Form 4: SouthState Bank Officer Awarded Equity Compensation

SouthState Bank's Chief Accounting Officer, Sara Arana, was awarded Performance Share Units and Restricted Share Units as part of an equity compensation plan.

Summary

• Sara Arana, Chief Accounting Officer of SouthState Bank Corp (SSB), was awarded 423 Performance Share Units (PSUs) and 282 Restricted Share Units (RSUs) on January 20, 2026.
• The PSUs were awarded at a target of 423 units, with a price of $96.88 per unit, and will vest following a 3-year performance period ending December 31, 2028.
• The RSUs were awarded at a price of $96.88 per unit and will vest in three equal installments on January 1st, 2027, 2028, and 2029.
• Both PSUs and RSUs are exchangeable for the Company's common stock at a 1-for-1 rate after their respective vesting dates.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• The filing of this Form 4 was delayed due to an administrative issue.

Sentiment

Score: 7

Explanation: The filing is generally positive as it reflects routine executive compensation designed to align management interests with shareholders and promote long-term performance. The administrative delay is a minor, non-material issue.

Positives

• The equity awards align the Chief Accounting Officer's interests with those of shareholders, promoting long-term performance and retention.
• The awards are part of a structured compensation plan, indicating a commitment to executive incentives and corporate governance through a Rule 10b5-1(c) plan.

Future Outlook

The awards are designed to incentivize long-term performance, with PSUs vesting after a three-year performance period ending December 31, 2028, and RSUs vesting in annual installments through January 1, 2029. This indicates a forward-looking compensation strategy tied to future company performance and executive retention.

Management Comments

• The filing was signed by William E. Matthews, V, CFO, pursuant to a power of attorney, indicating standard corporate procedure for executive filings.

Industry Context

This filing reflects a common practice in the financial services industry where executive compensation packages include equity awards like PSUs and RSUs. These awards are typically used to align executive incentives with shareholder value creation over multi-year periods, fostering long-term commitment and performance.

Comparison to Industry Standards

• The use of Performance Share Units (PSUs) and Restricted Share Units (RSUs) is a standard component of executive compensation across publicly traded companies, particularly in the banking sector, to promote long-term value creation and executive retention.
• The vesting schedules (3-year performance period for PSUs and staggered annual vesting for RSUs) are typical structures designed to ensure sustained executive engagement and performance over several years, consistent with industry best practices for executive incentive plans.

Corporate Governance

Stakeholder Impact

• Shareholders: The awards represent a form of executive compensation that aligns the Chief Accounting Officer's long-term interests with shareholder value creation, potentially leading to improved company performance. However, they also represent potential future dilution upon vesting.
• Employees: The equity awards serve as an example of the company's executive compensation structure, which can influence broader employee incentive programs and morale.

Next Steps

• The Performance Share Units will vest following the 3-year performance period ending December 31, 2028.
• The Restricted Share Units will vest in three equal installments on January 1, 2027, January 1, 2028, and January 1, 2029.

Key Dates

Keywords

SouthState Bank, SSB, Form 4, Equity Award, Performance Share Units, Restricted Share Units, Executive Compensation, Insider Transaction, Corporate Governance, Rule 10b5-1