Form 4: Independent Bank Group Director Disposes of Shares Following Merger with SouthState Corporation

Following the merger of Independent Bank Group with SouthState Corporation, a director, Donald L. Poarch, reported the disposal of shares, including restricted stock awards, as part of the merger agreement.

Summary

• Donald L. Poarch, a director at Independent Bank Group, reported changes in his beneficial ownership of company stock.
• These changes occurred due to the merger between Independent Bank Group and SouthState Corporation, effective January 1, 2025.
• As part of the merger agreement, each share of Independent Bank Group common stock was converted into the right to receive 0.60 shares of SouthState common stock.
• Mr. Poarch disposed of 22,508 shares of common stock directly and 125,000 shares indirectly through the Poarch Family Limited Partnership.
• The disposal was a result of the conversion of Independent Bank Group shares to SouthState shares.
• Restricted stock awards held by Mr. Poarch were also fully vested, cancelled, and converted into the right to receive SouthState common stock.

Sentiment

Score: 7

Explanation: The document is a routine filing related to a merger, which is a significant corporate event. The sentiment is neutral to slightly positive as the merger is a planned event.

Future Outlook

The document primarily reports on past transactions related to the merger and does not contain forward-looking statements.

Industry Context

The merger between Independent Bank Group and SouthState Corporation reflects a trend of consolidation within the banking industry, where smaller banks merge to gain scale and efficiency.

Comparison to Industry Standards

• Mergers and acquisitions are common in the banking sector, with similar transactions including the merger of BB&T and SunTrust to form Truist Financial.
• The conversion ratio of 0.60 shares of SouthState for each share of Independent Bank Group is specific to this merger agreement.
• The valuation of SouthState shares at $99.48 on the day prior to the merger is a key factor in determining the value received by Independent Bank Group shareholders.

Stakeholder Impact

• Shareholders of Independent Bank Group received shares of SouthState Corporation as a result of the merger.
• The merger may impact employees of both companies as they integrate operations.

Key Dates

Keywords

Merger, Acquisition, Share Disposal, Beneficial Ownership, Director, Independent Bank Group, SouthState Corporation, Stock Conversion, Restricted Stock