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v3.25.1

Mergers and Acquisitions (Tables) | 3 Months Ended
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Mar. 31, 2025
Mergers and Acquisitions |
Schedule of assets acquired, liabilities assumed, and fair value of total consideration transferred | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Reclassifications | ​ | Adjusted | ​ | Preliminary | ​ | Fair Value of | ​
​ | ​ | As Recorded | ​ | On The Line | ​ | and Other | ​ | Acquired | ​ | Fair Value | ​ | Net Assets Acquired at | ​
(Dollars in thousands) |  | by Independent |  | Adjustments | ​ | Adjustments |  | Balance Sheet |  | Adjustments | ​ | Date of Acquisition |
Assets | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​
Cash and cash equivalents | ​ | $ | 1,043,293 | ​ | $ | — | ​ | $ | (2,415) | (d) | $ | 1,040,878 | ​ | $ | — | ​ | $ | 1,040,878 | ​
Investment securities | ​ | ​ | 1,644,381 | ​ | ​ | — | ​ | ​ | 2,782 | (e) | ​ | 1,647,163 | ​ | ​ | (56,711) | (i) | ​ | 1,590,452 | ​
Loans held for sale | ​ | ​ | 12,430 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12,430 | ​ | ​ | — | ​ | ​ | 12,430 | ​
Loans held for investment, net of allowance for credit losses | ​ |  | 13,452,928 | ​ |  | — | ​ |  | 750 | (f) |  | 13,453,678 | ​ | ​ | (445,321) | (j) |  | 13,008,357 | ​
Premises and equipment, net | ​ |  | 348,071 | ​ |  | — | ​ |  | 33,133 | (g) |  | 381,204 | ​ | ​ | (65,530) | (k) |  | 315,674 | ​
Bank owned life insurance | ​ | ​ | 252,001 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 252,001 | ​ | ​ | — | ​ | ​ | 252,001 | ​
Deferred tax asset | ​ | ​ | 72,362 | ​ | ​ | 6,596 | (a) | ​ | 231 | (h) | ​ | 79,189 | ​ | ​ | 35,374 | (l) | ​ | 114,563 | ​
Bank property held for sale | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 72,000 | (m) | ​ | 72,000 | ​
Goodwill | ​ | ​ | 476,021 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 476,021 | ​ | ​ | (476,021) | (n) | ​ | — | ​
Core deposit and other intangible assets | ​ | ​ | 38,808 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 38,808 | ​ | ​ | 373,270 | (o) | ​ | 412,078 | ​
Other assets | ​ |  | 226,032 | ​ |  | (23,000) | (b) |  | (35,915) | (e, g) |  | 167,117 | ​ | ​ | (11,530) | (p) |  | 155,587 | ​
Total assets | ​ | $ | 17,566,327 | ​ | $ | (16,404) | ​ | $ | (1,434) | ​ | $ | 17,548,489 | ​ | $ | (574,469) | ​ | $ | 16,974,020 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Deposits: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Noninterest-bearing | ​ | $ | 3,241,446 | ​ | $ | — | ​ | $ | (3,276) | (d) | $ | 3,238,170 | ​ | $ | — | ​ | $ | 3,238,170 | ​
Interest-bearing | ​ |  | 11,966,362 | ​ |  | — | ​ |  | 2,459 | (d) |  | 11,968,821 | ​ | ​ | 1,722 | (q) |  | 11,970,543 | ​
Total deposits | ​ |  | 15,207,808 | ​ |  | — | ​ |  | (817) | ​ |  | 15,206,991 | ​ | ​ | 1,722 | ​ |  | 15,208,713 | ​
Other borrowings | ​ | ​ | 354,713 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 354,713 | ​ | ​ | 5,809 | (r) | ​ | 360,522 | ​
Other liabilities | ​ |  | 95,409 | ​ |  | 6,859 | (c) |  | (1,103) | (d) |  | 101,165 | ​ | ​ | (4,488) | (s) |  | 96,677 | ​
Total liabilities | ​ | ​ | 15,657,930 | ​ | ​ | 6,859 | ​ | ​ | (1,920) | ​ | ​ | 15,662,869 | ​ | ​ | 3,043 | ​ | ​ | 15,665,912 | ​
Net identifiable assets acquired over liabilities assumed | ​ | ​ | 1,908,397 | ​ | ​ | (23,263) | ​ | ​ | 486 | ​ | ​ | 1,885,620 | ​ | ​ | (577,512) | ​ | ​ | 1,308,108 | ​
Goodwill | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | 1,164,953 | ​ |  | 1,164,953 | ​
Net assets acquired over liabilities assumed | ​ | $ | 1,908,397 | ​ | $ | (23,263) | ​ | $ | 486 | ​ | $ | 1,885,620 | ​ | $ | 587,441 | ​ | $ | 2,473,061 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SouthState Corporation common shares issued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 24,858,731 | ​
Purchase price per share of the Company's common stock | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 99.48 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Company common stock issued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 2,472,947 | ​
Cash exchanged for fractional shares | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 114 | ​
Fair value of total consideration transferred | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 2,473,061 | ​
On the Line Adjustments
| (a) | represents deferred tax assets related to the on the line adjustments which were contingent upon the consummation of the merger.
| (b) | represents acquiree investment banker fees contingent upon the consummation of the merger paid by Independent prior to the effective time of the merger.
| (c) | represents employer payroll taxes related to the acceleration of outstanding stock awards that fully vested upon the consummation of the merger.
​ Reclassification and Other Adjustments
| (d) | represents the reclassification of cash and other in-process accounts between cash and cash equivalents, deposits and other liabilities to conform with SouthState's presentation, and miscellaneous accruals.
| (e) | represents the reclassification of other investments from other assets to investment securities to conform with SouthState's presentation.
| (f) | represents a loan recovery received by Independent effective as of the acquisition date.
| (g) | represents the reclassification of right of use assets and software from other assets to premises and equipment, net to conform with SouthState's presentation.
| (h) | represents deferred tax assets related to other miscellaneous adjustments.
​ Fair Value Adjustments
| (i) | represents an adjustment of $56.7 million to record investment securities at fair value.
| (j) | represents approximately 1.6%, or $214.8 million, preliminary credit mark on the loan portfolio and 4.4% total preliminary mark, or $600.6 million, including interest rate discount, derived from a third party valuation. Also includes the reversal of Independent's ending allowance for credit losses of $133.0 million and $22.2 million of existing Independent fair value adjustments.
| (k) | represents the preliminary fair value adjustments of $65.5 million on bank premises and equipment, inclusive of bank property transferred to held for sale as of the acquisition date.
| (l) | represents net deferred tax assets related to the preliminary fair value adjustments with effective tax rate of 23.5%. This includes an adjustment from Independent's blended tax rate to SouthState's blended tax rate. The difference in tax rates relates to state income taxes.
| (m) | represents a transfer of $72.0 million of bank real estate to bank property held for sale.
| (n) | represents the reversal of Independent's existing goodwill.
| (o) | represents preliminary core deposit intangibles ("CDI") of $412.1 million, or 3.6% of core deposits, derived from a third party valuation, net of $38.8 million of existing CDI from prior transactions completed by Independent and reversed on the acquisition date.
| (p) | represents preliminary fair value adjustments on repossessed real estate of $4.2 million and write-offs of $7.3 million of prepaids and miscellaneous other assets.
| (q) | represents preliminary premium for fixed maturity time deposits of $1.7 million derived from a third party valuation.
| (r) | represents the reversal of the existing Independent discount and issuance costs on trust preferred securities and subordinated debentures of $7.6 million, and recording the preliminary net discount of $1.8 million for trust preferred securities and subordinated debentures derived from a third party valuation.
| (s) | represents the reversal of $2.9 million of the existing reserve for unfunded commitments, a preliminary fair value adjustment of $2.2 million for lease liabilities, net of adjustments of approximately $660 thousand for miscellaneous accruals.
Schedule of proforma information | ​
​ | ​ | ​ | ​ | ​
​ | ​ | Pro Forma | ​
​ | ​ | Three Months Ended | ​
(Dollars in thousands) | ​ | March 31, 2024 | ​
Total revenues (net interest income plus noninterest income) |  | $ | 599,479 |
Net interest income | ​ | $ | 515,051 | ​
Net adjusted income available to the common shareholder | ​ | $ | 108,272 | ​
EPS — basic | ​ | $ | 1.07 | ​
EPS — diluted | ​ | $ | 1.07 | ​
​

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