What the changes say
- Independent Merger integration remains a key execution risk, replacing the prior year’s IBTX merger focus.
What changed since the prior 10-K
New
- NewRisks relating to our Business and Business Strategy
We face continued risks related to integration of operations between Independent and the Company
Integrating Independent’s operations and relationship managers may delay Texas, Colorado, technology, revenue, cost-saving, and efficiency benefits.
- NewRisks relating to our Common Stock
At December 31, 2025, a small number of institutional shareholders own a significant portion of our common stock and they may exercise significant influence over us and their interests may be different from our other shareholders
Two funds own approximately 20% of common stock, and institutional shareholders could collectively influence shareholder votes despite bank-law restrictions.
- NewRisks relating to Economic Conditions and other Outside Forces
Changes to the U.S. political and economic environment could adversely affect our business operations and financial condition
Political and economic uncertainty, policy changes, government funding disputes, banking instability, immigration policy, civil unrest, and geopolitical conflicts could increase costs or reduce revenue.
Dropped
- DroppedRisks relating to our Business and Business Strategy
We face risks and uncertainties related to our Merger with IBTX
Risks and uncertainties associated with the IBTX merger and its expected synergies.
- DroppedRisks relating to our Business and Business Strategy
The Company may not be able to integrate successfully the companies or to realize the anticipated benefits of the Merger
Integrating IBTX’s cultures, management, systems, operations, and processes after the merger.
- DroppedRisks relating to our Business and Business Strategy
The Company will continue to incur substantial expenses related to the IBTX Merger and the integration
Substantial IBTX integration expenses and related compliance, litigation, and regulatory risks.
- DroppedRisks relating to our Business and Business Strategy
We may not realize the benefits we anticipate from the pending sale-leaseback transaction with Blue Owl Real Estate Capital
Failure to realize benefits from selling and leasing back more than 170 branch properties from Blue Owl.
- DroppedRisks relating to our Common Stock
At December 31, 2024, our shareholders included three funds owning approximately 29% of our common stock and they may exercise significant influence over us and their interests may be different from our other shareholders
Reworded
- 79% rewrittenRisks relating to our Common Stock
In many cases, shareholders may receive a premium for their shares if we are purchased by another company. State law and our articles of incorporation and bylaws could make it difficult for anyone to purchase us without the approval of our Board of Directors
The updated text emphasizes that an 80% shareholder vote is also required to amend or repeal the takeover provisions.
- 44% rewrittenRisks relating to our Business and Business Strategy
Attractive acquisition opportunities may not be available to us in the future
No substantive change; the risk remains that acquisition competition could raise prices and reduce potential returns.
- 39% rewrittenRisks relating to the Regulatory Environment
As the Company grows, the heightened expectations of regulatory agencies may expose us to additional regulatory risk
The asset figure increased from $65 billion after the IBTX merger to $66 billion after the Independent Merger, while a proposed OCC rule would raise the threshold from $50 billion to $700 billion.
- 38% rewrittenRisks relating to Economic Conditions and other Outside Forces
Competition from financial institutions and other financial service providers may adversely affect our profitability
No substantive change; competition remains identified across banks, financial companies, fintechs, and other providers.
- 37% rewrittenRisks relating to the Regulatory Environment
Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition
The updated text removes historical assessment mechanics and adds risk from an economic downturn and increased bank failures raising FDIC premiums.
- 35% rewrittenRisks relating to our Business and Business Strategy
We may not realize the expected benefits from our strategic initiatives, either in whole or in part, which could negatively impact our future profitability
The strategic plan now emphasizes organic growth and an AI strategy with controls for accuracy and bias, replacing IBTX integration and specific digital initiatives.
- 35% rewrittenRisks relating to our Business and Business Strategy
We may face risks with respect to future expansion
The Company now emphasizes organic growth and possible disruption from competitors’ mergers before describing potential future acquisitions and expansion.
- 30% rewrittenRisks relating to the Regulatory Environment
We are subject to extensive regulation that could limit or restrict our activities
No substantive change; the risk continues to cover costly regulation restricting dividends, acquisitions, lending, rates, investments, and locations.
- 27% rewrittenRisks relating to our Business and Business Strategy
Our cost of funds may increase as a result of general economic conditions, FDIC insurance assessments, interest rates and competitive pressures
- 26% rewrittenRisks relating to our Business and Business Strategy
Changing mortgage rates and adverse changes in mortgage market conditions could adversely impact our mortgage line of business
Was: Rising mortgage rates and adverse changes in mortgage market conditions could adversely impact our mortgage line of business
- 23% rewrittenRisks relating to our Business and Business Strategy
Our processes for managing risk may not be effective in mitigating risk or losses to us
- 22% rewrittenRisks relating to Economic Conditions and other Outside Forces
Changes and instability in global economic conditions and geopolitical matters could have a material adverse effect on our business, financial condition and results of operations
- 21% rewrittenRisks relating to Economic Conditions and other Outside Forces
Natural disasters, adverse weather or manmade events could negatively affect our local economies or disrupt our operations, which would have an adverse effect on our business or results of operations
All 68 risk factors
Headings as the filing states them, in filing order.
Risks relating to our Business and Business Strategy
- 01Our business strategy includes continued growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively
- 02We face continued risks related to integration of operations between Independent and the Companynew
- 03We may not realize the expected benefits from our strategic initiatives, either in whole or in part, which could negatively impact our future profitability35% rewritten
- 04We may be unable to anticipate changes in market interest rates, which are affected by many factors beyond our control including but not limited to inflation, monetary and fiscal policy, money supply, recessionary pressures, unemployment and other changes that affect domestic and foreign financial markets
- 05Inflation could negatively impact our business and our profitability
- 06Our cost of funds may increase as a result of general economic conditions, FDIC insurance assessments, interest rates and competitive pressures27% rewritten
- 07The implementation of new lines of business or new products and services may subject us to additional risk
- 08Technological changes, including artificial intelligence and online and mobile banking, have the potential of disrupting our business model, and we may have fewer resources than many competitors to invest in technological improvements
- 09The adoption and use of artificial intelligence tools by us and our third-party vendors and service providers may increase the risk of errors, omissions, unfair treatment or fraudulent behavior by our employees, clients, or counterparties, or other third parties
- 10A significant portion of our loan portfolio is secured by real estate, and events that negatively impact the real estate market could hurt our business
- 11Our loan portfolio includes commercial and commercial real estate loans that may have higher risks
- 122) total reported loans secured by multifamily and non-farm nonresidential properties and loans for construction, land development, and other land equal 300% or more of total risk-based capital (as of December 31, 2025, our bank ratio was 271.8%)
- 13We are subject to the risk of default by our clients and counterparties
- 14If we fail to effectively manage credit risk and interest rate risk, our business and financial condition will suffer
- 15A lack of liquidity and/or ineffective liquidity management practices could affect our operations and jeopardize our financial condition
- 16The results of our most recent stress tests may not accurately predict the impact on our financial condition if the economy were to deteriorate
- 17The Current Expected Credit Loss (“CECL”) standard and merger activity may result in increased volatility and further increases in our allowance for credit losses (“ACL”)
- 18Our size and continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed
- 19Our processes for managing risk may not be effective in mitigating risk or losses to us23% rewritten
- 20Changing mortgage rates and adverse changes in mortgage market conditions could adversely impact our mortgage line of business26% rewritten
- 21Our recent results may not be indicative of our future results
- 22We are subject to environmental risks in our lending activities
- 23While we use appraisals in deciding whether to make a loan that is secured by real estate, they do not ensure the value of the real property collateral
- 24We are subject to losses due to errors, omissions or fraudulent behavior by our employees, clients, counterparties or other third parties
- 25Our business could suffer if we fail to maintain our culture and attract and retain experienced people
- 26If we are unable to offer our key management personnel long-term incentive compensation, including restricted stock units and performance share units, as part of their total compensation package, we may have difficulty retaining such personnel, which would adversely affect our operations and financial performance
- 27We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate our human capital in the form of well-qualified employees, our business and results of operations could be harmed
- 28We may not be able to successfully implement current or future information technology and cybersecurity system enhancements and operational initiatives, which could adversely affect our business operations and profitability
- 29A failure of or disruption to our operational or security systems or infrastructure, or those of our third-party service providers, could disrupt our business, damage our reputation, increase our costs and cause losses
- 30We face cybersecurity risks from cyber-attacks, information security breaches and other similar incidents that could result in the disclosure of confidential and other information (including personal information), adversely affect our business or reputation, and create significant legal and financial exposure
- 31We may face risks with respect to future expansion35% rewritten
- 32Attractive acquisition opportunities may not be available to us in the future44% rewritten
- 33We are subject to sustainability, stewardship and governance risks that could adversely affect our reputation and/or our business, operations, and earnings
- 34Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
- 35Our accounting policies and processes are critical to how we report our financial condition and results of operations and require our management to make estimates about matters that are uncertain
- 36The value of securities in our investment portfolio may decline in the future
- 37Consumers may decide not to use banks to complete their financial transactions
- 38Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance
Risks relating to the Regulatory Environment
- 39As the Company grows, the heightened expectations of regulatory agencies may expose us to additional regulatory risk39% rewritten
- 40We are subject to extensive regulation that could limit or restrict our activities30% rewritten
- 41Recent regulatory proposals may increase capital and liquidity risks
- 42We are subject to examination and scrutiny by a number of banking agencies and, depending upon the findings and determinations of these agencies, we may be required to make adjustments to our business that could adversely affect us
- 43The Bank is subject to the Bank Secrecy Act and other anti-money laundering statutes and regulations, and any deemed deficiency by the Bank with respect to these laws could result in significant liability and have material impact on our business strategy
- 44The Bank is subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to material penalties and other sanctions
- 45Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition37% rewritten
- 46The Federal Reserve may require us to commit capital resources to support the Bank
- 47We could be subject to changes in tax laws, regulations and interpretations or challenges to our income tax provision
- 48We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability
Risks relating to our Common Stock
- 49State law and provisions in our articles of incorporation or bylaws could make it more difficult for another company to purchase us, even though such a purchase may increase shareholder value
- 50In many cases, shareholders may receive a premium for their shares if we are purchased by another company. State law and our articles of incorporation and bylaws could make it difficult for anyone to purchase us without the approval of our Board of Directors79% rewritten
- 51Shares of our Common Stock are not insured deposits and may lose value
- 52Future capital needs could result in dilution of shareholder investment
- 53The trading volume in our common stock and the sale of substantial amounts of our common stock in the public market could depress the price of our common stock
- 54Our ability to pay dividends is limited and we may be unable to pay future dividends
- 55Holders of our junior subordinated debentures have rights that are senior to those of our common shareholders
- 56Our stock price may be volatile, which could result in losses to our investors and litigation against us
- 57At December 31, 2025, a small number of institutional shareholders own a significant portion of our common stock and they may exercise significant influence over us and their interests may be different from our other shareholdersnew
Risks relating to Economic Conditions and other Outside Forces
- 58Changes to the U.S. political and economic environment could adversely affect our business operations and financial conditionnew
- 59Changes and instability in global economic conditions and geopolitical matters could have a material adverse effect on our business, financial condition and results of operations22% rewritten
- 60A slowdown in economic growth or a resumption of recessionary economic conditions could have an adverse effect on our business in the future
- 61The soundness of other financial institutions could adversely affect us
- 62Our business is subject to the success of the local economies where we operate
- 63Natural disasters, adverse weather or manmade events could negatively affect our local economies or disrupt our operations, which would have an adverse effect on our business or results of operations21% rewritten
- 64We are subject to physical and financial risks associated with climate change and other weather and natural disaster impacts
- 65Market volatility could adversely affect our operations or ability to access capital
- 66Competition from financial institutions and other financial service providers may adversely affect our profitability38% rewritten
- 67The fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings
- 68We are or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences
Other SouthState Bank 10-Ks
- 2025 10-K risk factors
70 risks. IBTX merger integration, costs, compliance exposure and expected synergies dominate the risk discussion.
Filed Feb 21, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.