BROOKS RENEE R 4

What Happened

• Renee R. Brooks, Chief Operating Officer of SouthState Bank Corp (SSB), had 5,945 shares issued on 2026-02-20 upon conversion/vesting of Performance Share Units (PSUs). The shares were issued at $0 exercise price (derivative conversion).
• To satisfy tax withholding, 1,788 of those shares were disposed of at $105.44 per share, generating $188,527. Net shares retained by Brooks from this vesting were 4,157 shares (5,945 − 1,788), with an implied value of about $438,314 using the $105.44 per-share figure.

Key Details

• Transaction dates: 2026-02-20 (conversion/vesting and tax withholding).
• Acquisition detail: 5,945 shares via PSU conversion (transaction code M) at $0.00 exercise price.
• Disposal for taxes: 1,788 shares @ $105.44 = $188,527 (transaction code F).
• Net shares retained from the award: 4,157 shares (approx. $438,314 using $105.44/share).
• Footnotes: F1 — Shares issued pursuant to PSUs awarded 1/24/23 that vested after the 3-year performance period ended 12/31/25. F2 — Withholding of shares to pay tax liability (Rule 16b-3).
• Shares owned after the transaction: not disclosed in the provided filing.

Context

• This was an award/vesting event (PSUs converting to common stock), not an open-market purchase or a voluntary sale. The withholding of shares to cover taxes is a routine administrative step and does not necessarily indicate a change in insider sentiment.
• Derivative code M here reflects conversion/exercise of equity awards (PSUs) rather than purchasing options for cash; the exercise price was $0 due to the nature of the PSU payout.