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SouthState Bank (SSB) COO reports PSU vesting and tax share withholding

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SouthState Bank Corp Chief Operating Officer Renee R. Brooks reported equity compensation activity involving company common stock. On February 20, 2026, she acquired 5,945 shares through the exercise or conversion of derivative securities, corresponding to performance share units awarded on January 24, 2023 after a three-year performance period ending December 31, 2025. On the same date, 1,788 shares were disposed of at $105.44 per share to cover tax liabilities related to these awards, as permitted under Rule 16(b)-3. Following these transactions, she directly owned 39,982 common shares of SouthState Bank Corp.

Positive

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Negative

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Insights

COO reports routine PSU vesting and tax-share withholding, with no open-market trades.

The disclosure shows Renee R. Brooks, Chief Operating Officer of SouthState Bank Corp, receiving 5,945 common shares from performance share units granted on January 24, 2023, after a three-year performance period ending December 31, 2025.

A separate line shows 1,788 shares withheld at $105.44 per share to satisfy tax obligations associated with the equity award, described as a payment of tax liability by delivering securities. This is categorized as a tax-withholding disposition rather than an open-market sale.

After these transactions, Brooks directly held 39,982 common shares. The activity reflects equity compensation mechanics and tax settlement, with no indication of discretionary buying or selling in the open market in this report.

Insider BROOKS RENEE R
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Common Stock 5,945 $0.00 --
Tax Withholding Common Stock 1,788 $105.44 $189K
Holdings After Transaction: Common Stock — 41,770 shares (Direct)
Footnotes (1)
  1. Number of common shares issued pursuant to the Performance Share Units ("PSUs") awarded on 1/24/23; PSUs vested after the 3-year performance period ending December 31, 2025. Withholding of shares to pay tax liability applicable to securities issued in accordance with Rule 16(b)-3.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BROOKS RENEE R
(Last) (First) (Middle)
1101 FIRST STREET SOUTH, SUITE 202
(Street)
WINTER HAVEN FL 33880
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SouthState Bank Corp [ SSB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2026 02/20/2026 M(1) 5,945 A $0.00 41,770 D
Common Stock 02/20/2026 02/20/2026 F(2) 1,788 D $105.44 39,982 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Number of common shares issued pursuant to the Performance Share Units ("PSUs") awarded on 1/24/23; PSUs vested after the 3-year performance period ending December 31, 2025.
2. Withholding of shares to pay tax liability applicable to securities issued in accordance with Rule 16(b)-3.
Remarks:
William E. Matthews, V, CFO, pursuant to power of attorney 02/23/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SouthState Bank Corp (SSB) COO Renee R. Brooks report?

Renee R. Brooks reported receiving 5,945 SouthState Bank Corp common shares from vested performance share units and a related withholding of 1,788 shares to cover tax liabilities. Both transactions occurred on February 20, 2026 and involved directly held common stock.

Did the SouthState Bank Corp (SSB) COO sell shares in the open market?

The filing shows no open-market sale. Instead, 1,788 shares were disposed of to pay tax liabilities tied to equity awards, described as payment of tax liability by delivering securities, which is a tax-withholding transaction rather than a discretionary market sale.

How many SouthState Bank Corp (SSB) shares did the COO acquire from equity awards?

The COO acquired 5,945 SouthState Bank Corp common shares when performance share units granted on January 24, 2023 vested after a three-year performance period ending December 31, 2025, with shares issued on February 20, 2026 according to the Form 4 disclosure.

How many SouthState Bank Corp (SSB) shares were withheld for taxes in this Form 4?

The Form 4 reports 1,788 SouthState Bank Corp common shares disposed of at $105.44 per share to satisfy tax liabilities. The footnote explains this was withholding of shares to pay tax applicable to securities issued in accordance with Rule 16(b)-3.

What is the SouthState Bank Corp (SSB) COO’s direct share ownership after these transactions?

After the performance share unit vesting and related tax withholding, the COO directly owned 39,982 SouthState Bank Corp common shares. This figure reflects the net holdings following the 5,945-share acquisition and 1,788-share disposition reported for February 20, 2026.

What performance period applied to the SouthState Bank Corp (SSB) performance share units?

The performance share units that generated 5,945 common shares for the COO were awarded on January 24, 2023 and vested after a three-year performance period ending December 31, 2025, as described in the Form 4 footnotes.