YOUNG STEPHEN DEAN 4

What Happened

• Stephen D. Young, Chief Strategy Officer of SouthState Bank Corp (SSB), received 10,433 common shares on 2026-02-20 upon conversion/vesting of performance-based equity (derivative exercise, code M). The shares were issued at $0.00 (no exercise price).
• To cover tax withholding obligations, 4,122 of those shares were withheld/disposed (code F) at a reported share value of $105.44, resulting in $434,624 withheld. Net shares added to Young’s holdings on the event: 6,311 shares (10,433 issued − 4,122 withheld). This was not an open-market sale or purchase by Young; it was issuance from vested awards and a tax-withholding disposition.

Key Details

• Transaction date: February 20, 2026. Filing date: February 23, 2026.
• Issued: 10,433 shares @ $0.00 (derivative conversion/PSU vesting).
• Withheld/disposed for taxes: 4,122 shares @ $105.44 = $434,624.
• Net new shares retained by insider: 6,311. Post-transaction total holdings are not specified in the filing.
• Footnotes: Shares issued pursuant to Performance Share Units (PSUs) granted 1/24/2023 that vested after the 3-year performance period ending 12/31/2025 (F1). The withholding was done to cover tax liability per Rule 16b-3 (F2).
• Filing timing: Report lists the 2/20/2026 transaction and was filed on 2/23/2026 (appears to be within the standard Form 4 reporting window).

Context

• Code M indicates exercise/conversion of a derivative (here, PSUs that vested) rather than a market purchase. Code F denotes shares withheld to satisfy tax obligations — a common net settlement method that reduces newly issued shares rather than a voluntary sale.
• These transactions reflect compensation vesting and routine tax withholding; they do not, by themselves, indicate an open-market buy or sell signal.