DeSimone Beth S 4

What Happened

• Beth S. DeSimone, Chief Risk & General Counsel of SouthState Bank Corp (SSB), had 3,501 shares issued on Feb 20, 2026 when Performance Share Units (PSUs) vested/converted. Of those, 766 shares were withheld to pay tax liabilities at $105.44 per share (total value withheld ≈ $80,767), leaving a net issuance of 2,735 shares to her.
• This was not a cash purchase or open-market sale — it was the vesting/conversion of previously granted PSUs (derivative conversion / exercise), with a portion surrendered to cover taxes.

Key Details

• Transaction date: 2026-02-20; Form 4 filed: 2026-02-23.
• Shares issued on vesting/conversion: 3,501 (transaction code M).
• Shares withheld for taxes: 766 at $105.44 each; total withheld ≈ $80,767 (transaction code F).
• Net new shares received by insider: 2,735.
• Footnote: These were PSUs granted 1/24/2023 that vested after the 3-year performance period ending 12/31/2025.
• Tax withholding was done pursuant to Rule 16(b)-3 (standard for withholding on issued securities).
• Filing appears timely (reporting period 2/20/2026; filed 2/23/2026).

Context

• Vesting of PSUs is a routine compensation event for executives and does not necessarily signal a buy or sell decision by the insider. The withholding of shares to satisfy tax obligations is common and often recorded as a “disposition” on Form 4 even though it’s part of the compensation settlement.
• This transaction increases DeSimone’s share holdings by the net amount (2,735 shares); the filing did not specify total shares owned after the transaction in the provided data.