# SouthState Bank Corp: Form 10-Q for the period ended Mar 31, 2026

- Company: [SouthState Bank Corp](/companies/ssb.md) (CIK 764038)
- Form: 10-Q
- Filed: 2026-05-01
- Accepted by EDGAR: May 1, 2026, 09:00 ET
- Period: 2026-03-31
- Accession: 0001104659-26-053548
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/764038/000110465926053548/ssb-20260331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/764038/000110465926053548/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $65.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | $225.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | $2.28 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | $2.29 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 98,922,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $299.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $16.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2026-01-01 to 2026-03-31 | $60.1m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2026-01-01 to 2026-03-31 | $160.4m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Total assets | at 2026-03-31 | $67.98bn | us-gaap:Assets |
| Total liabilities | at 2026-03-31 | $58.95bn | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $9.03bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 152,440 characters.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) relates to the financial statements contained in this Quarterly Report beginning on page 3. For further information, refer to the MD&A appearing in the Annual Report on Form 10-K for the year ended December 31, 2025. Results for the three months ended March 31, 2026, are not necessarily indicative of the results for the year ending December 31, 2026 or any future period.

Unless otherwise mentioned or unless the context requires otherwise, references to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Bank Corporation and its consolidated subsidiaries. References to the “Bank” means SouthState Bank Corporation’s wholly owned subsidiary, SouthState Bank, National Association.

### Overview

SouthState Bank Corporation is a financial holding company headquartered in Winter Haven, Florida. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState Securities Corp. (“SouthState Securities”), a full-service registered broker dealer headquartered in Memphis, Tennessee. The services offered by SouthState Securities are complementary to the Bank’s correspondent banking and capital markets businesses and provide additional opportunities to the Bank’s client base. The Bank also operates SouthState Private Capital Management LLC (“SouthState PCM”), a wholly-owned registered investment advisor, which offers support to the Bank’s wealth management line of business. The Bank, through its Corporate Billing Division, provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. The Bank operates SSB First Street Corporation, an investment subsidiary headquartered in Wilmington, Delaware, to hold tax-exempt municipal investment securities as part of the Bank’s investment portfolio. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code.

At March 31, 2026, we had $68.0 billion in assets and 6,390 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through an eight (8) state footprint in Florida, South Carolina, Texas, Georgia, Colorado, North Carolina, Alabama, and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.

We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Memphis, Tennessee, Walnut Creek, California, and Birmingham, Alabama. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services.

We have pursued, and continue to pursue, a growth strategy that focuses on organic growth, supplemented by acquisitions of select financial institutions, or branches in certain market areas.

The following discussion describes our results of operations for the quarter ended March 31, 2026, compared to the quarter ended March 31, 2025, and also analyzes our financial condition as of March 31, 2026, as compared to December 31, 2025. Like most financial institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we may pay interest. Consequently, one of the key measures of our success is the amount of our net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

Of course, there are risks inherent in all loans, as such, we maintain an allowance for credit losses, otherwise referred to herein as ACL, to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for credit losses against our operating earnings. In the following discussion, we have included a detailed discussion of this process.

In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.

The following sections also identify significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.

### Recent Events

### Capital Management

On January 11, 2026, the Board of Directors of the Company approved the 2026 Repurchase Plan authorizing the Company to repurchase up to 5,560,000 shares of the Company’s common stock. This 2026 Repurchase Plan authorization replaces the Company’s pre-existing authorization approved in January 2025, under which 560,000 shares remained available for repurchase, and which was cancelled in connection with the Board’s approval of the 2026 Repurchase Plan. See accompanying Note 21 — Stock Repurchase Program to our consolidated financial statements.

### Governmental and Regulatory Environment

We continue to assess regulatory and other changes being made by the Trump Administration and its impact on our business. This includes the impact of the Iran conflict, immigration reform, tariff changes and changes in regulation and supervision, including the proposal, modification, rescission, or withdrawal of regulation or guidance, or changes in supervisory approaches and enforcement of rules and guidance applicable to us, including those described below.

On March 19, 2026, the Federal Reserve, OCC and FDIC jointly issued two joint notices of proposed rulemaking to modernize the U.S. regulatory capital framework. The proposals include a new expanded risk-based approach to calculating risk-weighted assets, which applies to the largest and most internationally active banks, and revisions to the existing standardized approach to calculating risk-based assets, which applies to Category III and IV institutions and smaller banking organizations, such as the Bank (the “Standardized Approach Proposal”). The Standardized Approach Proposal would improve the calibration and risk sensitivity of risk weights. The timing and content of any final rules, and the potential effects of any final rules on the Bank, remain uncertain.

### Critical Accounting Policies

Our consolidated financial statements are prepared based on the application of accounting policies in accordance with GAAP and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 2 — Summary of Significant Accounting Policies and Note 3 — Recent Accounting and Regulatory Pronouncements of our consolidated financial statements in this Quarterly Report on Form 10-Q and in Note 1 — Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2025.

The following is a summary of our allowance for credit losses (“ACL”) critical accounting policy, which is highly dependent on estimates, assumptions and judgments.

### Allowance for Credit Losses (ACL)

The ACL reflects management’s estimate of the portion of the amortized cost of loans and unfunded commitments that it does not expect to collect. Management has a methodology determining its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded on the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 2 — Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 6 — Allowance for Credit Losses and “Allowance for Credit Losses (ACL) on Loans and Certain Off-Balance-Sheet Credit Exposures” in this MD&A.

One of the most significant judgments influencing the ACL is the macroeconomic forecasts from the third-party service provider. Changes in the economic forecasts may significantly affect the estimated credit losses which may potentially lead to materially different quantitatively modeled allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables, it is difficult to estimate the impact of a change in any one individual variable on the ACL. SouthState uses a third-party service provider to support the economic forecast assumptions under CECL forecast by providing various levels of economic scenarios. These scenarios are weighted in accordance with management assessment of scenarios as well as expectations of the general market and industry conditions. To illustrate the sensitivity of these scenarios, if a 100% probability weighting was applied to the adverse scenario rather than using the probability-weighted three scenario approach, this would result in an increase in the ACL by approximately $194 million. Conversely, if a 100% probability weighting was applied to the upside scenario, this would result in a decrease in the ACL by approximately $137 million. The adverse scenario includes assumptions including, but not limited to, rising unemployment consistent with a recession, high levels of inflation and weakened consumer and business spending, elevated interest rates, tightening credit, widening Federal deficit, and exacerbated geopolitical and trade tensions. Conversely, the upside scenario includes assumptions such as a stronger domestic economy, swift resolution of international conflicts and strengthening global economy, more than full employment, reduced political tensions, and other favorable assumptions. This sensitivity analysis and related impact on the ACL is a hypothetical analysis and is not intended to represent management’s judgments at March 31, 2026.

### Results of Operations

### Overview

We reported consolidated net income of $225.8 million, or diluted earnings per share (“EPS”) of $2.28, for the first quarter of 2026 as compared to consolidated net income of $89.1 million, or diluted EPS of $0.87, in the comparable period of 2025, a 153.5% increase in consolidated net income and a 162.1% increase in diluted EPS. The $136.7 million increase in consolidated net income was the net result of the following items:

- An $8.3 million increase in interest income, resulted from a $18.1 million increase in interest income from investment securities, partially offset by a $3.1 million decrease in interest income from loans and loans held for sale and a $6.7 million decrease in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. See Net Interest Income and Margin section on page 53 for further discussion.
- An $8.8 million decrease in interest expense, which resulted from a $7.4 million decrease in interest expense from deposits, a $713,000 decrease in interest expense in federal funds purchased and securities sold under agreements to repurchase and a $647,000 decrease in interest expense from corporate and subordinated debentures and other borrowings. See Net Interest Income and Margin section on page 53 for further discussion.
- An $89.8 million decrease in the provision for credit losses, as the Company recorded a provision for credit losses of $10.8 million in the first quarter of 2026 while recording a provision for credit losses of $100.6 million in the first quarter of 2025. During the first quarter of 2025, the Company recorded an initial provision for credit losses of $80.0 million and $12.1 million on the Independent non-PCD loans portfolio and unfunded commitments, respectively.
- A $14.0 increase in noninterest income, primarily from increases in service charges on deposit accounts of $2.8 million, mortgage banking income of $3.3 million and correspondent banking and capital market income of $11.9 million. These increases were slightly offset by a decline in SBA income of $1.7 million. See Noninterest Income section on page 56 for further discussion;
- A $49.3 million decrease in noninterest expense, which resulted primarily from a decrease in merger, branch consolidation, severance related and other restructuring expenses of $68.0 million and in amortization of intangibles of $2.5 million. These decreases were partially offset by increases in salaries and employee benefits of $9.8 million, occupancy expense of $6.8 million, business development expense of $5.0 million and OREO and other loan related expense of $2.6 million. See Noninterest Expense section on page 57 for further discussion; and
- Higher income tax provision of $33.4 million primarily due to higher pretax book income during the first quarter of 2026. The Company recorded pretax book income of $291.4 million in the first quarter of 2026 compared to pretax book income of $121.2 million in the first quarter of 2025. The effective tax rate in the first quarter of 2026 was 22.50% compared to 26.53% in the first quarter of 2025. See Income Tax Expense section on page 58 for further discussion.

Our quarterly efficiency ratio improved to 51.1% in the first quarter of 2026 compared to 61.0% in the first quarter of 2025. The improvement in the efficiency ratio compared to the first quarter of 2025 was the result of a 12.2% decrease in noninterest expense (excluding amortization of intangibles) and a 4.9% increase in the total tax-equivalent net interest income and noninterest income. The decrease in noninterest expense was mainly due to the merger related expenses related to the Independent acquisition completed in the first quarter of 2025. The increase in the total of tax-equivalent net interest income and noninterest income was mainly due to an increase in investment securities interest income of $18.1 million, a decrease in interest expense on deposits of $7.4 million and an increase in correspondent banking and capital markets income of $11.9 million.

Basic and diluted EPS were $2.29 and $2.28, respectively, for the first quarter of 2026, compared to $0.88 and $0.87, respectively, for the first quarter of 2025. The increase in basic and diluted EPS was due to a 153.5% increase in net income in the first quarter of 2026 compared to the same period in 2025 along with a decrease in average basic common shares of 2.8%. The increase in net income in the first quarter of 2026 was mainly attributable to acquisition related expenses resulting from the Independent acquisition during the first quarter of 2025. These expenses included the initial provision for credit losses on Non-PCD loan portfolio and unfunded commitments of $92.1 million and the $66.5 million in merger expenses. The decrease in average basic common shares was mainly due to the Company repurchasing 3.9 million common shares through the buyback plan in the open market over the last 12 months.

### Selected Figures and Ratios

*(Dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ | ​ ​ ​ ​ ​ 2025 ​ | ​ ​ ​ ​ |
| --- | --- | --- | --- | --- |
| Return on average assets (annualized) |  | **​** **1.37%** | ​ 0.56% | ​ |
| Return on average equity (annualized) |  | **​** **10.11%** | ​ 4.29% | ​ |
| Return on average tangible equity (annualized)\* |  | **​** **17.59%** | ​ 8.99% | ​ |
| Dividend payout ratio |  | **​** **26.12%** | ​ 61.45% | ​ |
| Equity to assets ratio |  | **​** **13.28%** | ​ 13.24% | ​ |
| Average shareholders’ equity | ​ | **$9,057,229** **​** | $8,418,112 ​ | ​ |

\* Denotes a non-GAAP financial measure. The section titled “Reconciliation of GAAP to non-GAAP” below provides a table that reconciles GAAP measures to non-GAAP measures.

- For the three months ended March 31, 2026, the return on average assets increased compared to the same period in 2025. The increase in net income in the first quarter of 2026 was mainly attributable to acquisition related expenses resulting from the Independent acquisition recorded during the first quarter of 2025. The effects from the increase in net income were partially offset by the increase in average assets during the same period. Average assets increased $2.6 billion or 4.1% in the first quarter of 2026 compared to the same period in 2025. This increase was mainly due to growth in investment securities and the loan portfolios.
- For the three months ended March 31, 2026, the return on average equity and the return on average tangible equity increased compared to the same period in 2025. These increases were primarily due to higher net income as noted above. The effects of higher net income were partially offset by an increase in average equity of 7.6% and tangible equity of 15.0%. The increases in average equity and average tangible equity were mainly due to net income recorded since the first quarter of 2025.
- The equity-to-assets ratio was 13.28% for the three months ended March 31, 2026, an increase of 0.04% from March 31, 2025. The increase in total equity of 4.7%, mainly through net income, was slightly higher than the 4.4% increase in total assets.
- Dividend payout ratios were 26.12% for the three-month period ending March 31, 2026 and 61.45% for the three-month period ending March 31, 2025. The decrease in the dividend payout ratio for the three months ended March 31, 2026 was due to the 153.5% increase in net income, partially offset by total dividends paid during the first quarter of 2026 increasing 7.8% compared to the same period in 2025. The Company increased its dividend from $0.54 per share to $0.60 per share in the second quarter of 2025.

### Net Interest Income and Margin

Non-Tax Equivalent (“TE”) net interest income increased $17.1 million, or 3.1%, to $561.6 million in the first quarter of 2026 compared to $544.5 million in the same period in 2025. Interest earning assets averaged $60.2 billion during the three months ended March 31, 2026 compared to $57.5 billion for the same period in 2025, an increase of $2.7 billion, or 4.7%. Interest bearing liabilities averaged $42.8 billion during the three months ended March 31, 2026 compared to $40.8 billion for the same period in 2025, an increase of $2.1 billion, or 5.1%. Despite a decline in net interest margin, net interest income increased year over year as growth in average interest‑earning assets more than offset the impact of lower asset yields.

Since the first quarter of 2025, the Federal Reserve reduced the target federal funds rate by a total of 75 basis points. These rate cuts lowered the target federal funds rate range to 3.50% to 3.75% as of March 31, 2026. Accordingly, interest rate conditions during the first quarter of 2026 were lower when compared to the first quarter of 2025, impacting both asset yields and funding costs. Some key highlights are outlined below:

- The non-tax equivalent and the Tax Equivalent (“TE”) net interest margin decreased by 6 basis points in the first quarter of 2026 compared to the same quarter of 2025, primarily reflecting lower yields on interest‑earning assets driven by reduced loan accretion income and a lower interest rate environment, partially offset by lower funding costs and balance‑sheet mix changes.
- Non-TE yield on interest-earning assets for the first quarter of 2026 decreased by 20 basis points to 5.50% from the comparable period in 2025. The decrease was primarily driven by lower yields on loans, largely attributable to a reduction in loan accretion income of approximately $23.0 million, reflecting the continued runoff of acquired loans. Accordingly, the average balance of higher‑yielding acquired loans decreased by $3.4 billion, while the average balance of non-acquired loans increased by $5.5 billion. In addition, changes in earning‑asset mix contributed to the decline in yields, as the average balance of federal funds sold and interest‑earning deposits with banks declined by $318.8 million and yields on these assets declined 76 basis points as a result of lower Federal Reserve interest rates since the first quarter of 2025. Partially offsetting these impacts, the average balance of investment securities increased by $895.6 million, and the yield on investment securities increased by 50 basis points due to the effect of the investment bond restructuring completed in the first quarter of 2025.
- The average cost of interest-bearing liabilities for the first quarter of 2026 decreased 21 basis points to 2.42% from the same period in 2025, driven primarily by lower market interest rates, which resulted in reduced rates across most interest‑bearing deposit and borrowing categories. Average balances of transaction and money market accounts increased by $2.3 billion, while related interest expense declined by $4.5 million, reflecting a 23 basis‑point decline in the rates as deposits repriced in the lower rate environment. In addition, the average balance of corporate and subordinated debt declined by $55.8 million, reflecting the redemption of subordinated debt during the latter half of the third quarter of 2025. Although average yields on these instruments increased by 54 basis points, due to the fixed‑rate nature of these instruments, the impact on interest expense was not material. The Company had no other borrowings outstanding during the first quarter 2026, and accordingly, no interest cost was recognized for other borrowings during the period. This compares to a cost of 4.40% on other borrowings for the comparable period in 2025. The Company’s overall cost of funds, including noninterest-bearing deposits, was 1.84% for the three months ended March 31, 2026 compared to 1.97% for the three months ended March 31, 2025.

The table below summarizes the analysis of changes in interest income and interest expense for the quarter ended March 31, 2026 and 2025 and net interest margin on a tax equivalent basis.

*(Dollars in thousands)*

| ​ ​ ​ ​ Interest-Earning Assets: | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 Average Balance ​ ​ | ​ ​ ​ ​ | ​ ​ Interest ​ Average Earned/Paid ​ Yield/Rate ​ ​ | ​ ​ | ​ ​ ​ March 31, 2025 ​ Average ​ Balance ​ ​ | ​ ​ | ​ ​ ​ Interest ​ Earned/Paid ​ ​ | ​ ​ | ​ ​ ​ Average ​ Yield/Rate ​ ​ | ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | ---: | --- | --- | --- | --- | --- | ---: | --- |
| Federal funds sold and interest-earning deposits with banks | ​ | **$1,881,020** | **​** | **$15,792** | **​** | **3.40%** | ​ | $2,199,800 | ​ | $22,540 | ​ | 4.16% | ​ |
| Investment securities (taxable) (1) | ​ | **​** **8,259,612** | **​** | **​** **72,254** | **​** | **3.55%** | ​ | ​ 7,385,704 | ​ | ​ 53,870 | ​ | 2.96% | ​ |
| Investment securities (tax-exempt) (1) | ​ | **​** **961,804** | **​** | **​** **7,212** | **​** | **3.04%** | ​ | ​ 940,071 | ​ | ​ 7,516 | ​ | 3.24% | ​ |
| Loans held for sale | ​ | **​** **223,084** | **​** | **​** **3,732** | **​** | **6.78%** | ​ | ​ 174,833 | ​ | ​ 3,678 | ​ | 8.53% | ​ |
| Acquired loans, net | ​ | **​** **13,866,484** | **​** | **​** **232,271** | **​** | **6.79%** | ​ | ​ 17,240,501 | ​ | ​ 312,059 | ​ | 7.34% | ​ |
| Non-acquired loans | ​ | **​** **35,009,172** | **​** | **​** **485,568** | **​** | **5.62%** | ​ | ​ 29,556,544 | ​ | ​ 408,903 | ​ | 5.61% | ​ |
| Total interest-earning assets | ​ | **​** **60,201,176** | **​** | **​** **816,829** | **​** | **5.50%** | ​ | ​ 57,497,453 | ​ | ​ 808,566 | ​ | 5.70% | ​ |
| **Noninterest-Earning Assets:** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Cash and due from banks | ​ | **​** **531,648** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 582,933 | ​ | ​ **​** | ​ | ​ ​ | ​ |
| Other assets | ​ | **​** **6,777,406** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 6,798,857 | ​ | ​ **​** | ​ | ​ ​ | ​ |
| Allowance for credit losses | ​ | **​** **(582,699)** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ (595,817) | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Total noninterest-earning assets | ​ | **​** **6,726,355** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 6,785,973 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Total Assets** | **​** | **$66,927,531** | **​** | **​** **​** | **​** | **​** **​** | ​ | $64,283,426 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| ​ | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Interest-Bearing Liabilities:** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Transaction and money market accounts | ​ | **$31,499,841** | **​** | **$172,453** | **​** | **2.22%** | ​ | $29,249,015 | ​ | $176,949 | ​ | 2.45% | ​ |
| Savings deposits | ​ | **​** **2,822,510** | **​** | **​** **1,642** | **​** | **0.24%** | ​ | ​ 2,904,961 | ​ | ​ 1,944 | ​ | 0.27% | ​ |
| Certificates and other time deposits | ​ | **​** **7,215,388** | **​** | **​** **64,427** | **​** | **3.62%** | ​ | ​ 7,165,188 | ​ | ​ 67,064 | ​ | 3.80% | ​ |
| Federal funds purchased | ​ | **​** **295,207** | **​** | **​** **2,635** | **​** | **3.62%** | ​ | ​ 323,400 | ​ | ​ 3,479 | ​ | 4.36% | ​ |
| Securities sold with agreements to repurchase | ​ | **​** **319,873** | **​** | **​** **1,561** | **​** | **1.98%** | ​ | ​ 298,305 | ​ | ​ 1,430 | ​ | 1.94% | ​ |
| Corporate and subordinated debentures | ​ | **​** **696,597** | **​** | **​** **12,506** | **​** | **7.28%** | ​ | ​ 752,408 | ​ | ​ 12,505 | ​ | 6.74% | ​ |
| Other borrowings | ​ | **​** **—** | **​** | **​** **—** | **​** | **—%** | ​ | ​ 59,728 | ​ | ​ 648 | ​ | 4.40% | ​ |
| Total interest-bearing liabilities | ​ | **​** **42,849,416** | **​** | **​** **255,224** | **​** | **2.42%** | ​ | ​ 40,753,005 | ​ | ​ 264,019 | ​ | 2.63% | ​ |
| **Noninterest-Bearing Liabilities:** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Demand deposits | ​ | **​** **13,359,214** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 13,493,329 | ​ | ​ **​** | ​ | ​ ​ | ​ |
| Other liabilities | ​ | **​** **1,661,672** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 1,618,980 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Total noninterest-bearing liabilities (“Non-IBL”) | ​ | **​** **15,020,886** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 15,112,309 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Shareholders’ equity | ​ | **​** **9,057,229** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 8,418,112 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Total Non-IBL and shareholders’ equity | ​ | **​** **24,078,115** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 23,530,421 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Total Liabilities and Shareholders’ Equity** | **​** | **$66,927,531** | **​** | **​** **​** | **​** | **​** **​** | ​ | $64,283,426 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| ​ | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Net Interest Income and Margin (Non-Tax Equivalent)** | **​** | **​** **​** | **​** | **$561,605** | **​** | **3.78%** | ​ | ​ ​ | ​ | $544,547 | ​ | 3.84% | ​ |
| **Net Interest Margin (Tax Equivalent)** | **​** | **​** **​** | **​** | **​** **​** | **​** | **3.79%** | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.85% | ​ |
| ​ | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Total Deposit Cost (without debt and other borrowings)** | **​** | **​** **​** | **​** | **​** **​** | **​** | **1.76%** | ​ | ​ ​ | ​ | ​ ​ | ​ | 1.89% | ​ |
| **Overall Cost of Funds (including demand deposits)** | **​** | **​** **​** | **​** | **​** **​** | **​** | **1.84%** | ​ | ​ ​ | ​ | ​ ​ | ​ | 1.97% | ​ |

(1) Investment securities (taxable) and (tax-exempt) include trading securities.

### Investment Securities

The interest earned on investment securities increased by $18.1 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is a result of the Bank carrying a higher average balance in investment securities along with an increase in the yield on the investment portfolio in 2026 compared to the same period in 2025. The average balance of investment securities for the three months ended March 31, 2026 increased $895.6 million from the comparable period in 2025 due to the reinvestment of the securities acquired from the Independent acquisition along with the Company’s repositioning strategy of legacy investment securities in the first quarter of 2025. In the first quarter of 2026, the investment securities from these transactions were held for a full quarter while during the period of the transactions in 2025 the investment securities were only held for a partial quarter. The yield on the total investment securities increased 50 basis points during the three months ended March 31, 2026 compared to the same period in 2025. The Company saw an improvement in the yield of the investment portfolio as a result of the securities repositioning completed during the first quarter of 2025.

### Loans

Interest earned on loans held for investment decreased $3.1 million to $717.8 million in the quarter ended March 31, 2026 compared to the same period in 2025. The decrease in interest income primarily reflects the continued runoff of acquired loans and related accretion income, while yields on the non‑acquired loan portfolio remained stable. Some key highlights for the quarter ended March 31, 2026 are outlined below:

- Our non-TE yield on total loans decreased 29 basis points in the first quarter of 2026 compared to the same period in 2025 driven by a 55 basis-point decrease in the yield on the acquired loan portfolio, partially offset by a 1 basis-point increase in the yield on the non-acquired loan portfolio.
- The yield on the acquired loan portfolio decreased 55 basis points to 6.79% in the first quarter of 2026 from 7.34% in the same period in 2025, while interest income on the acquired loan portfolio decreased $79.8 million.
- The decrease in interest income on acquired loans was primarily attributable to a $3.4 billion decrease in the average balance of acquired loans due to paydowns, pay-offs and renewals of acquired loans that were moved to our non-acquired loan portfolio, as well as a decrease in loan accretion of approximately $23.0 million, primarily related to the loan portfolio acquired from Independent.
- The yield on the non-acquired loan portfolio increased slightly by one basis points to 5.62% in the first quarter of 2026 compared to 5.61% in the same period in 2025. Interest income on the non-acquired loan portfolio increased $76.7 million during the same period.
- The increase in interest income on non-acquired loans was attributable to a higher average balance of $5.5 billion through organic loan growth and renewals of matured acquired loans that were moved to our non-acquired loan portfolio.

### Interest-Bearing Liabilities

The quarter-to-date average balance of interest-bearing liabilities increased $2.1 billion, or 5.1%, in the first quarter of 2026 compared to the same period in 2025. The cost of interest-bearing liabilities decreased by 21 basis points to 2.42% and the overall cost of funds, including demand deposits, decreased by 13 basis points to 1.84% in the first quarter of 2026 compared to the same period in 2025, reflecting lower market interest rates and deposit repricing during the period. Some key highlights for the quarter ended March 31, 2026 compared to the same period in 2025 include:

- The cost of interest-bearing deposits was 2.33% for the first quarter of 2026 compared to 2.54% for the same period in 2025.
- Interest expense on interest-bearing deposits declined by $7.4 million in the first quarter of 2026 compared to the same period in 2025 as interest expense on all interest-bearing deposit accounts decreased in the comparatively lower rate environment. Interest expense on transaction and money market accounts, savings, certificates and other time deposits decreased by $4.5 million, $302,000, and $2.6 million, respectively.
- Average balance of interest-bearing deposits increased by $2.2 billion, driven primarily by transaction and money market accounts. The average balances of transaction and money market and certificates and other time deposits accounts increased by $2.3 billion and $50.2 million, respectively, partially offset by a $82.5 million decrease in the average balance of savings deposits.
- The cost of federal funds purchased decreased by 74 basis points in the first quarter of 2026. The interest expense on federal funds purchased decreased by $844,000, reflecting both lower average balance, which decreased by $28.2 million, and lower funding costs.
- The cost of securities sold with agreements to repurchase was 1.98% for the first quarter of 2026 compared to 1.94% for the same period in 2025. While the average balance grew by $21.6 million, the impact on interest expense was not material.
- The cost of corporate and subordinated debentures increased by 54 basis points to 7.28% for the three months ended March 31, 2026 compared to the same period in 2025, while average balances declined by $55.8 million, reflecting prior‑period debt assumed in the Independent acquisition and subsequent subordinated debt issuances and redemptions. These instruments are primarily fixed‑rate through their maturity or earliest redemption dates.
- The Company had no other borrowings outstanding as of the end of March 31, 2026, and no interest cost was recognized during the first quarter of 2026. The cost was 4.40% for the comparable period in 2025.

We continue to monitor and adjust rates paid on deposit products as part of our strategy to manage our net interest margin. Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, and other borrowings. Interest-bearing transaction accounts include NOW, HSA, Interest on Lawyers’ Trust Accounts (“IOLTA”), and Market Rate checking accounts.

### Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. Average noninterest-bearing deposits decreased $134.1 million, or 1.0%, to $13.4 billion in the first quarter of 2026 compared to $13.5 billion during the same period in 2025. The decrease in the average balance of noninterest bearing deposits primarily reflects a continued shift in customer funds to interest‑bearing transactional and money market deposit accounts.

### Noninterest Income

Noninterest income provides us with additional revenues that are significant sources of income. For the three months ended March 31, 2026 and 2025, noninterest income comprised 15.1% and 13.7%, respectively, of total net interest income and noninterest income.

*(Dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Service charges on deposit accounts | **​** | **$25,740** | ​ | $24,952 | **​** |
| Debit, prepaid, ATM and merchant card related income | **​** | **12,959** | ​ | 10,981 | **​** |
| Mortgage banking income | **​** | **11,016** | ​ | 7,737 | **​** |
| Trust and investment services income | **​** | **14,471** | ​ | 14,932 | **​** |
| Correspondent banking and capital markets income | **​** | **​** **21,427** | ​ | ​ 9,545 | **​** |
| Securities losses, net | **​** | **—** | ​ | (228,811) | **​** |
| Gain on sale-leaseback, net of transaction costs | **​** | **​** **—** | ​ | ​ 229,279 | **​** |
| SBA income | **​** | **1,500** | ​ | 3,232 | **​** |
| Bank owned life insurance income | **​** | **​** **9,494** | ​ | ​ 10,199 | **​** |
| Other | **​** | **3,491** | ​ | 4,042 | **​** |
| Total noninterest income | **​** | **$100,098** | ​ | $86,088 | **​** |

Noninterest income increased by $14.0 million, or 16.3%, during the first quarter of 2026 compared to the same period in 2025. This quarterly change in total noninterest income resulted from the following:

- Debit, prepaid, ATM and merchant card related income increased by $2.0 million, or 18.0%, during the first quarter of 2026 compared to 2025. The increase was mainly attributable to a $1.9 million increase in bank card and ATM-related fee income.
- Mortgage banking income higher by $3.3 million, or 42.4%, during the first quarter of 2026 compared to the same period of 2025. This increase was comprised of a $4.3 million, or 173.9%, increase in mortgage servicing related income, partially offset by a $1.1 million, or 20.1%, decrease in secondary market mortgage income. Mortgage production increased from $459.2 million in the first quarter of 2025 to $660.7 million in the first quarter of 2026. During the first quarter of 2026 we sold 28% of our mortgage production to the secondary market versus 56% during the quarter of 2025.
- Mortgage income from the secondary market decreased by $1.1 million between the comparable periods resulting from decreases in the fair value of mortgage loan pipeline and loans held for sale of $2.1 million and a $876,000 decrease in gain on sale of mortgage loans, which is net of the commission expense related to mortgage production, offset by an increase in MBS forward trades of $2.0 million. Mortgage commission expense was $1.6 million during the first quarter of 2026 compared to $2.4 million during the comparable period in 2025.
- The mortgage servicing related income, net of the hedge, increased by $4.3 million in the first quarter of 2026. The increase was mainly due to a $4.4 million increase in the change in fair value of the MSR, including decay. The increase in fair value of the MSR between the comparable periods was primarily due to an increase in the change in fair value from interest rates of $9.6 million, offset by decreases from gains/losses on the MSR hedge of $4.1 million and an increase in MSR decay of $1.2 million.
- Correspondent banking and capital markets income increased by $11.9 million, or 124.5%, during the first quarter of 2026 compared to the same period in 2025. The increase was primarily attributable to a $6.4 million increase in income generated from the sale of customer swap ARC hedges, reflecting increased hedging activity in a comparatively lower interest rate environment. The increase was also driven by lower expense associated with variation margin payments for centrally cleared swaps where we recorded an expense of $3.0 million related to variation margin payments in the first quarter of 2026 compared to an expense of $7.2 million in the first quarter of 2025.
- SBA income decreased by $1.7 million, or 53.6%, during the first quarter of 2026 compared to the same period in 2025. SBA income includes changes in fair value of the servicing asset, loan servicing fees and gains on sale of SBA loans. The decrease was attributable to lower gains on sale of SBA loans of $1.2 million.
- During the three months ended March 31, 2025, the Company recorded net losses of $228.8 million on the sales of investment securities. See Note 4 — Securities for more information.
- The Company recorded a gain on sale of properties of $229.3 million, net of transaction costs from a sale-leaseback transaction completed in February 2025. See Note 7 — Leases under Sale-leaseback Transaction section for more information.

### Noninterest Expense

*(Dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Salaries and employee benefits | ​ | **$205,653** | ​ | $195,811 | **​** |
| Occupancy expense | ​ | **42,302** | ​ | 35,493 | **​** |
| Information services expense | ​ | **29,704** | ​ | 31,362 | **​** |
| OREO and loan related expense | ​ | **4,378** | ​ | 1,784 | **​** |
| Amortization of intangibles | ​ | **21,304** | ​ | 23,831 | **​** |
| Business development and staff related expense | ​ | **11,362** | ​ | 6,510 | **​** |
| Supplies, printing and postage expense | ​ | **3,254** | ​ | 3,128 | **​** |
| Professional fees | ​ | **5,239** | ​ | 4,709 | **​** |
| FDIC assessment and other regulatory charges | ​ | **10,257** | ​ | 11,258 | **​** |
| Advertising and marketing | ​ | **3,325** | ​ | 2,290 | **​** |
| Merger, branch consolidation, severance-related, and other expense | ​ | **—** | ​ | 68,006 | **​** |
| Other | ​ | **22,746** | ​ | 24,644 | **​** |
| Total noninterest expense | ​ | **$359,524** | ​ | $408,826 | **​** |

Noninterest expense decreased by $49.3 million, or 12.1%, in the first quarter of 2026 compared to the same period in 2025. The quarterly decrease in total noninterest expense primarily resulted from the following:

- Salaries and employee benefits increased by $9.8 million, or 5.0%, in the first quarter of 2026 compared to the same period in 2025. The increase was primarily attributable to higher commission and incentive expense of $6.6 million, as well as a $2.6 million increase in salaries resulting from both merit increases and an increase in the number of employees as a result of a hiring initiative to expand our sales force.
- Occupancy expense increased $6.8 million, or 19.2%, in the first quarter of 2026 compared to the same period in 2025. The increase was primarily due to an increase in lease expense of $7.4 million, slightly offset by a decrease in depreciation expense of $1.1 million. The increase in the lease expense was primarily due to the sale-leaseback transaction completed in February 2025.
- Information services expense decreased by $1.7 million, or 5.3%, in the first quarter of 2026 compared to the same period in 2025. The decrease was primarily attributable to lower costs associated with systems and software initiatives that were completed in prior periods.
- OREO expense and loan related expense increased by $2.6 million, or 145.4%, in the first quarter of 2026 compared to the same period in 2025, primarily due to a $2.0 million increase in losses on sales and write downs of OREO.
- Amortization of intangibles decreased by $2.5 million, or 10.6%, primarily reflecting lower amortization expense related to the core deposit intangible recognized in connection with the Independent acquisition, which is subject to accelerated amortization in the earlier periods of its estimated life.
- Business development and staff related expense increased $4.9 million, or 74.5%, in the first quarter of 2026 compared to the same period in 2025, due mainly to increases in employee travel, entertainment and recruitment-related costs.
- The Company did not record merger, branch consolidation, severance related and other expense in the first quarter of 2026. During the first quarter of 2025, the Company recorded $68.0 million of such expenses, approximately $66.5 million of which was related to the Independent acquisition.
- Other noninterest expense decreased by $1.9 million, or 7.7%, in the first quarter of 2026 compared to the same period in 2025. This decrease primarily resulted from a $3.5 million decrease in other miscellaneous operational expenses, offset by a $1.8 million increase in earnings credit expense to Homeowners Association (“HOA”) customers. The Bank provides a credit to HOA customers based on the average deposit balances held that reduces fees for other services provided.

### Income Tax Expense

Our effective tax rate was 22.50% for the three months ended March 31, 2026 compared to 26.53% for the three months ended March 31, 2025. The decrease in the effective rate for the quarter, when compared to the same period in the prior year, is driven primarily by higher non-deductible executive compensation related to the acquisition of Independent, as well as non-deductible merger expense, and one-time expense of $5.6 million related to the remeasurement of the Company’s deferred tax balances resulting from the acquisition of Independent and new blended income tax rate recognized in the first quarter of 2025 compared to 2026. This was partially offset by an increase in pre-tax book income in the first quarter of 2026 compared to the same period in 2025.

### Segment Reporting

As discussed in Note 22 —Segment Reporting, the Company’s operations are managed and financial performance is evaluated on an organization-wide basis, and the Company’s banking and finance operations are considered by management to constitute one reportable operating segment, the General Banking Unit.

The Company’s Chief Operating Decision Maker (“CODM”), the Executive Committee, consists of the Company’s senior executive management team, including the Chief Executive Officer, Chief Strategy Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Risk Officer, Chief Credit Officer and other executives. The CODM generally meets monthly to assess performance of the General Banking Unit using a variety of figures, metrics and key performance indicators. In addition to net income and non-Tax Equivalent (“TE”) Net Interest Margin (“NIM”), the CODM considers Pre-Provision Net Revenue (“PPNR”), PPNR Per Share and TE NIM to make business decisions. The CODM monitors these profitability measures at each meeting, and is regularly featured in various investor presentations, earnings releases, and other internal management reports. These performance and profitability measures influence business decisions and allocation of resources within the General Banking Unit.

The table below provides PPNR and TE NIM information of the General Banking Unit.

### Pre-Provision Net Revenue, Pre-Provision Net Revenue Per Share and Tax Equivalent Net Interest Margin

*(Dollars and shares in thousands except for per share amounts)*

| ​ ​ ​ PPNR (Non-GAAP) | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ ​ | ​ ​ ​ | ​ ​ 2025 ​ ​ | ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- |
| Net Income (GAAP) (a) | **​** | **$225,820** | **​** | $89,080 | ​ |
| Plus: | ​ | **​** | **​** | ​ | **​** |
| Provision for credit losses | ​ | **​** **10,808** | **​** | ​ 100,562 | **​** |
| Income tax provision | ​ | **​** **65,551** | **​** | ​ 32,167 | **​** |
| PPNR (Non-GAAP) (b) | ​ | **$302,179** | **​** | $221,809 | **​** |
| ​ | ​ | **​** **​** | **​** | ​ ​ | **​** |
| **PPNR, Adjusted (Non-GAAP)** | **​** | **​** **​** | **​** | ​ ​ | **​** |
| PPNR (Non-GAAP) | ​ | **$302,179** | **​** | $221,809 | **​** |
| Less: | ​ | **​** **​** | **​** | ​ ​ | **​** |
| Gain on sale leaseback, net of transaction costs | ​ | **​** **—** | **​** | ​ (229,279) | **​** |
| Plus: | ​ | **​** **​** | **​** | ​ ​ | **​** |
| Securities losses, net | ​ | **​** **—** | **​** | ​ 228,811 | **​** |
| Merger, branch consolidation, severance-related, and other expense | ​ | **​** **—** | **​** | ​ 68,006 | **​** |
| PPNR, adjusted (Non-GAAP) (d) | ​ | **$302,179** | **​** | $289,347 | **​** |
| ​ | ​ | **​** **​** | **​** | ​ ​ | **​** |
| **PPNR per Share (Non-GAAP)** | ​ | **​** **​** | **​** | ​ ​ | **​** |
| Diluted weighted-average common share outstanding (c) | ​ | **​** **98,922** | **​** | ​ 101,829 | **​** |
| Earnings per common share - Diluted ((a)/(c)) (GAAP) | ​ | **$2.28** | **​** | $0.87 | **​** |
| ​ | ​ | **​** **​** | **​** | ​ ​ | **​** |
| PPNR per share ((b)/(c)) (Non-GAAP) | ​ | **$3.05** | **​** | $2.18 | **​** |
| ​ | ​ | **​** **​** | **​** | ​ ​ | **​** |
| **Adjusted PPNR per Share (Non-GAAP)** | ​ | **​** **​** | **​** | ​ ​ | **​** |
| Adjusted PPNR per share ((d)/(c)) (Non-GAAP) | ​ | **$3.05** | **​** | $2.84 | **​** |
| ​ | ​ | **​** **​** | **​** | ​ ​ | **​** |
| **Net Interest Margin, Tax Equivalent ("TE") (Non-GAAP)** | **​** | **​** **​** | **​** | ​ ​ | **​** |
| Average interest earning assets (e) | ​ | **$60,201,176** | **​** | $57,497,453 | **​** |
| ​ | ​ | **​** **​** | **​** | ​ ​ | **​** |
| Net interest income (f) | ​ | **​** **561,605** | **​** | ​ 544,547 | **​** |
| Net interest margin, non-TE ((f)\*/(e)) (GAAP) | ​ | **​** **3.78%** | **​** | ​ 3.84% | **​** |
| TE adjustment (g) | ​ | **​** **760** | **​** | ​ 784 | ​ |
| Net interest margin, TE (((f)+(g))\*/(e)) (Non-GAAP) | ​ | **​** **3.79%** | **​** | ​ 3.85% | **​** |

\* Annualized

### Analysis of Financial Condition

### Summary

Our total assets increased by approximately $781.8 million, or 1.2%, from December 31, 2025 to approximately $68.0 billion at March 31, 2026. Within total assets, cash and cash equivalents decreased by $305.4 million, or 9.6%, loans increased by $898.3 million or 1.8% and investment securities increased by $193.3 million, or 2.2% during the period. Within total liabilities, deposits grew $729.9 million, or 1.3%. Total shareholder’s equity decreased by $28.2 million, or 0.3%. The decrease in cash and cash equivalents was due to the funding of investment securities and loan growth in the first quarter of 2026. All categories of deposits increased during the first quarter of 2026 except for time deposits. The increase in loans was through organic growth. Our loan to deposit ratio was 89% and 88% at March 31, 2026 and December 31, 2025, respectively, while our percentage of non-interest-bearing deposit accounts to total deposits was 24% at both March 31, 2026 and December 31, 2025.

### Investment Securities

We use investment securities, our second largest category of earning assets, to generate interest income, provide liquidity, fund loan demand or deposit liquidation, and to pledge as collateral for public funds deposits, repurchase agreements, derivative exposures and to augment borrowing capacity at the Federal Reserve Bank of Atlanta, and the Federal Home Loan Bank of Atlanta. At March 31, 2026, investment securities totaled $8.9 billion, compared to $8.7 billion at December 31, 2025, an increase of $193.3 million, or 2.2%. During the three months ended March 31, 2026, we purchased $2.0 billion in available for sale investment securities mostly from reinvesting funds provided by the paydowns, maturities and calls of investment securities. There were no sales of available for sale or held to maturity securities during the quarter. The Company had maturities, redemptions, calls, and paydowns of investment securities totaling $1.7 billion and net amortization of premiums of $2.6 million. At March 31, 2026, approximately 73.3% of the investment portfolio was classified as available for sale, approximately 22.5% was classified as held to maturity and 4.2% was classified as other investments.

At March 31, 2026, the unrealized net loss of the available for sale securities portfolio was $438.8 million, or 6.3%, below its amortized cost basis, compared to an unrealized net loss of $382.8 million, or 5.7%, at December 31, 2025. At March 31, 2026, the unrealized net loss of the held to maturity securities portfolio was $323.1 million, or 16.1%, below its amortized cost basis, compared to an unrealized net loss of $315.2 million, or 15.4%, at December 31, 2025. The increase in the unrealized net loss in the available for sale investment portfolio of $56.0 and the held to maturity portfolio of $7.9 million was due to recent changes in market interest rates and lower expectations of future Federal Reserve Bank rate reductions.

The following is the combined amortized cost and fair value of investment securities available for sale and held for maturity, aggregated by credit quality indicator:

*(Dollars in thousands)*

| ​ ​ ​ March 31, 2026 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Amortized Cost ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Fair Value ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Unrealized Net Loss ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ AAA – A ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ Not Rated ​ ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| U.S. Government agencies | ​ | **$132,914** | **​** | **$116,022** | **​** | **$(16,892)** | **​** | **$132,914** | **​** | **$—** | ​ |
| Residential mortgage-backed securities issued by U.S. government | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ |
| agencies or sponsored enterprises \* | ​ | **​** **3,115,382** | **​** | **​** **2,791,676** | **​** | **​** **(323,706)** | **​** | **​** **90** | **​** | **​** **3,115,292** | ​ |
| Residential collateralized mortgage-obligations issued by U.S. government | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ |
| agencies or sponsored enterprises \* | ​ | **​** **2,520,155** | **​** | **​** **2,418,108** | **​** | **​** **(102,047)** | **​** | **​** **—** | **​** | **​** **2,520,155** | ​ |
| Commercial mortgage-backed securities issued by U.S. government | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ |
| agencies or sponsored enterprises \* | ​ | **1,380,029** | **​** | **​** **1,244,702** | **​** | **​** **(135,327)** | **​** | **​** **94,206** | **​** | **1,285,823** | ​ |
| State and municipal obligations | ​ | **1,191,625** | **​** | **​** **1,041,195** | **​** | **​** **(150,430)** | **​** | **​** **1,184,295** | **​** | **7,330** | ​ |
| Small Business Administration loan-backed securities | ​ | **613,327** | **​** | **​** **581,079** | **​** | **​** **(32,248)** | **​** | **​** **613,327** | **​** | **—** | ​ |
| Corporate securities | ​ | **​** **23,000** | **​** | **​** **21,704** | **​** | **​** **(1,296)** | **​** | **​** **—** | **​** | **​** **23,000** | ​ |
| ​ | ​ | **$8,976,432** | **​** | **$8,214,486** | **​** | **$(761,946)** | **​** | **$2,024,832** | **​** | **$6,951,600** | ​ |

\* Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (“CMO”) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities.

At March 31, 2026, we had 1,135 investment securities, including both available for sale and held to maturity in an unrealized loss position, which totaled $779.0 million. At December 31, 2025, we had 1,073 investment securities, including both available for sale and held to maturity, in an unrealized loss position, which totaled $737.2 million. The total number of investment securities with an unrealized loss position increased by 62, while the total dollar amount of the unrealized loss increased by$41.8 million The increase in the number of securities in a loss position and level of unrealized losses during the quarter was mainly due to recent changes in market interest rates and lower expectations of future Federal Reserve Bank rate reductions.

All investment securities in an unrealized loss position as of March 31, 2026, continue to perform as scheduled. We have evaluated the securities and have determined that the decline in fair value, relative to its amortized cost, is not due to credit-related factors. In addition, we have the ability and intent to hold these securities within the portfolio until maturity or until the value recovers, and we believe that it is more likely than not that we will not be required to sell these securities prior to recovery. We continue to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of our securities may be sold or would require a charge to earnings as a provision for credit losses in such periods. Any charges as a provision for credit losses related to investment securities could impact cash flow, tangible capital or liquidity. See Note 2 — Summary of Significant Accounting Policies and Note 4 — Securities for further discussion on the application of ASU 2016-13 on the investment securities portfolio.

As securities held for investment are purchased, they are designated as held to maturity or available for sale based upon our intent, which incorporates liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements. Although securities classified as available for sale may be sold from time to time to meet liquidity or other needs, it is not our normal practice to trade this segment of the investment securities portfolio. From time to time, the Bank may execute transactions to reposition the investment portfolio, as we did during the quarter ended March 31, 2025. Such activity has not expanded the broad asset classes used by the Bank. While management generally holds these assets on a long-term basis or until maturity, any short-term investments or securities available for sale could be converted at an earlier point, depending partly on changes in interest rates and alternative investment opportunities.

The following table presents a summary of our investment portfolio by contractual maturity and related yield as of March 31, 2026:

*(Dollars in thousands)*

| ​ ​ ​ Held to Maturity (amortized cost) | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Due In 1 Year or Less Amount ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ Yield ​ ​ ​ ​ ​ | ​ ​ ​ Due After 1 Thru 5 Years Amount ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ Yield ​ ​ ​ ​ ​ | ​ ​ ​ Due After 5 Thru 10 Years Amount ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ Yield ​ ​ ​ ​ ​ | ​ ​ ​ Due After 10 Years Amount ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ Yield ​ ​ ​ ​ ​ | ​ ​ ​ ​ Total Amount ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Yield ​ ​ |
| --- | --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | --- | ---: |
| U.S. Government agencies | ​ | **$—** **​** | **—%** | **$32,928** **​** | **1.89%** | **$99,986** **​** | **1.68%** | **$—** **​** | **—%** | **$132,914** | **​** | **1.73%** |
| Residential mortgage-backed securities issued by U.S. government | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| agencies or sponsored enterprises | ​ | **​** **—** **​** | **—** **​** | **​** **58,886** **​** | **2.08** **​** | **​** **120,205** **​** | **1.26** **​** | **​** **944,761** **​** | **1.91** **​** | **​** **1,123,852** | **​** | **1.85** **​** |
| Residential collateralized mortgage-obligations issued by U.S. government | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| agencies or sponsored enterprises | ​ | **​** **—** **​** | **—** **​** | **​** **—** **​** | **—** **​** | **​** **—** **​** | **—** **​** | **​** **372,106** **​** | **2.53** **​** | **​** **372,106** | **​** | **2.53** **​** |
| Commercial mortgage-backed securities issued by U.S. government | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| agencies or sponsored enterprises | ​ | **​** **—** **​** | **—** **​** | **​** **89,149** **​** | **1.05** **​** | **​** **121,563** **​** | **1.62** **​** | **​** **121,907** **​** | **1.92** **​** | **​** **332,619** | **​** | **1.58** **​** |
| Small Business Administration loan-backed securities | ​ | **​** **—** **​** | **—** **​** | **​** **—** **​** | **—** **​** | **​** **—** **​** | **—** **​** | **​** **45,758** **​** | **1.20** **​** | **​** **45,758** |  | **1.20** **​** |
| Total held to maturity | ​ | **$—** | **—%** | **$180,963** | **1.54%** | **$341,754** | **1.51%** | **$1,484,532** | **2.04%** | **$2,007,249** |  | **1.91%** |
| **Available for Sale (fair value)** | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| Residential mortgage-backed securities issued by U.S. government | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| agencies or sponsored enterprises | ​ | **$119** **​** | **2.46%** | **$6,030** **​** | **2.17%** | **$123,821** **​** | **3.30%** | **$1,719,128** **​** | **3.56%** | **$1,849,098** | **​** | **3.55%** |
| Residential collateralized mortgage-obligations issued by U.S. government | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| agencies or sponsored enterprises | ​ | **​** **350** **​** | **2.54** **​** | **​** **1,001** **​** | **2.28** **​** | **​** **83,265** **​** | **4.85** **​** | **​** **2,019,939** **​** | **4.58** **​** | **​** **2,104,555** | **​** | **4.60** **​** |
| Commercial mortgage-backed securities issued by U.S. government | ​ | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** **​** | **​** **​** | **​** **​** | **​** | **​** **​** |
| agencies or sponsored enterprises | ​ | **​** **2,353** **​** | **4.28** **​** | **​** **346,583** **​** | **3.99** **​** | **​** **451,266** **​** | **3.35** **​** | **​** **170,109** **​** | **1.84** **​** | **​** **970,311** | **​** | **3.23** **​** |
| State and municipal obligations | ​ | **9,729** **​** | **3.41** **​** | **26,959** **​** | **3.12** **​** | **225,551** **​** | **2.74** **​** | **778,956** **​** | **3.34** **​** | **1,041,195** |  | **3.21** **​** |
| Small Business Administration loan-backed securities | ​ | **6,541** **​** | **2.50** **​** | **9,415** **​** | **3.94** **​** | **188,035** **​** | **4.24** **​** | **339,494** **​** | **3.25** **​** | **543,485** |  | **3.61** **​** |
| Corporate securities | ​ | **—** **​** | **—** **​** | **9,998** **​** | **6.73** **​** | **11,706** **​** | **4.29** **​** | **—** **​** | **—** **​** | **21,704** |  | **5.35** **​** |
| Total available for sale | ​ | **$19,092** **​** | **3.18%** | **$399,986** **​** | **3.96%** | **$1,083,644** **​** | **3.50%** | **$5,027,626** **​** | **3.86%** | **$6,530,348** | **​** | **3.80%** |
| Total other investments | ​ | **$—** **​** | **—%** | **$—** **​** | **—%** | **$—** **​** | **—%** | **$370,924** **​** | **2.37%** | **$370,924** |  | **2.37%** |
| Total investment securities | ​ | **$19,092** | **3.18%** | **$580,949** | **3.21%** | **$1,425,398** | **3.02%** | **$6,883,082** | **3.39%** | **$8,908,521** |  | **3.30%** |
| Percent of total | ​ | **1%** | **​** **​** | **5%** | **​** **​** | **13%** | **​** **​** | **81%** | **​** **​** | **​** **​** | **​** | **​** **​** |
| Cumulative percent of total | ​ | **1%** | **​** **​** | **5%** | **​** **​** | **19%** | **​** **​** | **100%** | **​** **​** | **​** **​** | **​** | **​** **​** |

(1) Yields on tax exempt income have been presented on a taxable equivalent basis in the table above.

(2) FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.”

(3) The total values presented in the table above represent total fair value for available for sale and amortized cost for held to maturity.

Approximately 86.5% (based on amortized cost) of the investment portfolio (excluding other investment securities) is comprised of U.S. Treasury securities, U.S. Government agency securities, and U.S. Government Agency Mortgage-backed securities. These securities may be pledged to the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta Discount Window. Approximately 13.3% (based on amortized cost) of the investment portfolio (excluding other investment securities) is comprised of municipal securities. A portion of the municipal bond portfolio may be pledged to the Federal Home Loan Bank of Atlanta subject to their credit approval. Approximately 99% of the municipal bond portfolio has ratings in the Single A, Double A or Triple A category.

As of March 31, 2026, the portfolio had an effective duration of 4.65 years. We continue to monitor duration risk and seek to align actual duration with the target range.

The following table presents a summary of our investment portfolio duration for the periods presented:

*(Dollars in thousands, duration in years)*

| ​ ​ Held to Maturity (amortized cost) | ​ ​ ​ ​ ​ ​ | ​ ​ March 31, 2026 Amount ​ ​ | ​ ​ ​ ​ ​ | ​ Duration ​ | ​ ​ ​ ​ ​ ​ | ​ ​ December 31, 2025 Amount ​ ​ | ​ ​ ​ ​ ​ | ​ Duration ​ | ​ ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- |
| U.S. Government agencies | ​ | **$132,914** | **​** | **5.34** | ​ | $132,913 | ​ | 5.62 | ​ |
| Residential mortgage-backed securities issued by U.S. government | ​ | **​** **​** | **​** | **​** | ​ | ​ ​ | ​ | ​ | ​ |
| agencies or sponsored enterprises | ​ | **​** **1,123,852** | **​** | **6.06** | ​ | ​ 1,153,024 | ​ | 6.06 | ​ |
| Residential collateralized mortgage-obligations issued by U.S. government | ​ | **​** **​** | **​** | **​** | ​ | ​ ​ | ​ | ​ | ​ |
| agencies or sponsored enterprises | ​ | **​** **372,106** | **​** | **6.60** | ​ | ​ 379,107 | ​ | 6.63 | ​ |
| Commercial mortgage-backed securities issued by U.S. government | ​ | **​** **​** | **​** | **​** | ​ | ​ ​ | ​ | ​ | ​ |
| agencies or sponsored enterprises | ​ | **​** **332,619** | **​** | **4.89** | ​ | ​ 336,910 | ​ | 5.05 | ​ |
| Small Business Administration loan-backed securities | ​ | **​** **45,758** | **​** | **5.75** | ​ | ​ 46,076 | ​ | 5.99 | ​ |
| Total held to maturity | ​ | **$2,007,249** | **​** | **5.91** | ​ | $2,048,030 | ​ | 5.97 | ​ |
| **Available for Sale (fair value)** | ​ | **​** **​** | **​** | **​** | ​ | **​** **​** | **​** | **​** | ​ |
| Residential mortgage-backed securities issued by U.S. government | ​ | **​** **​** | **​** | **​** | ​ | ​ ​ | ​ | ​ | ​ |
| agencies or sponsored enterprises | ​ | **$1,849,098** | **​** | **4.33** | ​ | $1,698,108 | ​ | 4.43 | ​ |
| Residential collateralized mortgage-obligations issued by U.S. government | ​ | **​** **​** | **​** | **​** | ​ | ​ ​ | ​ | ​ | ​ |
| agencies or sponsored enterprises | ​ | **​** **2,104,555** | **​** | **2.66** | ​ | ​ 2,185,584 | ​ | 2.54 | ​ |
| Commercial mortgage-backed securities issued by U.S. government | ​ | **​** **​** | **​** | **​** | ​ | ​ ​ | ​ | ​ | ​ |
| agencies or sponsored enterprises | ​ | **​** **970,311** | **​** | **4.18** | ​ | ​ 832,449 | ​ | 4.55 | ​ |
| State and municipal obligations | ​ | **1,041,195** |  | **8.27** | ​ | 1,007,412 |  | 7.79 | ​ |
| Small Business Administration loan-backed securities | ​ | **543,485** | **​** | **2.24** | ​ | 568,433 | ​ | 2.19 | ​ |
| Corporate securities | ​ | **21,704** | **​** | **0.42** | ​ | 21,770 | ​ | 0.51 | ​ |
| Total available for sale | ​ | **$6,530,348** | **​** | **4.28** | ​ | $6,313,756 | ​ | 4.22 | ​ |

### Other Investments

Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of March 31, 2026, we determined that there was no impairment on our other investment securities. As of March 31, 2026, other investment securities represented approximately $370.9 million, or 0.55% of total assets, and primarily consists of FHLB and FRB stock which totals to approximately $252.5 million, or 0.37% of total assets. There were no gains or losses on the sales of these securities for three months ended March 31, 2026 and 2025, respectively.

### Trading Securities

We have a trading portfolio associated with our Correspondent Banking Division and its subsidiary SouthState Securities. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Markets Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries and mortgage-backed agency securities, which are held for short periods of time and totaled $117.6 million and $110.2 million at March 31, 2026, and December 31, 2025.

### Loans Held for Sale

The balance of loans held for sale decreased $17.4 million from December 31, 2025 to $327.9 million at March 31, 2026. Loans held for sale at March 31, 2026, and December 31, 2025 consisted of mortgage and SBA loans held for sale.

The Company purchases the guaranteed portions of SBA loans from third-party originators with the intent to aggregate the guaranteed portion of the SBA loans into pools with similar characteristics to create a security representing an interest in those pools through the SBA’s fiscal transfer agent. SBA loans held for sale totaled $279.8 million at March 31, 2026 compared to $283.9 million at December 31, 2025. See Note 19 — SBA Loans Held for Sale for more information.

Mortgage loans held for sale totaled $48.1 million at March 31, 2026, a decrease from $61.4 million at December 31, 2025. Total mortgage production was $661 million in the first quarter of 2026. This compares to $741 million in the fourth quarter of 2025 and $459 million in the first quarter of 2025. Mortgage production has remained relatively stable in the first quarter of 2026 as mortgage rates declined slightly through most of the quarter. However, mortgage rates increased the last half of March 2026 in reaction to the economic effects of the conflict in the Middle East. The percentage of mortgage production sold into the secondary market remained flat at 28% for the first quarter of 2026 compared to the fourth quarter of 2025 and declined from 56% in the first quarter of 2025. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate over time.

### Loans

The following table presents a summary of the loan portfolio by category (excludes loans held for sale):

*(Dollars in thousands)*

| ​ LOAN PORTFOLIO Acquired loans: Acquired - non-purchased credit deteriorated loans: | ​ ​ ​ ​ ​ | ​ ​ March 31, 2026 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ % of ​ Total ​ ​ ​ ​ ​ | ​ ​ December 31, 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ % of ​ Total ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | ---: |
| Construction and land development | ​ | **$523,434** | **​** | **1.1%** | $580,657 | ​ | 1.2% |
| Commercial non-owner-occupied | ​ | ​ **4,633,005** | **​** | **9.4%** | ​ 4,766,211 | ​ | 9.9% |
| Commercial owner-occupied real estate | ​ | ​ **1,918,673** | **​** | **3.9%** | ​ 1,982,641 | ​ | 4.1% |
| Consumer owner-occupied | ​ | ​ **1,129,938** | **​** | **2.3%** | ​ 1,171,043 | ​ | 2.4% |
| Home equity loans | ​ | ​ **196,723** | **​** | **0.4%** | ​ 209,048 | ​ | 0.5% |
| Commercial and industrial | ​ | ​ **1,619,908** | **​** | **3.3%** | ​ 1,789,588 | ​ | 3.7% |
| Other income producing property | ​ | ​ **636,769** | **​** | **1.3%** | ​ 672,593 | ​ | 1.4% |
| Consumer non real estate | ​ | ​ **55,935** | **​** | **0.1%** | ​ 60,528 | ​ | 0.1% |
| Other | ​ | ​ **104** | **​** | **—%** | ​ 105 | ​ | —% |
| Total acquired - non-purchased credit deteriorated loans | ​ | ​ **10,714,489** | **​** | **21.8%** | ​ 11,232,414 | ​ | 23.1% |
| Acquired - purchased credit deteriorated loans (PCD): | ​ | ​ **​** | **​** | **​** **​** | ​ ​ | ​ | ​ ​ |
| Construction and land development | ​ | ​ **78,204** | ​ | **0.2%** | ​ 106,815 | ​ | 0.2% |
| Commercial non-owner-occupied | ​ | ​ **1,884,766** | ​ | **3.8%** | ​ 1,960,076 | ​ | 4.0% |
| Commercial owner-occupied real estate | ​ | ​ **469,912** | ​ | **0.9%** | ​ 486,118 | ​ | 1.0% |
| Consumer owner-occupied | ​ | ​ **179,995** | ​ | **0.4%** | ​ 186,905 | ​ | 0.4% |
| Home equity loans | ​ | ​ **18,119** | ​ | **—%** | ​ 18,797 | ​ | —% |
| Commercial and industrial | ​ | ​ **121,297** | ​ | **0.2%** | ​ 148,089 | ​ | 0.3% |
| Other income producing property | ​ | ​ **45,756** | ​ | **0.1%** | ​ 49,090 | ​ | 0.1% |
| Consumer non real estate | ​ | ​ **20,311** | ​ | **—%** | ​ 21,609 | ​ | —% |
| Total acquired - purchased credit deteriorated loans (PCD) | ​ | ​ **2,818,360** | ​ | **5.6%** | ​ 2,977,499 | ​ | 6.1% |
| Total acquired loans | ​ | ​ **13,532,849** | ​ | **27.4%** | ​ 14,209,913 | ​ | 29.2% |
| Non-acquired loans: | ​ | ​ **​** | **​** | **​** ​ | ​ ​ | ​ | ​ ​ |
| Construction and land development | ​ | ​ **1,991,270** | **​** | **4.0%** | ​ 1,860,888 | ​ | 3.8% |
| Commercial non-owner-occupied | ​ | ​ **10,579,967** | **​** | **21.4%** | ​ 9,925,473 | ​ | 20.4% |
| Commercial owner-occupied real estate | ​ | ​ **5,282,950** | **​** | **10.7%** | ​ 5,108,232 | ​ | 10.5% |
| Consumer owner-occupied | ​ | ​ **7,407,899** | **​** | **15.0%** | ​ 7,260,486 | ​ | 14.9% |
| Home equity loans | ​ | ​ **1,641,223** | **​** | **3.3%** | ​ 1,603,944 | ​ | 3.3% |
| Commercial and industrial | ​ | ​ **7,644,721** | **​** | **15.4%** | ​ 7,243,731 | ​ | 14.9% |
| Other income producing property | ​ | ​ **518,675** | **​** | **1.0%** | ​ 510,470 | ​ | 1.1% |
| Consumer non real estate | ​ | ​ **847,167** | **​** | **1.7%** | ​ 873,129 | ​ | 1.8% |
| Other | ​ | ​ **50,062** | **​** | **0.1%** | ​ 2,261 | ​ | —% |
| Total non-acquired loans | ​ | ​ **35,963,934** | **​** | **72.6%** | ​ 34,388,614 | ​ | 70.8% |
| Total loans (net of unearned income) | ​ | **$49,496,783** | **​** | **100.0%** | $48,598,527 | ​ | 100.0% |

Total loans, net of deferred loan costs and fees (excluding mortgage loans held for sale), increased by $898.3 million to $49.5 billion at March 31, 2026. Our non-acquired loan portfolio increased by $1.6 billion, or 18.6% annualized, driven by organic growth and the migration of loans from acquired loans as they renew. Commercial non-owner-occupied loans, commercial and industrial loans, commercial owner-occupied real estate loans, consumer owner-occupied loans, construction and land development loans, home equity loans and other income producing loans led the way with $654.5 million, $401.0 million, $174.7 million, $147.4 million, $130.4 million, $37.3 million and $8.2 million in year-to-date loan growth, respectively, or 26.7%, 22.5%, 13.9%, 8.2%, 28.4%, 9.4% and 6.5% annualized growth, respectively. The acquired loan portfolio decreased by $677.1 million. This decline in acquired loans was due to paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio. The main categories that declined were commercial non-owner-occupied loans, commercial and industrial loans, construction and land development loans, commercial owner-occupied real estate loans, consumer owner-occupied loans and other income producing property loans which decreased by $208.5 million, $196.5 million, $85.8 million, $80.2 million, $48.0 million and $39.2 million, respectively, during the quarter. Acquired loans as a percentage of total loans decreased to 27.4% and non-acquired loans as a percentage of the overall portfolio increased to 72.6% at March 31, 2026. This compares to acquired loans as a percentage of total loans of 29.2% and non-acquired loans as a percentage of total loans of 70.8% at December 31, 2025.

Total commercial non-owner-occupied loans of $17.1 billion, approximately 34.5% of the total loans held for investment, was the largest category of the loan portfolio as of March 31, 2026. As of March 31, 2026, approximately 94% of the commercial non-owner-occupied portfolio was located within the Company’s footprint. Of the $17.1 billion, approximately $1.8 billion, or 4% of the total loans, represented our office segment. Approximately 95% of the office segment was located in the Company’s footprint.

The following table presents the top eight loan segments of the commercial non-owner-occupied loan category (excluding loans held for sale). The loan segments in the table below are determined by the call code, used for the Bank’s regulatory reporting requirements issued by the FDIC for the FFIEC 041, also referred to as the Call Report.

*(Dollars in thousands)*

| ​ Commercial Non-Owner-Occupied Loans March 31, 2026 Loan Type: | ​ ​ ​ ​ ​ | ​ ​ Net Book Balance (1) ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Average Loan Size ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Weighted-Average ​ Loan-to-Value (3) ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ % of ​ Non-Accrual ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ % of Substandard & ​ Accruing ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ % of ​ Special Mention ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Retail | **​** | **$4,707,339** | **​** | **$2,352** | **​** | **59%** | **​** | **0.10%** | **​** | **1.94%** | **​** | **1.57%** | **​** |
| Multifamily | **​** | **​** **2,677,091** | **​** | **​** **3,972** | **​** | **57%** | **​** | **1.12%** | **​** | **26.78%** | **​** | **10.92%** | **​** |
| Warehouse/Industrial | **​** | **​** **2,627,143** | **​** | **​** **2,271** | **​** | **57%** | **​** | **0.03%** | **​** | **6.35%** | **​** | **3.04%** | **​** |
| Office | **​** | **​** **1,795,492** | **​** | **​** **1,619** | **​** | **55%** | **​** | **0.72%** | **​** | **8.54%** | **​** | **2.83%** | **​** |
| Hotel | **​** | **​** **1,423,708** | **​** | **​** **5,476** | **​** | **56%** | **​** | **0.59%** | **​** | **2.13%** | **​** | **2.66%** | **​** |
| Other | **​** | **​** **1,101,286** | **​** | **​** **1,963** | **​** | **54%** | **​** | **—%** | **​** | **5.04%** | **​** | **1.07%** | **​** |
| Medical | **​** | **​** **958,347** | **​** | **​** **2,120** | **​** | **54%** | **​** | **—%** | **​** | **2.39%** | **​** | **1.05%** | **​** |
| Self Storage | **​** | **​** **702,885** | **​** | **​** **3,480** | **​** | **64%** | **​** | **—%** | **​** | **9.20%** | **​** | **4.86%** | **​** |

(1) Net book balance in each segment that represents 2% or more of commercial non-owner-occupied portfolio as of March 31, 2026.

### Allowance for Credit Losses (“ACL”) on Loans and Certain Off-Balance-Sheet Credit Exposures

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized. Please see Note 1 — Summary of Significant Accounting Policies, under the “ACL – Loans” section, of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2 — Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL on loans.

Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by management to determine the best estimate within the range of expected credit losses. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data, such as gross domestic product growth, monetary and fiscal policy, inflation, supply chain issues and global events like the Russian/Ukraine conflict, unrest in middle east, and changes in global trade policy, as well as the volatility and magnitude of changes within those scenarios quarter over quarter, and consideration of conditions within the Bank’s operating environment and geographic area. Additional forecast scenarios may be weighted along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, periods of instability can likewise require management to adjust the selection of scenarios and weightings, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally uses an eight-quarter forecast and a four-quarter reversion period.

There are several headwinds that continue to weigh on the economy, though the U.S. has thus far avoided a recession. Management continues to use a blended forecast scenario of the baseline, upside, and more severe scenario, depending on the circumstances and economic outlook. For the quarter ending March 31, 2026, management selected a baseline weighting of 40%, an upside scenario weighting of 20% and a more severe scenario weighting of 40%. Scenario weightings are generally expected to remain stable but are reviewed on a quarterly basis. The more severe scenario weighting increased by 5%, and the upside scenario decreased by 5%, to reflect events occurring subsequent to and not captured in the otherwise improved economic forecast, around the conflict in Iran and the market reaction to military escalation. Without a shift, the forecast changes inferred a level of economic improvement that does not align with Management’s outlook, which includes continued recognition of downside risks and elevated uncertainty in the economic forecast from high interest rates, inflation, lack of clarity on trade impacts from policy and geopolitical conflicts, and tightening credit conditions. Employment resilience and improvement in the commercial real estate markets kept expected losses largely stable. The Company recorded a total provision for credit losses of $10.8 million for the first quarter of 2026.

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. Please see MD&A, under the “Financial Condition”, “Allowance for Credit Losses (“ACL”)” section, of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2 — Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL on certain off-balance-sheet credit exposures.

As of March 31, 2026, the balance of the ACL was $585.9 million or 1.18% of total loans. The ACL increased $0.7 million from the balance of $585.2 million recorded at December 31, 2025. The net increase during the first quarter of 2026 included an $11.2 million provision for credit loss and $10.5 million in net charge-offs. During the three months ended March 31, 2026, the Company recorded a provision for credit losses based on loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks.

At March 31, 2026, the Company had a reserve for unfunded commitments of $69.2 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $69.6 million at December 31, 2025. The decrease of $0.4 million was recorded in Provision for Credit Losses on the Consolidated Statements of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financial assets during the first three months of 2026.

The ACL provides 1.94 times coverage of nonperforming loans at March 31, 2026. Net charge-offs to the total average loans during the three months ended March 31, 2026 were 0.09%. We continued to experience solid and stable asset quality numbers and ratios as of March 31, 2026.

The following table provides the allocation of expected credit losses by loan segment and each loan segment as a percentage of the total loan portfolio as of March 31, 2026:

*(Dollars in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ March 31, 2026 Amount | ​ ​ ​ ​ | ​ ​ %\* | ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- |
| Residential Mortgage Senior | **​** | **$58,959** |  | **19.6%** | **​** |
| Residential Mortgage Junior | **​** | **​** **1,384** |  | **0.1%** | **​** |
| Revolving Mortgage | **​** | **​** **13,766** |  | **3.9%** | **​** |
| Residential Construction | **​** | **​** **8,182** |  | **1.2%** | **​** |
| Other Construction and Development | **​** | **​** **46,541** |  | **3.9%** | **​** |
| Consumer | **​** | **​** **17,786** |  | **1.9%** | **​** |
| Multifamily | **​** | **​** **55,862** | **​** | **5.4%** | **​** |
| Municipal | **​** | **​** **1,917** | **​** | **1.9%** | **​** |
| Owner-Occupied Commercial Real Estate | **​** | **​** **76,799** | **​** | **15.5%** | **​** |
| Non-Owner-Occupied Commercial Real Estate | **​** | **​** **188,146** | **​** | **29.0%** | ​ |
| Commercial and Industrial | **​** | **​** **116,540** |  | **17.6%** | ​ |
| Total | **​** | **$585,882** |  | **100.0%** | ​ ​ ​ |

\* Loan balance in each category expressed as a percentage of total loans.

The following table presents a summary of net charge-off ratios (annualized) by loan segment, for the quarters ended March 31, 2026 and 2025:

*(Dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 Net Recovery (Charge-Off) | ​ ​ | ​ ​ Average Balance | ​ ​ | ​ ​ Net Recovery (Charge-Off) Ratio | ​ ​ ​ ​ ​ | ​ ​ March 31, 2025 Net Recovery (Charge-Off) | ​ ​ | ​ ​ Average Balance | ​ ​ | ​ ​ Net Recovery (Charge-Off) Ratio |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Residential Mortgage Senior | **​** | **$(1,533)** | ​ | **$9,622,267** | ​ | **(0.06)%** | **​** | $(368) | ​ | $9,719,220 | ​ | (0.02)% |
| Residential Mortgage Junior | **​** | **93** | **​** | **46,447** | **​** | **0.81%** | **​** | 11 | ​ | 41,030 | ​ | 0.11% |
| Revolving Mortgage | **​** | **233** | **​** | **1,919,650** | **​** | **0.05%** | **​** | 151 | ​ | 1,946,671 | ​ | 0.03% |
| Residential Construction | **​** | **—** | **​** | **594,255** | **​** | **—%** | **​** | — | ​ | 647,257 | ​ | —% |
| Other Construction and Development | **​** | **(112)** | **​** | **1,909,344** | **​** | **(0.02)%** | **​** | 98 | ​ | 2,640,423 | ​ | 0.02% |
| Consumer | **​** | **(1,247)** | **​** | **936,549** | **​** | **(0.54)%** | **​** | (3,298) | ​ | 1,223,549 | ​ | (1.09)% |
| Multifamily | **​** | **​** **16** | **​** | **​** **2,735,779** | **​** | **0.00%** | **​** | ​ — | ​ | ​ 2,361,507 | ​ | —% |
| Municipal | **​** | **​** **—** | **​** | **​** **923,945** | **​** | **—%** | **​** | ​ — | ​ | ​ 917,205 | ​ | —% |
| Owner-Occupied Commercial Real Estate | **​** | **​** **(11)** | **​** | **​** **7,576,814** | **​** | **(0.00)%** | **​** | ​ (1,456) | ​ | ​ 7,623,351 | ​ | (0.08)% |
| Non-Owner-Occupied Commercial Real Estate | **​** | **​** **8** | **​** | **​** **14,063,588** | **​** | **0.00%** | ​ | ​ (13,460) | ​ | ​ 12,118,854 | ​ | (0.45)% |
| Commercial and Industrial | **​** | **(7,960)** | **​** | **8,547,018** | **​** | **(0.38)%** | ​ | (25,547) | ​ | 7,557,978 | ​ | (1.37)% |
| Total | **​** | **$(10,513)** | **​** | **$48,875,656** | **​** | **(0.09)%** | ​ ​ ​ | $(43,869) | ​ | $46,797,045 | ​ | (0.38)% |

The following table presents a summary of the changes in the ACL, for the three months ended March 31, 2026, and 2025:

*(Dollars in thousands)*

| ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2026 Non-PCD ​ Loans ​ | ​ ​ PCD Loans | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Total | ​ ​ ​ ​ | ​ ​ ​ 2025 Non-PCD ​ Loans ​ | ​ ​ PCD Loans | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Total | ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at beginning of period | ​ | **$516,041** **​** | **$69,156** | **​** | **$585,197** | ​ | $444,959 ​ | $20,321 | ​ | $465,280 | ​ |
| Allowance adjustment - FMV for Independent acquisition | ​ | **​** **—** **​** | **​** **—** | **​** | **​** **—** | ​ | ​ — ​ | ​ 118,643 | ​ | ​ 118,643 | ​ |
| Initial Allowance for Non-PCD loans acquired during period | ​ | **​** **—** **​** | **​** **—** | **​** | **​** **—** | ​ | ​ 79,971 ​ | ​ **—** | ​ | ​ 79,971 | ​ |
| Independent Day 1 PCD loan net charge-offs | ​ | **​** **—** **​** | **​** **—** | **​** | **​** **—** | ​ | ​ **—** ​ | ​ (39,429) | ​ | ​ (39,429) | ​ |
| Loans charged off | ​ | **​** **(13,595)** **​** | **​** **(839)** | **​** | **​** **(14,434)** | ​ | ​ (7,024) ​ | ​ (398) | ​ | ​ (7,422) | ​ |
| Recoveries of loans previously charged off | ​ | **​** **3,033** **​** | **​** **888** | **​** | **​** **3,921** | ​ | ​ 1,636 ​ | ​ 1,346 | ​ | ​ 2,982 | ​ |
| Net (charge-offs) recoveries | ​ | **​** **(10,562)** **​** | **​** **49** | **​** | **​** **(10,513)** | ​ | ​ (5,388) ​ | ​ (38,481) | ​ | ​ (43,869) | ​ |
| Provision (recovery) for credit losses | ​ | **​** **15,140** **​** | **​** **(3,942)** | **​** | **​** **11,198** | ​ | ​ 7,073 ​ | ​ (3,408) | ​ | ​ 3,665 | ​ |
| Balance at end of period | ​ | **$520,619** **​** | **$65,263** | **​** | **$585,882** | ​ | $526,615 ​ | $97,075 | ​ | $623,690 | ​ |
| ​ | ​ | **​** **​** **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ |
| Total loans, net of unearned income: | ​ | **​** **​** **​** | **​** **​** | **​** | **​** **​** | ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ |
| At period end | ​ | **$49,496,783** **​** | **​** **​** | **​** | **​** **​** | ​ | $46,766,732 ​ | ​ ​ | ​ | ​ ​ | ​ |
| Average | ​ | **​** **48,875,656** **​** | **​** **​** | **​** | **​** **​** | ​ | ​ 46,797,045 ​ | ​ ​ | ​ | ​ ​ | ​ |
| Net charge-offs as a percentage of average loans (annualized) | ​ | ​ **0.09%** | ​ **​** | **​** | **​** **​** | ​ | ​ 0.38% | ​ ​ | ​ | ​ ​ | ​ |
| Allowance for credit losses as a percentage of period end loans | ​ | ​ **1.18%** | ​ **​** | **​** | **​** **​** | ​ | ​ 1.33% | ​ ​ | ​ | ​ ​ | ​ |
| Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”) | ​ | ​ **193.96%** | ​ **​** | **​** | **​** **​** | ​ | ​ 229.15% | ​ ​ | ​ | ​ ​ | ​ |

### Nonperforming Assets (“NPAs”)

The following table summarizes our nonperforming assets for the past five quarters:

*(Dollars in thousands)*

| ​ ​ Non-acquired: | ​ ​ ​ ​ ​ ​ | ​ ​ ​ March 31, 2026 ​ ​ ​ | ​ ​ ​ December 31, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ September 30, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ June 30, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ March 31, ​ ​ ​ 2025 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Nonaccrual loans | ​ | **$159,011** **​** | $157,662 ​ | $141,409 ​ | $132,313 ​ | $144,079 ​ |
| Accruing loans past due 90 days or more | ​ | **​** **6,915** **​** | ​ **2,997** ​ | ​ 4,352 ​ | ​ 3,687 ​ | ​ 3,273 ​ |
| Modified loans to a borrower experiencing financial difficulty - nonaccrual | ​ | **​** **18,147** **​** | ​ **4,313** ​ | ​ 5,342 ​ | ​ 9,597 ​ | ​ 7,594 ​ |
| Total non-acquired nonperforming loans | ​ | **​** **184,073** **​** | ​ **164,972** ​ | ​ 151,103 ​ | ​ 145,597 ​ | ​ 154,946 ​ |
| Other real estate owned (“OREO”) (1) (6) | ​ | **​** **7,971** **​** | ​ **4,961** ​ | ​ 11,404 ​ | ​ 16,842 ​ | ​ 1,570 ​ |
| Other nonperforming assets (2) | ​ | **​** **368** **​** | ​ **312** ​ | ​ 566 ​ | ​ 446 ​ | ​ 720 ​ |
| Total nonperforming assets excluding acquired assets | ​ | **​** **192,412** **​** | ​ **170,245** ​ | ​ 163,073 ​ | ​ 162,885 ​ | ​ 157,236 ​ |
| **Acquired:** | ​ | **​** **​** **​** | ​ **​** ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Nonaccrual loans (3) | ​ | **​** **106,922** **​** | ​ **129,402** ​ | ​ 143,839 ​ | ​ 145,423 ​ | ​ 110,474 ​ |
| Accruing loans past due 90 days or more | ​ | **​** **1,986** **​** | ​ **1,944** ​ | ​ 891 ​ | ​ 707 ​ | ​ 537 ​ |
| Modified loans to a borrower experiencing financial difficulty - nonaccrual | ​ | **​** **9,080** **​** | ​ **5,778** ​ | ​ 5,856 ​ | ​ 6,043 ​ | ​ 6,217 ​ |
| Total acquired nonperforming loans | ​ | **​** **117,988** **​** | ​ **137,124** ​ | ​ 150,586 ​ | ​ 152,173 ​ | ​ 117,228 ​ |
| Acquired OREO (1) (7) | ​ | **​** **18,090** **​** | ​ **3,810** ​ | ​ 7,015 ​ | ​ 8,728 ​ | ​ 5,899 ​ |
| Other acquired nonperforming assets (2) | ​ | **​** **65** **​** | ​ **91** ​ | ​ 132 ​ | ​ 55 ​ | ​ 77 ​ |
| Total acquired nonperforming assets | ​ | **​** **136,143** **​** | **​** **141,025** ​ | ​ 157,733 ​ | ​ 160,956 ​ | ​ 123,204 ​ |
| Total nonperforming assets | ​ | **$328,555** **​** | $311,270 ​ | $320,806 ​ | $323,841 ​ | $280,440 ​ |
| ​ | ​ | **​** **​** **​** | **​** **​** ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Excluding Acquired Assets** | ​ | **​** **​** **​** | **​** **​** ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Total nonperforming assets as a percentage of total loans and repossessed assets (4) | ​ | **​** **0.53%** | **​** 0.49% | ​ 0.50% | ​ 0.52% | ​ 0.52% |
| Total nonperforming assets as a percentage of total assets (5) | ​ | **​** **0.28%** | **​** 0.25% | ​ 0.25% | ​ 0.25% | ​ 0.24% |
| Nonperforming loans as a percentage of period end loans (4) | ​ | **​** **0.51%** | **​** 0.48% | ​ 0.46% | ​ 0.46% | ​ 0.52% |
| ​ | ​ | **​** ​ **​** | **​** ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Including Acquired Assets** | ​ | **​** ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Total nonperforming assets as a percentage of total loans and repossessed assets (4) | ​ | **​** **0.66%** | **​** 0.64% | ​ 0.67% | ​ 0.68% | ​ 0.60% |
| Total nonperforming assets as a percentage of total assets (5) | ​ | **​** **0.48%** | **​** 0.46% | ​ 0.49% | ​ 0.49% | ​ 0.43% |
| Nonperforming loans as a percentage of period end loans (4) | ​ | **​** **0.61%** | **​** 0.62% | ​ 0.63% | ​ 0.63% | ​ 0.58% |

(1) Consists of real estate acquired as a result of foreclosure.

(2) Consists of non-real estate foreclosed assets, such as repossessed vehicles.

(3) Includes nonaccrual loans that are purchase credit deteriorated (PCD loans).

(4) Loan data excludes mortgage loans held for sale.

(5) For purposes of this calculation, total assets include all assets (both acquired and non-acquired).

(6) Excludes non-acquired bank properties held for sale of $0, $0, $8.6 million, $900,000, and $2.9 million as of March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025 and March 31, 2025, respectively.

(7) Excludes acquired bank properties held for sale of $0, $0, $0, $78.5 million, and $72.0 million as of March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025 and March 31, 2025, respectively.

Total nonperforming assets were $328.6 million, or 0.66% of total loans and repossessed assets, at March 31, 2026, an increase of $17.3 million, or 5.6%, from December 31, 2025. Total nonperforming loans were $302.1 million at both March 31, 2026 and December 31, 2025, or 0.61% and 0.62% of total loans, respectively. Non-acquired nonperforming loans increased by $19.1 million from December 31, 2025. The increase in non-acquired nonperforming loans was driven primarily by an increase in consumer nonaccrual loans of $5.3 million, an increase in modified loans to a borrower experiencing financial difficulty of $13.8 million, an increase in accruing loans past due 90 days or more of $3.9 million, offset by a decline in commercial nonaccrual loans of $3.9 million. Acquired nonperforming loans declined $19.1 million from December 31, 2025. The decrease in the acquired nonperforming loan balances was due primarily to a decrease in commercial nonaccrual loans of $22.1 million, offset by an increase in modified loans to a borrower experiencing financial difficulty of $3.3 million. The majority of the decrease in acquired commercial nonaccrual loans was due to one commercial non-owner occupied loan moving to OREO.

### Interest-Bearing Liabilities

Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, securities sold under agreements to repurchase and other borrowings. Interest-bearing transaction accounts include NOW, HSA, Interest on Layers’ Trust Accounts (“IOLTA”), and Market Rate checking accounts.

Total interest-bearing deposits increased by $454.8 million, or 4.4% annualized, to $42.2 billion at March 31, 2026 from $41.8 billion at December 31, 2025. Interest-bearing checking accounts increased $281.1 million, savings accounts increased by $20.8 million and money market accounts increased by $262.5 million during the first quarter of 2026. The growth in interest-bearing checking accounts and money market accounts was mainly through reciprocal and brokered checking accounts. Time deposits decreased $109.5 million during the quarter which was driven by $143.8 million decline in brokered time deposits. Federal funds purchases related to the Correspondent Banking Division and securities sold under agreements to repurchase were $643.4 million at March 31, 2026, a $25.2 million increase from December 31, 2025. Corporate and subordinated debentures declined by $107,000 to $696.6 million.

Due to competitive pressures to retain deposits, the Company has not lowered rates the full rate decreases on interest-bearing deposit accounts. Average interest-bearing deposits increased $2.2 billion to $41.5 billion in the quarter ended March 31, 2026 compared to the same period in 2025. The increase in average interest-bearing deposits from the first quarter of 2025 was mainly due to a $1.9 billion increase in brokered interest-bearing checking accounts, including brokered money market accounts. For more information on the composition of our total deposits, see Note 8 — Deposits.

### Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. At March 31, 2026, noninterest-bearing deposits totaled $13.7 billion compared to $13.4 billion at December 31, 2025, increasing $275.1 million. Average noninterest-bearing deposits were $13.4 billion for the first quarter of 2026 compared to $13.5 billion for the first quarter of 2025.

### Uninsured Deposits

At March 31, 2026, and December 31, 2025, the Company had approximately $21.7 billion and $22.0 billion, respectively, in estimated uninsured deposits. The amounts above are estimates and are based on the same methodologies and assumptions used for the Bank’s regulatory reporting requirements issued by the FDIC for the FFIEC 041, also referred to as the Call Report.

### Capital Resources

Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of March 31, 2026, shareholders’ equity was $9.0 billion, a decrease of $28.2 million, or 0.3%, from December 31, 2025.

The following table shows the changes in shareholders’ equity during the three months ended March 31, 2026.

*(Dollars in thousands)*

| ​ | ​ ​ | ​ ​ ​ ​ |
| --- | --- | --- |
| Total shareholders' equity at December 31, 2025 | ​ ​ ​ | **$9,059,108** |
| Net income | ​ | **​** **225,820** |
| Dividends paid on common shares ($0.60 per share) | ​ | **​** **(58,991)** |
| Dividends paid on restricted stock units | ​ | **​** **(1,106)** |
| Net decrease in market value of securities available for sale, net of deferred taxes | ​ | **​** **(42,728)** |
| Stock options exercised | ​ | **​** **305** |
| Employee stock purchases | ​ | **​** **1,266** |
| Equity based compensation | ​ | **​** **9,344** |
| Excise tax on repurchase of common stock | ​ | **​** **(1,795)** |
| Common stock repurchased - buyback plan | ​ | **​** **(151,304)** |
| Common stock repurchased - equity plans | ​ | **​** **(9,132)** |
| Stock issued in lieu of cash - directors fees | ​ | **​** **129** |
| Total shareholders' equity at March 31, 2026 | ​ | **$9,030,916** |

On January 21, 2026, the Board of Directors of the Company approved a stock repurchase plan for the repurchase of up to 5,560,000 shares of the Company’s common stock (the “2026 Repurchase Plan”). The 2026 Repurchase Plan replaced the Company’s 2025 Repurchase Plan, under which 560,000 shares remained available for repurchase. During the first quarter of 2026, the Company repurchased a total of 1,500,000 shares at a weighted average price of $100.87 per share (including commission paid) pursuant to the 2026 Stock Repurchase Plan. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities. As of March 31, 2026, the Company may repurchase up to an additional 4,060,000 shares of common stock under the 2026 Repurchase Plan.

Under current regulations, the Company and the Bank are subject to a minimum ratio of common equity Tier 1 capital (“CET1”) to risk-weighted assets of 4.5% and a minimum required ratio of Tier 1 capital to risk-weighted assets of 6%. The minimum required leverage ratio is 4%. The minimum required total capital to risk-weighted assets ratio is 8%. Refer to Note 16 — Capital Ratios for more information regarding Company and Bank’s regulatory capital compliance requirements.

The well-capitalized minimums and the Company’s and the Bank’s regulatory capital ratios for the following periods are reflected below:

| ​ ​ ​ SouthState Bank Corporation: | ​ ​ ​ ​ | ​ ​ Well-Capitalized ​ Minimums ​ ​ ​ | ​ ​ ​ ​ | ​ ​ March 31, ​ 2026 ​ ​ ​ | ​ ​ ​ ​ | ​ ​ December 31, ​ 2025 ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Common equity Tier 1 risk-based capital | ​ | N/A ​ | ​ | **11.27%** | **​** | 11.36% |
| Tier 1 risk-based capital | **​ ​** | 6.00% | **​** | **11.27%** | **​** | 11.36% |
| Total risk-based capital | ​ | 10.00% | ​ | **13.69%** | **​** | 13.84% |
| Tier 1 leverage | ​ | N/A ​ | ​ | **9.38%** | **​** | 9.26% |
| ​ | ​ | ​ ​ | ​ | **​** **​** | **​** | ​ ​ |
| **SouthState Bank:** | ​ | ​ ​ | ​ | **​** **​** | **​** | ​ ​ |
| Common equity Tier 1 risk-based capital | ​ | 6.50% | ​ | **12.33%** | **​** | 12.54% |
| Tier 1 risk-based capital | ​ | 8.00% | ​ | **12.33%** | **​** | 12.54% |
| Total risk-based capital | ​ | 10.00% | ​ | **13.44%** | **​** | 13.68% |
| Tier 1 leverage | ​ | 5.00% | ​ | **10.27%** | **​** | 10.22% |

The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and Total risk-based capital ratios as of March 31, 2026 all declined as compared to December 31, 2025. The capital ratios declined due mainly to the Company repurchasing 1,500,000 shares through its 2026 Stock Repurchase Plan in the first quarter of 2026. The common stock repurchases at the Company were funded through dividends from the Bank. Tier 1 capital increased by 1.8% and 0.9% at both the Company and Bank, respectively, while total risk-based capital increased by 1.6% and 0.9% at both the Company and Bank, respectively. The increases in capital ratios were mainly due to net income during the first quarter of 2026 net of the effects of dividends paid and stock repurchases. Both regulatory risk-based assets and quarterly average assets increased in the first quarter of 2026 when compared to the fourth quarter with average assets for both the Company and Bank increasing approximately by 0.5% and 0.4%, respectively, and risk-based assets increasing by 2.7%. The Tier 1 leverage ratio for the Company and the Bank both slightly increased in the first quarter of 2026 as quarterly average assets only increased approximately 0.5% and 0.4%, respectively, which is less than the increase in Tier 1 capital at both the Company and the Bank. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.

### Liquidity

Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies designed to ensure an acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.

The ALCO has established key risk indicators to monitor liquidity and interest rate risk. The key risk indicators are reviewed and approved by the ALCO on an annual basis. The liquidity key risk indicators include the loan to deposit ratio (policy limit not to exceed 100%), net noncore funding dependence ratio (policy limit not to exceed 30%), on-hand liquidity to total liabilities ratio (policy limit not to fall below 5%), the percentage of securities pledged to total securities (policy limit not to exceed 85%), primary liquidity to uninsured deposits excluding collateralized deposits (policy limit to maintain a minimum of 95%), primary liquidity to uninsured deposits including collateralized deposits (policy limit to maintain a minimum of 80%) and the ratio of brokered deposits to total deposits (policy limit not to exceed 15%). As of March 31, 2026, the Company was operating within its liquidity policy limits.

Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not used for day-to-day corporate liquidity needs.

Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:

- Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank;
- Pricing deposits, including certificates of deposit, at rate levels that will attract and /or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and
- Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services.

Our non-acquired loan portfolio increased during the three months ended March 31, 2026 by approximately $1.6 billion, or approximately 18.6% annualized, compared to the balance at December 31, 2025. The increase from December 31, 2025, was mainly related to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $677.1 million from the balance at December 31, 2025 due to principal paydowns, charge-offs, foreclosures and renewals of acquired loans.

Our investment securities portfolio (excluding trading securities) increased during the three months ended March 31, 2026 by $193.3 billion compared to the balance at December 31, 2025. The increase in the investment securities portfolio came from purchases totaling $2.0 billion in the first quarter of 2026. The increase in investment securities from the purchases were partially offset by maturities, calls, sales and paydowns of investment securities totaling $1.7 billion and a reduction from the net amortization of premiums of $2.6 million. The market value of the available for sale securities also decreased during the quarter by $56.0 million as the expectation for further rate cuts in the near term by the Federal Reserve Bank lowered. Of the $2.0 billion in purchases of investment securities during the quarter, all were in available for sale securities. There were no purchases of held to maturity securities during the quarter. The Bank pledges a portion of its available for sale and held to maturity investment portfolios for a variety of purposes, including, but not limited to, collateral for public funds and credit with the Federal Home Loan Bank of Atlanta. As of March 31, 2026, the bank pledged 65.6% of the market value of its available for sale and held to maturity investment portfolios. As of March 31, 2026, the Bank had unpledged securities with a market value of $2.8 billion. These securities included Treasury, Agency, Agency MBS, Municipals and Corporate securities.

Total cash and cash equivalents were $2.9 billion at March 31, 2026 as compared to $3.2 billion at December 31, 2025. The decrease in cash and cash equivalents was primarily due to funding growth in the loan portfolio of $898.2 million and the investment securities portfolio of $193.3 million in the first quarter of 2026. Deposits increased $729.9 million and federal funds purchased and securities sold under agreements to repurchase increased $25.2 million during the quarter to also provide funding for the loan and investment securities growth. The increase in deposits was through in-market growth of noninterest-bearing deposits of $275.1 million and $454.8 million of interest-bearing deposits mainly through interest-bearing checking and money market reciprocal and brokered checking accounts

Total deposits were $55.9 billion at March 31, 2026, an increase of $729.9 million from $55.1 billion at December 31, 2025. At March 31, 2026, and December 31, 2025, we had $1.6 billion and $1.7 billion of traditional, out–of–market brokered time deposits, respectively. At March 31, 2026, and December 31, 2025, we had $4.2 billion and $4.0 billion, respectively, of reciprocal deposits. At March 31, 2026 and December 31, 2025, we also had $2.4 billion and $2.0 billion in brokered interest-bearing checking and money market accounts. The Company has allowed some higher costing local deposits run to off in 2026 and replaced the deposits with brokered and other out of market deposits at lower interest rates. See further discussion on changes in deposits in the Interest-Bearing Liabilities and Noninterest-Bearing Deposits section of this MD&A. Total short-term borrowings at March 31, 2026 were $643.4 million, consisting of $343.8 million in federal funds purchased and $299.6 million in securities sold under agreements to repurchase. Total long-term borrowings at March 31, 2026, were $696.6 million and consisted of trust preferred securities and subordinated debentures. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.

Deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions and competition. Our deposits are primarily obtained from depositors located around our branch footprint, and we believe that we have attractive opportunities to capture additional retail and commercial deposits in our markets, in addition to having access to brokered deposits. Of the $55.9 billion in total deposits at March 31, 2026, approximately 70% were insured or collateralized. The Bank has a granular deposit base comprised of over 1.4 million accounts, with an average deposit size of $39,000. Approximately 24% of total deposits are noninterest-bearing.

As discussed previously and presented below, the Bank maintains credit facilities with the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta. The table below compares Primary Funding Sources to uninsured deposits as of March 31, 2026.

*(Dollars in millions)*

| ​ | ​ ​ | ​ ​ ​ Available Capacity ​ | ​ ​ |
| --- | --- | --- | --- |
| Federal Home Loan Bank of Atlanta | **​** | **$5,728** ​ | ​ |
| Federal Reserve Bank of Atlanta Discount Window | **​** | **​** **11,433** ​ | ​ |
| Liquid cash and cash equivalents | ​ | ​ **2,750** ​ | ​ |
| Fair value of securities that can be pledged | ​ | ​ **2,704** ​ | ​ |
| Total primary sources | ​ | **$22,615** ​ | ​ |
| Uninsured and uncollateralized deposits | ​ | **$16,835** ​ | ​ |
| Uninsured and collateralized deposits | ​ | **$21,748** ​ | ​ |
| Coverage ratio, uninsured deposits | ​ | **​** **104.0%** | ​ |
| Coverage ratio, uninsured and uncollateralized deposits | ​ | ​ **134.3%** | ​ |
| Ratio of uninsured and collateralized deposits to total deposits | ​ | ​ **38.9%** | ​ |

Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the resources to meet these obligations should the need arise.

Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements; federal funds sold; balances at the Federal Reserve Bank; and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. We could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks. The Bank may also access funds from borrowing facilities established with the Federal Home Loan Bank of Atlanta and the discount window of the Federal Reserve Bank of Atlanta.

At March 31, 2026, the Bank had a total FHLB credit facility of $5.7 billion, with no outstanding borrowings in short-term FHLB advances and $17.8 million in secured credit exposure at quarter end, leaving $5.7 billion in availability on the FHLB credit facility. At March 31, 2026, the Bank had $11.4 billion of credit available at the Federal Reserve Bank’s discount window and federal funds credit lines of $300.0 million with no balances outstanding at March 31, 2026. The Bank has $2.7 billion in market value of unpledged securities at March 31, 2026, that can be pledged to attain additional funds if necessary. The Bank has an internal limit on brokered deposits of 15% of total deposits, which would allow capacity of $8.4 billion at March 31, 2026. The Bank had $4.0 billion of outstanding brokered deposits at the end of the quarter-end leaving $4.4 billion in available capacity as per the internal policy limit of 15% of total deposits. All of the primary sources noted in the table above (excluding the liquid cash and cash equivalents), the federal funds lines of credit and the brokered deposit remaining available capacity would provide an additional $24.5 billion in funding if we needed additional liquidity. We can also consider actions such as deposit promotions to increase core deposits. The Company has a $100.0 million unsecured line of credit with U.S. Bank National Association with no balance outstanding at March 31, 2026. We believe that our liquidity position continues to be adequate and readily available.

In addition to adequate liquidity, the Company and Bank are considered well capitalized by all regulatory capital standards as the Company and the Bank were significantly above the required capital levels as of March 31, 2025. The Company’s tier 1 leverage ratio, CET 1 risk-based capital ratio and total risk-based capital ratio were 9.38%, 11.27% and 13.69%, respectively, at March 31, 2026. The Bank’s Tier 1 leverage ratio, CET 1 risk-based capital ratio and total risk-based capital ratio were 10.27%, 12.33% and 13.44%, respectively, at March 31, 2026. As permitted, we elected to exclude accumulated other comprehensive income related to available for sale securities from Tier 1, CET 1 and total risk-based capital; however, even if our unrealized losses as of March 31, 2026 in our available for sale and held to maturity investment portfolios were recognized by selling the portfolios for liquidity purposes, all else being equal, our regulatory capital ratios would remain well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.

Our contingency funding plan describes several potential stages based on stressed liquidity levels. Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. As noted previously, we maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would use these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged. This could increase our cost of funds, impacting our net interest margin and net interest spread.

### Asset-Liability Management and Market Risk Sensitivity

Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.

Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.

We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.

Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. The assumptions for loan prepayments, deposit decay, and nonstable deposit balances are derived from models that use historical bank data. These models are independently validated. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to sensitivity analysis to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee. While the Bank is continuously refining its modeling methodology, the core principles of the methodology have remained stable over for several years.

Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.

Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.

The earnings simulation models consider our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.

Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 15 — Derivative Financial Instruments in the consolidated financial statements.

From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of March 31, 2026, the Company had a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s ARC program related to tenor mismatches related to SOFR. For additional information on these derivatives refer to Note 15 — Derivative Financial Instruments in the consolidated financial statements.

Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. The Company will also use other rate forecasts, including, but not limited to, Moody’s Consensus Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at prices referencing forward rates derived from the selected rate forecast consistent with current balance sheet pricing characteristics. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to sensitivity analysis no less frequently than on an annual basis.

Interest rate shocks are applied to the Base Case on an instantaneous basis. Our policy establishes the use of upward and downward interest rate shocks applied in 100 basis point increments through 400 basis points. We calculate smaller rate shocks as needed. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances. As of March 31, 2026, the Company was operating within its interest rate key risk indicator policy limits.

Management uses historical data and regression analysis to estimate the deposit beta in various rate environments. The modeled beta is subject to model validation, back testing, and Assumptions Committee oversight. For internal modeling purposes, and based on the deposit mix as of March 31, 2026, the total deposit beta assumption was 37.6%. Management will apply overlays to certain assumptions to adjust for current market conditions as appropriate.

The following interest rate risk metrics are derived from analysis using the Moody’s Baseline Scenario published in April 2026 as the Base Case Scenario. As of March 31, 2026, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point parallel increase / decrease in rates would result in an estimated 3.0% increase (up 100) and 3.2% decrease (down 100) in net interest income.

We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At March 31, 2026, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 2.6% decrease and 1.8% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 6.2% decrease and 2.8% increase, respectively. Downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of March 31, 2026.

The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Baseline rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.

| ​ Percentage Change in Net Interest Income over One Year | ​ | ​ ​ | ​ ​ |
| --- | --- | ---: | --- |
| Up 300 basis points | ​ | **8.2%** | ​ |
| Up 200 basis points | ​ | **5.8%** | ​ |
| Up 100 basis points | ​ | **3.0%** | ​ |
| Base Case | ​ | **—%** | ​ |
| Down 100 basis points | ​ | **(3.2)%** | ​ |
| Down 200 basis points | ​ | **(6.6)%** | ​ |
| Down 300 basis points | ​ | **(10.3)%** | ​ |

### Deposit Concentrations

At March 31, 2026, and December 31, 2025, we have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our deposits concentrated within a single industry or group of related industries. We do not believe there are any material seasonal factors that would have a material adverse effect on us. The total deposit balances held by top 10 and 20 deposit holders were 4% and 5%, respectively, of the Company’s average total deposit balances at March 31, 2026. We do not have any foreign deposits.

### Concentration of Credit Risk

Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.

We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total Tier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $1.6 billion at March 31, 2026. Based on this criteria, we had seven such credit concentrations at March 31, 2026, including loans to lessors of nonresidential buildings (except mini-warehouses) of $10.9 billion, loans secured by owner-occupied office buildings (including medical office buildings) of $2.4 billion, loans secured by owner-occupied nonresidential buildings (excluding office buildings) of $3.0 billion, loans to lessors of residential buildings (investment properties and multi-family) of $4.3 billion, loans secured by 1st mortgage 1-4 family owner-occupied residential property (including condos and home equity lines) of $11.1 billion, loans secured by jumbo (original loans greater than the amount set by Federal Housing Finance Agency) of $3.2 billion and loans secured by business assets including accounts receivable, inventory and equipment of $3.5 billion. The Company also has purchased commercial and industrial syndication and participation loans of $2.3 billion, some of which are also included in the business assets loans noted above. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.

Banking regulators established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner-occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At March 31, 2026, and December 31, 2025, the Bank’s CDL concentration ratio was 35.5% and 35.2%, respectively, and its CRE concentration ratio was 275.8% and 271.8%, respectively. As of March 31, 2026, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank management. Therefore, we monitor these two ratios as part of our concentration management processes.

### Reconciliation of GAAP to Non-GAAP

The return on average tangible equity is a non-GAAP financial measure that excludes the effect of the average balance of intangible assets and adds back the after-tax amortization of intangibles to GAAP basis net income. Management believes these non-GAAP financial measures provide additional information that is useful to investors in evaluating our performance and capital and may facilitate comparisons with other institutions in the banking industry as well as period-to-period comparisons. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, are not audited, and may not be comparable to other similarly titled financial measures used by other companies. Investors should not consider non-GAAP measures in isolation or as a substitute for analysis of the Company’s results or financial condition as reported under GAAP.

*(Dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ | ​ ​ ​ ​ ​ 2025 ​ | ​ ​ ​ ​ |
| --- | --- | ---: | ---: | --- |
| Return on average equity (GAAP) |  | **​** **10.11%** | ​ 4.29% | ​ |
| Effect to adjust for intangible assets |  | **​** **7.48%** | ​ 4.70% | ​ |
| Return on average tangible equity (non-GAAP) |  | **​** **17.59%** | ​ 8.99% | ​ |
| ​ | ​ | **​** **​** **​** | ​ ​ ​ | ​ |
| Average shareholders’ equity (GAAP) | ​ | **$9,057,229** **​** | $8,418,112 ​ | ​ |
| Average intangible assets | ​ | **(3,469,249)** **​** | (3,558,378) ​ | ​ |
| Adjusted average shareholders’ equity (non-GAAP) | ​ | **$5,587,980** **​** | $4,859,734 ​ | ​ |
| ​ | ​ | **​** **​** **​** | ​ ​ ​ | ​ |
| Net income (GAAP) | ​ | **$225,820** **​** | $89,080 ​ | ​ |
| Amortization of intangibles | ​ | **21,304** **​** | 23,831 ​ | ​ |
| Tax effect | ​ | **(4,793)** **​** | (5,225) ​ | ​ |
| Net income excluding the after-tax effect of amortization of intangibles (non-GAAP) | ​ | **$242,331** **​** | $107,686 ​ | ​ |

### Cautionary Note Regarding Any Forward-Looking Statements

*Statements included in this report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and our acquisition of Independent in all-stock merger transaction. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:*

#### Risks relating to our Business and Business Strategy

- Risks related to the ability of the Company to pursue its strategic plans which depend upon certain growth goals in our lines of business that are dependent on a variety of factors including economic conditions in the U.S. and globally, geopolitical factors including tariffs, competition, and the regulatory environment;
- Risks related to the ability of the Company to grow or manage its growth effectively;
- Risks relating to integrating and recognizing the benefits of the merger between SouthState and Independent;
- Interest rate risk and a decrease in our net interest income primarily resulting from our inability to effectively manage the risk, and its impact on the Bank’s earnings, including from the correspondent and mortgage divisions, housing demand and changes in mortgage conditions, the market value of the Bank’s loan and securities portfolios, and the market value of SouthState’s equity;
- Inflationary risks negatively impacting our business and profitability, earnings and budgetary projections, or demand for our products and services;
- Risks related to the costs of funds and our profitability and liquidity, and changes in our deposit mix and growth;
- Compliance, reputational and operational risks related to implementing new lines of business or new products and services and our failure to successfully manage such risks;
- Risks caused by changes in technology, including artificial intelligence, disruptions in our business model, and the lack of resources to invest in technological improvements implemented by our competitors;
- Increased risk from the adoption and use of artificial intelligence tools by us and our third party vendors and service providers, including risk of errors, omissions, unfair treatment or fraudulent behavior by our employees, clients, counterparties or other third parties;
- Risks related to the potential deterioration in real estate values and other adverse changes in mortgage conditions, higher risks inherent in a loan portfolio that includes commercial real estate loans, environmental risks in our lending activities, and risks that appraisals used in deciding whether to make a loan that is secured by real estate not ensuring the value of the real property collateral;
- The impact of increasing digitization of the banking industry and movement of customers to on-line platforms, and the possible impact on the Bank’s results of operations, customer base, expenses, suppliers and operations;
- Risks related to (i) our ability to effectively manage credit risk, interest rate risk and liquidity risk affecting the Bank’s ability to meet its obligations when they come due; and (ii) an obligor’s failure to meet the terms of any contract with the Bank or otherwise fail to perform as agreed under the terms of any loan-related document;
- The results of our most recent stress tests not accurately predicting the impact on our financial condition if the economy were to deteriorate;
- The impact of the Current Expected Credit Loss (CECL) standard, merger activity, and global events on our allowance for credit losses;
- Risks related to maintaining adequate levels of capital to support our operations and the availability of additional capital when needed due to our size and continued pace of growth;
- Controls and procedures risk, including the potential failure or circumvention of our controls and procedures, the failure to comply with regulations related to controls and procedures, or the prevention or detection of errors or acts of fraud;
- Risks related to losses arising from errors, omissions or fraudulent behavior by employees, clients, counterparties and third parties;
- Reputational and operational risks associated with sustainability, stewardship and governance matters, including the impact of state legislation and inconsistent federal and state regulatory guidance and regulation;
- Risks related to our reliance on and our ability to retain our culture and attract, retain, develop, and motivate qualified and highly skilled personnel, and to offer competitive salaries and benefits;
- Our ability to successfully implement current or future information technology and cybersecurity system enhancements or operational initiatives;
- Cybersecurity risk related to the dependence of SouthState on internal computer systems and the technology of outside service providers, as well as the potential impacts of internal or external security breaches, which may subject the Company to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events;
- Operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration;
- Risks related to accounting policies and processes that enable us to report our financial condition and results of operations and require our management to make estimates about matters that are uncertain;
- Risks related to unexpected outflows of uninsured deposits requiring us to sell investment securities at a loss, price risks focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios, and the loss of value of our investment portfolio negatively impacting market perceptions of us, possibly resulting in deposit withdrawals;
- Risks relating to consumers opting not to use banks to complete their financial transactions; and
- Reputational risk that adversely affects earnings or capital arising from negative public opinion including the effects of social media on market perceptions of us and banks generally.

#### Risks relating to the Regulatory Environment

- Risks related to the heightened expectations of regulatory agencies exposing it to regulatory enforcement actions and civil penalties which could have an adverse material impact on the Company’s business, financial condition, operations and reputation and could jeopardize the Company’s ability to pursue acquisition opportunities;
- Regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation, the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums, the impact of higher FDIC deposit insurance requirements or special FDIC assessments, the effects of Consumer Financial Protection Bureau regulations or other guidance, changes in policies and standards for regulatory review of bank mergers, challenges to our income tax provision following changes to tax laws, regulations or interpretations, and the possibility of changes in accounting standards, policies, principles and practices;
- Risks relating to the legal, regulatory and supervisory environment, including periodic examination and scrutiny by a number of banking agencies and any adjustments to our business resulting from such examinations, changes in financial services legislation and capital regulatory requirements, other regulations; and
- Compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards, and contractual obligations regarding data privacy and cybersecurity.

#### Risks relating to our Common Stock

- Risks related to state law and provisions in our articles of incorporation or bylaws that make it more difficult for another company to purchase us; and
- Risks related to: (i) shares of our Common Stock not being insured deposits and losing value; (ii) future capital needs resulting in dilution of shareholder investment; (iii) the trading volume of sale of substantial amounts of common stock pressing the price of our common stock; (iv) our ability to pay dividends which is subject to legal and regulatory limitations as well as the discretion of the board of directors of SouthState, SouthState’s performance and other factors; (v) rights of our holders of our junior subordinated debentures that are senior to those of our common shareholders; (vi) volatility of our stock price stock that may or may not reflect economic condition or performance of SouthState; and (vii) our institutional shareholders, exercising significant influence over us and having interests that differ from our other shareholders.

#### Risks relating to Economic Conditions and Other Outside Forces

- Geopolitical and economic risks and market volatility associated with policy changes resulting from the U.S. presidential administration, changes in the fiscal, monetary, and regulatory policies of the federal government and its agencies, and geopolitical instability or conflict;
- Changes to and instability in global economic conditions and geopolitical matters, including as a result of possible tariffs or other trade disruptions adversely affecting our business, financial conditions and results of operations;
- Risks related to a slowdown in economic growth or a resumption of recessionary economic conditions impacting inflationary pressures and interest rates to dampen demand adversely affecting consumer confidence, loan payment patterns, and our charge-offs and the provision for credit losses;
- Volatility in the financial services industry (including failures or rumors of failures of other depository institutions), along with actions taken by governmental agencies to address such turmoil, affecting the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;
- Our success being tied to the success of the local economies where we operate;
- Catastrophic events such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including public health crises and infectious disease outbreaks, as well as any government actions in response to such events, and the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on SouthState and its customers and other constituencies;
- Market volatility adversely affecting our operations or our ability to access capital when needed;
- The impact of competition with other financial institutions, including deposit and loan pricing pressures and the resulting impact, including as a result of compression to net interest margin; and
- Risks that lawsuits, legal proceedings, information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies result in significant civil or criminal penalties, including monetary penalties, damages, adverse judgments, settlements, fines, injunctions, restrictions on the way the Company and the Bank conduct their business, or reputational harm.

For any forward-looking statements made in this report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward-looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward-looking statements.

## Market risk

As filed, 214 characters.

There have been no material changes in our quantitative and qualitative disclosures about market risk as of March 31, 2026 from those disclosures presented in our Annual Report on Form 10-K for the year ended 2025.

## Controls and procedures

As filed, 1,382 characters.

#### Evaluation of Disclosure Controls and Procedures

SouthState’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of SouthState’s disclosure controls and procedures as of March 31, 2026, in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. We applied our judgment in the process of reviewing these controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that SouthState’s disclosure controls and procedures as of March 31, 2026, were effective to provide reasonable assurance regarding our control objectives.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

#### Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 714 characters.

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Note Regarding Any Forward-Looking Statements” set forth in Part I, Item 2. of this Quarterly Report on Form 10-Q, risks and matters described elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

There have been no material changes to the risk factors disclosed in Item 1A. of Part I in our Annual Report on Form 10-K for the year ended December 31, 2025.

Filed May 1, 2026.
Source: SEC EDGAR, the filing index for accession 0001104659-26-053548. Last ingested by Listed: Nov 6, 2026, 15:46 ET. No prices; not investment advice.