterparty (1)
15,611,962
108,448
14,719,305
77,799
Economic hedges of interest rate risk:
Pay floating rate swap with counterparty
4,433,000
(134
2,519,000
Not designated hedges of interest rate risk – mortgage banking activities:
Contracts used to hedge mortgage servicing rights
224,000
5,243
192,000
Contracts used to hedge mortgage pipeline
84,500
81,000
982
Total derivatives
36,474,069
32,426,542
The following table summarizes the derivative assets and derivative liabilities related to the counterparties on our interest rate swaps subject to master netting agreements where the Company has elected to net the fair values. The Company has elected to not offset cash collateral against the netted derivative assets and liabilities subject to master netting agreements.
Interest rate contracts subject to master netting agreements included in table above
Total gross derivative instruments, before netting
1,609,325
124,550
1,844,842
81,240
3,781
Less: Netting adjustment
19,723
(19
221,941
(3,781
Total gross derivative instruments, after netting
124,531
77,459
* As of September 30, 2026, and December 31, 2025, counterparties provided $46.6 million and $25.9 million, respectively, of cash collateral to the Company to secure swap asset positions that were not centrally cleared, which is included in Interest-bearing Deposits within Total Liabilities on the Consolidated Balance Sheets. Counterparties also pledged $24.3 million and $28.1 million, respectively, as of September 30, 2026, and December 31, 2025 in investment securities to secure swap asset positions that were not centrally cleared. The Company provided $2.4 million and $1.7 million, respectively, to counterparties to secure swap positions that were not centrally cleared as of September 30, 2026, and December 31, 2025.
Balance Sheet Fair Value Hedge
As of September 30, 2026, and December 31, 2025, the Company maintained loan swaps, with an aggregate notional amount of $2.6 million accounted for as fair value hedges. The amortized cost basis of the loans being hedged were $2.6 million as of September 30, 2026, and December 31, 2025.
36
Non-designated Hedges of Interest Rate Risk
Customer Swap
The Company offers interest rate swaps to certain customers to enable them to convert variable-rate loan payments to fixed-rate and simultaneously enters into an offsetting swap with a third-party counterparty. As these interest rate swaps do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of September 30, 2026, and December 31, 2025, the interest rate swaps had an aggregate notional amount of approximately $31.7 billion and $29.6 billion, respectively. At September 30, 2026, the fair value of the interest rate swap derivatives is recorded in Other Assets at $117.9 million and in Other Liabilities at $982.5 million. The fair value of derivative assets at September 30, 2026, was reduced by $868.1 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. At December 31, 2025, the fair value of the interest rate swap derivatives was recorded in Other Assets at $221.7 million and Other Liabilities at $554.4 million. The fair value of derivative assets at December 31, 2025, was reduced by $333.7 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. All changes in fair value are recorded through earnings within Correspondent and Capital Markets Income, a component of Noninterest Income on the Consolidated Statements of Income. There were net gains of $1.2 million and $2.4 million recorded on these derivatives for the three and nine months ended September 30, 2026, respectively. There was a net gain of $81,000 and a net loss of $150,000 recorded on these derivatives for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, we provided $329.0 million of cash collateral on the customer swaps, which is included in Cash and Cash Equivalents on the Consolidated Balance Sheets as Deposits in Other Financial Institutions (Restricted Cash). We also provided $64.3 million in investment securities at market value as collateral on the customer swaps which is included in Investment Securities – available for sale on the Consolidated Balance Sheets. Counterparties provided $46.6 million of cash collateral to the Company to secure swap asset positions that were not centrally cleared, which is included in Interest-bearing Deposits within Total Liabilities on the Consolidated Balance Sheets.
Balance Sheet Economic Hedge
As of September 30, 2026 and December 31, 2025, the Company maintained an aggregate notional amount of $4.4 billion and $2.5 billion, respectively, in short-term interest rate hedges that were accounted for as economic hedges. These derivatives protect the Company from interest rate risk caused by changes in the term and daily SOFR accrual mismatches. The fair value of these hedges is recorded in either Other Assets or in Other Liabilities depending on the position of the hedge with the offset recorded in Correspondent Banking and Capital Market Income, a component of Noninterest Income on the Consolidated Statements of Income. There were no material net income impacts for these derivatives for three and nine months ended September 30, 2026 or 2025.
Mortgage Banking
The Company uses certain derivatives in connection with its mortgage banking activities, primarily to manage exposure related to mortgage servicing rights and the mortgage loan pipeline. The Company does not designate these instruments as accounting hedges.
Mortgage Servicing Rights (“MSRs”)
On September 30, 2026, we had derivative financial instruments outstanding with notional amounts totaling $224.0 million related to MSRs, compared to $192.0 million on December 31, 2025. The estimated net fair value of the open contracts related to the MSRs was a loss of $5.2 million at September 30, 2026, compared to a gain of $69,000 at December 31, 2025.
Mortgage Pipeline
The following table presents our notional value of forward sale commitments and the fair value of those obligations along with the fair value of the mortgage pipeline related to the held for sale portfolio:
Mortgage loan pipeline
80,255
55,318
Expected closures
73,661
48,106
Fair value of mortgage loan pipeline commitments
(265
Forward sales commitments
Fair value of forward commitments
(315
Note 15 — Capital Ratios
The following table presents actual and required capital ratios as of September 30, 2026, and December 31, 2025 for the Company and the Bank under the current capital rules.
Actual
Minimum CapitalRequired – Basel III
Required to beConsideredWell Capitalized
Ratio
Capital Amount
Common equity Tier 1 to risk-weighted assets:
Consolidated
6,258,075
11.15
3,929,888
7.00
N/A
SouthState Bank (the Bank)
6,791,930
12.11
3,927,367
3,646,841
6.50
Tier 1 capital to risk-weighted assets:
4,772,007
8.50
3,368,475
6.00
4,768,946
4,488,419
8.00
Total capital to risk-weighted assets:
7,565,823
13.48
5,894,832
10.50
5,614,126
10.00
7,404,078
13.20
5,891,050
5,610,524
Tier 1 capital to average assets (leverage ratio):
9.49
2,637,909
4.00
10.32
2,633,147
3,291,434
5.00
5,885,568
11.36
3,625,944
6,496,379
12.54
3,625,076
3,366,142
4,402,932
4,143,936
4,401,878
4,142,944
7,166,829
13.84
5,438,915
5,179,920
7,082,039
13.68
5,437,614
5,178,680
9.26
2,543,294
10.22
2,542,489
3,178,111
As of September 30, 2026, and December 31, 2025, the capital ratios of the Company and the Bank were in excess of the minimum regulatory requirements and exceeded the thresholds for the “well capitalized” regulatory classification. For a description of the Company’s regulatory capital framework, refer to Note 24 and Item 1, “Business,” in the 2025 Form 10-K.
Note 16 — Goodwill and Other Intangible Assets
The carrying amount of goodwill was $3.1 billion, at September 30, 2026, and December 31, 2025. The Company’s other intangible assets, consisting of core deposit intangibles and client list intangibles are included on the face of the balance sheet.
The Company last completed its annual valuation of the carrying value of its goodwill as of October 31, 2025 and determined it was more likely than not there was no impairment of the Company’s goodwill. Management continues to monitor the impact of market conditions on the Company’s business, operating results, cash flows and/or financial condition.
The following is a summary of gross carrying amounts and accumulated amortization of other intangible assets:
Gross carrying amount
688,655
689,419
Accumulated amortization
(366,066
(303,093
38
Amortization expense totaled $20.6 million and $63.0 million, for the three and nine months ended September 30, 2026, respectively, compared to $23.4 million and $71.3 million for the three and nine months ended September 30, 2025, respectively. Other intangibles, except for SBA servicing assets which are carried at fair value, are amortized using either the straight-line method or an accelerated basis over their estimated useful lives, with lives generally between two and 15 years. The SBA servicing assets are carried at fair value and along with goodwill, are not amortized.
Estimated amortization expense for other intangibles for each of the next five quarters is as follows:
Quarter ending:
December 31, 2026
March 31, 2027
18,517
June 30, 2027
18,188
September 30, 2027
17,777
December 31, 2027
224,954
317,841
Note 17 — Mortgage Loan Servicing, Origination, and Mortgage Loans Held for Sale
The portfolio of residential mortgages serviced for others, which is not included in the accompanying Consolidated Balance Sheets, was $6.5 billion and $6.6 billion, respectively, as of September 30, 2026, and December 31, 2025. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts and disbursing payments to investors. The amounts of contractually specified servicing fees we earned during the three and nine months ended September 30, 2026, and September 30, 2025, were $4.1 million, $12.4 million, $4.2 million, $12.7 million, respectively. Servicing fees are recorded in Mortgage Banking Income in our Consolidated Statements of Income.
At September 30, 2026, and December 31, 2025, MSRs were $102.0 million and $84.0 million on our Consolidated Balance Sheets, respectively. MSRs are recorded at fair value with changes in fair value recorded as a component of Mortgage Banking Income in the Consolidated Statements of Income. The market value adjustments related to MSRs recorded in Mortgage Banking Income for the three and nine months ended September 30, 2026, and September 30, 2025, were gains of $11.2 million and losses of $20.6 million compared with losses of $412,000 and $5.2 million, respectively. The Company has used various free standing derivative instruments to mitigate the income statement effect of changes in fair value resulting from changes in market values, in addition to changes in valuation inputs and assumptions related to MSRs.
See Note 12 — Fair Value for the changes in fair value of MSRs. The following table presents the changes in the fair value of the MSR and offsetting hedge.
Increase/(decrease) in fair value of MSRs
11,250
(412
20,568
(5,182
Decay of MSRs
(2,900
(2,721
(6,034
(Loss) gain related to derivatives
(9,675
289
(13,604
3,877
Net effect on Consolidated Statements of Income
(1,325
(2,844
(1,363
(7,339
39
The characteristics and sensitivity analysis of the MSRs are included in the following table:
Composition of residential loans serviced for others
Fixed-rate mortgage loans
100.0
Adjustable-rate mortgage loans
Weighted average life
8.2
years
7.5
Constant Prepayment rate (CPR)
6.6
7.9
Estimated impact on fair value of a 10% increase
(676
(1,082
Estimated impact on fair value of a 20% increase
(1,533
(2,101
Estimated impact on fair value of a 10% decrease
608
1,142
Estimated impact on fair value of a 20% decrease
1,127
2,333
Weighted average discount rate
9.5
10.7
(4,441
(3,140
(8,517
(6,208
4,852
3,105
10,169
5,982
Effect on fair value due to change in interest rates
25 basis point increase
2,491
2,505
50 basis point increase
4,734
4,822
25 basis point decrease
(2,756
(2,599
50 basis point decrease
(5,755
(5,128
The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the residential MSRs is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by the Company would serve to reduce the estimated impacts to fair value included in the table above.
Mortgage loan sales were $249.4 million and $664.7 million for the three and nine months ended September 30, 2026, respectively, compared to $207.7 million and $751.7 million for the three and nine months ended September 30, 2025, respectively. Of the total mortgage loans sold for the three and nine months ended September 30, 2026, the Bank sold $153.4 million and $425.3 million, or 61.5% and 64.0%, respectively, with the servicing rights retained by the Bank, compared to $149.8 million and $490.0 million, or 72.1% and 65.2%, respectively, of the total mortgage loans sold for the three and nine months ended September 30, 2025.
The Bank retains no beneficial interests in these sales but may retain the servicing rights for the loans sold. The risks related to the sold loans with the retained servicing rights due to a representation or warranty violation such as noncompliance with eligibility or servicing requirements, or customer fraud, that should have been identified in a loan file review are disclosed in Note 1 — Summary of Significant Accounting Policies, under the “Loans Held for Sale” section, of the Company’s 2025 Form 10-K.
Mortgage loans held for sale have historically been comprised of residential mortgage loans awaiting sale in the secondary market, which generally settle in 15 to 45 days. Mortgage loans held for sale were $49.3 million and $61.4 million at September 30, 2026, and December 31, 2025, respectively. Please see Note 12 — Fair Value, under the “Fair Value Option”, section in this Quarterly Report on Form 10-Q for summary of the fair value and the unpaid principal balance of loans held for sale and the changes in fair value of these loans.
Note 18 — Small Business Administration (“SBA”) Loans Held for Sale
The Company purchases the guaranteed portions of SBA loans from third-party originators. The guaranteed portions of SBA loans purchased by the Company are aggregated into pools with similar characteristics to create a security representing an interest in those pools through the SBA’s fiscal transfer agent (“FTA”). The individual guaranteed portions of the SBA loans may also be sold prior to pooling into a security. The guaranteed portion of the SBA loans are pooled and securities representing interests in that pool are issued, the Company sells the pooled securities into the secondary market.
At September 30, 2026 and 2025, the Company held approximately $247.5 million and $278.3 million, respectively, of the guaranteed portion of SBA loans for sale. The following table details additional SBA activity for the periods presented.
SBA loan purchases - guaranteed portion
386,993
216,952
1,046,666
903,538
SBA security pools created - guaranteed portion
417,760
139,710
SBA security pools sold into the secondary market
446,520
159,641
959,882
640,839
SBA individual loans sold
5,607
32,272
44,216
91,101
The Company also separately originates SBA loans and sells the guaranteed portions of these loans into the secondary market. The following table details the guaranteed portion of SBA loans for the periods presented.
SBA loan originations - guaranteed portion sold
10,531
8,591
25,023
51,217
Gains recognized on sales
996
758
2,325
4,510
Note 19 — Short-Term Borrowings
Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)
Repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. At September 30, 2026, and December 31, 2025, our repurchase agreements totaled $217.2 million and $311.4 million, respectively. These borrowings were collateralized with government, government-sponsored enterprise, or state and political subdivision-issued securities with a market value of $268.5 million and $331.5 million at September 30, 2026, and December 31, 2025, respectively. Declines in the value of the collateral would require us to increase the amounts of securities pledged.
Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Borrowing
The Company has, from time to time, entered into borrowing agreements with the FHLB and FRB. Borrowings under these agreements are collateralized by stock in the FHLB, qualifying first and second mortgage residential loans, investment securities, and commercial real estate loans under a blanket-floating lien.
As of September 30, 2026, the Company had outstanding FHLB borrowings of $300.0 million and no FHLB borrowings as of December 31, 2025. Net eligible loans of the Company pledged via a blanket lien to the FHLB for advances and letters of credit at September 30, 2026, were approximately $9.5 billion (collateral value of $6.0 billion) and investment securities and cash pledged were approximately $27.1 million (collateral value of $18.4 million). This allows the Company a total borrowing capacity at the FHLB of approximately $6.0 billion. After accounting for the secured collateral required totaling $18.3 million and $300.0 million in outstanding FHLB advances, the Company had unused net credit available with the FHLB in the amount of approximately $5.7 billion at September 30, 2026. The Company also has a total borrowing capacity at the FRB of $11.9 billion at September 30, 2026, secured by a blanket lien on $16.0 billion (collateral value of $11.9 billion) in net eligible loans of the Company. The Company had no outstanding borrowings with the FRB at September 30, 2026, or December 31, 2025.
Note 20 — Stock Repurchase Program
On January 21, 2026, the Board of Directors of the Company approved a stock repurchase plan for the repurchase of up to 5,560,000 shares of the Company’s common stock (the “2026 Repurchase Plan”). The 2026 Repurchase Plan replaces the Company’s 2025 stock repurchase program (the "2025 Repurchase Plan"), under which 560,000 shares remained available for repurchase. The 2025 Repurchase Plan was cancelled in connection with the Board’s approval of the 2026 Repurchase Plan. During the nine months ended September 30, 2026, the Company repurchased a total of 2,750,000 shares at a weighted average price of $100.02 per share (including commission paid) pursuant to the 2026 Repurchase Plan. Based on the shares repurchased through the 2026 Repurchase Plan during 2026, the Company accrued an estimated excise tax of approximately $2.4 million at September 30, 2026 to be paid in 2027. This excise tax of 1% on the fair market value of corporate stock repurchased was enacted under the Inflation Reduction Act of 2022 for stock repurchases and is recorded against surplus in shareholders’ equity when accrued. During the nine months ended September 30, 2025, the Company repurchased 440,000 shares at a weighted average price of $97.29 per share pursuant to the 2025 Repurchase Plan.
The Company repurchased 94,500 and 113,025 shares at a cost of $9.6 million and $11.5 million, respectively, during the nine months ended September 30, 2026, and 2025 under other arrangements whereby directors or officers surrender shares to the Company to cover the option cost for stock option exercises or tax liabilities resulting from the vesting of restricted stock awards or restricted stock units.
42
Note 21 — Segment Reporting
The table below provides net income and net interest margin information about the General Banking Unit. The most significant expenses to the General Banking Unit are deposit and other borrowing interest expense as well as employee compensation. For a description of the Company’s reportable segments and related framework, refer to Note 29 to the Consolidated Financial Statements in the Company’s 2025 Form 10‑K.
Net Income (GAAP)
Interest expense
Net interest income (a)
Other operating noninterest income
271,523
Employee salaries
148,312
136,630
434,924
408,253
Employee commissions
17,782
15,656
53,115
41,210
Employee incentives
39,523
32,612
103,299
95,001
Other salaries and benefits
35,429
34,957
108,871
108,275
Deferred loan costs
(23,809
(20,707
(71,942
(57,618
Business development and staff related
10,877
8,907
32,877
22,600
Merger and branch consolidation related expense
Other operating expense
35,108
36,742
100,647
100,088
Income before income tax provision
Income tax provision
Net income (GAAP)
Net Interest Margin, Non-Tax Equivalent ("Non-TE") (GAAP)
Average interest earning assets (b)
62,217,447
58,727,110
61,191,513
57,982,690
Net interest margin, non-TE ((a)/(b)) (GAAP)
3.77
4.05
3.78
3.97
Note 22 — Subsequent Events
Stock Repurchases
Subsequent to September 30, 2026, the Company repurchased 81,654 shares of the Company’s common stock pursuant to the 2026 Repurchase Plan at a weighted average price of $104.72 per share. As of October 29, 2026, the Company may repurchase up to an additional 2,728,346 shares of common stock under the 2026 Repurchase Plan.
Fourth Quarter 2026 Quarterly Cash Dividend Declaration
On October 21, 2026, the Company announced the declaration of a quarterly cash dividend on its common stock at $0.66 per share. The dividend is payable on November 13, 2026, to shareholders of record as of November 6, 2026.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) relates to the financial statements contained in this Quarterly Report beginning on page 3. For further information, refer to the MD&A appearing in the Annual Report on Form 10-K for the year ended December 31, 2025. The MD&A section in this Form 10-Q discusses updates to the Company’s business since the year ended December 31, 2025. Results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results for the year ending December 31, 2026, or any future period.
Unless otherwise mentioned or unless the context requires otherwise, references to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Bank Corporation and its consolidated subsidiaries. References to the “Bank” means SouthState Bank Corporation’s wholly owned subsidiary, SouthState Bank, National Association, a national banking association.
Overview
SouthState Bank Corporation is a financial holding company headquartered in Winter Haven, Florida. We provide a wide range of banking services and products to our customers through our Bank. There have been no material changes to the Company’s business or organizational structure during the nine months ended September 30, 2026, except as described below. During the second quarter of 2026, the Company completed the legal dissolution of one of its subsidiaries, SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code. The Company’s business structure remains otherwise unchanged.
At September 30, 2026, we had approximately $70.4 billion in assets and 6,440 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through an eight (8) state footprint in Alabama, Colorado, Florida, Georgia, North Carolina, South Carolina, Texas, and Virginia.
The following discussion describes our results of operations for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, and also analyzes our financial condition as of September 30, 2026, as compared to December 31, 2025.
Recent Events
Governmental and Regulatory Environment
We continue to assess regulatory and other changes being made by the Trump Administration and its impact on our business. This includes the impact of the Iran conflict, immigration reform, tariff changes and changes in regulation and supervision, including the proposal, modification, rescission, or withdrawal of regulation or guidance, or changes in supervisory approaches and enforcement of rules and guidance applicable to us, including those described below.
On March 19, 2026, the Federal Reserve, OCC and FDIC jointly issued two joint notices of proposed rulemaking to modernize the U.S. regulatory capital framework. The proposals include a new expanded risk-based approach to calculating risk-weighted assets, which applies to the largest and most internationally active banks, and revisions to the existing standardized approach to calculating risk-based assets, which applies to Category III and IV institutions and smaller banking organizations, such as the Bank (the “Standardized Approach Proposal”). The Standardized Approach Proposal would improve the calibration and risk sensitivity of risk weights. The timing and content of any final rules, and the potential effects of any final rules on the Bank, remain uncertain.
Critical Accounting Policies
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with GAAP and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. There have been no material changes to those policies during the nine months ended September 30, 2026, except as described below.
Allowance for Credit Losses (ACL)
SouthState utilizes economic forecasts provided by a third-party service provider and applies probability weightings to multiple economic scenarios based on management's assessment of economic and market conditions. As a sensitivity analysis, applying a 100% weighting to the adverse scenario would increase the ACL by approximately $207 million, while applying a 100% weighting to the upside scenario would decrease the ACL by approximately $145 million. The adverse scenario reflects recessionary economic conditions, while the upside scenario reflects stronger-than-expected economic performance. This analysis is hypothetical and does not represent management's estimate of expected credit losses as of September 30, 2026.
Results of Operations
We reported consolidated net income of $223.8 million, or diluted earnings per share (“EPS”) of $2.30, for the third quarter of 2026 compared to consolidated net income of $246.6 million, or diluted EPS of $2.42, in the comparable period of 2025, a 9.3% decrease in consolidated net income and a 5.0% decrease in diluted EPS. During the nine months ended September 30, 2026, we reported consolidated net income of $679.6 million, or diluted EPS of $6.93, compared to consolidated net income of $550.9 million, or diluted EPS of $5.41, in the comparable period of 2025, a 23.4% increase in consolidated net income and a 28.1% increase in diluted EPS. The $22.8 million decrease in consolidated net income for the third quarter of 2026 compared to the same period of 2025 was the net result of the following items:
Our quarterly efficiency ratio increased to 51.6% in the third quarter of 2026 compared to 49.9% in the third quarter of 2025. The increase in the efficiency ratio compared to the third quarter of 2025 was the result of a 1.9% decrease in the total tax-equivalent net interest income and noninterest income and a 1.5% increase in noninterest expense (excluding amortization of intangibles). The increase in noninterest expense was mainly due to an increase in salaries and employee benefits related to regular annual salary increases and an increase in the number of employees as a result of a hiring initiative to expand our sales force. The decrease in the total of tax-equivalent net interest income and noninterest income was mainly due to decreases in interest income from federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with banks, loan interest income and correspondent banking and capital markets income compared to the third quarter of 2025.
45
Basic and diluted EPS were $2.31 and $2.30, respectively, for the third quarter of 2026, compared to $2.44 and $2.42, respectively, for the third quarter of 2025. The decrease in basic and diluted EPS was due to a 9.3% decrease in net income in the third quarter of 2026 compared to the same period in 2025, partially offset by a decrease in average basic common shares of 4.2%. The decrease in net income in the third quarter of 2026 was mainly attributable to a decrease in net interest income of $8.2 million, a decrease in non-interest income of $5.2 million and an increase in the provision for credit losses of $15.3 million. The decrease in average basic common shares was mainly due to the Company repurchasing approximately 4.8 million shares through the Company’s stock repurchase plan since September 30, 2025.
Selected Figures and Ratios
The following table presents selected financial figures and ratios for the three and nine months ended September 30, 2026 and 2025:
Return on average assets (annualized)
1.29
1.49
1.34
1.14
Return on average equity (annualized)
9.70
11.04
Return on average tangible equity (annualized)*
16.60
19.62
17.26
15.80
Dividend payout ratio
28.60
24.59
26.66
30.89
Equity to assets ratio
12.84
13.64
Average shareholders’ equity
9,154,347
8,867,408
9,088,581
8,661,013
* Denotes a non-GAAP financial measure. The section titled “Reconciliation of GAAP to non-GAAP” below provides a table that reconciles GAAP measures to non-GAAP measures.
Net Interest Income and Margin
Net interest income is the Company’s principal source of income and a key driver of overall financial performance. Net interest income and net interest margin are affected by the level and mix of interest-earning assets and interest-bearing liabilities, as well as changes in long-term and short-term market interest rates. On September 16, 2026, the Federal Reserve increased the target federal funds rate by 25 basis points to a range to 3.75% to 4.00%, which remained in effect as of September 30, 2026. This followed reductions totaling 75 basis points in the second half of 2025. Despite the September 2026 increase in the federal funds target range, interest rate conditions during the third quarter of 2026 were lower compared to the third quarter of 2025, impacting both asset yields and funding costs.
The decline in non-tax equivalent and the Tax Equivalent (“TE”) net interest margin of 28 basis points in the third quarter of 2026 compared to the same quarter of 2025 primarily reflected lower yields on interest-earning assets, driven by reduced loan accretion income and a lower interest rate environment, partially offset by lower funding costs and balance-sheet mix changes.
The tables below summarize the analysis of changes in interest income and interest expense for the three and nine months ended September 30, 2026, and 2025 and net interest margin on a tax equivalent basis:
AverageBalance
InterestEarned/Paid
AverageYield/Rate
Interest-Earning Assets:
1,226,660
3.19
2,212,239
4.17
Investment securities (taxable) (1)
8,179,276
3.58
7,786,386
3.54
Investment securities (tax-exempt) (1)
1,086,415
3.28
838,284
3.07
249,878
4,274
6.79
289,884
5,067
Acquired loans, net
12,141,117
200,784
6.56
15,440,538
311,953
8.02
39,334,101
567,042
5.72
32,159,779
465,362
5.74
Total interest-earning assets
5.51
5.96
Noninterest-Earning Assets:
523,954
567,823
6,638,547
6,812,790
Allowance for credit losses
(585,424
(618,179
Total noninterest-earning assets
6,577,077
6,762,434
Total Assets
68,794,524
65,489,544
Interest-Bearing Liabilities:
Transaction and money market accounts
32,634,509
189,191
29,623,457
187,627
2.51
Savings deposits
2,794,029
1,655
2,879,488
1,940
0.27
Certificates and other time deposits
7,493,938
65,205
3.45
7,310,133
67,704
3.67
266,686
2,455
3.65
331,707
3,640
4.35
Securities sold with agreements to repurchase
260,312
1,319
2.01
281,395
1,527
2.15
696,819
7.15
974,992
7.95
94,566
3.98
Total interest-bearing liabilities
44,240,859
2.45
41,401,172
2.70
Noninterest-Bearing Liabilities:
Demand deposits
13,500,596
13,541,840
1,898,722
1,679,124
Total noninterest-bearing liabilities (“Non-IBL”)
15,399,318
15,220,964
Shareholders’ equity
Total Non-IBL and shareholders’ equity
24,553,665
24,088,372
Total Liabilities and Shareholders’ Equity
Net Interest Income and Margin (Non-Tax Equivalent)
Net Interest Margin (Tax Equivalent)
4.06
Total Deposit Cost (without debt and other borrowings)
1.80
1.91
Overall Cost of Funds (including demand deposits)
1.88
2.04
1,495,784
3.39
2,098,769
4.18
8,212,099
3.57
7,618,874
3.36
1,021,552
3.21
870,182
3.09
253,226
12,607
6.66
249,666
13,574
7.27
13,015,770
650,639
6.68
16,415,733
926,270
7.54
37,193,082
1,575,076
5.66
30,729,466
1,313,627
5.84
538,787
578,855
6,711,280
6,831,628
(584,668
(613,949
6,665,399
6,796,534
67,856,912
64,779,224
32,081,720
541,864
2.26
29,287,861
538,057
2.46
2,811,165
4,935
0.23
2,901,983
5,895
7,299,044
191,990
3.52
7,218,122
200,868
3.72
283,639
7,706
3.63
338,595
11,062
4.37
290,957
4,356
2.00
288,952
4,420
2.05
696,711
7.21
850,463
7.48
83,518
3.90
19,692
4.40
43,546,754
2.43
40,905,668
2.64
13,460,836
13,559,656
1,760,741
1,652,887
15,221,577
15,212,543
24,310,158
23,873,556
Total deposit cost (without debt and other borrowings)
1.77
1.85
1.98
The interest earned on investment securities increased in the three and nine months ended September 30, 2026, compared to the same periods in 2025, primarily due to a higher average balance in investment securities and a modest increase in the yield on the investment portfolio. The average balance of investment securities for the three and nine months ended September 30, 2026 increased by approximately $641.0 million and $744.6 million, respectively, compared to the same periods in 2025. The Company has increased the size of the investment securities portfolio commensurate with the growth in the balance sheet. The improvement in the yield is a result of the reinvestment and repositioning strategies executed in the first quarter of 2025.
48
Loans
Interest earned on loans held for investment decreased during the three and nine months ended September 30, 2026, from the comparable periods in 2025. Some key highlights for the quarter ended September 30, 2026, are outlined below:
Interest-Bearing Liabilities
The quarter-to-date average balance of interest-bearing liabilities increased in the third quarter of 2026 compared to the same period in 2025, while the cost of interest-bearing liabilities decreased, reflecting lower market interest rates across most deposit and borrowing categories. Some key highlights for the quarter ended September 30, 2026, compared to the same period in 2025 include:
We continue to monitor and adjust rates paid on deposit products as part of our strategy to manage our net interest margin. Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, and other borrowings. Interest-bearing transaction accounts include NOW, HSA, Interest on Lawyers’ Trust Accounts (“IOLTA”), and Market Rate checking accounts.
Noninterest-Bearing Deposits
Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. Average noninterest-bearing deposits decreased $41.2 million, or 0.3%, to $13.5 billion in the third quarter of 2026 compared to the same period in 2025. The decrease in the average balance of noninterest bearing deposits primarily reflects a continued shift in customer funds to interest-bearing transactional and money market deposit accounts.
Noninterest Income
Noninterest income provides us with additional revenues that are significant sources of income. For the three months ended September 30, 2026, and 2025, noninterest income comprised 13.7%, and 14.2%, respectively, of total net interest income and noninterest income. For the nine months ended September 30, 2026, and 2025, noninterest income comprised 14.4%, and 13.6%, respectively, of total net interest income and noninterest income.
Service charges on deposit accounts
27,962
26,933
80,540
76,552
Debit, prepaid, ATM and merchant card related income
14,849
15,639
42,538
39,822
SBA income
1,672
1,683
4,436
7,345
3,467
3,411
10,363
10,696
Noninterest income decreased during the third quarter of 2026 compared to the same period in 2025. This quarterly change in total noninterest income resulted from the following:
Noninterest income increased during the nine months ended September 30, 2026 compared to the same period in 2025. The categories and explanations for the fluctuations year-to-date, except the items discussed below, are similar to the ones noted above in the quarterly comparison.
Noninterest Expense
Business development and staff related expense
24,352
25,057
70,261
71,926
Noninterest expense increased by $2.4 million, or 0.7%, in the third quarter of 2026 compared to the same period in 2025, primarily resulted from the following expenses:
Noninterest expense decreased by $64.2 million, or 5.6%, during the nine months ended September 30, 2026, compared to the same period in 2025. The categories and explanations for the year-to-date fluctuations are generally consistent with those discussed in the quarterly comparison above, except as noted below, which slightly offset the total noninterest expense decrease.
Income Tax Expense
Our effective tax rate was 22.91% for the three months ended September 30, 2026, compared to 23.25% for the three months ended September 30, 2025. The decrease in the effective rate for the current quarter, when compared to the same period in the prior year, was driven primarily by lower non-deductible executive compensation during the current quarter, as well as non-deductible merger expenses recognized in the third quarter of 2025 related to the acquisition of Independent completed on January 1, 2025. In addition, there was an increase in tax-exempt interest income in the current quarter compared to the same period in 2025. This was partially offset by a decrease in the cash surrender value of BOLI policies in the third quarter of 2026 compared to the third quarter of 2025.
Our effective tax rate for the first nine months of the year was 22.83% compared to 23.99% for the first nine months of 2025. The decrease in the year-to-date effective tax rate compared to the same period of 2025 was due primarily to a reduction in non-deductible executive compensation, an increase in tax-exempt interest income and a decrease in non-deductible FDIC premiums. In addition to these items, there was a $5.6 million remeasurement of the Company’s deferred tax balances resulting from the acquisition of Independent in the first quarter of 2025.
Segment Reporting
As discussed in Note 21 — Segment Reporting, the Company’s operations are managed and financial performance is evaluated on an organization-wide basis, and the Company’s banking and finance operations are considered by management to constitute one reportable operating segment, the General Banking Unit. There have been no material changes to the Company’s segment structure during the nine months ended September 30, 2026.
The table below provides PPNR and TE NIM information of the General Banking Unit.
Pre-Provision Net Revenue and Tax Equivalent Net Interest Margin
(Dollars and shares in thousands except for per share amounts)
PPNR (Non-GAAP)
Net Income (GAAP) (a)
Plus:
PPNR (Non-GAAP) (b)
310,666
326,441
927,771
837,954
PPNR, Adjusted (Non-GAAP)
Less:
Gain on sale leaseback, net of transaction costs
(229,279
PPNR, adjusted (Non-GAAP) (d)
347,330
950,760
PPNR per Share (Non-GAAP)
Diluted weighted-average common share outstanding (c)
Earnings per common share - Diluted ((a)/(c)) (GAAP)
PPNR per share ((b)/(c)) (Non-GAAP)
9.47
8.23
Adjusted PPNR per Share (Non-GAAP)
Adjusted PPNR per share ((d)/(c)) (Non-GAAP)
3.41
9.34
Net Interest Margin, Tax Equivalent ("TE") (Non-GAAP)
Average interest earning assets (e)
Net interest income (f)
Net interest margin, non-TE ((f)*/(e)) (GAAP)
TE adjustment (g)
769
718
2,280
2,174
Net interest margin, TE (((f)+(g))*/(e)) (Non-GAAP)
* Annualized
52
Analysis of Financial Condition
Summary
Our total assets increased approximately $3.2 billion, or 4.8%, from December 31, 2025, to September 30, 2026, to approximately $70.4 billion. Within total assets, cash and cash equivalents decreased by $197.9 million, or 6.2%, net loans increased $3.5 billion, or 7.2%, while investment securities decreased $9.4 million, or 0.1%, during the period. Within total liabilities, deposits grew $2.5 billion, or 4.5%, and federal funds purchased and securities sold under agreements to repurchase decreased by $120.0 million, or 19.4%. Total corporate and subordinated debentures and other borrowings increased by $300.3 million, or 43.1%. Total shareholder’s equity decreased $11.8 million, or 0.1%. The decrease in cash and cash equivalents was due to the funding of loan growth in the first nine months of 2026. The increase in deposits was related to a $485.2 million increase in interest-bearing checking accounts, a $989.5 million increase in money market accounts and a $992.8 million increase in time deposits, which included a $1.1 billion increase in brokered time deposits. The increase in loans was driven by organic growth. Our loan to deposit ratio was 90% and 88% at September 30, 2026 and December 31, 2025, respectively, while our percentage of noninterest-bearing deposit accounts to total deposits was 23% and 24% at September 30, 2026, and December 31, 2025, respectively.
We use investment securities, our second largest category of earning assets, to generate interest income, provide liquidity, fund loan demand or deposit liquidation, and to pledge as collateral for public funds deposits, repurchase agreements, derivative exposures and to augment borrowing capacity at the Federal Reserve Bank of Atlanta, and the Federal Home Loan Bank of Atlanta. At September 30, 2026 and December 31, 2025, investment securities totaled $8.7 billion. The Bank purchased $3.4 billion of investment securities during the nine months ended September 30, 2026 mostly from reinvesting funds provided by the paydowns, maturities and calls of investment securities. The increases in investment securities were partially offset by reductions from maturities, calls, sales and paydowns of investment securities totaling $3.1 billion and the net amortization of premiums of $8.4 million during the nine months ended September 30, 2026. At September 30, 2026, approximately 73.4% of the investment portfolio was classified as available for sale, approximately 21.9% was classified as held to maturity and approximately 4.7% was classified as other investments.
At September 30, 2026, the unrealized net losses of the available for sale securities portfolio was $718.5 million, or 10.1%, below its amortized cost basis, compared to an unrealized net loss of $382.8 million, or 5.7%, at December 31, 2025. At September 30, 2026, the unrealized net loss of the held to maturity securities portfolio was $386 million, or 20.3%, below its amortized cost basis, compared to an unrealized net loss of $315.2 million, or 15.4%, at December 31, 2025.
The following is the combined amortized cost and fair value of investment securities available for sale and held for maturity, aggregated by credit quality indicator:
UnrealizedNet Loss
AAA – A
Not Rated
agencies or sponsored enterprises *
3,118,184
2,671,274
(446,910
89
3,118,095
2,420,176
2,244,429
(175,747
1,460,936
1,281,528
(179,408
133,209
1,327,727
(240,762
1,267,840
7,958
586,160
546,872
(39,288
9,017,145
(1,104,560
2,120,189
6,896,956
* Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (“CMO”) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities.
At September 30, 2026, we had 1,273 investment securities including both available for sale and held to maturity, in an unrealized loss position, which totaled $1.1 billion. At December 31, 2025, we had 1,073 investment securities, including both available for sale and held to maturity, in an unrealized loss position, which totaled $737.2 million. The total number of investment securities with an unrealized loss position increased by 200 securities, while the total dollar amount of the unrealized loss increased by $367.7 million. The increase in the number of securities in a loss position and level of unrealized losses during the quarter was mainly due to recent changes in market interest rates and expectations of future Federal Reserve Bank rate increases due to inflationary pressures.
All investment securities in an unrealized loss position as of September 30, 2026, continue to perform as scheduled. We have evaluated the securities and have determined that the decline in fair value, relative to its amortized cost, is not due to credit-related factors. In addition, we have the ability and intent to hold these securities within the portfolio until maturity or until the value recovers, and we believe that it is more likely than not that we will not be required to sell these securities prior to recovery. We continue to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of our securities may be sold or would require a charge to earnings as a provision for credit losses in such periods. Any charges as a provision for credit losses related to investment securities could impact cash flow, tangible capital or liquidity.
As securities held for investment are purchased, they are designated as held to maturity or available for sale based upon our intent, which incorporates liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements. Although securities classified as available for sale may be sold from time to time to meet liquidity or other needs, it is not our normal practice to trade this segment of the investment securities portfolio. While management generally holds these assets on a long-term basis or until maturity, any short-term investments or securities available for sale could be converted at an earlier point, depending partly on changes in interest rates and alternative investment opportunities.
The following table presents a summary of our investment portfolio by contractual maturity and related yield as of September 30, 2026:
Due In1 Year or Less
Due After1 Thru 5 Years
Due After5 Thru 10 Years
Due After10 Years
Yield
Held to Maturity (amortized cost)
57,924
1.82
74,967
1.66
1.73
Residential mortgage-backed securities issued by U.S.
government agencies or sponsored enterprises
44,459
2.09
108,609
901,683
1.76
Residential collateralized mortgage-obligations issued by U.S.
Commercial mortgage-backed securities issued by U.S.
0.94
51,563
114,200
1.46
117,622
2.33
1.67
1.20
Total held to maturity
1.39
2.02
1.87
Available for Sale (fair value)
U.S. Government treasuries
2.58
20,285
2.06
136,013
3.16
1,679,656
3.76
3.69
96
38,867
4.78
102,989
4.88
1,816,692
4.54
4.56
19,351
1.84
345,730
4.16
480,713
182,725
9,442
3.42
28,888
3.14
235,435
2.78
761,271
4,401
2.52
4.74
191,756
310,497
3.23
3.66
6.82
4.29
Total available for sale
2.38
4.12
3.95
3.88
Total other investments
3.17
68,735
1.64
604,063
3.50
1,456,787
3.12
6,576,195
3.48
Percent of total
Cumulative percent of total
100
54
Approximately 85.6% (based on amortized cost) of the investment portfolio (excluding other investment securities) is comprised of U.S. Treasury securities, U.S. Government agency securities, and U.S. Government Agency Mortgage-backed securities. These securities may be pledged to the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta Discount Window. Approximately 14.1% (based on amortized cost) of the investment portfolio (excluding other investment securities) is comprised of municipal securities. A portion of the municipal bond portfolio may be pledged to the Federal Home Loan Bank of Atlanta subject to their credit approval. Approximately 99% of the municipal bond portfolio has ratings in the Single A or higher category.
As of September 30, 2026, the portfolio had an effective duration of 4.99 years. We continue to monitor duration risk and seek to align duration within our risk appetite.
The following table presents a summary of our investment portfolio duration for the periods presented:
(Dollars in thousands, duration in years)
Duration
5.62
6.11
6.06
6.91
6.63
4.72
5.05
5.77
5.99
5.94
5.97
4.68
4.43
3.46
2.54
4.02
4.55
8.60
7.79
2.19
0.31
0.51
4.22
Other Investments
Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of September 30, 2026, we determined that there was no impairment on our other investment securities. As of September 30, 2026, other investment securities represented approximately $407.2 million, or 0.58% of total assets, and primarily consists of FHLB and FRB stock which totals $266.7 million, or 0.38% of total assets. There were no gains or losses on the sales of these securities for the three and nine months ended September 30, 2026, and 2025, respectively.
We have a trading portfolio associated with our Correspondent Banking Division and its subsidiary SouthState Securities Corp. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Markets Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries and mortgage-backed agency securities, which are held for short periods of time and totaled $141.5 million and $110.2 million at September 30, 2026, and December 31, 2025.
Loans Held for Sale
The balance of loans held for sale decreased $48.5 million from December 31, 2025, to $296.8 million on September 30, 2026. Loans held for sale at September 30, 2026 and December 31, 2025 consisted of mortgage and SBA loans held for sale.
The Company purchases the guaranteed portions of SBA loans from third-party originators with the intent to aggregate the guaranteed portion of the SBA loans into pools with similar characteristics to create a security representing an interest in those pools through the SBA’s fiscal transfer agent. SBA loans held for sale totaled $247.5 million at September 30, 2026 compared to $283.9 million at December 31, 2025. See Note 18 — Small Business Administration (“SBA”) Loans Held for Sale for more information.
Mortgage loans held for sale totaled $49.3 million at September 30, 2026, a decrease of $12.1 million compared to $61.4 million at December 31, 2025. Total mortgage production was $818.8 million in the third quarter of 2026 compared to $1.0 billion in the second quarter of 2026. The decrease in production from the prior quarter was mainly due to the increase in mortgage rates in the third quarter of 2026 as the 30 year mortgage fixed rate increased approximately 75 to 85 basis points during the quarter. The percentage of mortgage production sold into the secondary market decreased in the third quarter of 2026 to 28% from 33% in the second quarter of 2026. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate over time.
The following table presents a summary of the loan portfolio by category (excludes loans held for sale):
LOAN PORTFOLIO (Dollars in thousands)
% ofTotal
December 31,2025
Acquired loans:
Acquired - non-purchased credit deteriorated loans:
387,455
0.8
580,657
1.2
4,123,224
4,766,211
9.9
1,721,101
3.3
1,982,641
4.1
1,044,227
2.0
1,171,043
2.4
172,666
0.3
209,048
0.5
1,243,620
1,789,588
3.7
551,578
1.1
672,593
1.4
Consumer non real estate
47,136
0.1
60,528
105
Total acquired - non-purchased credit deteriorated loans
17.9
23.1
Acquired - purchased credit deteriorated loans (PCD):
59,091
106,815
0.2
1,683,392
3.2
1,960,076
4.0
392,811
486,118
1.0
165,947
186,905
0.4
15,990
18,797
76,548
148,089
42,316
49,090
17,972
21,609
Total acquired - purchased credit deteriorated loans (PCD)
4.7
6.1
Total acquired loans
11,745,178
22.6
14,209,913
29.2
Non-acquired loans:
2,470,586
4.8
1,860,888
3.8
12,089,909
23.2
9,925,473
20.4
5,837,899
11.2
5,108,232
10.5
8,159,990
15.7
7,260,486
14.9
1,784,585
3.4
1,603,944
8,484,439
16.3
7,243,731
589,440
510,470
884,532
1.7
873,129
6,535
2,261
Total non-acquired loans
77.4
70.8
Total loans (net of unearned income)
56
Total loans, net of deferred loan costs and fees (excluding loans held for sale), increased during the first nine months of 2026 by $3.5 billion, or 9.5% annualized, to $52.1 billion at September 30, 2026. Our non-acquired loan portfolio increased by $5.9 billion, or 23.0% annualized, mainly driven by organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. Commercial non-owner-occupied loans, commercial and industrial loans, consumer owner-occupied loans, commercial owner-occupied real estate loans and construction and land development loans led the way with $2.2 billion, $1.2 billion, $899.5 million, $729.7 million and $609.7 million in year-to-date loan growth, respectively, or 29.2%, 22.9%, 16.6%, 19.1% and 43.8% annualized growth, respectively. The acquired loan portfolio decreased by $2.5 billion, or 23.2% annualized. This decline in acquired loans was due to paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio. The main categories that decreased were commercial non-owner-occupied loans, commercial and industrial loans, commercial owner-occupied real estate loans, construction and land development loans and consumer owner-occupied loans which decreased by $919.7 million, $617.5 million, $354.8 million, $240.9 million and $147.8 million, respectively, during the first nine months of 2026. Acquired loans as a percentage of total loans decreased to 22.6% and non-acquired loans as a percentage of the overall portfolio increased to 77.4% at September 30, 2026. This compares to acquired loans as a percentage of total loans of 29.2% and non-acquired loans as a percentage of total loans of 70.8% at December 31, 2025.
Total commercial non-owner-occupied loans of $17.9 billion, approximately 34.4% of the total loans held for investment, was the largest category of the loan portfolio as of September 30, 2026. As of September 30, 2026, approximately 93% of the commercial non-owner-occupied portfolio was located within the Company’s footprint. Of the $17.9 billion, approximately $1.9 billion, or 4% of the total loans, represented our office segment. Approximately 96% of the office segment was located in the Company’s footprint.
The following table presents the top eight loan segments of the commercial non-owner-occupied loan category (excluding loans held for sale). The loan segments in the table below are determined by the call code, used for the Bank’s regulatory reporting requirements issued by the FDIC for the FFIEC 041, also referred to as the Call Report.
Commercial Non-Owner-Occupied Loans(Dollars in thousands)
Net BookBalance (1)
AverageLoan Size
Weighted-AverageLoan-to-Value (3)
% ofNon-Accrual
% of Substandard &Accruing
% ofSpecial Mention
Loan Type:
5,010,862
2,474
57
1.09
2,757,728
4,079
1.92
25.73
6.28
Warehouse/Industrial
2,687,018
59
5.98
1.81
1,925,117
1,809
4.97
2.81
Hotel
1,600,156
5,993
1,090,898
1,924
2.61
Medical
1,066,994
2,200
61
1.41
0.57
Self Storage
736,228
11.23
7.62
Allowance for Credit Losses (ACL) on Loans and Certain Off-Balance-Sheet Credit Exposures
The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized. In addition, the Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit.
Management continues to utilize a probability-weighted blend of baseline, upside, and adverse economic scenarios in estimating expected credit losses. For the quarter ended September 30, 2026, management maintained scenario weightings of 40% baseline, 20% upside, and 40% adverse. The September economic forecast reflected more caution regarding inflation, interest rates, energy prices, the labor market, and geopolitical developments. While the macroeconomic variables incorporated within the Company's credit models remained generally stable to favorable and credit conditions remain generally stable, management believes a continued weighting toward adverse economic conditions remains appropriate as uncertainty has not normalized sufficiently to support a reduction in the downside scenario weight. The Company recorded a total provision for credit losses of $20.3 million for the third quarter of 2026.
As of September 30, 2026, the balance of the ACL was $588.9 million or 1.13% of total loans. The ACL decreased $2.3 million from the balance of $586.7 million recorded at June 30, 2026 and increased $3.7 million from the balance of $585.2 million recorded at December 31, 2025. The decrease during the third quarter of 2026 included $14.6 million in provision for credit losses and $12.3 million in net charge-offs. The increase during the nine months ended September 30, 2026 included $34.4 million in provision for credit losses and $30.7 million in net charge-offs.
At September 30, 2026, the Company had a reserve on unfunded commitments of $82.3 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $76.5 million at June 30, 2026, and $69.6 million at December 31, 2025. During the three and nine months ended September 30, 2026, the Company recorded an increase in the reserve for unfunded commitments of $5.8 million and $12.7 million, respectively. For the prior comparative period, the Company recorded an increase in the reserve for unfunded commitments of $3.8 million and $23.2 million, respectively. Of the $23.2 million of provision for credit losses recorded for unfunded commitments during the nine months ended September 30, 2025, $12.1 million was related to the initial provision for unfunded commitments acquired from Independent and $11.1 million was for all other unfunded commitments.
The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financial assets during the nine months ended September 30, 2026.
The ACL provides 2.00 times coverage of nonperforming loans at September 30, 2026. Net charge-offs to total average loans during the three and nine months ended September 30, 2026, were 0.09% and 0.08%, respectively. Net charge-offs, excluding acquisition date charge-offs recorded for PCD loans acquired from Independent, to total average loans during the three and nine months ended September 30, 2025, were 0.27% and 0.12%, respectively. We continue to experience solid and stable asset quality numbers and ratios as of September 30, 2026.
The following table provides the allocation for expected credit losses by loan segment and each loan segment as a percentage of total loans as of September 30, 2026:
%*
Residential Mortgage Senior
19.8
Residential Mortgage Junior
Revolving Mortgage
Residential Construction
Other Construction and Development
4.3
5.3
1.9
Owner-Occupied Commercial Real Estate
15.2
Non-Owner-Occupied Commercial Real Estate
29.1
Commercial and Industrial
17.3
* Loan balance in each category expressed as a percentage of total loans.
The following table presents a summary of net charge off ratios (annualized) by loan segment, for the three and nine months ended September 30, 2026, and 2025:
Net Recovery (Charge-Off)
Average Balance
Net Recovery (Charge-Off) Ratio
10,198,345
(0.05
9,439,987
(0.02
43,210
48,767
2,041,477
1,834,643
623,222
616,631
2,256,827
(0.00
2,348,763
942,846
(0.89
1,000,290
(0.87
2,733,170
0.12
2,679,460
968,134
906,727
7,882,323
7,499,713
(0.03
14,979,258
(0.13
13,371,669
8,806,406
(0.29
7,853,667
(1.57
51,475,218
(0.09
47,600,317
(0.27
9,912,560
9,315,013
43,627
0.47
48,184
0.74
1,985,019
1,792,686
613,240
654,056
2,118,095
2,482,035
925,307
(0.68
1,016,778
(0.94
2,677,298
2,602,313
(0.93
944,188
864,148
7,712,208
7,445,627
(0.04
14,604,879
13,214,971
(0.11
8,672,431
(0.30
7,709,388
(1.08
50,208,852
(0.08
47,145,199
The following tables present summary of ACL for the three and nine months ended September 30, 2026, and 2025:
Non-PCD
PCD
Balance at beginning of period
526,492
60,172
535,014
86,032
Loans charged off
(12,062
(5,663
(36,898
(664
3,476
1,932
(8,586
(3,731
(33,685
1,531
Provision (recovery) for credit losses
11,942
2,629
10,249
(9,008
Balance at end of period
529,848
59,070
511,578
78,555
Total loans, net of unearned income:
At period end
47,667,911
Average
Net charge-offs as a percentage of average loans (annualized)
Allowance for credit losses as a percentage of period end loans
1.13
1.24
Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”)
199.66
195.61
Allowance for credit losses at January 1
516,041
69,156
444,959
20,321
Allowance adjustment - FMV for Independent acquisition
Independent Day 1 PCD loan net charge-offs
Loans charged-off
(36,238
(7,663
(55,845
(1,104
8,979
4,251
7,589
5,519
(27,259
(3,412
(48,256
(52,273
41,066
(6,674
34,904
(24,934
0.29
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Nonperforming Assets (“NPAs”)
The following table summarizes our nonperforming assets for the past five quarters:
June 30,
March 31,
Non-acquired:
Nonaccrual loans
141,109
152,908
159,011
157,662
141,409
Accruing loans past due 90 days or more
7,262
2,961
6,915
2,997
Modified loans to a borrower experiencing financial difficulty - nonaccrual
14,736
18,356
18,147
4,313
5,342
Total non-acquired nonperforming loans
163,107
174,225
184,073
164,972
151,103
Other real estate owned (“OREO”) (1)
11,394
11,175
7,971
4,961
11,404
Other nonperforming assets (2)
547
312
Total nonperforming assets excluding acquired assets
175,046
185,947
192,412
170,245
163,073
Acquired:
Nonaccrual loans (3)
91,661
66,143
106,922
129,402
143,839
7,141
835
1,986
1,944
891
33,055
33,209
9,080
5,856
Total acquired nonperforming loans
131,857
100,187
117,988
137,124
150,586
Acquired OREO (1)
3,826
1,220
18,090
3,810
7,015
Other acquired nonperforming assets (2)
Total acquired nonperforming assets
135,724
101,441
136,143
141,025
157,733
Total nonperforming assets
310,770
287,388
328,555
311,270
320,806
Excluding Acquired Assets
Total nonperforming assets as a percentage of total loans and repossessed assets (4)
0.43
0.49
0.53
Total nonperforming assets as a percentage of total assets (5)
0.28
Nonperforming loans as a percentage of period end loans (4)
0.40
0.46
Including Acquired Assets
0.64
0.67
0.44
0.42
0.54
0.61
0.62
0.63
Total nonperforming assets were $310.8 million, or 0.60% of total loans and repossessed assets, at September 30, 2026, a decrease of $500,000, or 0.2%, from December 31, 2025. Total nonperforming loans were $295.0 million, or 0.57%, of total loans, at September 30, 2026, a decrease of $7.1 million, or 2.4%, from December 31, 2025. Non-acquired nonperforming loans decreased by $1.9 million from December 31, 2025. The decrease in non-acquired nonperforming loans was driven primarily by a decrease in commercial nonaccrual loans of $25.4 million, offset by an increase in consumer nonaccrual loans of $12.4 million and an increase in modified loans to a borrower experiencing financial difficulty of $10.4 million. Acquired nonperforming loans decreased $5.3 million from December 31, 2025. The decrease in the acquired nonperforming loan balances was due primarily to a decrease in commercial nonaccrual loans of $39.8 million, offset by an increase in modified loans to a borrower experiencing financial difficulty of $27.3 million, an increase in accruing loans past due 90 days or more of $5.0 million, and an increase in consumer nonaccrual loans of $2.2 million. Approximately $20.0 million of the decrease in acquired commercial nonaccrual loans was due to one commercial non-owner occupied loan moving to OREO during the first quarter of 2026.
Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, securities sold under agreements to repurchase and other borrowings. Interest-bearing transaction accounts include NOW, HSA, Interest on Layers’ Trust Accounts (“IOLTA”), and Market Rate checking accounts.
Total interest-bearing deposits increased $2.4 billion to $44.2 billion at September 30, 2026, from $41.8 billion at December 31, 2025. Interest-bearing checking accounts increased $485.2 million, money market account increased $989.5 million and time deposits increased by $992.8 million during the first nine months of 2026. The growth in interest-bearing checking accounts was through an increase in reciprocal and brokered checking accounts of $689.9 million while the growth in time deposits was through an increase in brokered accounts of $1.1 billion. The increase in money market accounts was mainly through in-market account growth. The Company has allowed some higher costing local deposits run off in 2026, replacing them with brokered deposits at lower interest rates. Average interest-bearing deposits increased $2.0 billion to $42.9 billion for the quarter ended September 30, 2026 compared to the quarter ended December 31, 2025. The increase in average interest-bearing deposits from the fourth quarter of 2025 was due to a $2.0 billion increase in interest-bearing checking accounts and money market accounts including $976.0 million in brokered interest-bearing checking accounts. For more information on the composition of our total deposits, see Note 8 — Deposits. Due to the competitive nature for in-market deposits and higher costs, the Company has allowed some higher costing local deposits to run-off in 2026 and increased its use of brokered deposits to fund loan growth in 2026.
Federal funds purchases related to the Correspondent Banking Division and securities sold under agreements to repurchase were $498.2 million at September 30, 2026, a $120.0 million decrease from December 31, 2025. Corporate and subordinated debentures increased by $0.3 million to $696.9 million. The Company borrowed $300.0 million in short term FHLB borrowings in the third quarter of 2026 which made up the balance in other borrowings at September 30, 2026. The Company had no FHLB borrowings at December 31, 2025.
Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. At September 30, 2026, the period end balance of noninterest-bearing deposits was $13.4 billion, an increase of $70.0 million compared to the balance at December 31, 2025 of $13.4 billion. Average noninterest-bearing deposits were $13.5 billion for the third quarter of 2026 compared to $13.6 billion during the fourth quarter of 2025. Noninterest-bearing deposits have remained steady over the first nine months of 2026.
Uninsured Deposits
The Company had estimated approximately 37.9% and 39.8%, respectively, of uninsured and collateralized deposits over total deposits at September 30, 2026, and December 31, 2025. The amounts above are estimates and are based on the same methodologies and assumptions used for the Bank’s regulatory reporting requirements issued by the FDIC for the FFIEC 041, also referred to as the Call Report.
Capital Resources
Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of September 30, 2026, shareholders’ equity was $9.0 billion, a decrease of $11.8 million, or 0.1%, from December 31, 2025. The decrease in equity in the first nine months of 2026 was mainly related to the repurchase of common shares on the open market of $275.1 million, dividends paid to shareholders of $181.2 million and a decrease in accumulated other comprehensive income of $256.2 million from the decline in fair value of available for sale securities. These declines in equity were partially offset by net income of $679.6 million.
On January 21, 2026, the Board of Directors of the Company approved a stock repurchase plan for the repurchase of up to 5,560,000 shares of the Company’s common stock. The 2026 Repurchase Plan replaced the Company’s 2025 Repurchase Plan, under which 560,000 shares remained available for repurchase. During the first nine months of 2026, the Company repurchased a total of 2,750,000 shares at a weighted average price of $100.02 (including commission paid) pursuant to the 2026 Repurchase Plan. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities. As of September 30, 2026, the Company may repurchase up to an additional 2,810,000 shares of common stock under the 2026 Repurchase Plan.
62
The well-capitalized minimums and the Company’s and the Bank’s regulatory capital ratios for the following periods are reflected below:
Well-Capitalized
Minimums
SouthState Bank Corporation:
Common equity Tier 1 risk-based capital
Tier 1 risk-based capital
Total risk-based capital
Tier 1 leverage
SouthState Bank:
The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital as of September 30, 2026 all declined compared to December 31, 2025. The capital ratios declined due mainly to both the Company repurchasing 2,750,000 shares through its 2026 Repurchase Plan and the strong asset growth during the first nine months of 2026. The common stock repurchases at the Company were funded through dividends from the Bank. Tier 1 capital increased by 6.3% and 4.6% at the Company and Bank, respectively, while total risk-based capital increased by 5.6% and 4.6% at the Company and Bank, respectively. The increases in capital were mainly due to net income during the first nine months of 2026, net of the effects of dividends paid and stock repurchases. Both regulatory risk-based assets and quarterly average assets increased in the nine months of 2026 when compared to the fourth quarter with average assets for the Company and Bank increasing approximately by 3.7% and 3.6%, respectively, and risk-based assets increasing approximately by 8.4% and 8.3%, respectively. The Tier 1 leverage ratio for the Company and the Bank increased in the first nine months of 2026 as quarterly average assets increased approximately 3.7% and 3.6%, respectively, which is less than the increase in Tier 1 capital at both the Company and the Bank. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.
Liquidity
Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements; federal funds sold; balances at the Federal Reserve Bank; and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies designed to ensure acceptable composition of our asset/liability mix. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs. The Company also continues to monitor liquidity conditions and maintains a contingency funding plan and performs specific procedures, including scenario analyses and stress testing, to evaluate and maintain appropriate levels of available liquidity in alignment with liquidity risk.
During the nine months ended September 30, 2026, the Company continued to operate within its established liquidity risk limits. At September 30, 2026, key internal liquidity metrics, including the loan-to-deposit ratio and reliance on noncore funding, remained within policy limits and consistent with expectations. Total available borrowing capacity, including access to the Federal Home Loan Bank, Federal Reserve facilities, and unsecured federal funds lines, remained stable compared with December 31, 2025.
Total cash and cash equivalents were $3.0 billion at September 30, 2026 compared to $3.2 billion at December 31, 2025. The decrease in cash and cash equivalents was due primarily to funding growth in the loan portfolio of $3.5 billion during the first nine months of 2026.
63
Liquidity was also provided by deposit growth and short term FHLB advances. Total deposits were $57.6 billion at September 30, 2026, an increase of $2.5 billion from $55.1 billion at December 31, 2025. Included in total deposits as of September 30, 2026 and December 31, 2025, we had $2.9 billion and $1.7 billion, respectively, of traditional, out–of–market brokered time deposits, $2.5 billion and $2.0 billion, respectively, in brokered interest-bearing checking and money market accounts and $4.5 billion and $4.0 billion, respectively, of reciprocal deposits. For more information on changes in deposits, see Interest-Bearing Liabilities and Noninterest-Bearing Deposits sections of the MD&A.
Along with the growth in deposits, the Company borrowed $300 million in short-term FHLB advances during the third quarter of 2026 to provide funding for interest-earning asset growth. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise. Deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions, and competition. Our deposits are primarily obtained from depositors located around our branch footprint, and we believe that we have attractive opportunities to capture additional retail and commercial deposits in our markets, in addition to having access to brokered deposits.
The investment securities portfolio serves as a primary source of liquidity. Proceeds from maturities and principal and interest payments of securities provide a continual flow of funds available for cash needs. Furthermore, both the available for sale and held to maturity securities portfolio can be readily used as a source of cash through various secured borrowing arrangements. The Bank pledges a portion of its available for sale and held to maturity investment portfolios for a variety of purposes, including, but not limited to, collateral for public funds and credit with the Federal Home Loan Bank of Atlanta. As of September 30, 2026, the Bank pledged 64.7% of the market value of its available for sale and held to maturity investment portfolios. As of September 30, 2026, the Bank had unpledged securities with a market value of $2.8 billion. These securities included Agency, Agency MBS, Municipals and Corporate securities.
The table and discussion below describes our Primary Funding Sources and their relationship to uninsured deposits as of September 30, 2026.
(Dollars in millions)
Available Capacity
Federal Home Loan Bank of Atlanta
5,680
Federal Reserve Bank of Atlanta Discount Window
11,939
Liquid cash and cash equivalents
2,873
Fair value of securities that can be pledged
2,682
Total primary sources
23,174
Uninsured and uncollateralized deposits
17,296
Uninsured and collateralized deposits
Coverage ratio, uninsured deposits
106.0
Coverage ratio, uninsured and uncollateralized deposits
134.0
Ratio of uninsured and collateralized deposits to total deposits
37.9
At September 30, 2026, the Bank had a total FHLB credit facility of $6.0 billion, with $300.0 million outstanding borrowings in short-term FHLB advances and $17.8 million in secured credit exposure at quarter-end, leaving $5.7 billion in availability on the FHLB credit facility. At September 30, 2026, the Bank had $11.9 billion of credit available at the Federal Reserve Bank’s discount window and federal funds credit lines of $330.0 million with no balances outstanding at September 30, 2026. The Bank has $2.8 billion in market value of unpledged securities at September 30, 2026, of which $2.7 billion can be pledged to attain additional funds if necessary. The Bank also has an internal limit on brokered deposits of 15% of total bank deposits, which would allow capacity of $8.7 billion at September 30, 2026. The Bank had $5.3 billion of outstanding brokered deposits at the end of the quarter-end leaving $3.3 billion in available capacity as per the internal policy limit of 15% of total bank deposits. All of the primary sources noted in the table above and the brokered deposit remaining available capacity would provide an additional $26.5 billion in funding if we needed additional liquidity. We can also consider actions such as deposit promotions to increase core deposits. The Company has a $100.0 million unsecured line of credit with U.S. Bank National Association with no balance outstanding at September 30, 2026. We believe that our liquidity position continues to be adequate and readily available.
Asset-Liability Management and Market Risk Sensitivity
Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. There have been no material changes to the Company’s interest rate risk management methodologies or underlying assumptions during the nine months ended September 30, 2026.
The Company’s primary interest rate risk exposures continue to include repricing risk, option risk, basis risk, and yield curve risk. During the nine months ended September 30, 2026, changes in earnings at risk and EVE sensitivity measures were primarily driven by loan and deposit growth, changes in deposit mix or betas, securities portfolio activity, or shifts in funding.
Management uses deposit beta assumptions in its interest rate risk models and may apply overlays to reflect current market conditions. Based on the Company’s deposit mix at September 30, 2026, the assumed deposit beta was 39.8%.
The updated interest rate sensitivity analysis is presented below. Overall, the Company’s exposure to changes in interest rates remains within internal policy limits/consistent with risk appetite, and management continues to monitor and manage interest rate risk in accordance with the framework described in the 2025 Form 10-K.
The following interest rate risk metrics are derived from analysis using the Moody’s Baseline Scenario published in October 2026 as the Base Case Scenario. As of September 30, 2026, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point parallel increase / decrease in rates would result in an estimated 2.7% increase (up 100) and 2.8% decrease (down 100) in net interest income.
We use EVE analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. At September 30, 2026, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 3.2% decrease and 2.4% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 7.4% decrease and 4.1% increase, respectively. Downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of September 30, 2026.
The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Baseline rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.
Percentage Change in Net Interest Income over One Year
Up 300 basis points
7.1
Up 200 basis points
5.0
Up 100 basis points
2.7
Base Case
Down 100 basis points
(2.8
Down 200 basis points
(5.8
Down 300 basis points
(9.1
Deposit Concentrations
As of September 30, 2026, and December 31, 2025, we have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our deposits concentrated within a single industry or group of related industries. We do not believe there are any material seasonal factors that would have a material adverse effect on us. The total deposit balances held by top 10 and 20 deposit holders were below 4% and 6%, respectively, of the Company’s quarterly average total deposit balances at September 30, 2026. We do not have any foreign deposits.
Concentration of Credit Risk
Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.
We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total Tier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $1.7 billion at September 30, 2026. Based on this criteria, we had eight such credit concentrations at September 30, 2026, including loans to lessors of nonresidential buildings (except mini-warehouses) of $11.9 billion, loans secured by owner-occupied office buildings (including medical office buildings) of $2.4 billion, loans secured by owner-occupied nonresidential buildings (excluding office buildings) of $3.2 billion, loans to lessors of residential buildings (investment properties and multi-family) of $4.3 billion, loans secured by 1st mortgage 1-4 family owner-occupied residential property (including condos and home equity lines) of $11.9 billion, loans secured by jumbo loans (original loans greater than limit) of $3.6 billion, and loans secured by business assets including accounts receivable, inventory and equipment of $3.6 billion. The Company also has purchased commercial and industrial syndication and participation loans of $2.0 billion, some of which are also included in the business assets loans noted above. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.
Banking regulators have established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner-occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At September 30, 2026, and December 31, 2025, the Bank’s CDL concentration ratio was 38.7% and 35.2%, respectively, and its CRE concentration ratio was 282.4% and 271.8%, respectively. As of September 30, 2026, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank management. Therefore, we monitor these two ratios as part of our concentration management processes.
Reconciliation of GAAP to Non-GAAP
The return on average tangible equity is a non-GAAP financial measure that excludes the effect of the average balance of intangible assets and adds back the after-tax amortization of intangibles to GAAP basis net income. Management believes these non-GAAP financial measures provide additional information that is useful to investors in evaluating our performance and capital and may facilitate comparisons with other institutions in the banking industry as well as period-to-period comparisons. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, are not audited, and may not be comparable to other similarly titled financial measures used by other companies. Investors should not consider non-GAAP measures in isolation or as a substitute for analysis of the Company’s results or financial condition as reported under GAAP.
Return on average equity (GAAP)
Effect to adjust for intangible assets
6.90
8.58
7.26
7.30
Return on average tangible equity (non-GAAP)
Average shareholders’ equity (GAAP)
Average intangible assets
(3,426,333
(3,516,575
(3,447,534
(3,536,635
Adjusted average shareholders’ equity (non-GAAP)
5,728,014
5,350,833
5,641,047
5,124,378
(4,726
(5,447
(14,377
(16,557
Net income excluding the after-tax effect
of amortization of intangibles (non-GAAP)
239,700
264,620
728,236
605,693
Cautionary Note Regarding Any Forward-Looking Statements
Statements included in this report, 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 our acquisition of Independent in all-stock merger transaction. 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. We caution 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. There have been no material changes to the risk factors previously disclosed in the 2025 Form 10-K, except as described below.
Risks relating to our Business and Business Strategy
Risks relating to the Regulatory Environment
Risks relating to our Common Stock
Risks relating to Economic Conditions and Other Outside Forces
For any forward-looking statements made in this report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do 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. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward-looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward-looking statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our quantitative and qualitative disclosures about market risk as of September 30, 2026, from those disclosures presented in our Annual Report on Form 10-K for the year ended 2025.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
SouthState’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of SouthState’s disclosure controls and procedures as of September 30, 2026, in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. We applied our judgment in the process of reviewing these controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that SouthState’s disclosure controls and procedures as of September 30, 2026, were effective to provide reasonable assurance regarding our control objectives.
The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the nine months ended September 30, 2026, that has materially affected, or is likely to materially affect, our internal control over financial reporting.
Item 1. LEGAL PROCEEDINGS
We and our Bank subsidiary are periodically party to or otherwise involved in legal proceedings arising in the normal course of business, such as claims to enforce liens, claims involving the making and servicing of real property loans, and other issues incident to our products and services and our businesses. We do not believe any pending or threatened legal proceedings in the ordinary course against the Bank would have a material adverse effect on our consolidated results of operations or consolidated financial position.
Other than the Cyber Incident Suit (as discussed in Note 11 — Commitments and Contingent Liabilities), as of September 30, 2026, and as of the date of this Quarterly Report on Form 10-Q, we believe that we are not party to, nor is any of our property the subject of, any pending material legal proceeding other than those that may occur in the ordinary course of our business.
On April 3, 2024, a putative class action lawsuit (the “Original Suit”) was filed against the Bank purportedly on behalf of a class consisting of those persons impacted by the Cyber Incident (as defined in Note 11 — Commitments and Contingent Liabilities). While the Original Suit was voluntarily dismissed, the same plaintiffs, as well as additional plaintiffs, initiated litigation that named the Bank as a defendant. These cases were consolidated into one putative class action against the Bank in the Circuit Court for Polk County, Florida (the “Cyber Incident Suit”). During the first quarter of 2026, the parties agreed to settle the Cyber Incident Suit, subject to court approval, pursuant to which the Company agreed to fund documented losses and pay attorneys’ fees, administration costs, and credit monitoring fees. On June 24, 2026, the court entered an order granting final approval to the settlement (the “Final Order”). The settlement was paid from the Company’s cyber insurance coverage in the third quarter of 2026 in accordance with the Final Order, and the matter has been dismissed. For more information, please refer to Note 11 — Commitments and Contingent Liabilities, in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Item 1A. RISK FACTORS
Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Note Regarding Any Forward-Looking Statements” set forth in Part I, Item 2. of this Quarterly Report on Form 10-Q, risks and matters described elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.
There have been no material changes to the risk factors disclosed in Item 1A. of Part I in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On January 21, 2026, the Board of Directors of the Company approved a stock repurchase plan for the repurchase of up to 5,560,000 shares of the Company’s common stock. The 2026 Repurchase Plan replaces the Company’s 2025 Repurchase Plan, under which 560,000 shares remained available for repurchase. The 2025 Repurchase Plan was cancelled in connection with the Board’s approval of the 2026 Repurchase Plan. Repurchases under the 2026 Repurchase Plan will be made from time to time by the Company as conditions allow. The 2026 Repurchase Plan will be made available until December 31, 2027, unless shortened or extended by the Company’s Board of Directors.
During the nine months ended September 30, 2026, the Company repurchased a total of 2,750,000 shares at a weighted average price of $100.02 per share (including commission paid) pursuant to the 2026 Repurchase Plan. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities. As of September 30, 2026, the Company may repurchase up to an additional 2,810,000 shares of common stock under the 2026 Repurchase Plan.
The following table reflects share repurchase activity during the third quarter of 2026:
Period
(a) TotalNumber ofShares (orUnits)Purchased
(b) AveragePrice Paid perShare (or Unit)
(c) TotalNumber ofShares (orUnits)Purchased asPart of PubliclyAnnouncedPlans orPrograms
(d) MaximumNumber (orApproximateDollar Value) ofShares (orUnits) that MayYet BePurchasedUnder thePlansor Programs
July 1 ‑ July 31
178
*
102.11
3,060,000
August 1 ‑ August 31
50,607
104.93
50,000
3,010,000
September 1 ‑ September 30
201,106
104.34
200,000
2,810,000
251,891
250,000
* For the three months ended September 30, 2026, monthly totals include 178, 607, and 1,106 shares, respectively, that were repurchased under arrangements, authorized by our stock based compensation plans and Board of Directors, whereby officers or directors may sell previously owned shares to the Company in order to pay for the exercise of stock options or for income taxes owed on vesting shares of restricted stock. These shares were not repurchased under the 2025 Repurchase Program.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Item 5. OTHER INFORMATION
On September 11, 2026, Natur Family Limited Partnership, an entity affiliated with David R. Brooks, a member of the Company's Board of Directors, adopted a new Rule 10b5-1 trading plan, to be effective December 11, 2026, in accordance with Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934. The plan provides for the potential sale of up to 192,000 shares of the Company’s common stock, subject to specified price, volume, and timing conditions. Transactions under the plan may begin after the expiration of the applicable cooling-off period and will terminate the earlier of August 31, 2027, or the completion of all planned transactions. As of the date of this report, no transactions have occurred under the new plan. The Rule 10b5-1 trading plan previously disclosed for David R. Brooks in our 2025 Form 10-K, which were presented on a combined basis, consisted of two plans adopted by entities affiliated with David R. Brooks: (i) a plan adopted by Natur Family Limited Partnership, providing for the sale of up to 210,000 shares, and (ii) a plan adopted by Family Foundation and two family trusts, providing for the sale of up to 90,109 shares, for a combined total of 300,109 shares. As of September 30, 2026, 18,000 and 6,650 shares, respectively, had been sold under these plans, each of which is scheduled to expire on November 30, 2026, or upon the earlier completion of all transactions under it.
During the three months ended September 30, 2026, no other directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.
Item 6. EXHIBITS
The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated by reference.
Exhibit Index
Incorporated by Reference
Exhibit No.
Description
Form
Commission
File No.
Exhibit
Filing Date
Filed
Herewith
31.1
Rule 13a-14(a) Certification of Principal Executive Officer
X
31.2
Rule 13a-14(a) Certification of Principal Financial Officer
Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer
The following financial statements from the Quarterly Report on Form 10-Q of SouthState Bank Corporation for the quarter ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statement of Cash Flows and (vi) Notes to consolidated Financial Statements.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date: October 30, 2026
/s/ John C. Corbett
John C. Corbett
President and Chief Executive Officer
(Principal Executive Officer)
/s/ William E. Matthews, V
William E. Matthews, V
Senior Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
/s/ Sara G. Arana
Sara G. Arana
Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer)