Corbett John C 4

What Happened

John C. Corbett, CEO and a director of SouthState Bank Corp (SSB), received 32,454 common shares on 2026-02-20 upon vesting/conversion of performance share units (PSUs). The shares were issued with an exercise/conversion price of $0.00. To satisfy tax withholding obligations, 16,227 of those shares were withheld/disposed at $105.44 per share, for a total withholding value of $1,710,975. Net shares retained by Corbett from this issuance were 16,227.

Key Details

• Transaction date: 2026-02-20; Form 4 filed: 2026-02-23 (timely filing).
• Issued (M): 32,454 shares @ $0.00 (conversion of PSUs).
• Withheld/Disposed (F): 16,227 shares @ $105.44 = $1,710,975 (tax withholding).
• Net shares retained: 32,454 issued − 16,227 withheld = 16,227 shares.
• Footnotes: PSUs were awarded on 2023-01-24 and vested after the 3-year performance period ending 2025-12-31 (F1). Share withholding was to pay the tax liability in accordance with Rule 16b-3 (F2).
• Filing timeliness: Filed within the required reporting window (no late filing flag).

Context

This was a routine award vesting (PSU conversion), not an open-market sale or discretionary purchase. The sale of 16,227 shares was solely to cover withholding taxes and should be viewed as a tax-related disposition rather than a directional insider sale. No cash exercise price was paid for the issued shares.