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

Following the merger with SouthState Corporation, Independent Bank Group's Chief Risk Officer, John G. Turpen, reports the conversion and disposition of his shares and restricted stock units.

Summary

• John G. Turpen, EVP and Chief Risk Officer of Independent Bank Group, reported transactions related to the merger with SouthState Corporation.
• On January 1, 2025, Turpen's performance restricted stock units (PSUs) fully vested and were converted into SouthState common stock and a cash payment.
• The conversion was based on a formula of 0.60 shares of SouthState stock for each share of Independent stock, with performance targets met.
• Additionally, shares were withheld to cover tax obligations related to the vesting of restricted stock.
• Turpen's existing shares of Independent common stock were also converted into SouthState common stock at a rate of 0.60 shares of SouthState stock for each share of Independent 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 detailing the execution of a previously announced merger. There is no indication of positive or negative sentiment, it is a factual report of transactions.

Industry Context

This filing reflects the completion of the merger between Independent Bank Group and SouthState Corporation, a common occurrence in the financial sector as companies seek to consolidate and expand their market presence. The conversion of shares and stock units is a standard procedure following such mergers.

Comparison to Industry Standards

• Merger transactions in the banking sector often involve similar share conversion ratios, typically based on the relative valuations of the merging entities.
• The conversion of restricted stock units and the handling of tax obligations are standard practices in these types of transactions.
• Comparable mergers in the financial sector include the merger of BB&T and SunTrust to form Truist, which also involved share conversions and adjustments to equity awards.

Stakeholder Impact

• Shareholders of Independent Bank Group have had their shares converted to SouthState Corporation shares.
• Executives of Independent Bank Group have had their stock-based compensation converted to SouthState Corporation stock and cash.

Key Dates

Keywords

Merger, Share Conversion, Restricted Stock Units, SouthState Corporation, Independent Bank Group, Executive Compensation, Form 4, Stock Transactions