Form 4: SouthState CSO Acquires Equity Awards

SouthState Bank Corp's Chief Strategy Officer, Stephen Dean Young, acquired 7,886 Performance Share Units and 5,257 Restricted Share Units, vesting through 2029.

Summary

• Stephen Dean Young, Chief Strategy Officer of SouthState Bank Corp (SSB), was awarded 7,886 Performance Share Units (PSUs) and 5,257 Restricted Share Units (RSUs) on January 20, 2026.
• The PSUs were awarded at a target of 7,886 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 5,257 units, with a price of $96.88 per unit, and will vest in three equal installments on January 1, 2027, January 1, 2028, and January 1, 2029.
• Both PSUs and RSUs are exchangeable for the Company's common stock at a 1-for-1 rate after their respective vesting dates.
• Following these transactions, Stephen Dean Young beneficially owns 29,018 derivative Performance Share Units and 9,893 derivative Restricted Share Units.
• The timing of this Form 4 filing was attributed to an administrative delay.

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation event, which is generally neutral to slightly positive as it aligns management interests with shareholders. The administrative delay is a minor procedural note.

Positives

• The grant of equity awards (PSUs and RSUs) aligns the Chief Strategy Officer's long-term interests with those of the shareholders, incentivizing performance and retention.
• The use of both performance-based and time-vested units provides a balanced approach to executive compensation.

Negatives

• An administrative delay in filing the Form 4 was noted, though this is a minor procedural issue.

Risks

• The value of the awarded Performance Share Units is subject to the company's performance over the 3-year period ending December 31, 2028, meaning the actual number of shares received could be lower than the target.
• The value of both PSUs and RSUs upon vesting is dependent on the future market price of SouthState Bank Corp's common stock, introducing market risk.

Future Outlook

The future outlook for these equity awards is tied to the company's performance through December 31, 2028, for the PSUs, and the time-based vesting schedule for RSUs extending through January 1, 2029. The ultimate value realized by the Chief Strategy Officer will depend on SouthState Bank Corp's stock price at the time of vesting and the achievement of performance targets for the PSUs.

Management Comments

• The filing was signed by William E. Matthews, V, CFO, pursuant to power of attorney.

Industry Context

The grant of Performance Share Units and Restricted Share Units to a senior executive like the Chief Strategy Officer is a standard practice within the financial services industry. This form of compensation is widely used by banks and other financial institutions to attract, retain, and motivate key talent by aligning their incentives with long-term shareholder value creation and company performance.

Comparison to Industry Standards

• Executive equity compensation, including PSUs and RSUs, is a common practice in the financial services industry, particularly for senior officers like a Chief Strategy Officer.
• The structure of performance-based units (PSUs) tied to a multi-year performance period and time-vested units (RSUs) over several years is standard for incentivizing long-term performance and retention.
• Comparable financial institutions such as JPMorgan Chase, Bank of America, and Wells Fargo frequently utilize similar equity compensation structures for their executives to align their interests with shareholder value creation and strategic objectives.

Stakeholder Impact

• Shareholders: The equity awards align the Chief Strategy Officer's financial interests with shareholder value creation, potentially leading to more focused long-term strategic decisions.
• Employees: The compensation structure may serve as a benchmark or incentive for other key employees, influencing overall compensation philosophy.

Next Steps

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

Key Dates

Keywords

SouthState Bank Corp, SSB, Form 4, Equity Awards, Performance Share Units, Restricted Share Units, Executive Compensation, Insider Transaction, Corporate Governance, Financial Services