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Mergers and Acquisitions
12 Months Ended
Dec. 31, 2024
Mergers and Acquisitions  
Mergers and Acquisitions

Note 2—Mergers and Acquisitions

Independent Bank Group, Inc. (“Independent”)

On May 20, 2024, the Company and Independent, a Texas-based corporation, announced that the companies have entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement was approved by the Boards of Directors of the Company and Independent by the unanimous vote of the directors present at the applicable meeting, and subsequently approved by the Company’s and Independent’s respective shareholders on August 14, 2024. The merger was approved by the Office of the Comptroller of the Currency (“OCC”) and the Board of Governors of the Federal Reserve System (“Federal Reserve”) on December 13, 2024, and the transaction closed on January 1, 2025.

The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, Independent merged with and into the Company, with the Company continuing as the surviving corporation in the merger. Immediately following the merger, Independent’s wholly owned banking subsidiary, Independent Bank, merged with and into the Company’s wholly owned banking subsidiary, SouthState Bank, National Association, which continues as the surviving bank in the bank merger. Under the terms of the Merger Agreement, shareholders of Independent received 0.60 shares of the Company’s common stock for each share of Independent common stock they own.

See Note 30—Subsequent Events for additional details.