Form 4: Independent Bank Group Director Reports Share Conversion Following Merger with SouthState Corporation

Director Craig E. Holmes reports the conversion of his Independent Bank Group shares to SouthState Corporation shares following the merger on January 1, 2025.

Summary

• This document is a Form 4 filing, reporting a change in beneficial ownership of securities.
• Craig E. Holmes, a director of Independent Bank Group, Inc., reported the conversion of his shares due to the merger with SouthState Corporation.
• The merger occurred on January 1, 2025, as per the agreement dated May 17, 2024.
• Each share of Independent Bank Group common stock was converted into 0.60 shares of SouthState Corporation common stock.
• Mr. Holmes's 23,223 shares of Independent Bank Group common stock were converted to SouthState shares.
• Restricted stock awards were also fully vested, cancelled, and converted into SouthState shares based on the 0.60 conversion ratio.
• The closing price of SouthState common stock on December 31, 2024, was $99.48.

Sentiment

Score: 7

Explanation: The document is a routine filing related to a previously announced merger, so it is neutral to slightly positive. The merger itself is a significant event, but the filing is just a procedural step.

Industry Context

This merger reflects a trend of consolidation within the banking industry, where smaller banks are merging with larger entities to achieve economies of scale and expand their market presence.

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 is specific to this merger agreement and would be compared to other similar bank mergers to assess its fairness.
• The valuation of SouthState stock at $99.48 per share is a key metric for assessing 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.
• Employees of Independent Bank Group are now part of SouthState Corporation.

Key Dates

Keywords

Merger, Share Conversion, Form 4, Beneficial Ownership, Independent Bank Group, SouthState Corporation, Director, Stock Awards