Form 4: Independent Bank Group CEO Reports Share Transactions Following Merger with SouthState Corporation

Following the merger with SouthState Corporation, Independent Bank Group's CEO, David R. Brooks, reports transactions involving the conversion of his holdings of Independent Bank Group stock into SouthState Corporation stock.

Summary

• David R. Brooks, Chairman and CEO of Independent Bank Group, filed a Form 4 detailing changes in his beneficial ownership of securities.
• The transactions occurred on January 1, 2025, following the merger of Independent Bank Group with SouthState Corporation.
• Brooks's holdings of Independent Bank Group common stock were converted into SouthState Corporation common stock at a rate of 0.60 shares of SouthState for each share of Independent.
• He acquired 38,159 shares of SouthState stock due to the conversion of performance restricted stock units.
• 23,901 shares were withheld to cover tax obligations related to the vesting of restricted stock.
• His direct holdings of Independent stock were converted to SouthState stock, resulting in 107,400 shares of SouthState stock.
• Shares held indirectly through the Reece Brooks Trust, Ryan Brooks Trust, and Natur Family Limited Partnership were also converted to SouthState stock.
• The closing price of SouthState common stock on December 31, 2024, was $99.48.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing following a merger. It is neutral in tone and reflects expected transactions. The sentiment is therefore moderately positive as it indicates the completion of a previously announced merger.

Industry Context

This filing reflects the completion of a merger in the banking sector, a trend often driven by the desire for increased scale and efficiency. Mergers like this can lead to consolidation within the industry.

Comparison to Industry Standards

• Merger transactions in the banking sector often involve the conversion of shares from the acquired company to the acquiring company, similar to this transaction.
• The conversion ratio of 0.60 is specific to this merger agreement and would be compared to other similar bank mergers to assess its fairness.
• The tax withholding of shares is a standard practice in such transactions to cover tax liabilities arising from the vesting of stock awards.

Stakeholder Impact

• Shareholders of Independent Bank Group have had their shares converted to SouthState Corporation shares.
• The merger may impact employees of both companies as they integrate operations.

Key Dates

Keywords

Merger, Form 4, Beneficial Ownership, Independent Bank Group, SouthState Corporation, Stock Conversion, David R. Brooks, Restricted Stock Units, Tax Withholding