SouthState Bank Corp Stock Compensation Disclosure

Note 17—Share-Based Compensation

Compensation cost is recognized for stock options, restricted stock awards and restricted stock units (“RSUs”) issued to employees. Compensation cost is measured as the fair value of these awards on their date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used as the fair value of restricted stock awards and RSUs. Compensation cost is recognized over the required service period, generally defined as the vesting period for stock option awards and RSUs, and as the restriction period for restricted stock awards. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

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Our 2012 and 2020 share-based compensation plans are long-term retention plans intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options, restricted stock, and RSUs. Our 2020 plan was adopted by our shareholders at our annual meeting on October 29, 2020. The 2020 plan was subsequently amended and restated (“Amended and Restated 2020 Omnibus Incentive Plan”) during our annual meeting on April 24, 2024 to increase the number of shares of common stock available for future grants. The Company also assumed the obligations of Atlantic Capital under various equity incentive plans pursuant to the acquisition of Atlantic Capital on March 1, 2022 and the obligations of CenterState Bank Corporation (“CenterState”) under various equity incentive plans pursuant to the merger with CenterState on June 7, 2020. The Amended and Restated 2020 Omnibus Incentive Plan is the only plan from which new share-based compensation grants may be issued. It is the Company’s policy to grant awards out of the 2,451,634 shares registered under the Amended and Restated 2020 Omnibus Incentive Plan.

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Stock Options

With the exception of non-qualified stock options granted to directors under the 2012 plans, which in some cases may be exercised at any time prior to expiration and in some other cases may be exercised at intervals less than a year following the grant date, incentive stock options granted under our 2012 plan may not be exercised in whole or in part within a year following the date of the grant, as these incentive stock options become exercisable in 25% increments pro ratably over the four-year period following the grant date. The options are granted at an exercise price at least equal to the fair value of the common stock at the date of grant and expire ten years from the date of grant. No options were granted under the 2012 plan after February 1, 2019, and the plan is closed other than for any options still unexercised and outstanding.

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Activity in the Company’s stock option plans is summarized in the following table. All information has been retroactively adjusted for stock dividends and stock splits.

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The aggregate intrinsic value of 28,815, 38,799, and 107,592 stock options outstanding and exercisable at December 31, 2025, 2024, and 2023 was $954,000, $1.6 million, and $1.7 million, respectively. The aggregate intrinsic value of 9,949, 68,793, and 48,749 stock options exercised for the years ended December 31, 2025, 2024, and 2023 was $525,000, $1.1 million, and $1.1 million, respectively.

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Information pertaining to options outstanding at December 31, 2025 is as follows:

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The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting periods. We have not granted any stock options for the years ended December 31, 2025, 2024 and 2023, and therefore, we have not used the Black-Scholes option pricing model to fair value options.

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As of December 31, 2025, 2024 and 2023, there were no unrecognized compensation costs related to non-vested stock option grants under the plans. There was no fair value of shares vesting during the years ended December 31, 2025, 2024 and 2023 and no compensation expense was recorded in 2025, 2024, and 2023.

Restricted Stock

From time to time, we grant shares of restricted stock to key employees. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to increases in the value of our stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. We recognize expenses equal to the total value of such awards, ratably over the vesting period of the stock grants. Restricted stock grants to employees generally vest ratably over a two to four-year vesting period.

All restricted stock agreements are conditioned upon continued employment. Termination of employment prior to a vesting date, as described below, would terminate any interest in non-vested shares. Prior to vesting of the shares, as long as employed by the Company, the employees will have the right to vote such shares and to receive dividends paid with respect to such shares. All restricted shares will fully vest in the event of change in control of the Company or upon the death of the recipient.

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Non-vested restricted stock for the year ended December 31, 2025 is summarized in the following table.

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The Company granted no restricted stock shares for the years ended December 31, 2025, 2024, and 2023. Compensation expense of $35,000, $532,000, and $1.8 million was recorded in 2025, 2024, and 2023, respectively.

As of December 31, 2025, all restricted stock outstanding has vested. There was no unrecognized compensation cost related to nonvested restricted stock granted under the plans. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was approximately $479,000, $999,000, and $2.4 million, respectively.

Restricted Stock Units (“RSU”)

From time-to-time, we also grant performance RSUs and time-vested RSUs to key employees, and time-vested RSUs to non-employee directors. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to our performance. Some performance RSU grants contain a three-year performance period while others contain a one to two-year performance period and a time-vested requirement (generally two to four years from the grant date). The performance-based awards for our long-term incentive plans are dependent on the achievement of tangible book value growth and return on average tangible common equity relative to the Company’s peer group during each three-year performance period. We communicate threshold, target, and maximum performance RSU awards and performance targets to the applicable key employees at the beginning of a performance period. Due to the merger with CenterState on June 7, 2020, all legacy and assumed performance-based restricted stock units converted to a time-vesting requirement. With respect to some long-term incentive awards, dividend equivalents are accrued at the same rate as cash dividends paid for each share of the Company’s common stock during the performance or time-vested period, and subsequently paid when the shares are issued on the vesting or settlement date. Grants to non-employee directors typically vest within a 12-month period. The value of the RSUs awarded is established as the fair market value of the stock at the time of the grant. We recognize expense on a straight-line basis typically over the performance or time-vesting periods based upon the probable performance target, as applicable, that will be met. For the year ended December 31, 2025, we accrued for 100% of the RSUs granted.

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Nonvested RSUs at target for the year ended December 31, 2025 is summarized in the following table.

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The nonvested shares of 820,878 at December 31, 2025 includes 131,996 shares that have fully vested but have not been released. Of the 131,996 that have fully vested but not yet released, 131,903 are related to the 2023 Annual Incentive Deferral grants. These shares will be released in the first quarter of 2026 with the finalization of 2025 results. Based on actual achievement in the 2023 LTI performance-based RSU grants, an additional 40,586 shares that are not included in the RSUs outstanding at December 31, 2025 may be issued in the first quarter of 2026 if maximum performance achievements are met. If maximum performance is achieved pursuant to the 2024 and 2025 LTI performance-based RSU grants, an additional 81,602 shares in total may be issued by the Company at the end of their respective three-year performance periods. The Company granted 456,234, 374,207 and 398,655 shares, including the performance factor adjustments for performance RSUs, for the year ended December 31, 2025, 2024, and 2023, respectively. The weighted-average grant-date fair value of restricted stock units granted in 2025 was $93.54. Compensation expense of $36.7 million, $27.3 million and $34.0 million was recorded in 2025, 2024, and 2023, respectively.

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As of December 31, 2025, there was $29.1 million of total unrecognized compensation cost related to nonvested RSUs granted at target under the plan. This cost is expected to be recognized over a weighted-average period of 1.03 years as of December 31, 2025. The total fair value of RSUs that vested and were issued during the years ended December 31, 2025, 2024, and 2023 was approximately $45.2 million, $33.1 million and $32.6 million, respectively.

Employee Stock Purchase Plan

The Company sponsors an Employee Stock Option Plan that authorizes the issuance of up to 1,400,000 shares of the Company’s common stock. The plan is available to all employees who have attained age 21 and completed six months of service. The Company currently has approximately 1.2 million shares available for issuances under the plan. The price at which common stock may be purchased for each quarterly option period is the lesser of 95% of the common stock’s fair value on either the first or last day of the quarter. Employees purchased 51,114, 38,026 and 43,356 shares in 2025, 2024 and 2023, respectively, through the Employee Stock Purchase Plan. The Company recognized $256,000, $172,000 and $163,000 in share-based compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively.