10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              

Commission file number 001-12669

SOUTHSTATE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina	57-0799315
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1101 First Street South, Suite 202
Winter Haven, Florida	33880
(Address of principal executive offices)	(Zip Code)

(863) 293-4710

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $2.50 par value	SSB	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☐
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding as of July 31, 2024
Common Stock, $2.50 par value	76,246,721

SouthState Corporation and Subsidiaries

June 30, 2024 Form 10-Q

INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at June 30, 2024 and December 31, 2023	3
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2024 and 2023	4
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023	5
	Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended June 30, 2024 and 2023	6
	Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2024 and 2023	7
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	8
	Notes to consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	81
Item 4.	Controls and Procedures	81
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	81
Item 1A.	Risk Factors	82
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84
Item 3.	Defaults Upon Senior Securities	84
Item 4.	Mine Safety Disclosures	84
Item 5.	Other Information	84
Item 6.	Exhibits	85

2

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SouthState Corporation and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except par value)

	June 30,		December 31,
	2024		2023
		(Unaudited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	507,425	$	510,922
Federal funds sold and interest-earning deposits with banks		338,829		236,435
Deposits in other financial institutions (restricted cash)		270,912		251,520
Total cash and cash equivalents		1,117,166		998,877
Trading securities, at fair value		92,161		31,321
Investment securities:
Securities held to maturity (fair value of $1,920,941 and $2,084,736)		2,348,528		2,487,440
Securities available for sale, at fair value		4,498,264		4,784,388
Other investments		201,516		192,043
Total investment securities		7,048,308		7,463,871
Loans held for sale		100,007		50,888
Loans:
Acquired - non-purchased credit deteriorated loans		4,253,323		4,796,913
Acquired - purchased credit deteriorated loans		957,255		1,108,813
Non-acquired loans		28,023,986		26,482,763
Less allowance for credit losses		(472,298)		(456,573)
Loans, net		32,762,266		31,931,916
Premises and equipment, net		517,382		519,197
Bank owned life insurance (“BOLI”)		1,001,998		991,454
Deferred tax assets		162,951		164,354
Derivatives assets		185,036		172,939
Mortgage servicing rights		88,904		85,164
Core deposit and other intangibles		77,389		88,776
Goodwill		1,923,106		1,923,106
Other assets		417,296		480,161
Total assets	$	45,493,970	$	44,902,024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	10,374,464	$	10,649,274
Interest-bearing		26,723,938		26,399,635
Total deposits		37,098,402		37,048,909
Federal funds purchased		287,973		248,162
Securities sold under agreements to repurchase		254,430		241,023
Corporate and subordinated debentures		391,719		391,904
Other borrowings		300,000		100,000
Reserve for unfunded commitments		50,248		56,303
Derivative liabilities		955,347		804,486
Other liabilities		505,448		478,139
Total liabilities		39,843,567		39,368,926
Shareholders’ equity:
Common stock - $2.50 par value; authorized 160,000,000 shares; 76,195,723 and 76,022,039 shares issued and outstanding, respectively		190,489		190,055
Surplus		4,238,192		4,240,413
Retained earnings		1,841,933		1,685,166
Accumulated other comprehensive loss		(620,211)		(582,536)
Total shareholders’ equity		5,650,403		5,533,098
Total liabilities and shareholders’ equity	$	45,493,970	$	44,902,024

The Accompanying Notes are an Integral Part of the Financial Statements.

3

SouthState Corporation and Subsidiaries

Consolidated Statements of Income (unaudited)

(In thousands, except per share data)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Interest income:
Loans, including fees	$	478,360	$	419,355	$	942,048	$	812,720
Investment securities:
Taxable		38,747		41,254		78,492		82,819
Tax-exempt		5,769		5,586		11,337		12,144
Federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with banks		8,248		11,858		16,502		20,779
Total interest income		531,124		478,053		1,048,379		928,462
Interest expense:
Deposits		165,481		100,787		325,643		156,729
Federal funds purchased and securities sold under agreements to repurchase		4,983		3,535		9,710		6,388
Corporate and subordinated debentures		5,999		5,823		12,008		11,558
Other borrowings		4,402		6,165		6,823		10,781
Total interest expense		180,865		116,310		354,184		185,456
Net interest income		350,259		361,743		694,195		743,006
Provision for credit losses		3,889		38,389		16,575		71,480
Net interest income after provision for credit losses		346,370		323,354		677,620		671,526
Noninterest income:
Fees on deposit accounts		33,842		33,101		66,987		62,960
Mortgage banking income		5,912		4,354		12,081		8,686
Trust and investment services income		11,091		9,823		21,482		19,760
Correspondent banking and capital markets income		4,860		19,187		9,171		32,781
SBA income		3,955		2,885		8,318		6,607
Securities gains, net		—		—		—		45
Other income		15,565		7,864		28,744		17,730
Total noninterest income		75,225		77,214		146,783		148,569
Noninterest expense:
Salaries and employee benefits		151,435		147,342		301,888		291,402
Occupancy expense		22,453		22,196		45,030		43,729
Information services expense		23,144		21,119		45,497		41,044
OREO and loan related expense		1,307		(14)		1,913		155
Amortization of intangibles		5,744		7,028		11,742		14,327
Supplies, printing and postage expense		2,526		2,554		5,066		5,194
Professional fees		3,906		4,364		7,021		8,066
FDIC assessment and other regulatory charges		7,771		9,819		16,305		16,113
FDIC special assessment		619		—		4,473		—
Advertising and marketing		2,594		1,521		4,578		3,639
Merger, branch consolidation, severance related and other expense		5,785		1,808		10,298		11,220
Other expense		21,463		24,889		44,226		48,242
Total noninterest expense		248,747		242,626		498,037		483,131
Earnings:
Income before provision for income taxes		172,848		157,942		326,366		336,964
Provision for income taxes		40,478		34,495		78,940		73,591
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Earnings per common share:
Basic	$	1.74	$	1.62	$	3.24	$	3.47
Diluted	$	1.73	$	1.62	$	3.23	$	3.45
Weighted average common shares outstanding:
Basic		76,251		76,058		76,276		75,981
Diluted		76,607		76,418		76,630		76,394

The Accompanying Notes are an Integral Part of the Financial Statements.

4

SouthState Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (unaudited)

(Dollars in thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Other comprehensive income:
Unrealized holding gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during period		3,839		(64,741)		(49,737)		8,120
Tax effect		(1,056)		16,127		12,062		6,603
Reclassification adjustment for gains included in net income		—		—		—		(45)
Tax effect		—		—		—		12
Net of tax amount		2,783		(48,614)		(37,675)		14,690
Other comprehensive income (loss), net of tax		2,783		(48,614)		(37,675)		14,690
Comprehensive income	$	135,153	$	74,833	$	209,751	$	278,063

The Accompanying Notes are an Integral Part of the Financial Statements.

5

SouthState Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Three months ended June 30, 2024 and 2023

(Dollars in thousands, except for share data)

								Accumulated
								Other
	Common Stock					Retained		Comprehensive
	Shares	Amount		Surplus		Earnings		Loss		Total
Balance, March 31, 2023	75,859,665	$	189,649	$	4,224,503	$	1,448,636	$	(613,784)	$	5,249,004
Comprehensive loss:
Net income	—		—		—		123,447		—		123,447
Other comprehensive loss, net of tax effects	—		—		—		—		(48,614)		(48,614)
Total comprehensive loss											74,833
Cash dividends declared on common stock at $0.50 per share	—		—		—		(37,962)		—		(37,962)
Cash dividend equivalents paid on restricted stock units	—		—		—		(613)		—		(613)
Employee stock purchases	9,562		24		623		—		—		647
Restricted stock awards (forfeits)	(120)		(1)		1		—		—		—
Stock issued pursuant to restricted stock units	181,076		453		(453)		—		—		—
Common stock repurchased	(54,204)		(135)		(3,471)		—		—		(3,606)
Share-based compensation expense	—		—		7,707		—		—		7,707
Balance, June 30, 2023	75,995,979	$	189,990	$	4,228,910	$	1,533,508	$	(662,398)	$	5,290,010
Balance, March 31, 2024	76,177,163	$	190,443	$	4,230,345	$	1,749,215	$	(622,994)	$	5,547,009
Comprehensive loss:
Net income	—		—		—		132,370		—		132,370
Other comprehensive loss, net of tax effects	—		—		—		—		2,783		2,783
Total comprehensive loss											135,153
Cash dividends declared on common stock at $0.52 per share	—		—		—		(39,619)		—		(39,619)
AOCI reclassification to retained earnings from adoption of ASU 2018-02	—		—		—		—		—		—
Cash dividend equivalents paid on restricted stock units	—		—		—		(33)		—		(33)
Employee stock purchases	9,092		23		707		—		—		730
Stock options exercised	1,099		3		47		—		—		50
Restricted stock awards (forfeits)	(252)		(1)		1		—		—		—
Stock issued pursuant to restricted stock units	9,299		23		(23)		—		—		—
Stock issued in lieu of cash - directors fees	1,148		3		90		—		—		93
Common stock repurchased - buyback plan	—		—		—		—		—		—
Common stock repurchased	(1,826)		(5)		(135)		—		—		(140)
Share-based compensation expense	—		—		7,160		—		—		7,160
Balance, June 30, 2024	76,195,723	$	190,489	$	4,238,192	$	1,841,933	$	(620,211)	$	5,650,403

6

SouthState Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Six months ended June 30, 2024 and 2023

(Dollars in thousands, except for share data)

								Accumulated Other
	Common Stock					Retained		Comprehensive
	Shares	Amount		Surplus		Earnings		Loss		Total
Balance, December 31, 2022	75,704,563	$	189,261	$	4,215,712	$	1,347,042	$	(677,088)	$	5,074,927
Comprehensive income:
Net income	—		—		—		263,373		—		263,373
Other comprehensive income, net of tax effects	—		—		—		—		14,690		14,690
Total comprehensive income											278,063
Cash dividends declared on common stock at $1.00 per share	—		—		—		(75,874)		—		(75,874)
Cash dividend equivalents paid on restricted stock units	—		—		—		(1,033)		—		(1,033)
Employee stock purchases	9,562		24		623		—		—		647
Stock options exercised	23,516		59		1,114		—		—		1,173
Restricted stock awards (forfeits)	(2,353)		(6)		6		—		—		—
Stock issued pursuant to restricted stock units	358,784		897		(897)		—		—		—
Common stock repurchased	(98,093)		(245)		(6,777)		—		—		(7,022)
Share-based compensation expense	—		—		19,129		—		—		19,129
Balance, June 30, 2023	75,995,979	$	189,990	$	4,228,910	$	1,533,508	$	(662,398)	$	5,290,010
Balance, December 31, 2023	76,022,039	$	190,055	$	4,240,413	$	1,685,166	$	(582,536)	$	5,533,098
Comprehensive income:
Net income	—		—		—		247,426		—		247,426
Other comprehensive loss, net of tax effects	—		—		—		—		(37,675)		(37,675)
Total comprehensive income											209,751
Cash dividends declared on common stock at $1.04 per share	—		—		—		(79,217)		—		(79,217)
Cash dividend equivalents paid on restricted stock units	—		—		—		(1,196)		—		(1,196)
Employee stock purchases	9,092		23		707		—		—		730
Stock options exercised	7,448		19		422		—		—		441
Restricted stock awards (forfeits)	(316)		(2)		2		—		—		—
Stock issued pursuant to restricted stock units	353,675		884		(884)		—		—		—
Stock issued in lieu of cash - directors fees	1,148		3		90		—		—		93
Common stock repurchased - buyback plan	(100,000)		(250)		(7,735)		—		—		(7,985)
Common stock repurchased	(97,363)		(243)		(7,850)		—		—		(8,093)
Share-based compensation expense	—		—		13,027		—		—		13,027
Cumulative change in accounting principle due to the adoption of ASU 2023-02	—		—		—		(10,246)		—		(10,246)
Balance, June 30, 2024	76,195,723	$	190,489	$	4,238,192	$	1,841,933	$	(620,211)	$	5,650,403

The Accompanying Notes are an Integral Part of the Financial Statements.

7

SouthState Corporation and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)

	Six Months Ended
	June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	247,426	$	263,373
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,837		29,864
Provision for credit losses		16,575		71,480
Deferred income taxes		9,221		19,990
Gains on sale of securities, net		—		(45)
Share-based compensation expense		13,027		19,129
Accretion of discount related to acquired loans		(8,673)		(12,878)
Gains on disposal of premises and equipment		(7)		(89)
Gains on sale of bank properties held for sale and repossessed real estate		(1,090)		(1,430)
Net amortization of premiums and discounts on investment securities		9,721		10,197
Bank properties held for sale and repossessed real estate write downs		52		1,231
Fair value adjustment for loans held for sale		(1,008)		(66)
Originations and purchases of loans held for sale		(553,362)		(422,596)
Proceeds from sales of loans held for sale		511,006		411,489
Gains on sales of loans held for sale		(5,755)		(2,810)
Increase in cash surrender value of BOLI		(13,444)		(12,135)
Net change in:
Accrued interest receivable		(5,462)		(2,636)
Prepaid assets		(4,177)		(829)
Operating leases		216		196
Bank owned life insurance		(840)		(976)
Trading securities		(60,840)		(25,317)
Derivative assets		(12,097)		36,536
Miscellaneous other assets		40,804		4,258
Accrued interest payable		(1,465)		25,573
Accrued income taxes		20,603		(9,601)
Derivative liabilities		150,861		(58,426)
Miscellaneous other liabilities		25,351		28,174
Net cash provided by operating activities		404,480		371,656
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale		—		125,298
Proceeds from maturities and calls of investment securities held to maturity		136,746		95,566
Proceeds from maturities and calls of investment securities available for sale		241,844		255,808
Proceeds from sales and redemptions of other investment securities		85,517		146,625
Purchases of investment securities available for sale		(13,014)		(3,174)
Purchases of other investment securities		(94,989)		(163,636)
Net increase in loans		(857,537)		(1,361,435)
Recoveries of loans previously charged off		9,626		7,858
Purchase of bank owned life insurance		—		(5,966)
Purchases of premises and equipment		(14,999)		(15,034)
Proceeds from redemption and payout of bank owned life insurance policies		3,739		4,292
Proceeds from sale of bank properties held for sale and repossessed real estate		8,724		7,610
Proceeds from sale of premises and equipment		363		675
Net cash used in investing activities		(493,980)		(905,513)
Cash flows from financing activities:
Net increase in deposits		49,798		392,123
Net increase in federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings		53,218		25,029
Proceeds from borrowings		2,550,000		4,850,000
Repayment of borrowings		(2,350,000)		(4,450,000)
Common stock issuance		823		647
Common stock repurchases		(16,078)		(7,022)
Dividends paid		(80,413)		(76,907)
Stock options exercised		441		1,173
Net cash provided by financing activities		207,789		735,043
Net increase in cash and cash equivalents		118,289		201,186
Cash and cash equivalents at beginning of period		998,877		1,312,563
Cash and cash equivalents at end of period	$	1,117,166	$	1,513,749
Supplemental Disclosures:
Cash Flow Information:
Cash paid for:
Interest	$	355,649	$	159,883
Income taxes	$	42,186	$	62,170
Recognition of operating lease assets in exchange for lease liabilities	$	9,093	$	—
Schedule of Noncash Investing Transactions:
Real estate acquired in full or in partial settlement of loans	$	3,604	$	3,186

The Accompanying Notes are an Integral Part of the Financial Statements.

8

SouthState Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, otherwise referred to as GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period information has been reclassified to conform to the current period presentation, and these reclassifications had no impact on net income or equity as previously reported. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The consolidated balance sheet at December 31, 2023, has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements.

Note 2 — Summary of Significant Accounting Policies

The information contained in the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2024, should be referenced when reading these unaudited consolidated financial statements. Unless otherwise mentioned or unless the context requires otherwise, references herein to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Corporation and its consolidated subsidiaries. References to the “Bank” or “SouthState Bank” means SouthState Corporation’s wholly owned subsidiary, South State Bank, National Association, a national banking association.

In the second quarter of 2024, updates were made to certain estimates used in the Company’s current expected credit loss model, the most significant of which include expanding the number of macroeconomic variables used in the quantitative models, incorporating more granular loss data, and adjusting the reasonable and supportable forecast period from one to two years. We continue to update and expand our qualitative framework to further address factors not captured in the quantitative process.

Loans

Loans that management has originated and has the intent and ability to hold for the foreseeable future or until maturity or pay off generally are reported at their unpaid principal balances, less unearned income and net of any deferred loan fees and costs, including unamortized fair value discount or premium. Unearned income on installment loans is recognized as income over the terms of the loans by methods that generally approximate the interest method. Interest on other loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. If the loan is prepaid, the remaining unamortized fees and costs are charged or credited to interest income. Amortization ceases for non-accrual loans.

We place loans on nonaccrual once reasonable doubt exists about the collectability of all principal and interest due. Generally, this occurs when principal or interest is 90 days or more past due, unless the loan is well secured and in the process of collection and excludes factored receivables. For factored receivables, which are commercial trade credits rather than promissory notes, the Company’s practice, in most cases, is to charge-off unpaid recourse receivables when they become 90 days past due from the invoice due date and the non-recourse receivables when they become 120 days past due from the statement due date. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

9

A loan is evaluated individually for loss when it is on nonaccrual and has a net book balance over $1 million. Large pools of homogeneous loans are collectively evaluated for loss and reserved at the pool level. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as nonaccrual, provided that management expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of delay.

Allowance for Credit Losses (“ACL”) – Investment Securities

Management monitors the held to maturity securities portfolio to determine whether a valuation account should be recorded. Management evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value at least quarterly, and more frequently when economic or market concerns warrant such evaluation. The Company’s methodology on how the ACL is calculated is disclosed in Note 1 — Summary of Significant Accounting Policies, under the “ACL – Investment Securities” section, of our Annual Report for the year ended December 31, 2023. As of June 30, 2024, and December 31, 2023, the Company had $2.4 billion and $2.5 billion, respectively, of held to maturity securities and no related valuation account.

The Company follows its nonaccrual policy by reversing interest income in the income statement when the Company determines the interest for held to maturity securities is uncollectible. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable. As of June 30, 2024, and December 31, 2023, the accrued interest receivables for all investment securities recorded in Other Assets were $25.8 million and $26.5 million, respectively.

ACL – Loans and Certain Off-Balance-Sheet Credit Exposures

The ACL for loans held for investment reflects management’s estimate of credit losses that will result from the inability of our borrowers to make required loan payments. The Company makes adjustments to the ACL by recording a provision for or recovery of credit losses through earnings. Loans charged off are recorded as reductions to the ACL on the balance sheet and subsequent recoveries of loan charge-offs are recorded as increases to the ACL when they are received.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality, or term, as well as for changes in macroeconomic conditions, such as changes in unemployment rates, gross domestic product, property values, or other relevant factors. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected losses may result in a range of expected losses. The Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected losses.

The Company generally uses an eight-quarter forecast period, based on a single forecast scenario or a blend of multiple forecast scenarios, using variables management believes are most relevant to each portfolio segment. For periods beyond which management is able to develop reasonable and supportable forecasts, the Company reverts to the average historical loss rate, reflecting historical default probabilities and loss severities, using a reversion speed that approximates four quarters. The forecast period and scenarios used are reviewed on a quarterly basis and may be adjusted based on management's view of the current economic conditions and level of predictability the forecast can provide.

10

While quantitative allowance methodologies strive to reflect all risk factors, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Imprecision exists in the estimation process due to the inherent time lag between obtaining information, performing the calculation, as well as variations between estimates and actual outcomes. As a result, amounts determined under the methodologies described above are adjusted by management to consider the potential impact of other qualitative factors not captured in the quantitative model adjustments which include, but are not limited to, the following: imprecision or conditions not captured in economic scenario assumptions, emerging risks related to either changes in the internal or external environment that are affecting specific portfolios, trends in loan or portfolio level credit metrics not captured in quantitative modeling, or model imprecision adjustments. The consideration of these items results in adjustments to allowance amounts included in the Company’s allowance for credit losses for each loan portfolio.

The Company’s ACL is calculated using collectively evaluated and individually evaluated loans. Even though portions of the allowance may be allocated to specific loans or pools of loans, the entire allowance is available for any credit that, in management’s judgment, should be charged off.

Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications. Loans modified to a borrower experiencing financial difficulty are reviewed by the Bank to determine if an interest rate reduction, a term extension, an other-than-insignificant payment delay, a principal forgiveness, or any combination of these has occurred.

The ACL includes expected losses from modifications of receivables to borrowers experiencing financial difficulty. Losses on modifications of non-accrual loans over $1 million to borrowers experiencing financial difficulty are estimated on an individual basis. Because the effect of the remainder of modifications made to borrowers experiencing financial difficulty is already incorporated into the measurement methodologies used to estimate the allowance, they are accounted for as pooled loans.

For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the Provision for Credit Losses in the Consolidated Statements of Income. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of June 30, 2024, and December 31, 2023, the accrued interest receivables for loans recorded in Other Assets were $132.7 million and $127.0 million, respectively.

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. The expected losses associated with these exposures within the unfunded portion of the expected credit loss are recorded as a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on internal historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of June 30, 2024, and December 31, 2023, the liabilities recorded for expected credit losses on unfunded commitments were $50.2 million and $56.3 million, respectively. The current adjustment to the reserve for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income.

11

The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the pool-basis allowance and in reserves assigned on an individual basis as the collectability of classified loans is evaluated with new information. As the Company’s portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to the Audit and Risk Committees of the Board of Directors for their review. The committees report to the board as part of the board's quarterly review of the Company’s consolidated financial statements.

Reclassification and Correction

Certain amounts previously reported have been reclassified to conform to the current quarter’s presentation. Such reclassifications had no effect on net income and shareholders’ equity.

Note 3 — Recent Accounting and Regulatory Pronouncements

Accounting Standards Adopted

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The amendments in this update allow the option for an entity to apply the proportional amortization method of accounting to other equity investments, in addition to the previously permitted low-income housing tax credit (“LIHTC”) structured investments, that are made for the primary purpose of receiving tax credits or other income tax benefits, if certain conditions are met. The proportional amortization method of accounting results in the amortization of applicable investments, as well as the related income tax credits or other income tax benefits received, being presented on a single line within income tax expense on the consolidated statements of income. Prior to this update, the application of the proportional amortization method of accounting was limited to LIHTC structured investments. Under this update, an entity has the option to apply the proportional amortization method of accounting to applicable investments on a tax-credit-program-by-tax-credit-program basis. Also under this update, LIHTC structured investments for which the proportional amortization method is not applied can no longer be accounted for using the delayed equity contribution guidance. The amendments in this update also require additional disclosures in interim and annual periods concerning investments for which the proportional amortization method is applied, including the nature of tax equity investments, the effect of tax equity investments and related income tax credits and other income tax benefits on the financial position and results of operations.

The Company adopted ASU 2023-02 effective January 1, 2024, and changed the accounting method of its LIHTC structured investments from the equity method to the proportional amortization method. The Company adopted ASU 2023-02 using the modified retrospective approach. Under this adoption approach, management was required to verify the LIHTCs met the conditions for proportional amortization method as of the date the investments were originally made by the Bank. In addition, management evaluated the actual tax credits and other income tax benefits received, as well as the remaining benefits expected to be received, as of the adoption date. The cumulative difference between the equity method and proportional amortization method resulted in a one-time cumulative effect adjustment recorded through retained earnings as of January 1, 2024. The cumulative effect resulting from the adoption of proportional amortization method was a net reduction to retained earnings of $9.4 million, which reflects the amortization expense in proportion to the tax credits and benefits realized on a life-to-date basis of all LIHTCs as of December 31, 2023. Additionally, the proportional amortization method does not require deferred taxes be tracked as was the case with the equity method; therefore, deferred taxes of $836,000 were written-off as an additional reduction to retained earnings effective January 1, 2024.

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Issued But Not Yet Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity’s reportable segments and address requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. Segment information gives investors an understanding of overall performance and is key to assessing potential future cash flows. In addition, although information about a segment’s revenue and measure of profit or loss is disclosed in an entity’s financial statements, there is limited information disclosed about a segment’s expenses. The key amendments include annual and interim disclosures of significant expenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported measure of profit or loss, as well as any other key measure of performance used for segment management decisions. This ASU also requires disclosure of key profitability measures used in assessing performance and how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not anticipate this ASU will have a material impact on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors, lenders, creditors and other allocators of capital (collectively, “investors”) that use the financial statements to make capital allocation decisions. The amendments in this ASU address investor requests for more transparency about income tax information, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in both the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. The Company does not anticipate this ASU will have a material impact on its financial statements.

Note 4 — Mergers and Acquisitions

Announcement of Merger between SouthState and Independent Bank Group, Inc. (“Independent”)

On May 20, 2024, the Company and Independent, a Texas-based corporation, announced that the companies have entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Independent will merge with and into the Company, with the Company continuing as the surviving corporation in the merger. Immediately following the merger, Independent’s wholly owned banking subsidiary, Independent Bank will merge with and into the Company’s wholly owned banking subsidiary, SouthState Bank, National Association, which will continue as the surviving bank in the bank merger. The Merger Agreement was approved by the Boards of Directors of the Company and Independent by the unanimous vote of the directors present at the applicable meeting. The merger is subject to approvals by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (“Federal Reserve”), and the Company’s and Independent’s shareholders. Under the terms of the Merger Agreement, shareholders of Independent will receive 0.60 shares of the Company’s common stock for each share of Independent common stock they own. The transaction is expected to close during the first quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of required statutory approvals and approval by the shareholders of each of the Company and Independent. At June 30, 2024, Independent reported $18.4 billion in total assets, $14.6 billion in loans and $15.8 billion in deposits.

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Note 5 — Investment Securities

The following is the amortized cost and fair value of investment securities held to maturity:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
June 30, 2024:
U.S. Government agencies	$	147,270	$	—	$	(24,781)	$	122,489
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,370,142		—		(243,434)		1,126,708
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		428,468		—		(73,856)		354,612
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		351,181		—		(74,117)		277,064
Small Business Administration loan-backed securities		51,467		—		(11,399)		40,068
	$	2,348,528	$	—	$	(427,587)	$	1,920,941
December 31, 2023:
U.S. Government agencies	$	197,267	$	—	$	(24,607)	$	172,660
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,438,102		—		(227,312)		1,210,790
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		444,883		—		(68,139)		376,744
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		354,055		—		(71,327)		282,728
Small Business Administration loan-backed securities		53,133		—		(11,319)		41,814
	$	2,487,440	$	—	$	(402,704)	$	2,084,736

The following is the amortized cost and fair value of investment securities available for sale:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
June 30, 2024:
U.S. Treasuries	$	38,098	$	—	$	(153)	$	37,945
U.S. Government agencies		216,148		—		(21,025)		195,123
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,735,232		125		(286,429)		1,448,928
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		592,712		5		(102,173)		490,544
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,207,592		595		(199,225)		1,008,962
State and municipal obligations		1,124,430		1		(171,729)		952,702
Small Business Administration loan-backed securities		379,899		64		(43,221)		336,742
Corporate securities		30,509		—		(3,191)		27,318
	$	5,324,620	$	790	$	(827,146)	$	4,498,264
December 31, 2023:
U.S. Treasuries	$	74,720	$	—	$	(830)	$	73,890
U.S. Government agencies		246,089		—		(21,383)		224,706
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,822,104		294		(264,092)		1,558,306
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		626,735		—		(99,313)		527,422
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,217,125		1,516		(194,471)		1,024,170
State and municipal obligations		1,129,750		2		(152,291)		977,461
Small Business Administration loan-backed securities		413,950		86		(42,350)		371,686
Corporate securities		30,533		—		(3,786)		26,747
	$	5,561,006	$	1,898	$	(778,516)	$	4,784,388

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The following is the amortized cost and carrying value of other investment securities:

	Carrying
(Dollars in thousands)	Value
June 30, 2024:
Federal Home Loan Bank stock	$	32,336
Federal Reserve Bank stock		150,261
Investment in unconsolidated subsidiaries		3,563
Other nonmarketable investment securities		15,356
	$	201,516
December 31, 2023:
Federal Home Loan Bank stock	$	22,836
Federal Reserve Bank stock		150,261
Investment in unconsolidated subsidiaries		3,563
Other nonmarketable investment securities		15,383
	$	192,043

The Company’s other investment securities consist of non-marketable equity securities that have 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 June 30, 2024, we determined that there was no impairment on other investment securities.

The amortized cost and fair value of debt securities at June 30, 2024, by contractual maturity are detailed below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

	Securities				Securities
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	14,365	$	14,057	$	143,274	$	141,624
Due after one year through five years		36,511		32,483		306,612		285,442
Due after five years through ten years		456,439		389,368		1,239,040		1,063,459
Due after ten years		1,841,213		1,485,033		3,635,694		3,007,739
	$	2,348,528	$	1,920,941	$	5,324,620	$	4,498,264

During the three and six months ended June 30, 2024, there were no sales of securities available for sale and therefore, there were no gains or losses on sale securities available for sale. During the three and six months ended June 30, 2023, there were gross gains of $1.3 million and gross losses of $1.3 million, a net gain of $45,000, realized from the sale of available for sale securities.

There were no sales of held to maturity securities during the three and six months ended June 30, 2024, or June 30, 2023.

15

Information pertaining to our securities with gross unrealized losses at June 30, 2024, and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is as follows:

	Less Than				Twelve Months
	Twelve Months				or More
	Gross Unrealized		Fair		Gross Unrealized		Fair
(Dollars in thousands)	Losses		Value		Losses		Value
June 30, 2024:
Securities Held to Maturity
U.S. Government agencies	$	—	$	—	$	24,781	$	122,489
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		243,434		1,126,708
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		73,856		354,612
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		74,117		277,064
Small Business Administration loan-backed securities		—		—		11,399		40,068
	$	—	$	—	$	427,587	$	1,920,941
Securities Available for Sale
U.S. Treasuries (1)	$	—	$	10,834	$	153	$	24,815
U.S. Government agencies		—		—		21,025		195,123
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		136		8,848		286,293		1,430,209
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		102,173		489,387
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		106		16,816		199,119		920,215
State and municipal obligations		1,860		20,142		169,869		930,359
Small Business Administration loan-backed securities		2		704		43,219		317,384
Corporate securities		13		485		3,178		26,833
	$	2,117	$	57,829	$	825,029	$	4,334,325
December 31, 2023:
Securities Held to Maturity
U.S. Government agencies	$	—	$	—	$	24,607	$	172,660
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		227,312		1,210,790
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		68,139		376,745
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		71,327		282,728
Small Business Administration loan-backed securities		—		—		11,319		41,814
	$	—	$	—	$	402,704	$	2,084,737
Securities Available for Sale
U.S. Treasuries	$	—	$	—	$	830	$	73,890
U.S. Government agencies		—		—		21,383		224,706
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		122		9,358		263,970		1,539,208
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		99,313		527,422
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		91		7,959		194,380		955,059
State and municipal obligations		177		6,340		152,114		967,305
Small Business Administration loan-backed securities		128		42,447		42,222		304,770
Corporate securities		18		480		3,768		26,267
	$	536	$	66,584	$	777,980	$	4,618,627

(1) The U.S. Treasury securities in a continuous unrealized losses position for less than twelve months at June 30, 2024, had a combined gross unrealized loss total of less than $1,000.

The Company’s valuation methodology for securities impairment is disclosed in Note 1—Summary of Significant Accounting Policies, under “Investment Securities” section, of our Annual Report on Form 10-K for the year ended December 31, 2023. All debt securities in an unrealized loss position as of June 30, 2024, continue to perform as scheduled and management does not believe there is a credit loss or a provision for credit losses is necessary. Management does not currently intend to sell the securities within the portfolio, and it is not more-likely-than-not that the Company will be required to sell the debt securities. Management continues to monitor all of the securities with a high degree of scrutiny. See Note 2 — Summary of Significant Accounting Policies for further discussion.

16

At June 30, 2024, investment securities with a market value of $2.3 billion and a carrying value of $2.5 billion were pledged to secure public funds deposits and for other purposes required and permitted by law (excluding securities pledged to secure repurchase agreement disclosed in Note 20 — Short-Term Borrowings, under the “Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)” section). Of the $2.5 billion carrying value of investment securities pledged, $2.2 billion were pledged to secure public funds deposits, $196.7 million were pledged to secure FHLB advances and $108.0 million were pledged to secure interest rate swap positions with correspondent banks. At December 31, 2023, investment securities with a market value of $3.0 billion and a carrying value of $3.2 billion were pledged to secure public funds deposits and for other purposes required and permitted by law. Of the $3.2 billion carrying value of investment securities pledged, $2.4 billion were pledged to secure public funds deposits, $729.4 million were pledged to secure FHLB advances and $115.0 million were pledged to secure interest rate swap positions with correspondent banks.

Trading Securities

At June 30, 2024, and December 31, 2023, trading securities, at estimated fair value, were as follows:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
U.S. Treasuries	$	20,500	$	—
U.S. Government agencies		10,220		1,537
Residential mortgage pass-through securities issued or guaranteed by U.S.
government agencies or sponsored enterprises		28,838		14,461
Other residential mortgage issued or guaranteed by U.S. government
agencies or sponsored enterprises		1,865		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		2,782		—
State and municipal obligations		26,134		14,620
Other debt securities		1,822		703
	$	92,161	$	31,321

Net losses on trading securities for the three and six months ended June 30, 2024, and 2023 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Net gains (losses) on sales transaction	$	170	$	7	$	224	$	(40)
Net mark to mark losses		(323)		(195)		(311)		(201)
Net losses on trading securities	$	(153)	$	(188)	$	(87)	$	(241)

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Note 6 — Loans

The following is a summary of total loans:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Loans:
Construction and land development (1)	$	2,592,307	$	2,923,514
Commercial non-owner-occupied		9,106,816		8,571,634
Commercial owner-occupied real estate		5,522,978		5,497,671
Consumer owner-occupied (2)		6,969,340		6,595,005
Home equity loans		1,471,384		1,398,445
Commercial and industrial		5,769,838		5,504,539
Other income producing property		624,957		656,334
Consumer		1,175,135		1,233,650
Other loans		1,809		7,697
Total loans		33,234,564		32,388,489
Less allowance for credit losses		(472,298)		(456,573)
Loans, net	$	32,762,266	$	31,931,916

(1) Construction and land development includes loans for both commercial construction and development, as well as loans for 1-4 family construction and lot loans.

(2) Consumer owner-occupied real estate includes loans on both 1-4 family owner-occupied property, as well as loans collateralized by 1-4 family owner-occupied property with a business intent.

The above table reflects the loan portfolio at the amortized cost basis for the periods June 30, 2024, and December 31, 2023, to include net deferred costs of $77.8 million compared to net deferred costs of $68.0 million, respectively, and unamortized discount related to loans acquired of $42.7 million and $51.3 million, respectively. Accrued interest receivables of $132.7 million and $127.0 million, respectively, are accounted for separately and reported in other assets for the periods June 30, 2024, and December 31, 2023.

As part of the ongoing monitoring of the credit quality of our loan portfolio, management tracks certain credit quality indicators, including trends related to (i) the level of classified loans, (ii) net charge-offs, (iii) non-performing loans (see details below), and (iv) the general economic conditions of the markets that we serve.

The Company utilizes a risk grading matrix to assign a risk grade to each commercial loan. Classified loans are assessed at a minimum every six months. A description of the general characteristics of the risk grades is as follows:

● Pass—These loans range from minimal credit risk to average, however, still acceptable credit risk.

● Special mention—A special mention loan has potential weaknesses that deserve Management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.

● Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

● Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

Construction and land development loans in the following table are on commercial and speculative real estate. Consumer owner-occupied loans are collateralized by 1-4 family owner-occupied property with a business intent.

18

The following tables present the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending June 30, 2024:

		Term Loans
(Dollars in thousands)		Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Construction and land development
Risk rating:
Pass	$	125,752	$	519,137	$	1,100,600	$	128,693	$	10,082	$	17,056	$	48,633	$	1,949,953
Special mention		733		1,682		30,311		48,402		—		341		—		81,469
Substandard		47		—		15,225		765		—		608		—		16,645
Doubtful		—		—		—		—		1		5		—		6
Total Construction and land development	$	126,532	$	520,819	$	1,146,136	$	177,860	$	10,083	$	18,010	$	48,633	$	2,048,073
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	74	$	2,088	$	—	$	2,162
Commercial non-owner-occupied
Risk rating:
Pass	$	346,456	$	849,321	$	2,566,851	$	1,932,908	$	620,771	$	1,995,747	$	96,578	$	8,408,632
Special mention		247		17,986		54,393		92,173		8,646		12,503		92		186,040
Substandard		39,486		43,684		139,358		77,253		82,625		129,737		—		512,143
Doubtful		—		—		—		1		—		—		—		1
Total Commercial non-owner-occupied	$	386,189	$	910,991	$	2,760,602	$	2,102,335	$	712,042	$	2,137,987	$	96,670	$	9,106,816
Commercial non-owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	176	$	—	$	71	$	—	$	247
Commercial Owner-Occupied
Risk rating:
Pass	$	261,676	$	574,218	$	1,024,957	$	1,044,146	$	608,433	$	1,622,413	$	73,759	$	5,209,602
Special mention		2,123		13,806		51,635		6,445		1,017		21,362		5,167		101,555
Substandard		10,043		27,888		35,338		36,984		21,518		71,331		8,708		211,810
Doubtful		4		3		—		—		—		4		—		11
Total commercial owner-occupied	$	273,846	$	615,915	$	1,111,930	$	1,087,575	$	630,968	$	1,715,110	$	87,634	$	5,522,978
Commercial owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	91	$	227	$	75	$	—	$	393
Commercial and industrial
Risk rating:
Pass	$	1,150,687	$	801,250	$	999,002	$	576,804	$	331,704	$	498,792	$	1,160,020	$	5,518,259
Special mention		1,782		2,765		6,856		1,624		678		4,605		22,173		40,483
Substandard		14,877		33,576		31,537		24,506		2,851		20,450		83,199		210,996
Doubtful		—		6		24		62		1		3		4		100
Total commercial and industrial	$	1,167,346	$	837,597	$	1,037,419	$	602,996	$	335,234	$	523,850	$	1,265,396	$	5,769,838
Commercial and industrial
Current-period gross charge-offs	$	523	$	941	$	2,450	$	290	$	24	$	2,852	$	1,160	$	8,240
Other income producing property
Risk rating:
Pass	$	24,165	$	57,019	$	121,434	$	89,451	$	48,566	$	118,513	$	38,353	$	497,501
Special mention		139		507		220		1,002		785		2,253		183		5,089
Substandard		927		725		3,173		2,608		329		6,957		1,299		16,018
Doubtful		—		—		—		—		—		—		—		—
Total other income producing property	$	25,231	$	58,251	$	124,827	$	93,061	$	49,680	$	127,723	$	39,835	$	518,608
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer owner-occupied
Risk rating:
Pass	$	2,101	$	18,493	$	6,585	$	3,920	$	644	$	712	$	29,386	$	61,841
Special mention		20		229		59		—		15		264		493		1,080
Substandard		1,075		—		—		—		5		177		—		1,257
Doubtful		—		—		—		—		—		1		—		1
Total Consumer owner-occupied	$	3,196	$	18,722	$	6,644	$	3,920	$	664	$	1,154	$	29,879	$	64,179
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other loans
Risk rating:
Pass	$	1,809	$	—	$	—	$	—	$	—	$	—	$	—	$	1,809
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total other loans	$	1,809	$	—	$	—	$	—	$	—	$	—	$	—	$	1,809
Other loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Commercial Loans
Risk rating:
Pass	$	1,912,646	$	2,819,438	$	5,819,429	$	3,775,922	$	1,620,200	$	4,253,233	$	1,446,729	$	21,647,597
Special mention		5,044		36,975		143,474		149,646		11,141		41,328		28,108		415,716
Substandard		66,455		105,873		224,631		142,116		107,328		229,260		93,206		968,869
Doubtful		4		9		24		63		2		13		4		119
Total Commercial Loans	$	1,984,149	$	2,962,295	$	6,187,558	$	4,067,747	$	1,738,671	$	4,523,834	$	1,568,047	$	23,032,301
Commercial Loans
Current-period gross charge-offs	$	523	$	941	$	2,450	$	557	$	325	$	5,086	$	1,160	$	11,042

19

The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending December 31, 2023:

		Term Loans
(Dollars in thousands)		Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Construction and land development
Risk rating:
Pass	$	480,860	$	1,036,691	$	503,433	$	19,626	$	5,585	$	19,200	$	49,191	$	2,114,586
Special mention		1,683		35,790		2,922		—		—		458		—		40,853
Substandard		390		46,311		765		—		4,285		767		—		52,518
Doubtful		—		—		—		3		—		5		—		8
Total Construction and land development	$	482,933	$	1,118,792	$	507,120	$	19,629	$	9,870	$	20,430	$	49,191	$	2,207,965
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	204	$	—	$	2	$	—	$	206
Commercial non-owner-occupied
Risk rating:
Pass	$	759,501	$	2,501,611	$	1,878,889	$	674,470	$	706,794	$	1,535,248	$	104,698	$	8,161,211
Special mention		3,376		38,854		19,899		10,044		9,872		12,976		93		95,114
Substandard		73,282		11,928		35,692		61,893		78,976		53,388		149		315,308
Doubtful		—		—		1		—		—		—		—		1
Total Commercial non-owner-occupied	$	836,159	$	2,552,393	$	1,934,481	$	746,407	$	795,642	$	1,601,612	$	104,940	$	8,571,634
Commercial non-owner-occupied
Current-period gross charge-offs	$	—	$	—	$	51	$	—	$	—	$	253	$	—	$	304
Commercial Owner-Occupied
Risk rating:
Pass	$	556,192	$	1,015,236	$	1,088,976	$	635,694	$	648,082	$	1,176,796	$	88,298	$	5,209,274
Special mention		1,976		31,484		15,777		1,435		7,776		22,551		690		81,689
Substandard		24,240		37,922		26,810		26,308		20,310		63,220		7,890		206,700
Doubtful		3		—		—		1		—		4		—		8
Total commercial owner-occupied	$	582,411	$	1,084,642	$	1,131,563	$	663,438	$	676,168	$	1,262,571	$	96,878	$	5,497,671
Commercial owner-occupied
Current-period gross charge-offs	$	—	$	126	$	—	$	—	$	—	$	—	$	—	$	126
Commercial and industrial
Risk rating:
Pass	$	1,187,836	$	1,140,702	$	669,188	$	367,668	$	182,519	$	413,271	$	1,313,978	$	5,275,162
Special mention		2,395		7,624		3,604		2,762		3,870		898		18,300		39,453
Substandard		26,780		29,515		23,423		4,001		5,472		15,226		85,409		189,826
Doubtful		2		11		68		1		—		13		3		98
Total commercial and industrial	$	1,217,013	$	1,177,852	$	696,283	$	374,432	$	191,861	$	429,408	$	1,417,690	$	5,504,539
Commercial and industrial
Current-period gross charge-offs	$	7,272	$	3,171	$	13,169	$	429	$	765	$	1,637	$	1,144	$	27,587
Other income producing property
Risk rating:
Pass	$	58,012	$	129,858	$	96,743	$	51,615	$	40,988	$	105,810	$	39,701	$	522,727
Special mention		517		266		347		69		288		2,296		203		3,986
Substandard		693		5,062		2,634		588		630		5,772		2,121		17,500
Doubtful		—		—		—		—		—		—		—		—
Total other income producing property	$	59,222	$	135,186	$	99,724	$	52,272	$	41,906	$	113,878	$	42,025	$	544,213
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer owner-occupied
Risk rating:
Pass	$	18,908	$	4,509	$	2,746	$	1,293	$	287	$	315	$	25,635	$	53,693
Special mention		236		339		18		41		271		—		—		905
Substandard		24		—		—		927		1,560		182		150		2,843
Doubtful		—		—		—		—		—		1		1		2
Total Consumer owner-occupied	$	19,168	$	4,848	$	2,764	$	2,261	$	2,118	$	498	$	25,786	$	57,443
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other loans
Risk rating:
Pass	$	7,697	$	—	$	—	$	—	$	—	$	—	$	—	$	7,697
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total other loans	$	7,697	$	—	$	—	$	—	$	—	$	—	$	—	$	7,697
Other loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Commercial Loans
Risk rating:
Pass	$	3,069,006	$	5,828,607	$	4,239,975	$	1,750,366	$	1,584,255	$	3,250,640	$	1,621,501	$	21,344,350
Special mention		10,183		114,357		42,567		14,351		22,077		39,179		19,286		262,000
Substandard		125,409		130,738		89,324		93,717		111,233		138,555		95,719		784,695
Doubtful		5		11		69		5		—		23		4		117
Total Commercial Loans	$	3,204,603	$	6,073,713	$	4,371,935	$	1,858,439	$	1,717,565	$	3,428,397	$	1,736,510	$	22,391,162
Commercial Loans
Current-period gross charge-offs	$	7,272	$	3,297	$	13,220	$	633	$	765	$	1,892	$	1,144	$	28,223

20

For the consumer segment, delinquency of a loan is determined by past due status. Consumer loans are automatically placed on nonaccrual status once the loan is 90 days past due. Construction and land development loans are on 1-4 properties and lots.

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending June 30, 2024:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Consumer owner-occupied
Days past due:
Current	$	351,049	$	1,034,667	$	2,262,299	$	1,616,397	$	601,949	$	1,011,015	$	—	$	6,877,376
30 days past due		623		2,764		2,451		1,766		1,827		3,022		—		12,453
60 days past due		—		2,115		1,799		975		109		1,033		—		6,031
90 days past due		—		1,726		2,331		2,402		451		2,391		—		9,301
Total Consumer owner-occupied	$	351,672	$	1,041,272	$	2,268,880	$	1,621,540	$	604,336	$	1,017,461	$	—	$	6,905,161
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	136	$	190	$	—	$	12	$	41	$	—	$	379
Home equity loans
Days past due:
Current	$	4,762	$	6,246	$	4,585	$	1,716	$	1,495	$	12,018	$	1,432,868	$	1,463,690
30 days past due		42		31		392		13		306		336		4,701		5,821
60 days past due		—		35		8		—		—		243		228		514
90 days past due		—		98		228		36		208		522		267		1,359
Total Home equity loans	$	4,804	$	6,410	$	5,213	$	1,765	$	2,009	$	13,119	$	1,438,064	$	1,471,384
Home equity loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	110	$	—	$	110
Consumer
Days past due:
Current	$	114,207	$	256,547	$	257,784	$	115,322	$	61,117	$	178,244	$	171,373	$	1,154,594
30 days past due		37		130		319		129		4		1,087		8,428		10,134
60 days past due		4		92		289		156		8		655		5,101		6,305
90 days past due		1		681		272		22		128		1,087		1,911		4,102
Total consumer	$	114,249	$	257,450	$	258,664	$	115,629	$	61,257	$	181,073	$	186,813	$	1,175,135
Consumer
Current-period gross charge-offs	$	23	$	771	$	941	$	135	$	29	$	279	$	2,517	$	4,695
Construction and land development
Days past due:
Current	$	22,626	$	135,146	$	284,726	$	68,029	$	14,886	$	18,439	$	—	$	543,852
30 days past due		—		—		—		—		—		45		—		45
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		320		—		1		16		—		337
Total Construction and land development	$	22,626	$	135,146	$	285,046	$	68,029	$	14,887	$	18,500	$	—	$	544,234
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	304	$	—	$	—	$	—	$	—	$	304
Other income producing property
Days past due:
Current	$	1,117	$	6,106	$	41,554	$	17,367	$	4,075	$	35,549	$	229	$	105,997
30 days past due		—		—		—		—		—		243		—		243
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		—		—		109		—		109
Total other income producing property	$	1,117	$	6,106	$	41,554	$	17,367	$	4,075	$	35,901	$	229	$	106,349
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Consumer Loans
Days past due:
Current	$	493,761	$	1,438,712	$	2,850,948	$	1,818,831	$	683,522	$	1,255,265	$	1,604,470	$	10,145,509
30 days past due		702		2,925		3,162		1,908		2,137		4,733		13,129		28,696
60 days past due		4		2,242		2,096		1,131		117		1,931		5,329		12,850
90 days past due		1		2,505		3,151		2,460		788		4,125		2,178		15,208
Total Consumer Loans	$	494,468	$	1,446,384	$	2,859,357	$	1,824,330	$	686,564	$	1,266,054	$	1,625,106	$	10,202,263
Consumer Loans
Current-period gross charge-offs	$	23	$	907	$	1,435	$	135	$	41	$	430	$	2,517	$	5,488

The following table presents total loans by origination year as of and for the period ending June 30, 2024:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Total Loans	$	2,478,617	$	4,408,679	$	9,046,915	$	5,892,077	$	2,425,235	$	5,789,888	$	3,193,153	$	33,234,564
Current-period gross charge-offs	$	546	$	1,848	$	3,885	$	692	$	366	$	5,516	$	3,677	$	16,530

21

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending December 31, 2023:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Consumer owner-occupied
Days past due:
Current	$	1,019,956	$	2,125,156	$	1,641,518	$	628,107	$	288,304	$	809,419	$	—	$	6,512,460
30 days past due		1,589		2,268		1,524		654		707		4,012		—		10,754
60 days past due		—		766		528		680		—		813		—		2,787
90 days past due		1,280		2,538		1,089		1,689		315		4,650		—		11,561
Total Consumer owner-occupied	$	1,022,825	$	2,130,728	$	1,644,659	$	631,130	$	289,326	$	818,894	$	—	$	6,537,562
Consumer owner-occupied
Current-period gross charge-offs	$	68	$	90	$	27	$	—	$	—	$	2	$	—	$	187
Home equity loans
Days past due:
Current	$	6,551	$	6,454	$	2,887	$	1,396	$	1,003	$	11,518	$	1,358,829	$	1,388,638
30 days past due		60		—		132		21		44		539		5,860		6,656
60 days past due		—		—		12		104		—		458		1,268		1,842
90 days past due		117		—		27		194		1		672		298		1,309
Total Home equity loans	$	6,728	$	6,454	$	3,058	$	1,715	$	1,048	$	13,187	$	1,366,255	$	1,398,445
Home equity loans
Current-period gross charge-offs	$	—	$	—	$	—	$	64	$	—	$	29	$	84	$	177
Consumer
Days past due:
Current	$	299,871	$	305,283	$	141,369	$	75,213	$	60,265	$	143,725	$	182,608	$	1,208,334
30 days past due		443		321		247		142		137		1,384		10,757		13,431
60 days past due		64		254		152		4		4		973		6,420		7,871
90 days past due		93		395		174		196		110		1,108		1,938		4,014
Total consumer	$	300,471	$	306,253	$	141,942	$	75,555	$	60,516	$	147,190	$	201,723	$	1,233,650
Consumer
Current-period gross charge-offs	$	373	$	1,586	$	571	$	280	$	217	$	537	$	8,478	$	12,042
Construction and land development
Days past due:
Current	$	135,739	$	425,276	$	111,205	$	20,322	$	8,555	$	14,265	$	—	$	715,362
30 days past due		—		—		—		111		—		—		—		111
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		1		—		75		—		76
Total Construction and land development	$	135,739	$	425,276	$	111,205	$	20,434	$	8,555	$	14,340	$	—	$	715,549
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	19	$	—	$	19
Other income producing property
Days past due:
Current	$	6,310	$	43,022	$	18,536	$	4,331	$	2,537	$	36,911	$	280	$	111,927
30 days past due		—		—		—		—		—		67		—		67
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		—		—		127		—		127
Total other income producing property	$	6,310	$	43,022	$	18,536	$	4,331	$	2,537	$	37,105	$	280	$	112,121
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Consumer Loans
Days past due:
Current	$	1,468,427	$	2,905,191	$	1,915,515	$	729,369	$	360,664	$	1,015,838	$	1,541,717	$	9,936,721
30 days past due		2,092		2,589		1,903		928		888		6,002		16,617		31,019
60 days past due		64		1,020		692		788		4		2,244		7,688		12,500
90 days past due		1,490		2,933		1,290		2,080		426		6,632		2,236		17,087
Total Consumer Loans	$	1,472,073	$	2,911,733	$	1,919,400	$	733,165	$	361,982	$	1,030,716	$	1,568,258	$	9,997,327
Consumer Loans
Current-period gross charge-offs	$	441	$	1,676	$	598	$	344	$	217	$	587	$	8,562	$	12,425

The following table presents total loans by origination year as of and for the period ending December 31, 2023:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Total Loans	$	4,676,676	$	8,985,446	$	6,291,335	$	2,591,604	$	2,079,547	$	4,459,113	$	3,304,768	$	32,388,489
Current-period gross charge-offs	$	7,713	$	4,973	$	13,818	$	977	$	982	$	2,479	$	9,706	$	40,648

22

The following table presents an aging analysis of past due accruing loans, segregated by class:

	30 - 59 Days		60 - 89 Days		90+ Days		Total				Non-		Total
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Accruing		Loans
June 30, 2024
Construction and land development	$	46	$	—	$	—	$	46	$	2,590,977	$	1,284	$	2,592,307
Commercial non-owner-occupied		2,246		60		510		2,816		9,082,664		21,336		9,106,816
Commercial owner-occupied		4,863		1,237		475		6,575		5,462,683		53,720		5,522,978
Consumer owner-occupied		9,305		682		—		9,987		6,929,207		30,146		6,969,340
Home equity loans		4,354		458		—		4,812		1,459,643		6,929		1,471,384
Commercial and industrial		22,597		5,891		5,656		34,144		5,668,946		66,748		5,769,838
Other income producing property		578		65		118		761		621,043		3,153		624,957
Consumer		9,861		5,928		—		15,789		1,153,601		5,745		1,175,135
Other loans		—		—		—		—		1,809		—		1,809
	$	53,850	$	14,321	$	6,759	$	74,930	$	32,970,573	$	189,061	$	33,234,564
December 31, 2023
Construction and land development	$	624	$	—	$	—	$	624	$	2,921,457	$	1,433	$	2,923,514
Commercial non-owner-occupied		2,194		123		1,378		3,695		8,546,630		21,309		8,571,634
Commercial owner-occupied		3,852		1,141		988		5,981		5,446,803		44,887		5,497,671
Consumer owner-occupied		7,903		552		920		9,375		6,560,359		25,271		6,595,005
Home equity loans		6,500		1,326		—		7,826		1,385,687		4,932		1,398,445
Commercial and industrial		25,231		7,194		9,193		41,618		5,399,390		63,531		5,504,539
Other income producing property		569		570		—		1,139		651,993		3,202		656,334
Consumer		13,212		7,370		—		20,582		1,207,411		5,657		1,233,650
Other loans		—		—		—		—		7,697		—		7,697
	$	60,085	$	18,276	$	12,479	$	90,840	$	32,127,427	$	170,222	$	32,388,489

The following table is a summary of information pertaining to nonaccrual loans by class, including loans modified for borrowers with financial difficulty as of June 30, 2024, and December 31, 2023:

	June 30,		Greater than		Non-accrual		December 31,
(Dollars in thousands)	2024		90 Days Accruing(1)		with no allowance(1)		2023
Construction and land development	$	1,284	$	—	$	—	$	1,433
Commercial non-owner-occupied		21,336		510		17,825		21,309
Commercial owner-occupied real estate		53,720		475		24,550		44,887
Consumer owner-occupied		30,146		—		—		25,271
Home equity loans		6,929		—		1,220		4,932
Commercial and industrial		66,748		5,656		26,035		63,531
Other income producing property		3,153		118		1,265		3,202
Consumer		5,745		—		—		5,657
Total loans on nonaccrual status	$	189,061	$	6,759	$	70,895	$	170,222

(1) Greater than 90 days accruing and non-accrual with no allowance loans at June 30, 2024.

There is no interest income recognized during the period on nonaccrual loans. The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Loans on nonaccrual status in which there is no allowance assigned are individually evaluated loans that do not carry a specific reserve. See Note 2 — Summary of Significant Accounting Policies for further detailed descriptions on individually evaluated loans.

23

The following is a summary of collateral dependent loans, by type of collateral, and the extent to which they are collateralized during the period:

	June 30,		Collateral			December 31,		Collateral
(Dollars in thousands)	2024		Coverage		%	2023		Coverage		%
Commercial owner-occupied real estate
Church	$	4,631	$	12,700	274%	$	3,537	$	6,705	190%
Industrial		6,892		14,644	212%		7,172		15,273	213%
Other		17,042		31,190	183%		12,231		23,747	194%
Commercial non-owner-occupied real estate
Retail		—		—			3,216		4,208	131%
Other		—		—			12,607		29,182	231%
Office		17,825		19,095	107%		—		—
Commercial and industrial
Other		41,054		61,548	150%		44,116		46,114	105%
Other income producing property
1-4 family investment property		1,265		3,286	260%		—		—
Home equity loans
Residential 1-4 family dwelling		1,220		2,250	184%		—		—
Total collateral dependent loans	$	89,929	$	144,713		$	82,879	$	125,229

The Bank designates individually evaluated loans on non-accrual with a net book balance exceeding the designated threshold as collateral dependent loans. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the ACL. Under ASC 326-20-35-6, the Bank has adopted the collateral maintenance practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for selling costs, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The Bank’s threshold for individually evaluated loans is $1.0 million. The changes above in collateral percentage are due to appraisal value updates or changes in the number of loans within the asset class and collateral type. Overall collateral dependent loans increased $7.1 million during the six months ended June 30, 2024.

Loans on nonaccrual status at the date of modification are initially classified as nonaccrual. Loans on accruing status at the date of modification are initially classified as accruing if the note is reasonably assured of repayment and performance is expected in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the modification date if reasonable doubt exists as to the collection of interest or principal under the modification agreement. Nonaccrual loans are returned to accruing status when there is economic substance to the modification, there is documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months). See Note 2 — Summary of Significant Accounting Policies for how such modifications are factored into the determination of the ACL for the periods presented above.

24

The following tables present loans designated as modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2024, and 2023, respectively. The loans are segregated by type of modification and asset class, indicating the financial effect of the modifications. The amortized cost balance for the modified loans presented below exclude accrued interest receivable of approximately $119,000 and $68,000 as of June 30, 2024 and 2023, respectively.

	Three Months Ended June 30,
	2024					2023
					Reduction in Weighted					Reduction in Weighted
	Amortized		% of Total		Average Contractual	Amortized		% of Total		Average Contractual
(Dollars in thousands)	Cost		Asset Class		Interest Rate	Cost		Asset Class		Interest Rate
Interest rate reduction
Consumer owner-occupied	$	398		0.01%	1.15%	$	—		—	—
Total interest rate reductions	$	398				$	—

	Six Months Ended June 30,
	2024					2023
					Reduction in Weighted					Reduction in Weighted
	Amortized		% of Total		Average Contractual	Amortized		% of Total		Average Contractual
(Dollars in thousands)	Cost		Asset Class		Interest Rate	Cost		Asset Class		Interest Rate
Interest rate reduction
Commercial owner-occupied real estate	$	1,321		0.02%	3.14%	$	—		—	—
Total interest rate reductions	$	1,321				$	—

	Three Months Ended June 30,
	2024					2023
					Increase in					Increase in
	Amortized		% of Total		Weighted Average	Amortized		% of Total		Weighted Average
(Dollars in thousands)	Cost		Asset Class		Life of Loan	Cost		Asset Class		Life of Loan
Term extension
Construction and land development	$	—		—	—	$	1,255		0.04%	24 months
Commercial non-owner-occupied		—		—	—		343		0.00%	60 months
Commercial owner-occupied real estate		11,050		0.20%	32 months		7,732		0.14%	22 months
Consumer owner-occupied		1,047		0.02%	3 months		—		—	—
Commercial and industrial		20,529		0.36%	37 months		1,787		0.03%	6 months
Total term extensions	$	32,626				$	11,117

	Six Months Ended June 30,
	2024					2023
					Increase in					Increase in
	Amortized		% of Total		Weighted Average	Amortized		% of Total		Weighted Average
(Dollars in thousands)	Cost		Asset Class		Life of Loan	Cost		Asset Class		Life of Loan
Term extension
Construction and land development	$	—		—	—	$	1,512		0.05%	22 months
Commercial non-owner-occupied		—		—	—		343		0.00%	60 months
Commercial owner-occupied real estate		11,050		0.20%	32 months		8,096		0.14%	22 months
Consumer owner-occupied		1,047		0.02%	3 months		281		0.02%	6 months
Home equity loans		—		—	—		—		—	—
Commercial and industrial		20,529		0.36%	37 months		2,700		0.05%	7 months
Total term extensions	$	32,626				$	12,932

There were no combination – term extension and interest rate reduction loans during 2024.

	Three and Six Months Ended June 30,
	2024				2023
			Reduction in Weighted	Increase in			Reduction in Weighted	Increase in
	Amortized		Average Contractual	Weighted Average	Amortized		Average Contractual	Weighted Average
(Dollars in thousands)	Cost		Interest Rate	Life of Loan	Cost		Interest Rate	Life of Loan
Combination- Term Extension and Interest Rate Reduction
Consumer owner-occupied	$	—	—	—	$	259	3.63 to 3.00%	20 months
Total	$	—			$	259

25

The Bank on occasion will enter into modification agreements which extend the maturity payoff on a loan or reduce the interest rate, for borrowers willing to continue to pay, to minimize losses for the Bank. At June 30, 2024, the Company had $43,000 in remaining commitments to lend additional funds on loans to borrowers experiencing financial difficulty and modified during the current reporting period.

The following table presents the changes in status of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of June 30, 2024 and 2023, by type of modification. There were no subsequent defaults.

	June 30,
	2024						2023
	Paying Under						Paying Under
	Restructured		Converted to		Foreclosures		Restructured		Converted to		Foreclosures
	Terms		Nonaccrual		and Defaults		Terms		Nonaccrual		and Defaults
	Amortized		Amortized		Amortized		Amortized		Amortized		Amortized
(Dollars in thousands)	Cost		Cost		Cost		Cost		Cost		Cost
Interest rate reduction
Consumer owner-occupied	$	1,320		—		—		—		—		—
Total interest rate reductions	$	1,320	$	—	$	—	$	—	$	—	$	—
Term extension
Construction and land development	$	—	$	—	$	—	$	1,512	$	—	$	—
Commercial non-owner-occupied		—		—		—		343		—		—
Commercial owner-occupied real estate		11,050		—		—		8,096		—		—
Consumer owner-occupied		1,047		—		—		540		—		—
Commercial and industrial		20,529		—		—		2,700		—		—
Other income producing property		—		—		—		—		—		—
Total term extensions	$	32,626	$	—	$	—	$	13,191	$	—	$	—
	$	33,946	$	—	$	—	$	13,191	$	—	$	—

The following table depicts the performance of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of June 30, 2024 and 2023:

	June 30, 2024						June 30, 2023
	Payment Status (Amortized Cost Basis)						Payment Status (Amortized Cost Basis)
			30-89 Days		90+ Days				30-89 Days		90+ Days
(Dollars in thousands)	Current		Past Due		Past Due		Current		Past Due		Past Due
Construction and land development	$	—	$	—	$	—	$	1,512	$	—	$	—
Commercial non-owner-occupied		—		—		—		343		—		—
Commercial owner-occupied real estate		11,050		—		—		8,096		—		—
Consumer owner-occupied		1,445		922		—		540		—		—
Commercial and industrial		20,529		—		—		2,700		—		—
Other income producing property		—		—		—		—		—		—
Total	$	33,024	$	922	$	—	$	13,191	$	—	$	—

26

Note 7 — Allowance for Credit Losses (ACL)

See 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 allowance for credit losses.

The following tables present a disaggregated analysis of activity in the allowance for credit losses.

	Residential		Residential				Residential		Comm Constr.								CRE Owner-		Non-Owner-
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		& Dev.		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Three Months Ended June 30, 2024
Allowance for credit losses:
Balance at end of period March 31, 2024	$	87,484	$	1,230	$	11,724	$	4,552	$	60,860	$	23,353	$	17,012	$	876	$	72,597	$	134,698	$	55,268	$	469,654
Charge-offs		(36)		—		—		—		(687)		(2,198)		—		—		(393)		(176)		(5,100)		(8,590)
Recoveries		92		50		277		15		144		825		41		—		408		89		2,424		4,365
Net (charge offs) recoveries		56		50		277		15		(543)		(1,373)		41		—		15		(87)		(2,676)		(4,225)
Provision (recovery) (1)		(27,988)		(852)		6,928		5,458		16,902		(9,752)		2,708		903		18,811		(35,596)		29,347		6,869
Balance at end of period June 30, 2024	$	59,552	$	428	$	18,929	$	10,025	$	77,219	$	12,228	$	19,761	$	1,779	$	91,423	$	99,015	$	81,939	$	472,298
Three Months Ended June 30, 2023
Allowance for credit losses:
Balance at end of period March 31, 2023	$	77,351	$	349	$	14,318	$	9,176	$	55,069	$	23,319	$	5,507	$	879	$	57,541	$	82,473	$	44,663	$	370,645
Charge-offs		(37)		—		—		—		(2)		(3,017)		—		—		(35)		—		(4,487)		(7,578)
Recoveries		302		3		532		22		198		520		—		—		93		334		2,264		4,268
Net (charge offs) recoveries		265		3		532		22		196		(2,497)		—		—		58		334		(2,223)		(3,310)
Provision (recovery) (1)		3,853		40		(638)		(329)		49		3,755		4,260		(134)		13,160		32,462		3,579		60,057
Balance at end of period June 30, 2023	$	81,469	$	392	$	14,212	$	8,869	$	55,314	$	24,577	$	9,767	$	745	$	70,759	$	115,269	$	46,019	$	427,392

(1) A negative provision for credit losses of ($3.0) million was recorded during the second quarter of 2024, compared to a negative provision for credit losses of ($21.7) million recorded during the second quarter of 2023 for the allowance for credit losses for unfunded commitments that is not included in the above table.

	Residential		Residential				Residential		Comm Constr.								CRE Owner-		Non-Owner-
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		& Dev.		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Six Months Ended June 30, 2024
Allowance for credit losses:
Balance at end of period December 31, 2023	$	78,052	$	745	$	10,942	$	5,024	$	65,772	$	23,331	$	13,766	$	900	$	71,580	$	137,055	$	49,406	$	456,573
Charge-offs		(379)		—		(110)		(304)		(2,162)		(4,695)		—		—		(393)		(247)		(8,240)		(16,530)
Recoveries		215		89		569		22		1,151		1,950		66		—		511		99		4,954		9,626
Net (charge offs) recoveries		(164)		89		459		(282)		(1,011)		(2,745)		66		—		118		(148)		(3,286)		(6,904)
Provision (benefit) (1)		(18,336)		(406)		7,528		5,283		12,458		(8,358)		5,929		879		19,725		(37,892)		35,819		22,629
Balance at end of period June 30, 2024	$	59,552	$	428	$	18,929	$	10,025	$	77,219	$	12,228	$	19,761	$	1,779	$	91,423	$	99,015	$	81,939	$	472,298
Six Months Ended June 30, 2023
Allowance for credit losses:
Balance at end of period December 31, 2022	$	72,188	$	405	$	14,886	$	8,974	$	45,410	$	22,767	$	3,684	$	849	$	58,083	$	78,485	$	50,713	$	356,444
Charge-offs		(39)		—		(39)		—		(2)		(5,746)		—		—		(35)		(51)		(6,293)		(12,205)
Recoveries		596		8		777		94		456		1,104		—		—		386		440		3,996		7,857
Net recoveries (charge offs)		557		8		738		94		454		(4,642)		—		—		351		389		(2,297)		(4,348)
Provision (benefit) (1)		8,724		(21)		(1,412)		(199)		9,450		6,452		6,083		(104)		12,325		36,395		(2,397)		75,296
Balance at end of period June 30, 2023	$	81,469	$	392	$	14,212	$	8,869	$	55,314	$	24,577	$	9,767	$	745	$	70,759	$	115,269	$	46,019	$	427,392

(1) A negative provision for credit losses of ($6.1) million was recorded during the first six months of 2024, compared to a negative provision for credit losses of ($3.8) million during the first six months of 2023 for the allowance for credit losses for unfunded commitments that is not included in the above table.

Note 8 — Leases

As of June 30, 2024, and December 31, 2023, we had operating right-of-use (“ROU”) assets of $103.7 million and $100.3 million, respectively, and operating lease liabilities of $111.8 million and $108.3 million, respectively. We maintain operating leases on land and buildings for some of our operating centers, branch facilities and ATM locations. Most leases include one or more options to renew, with renewal terms extending up to 20 years. The exercise of renewal options is based on the sole judgment of management and what they consider to be reasonably certain given the environment today. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to us if the option is not exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term.

27

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Lease Cost Components:
Amortization of ROU assets – finance leases	$	117	$	117	$	233	$	233
Interest on lease liabilities – finance leases		8		10		18		21
Operating lease cost (cost resulting from lease payments)		4,356		4,278		8,633		8,518
Short-term lease cost		184		109		323		215
Variable lease cost (cost excluded from lease payments)		956		840		1,753		1,475
Total lease cost	$	5,621	$	5,354	$	10,960	$	10,462
Supplemental Cash Flow and Other Information Related to Leases:
Finance lease – operating cash flows	$	8	$	10	$	18	$	21
Finance lease – financing cash flows		119		110		238		220
Operating lease – operating cash flows (fixed payments)		4,220		4,154		8,413		8,250
Operating lease – operating cash flows (net change asset/liability)		(3,300)		(3,321)		(6,667)		(6,608)
New ROU assets – operating leases		6,550		701		9,093		701
New ROU assets – finance leases		—				—		—
Weighted – average remaining lease term (years) – finance leases		3.93				3.93		4.93
Weighted – average remaining lease term (years) – operating leases		8.86				8.86		9.63
Weighted – average discount rate - finance leases		1.7%				1.7%		1.7%
Weighted – average discount rate - operating leases		3.3%				3.3%		3.0%
Operating lease payments due:
2024 (excluding 6 months ended June 30, 2024)					$	8,613
2025						16,374
2026						15,866
2027						14,693
2028						14,030
Thereafter						61,212
Total undiscounted cash flows						130,788
Discount on cash flows						(18,947)
Total operating lease liabilities					$	111,841

As of June 30, 2024, the Company held a small number of finance leases assumed in connection to the CenterState merger completed in 2020. These leases are all real estate leases. Terms and conditions are similar to those real estate operating leases described above. Lease classifications from the acquired institutions were retained. At June 30, 2024, we did not maintain any leases with related parties, and determined that the number and dollar amount of our equipment leases was immaterial. As of June 30, 2024, we had no additional operating leases that have not yet commenced.

Equipment Lessor

SouthState has an Equipment Finance Group which goes to market through intermediaries. The Equipment Finance Group primarily focuses on serving the construction and utility segments. Lease terms typically range from 24 months to 120 months. At the end of the lease term, the lessee has the option to renew the lease, return the equipment, or purchase the equipment. In the event the equipment is returned, there is a remarketing agreement with the intermediary to sell the equipment. The Equipment Finance Group offers the following lease products: TRAC Leases, Split-TRAC Leases, and FMV Leases. Direct finance equipment leases are included in commercial and industrial loans on the Consolidated Balance Sheets.

The estimated residual values for direct finance leases are established by an approved intermediary who utilizes internally developed analyses, external studies, and/or third-party appraisals to establish a residual position. FMV and Split-TRAC leases have residual risk due to their unguaranteed residual value whereas TRAC leases have a guaranteed residual value. Expected credit losses on direct financing leases and the related estimated residual values are included in the Commercial and Industrial loan segment for the ACL.

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The following table summarizes lease receivables and investment in operating leases and their corresponding balance sheet location at June 30, 2024, and December 31, 2023:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Direct financing leases:
Lease receivables	$	16,997	$	5,503
Unguaranteed residual values		2,837		501
Initial direct costs		505		155
Less: Unearned income		(3,503)		(1,165)
Total net investment in direct financing leases	$	16,836	$	4,994

The following table summarizes direct financing lease income recorded for the three and six months ended June 30, 2024, and remaining lease payment receivable for each of the next five years:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024		2024
Direct financing lease income
Interest income	$	229	$	392
Remaining lease payments receivable:
2024 (excluding 6 months ended June 30, 2024)			$	1,755
2025				3,556
2026				3,556
2027				3,555
2028				2,505
Thereafter				2,070
Total undiscounted lease receivable				16,997
Less: unearned interest income				(3,503)
Net lease receivables			$	13,494

See Note 1 — Summary of Significant Accounting Policies, under the “Leases” section, of our Annual Report on Form 10-K for the year ended December 31, 2023, on accounting for leases.

Note 9 — Deposits

Our total deposits as of June 30, 2024, and December 31, 2023, are comprised of the following:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Noninterest-bearing checking	$	10,374,464	$	10,649,274
Interest-bearing checking		7,547,406		7,978,799
Savings		2,475,130		2,632,212
Money market		12,122,336		11,538,671
Time deposits		4,579,066		4,249,953
Total deposits	$	37,098,402	$	37,048,909

At June 30, 2024, and December 31, 2023, we had $960.4 million and $927.2 million in certificates of deposits greater than $250,000, respectively.

Note 10 — Retirement Plans

The Company sponsors an employees’ savings plan under the provisions of the Internal Revenue Code Section 401(k). Electing employees are eligible to participate in the employees’ savings plan after attaining age 18. Plan participants elect to contribute portions of their annual base compensation as a before tax contribution. Employer contributions may be made from current or accumulated net profits. Participants may elect to contribute 1% to 50% of annual base compensation as a before tax contribution. Employees participating in the plan receive a 100% match of their 401(k) plan contribution from the Company, up to 4% of their salary. We expensed $4.4 million and $9.0 million, respectively, for the three and six months ended June 30, 2024, and $4.2 million and $8.8 million, respectively, for the three and six months ended June 30, 2023, related to the Company’s savings plan.

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Employees can enter the savings plan on or after the first day of each month. The employee may enter into a salary deferral agreement at any time to select an alternative deferral amount or to elect not to defer in the plan. If the employee does not elect an investment allocation, the plan administrator will select a retirement-based portfolio according to the employee’s number of years until normal retirement age. The plan’s investment valuations are generally provided on a daily basis.

Note 11 — Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average shares of common stock outstanding during each period, excluding non-vested restricted shares. Our diluted earnings per share is based on the weighted-average shares of common stock outstanding during each period plus the maximum dilutive effect of common stock issuable upon exercise of stock options or vesting of restricted stock units. Stock options and unvested restricted stock units are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive.

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars and shares in thousands, except for per share amounts)	2024		2023		2024		2023
Basic earnings per common share:
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Weighted-average basic common shares		76,251		76,058		76,276		75,981
Basic earnings per common share	$	1.74	$	1.62	$	3.24	$	3.47
Diluted earnings per common share:
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Weighted-average basic common shares		76,251		76,058		76,276		75,981
Effect of dilutive securities		356		360		354		413
Weighted-average dilutive shares		76,607		76,418		76,630		76,394
Diluted earnings per common share	$	1.73	$	1.62	$	3.23	$	3.45

The calculation of diluted earnings per common share excludes outstanding stock options for which the results would have been anti-dilutive under the treasury stock method as follows:

	Three Months Ended June 30,										Six Months Ended June 30,
	2024					2023					2024					2023
Number of shares					57,169					58,247					57,169					57,169
Range of exercise prices	$	87.30	to	$	91.35	$	69.48	to	$	91.35	$	87.30	to	$	91.35	$	87.30	to	$	91.35

Note 12 — Share-Based Compensation

Our 2004, 2012, 2019 and 2020 share-based compensation plans are long-term retention plans intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options, restricted stock, and restricted stock units (“RSUs”). Our 2020 plan was adopted by our shareholders at our annual meeting on October 29, 2020. The 2020 plan was subsequently amended and restated during our annual meeting on April 24, 2024 to increase the number of shares of common stock available for future grants. The Company also assumed the obligations of Atlantic Capital Bancshares, Inc. (“ACBI”) under various equity incentive plans pursuant to the acquisition of ACBI on March 1, 2022, and the obligations of CenterState under various equity incentive plans pursuant to the merger with CenterState on June 7, 2020.

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Stock Options

With the exception of non-qualified stock options granted to directors under the 2004 and 2012 plans, which in some cases may be exercised at any time prior to expiration and in some other cases may be exercised at intervals less than a year following the grant date, incentive stock options granted under our 2004, 2012, 2019 and 2020 plans may not be exercised in whole or in part within a year following the date of the grant, as these incentive stock options become exercisable in 25% increments pro ratably over the four-year period following the grant date. The options are granted at an exercise price at least equal to the fair value of the common stock at the date of grant and expire ten years from the date of grant. No options were granted under the 2004, 2012 or 2019 plans after January 26, 2012, February 1, 2019, and October 29, 2020, respectively, and the plans are closed other than for any options still unexercised and outstanding. The 2020 amended and restated plan is the only plan from which new share-based compensation grants may be issued. It is the Company’s policy to grant options out of the 2,451,634 shares registered under the 2020 amended and restated plan.

Activity in the Company’s stock option plans is summarized in the following table.

				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Price		(Yrs.)	(000’s)
Outstanding at January 1, 2024	107,592	$	72.60
Exercised	(7,419)		59.30
Expired	(29)		39.12
Outstanding at June 30, 2024	100,144		73.60	2.31	$	1,123
Exercisable at June 30, 2024	100,144		73.60	2.31	$	1,123

The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting periods. There have been no stock options issued during the six months of 2024. Because all outstanding stock options had vested as of December 31, 2023, there was no unrecognized compensation cost related to nonvested stock option grants under the plans or fair value of shares vested during the six months ended June 30, 2024. The intrinsic value of stock option shares exercised for the six months ended June 30, 2024, was $143,000.

Restricted Stock

From time-to-time, we grant shares of restricted stock to key employees. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to increases in the value of our stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. We recognize expenses equal to the total value of such awards, ratably over the vesting period of the stock grants. Restricted stock grants to employees generally vest ratably over a two to four-year vesting period.

All restricted stock agreements are conditioned upon continued employment. Termination of employment prior to a vesting date, as described below, would terminate any interest in non-vested shares. Prior to vesting of the shares, as long as employed by the Company, the employees will have the right to vote such shares and to receive dividends paid with respect to such shares. All restricted shares will fully vest in the event of change in control of the Company or upon the death of the recipient.

Nonvested restricted stock for 2024 is summarized in the following table.

		Weighted-
		Average
		Grant-Date
Restricted Stock	Shares	Fair Value
Nonvested at January 1, 2024	16,248	$	88.63
Vested	(10,187)		90.00
Forfeited	(316)		90.00
Nonvested at June 30, 2024	5,745	$	86.11

As of June 30, 2024, there was $267,000 of total unrecognized compensation cost related to nonvested restricted stock granted under the plans. This cost is expected to be recognized over a weighted-average period of 0.53 years as of June 30, 2024. The total fair value of shares vested during the six months ended June 30, 2024, was

31

$858,000.

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Restricted Stock Units (“RSUs”)

From time-to-time, we also grant performance RSUs and time-vested RSUs to key employees, and time-vested RSUs to non-employee directors. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to our performance. Some performance RSU grants contain a three-year performance period while others contain a one to two-year performance period and a time-vested requirement (generally two to four years from the grant date). The performance-based awards for our long-term incentive plans are dependent on the achievement of tangible book value growth and return on average tangible common equity relative to the Company’s peer group during each three-year performance period. Grants to non-employee directors typically vest within a 12-month period. We communicate threshold, target, and maximum performance RSU awards and performance targets to the applicable key employees at the beginning of a performance period. Due to the merger with CenterState on June 7, 2020, all legacy and assumed performance-based restricted stock units converted to a time-vesting requirement. With respect to some long-term incentive awards, dividend equivalents are accrued at the same rate as cash dividends paid for each share of the Company’s common stock during the performance or time-vested period, and subsequently paid when the shares are issued on the vesting or settlement date. The value of the RSUs awarded is established as the fair market value of the stock at the time of the grant. We recognize expense on a straight-line basis typically over the performance or time-vesting periods based upon the probable performance target, as applicable, that will be met.

Outstanding RSUs at target for the six months ended June 30, 2024, is summarized in the following table.

		Weighted-
		Average
		Grant-Date
Restricted Stock Units	Shares	Fair Value
Outstanding at January 1, 2024	873,048	$	75.22
Granted	368,696		80.66
Vested	(353,675)		77.51
Forfeited	(10,762)		76.84
Outstanding at June 30, 2024	877,307	$	76.56

The nonvested shares of 877,307 at June 30, 2024, includes 69,349 shares that have fully vested but are subject to a two-year holding period, which commenced at the end of their respective vesting period. These vested shares will be released and issued into shares of common stock at the end of their respective two-year holding period, the last of which will end by March 31, 2025. If maximum performance is achieved pursuant to the 2022, 2023 and 2024 Long Term Incentive performance-based RSU grants, an additional 132,486 shares in total may be issued by the Company at the end of the three-year performance periods.

As of June 30, 2024, there was $35.8 million of total unrecognized compensation cost at target related to nonvested RSUs granted under the plan. This cost is expected to be recognized over a weighted-average period of 1.32 years as of June 30, 2024. The total fair value of RSUs vested and released during the six months ended June 30, 2024, was $29.2 million.

Note 13 — Commitments and Contingent Liabilities

In the normal course of business, we make various commitments and incur certain contingent liabilities, which are not reflected in the accompanying financial statements. The commitments and contingent liabilities include guarantees, commitments to extend credit, and standby letters of credit. At June 30, 2024, commitments to extend credit and standby letters of credit totaled $9.2 billion. As of June 30, 2024, the liability recorded for expected credit losses on unfunded commitments, excluding unconditionally cancellable exposures and letters of credit, was $50.2 million and recorded on the Balance Sheet. See Note 2 — Summary of Significant Accounting Policies for discussion of liability recorded for expected credit losses on unfunded commitments.

We have been named as defendant in various legal actions, arising from its normal business activities, in which damages in various amounts are claimed. We are also exposed to litigation risk related to the prior business activities of banks acquired through whole bank acquisitions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, as of June 30, 2024, any such liability is not expected to have a material effect on our consolidated financial statements.

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In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the FDIC’s Deposit Insurance Fund at an annual rate of approximately 13.4 basis points over eight quarterly assessment periods beginning with the first quarterly assessment period of 2024. The base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion. As a result, approximately $25.7 million was recognized by the Bank as of December 31, 2023, for the two-year special assessment period. Due to additional losses to the Deposit Insurance Fund resulting from the 2023 bank failures reported by the FDIC in February 2024, an additional $4.5 million was accrued by the Bank during 2024, bringing the total estimated FDIC special assessment allocable to the Bank to approximately $30.2 million. The additional $4.5 million will be paid over two quarters after the initial two-year assessment period. The FDIC may impose additional special assessments from time to time based on the actual losses incurred by the FDIC as a result of the March 2023 bank failures or future failures.

Cyber Incident Litigation.  On April 3, 2024, a putative class action lawsuit was filed against the Bank in the U.S. District Court for the Middle District of Florida, Tampa Division (the “Original Suit”). The plaintiff, who purports to represent the class of individuals harmed by alleged actions and/or omissions by the Bank in connection with the cybersecurity incident that was detected on February 6, 2024 (the “Cyber Incident”), asserts a variety of common law and statutory claims seeking monetary damages, injunctive relief and other related relief related to the potential unauthorized access by third parties to personal identifiable information. While the Original Suit has been voluntarily dismissed, additional plaintiffs have initiated litigation that names the Bank as a defendant. As of July 30, 2024, three putative class actions are pending against the Bank, including one case pending in the U.S. District Court for the Northern District of Georgia, and two cases pending in the Circuit Court for Polk County, Florida. An additional case pending in the Circuit Court for Broward County, Florida, that does not seek class certification requests a declaratory judgment that the Bank leaked sensitive data belonging to the named plaintiff (each such litigation, a “Cyber Incident Suit”). We anticipate that all putative class actions will be consolidated into one litigation.  

At this time, neither the Bank nor the Company is able to reasonably estimate the amount or range of reasonably possible loss, if any, that might result from the Cyber Incident Suits. However, the Bank believes that it has defenses to the claims and intends to vigorously defend against the Cyber Incident Suits. Accordingly, no amounts have been recorded in the unaudited condensed consolidated financial statements for the Cyber Incident Suits. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Additional lawsuits and claims related to the Cyber Incident may be asserted by or on behalf of customers, shareholders, or others seeking damages or other related relief and additional inquiries from governmental agencies may be received or investigations by governmental agencies commenced.

Note 14 — Fair Value

GAAP defines fair value and establishes a framework for measuring and disclosing fair value. Fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale and trading securities, derivative contracts, mortgage loans held for sale, SBA servicing rights, and mortgage servicing rights (“MSRs”) are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, OREO, bank properties held for sale, and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1	Observable inputs such as quoted prices in active markets;
Level 2	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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A description of valuation methodologies used for assets recorded at fair value is disclosed in Note 25 — Fair Value of our Annual Report on Form 10-K for the year ended December 31, 2023.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis:

			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024:
Assets
Derivative financial instruments	$	185,036	$	—	$	185,036	$	—
Loans held for sale		100,007		—		100,007		—
Trading securities		92,161		—		92,161		—
Securities available for sale:
U.S. Treasuries		37,945		—		37,945		—
U.S. Government agencies		195,123		—		195,123		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,448,928		—		1,448,928		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		490,544		—		490,544		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,008,962		—		1,008,962		—
State and municipal obligations		952,702		—		952,702		—
Small Business Administration loan-backed securities		336,742		—		336,742		—
Corporate securities		27,318		—		27,318		—
Total securities available for sale		4,498,264		—		4,498,264		—
Mortgage servicing rights		88,904		—		—		88,904
SBA servicing asset		6,307		—		—		6,307
	$	4,970,679	$	—	$	4,875,468	$	95,211
Liabilities
Derivative financial instruments	$	955,347	$	—	$	955,347	$	—
December 31, 2023:
Assets
Derivative financial instruments	$	172,939	$	—	$	172,939	$	—
Loans held for sale		50,888		—		50,888		—
Trading securities		31,321		—		31,321		—
Securities available for sale:
U.S. Treasuries		73,890		—		73,890		—
U.S. Government agencies		224,706		—		224,706		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,558,306		—		1,558,306		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		527,422		—		527,422		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,024,170		—		1,024,170		—
State and municipal obligations		977,461		—		977,461		—
Small Business Administration loan-backed securities		371,686		—		371,686		—
Corporate securities		26,747		—		26,747		—
Total securities available for sale		4,784,388		—		4,784,388		—
Mortgage servicing rights		85,164		—		—		85,164
SBA servicing asset		5,952		—		—		5,952
	$	5,130,652	$	—	$	5,039,536	$	91,116
Liabilities
Derivative financial instruments	$	804,486	$	—	$	804,486	$	—

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Fair Value Option

The Company has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. The Company also has opted for the fair value option for the SBA servicing asset, as it is the industry-preferred method for valuing such assets.

The following table summarizes the difference between the fair value and the unpaid principal balance of mortgage loans held for sale and the changes in fair value of these loans:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Fair value	$	100,007	$	50,888
Unpaid principal balance		97,136		49,025
Fair value less aggregated unpaid principal balance	$	2,871	$	1,863

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2024		2023		2024		2023		Income Statement Location
Mortgage loans held for sale	$	1,152	$	75	$	1,008	$	66	Mortgage banking income

Changes in Level 1, 2 and 3 Fair Value Measurements

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.

There were no changes in hierarchy classifications of Level 3 assets or liabilities for the six months ended June 30, 2024. A reconciliation of the beginning and ending balances of Level 3 assets and liabilities recorded at fair value on a recurring basis for the six months ended June 30, 2024, is as follows:

(Dollars in thousands)	MSRs
Fair value, January 1, 2024	$	85,164
Servicing assets that resulted from transfers of financial assets		4,533
Changes in fair value due to valuation inputs or assumptions		3,214
Changes in fair value due to decay		(4,007)
Fair value, June 30, 2024	$	88,904

In 2022, the Company elected to prospectively apply fair value accounting to the Company’s SBA servicing asset, which is considered a Level 3 asset. A reconciliation of the beginning and ending balances of the SBA servicing asset recorded at fair value on a recurring basis for the period ending June 30, 2024, is as follows:

(Dollars in thousands)	SBA Servicing Asset
Fair value, January 1, 2024	$	5,952
Servicing assets that resulted from transfers of financial assets		1,113
Changes in fair value due to decay		(956)
Changes in fair value due to valuation inputs or assumptions		198
Fair value, June 30, 2024	$	6,307

There were no unrealized losses included in accumulated other comprehensive income related to Level 3 financial assets and liabilities at June 30, 2024.

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Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis:

			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024:
OREO	$	3,057	$	—	$	—	$	3,057
Bank properties held for sale		6,100		—		—		6,100
Individually evaluated loans		80,620		—		—		80,620
December 31, 2023:
OREO	$	837	$	—	$	—	$	837
Bank properties held for sale		12,401		—		—		12,401
Individually evaluated loans		73,518		—		—		73,518

For an individually evaluated loan, the fair value of collateral is measured based on appraisal or third-party valuation when the loan is placed on nonaccrual. For OREO and bank properties held for sale, the fair value is initially recorded based on external appraisals at the time of transfer. These assets recorded at fair value on a nonrecurring basis are updated on at least an annual basis.

Quantitative Information about Level 3 Fair Value Measurement

			Weighted Average Discount
			June 30,		December 31,
	Valuation Technique	Unobservable Input	2024		2023
Nonrecurring measurements:
Individually evaluated loans	Discounted appraisals and discounted cash flows	Collateral discounts	12	%	13	%
OREO and Bank properties held for sale	Discounted appraisals	Collateral discounts and estimated costs to sell	7	%	12	%

Fair Value of Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those models are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2024, and December 31, 2023. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Methods and assumptions used to estimate the fair value of each class of financial instruments are disclosed in Note 25 — Fair Value of our Annual Report on Form 10-K for the year ended December 31, 2023.

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The estimated fair value, and related carrying amount, of our financial instruments are as follows:

	Carrying		Fair
(Dollars in thousands)	Amount		Value		Level 1		Level 2		Level 3
June 30, 2024
Financial assets:
Cash and cash equivalents	$	1,117,166	$	1,117,166	$	1,117,166	$	—	$	—
Trading securities		92,161		92,161		—		92,161		—
Investment securities		7,048,308		6,620,721		201,516		6,419,205		—
Loans held for sale		100,007		100,007		—		100,007		—
Loans, net of allowance for credit losses		32,762,266		31,609,083		—		—		31,609,083
Accrued interest receivable		159,862		159,862		—		25,803		134,059
Mortgage servicing rights		88,904		88,904		—		—		88,904
SBA servicing asset		6,307		6,307		—		—		6,307
Interest rate swap – non-designated hedge		182,802		182,802		—		182,802		—
Other derivative financial instruments (mortgage banking related)		2,234		2,234		—		2,234		—
Financial liabilities:
Deposits
Noninterest-bearing		10,374,464		10,374,464		—		10,374,464		—
Interest-bearing other than time deposits		22,144,872		22,144,872		—		22,144,872		—
Time deposits		4,579,066		4,540,610		—		4,540,610		—
Federal funds purchased and securities sold under agreements to repurchase		542,403		542,403		—		542,403		—
Corporate and subordinated debentures		391,719		385,136		—		385,136		—
Other borrowings		300,000		300,000		—		300,000		—
Accrued interest payable		55,343		55,343		—		55,343		—
Interest rate swap – non-designated hedge		955,347		955,347		—		955,347		—
Other derivative financial instruments (mortgage banking related)		—		—		—		—		—
December 31, 2023
Financial assets:
Cash and cash equivalents	$	998,877	$	998,877	$	998,877	$	—	$	—
Trading securities		31,321		31,321		—		31,321		—
Investment securities		7,463,871		7,061,167		192,043		6,869,124		—
Loans held for sale		50,888		50,888		—		50,888		—
Loans, net of allowance for credit losses		31,931,916		30,709,513		—		—		30,709,513
Accrued interest receivable		154,400		154,400		—		26,706		127,694
Mortgage servicing rights		85,164		85,164		—		—		85,164
SBA servicing asset		5,952		5,952		—		—		5,952
Interest rate swap – non-designated hedge		169,180		169,180		—		169,180		—
Other derivative financial instruments (mortgage banking related)		3,759		3,759		—		3,759		—
Financial liabilities:
Deposits
Noninterest-bearing		10,649,274		10,649,274		—		10,649,274		—
Interest-bearing other than time deposits		22,149,682		22,149,682		—		22,149,682		—
Time deposits		4,249,953		4,208,498		—		4,208,498		—
Federal funds purchased and securities sold under agreements to repurchase		489,185		489,185		—		489,185		—
Corporate and subordinated debentures		391,904		388,909		—		388,909		—
Other borrowings		100,000		100,000		—		100,000		—
Accrued interest payable		56,808		56,808		—		56,808		—
Interest rate swap – non-designated hedge		803,539		803,539		—		803,539		—
Other derivative financial instruments (mortgage banking related)		947		947		—		947		—

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Note 15 — Accumulated Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive loss, net of tax, were as follows:

			Unrealized Losses
	Benefit		on Securities
(Dollars in thousands)	Plans		Available for Sale		Total
Three Months Ended June 30, 2024
Balance at March 31, 2024	$	627	$	(623,621)	$	(622,994)
Other comprehensive income before reclassifications		—		2,783		2,783
Net comprehensive income		—		2,783		2,783
Balance at June 30, 2024	$	627	$	(620,838)	$	(620,211)
Three Months Ended June 30, 2023
Balance at March 31, 2023	$	(673)	$	(613,111)	$	(613,784)
Other comprehensive loss before reclassifications		—		(48,614)		(48,614)
Net comprehensive loss		—		(48,614)		(48,614)
Balance at June 30, 2023	$	(673)	$	(661,725)	$	(662,398)
Six Months Ended June 30, 2024
Balance at December 31, 2023	$	627	$	(583,163)	$	(582,536)
Other comprehensive loss before reclassifications		—		(37,675)		(37,675)
Net comprehensive loss		—		(37,675)		(37,675)
Balance at June 30, 2024	$	627	$	(620,838)	$	(620,211)
Six Months Ended June 30, 2023
Balance at December 31, 2022	$	(673)	$	(676,415)	$	(677,088)
Other comprehensive income before reclassifications		—		14,723		14,723
Amounts reclassified from accumulated other comprehensive loss		—		(33)		(33)
Net comprehensive income		—		14,690		14,690
Balance at June 30, 2023	$	(673)	$	(661,725)	$	(662,398)

The table below presents the reclassifications out of accumulated other comprehensive income (loss), net of tax:

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(Dollars in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Accumulated Other Comprehensive Income (Loss) Component	2024		2023		2024		2023		Income Statement Line Item Affected
Gains on sales of available for sale securities:
	$	—	$	—	$	—	$	(45)	Securities gains, net
		—		—		—		12	Provision for income taxes
		—		—		—		(33)	Net income
Total reclassifications for the period	$	—	$	—	$	—	$	(33)

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Note 16 — Derivative Financial Instruments

The Company uses certain derivative instruments to meet the needs of customers as well as to manage the interest rate risk associated with certain transactions. The following table summarizes the derivative financial instruments used by the Company:

				June 30, 2024						December 31, 2023
	Balance Sheet	Notional		Estimated Fair Value				Notional		Estimated Fair Value
(Dollars in thousands)	Location	Amount		Gain		Loss		Amount		Gain		Loss
Fair value hedge of interest rate risk:
Pay fixed rate swap with counterparty	Other Assets	$	9,011	$	393	$	—	$	9,188	$	220	$	—
Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers	Other Assets and Other Liabilities		11,830,647		33,645		955,347		11,327,419		60,145		803,539
Matched interest rate swaps with counterparty (1)	Other Assets		11,732,649		148,765		—		11,235,952		108,820		—
Economic hedges of interest rate risk:
Pay floating rate swap with counterparty	Other Assets		1,716,000		(1)		—		1,660,000		(5)		—
Not designated hedges of interest rate risk – mortgage banking activities:
Contracts used to hedge mortgage servicing rights	Other Assets		122,000		500		—		142,000		2,605		—
Contracts used to hedge mortgage pipeline	Other Assets and Other Liabilities		153,500		1,734		—		77,500		1,154		947
Total derivatives		$	25,563,807	$	185,036	$	955,347	$	24,452,059	$	172,939	$	804,486

(1) The fair value of the interest rate swap derivative assets was reduced by $774.0 million in variation margin payments applicable to swaps centrally cleared through LCH and CME.

Balance Sheet Fair Value Hedge

As of June 30, 2024, and December 31, 2023, the Company maintained loan swaps, with an aggregate notional amount of $9.0 million and $9.2 million, respectively, accounted for as fair value hedges. The amortized cost basis of the loans being hedged were $9.5 million and $9.7 million, respectively, as of June 30, 2024, and December 31, 2023. This derivative protects us from interest rate risk caused by changes in the SOFR curve in relation to a certain designated fixed rate loan. The derivative converts the fixed rate loan to a floating rate. Settlement occurs in any given period where there is a difference in the stated fixed rate and variable rate and the difference is recorded in net interest income. The fair value of this hedge is recorded in either other assets or in other liabilities depending on the position of the hedge with the offset recorded in loans.

Non-designated Hedges of Interest Rate Risk

Customer Swap

The Company maintains interest rate swap contracts with loan customers of respondent bank customers of the Correspondent Banking Division, in addition to loan customers of the Bank, that are classified as non-designated hedges and are not speculative in nature. These agreements are designed to convert customers’ variable rate loans with the Company and respondent bank customers to fixed rate. These interest rate swaps are executed with loan customers to facilitate a respective risk management strategy and allow the customer to pay a fixed rate of interest to the Company. These interest rate swaps are simultaneously hedged by executing offsetting interest rate swaps with unrelated market counterparties to minimize the net risk exposure to the Company resulting from the transactions and allow the Company to receive a variable rate of interest. The interest rate swaps pay and receive interest based on a one-month SOFR floating rate plus a credit spread, with payments being calculated on the notional amount.

The variation margin settlement payment and the related derivative instruments fair value are considered a single unit of account for accounting and financial reporting purposes. Depending on the net position of the swaps with LCH and CME, the fair value, net of the variation margin, is reported in Derivative Assets or Derivative Liabilities on the Consolidated Balance Sheets. In addition, the expense or income attributable to the variation margin for the centrally cleared swaps with LCH and CME is reported in Noninterest Income, specifically within Correspondent and Capital Markets Income. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

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As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of June 30, 2024, and December 31, 2023, the interest rate swaps had an aggregate notional amount of approximately $23.6 billion and $22.6 billion, respectively. At June 30, 2024, the fair value of the interest rate swap derivatives is recorded in Other Assets at $182.4 million and in Other Liabilities at $955.3 million. The fair value of derivative assets at June 30, 2024, was reduced by $774.0 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. At December 31, 2023, the fair value of the interest rate swap derivatives was recorded in Other Assets at $169.0 million and Other Liabilities at $803.5 million. The fair value of derivative assets at December 31, 2023, was reduced by $635.3 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. All changes in fair value are recorded through earnings within Correspondent and Capital Markets Income, a component of Noninterest Income on the Consolidated Statements of Income. There was a net gain of $273,000 and $386,000 recorded on these derivatives for the three and six months ended June 30, 2024, respectively. There was a net loss of $84,000 and a net gain of $12,000 recorded on these derivatives for the three and six months ended June 30, 2023, respectively. As of June 30, 2024, we provided $270.4 million of cash collateral on the customer swaps, which is included in Cash and Cash Equivalents on the Consolidated Balance Sheets as Deposits in Other Financial Institutions (Restricted Cash). We also provided $96.4 million in investment securities at market value as collateral on the customer swaps which is included in Investment Securities – available for sale on the Consolidated Balance Sheets. Counterparties provided $59.9 million of cash collateral to the Company to secure swap asset positions that were not centrally cleared, which is included in Interest-bearing Deposits within Total Liabilities on the Consolidated Balance Sheets.

Balance Sheet Economic Hedge

During the third quarter of 2023, management began executing a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s Assumable Rate Conversion (“ARC”) program and its transition from LIBOR to SOFR after June 30, 2023. The Company is required to execute the correspondent side of its back-to-back swaps with customers with the central clearinghouses (CME or LCH). Term SOFR was not available to execute through CME and LCH, and therefore, management elected to convert to the CME-eligible daily SOFR. Because many of the respondent bank customers converted to Term SOFR, this created interest rate basis risk. To address this risk, monthly interest rate hedges were executed to minimize the impact of accrual mismatches between the monthly Term SOFR used by the customer and the daily SOFR rates used by the central clearinghouses.

As of June 30, 2024, the Company maintained an aggregate notional amount of $1.7 billion short-term interest rate hedges that were accounted for as economic hedges. As noted above, the derivatives protect the Company from interest rate risk caused by changes in the term and daily SOFR accrual mismatches. The fair value of these hedges is recorded in either Other Assets or in Other Liabilities depending on the position of the hedge with the offset recorded in Correspondent Banking and Capital Market Income, a component of Noninterest Income on the Consolidated Statements of Income. There was a net loss of $1,000 for these derivatives for the three and six months ended June 30, 2024. There was a net loss of $5,000 for these derivatives for the year ended December 31, 2023.

Foreign Exchange

The Company may enter into foreign exchange contracts with customers to accommodate their need to convert certain foreign currencies into U.S. Dollars. To offset the foreign exchange risk, the Company may enter into substantially identical agreements with an unrelated market counterparty to hedge these foreign exchange contracts. If there were foreign currency contracts outstanding at June 30, 2024, the fair value of these contracts would be included in Other Assets and Other Liabilities in the accompanying Consolidated Balance Sheets. All changes in fair value are recorded as other noninterest income. There was no gain or loss recorded related to the foreign exchange derivative for the three and six months ended June 30, 2024 and 2023.

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Mortgage Banking

The Company also has derivatives contracts that are not classified as accounting hedges to mitigate risks related to the Company’s mortgage banking activities. These instruments may include financial forwards, futures contracts, and options written and purchased, which are used to hedge MSRs; while forward sales commitments are typically used to hedge the mortgage pipeline. Such instruments derive their cash flows, and therefore their values, by reference to an underlying instrument, index or referenced interest rate. The Company does not elect hedge accounting treatment for any of these derivative instruments and as a result, changes in fair value of the instruments (both gains and losses) are recorded in the Company’s Consolidated Statements of Income in Mortgage Banking Income.

Mortgage Servicing Rights (“MSRs”)

Derivatives contracts related to MSRs are used to help offset changes in fair value and are written in amounts referred to as notional amounts. Notional amounts provide a basis for calculating payments between counterparties but do not represent amounts to be exchanged between the parties and are not a measure of financial risk. On June 30, 2024, we had derivative financial instruments outstanding with notional amounts totaling $122.0 million related to MSRs, compared to $142.0 million on December 31, 2023. The estimated net fair value of the open contracts related to the MSRs was recorded as a gain of $500,000 at June 30, 2024, compared to a gain of $2.6 million at December 31, 2023.

Mortgage Pipeline

The following table presents our notional value of forward sale commitments and the fair value of those obligations along with the fair value of the mortgage pipeline related to the held for sale portfolio:

(Dollars in thousands)	June 30, 2024		December 31, 2023
Mortgage loan pipeline	$	122,560	$	65,051
Expected closures		107,901		54,993
Fair value of mortgage loan pipeline commitments		1,621		1,154
Forward sales commitments		153,500		77,500
Fair value of forward commitments		113		(947)

Note 17 — Capital Ratios

The Company is subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.

Under current regulations, the Company and the Bank are subject to a minimum required 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%.

In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of CET1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets.

The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.

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The following table presents actual and required capital ratios as of June 30, 2024, and December 31, 2023, for the Company and the Bank under the current capital rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations.

									Required to be
					Minimum Capital				Considered Well
	Actual				Required – Basel III				Capitalized
(Dollars in thousands)	Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2024:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	4,310,341	12.08	%	$	2,498,327	7.00	%	$	2,319,875	6.50	%
SouthState Bank (the Bank)		4,595,267	12.89	%		2,495,283	7.00	%		2,317,048	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		4,310,341	12.08	%		3,033,683	8.50	%		2,855,231	8.00	%
SouthState Bank (the Bank)		4,595,267	12.89	%		3,029,986	8.50	%		2,851,752	8.00	%
Total capital to risk-weighted assets:
Consolidated		5,149,924	14.43	%		3,747,490	10.50	%		3,569,038	10.00	%
SouthState Bank (the Bank)		5,044,736	14.15	%		3,742,924	10.50	%		3,564,690	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		4,310,341	9.72	%		1,774,222	4.00	%		2,217,778	5.00	%
SouthState Bank (the Bank)		4,595,267	10.36	%		1,773,701	4.00	%		2,217,126	5.00	%
December 31, 2023:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	4,159,187	11.75	%	$	2,476,926	7.00	%	$	2,300,003	6.50	%
SouthState Bank (the Bank)		4,424,466	12.52	%		2,473,961	7.00	%		2,297,250	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		4,159,187	11.75	%		3,007,696	8.50	%		2,830,773	8.00	%
SouthState Bank (the Bank)		4,424,466	12.52	%		3,004,096	8.50	%		2,827,384	8.00	%
Total capital to risk-weighted assets:
Consolidated		4,983,012	14.08	%		3,715,389	10.50	%		3,538,466	10.00	%
SouthState Bank (the Bank)		4,858,292	13.75	%		3,710,942	10.50	%		3,534,230	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		4,159,187	9.42	%		1,765,295	4.00	%		2,206,619	5.00	%
SouthState Bank (the Bank)		4,424,466	10.03	%		1,764,736	4.00	%		2,205,921	5.00	%

As of June 30, 2024, and December 31, 2023, the capital ratios of the Company and the Bank were well in excess of the minimum regulatory requirements and exceeded the thresholds for the “well capitalized” regulatory classification.

With the implementation of ASU 2016-13 in January 2020, the Company recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects from ASU 2016-13 at adoption, the standard included a transitional method option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in. In March 2020, in response to the COVID-19 pandemic, the regulatory agencies provided an additional transitional method option of a two-year deferral for the start of the three-year phase-in of the recognition of the adoption date effects of ASU 2016-13 along with an option to defer the current impact on regulatory capital calculations of ASU 2016-13 during the first two years (“5-year method”). Under this 5-year method, the Company would recognize an estimate of the previous incurred loss method for determining the allowance for credit losses in regulatory capital calculations and the difference from the CECL method would be deferred for two years. After two years, the effects from adoption date and the deferral difference from the first two years of applying CECL would be phased-in over three years using the straight-line method. The regulatory rules provided a one-time opportunity at the end of the first quarter of 2020 for covered banking organizations to choose its transition option for CECL. The Company chose the 5-year method and is deferring the recognition of the effects from adoption date and the CECL difference from the first two years of application. This amount was fixed as of December 31, 2021, and that amount began the three-year phase out in the first quarter of 2022 with 25% being phased out in 2024.

Note 18 — Goodwill and Other Intangible Assets

The carrying amount of goodwill was $1.9 billion at June 30, 2024, and December 31, 2023. The Company’s other intangible assets, consisting of core deposit intangibles, noncompete intangibles, and client list intangibles are included on the face of the balance sheet.

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The Company last completed its annual valuation of the carrying value of its goodwill as of October 31, 2023, and determined there was no impairment of the Company’s goodwill. Management continues to monitor the impact of market conditions on the Company’s business, operating results, cash flows and/or financial condition.

The following is a summary of gross carrying amounts and accumulated amortization of other intangible assets:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Gross carrying amount	$	275,108	$	274,753
Accumulated amortization		(197,719)		(185,977)
	$	77,389	$	88,776

Amortization expense totaled $5.7 million and $11.7 million, for the three and six months ended June 30, 2024, compared to $7.0 million and $14.3 million for the three and six months ended June 30, 2023.  Other intangibles are amortized using either the straight-line method or an accelerated basis over their estimated useful lives, with lives generally between two and 15 years.  

The Company applies fair value accounting to the Company’s SBA servicing asset. The change in fair value of the SBA servicing asset is recorded in SBA Income, a component of Noninterest Income on the Consolidated Statements of Income, during each applicable reporting period.  As a result of the fair value accounting treatment, the Company does not amortize the SBA servicing asset and therefore excludes the SBA servicing asset from the future amortization expense table presented below.  The fair value of the SBA servicing asset was $6.3 million and $6.0 million, respectively, at June 30, 2024, and December 31, 2023.  The fair value of the SBA servicing asset is included in Core Deposit and Other Intangibles on the Consolidated Balance Sheets.

Estimated amortization expense for other intangibles for each of the next five quarters is as follows:

(Dollars in thousands)
Quarter ending:
September 30, 2024	$	5,327
December 31, 2024		5,326
March 31, 2025		5,100
June 30, 2025		4,836
September 30, 2025		4,419
Thereafter		46,074
	$	71,082

Note 19 — Mortgage Loan Servicing, Origination, and Loans Held for Sale

The portfolio of residential mortgages serviced for others, which is not included in the accompanying Consolidated Balance Sheets the portfolio of residential mortgages serviced for others, was $6.7 billion and $6.6 billion, respectively, as of June 30, 2024, and December 31, 2023. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts and disbursing payments to investors. The amounts of contractually specified servicing fees we earned during the three and six months ended June 30, 2024, and June 30, 2023, were $4.3 million, $8.4 million, $4.2 million, and $8.3 million, respectively. Servicing fees are recorded in Mortgage Banking Income in our Consolidated Statements of Income.

At June 30, 2024, and December 31, 2023, MSRs were $88.9 million and $85.2 million on our Consolidated Balance Sheets, respectively. MSRs are recorded at fair value with changes in fair value recorded as a component of Mortgage Banking Income in the Consolidated Statements of Income. The market value adjustments related to MSRs recorded in Mortgage Banking Income for the three and six months ended June 30, 2024 and June 30, 2023 were gains of $830,000 and $3.2 million, compared with gains of $2.0 million and $688,000, respectively. The Company has used various free standing derivative instruments to mitigate the income statement effect of changes in fair value resulting from changes in market value adjustments, in addition to changes in valuation inputs and assumptions related to MSRs.

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See Note 14 — Fair Value for the changes in fair value of MSRs. The following table presents the changes in the fair value of the MSR and offsetting hedge.

	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Increase in fair value of MSRs	$	830	$	1,977	$	3,214	$	688
Decay of MSRs		(2,566)		(2,385)		(4,007)		(3,793)
Loss related to derivatives		(1,424)		(2,264)		(4,004)		(2,119)
Net effect on Consolidated Statements of Income	$	(3,160)	$	(2,672)	$	(4,797)	$	(5,224)

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent third-party appraisals. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of the MSR. Measurement of fair value is limited to the conditions existing, and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if applied at a different time. See Note 14 — Fair Value for additional information regarding fair value.

The characteristics and sensitivity analysis of the MSRs are included in the following table:

	June 30,			December 31,
(Dollars in thousands)	2024			2023
Composition of residential loans serviced for others
Fixed-rate mortgage loans		100.0	%		100.0	%
Adjustable-rate mortgage loans		—	%		—	%
Total		100.0	%		100.0	%
Weighted average life		8.02	years		8.03	years
Constant Prepayment rate (CPR)		7.0	%		7.0	%
Estimated impact on fair value of a 10% increase	$	(504)		$	(522)
Estimated impact on fair value of a 20% increase		(1,022)			(1,014)
Estimated impact on fair value of a 10% decrease		504			551
Estimated impact on fair value of a 20% decrease		1,018			1,128
Weighted average discount rate		10.9	%		10.7	%
Estimated impact on fair value of a 10% increase	$	(3,081)		$	(3,270)
Estimated impact on fair value of a 20% increase		(6,173)			(6,458)
Estimated impact on fair value of a 10% decrease		2,938			3,242
Estimated impact on fair value of a 20% decrease		5,550			6,283
Effect on fair value due to change in interest rates
25 basis point increase	$	1,621		$	1,647
50 basis point increase		3,078			3,189
25 basis point decrease		(1,758)			(1,723)
50 basis point decrease		(3,623)			(3,501)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the residential MSRs is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by the Company would serve to reduce the estimated impacts to fair value included in the table above.

Whole loan sales were $282.6 million and $505.3 million for the three and six months ended June 30, 2024, compared to $249.3 million and $408.7 million for the three and six months ended June 30, 2023. For the three and six months ended June 30, 2024, $205.9 million and $366.6 million, or 72.9% and 72.6%, respectively, were sold with the servicing rights retained by the Company, compared to $201.1 million and $324.1 million, or 80.7% and 79.3%, respectively, for the three and six months ended June 30, 2023.

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The Company retains no beneficial interests in these sales but may retain the servicing rights for the loans sold. The risks related to the sold loans with the retained servicing rights due to a representation or warranty violation such as noncompliance with eligibility or servicing requirements, or customer fraud, that should have been identified in a loan file review are disclosed in Note 1 — Summary of Significant Accounting Policies, under the “Loans Held for Sale” section, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company is obligated to subsequently repurchase a loan if such representation or warranty violation is identified by the purchaser. The aggregated principal balances of loans repurchased for the six months ended June 30, 2024, and 2023 were approximately $1.2 million and $975,000 respectively. There were approximately $52,000 in loss reimbursement and settlement claims paid in the six months ended June 30, 2024. There were no material loss reimbursement and settlement claims paid in the six months ended June 30, 2023.

Loans held for sale have historically been comprised of residential mortgage loans awaiting sale in the secondary market, which generally settle in 15 to 45 days. Loans held for sale were $100.0 million and $50.9 million at June 30, 2024, and December 31, 2023, respectively. Please see Note 14 — Fair Value, under the “Fair Value Option”, section in this Quarterly Report on Form 10-Q for summary of the fair value and the unpaid principal balance of loans held for sale and the changes in fair value of these loans.

Note 20 — Short-Term Borrowings

Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)

Repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. Repurchase agreements are subject to terms and conditions of the master repurchase agreements between the Company and the client and are accounted for as secured borrowings. Repurchase agreements are included in Securities Sold Under Agreements to Repurchase on the Consolidated Balance Sheets. At June 30, 2024, and December 31, 2023, our repurchase agreements totaled $254.4 million and $241.0 million, respectively. All of our repurchase agreements were overnight or continuous (until-further-notice) agreements at June 30, 2024, and December 31, 2023. These borrowings were collateralized with government, government-sponsored enterprise, or state and political subdivision-issued securities with a carrying value of $389.3 million and $410.4 million at June 30, 2024, and December 31, 2023, respectively. Declines in the value of the collateral would require us to increase the amounts of securities pledged.

Federal Funds Purchased

Federal funds purchased are generally overnight daily borrowings with no defined maturity date. At June 30, 2024, and December 31, 2023, our federal funds purchased totaled $288.0 million and $248.2 million, respectively.

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Borrowing

The Company has from time-to-time entered into borrowing agreements with the FHLB and FRB. Borrowings under these agreements are collateralized by stock in the FHLB, qualifying first and second mortgage residential loans, investment securities, and commercial real estate loans under a blanket-floating lien.

As of June 30, 2024, and December 31, 2023, the Company had $300.0 and $100.0 million, respectively, of outstanding FHLB borrowings. Net eligible loans of the Company pledged via a blanket lien to the FHLB for advances and letters of credit at June 30, 2024, were approximately $11.3 billion (collateral value of $6.4 billion) and investment securities and cash pledged were approximately $196.7 million (collateral value of $166.8 million). This allows the Company a total borrowing capacity at the FHLB of approximately $6.6 billion. After accounting for letters of credit totaling $2.9 million and short-term FHLB borrowings of $300.0 million outstanding, the Company had unused net credit available with the FHLB in the amount of approximately $6.3 billion at June 30, 2024. The Company also has a total borrowing capacity at the FRB of $1.8 billion at June 30, 2024, secured by a blanket lien on $2.6 billion (collateral value of $1.8 billion) in net eligible loans of the Company. The Company had no outstanding borrowings with the FRB at June 30, 2024, or December 31, 2023.

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Note 21 — Stock Repurchase Program

On April 27, 2022, the Company’s Board of Directors approved a stock repurchase program (“2022 Stock Repurchase Program”) authorizing the Company to repurchase up to 3,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the Company’s 2021 stock repurchase program (“2021 Stock Repurchase Plan”) for a total authorization of 4,120,021 shares. The Company did not repurchase any shares pursuant to the 2022 Stock Repurchase Program during the second quarter of 2024. During the six months ended June 30, 2024, the Company repurchased a total of 100,000 shares at a weighted average price of $79.85 per share. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.48 per share pursuant to the 2022 Stock Repurchase Program.

The Company repurchased 97,363 and 98,093 shares at a cost of $8.1 million and $7.0 million, respectively, during the six months ended June 30, 2024, and 2023 under other arrangements whereby directors or officers surrender shares to the Company to cover the option cost for stock option exercises or tax liabilities resulting from the vesting of restricted stock awards or restricted stock units.

Note 22 — Investments in Qualified Affordable Housing Projects

The Company has investments in qualified affordable housing projects (“QAHPs”) that provide low-income housing tax credits (“LIHTC”) and operating loss benefits over an extended period. Effective January 1, 2024, the Company adopted ASU No. 2023-02 and began to apply the proportional amortization method of accounting for its QAHPs. Prior to the adoption of ASU No. 2023-02, the Company applied the equity method of accounting for its QAHPs. For the three and six months ended June 30, 2024, the Company recorded $3.8 million and $7.7 million, respectively, in tax credits and other tax benefits and $3.5 million and $6.9 million, respectively, of amortization attributable to the QAHPs within Provision for Income Taxes on its Consolidated Statement of Income. For the three and six months ended June 30, 2023, the Company recorded $3.6 million and $7.2 million, respectively, of tax credits and other tax benefits within Provision for Income Taxes and amortization of $2.1 million and $4.1 million, respectively, within Other Noninterest Expense on the Consolidated Statement of Income. At June 30, 2024, and December 31, 2023, the Company’s carrying value of QAHPs was $85.0 million and $101.8 million, respectively, recorded in Other Assets on the Consolidated Balance Sheet. The Company had $11.3 million and $12.5 million in remaining funding obligations related to these QAHPs recorded in Other Liabilities on the Consolidated Balance Sheets at June 30, 2024, and December 31, 2023, respectively. For the remaining funding obligations at June 30, 2024, approximately 91% are expected to be funded by 2026. For more information on the adoption of ASU 2023-02, refer to Recent Accounting and Regulatory Pronouncements under Note 3 — Recent Accounting and Regulatory Pronouncements.

Note 23 — Subsequent Events

On July 24, 2024, the Company announced that the Board of Directors of the Company increased its quarterly cash dividend on its common stock from $0.52 per share to $0.54 per share. The dividend is payable on August 16, 2024, to shareholders of record as of August 9, 2024.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2023. Results for the three and six months ended June 30, 2024, are not necessarily indicative of the results for the year ending December 31, 2024, 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 Corporation and its consolidated subsidiaries. References to the “Bank” means SouthState Corporation’s wholly owned subsidiary, SouthState Bank, National Association, a national banking association.

Overview

SouthState is a financial holding company headquartered in Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState|Duncan Williams Securities Corp., a registered broker-dealer headquartered in Memphis, Tennessee that serves primarily institutional clients across the U.S. in the fixed income business. The Bank also operates SouthState Advisory, Inc., a wholly owned registered investment advisor. SSB First Street Corporation, an investment subsidiary of the Bank headquartered in Wilmington, Delaware, holds 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 June 30, 2024, we had approximately $45.5 billion in assets and 5,189 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 a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina 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 also operate Corporate Billing, a transaction-based division of the Bank headquartered in Decatur, Alabama, that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide.

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.

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The following discussion describes our results of operations for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, and also analyzes our financial condition as of June 30, 2024, as compared to December 31, 2023. 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

Independent Bank Group, Inc. (“Independent”) Proposed Merger

On May 20, 2024, SouthState and Independent announced that the two companies had entered into a Merger Agreement, which provides that upon the terms and subject to the conditions set forth in the Merger Agreement, Independent will merge with and into SouthState, with SouthState continuing as the surviving corporation in the merger and immediately following the merger, Independent’s wholly owned banking subsidiary, Independent Bank, will merge with and into the SouthState’s wholly owned banking subsidiary, SouthState Bank, National Association, which will continue as the surviving bank in the bank merger. The Merger Agreement was approved by the Boards of Directors of the Company and Independent by the unanimous vote of directors present at the applicable meetings and is subject to approval by SouthState’s and Independent’s shareholders, as well as regulatory approvals and other customary closing conditions.

Under the terms of the Merger Agreement, shareholders of Independent will receive 0.60 shares of SouthState’s common stock for each share of Independent common stock they own. The transaction is expected to close during the first quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of required statutory approvals and approval by the shareholders of each of the Company and Independent. At June 30, 2024, Independent reported $18.4 billion in total assets, $14.6 billion in loans and $15.8 billion in deposits.

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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, 2023.

The following is a summary of our ACL critical accounting policy, which is highly dependent on estimates, assumptions and judgments.

Allowance for Credit Losses or 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 7—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 $213.9 million (all other things equal, including no compensating adjustments to qualitative factor adjustments). Conversely, if a 100% probability weighting was applied to the upside scenario, this would result in a decrease in the ACL by approximately $98.2 million. The adverse scenario includes assumptions including, but not limited to, elevated interest rates weakening consumers and public confidence, inflation, the Russian invasion of Ukraine persisting longer than expected and conflict in the Middle East leading to a wider war, tensions between China and Taiwan interrupt trade, political risks, increased unemployment and the U.S. economy falling into recession in 2024. Conversely, the upside scenario includes assumptions such as a swift resolution of international conflicts, stabilization of consumer confidence, 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 or assumptions of qualitative loss factors that were utilized at June 30, 2024.

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Results of Operations

Overview

We reported consolidated net income of $132.4 million, or diluted earnings per share (“EPS”) of $1.73, for the second quarter of 2024 as compared to consolidated net income of $123.4 million, or diluted EPS of $1.62, in the comparable period of 2023, a 7.2% increase in consolidated net income and a 6.8% increase in diluted EPS. During the six months ended June 30, 2024, we reported consolidated net income of $247.4 million, or diluted EPS of $3.23, as compared to consolidated net income of $263.4 million, or diluted EPS of $3.45, in the comparable period of 2023, a 6.1% decrease in consolidated net income and a 6.4% decrease in diluted EPS. The $8.9 million increase in consolidated net income for the second quarter of 2024 compared to the same period of 2023 was the net result of the following items:

● A $53.1 million increase in interest income, resulting from a $59.0 million increase in interest income from loans and loans held for sale partially offset by a $2.3 million decrease in interest income from investment securities, and a $3.6 million decrease in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. The increase in interest income from loans was due to an increase in the yield of 43 basis points as loans continued to reprice higher from the rising rate environment in 2022 and in 2023 as the Federal Reserve Bank raised its federal funds rate by 525 basis points. The increase in interest income was also due to an increase in the average balance of loans, including loans held for sale, of $1.9 billion through organic loan growth;

● A $64.6 million increase in interest expense, which resulted from a $64.7 million increase in interest expense from deposits, a $1.5 million increase in interest expense in federal funds purchased and securities sold under agreements to repurchase partially offset by a $1.6 million decrease in interest expense from corporate and subordinated debentures and other borrowings. The increase in interest expense from deposits resulted mainly from an increase in costs due to the higher interest rate environment with the increase in interest rates in 2022 and 2023. This increase in average cost of deposits was felt throughout 2023 starting with the stress in the financial markets and liquidity that occurred in March 2023 with the closure of a few failed financial institutions. The average cost of deposits, excluding noninterest-bearing deposits, increased by 87 basis points compared to the second quarter of 2023;

● An $34.5 million decrease in the provision for credit losses, as the Company recorded a provision for credit losses of $3.9 million in the second quarter of 2024 while recording a provision for credit losses of $38.4 million in the second quarter of 2023. During the second quarter of 2024, we recorded a lower provision for credit losses as economic forecasts improved since the second quarter of 2023, with inflation falling and interest rates stabilizing, along with lower new loan growth in the second quarter of 2024 compared to the same period in 2023;

● A $2.0 million decrease in noninterest income due to a decline in correspondent banking and capital market income of $14.3 million. This decrease was mostly offset by an increase in fees on deposit accounts of $741,000, in mortgage banking income of $1.6 million, in trust and investment services income of $1.3 million, in SBA income of $1.1 million, in bank owned life insurance income of $1.1 million and in other noninterest income of $6.6 million. The increase in other noninterest income is mainly attributable to $5.2 million in income from tax refunds during the second quarter of 2024. See Noninterest Income section on page 57 for further discussion;

● A $6.1 million increase in noninterest expense, which resulted primarily from an increase in salaries and employee benefits of $4.1 million, in merger, branch consolidation, severance related and other expense of $4.0 million, in advertising and marketing of $1.1 million, in OREO and loan related expense of $1.3 million and an information services expense of $2.0 million. These increases were partially offset by declines in FDIC assessment and other regulatory charges, excluding the special FDIC assessment allocated to the Bank, of $2.0 million, amortization of intangibles of $1.3 million and other noninterest expense of $3.1 million. The decrease in other noninterest expense is mainly related to a release in accrued expense for an uncertain tax position (“UTP”) of $2.0 million in the second quarter of 2024. See Noninterest Expense section on page 59 for further discussion; and

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● Higher income tax provision of $6.0 million due to higher pretax book income between the two quarters. The Company recorded pretax book income of $172.8 million in the second quarter of 2024 compared to pretax book income of $157.9 million in the second quarter of 2023. The increase was also due to the effects of the Company adopting ASU 2023-02 in the first quarter of 2024 whereby it applied the proportional amortization method of accounting related to its low-income housing tax credits partnerships (“LIHTC”). With the adoption of ASU 2023-02, the amortization of the LIHTCs is now recorded within Provision for Income Taxes rather than Other Noninterest Expense on the Statement of Income. The amortization for the Company’s LIHTCs totaled $3.5 million during the second quarter of 2024. The change in the accounting method, in addition to other items recorded during the current quarter, increased our effective tax rate for the second quarter in 2024 compared to the same period in 2023. Our effective tax rate was 23.42% for the three months ended June 30, 2024, compared to 21.84% for the three months ended June 30, 2023. See Income Tax Expense section on page 60 for further discussion.

Our quarterly efficiency ratio increased to 57.0% in the second quarter of 2024 compared to 53.6% in the second quarter of 2023. The increase in the efficiency ratio compared to the second quarter of 2023 was the result of an 3.1% decrease in the total of tax-equivalent net interest income and noninterest income along with a 3.0% increase in noninterest expense (excluding amortization of intangibles). This decrease was reflective of a 55.5% increase in interest expense as the repricing of interest-bearing liabilities caught up with the repricing of interest-earning assets in 2023 and 2024 resulting from the rising rate environment. The increase in noninterest expense was reflective of a 2.8% increase in salaries and employee benefits and a 220.0% increase in merger and branch consolidation related expense mostly related to the proposed merger with Independent.

Basic and diluted EPS were $1.74 and $1.73, respectively for the second quarter of 2024, compared to $1.62 for the second quarter of 2023. The increase in basic and diluted EPS was due to a 7.2% increase in net income in the second quarter of 2024 compared to the same period in 2023. The effects from the increase in net income were partially offset by an increase in average basic common shares of 0.3%. The increase in net income in the second quarter of 2024 was mainly attributable to a decrease in provision for credit losses during the second quarter of 2024.

Selected Figures and Ratios

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2024			2023			2024			2023
Return on average assets (annualized)		1.17	%		1.11	%		1.10	%		1.20	%
Return on average equity (annualized)		9.58	%		9.34	%		8.97	%		10.14	%
Return on average tangible equity (annualized)*		15.49	%		15.81	%		14.57	%		17.27	%
Dividend payout ratio		29.93	%		30.75	%		32.02	%		28.81	%
Equity to assets ratio		12.42	%		11.77	%		12.42	%		11.77	%
Average shareholders’ equity	$	5,554,470		$	5,301,697		$	5,545,511		$	5,239,717

*   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 June 30, 2024, the return on average assets increased compared to the same period in 2023.  This increase was primarily due to the increase in net income of $8.9 million, or 7.2%, which was mainly attributable to a decrease in the provision for credit losses cost as economic forecasts improved since the second quarter of 2023, with inflation falling and interest rates stabilizing, along with lower new loan growth in the second quarter of 2024 compared to the same period in 2023.  The effects on the return on average assets from the increase in net income were partially offset by an increase in average assets of 1.8% for the three months ended June 30, 2024, from the same period in 2023 mainly due to an increase in average loans of $1.8 billion through organic growth.  For the six months ended June 30, 2024, the return on average assets decreased as net income was lower by $15.9 million, or 6.1%, compared to the six months ended June 30, 2023, mainly due to a decline in net interest income of $48.8 million as the cost of interest-bearing liabilities increased resulting from the rising rate environment.

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● For the three months ended June 30, 2024, the return on average equity increased compared to the same periods in 2023.  This increase was primarily due to higher net income of 7.2% partially offset by the effects from an  increase in average equity of 4.8%.  The increase in net income was mainly attributable to lower provision for credit losses.  For the six months ended June 30, 2024, the return on average equity decreased primarily due to lower net income of $15.9 million, or 6.1%, along with an increase in average equity of $305.8 million, or 5.8%.  The decline in net income was due to the decline in the net interest margin from higher interest expense and the increase in average equity was due to net income earned from June 30, 2023.

● For the three months ended June 30, 2024, the return on average tangible equity declined compared to the same periods in 2023.  This decrease was due to the increase in average tangible equity of 8.5% being greater than the increase in net income adjusted for amortization of intangibles of 6.1%.  For the six months ended June 30, 2024, the return on average tangible equity decreased due to lower net income adjusted for amortization of intangibles of $18.2 million, or 6.6% along with an increase in average tangible equity of $332.2 million, or 10.4%.

● The equity to assets ratios was 12.42% for the quarter ended June 30, 2024, an increase of 0.65% from June 30, 2023. This increase resulted from the effects of the net income earned during the last twelve months being greater than the increase in total assets of 1.2% from June 30, 2023.

● Dividend payout ratios were 29.93% and 32.02% for the three and six month periods ending June 30, 2024, respectively, and 30.75% and 28.81% for the three and six month periods ending June 30, 2023, respectively. The decrease in the dividend payout ratio for the three months period ending June 30, 2024, was due to the 7.2% increase in net income being greater than the increase in dividends paid during the current quarter of 4.4% compared to the same period in 2023. The dividend payout ratio for the six months period ending June 30, 2024, increased due to lower net income of 6.1% along the effects from an increase in total dividends paid of 4.4% when compared to the same period in 2023.

Net Interest Income and Margin

Non-Tax Equivalent (“TE”) net interest income decreased $11.5 million, or 3.2%, to $350.3 million in the second quarter of 2024 compared to $361.7 million in the same period in 2023. Interest-earning assets averaged $41.0 billion during the three months period ended June 30, 2024, compared to $40.1 billion for the same period in 2023, an increase of $883.8 million, or 2.2%. Interest-bearing liabilities averaged $27.7 billion during the three months period ended June 30, 2024, compared to $26.0 billion for the same period in 2023, an increase of $1.7 billion, or 6.6%. Non-TE net interest income decreased $48.8 million, or 6.6%, to $694.2 million in the six months ended June 30, 2024, compared to $743.0 million in the same period in 2023. Interest-earning assets averaged $40.8 billion during the six months ended June 30, 2024, compared to $39.8 billion during the same period in 2023. Interest-bearing liabilities averaged $27.6 billion during the six months ended June 30, 2024, compared to $25.3 billion for the same period in 2023, an increase of $2.3 billion, or 9.0%.

The Federal Reserve made four 25 basis-point rate increases during 2023, starting early February 2023 with the last increase in late July 2023, resulting in a range of 5.25% to 5.50% at June 30, 2024. As a result, the Company operated under a higher rate environment for the three and six months ended June 30, 2024, while it operated under a comparatively lower rate environment in the same time periods in 2023. Some key highlights are outlined below:

● Both the non-TE and TE net interest margin decreased by 19 basis points and 18 basis points, respectively, in the second quarter of 2024 compared to the same quarter of 2023 due to the increase in the cost of interest-bearing liabilities of 84 basis points outweighing the increase in the yield on interest earning assets of 43 basis points. The increase in the cost of interest-bearing liabilities lagged the increase in yield on interest-earning assets during this rising interest rate cycle and has caught up in the latter half of 2023 and into 2024.

o Non-TE yield on interest-earning assets for the second quarter of 2024 increased 43 basis points to 5.21% from the comparable period in 2023 due to higher yields on the majority of interest-earning assets, including loans held for investment, investments securities, and loans held for sale, as the Federal Reserve Bank interest rate hikes during 2023 continue to impact these rates. The increases in interest rates, in combination with the increase in the average balance of the higher yielding loan portfolio of $1.8 billion, the decline in the average balances of lower yielding investment securities of $767.7 million, affected the overall yield increase between the comparable periods.

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o The average cost of interest-bearing liabilities for the second quarter of 2024 increased 84 basis points from the same period in 2023. This increase was driven by the effects from the higher rate environment on the repricing of all deposit accounts, federal funds purchased, securities purchased with agreement to repurchase, trust preferred corporate debt, and other borrowings. The average cost of interest-bearing deposits increased 88 basis points as the cost increase occurred in all deposit categories and was a result of the rising rate environment and a change in the deposit mix. Our deposits have shifted from lower-costing savings and transaction to higher-costing money market accounts as the customers have sought higher yields during the rising rate environment. The average balance of transaction deposit accounts decreased by $547.8 million, and savings accounts decreased by $526.3 million, while average balance of money market account increased by $3.0 billion for the second quarter of 2024 compared to the same period in 2023. The average cost of securities sold with agreements to repurchase, and federal funds purchased increased by 99 basis points and 37 basis points, respectively, while the average cost of corporate and subordinated debentures increased by 20 basis points. Other borrowings, consisting of FHLB advances had an average cost of 5.47% during the second quarter of 2024 compared to 5.22% for the compared period in 2023. Our overall cost of funds, including noninterest-bearing deposits, was 1.90% for the three months ended June 30, 2024, compared to 1.23% for the three months ended June 30, 2023.

The tables below summarize the analysis of changes in interest income and interest expense for the three and six months ended June 30, 2024, and 2023 and net interest margin on a tax equivalent basis:

	Three Months Ended
	June 30, 2024						June 30, 2023
	Average		Interest		Average		Average		Interest		Average
(Dollars in thousands)	Balance		Earned/Paid		Yield/Rate		Balance		Earned/Paid		Yield/Rate
Interest-Earning Assets:
Federal funds sold and interest-earning deposits with banks	$	732,252	$	8,248	4.53	%	$	947,526	$	11,858	5.02	%
Investment securities (taxable) (1)		6,426,206		38,747	2.43	%		7,187,390		41,254	2.30	%
Investment securities (tax-exempt) (1)		800,376		5,769	2.90	%		806,940		5,586	2.78	%
Loans held for sale		63,307		1,018	6.47	%		36,114		568	6.31	%
Acquired loans, net		5,373,383		84,263	6.31	%		6,759,859		102,446	6.08	%
Non-acquired loans		27,616,138		393,079	5.72	%		24,390,007		316,341	5.20	%
Total interest-earning assets		41,011,662		531,124	5.21	%		40,127,836		478,053	4.78	%
Noninterest-Earning Assets:
Cash and due from banks		443,686						470,209
Other assets		4,440,959						4,401,003
Allowance for credit losses		(468,573)						(370,924)
Total noninterest-earning assets		4,416,072						4,500,288
Total Assets	$	45,427,734					$	44,628,124
Interest-Bearing Liabilities:
Transaction and money market accounts	$	19,653,436	$	120,722	2.47	%	$	17,222,660	$	65,717	1.53	%
Savings deposits		2,504,809		1,830	0.29	%		3,031,153		1,951	0.26	%
Certificates and other time deposits		4,286,950		42,929	4.03	%		4,328,388		33,119	3.07	%
Federal funds purchased		270,028		3,621	5.39	%		215,085		2,690	5.02	%
Securities sold with agreements to repurchase		270,815		1,362	2.02	%		330,118		845	1.03	%
Corporate and subordinated debentures		391,775		5,999	6.16	%		392,144		5,823	5.96	%
Other borrowings		323,626		4,402	5.47	%		473,626		6,165	5.22	%
Total interest-bearing liabilities		27,701,439		180,865	2.63	%		25,993,174		116,310	1.79	%
Noninterest-Bearing Liabilities:
Demand deposits		10,566,529						11,939,022
Other liabilities		1,605,296						1,394,231
Total noninterest-bearing liabilities (“Non-IBL”)		12,171,825						13,333,253
Shareholders’ equity		5,554,470						5,301,697
Total Non-IBL and shareholders’ equity		17,726,295						18,634,950
Total Liabilities and Shareholders’ Equity	$	45,427,734					$	44,628,124
Net Interest Income and Margin (Non-Tax Equivalent)			$	350,259	3.43	%			$	361,743	3.62	%
Net Interest Margin (Tax Equivalent)					3.44	%					3.62	%
Total Deposit Cost (without debt and other borrowings)					1.80	%					1.11	%
Overall Cost of Funds (including demand deposits)					1.90	%					1.23	%

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	Six Months Ended
	June 30, 2024						June 30, 2023
	Average		Interest		Average		Average		Interest		Average
(Dollars in thousands)	Balance		Earned/Paid		Yield/Rate		Balance		Earned/Paid		Yield/Rate
Interest-Earning Assets:
Federal funds sold and interest-earning deposits with banks	$	700,301	$	16,502	4.74	%	$	853,903	$	20,779	4.91	%
Investment securities (taxable) (1)		6,539,593		78,492	2.41	%		7,251,296		82,819	2.30	%
Investment securities (tax-exempt) (1)		806,565		11,337	2.83	%		861,502		12,144	2.84	%
Loans held for sale		53,089		1,699	6.44	%		29,655		970	6.60	%
Acquired loans, net		5,565,904		173,826	6.28	%		6,958,595		207,851	6.02	%
Non-acquired loans		27,168,966		766,523	5.67	%		23,815,623		603,899	5.11	%
Total interest-earning assets		40,834,418		1,048,379	5.16	%		39,770,574		928,462	4.71	%
Noninterest-Earning Assets:
Cash and due from banks		451,261						491,715
Other assets		4,396,492						4,469,132
Allowance for credit losses		(462,723)						(363,673)
Total noninterest-earning assets		4,385,030						4,597,174
Total Assets	$	45,219,448					$	44,367,748
Interest-Bearing Liabilities:
Transaction and money market accounts	$	19,598,727	$	238,013	2.44	%	$	17,049,745	$	106,232	1.26	%
Savings deposits		2,547,030		3,648	0.29	%		3,163,949		3,707	0.24	%
Certificates and other time deposits		4,284,850		83,982	3.94	%		3,724,725		46,790	2.53	%
Federal funds purchased		263,268		6,989	5.34	%		204,232		4,877	4.82	%
Securities sold with agreements to repurchase		275,744		2,721	1.98	%		351,721		1,511	0.87	%
Corporate and subordinated debentures		391,822		12,008	6.16	%		392,191		11,558	5.94	%
Other borrowings		247,802		6,823	5.54	%		433,702		10,781	5.01	%
Total interest-bearing liabilities		27,609,243		354,184	2.58	%		25,320,265		185,456	1.48	%
Noninterest-Bearing Liabilities:
Demand deposits		10,548,563						12,352,722
Other liabilities		1,516,131						1,455,044
Total noninterest-bearing liabilities (“Non-IBL”)		12,064,694						13,807,766
Shareholders’ equity		5,545,511						5,239,717
Total Non-IBL and shareholders’ equity		17,610,205						19,047,483
Total Liabilities and Shareholders’ Equity	$	45,219,448					$	44,367,748
Net Interest Income and Margin (Non-Tax Equivalent)			$	694,195	3.42	%			$	743,006	3.77	%
Net Interest Margin (Tax Equivalent)					3.42	%					3.78	%
Total deposit cost (without debt and other borrowings)					1.77	%					0.87	%
Overall Cost of Funds (including demand deposits)					1.87	%					0.99	%

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

Investment Securities

The interest earned on investment securities decreased by $2.3 million and $5.1 million, respectively, in the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023. The average balance of investment securities decreased $767.7 million and $766.6 million, respectively, for the three and six months ended June 30, 2024, from the comparable periods in 2023. The yield on the investment securities increased 13 basis points and 10 basis points, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 due to the rising rate environment. While the Bank reduced the size of its investment securities portfolio, the yield on the investment securities increased due to higher interest rates in the three and six months ended June 30, 2024, compared to the same periods in 2023, resulting in higher interest income earned in 2024.

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Loans

Interest earned on loans held for investment increased $58.6 million to $477.3 million and increased $128.6 million to $940.3 million, respectively, during the three and six months ended June 30, 2024, from the comparable periods in 2023. Interest earned on loans held for investment included loan accretion income recognized during the three and six months ended June 30, 2024, and 2023 of $4.4 million, $8.7 million, $5.5 million and $12.9 million, respectively, a decrease of $1.1 million and $4.2 million, respectively. Some key highlights for the quarter ended June 30, 2024, are outlined below:

● Our non-TE yield on total loans increased 43 basis points in the second quarter of 2024 compared to the same period in 2023 due to a 52 basis-point increase in the yield on the non-acquired loan portfolio and a 23 basis-point increase in the yield on the acquired loan portfolio.

o The yield on the acquired loan portfolio increased from 6.08% in the second quarter of 2023 to 6.31% in the same period in 2024, while interest income on the acquired loan portfolio declined by $18.2 million during the same period.

◾ The interest income on acquired loans decreased by $18.2 million, due to a $1.4 billion decrease in average balance during the second quarter of 2024 compared to the same period in 2023. The average balance decreased due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. The effect from the decline in average acquired loans balance was partially offset by the increase in yield of 23 basis points.

o The yield on the non-acquired loan portfolio increased 52 basis points to 5.72% in the second quarter of 2024 compared to 5.20% in the same period in 2023. Interest income on the non-acquired loan portfolio increased $76.7 million during the same period.

◾ The increases in both yield and interest income on non-acquired loans were attributable to both an increase in the average loan balance of $3.2 billion during the second quarter of 2024 compared to the same period in 2023, primarily through organic loan growth and renewals of acquired loans that are moved to our non-acquired loan portfolio, along with a higher yield of 52 basis points due to the higher rate environment.

Interest-Bearing Liabilities

The quarter-to-date average balance of interest-bearing liabilities increased by $1.7 billion, or 6.6%, in the second quarter of 2024 compared to the same period in 2023. The cost of interest-bearing liabilities increased by 84 basis points to 2.63% and the overall cost of funds, including demand deposits, increased by 67 basis points to 1.90% in the second quarter of 2024, compared to the same period in 2023. Some key highlights for the quarter ended June 30, 2024, compared to the same period in 2023 include:

● The cost of interest-bearing deposits was 2.52% for the second quarter of 2024 compared to 1.64% for the same period in 2023.

o Interest expense on interest-bearing deposits increased by $64.7 million in the second quarter of 2024 compared to the same period in 2023 primarily due to interest expense on transaction and money market accounts and certificate and other time deposits increased. Interest expense on transaction and money market accounts and certificates and other time deposits increased by $55.0 million and $9.8 million, respectively, while interest expense on savings slightly declined by $121,000. One factor driving the increase in average cost and interest expense was the repricing of deposits in the higher rate environment in 2024 compared to the second quarter of 2023. The increase in the cost of interest-bearing deposits lagged the increase in the yield on interest-earning assets during this rising interest rate cycle and has caught up in the latter half of 2023 and into the first half of 2024.

o The average balance of interest-bearing deposits increased by $1.9 billion, primarily due to a $2.4 billion average balance increase of transaction and money market accounts, which drove up interest expense. The increase in the average balance of transaction and money market accounts was partially offset by a decrease in the average saving deposits of $526.3 million and a decrease in the average balance of certificates and other time deposits of $41.4 million.

● The cost of federal funds purchased increased 37 basis points in the second quarter of 2024 due to the rising rate environment. This increase in cost along with the increase in the average balance of $54.9 million drove the $931,000 increase in interest expense compared to the same period in 2023.

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● The cost of repurchase agreements was 2.02% for the second quarter of 2024 compared to 1.03% for the same period in 2023. The effects from the increase in the cost of repurchase agreements, partially offset by the effects from a decline in the average balance of $59.3 million, drove the increase in the interest expense of $517,000 during the second quarter of 2024 compared to the same period in 2023.

● The cost on the corporate and subordinated debt increased by 20 basis points to 6.16% for the three months ended June 30, 2024, compared to the same period in 2023, also driven by the effects from the rising rate environment on the repricing of variable rate corporate debentures. The interest expense from corporate and subordinated debentures increased by $176,000 during the second quarter of 2024 compared to the same period in 2023 due to the increase in average cost.

● The cost of other borrowings, consisting of FHLB advances, for the three months ended June 30, 2024, was 5.47% and interest expense was $4.4 million compared to 5.22% and $6.2 million during the second quarter of 2023. The decline in interest expense was due to a decline in the average balance of other borrowings of $150.0 million to $323.6 million during the second quarter of 2024 compared to $473.6 million during the same period in 2023.

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 $1.4 billion, or 11.5%, to $10.6 billion in the second quarter of 2024 compared to $11.9 billion during the same period in 2023. The decrease in the average balance of noninterest bearing deposits was due to customers moving funds from noninterest bearing checking accounts to interest bearing checking accounts seeking higher yields resulting from the rising rate environment, along with customers having less excess cash as funds from government support programs related to the COVID-19 pandemic began to decline.

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Noninterest Income

Noninterest income provides us with additional revenues that are significant sources of income. For the three months ended June 30, 2024, and 2023, noninterest income comprised 17.7%, and 17.6%, respectively, of total net interest income and noninterest income. For the six months ended June 30, 2024, and 2023, noninterest income comprised 17.5%, and 16.7%, respectively, of total net interest income and noninterest income.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Service charges on deposit accounts	$	22,889	$	22,257	$	45,559	$	42,868
Debit, prepaid, ATM and merchant card related income		10,953		10,844		21,428		20,092
Mortgage banking income		5,912		4,354		12,081		8,686
Trust and investment services income		11,091		9,823		21,482		19,760
Correspondent banking and capital markets income		4,860		19,187		9,171		32,781
Securities gains, net		—		—		—		45
SBA income		3,955		2,885		8,318		6,607
Bank owned life insurance income		7,372		6,271		14,264		13,084
Other		8,193		1,593		14,480		4,646
Total noninterest income	$	75,225	$	77,214	$	146,783	$	148,569

Noninterest income decreased slightly by $2.0 million, or 2.6%, during the second quarter of 2024 compared to the same period in 2023. This quarterly change in total noninterest income resulted from the following:

● Mortgage banking income increased by $1.6 million, or 35.8%, during the current quarter compared to the same period of the prior year, which was comprised of a $1.9 million, or 68.0%, increase in secondary market mortgage income, slightly offset by a $387,000, or 25.9%, decrease in mortgage servicing related income. Mortgage production declined from $696 million in the second quarter of 2023 to $552 million in the second quarter of 2024 with higher mortgage rates continuing during 2024. The Company allocated a higher percentage of mortgage production to the secondary market in the second quarter of 2024 compared to the same period in 2023 as the percentage allocated increased from 38% to 59%. 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 year to year.

o Mortgage income from the secondary market increased by $1.9 million between the comparable periods resulting from a $1.1 million increase in the fair value of loans held for sale, a $790,000 increase in the gain on sale of mortgage loans, which is net of the commission expense related to mortgage production, and the change in fair value of the pipeline of $532,000, offset by a decrease in the fair value of MBS forward trades of $454,000. Mortgage commission expense was $3.3 million during the second quarter of 2024 compared to $2.3 million during the comparable period in 2023.

o The decrease in mortgage servicing related income, net of the hedge, in the second quarter of 2024 was due to a $488,000 decrease in the change in fair value of the MSR including decay, offset by a $101,000 increase in service fee income. The decrease in fair value of the MSR between the comparable periods was primarily due to a decrease in the change in fair value from interest rates of $1.1 million and a $181,000 decline in MSR decay, offset by an increase from gains/losses on the MSR hedge of $840,000.

● Trust and investment services income for the second quarter of 2024 increased by $1.3 million, or 12.9%, from the second quarter of 2023, as assets under management have increased by $972.9 million, or 12.9%.

● Correspondent banking and capital markets income in the second quarter of 2024 decreased by $14.3 million, or 74.7%, compared to the same quarter in 2023. The decline was primarily related to a decrease of $11.5 million in income generated from the sale of customer swap ARC hedges during the second quarter of 2024 compared to the second quarter of 2023 resulting from the higher interest rate environment in 2024. The decline was also due to a $2.9 million increase in the expense attributable to the variation margin payments for centrally cleared swaps where we recorded an expense of $11.4 million related to variation margin payments in the second quarter of 2024 compared to an expense of $8.5 million in the second quarter of 2023. In addition, other operational fee income was lower by $1.0 million in the second quarter of 2024 compared to the same period in 2023.

● SBA income increased by $1.1 million, or 37.1% compared to the second quarter of 2023.  SBA income includes changes in fair value of the servicing asset, loan servicing fees and gains on sale of SBA loans.  The increase was attributable to higher gains on sale of SBA loans of $854,000 and the change in fair value of the SBA servicing asset of $259,000.  

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● Bank owned life insurance income increased $1.1 million, or 17.6%, during the second quarter of 2024 compared to the same period in 2023. This increase was primarily due to higher death proceeds on BOLI policies received during the second quarter of 2024 compared to the same period in 2023.

● Other income increased by $6.6 million, or 414.3%, in the second quarter of 2024 compared to the same period in 2023, primarily due to approximately $5.2 million of income recognized from federal tax refunds received during the second quarter of 2024 for net operating loss carrybacks filed in 2021.

Noninterest income decreased by $1.8 million, or 1.2%, during the six months ended June 30, 2024, compared to the same period in 2023. The categories and explanations for the fluctuations year-to-date, except the items discussed below, are similar to the ones noted above in the quarterly comparison.

● Service charges on deposit accounts were higher in 2024 by $2.7 million, or 6.3%, compared to 2023. The increase was mainly attributable to a $2.0 million increase in NSF fees and a $771,000 increase in service charge account maintenance fees in 2024 compared to 2023.

● Debit, prepaid, ATM and merchant card related income was higher by $1.3 million, or 6.6%, in 2024 compared to 2023. The increase in debit, ATM, prepaid and merchant card related income was mainly due to higher card and ATM system related expense of $1.3 million.

● Mortgage banking income increased by $3.4 million, or 39.1%, in 2024 compared to 2023, which comprised of a $2.8 million, or 50.4%, increase in secondary market mortgage income and a $563,000, or 18.4%, increase in mortgage servicing related income. Mortgage production declined from $1.3 billion in the first half of 2023 to $981 million in the first half of 2024 with higher mortgage rates continuing during 2024. We allocated a higher percentage of mortgage production to the secondary market in 2024 compared to 2023 from 34% to 57%.

o Mortgage income from the secondary market increased by $2.8 million between the comparable periods resulting from a $1.0 million increase in the fair value of MBS forward trades, a $942,000 increase in the fair value of loans held for sale, a $795,000 increase in the gain on sale of mortgage loans, which is net of the commission expense related to mortgage production, and the change in fair value of the pipeline of $83,000. Mortgage commission expense was $5.5 million in 2024 compared to $3.6 million in 2023.

o The increase in mortgage servicing related income, net of the hedge, in 2024 was due to a $428,000 increase in the change in fair value of the MSR including decay and a $135,000 increase in service fee income. 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 $2.5 million, offset by a $1.9 million decrease from gains/losses on the MSR hedge and a $214,000 decline in MSR decay.

● Correspondent banking and capital markets income for 2024 decreased by $23.6 million, or 72.0%, compared to 2023. The decline was primarily related to a decrease of $17.8 million in income generated from the sale of customer swap ARC hedges in 2024 compared to 2023 resulting from the higher interest rate environment in 2024. The decline was also due to the expense attributable to the variation margin payments for centrally cleared swaps where we recorded an expense of $21.7 million related to variation margin payments in the 2024 compared to an expense of $16.9 million in 2023. In addition, other operational fee income was lower by $1.2 million in 2024 compared to 2023.

● SBA income, including the impact from the change to fair value accounting, increased by $1.7 million, or 25.9% in 2024 compared to 2023.  The increase was primarily attributable to an increase in gains on sale of SBA loans of $1.7 million.  

● Other income increased by $9.8 million, or 211.7%, in 2024 compared to 2023. This increase was due to approximately $5.2 million in income recognized on federal tax refunds received during the second quarter of 2024 for net operating loss carrybacks filed in 2021, the Bank recognizing approximately $3.0 million in credits from an external vendor in 2024, and approximately $876,000 resulting from the release of accrued expense attributable to UTPs.

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Noninterest Expense

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Salaries and employee benefits	$	151,435	$	147,342	$	301,888	$	291,402
Occupancy expense		22,453		22,196		45,030		43,729
Information services expense		23,144		21,119		45,497		41,044
OREO and loan related expense		1,307		(14)		1,913		155
Amortization of intangibles		5,744		7,028		11,742		14,327
Business development and staff related expense		6,220		6,672		12,019		12,629
Supplies and printing		759		853		1,668		1,737
Postage expense		1,767		1,701		3,398		3,457
Professional fees		3,906		4,364		7,021		8,066
FDIC assessment and other regulatory charges		7,771		9,819		16,305		16,113
FDIC special assessment		619		—		4,473		—
Advertising and marketing		2,594		1,521		4,578		3,639
Merger, branch consolidation, severance related and other expense		5,785		1,808		10,298		11,220
Other		15,243		18,217		32,207		35,613
Total noninterest expense	$	248,747	$	242,626	$	498,037	$	483,131

Noninterest expense increased by $6.1 million, or 2.5%, in the second quarter of 2024 as compared to the same period in 2023. The quarterly increase in total noninterest expense primarily resulted from the following:

● Salaries and employee benefits increased $4.1 million, or 2.8%, in the second quarter of 2024 compared to the same period in 2023. The increase was primarily due to an increase in incentive expenses of $3.8 million, an increase in salaries of $1.8 million resulting from merit increases, along with higher employee benefits of $1.4 million due to higher FICA tax and medical insurance expense.

● These increases were partially offset by a decrease in commissions of $3.0 million, which is mainly attributable to lower commissions related to the correspondent banking division resulting from lower bond sales and lower income from the ARC hedging program.

● Information services expense increased $2.0 million, or 9.6%, in the second quarter of 2024 compared to the same period in 2023.  The increase was due to additional costs associated with the Company updating systems and software as it grows in size and complexity.

● OREO and loan related expense increased to $1.3 million in the second quarter of 2024, compared to OREO and loan related recovery of $14,000 in the same period in 2023. The increase was primarily due to an $862,000 increase in losses from the sales of OREO and other repossessed assets and a $445,000 increase in Special Assets Management (“SAM”) related expenses including legal, tax and other costs.

● Amortization of intangibles, which is related to the Company’s prior mergers, decreased $1.3 million, or 18.3%.

● Advertising and marketing expense increased $1.1 million, or 70.5%, in the second quarter 2024 compared to the same period in 2023, primarily due to media advertising production and placement related costs incurred in the second quarter of 2024.

● Merger, branch consolidation and severance related expense increased $4.0 million, or 220.0%, in the second quarter of 2024 compared to the same period in 2023. Of the $4.0 million in 2024, approximately $3.5 million pertains to one-time costs associated with the cybersecurity incident, which was identified as an isolated event as previously disclosed by the Company. The Company also incurred approximately $2.5 million expenses associated with the previously announced acquisition of Independent during the second quarter of 2024, while it had a total of $963,000 merger expense associated with the Atlantic Capital acquisition during the comparative period in 2023. These increases were offset by a reduction in the restructuring costs of approximately $1.1 million.

● Other noninterest expense decreased $3.0 million, or 16.3%, in the second quarter of 2024 compared to the same period in 2023. This decrease primarily resulted from a $2.1 million decline in amortization expenses related to the adoption of ASU 2023-02 effective January 1, 2024, and a $2.0 million decrease in other miscellaneous operational expenses. In addition, a UTP adjustment for approximately $2.0 million was recorded during the second quarter of 2024. These decreases were offset by a $3.7 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.

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Noninterest expense increased by $14.9 million, or 3.1%, during the six months ended June 30, 2024, compared to the same period in 2023. The categories and explanations for the fluctuations year-to-date, except the items discussed below, are similar to the ones noted above in the quarterly comparison.

● Occupancy expense increased $1.3 million, or 3.0%. The increase was primarily due to increases in branch maintenance, insurance, tax and lease related expenses.

● Professional fees decreased $1.0 million, or 13.0%, primarily due to lower legal and other general business consulting expenses incurred in 2024 compared to 2023.

● The Company accrued a total of $4.5 million in 2024 related to the FDIC’s special assessment introduced in 2023 to recover losses to the FDIC’s Deposit Insurance Fund resulting from the bank failures that occurred in early 2023. The Bank increased its accrual of the FDIC special assessment during 2024 in anticipation of the higher assessment that may be allocated to the Bank as the estimate of the losses expected from the bank failures were larger than originally estimated.

● Merger, branch consolidation and severance related expense increased by $7.2 million, or 230.2%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The increase was primarily due to approximately $7.9 million one-time costs associated with the cybersecurity incident.

Income Tax Expense

Our effective tax rate was 23.42% for the three months ended June 30, 2024, compared to 21.84% for the three months ended June 30, 2023. The increase in the effective rate for the quarter, when compared to the same period in the prior year, is driven by amortization of LIHTCs as a result of the adoption of the proportional amortization under ASU 2023-02 effective January 1, 2024, as well as an increase in disallowed interest expense, and non-deductible merger expenses recorded during the current period. This was partially offset by a decrease in disallowed executive compensation.

Our effective tax rate for the first six months of the year was 24.19% compared to 21.84% for the first six months of 2023. The increase in the year-to-date effective tax rate compared to the same period of 2023 was primarily driven by amortization of LIHTC investments, an increase in disallowed interest expense, partially offset by an increase in tax-exempt interest income and an increase in federal tax credits available. In addition, the Company recorded approximately $2.8 million in income tax provision during the first quarter of 2024 related to the revaluation of its deferred income taxes and other tax adjustments.

Analysis of Financial Condition

Summary

Our total assets increased approximately $591.9 million, or 1.3%, from December 31, 2023 to June 30, 2024, to approximately $45.5 billion. Within total assets, cash and cash equivalents increased by $118.3 million, or 11.8% and loans increased $846.1 million, or 2.6%, while investment securities decreased $415.6 million, or 5.6%, during the period. Within total liabilities, deposit grew $49.5 million, or 0.1%, and federal funds purchased and securities sold under agreements to repurchase increased by $53.2 million, or 10.9%. Total borrowings increased by $199.8 million, or 40.6%. Total shareholder’s equity increased $117.3 million, or 2.1%. The increase in cash and cash equivalents was primarily due to the increase in borrowings of $199.8 million along with decline in investments of $415.6 million from maturities and pay downs of mortgage-backed securities. The increase in borrowings was due to a net increase in FHLB advances of $200.0 million from December 31, 2023. These increases in funding sources were mostly offset by the increase in loans which was due to normal organic growth. Our loan to deposit ratio was 90% and 87% at June 30, 2024 and December 31, 2023, respectively, while our percentage of noninterest-bearing deposit accounts to total deposits was 28% and 29%, respectively at June 30, 2024, and December 31, 2023.

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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 June 30, 2024, investment securities totaled $7.0 billion, compared to $7.5 billion at December 31, 2023, a decrease of $415.6 million, or 5.6%. At June 30, 2024, approximately 63.8% of the investment portfolio was classified as available for sale, approximately 33.3% was classified as held to maturity and approximately 2.9% was classified as other investments. During the six months ended June 30, 2024, we purchased $95.0 million of capital stock of the Federal Home Loan Bank of Atlanta classified as other investment securities on the balance sheet of which we sold back $85.5 million. The net decrease to the capital stock holding for the Federal Home Loan Bank of Atlanta of $9.5 million during the six months of 2024 was due to the decrease in Federal Home Loan Bank borrowings. During the six months ended June 30, 2024, the Bank purchased $13.0 million of available for sale securities. There were maturities, paydowns, and calls of investment securities totaling $378.6 million during the six months of 2024. Net amortization of premiums was $9.7 million in the first six months of 2024.

At June 30, 2024, the unrealized net losses of the available for sale securities portfolio was $826.4 million, or 15.5%, below its amortized cost basis, compared to an unrealized net loss of $776.6 million, or 14.0%, at December 31, 2023. At June 30, 2024, the unrealized net losses of the held to maturity securities portfolio was $427.6 million, or 18.2%, below its amortized cost basis, compared to an unrealized net loss of $402.7 million, or 16.2%, at December 31, 2023.

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:

	Amortized		Fair		Unrealized
(Dollars in thousands)	Cost		Value		Net Loss		AAA – A		Not Rated
June 30, 2024
U.S. Treasuries	$	38,098	$	37,945	$	(153)	$	38,098	$	—
U.S. Government agencies		363,418		317,612		(45,806)		363,418		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises*		3,105,374		2,575,636		(529,738)		93		3,105,281
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises*		1,021,180		845,156		(176,024)		—		1,021,180
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises*		1,558,773		1,286,026		(272,747)		20,767		1,538,006
State and municipal obligations		1,124,430		952,702		(171,728)		1,121,881		2,549
Small Business Administration loan-backed securities		431,366		376,810		(54,556)		431,366		—
Corporate securities		30,509		27,318		(3,191)		—		30,509
	$	7,673,148	$	6,419,205	$	(1,253,943)	$	1,975,623	$	5,697,525

* 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 June 30, 2024, we had 1,232 investment securities including both available for sale and held to maturity, in an unrealized loss position, which totaled $1.3 billion. At December 31, 2023, we had 1,232 investment securities, including both available for sale and held to maturity, in an unrealized loss position, which totaled $1.2 billion. The total number of investment securities with an unrealized loss position remained unchanged, while the total dollar amount of the unrealized loss increased by $73.5 million. The level of unrealized losses for each period is due to an overall increase in short- and long-term interest rates in 2022 and 2023 and the expectation that interest rates will not fall until late 2024 or 2025.

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All investment securities in an unrealized loss position as of June 30, 2024, 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 5 — Investment 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. 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 June 30, 2024:

	Due In					Due After					Due After					Due After
	1 Year or Less					1 Thru 5 Years					5 Thru 10 Years					10 Years					Total
(Dollars in thousands)	Amount			Yield		Amount			Yield		Amount			Yield		Amount			Yield		Amount		Yield
Held to Maturity (amortized cost)
U.S. Government agencies	$	14,365		2.32	%	$	—		—	%	$	132,905		1.73	%	$	—		—	%	$	147,270	1.79	%
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—			—		—			153,774		1.97			1,216,368		1.80			1,370,142	1.82
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—			—		—			—		—			428,467		2.48			428,467	2.48
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—			36,511		0.94			169,759		1.49			144,911		1.58			351,181	1.47
Small Business Administration loan-backed securities		—		—			—		—			—		—			51,467		1.24			51,467	1.24
Total held to maturity	$	14,365		2.32	%	$	36,511		0.94	%	$	456,438		1.72	%	$	1,841,213		1.93	%	$	2,348,527	1.87	%
Available for Sale (fair value)
U.S. Government treasuries	$	37,945		3.13	%	$	—		—	%	$	—		—	%	$	—		—	%	$	37,945	3.13	%
U.S. Government agencies		95,550		2.65			21,675		1.63			77,898		1.69			—		—			195,123	2.11
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		26		2.55			3,178		2.26			144,035		2.40			1,301,690		1.93			1,448,929	1.98
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		177		2.47			5,814		2.51			10,340		2.29			474,213		2.18			490,544	2.20
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		23		5.93			206,902		2.81			560,781		1.93			241,255		1.78			1,008,961	2.06
State and municipal obligations (1)		4,428		3.61			31,025		3.19			131,770		2.56			785,479		2.79			952,702	2.77
Small Business Administration loan-backed securities		3,064		2.79			16,772		3.67			112,565		3.97			204,341		2.79			336,742	3.21
Corporate securities		—		—			486		8.22			26,071		3.96			761		4.50			27,318	4.05
Total available for sale	$	141,213		2.81	%	$	285,852		2.81	%	$	1,063,460		2.32	%	$	3,007,739		2.24	%	$	4,498,264	2.31	%
Total other investments (2)	$	—		—	%	$	—		—	%	$	—		—	%	$	201,516		4.63	%	$	201,516	4.63	%
Total investment securities	$	155,578		2.77	%	$	322,363		2.60	%	$	1,519,898		2.14	%	$	5,050,468		2.22	%	$	7,048,307	2.23	%
Percent of total		2	%				5	%				22	%				72	%
Cumulative percent of total		2	%				7	%				28	%				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.”

Approximately 85.6% of the investment portfolio 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 13.9% of the investment portfolio 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 98% of the municipal bond portfolio has ratings in the Double A or Triple A category.

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Through June 30, 2024, the Company did not sell any securities that are available for sale or held to maturity. As of June 30, 2024, the portfolio had an effective duration of 5.89 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:

	June 30, 2024			December 31, 2023
(Dollars in thousands, duration in years)	Amount		Duration	Amount		Duration
Held to Maturity (amortized cost)
U.S. Government agencies	$	147,270	6.18	$	197,267	5.03
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,370,142	6.11		1,438,102	6.40
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		428,467	5.83		444,883	6.24
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		351,181	3.50		354,055	4.06
Small Business Administration loan-backed securities		51,467	6.85		53,133	6.95
Total held to maturity	$	2,348,527	5.69	$	2,487,440	5.94
Available for Sale (fair value)
U.S. Treasuries	$	37,945	0.13	$	73,890	0.35
U.S. Government agencies		195,123	3.42		224,706	3.41
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,448,928	5.87		1,558,306	6.12
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		490,544	5.54		527,422	5.69
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,008,962	3.53		1,024,170	3.73
State and municipal obligations		952,702	10.54		977,461	8.62
Small Business Administration loan-backed securities		336,742	3.83		371,686	3.81
Corporate securities		27,318	1.90		26,747	2.45
Total available for sale	$	4,498,264	5.98	$	4,784,388	5.65

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 June 30, 2024, we determined that there was no impairment on our other investment securities. As of June 30, 2024, other investment securities represented approximately $201.5 million, or 0.44% of total assets, and primarily consists of FHLB and FRB stock which totals $182.6 million, or 0.40% of total assets. There were no gains or losses on the sales of these securities for three and six months ended June 30, 2024, and 2023, respectively.

Trading Securities

We have a trading portfolio associated with our Correspondent Banking Division and the Bank’s subsidiary, SouthState|Duncan Williams. 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 $92.2 million and $31.3 million, respectively, at June 30, 2024, and December 31, 2023.

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Loans Held for Sale

The balance of mortgage loans held for sale increased $49.1 million from December 31, 2023, to $100.0 million on June 30, 2024. Total mortgage production was $552 million in the second quarter of 2024. This compares to $429 million in the first quarter of 2024 and $696 million in the second quarter of 2023. Mortgage production has declined in 2024 as mortgage rates have continued to remain high. The percentage of mortgage production sold into the secondary market increased in the second quarter of 2024 to 59% from 53% in the first quarter of 2024. 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):

LOAN PORTFOLIO	June 30,		% of		December 31,		% of
(Dollars in thousands)	2024		Total		2023		Total
Acquired loans:
Acquired - non-purchased credit deteriorated loans:
Construction and land development	$	81,708	0.2	%	$	135,819	0.4	%
Commercial non-owner-occupied		1,558,942	4.7	%		1,730,990	5.4	%
Commercial owner-occupied real estate		1,017,917	3.1	%		1,115,539	3.4	%
Consumer owner-occupied		467,878	1.4	%		496,674	1.5	%
Home equity loans		203,407	0.6	%		227,789	0.7	%
Commercial and industrial		726,030	2.2	%		863,584	2.7	%
Other income producing property		129,785	0.4	%		148,361	0.5	%
Consumer non real estate		67,450	0.2	%		77,930	0.2	%
Other		206	—	%		227	—	%
Total acquired - non-purchased credit deteriorated loans		4,253,323	12.8	%		4,796,913	14.8	%
Acquired - purchased credit deteriorated loans (PCD):
Construction and land development		6,361	—	%		9,506	—	%
Commercial non-owner-occupied		379,957	1.1	%		445,270	1.4	%
Commercial owner-occupied real estate		300,499	0.9	%		349,755	1.1	%
Consumer owner-occupied		158,566	0.5	%		169,923	0.5	%
Home equity loans		25,572	0.1	%		27,239	0.1	%
Commercial and industrial		28,782	0.1	%		39,951	0.1	%
Other income producing property		28,959	0.1	%		35,358	0.1	%
Consumer non real estate		28,559	0.1	%		31,811	0.1	%
Total acquired - purchased credit deteriorated loans (PCD)		957,255	2.9	%		1,108,813	3.4	%
Total acquired loans		5,210,578	15.7	%		5,905,726	18.2	%
Non-acquired loans:
Construction and land development		2,504,238	7.5	%		2,778,189	8.6	%
Commercial non-owner-occupied		7,167,917	21.6	%		6,395,374	19.7	%
Commercial owner-occupied real estate		4,204,562	12.7	%		4,032,377	12.5	%
Consumer owner-occupied		6,342,896	19.1	%		5,928,408	18.3	%
Home equity loans		1,242,405	3.7	%		1,143,417	3.5	%
Commercial and industrial		5,015,026	15.1	%		4,601,004	14.2	%
Other income producing property		466,213	1.4	%		472,615	1.5	%
Consumer non real estate		1,079,126	3.2	%		1,123,909	3.5	%
Other		1,603	—	%		7,470	—	%
Total non-acquired loans		28,023,986	84.3	%		26,482,763	81.8	%
Total loans (net of unearned income)	$	33,234,564	100.0	%	$	32,388,489	100.0	%

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Total loans, net of deferred loan costs and fees (excluding mortgage loans held for sale), increased by $846.1 million, or 5.3% annualized, to $33.2 billion at June 30, 2024. Our non-acquired loan portfolio increased by $1.5 billion, or 11.7% annualized, mainly driven by organic growth. Commercial non-owner-occupied loans, consumer owner-occupied loans, commercial and industrial loans, commercial owner-occupied real estate, and home equity loans led the way with $772.5 million, $414.5 million, $414.0 million, $172.2 million and $99.0 million in year-to-date loan growth, respectively, or 24.3%, 14.1%, 18.1%, 8.6% and 17.4% annualized growth, respectively. The acquired loan portfolio decreased by $695.1 million, or 23.7% annualized. 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 and commercial owner-occupied loans, which decreased by $237.4 million, $148.7 million and $146.9 million, respectively, year-to-date. Acquired loans as a percentage of total loans decreased to 15.7% and non-acquired loans as a percentage of the overall portfolio increased to 84.3% at June 30, 2024. This compares to acquired loans as a percentage of total loans of 18.2% and non-acquired loans as a percentage of total loans of 81.8% at December 31, 2023.

Total commercial non-owner-occupied loans of $9.1 billion, approximately 27.4% of the total loans held for investment, was the largest category of the loan portfolio as of June 30, 2024. As of June 30, 2024, approximately 94% of the commercial non-owner-occupied portfolio was located within the Company’s footprint. Of the $9.1 billion, approximately $1.3 billion, or 4% of the total loans, represented our office segment. Approximately 95% of the office segment was located in the Company’s footprint and approximately 10% was located within the metropolitan or central business district. The weighted average Debt Service Coverage (“DSC”) was 1.47x and the loan-to-value was 58%. For additional discussion around classified commercial non-owner-occupied loans, refer to the “Nonperforming Assets” section in this MD&A.

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.

Commercial Non-Owner-Occupied Loans	Net Book		Average		Weighted-	Weighted-Average		% of		% of Substandard &		% of
(Dollars in thousands)	Balance (1)		Loan Size		Average DSC (2)	Loan-to-Value (3)		Non-Accrual		Accruing		Special Mention
June 30, 2024
Loan Type:
Retail	$	2,115,553	$	1,697	1.76	53	%	—	%	0.58	%	0.40	%
Warehouse / Industrial		1,324,195		1,775	1.67	58	%	—	%	3.06	%	2.24	%
Office		1,276,172		1,427	1.47	58	%	1.42	%	8.24	%	4.73	%
Multifamily		1,156,222		2,652	1.46	52	%	0.02	%	9.36	%	1.80	%
Hotel		953,716		4,721	2.07	56	%	0.01	%	6.11	%	0.01	%
Medical		620,184		1,885	1.68	57	%	—	%	1.38	%	0.84	%
Other		509,152		1,221	1.56	57	%	0.03	%	1.22	%	9.60	%
Self Storage		459,888		3,565	1.51	56	%	—	%	10.35	%	1.04	%

(1) Net book balance in each segment that represents 2% or more of commercial non-owner-occupied portfolio as of June 30, 2024.

(2) Weighted average DSC information from the Company’s December 31, 2023 stress test using commitment balances, totaling approximately $5.4 billion. The Weighted average DSC information excludes loans below $1.5 million, unless part of a larger relationship.

(3) Weighted-average Loan-to-Value as of June 30, 2024.

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, 2023, 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.

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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 and unrest in middle east, 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.

In spite of the rapid interest rate hikes experienced cycle-to-date, the U.S. has thus far avoided a recession, although an inverted yield curve such as observed in the current interest rate environment often portends a coming 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 June 30, 2024, management selected a baseline weighting of 40%, a 30% weighting for an upside scenario and a 30% weighting for the more severe scenario. In the prior quarter, scenario weightings were 50% on baseline and 25% each on the upside and downside scenarios. The scenario weightings were changed to align to best practices for probability weighted forecast scenarios and do not represent a significant shift in management’s economic outlook. Scenario weightings are generally expected to remain stable but are reviewed on a quarterly basis. The scenario weightings reflect continued recognition of downside risks in the economic forecast from persistent levels of inflation, high interest rates, and tightening credit conditions conducive of a mild recession. While employment figures still show resilience and actual loan losses remain at low levels, continued projected borrower weakness related to high interest rates result in elevated modeled expected losses. The resulting provision was approximately $3.9 million during the second quarter of 2024.

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, 2023, 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 June 30, 2024, the balance of the ACL was $472.3 million or 1.42% of total loans. The ACL increased $2.6 million from the balance of $469.7 million recorded at March 31, 2024. This increase during the second quarter of 2024 included $6.9 million provision and $4.2 million net charge-offs. During the first six months of 2024, the Company recorded a provision for credit losses based on loan growth and current forecasts applied to our modeling to adequately capture potential economic recessionary risks.

As discussed in Note 1 - Summary of Significant Accounting Policies, in the second quarter of 2024, updates were made to certain estimates used in the Company’s current expected credit loss model. While the total allowance and coverage of total loans remain the same, reserves at the loan segment level were updated due the expansion of macroeconomic variables. Although portions of the allowance may be allocated to specific loans or pools of loans, the entire allowance is available for any credit that, in management’s judgment, should be charged off.

At June 30, 2024, the Company had a reserve on unfunded commitments of $50.2 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $53.2 million at March 31, 2024, and $56.3 million at December 31, 2023. During the three and six months ended June 30, 2024, the Company recorded a decrease in the reserve for unfunded commitments of $3.0 million and $6.1 million, respectively. For the prior comparative period, the Company recorded a decrease in the reserve for unfunded commitments of $21.7 million and $3.8 million, respectively, during three and six months ended June 30, 2023. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financial asset during the first six months of 2024.

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The ACL provides 2.41 times coverage of nonperforming loans at June 30, 2024. Net charge-offs to total average loans during three and six months ended June 30, 2024, were 0.05% and 0.04%, respectively, compared to net charge-offs to total average loans of 0.04% and 0.03%, respectively, during the three and six months ended June 30, 2023. We continued to experience solid and stable asset quality numbers and ratios as of June 30, 2024.

The following table provides the allocation, by segment, for expected credit losses as of June 30, 2024:

	June 30, 2024
(Dollars in thousands)	Amount		%*
Residential Mortgage Senior	$	59,552	22.2	%
Residential Mortgage Junior		428	0.1	%
Revolving Mortgage		18,929	4.7	%
Residential Construction		10,025	1.6	%
Other Construction and Development		77,219	6.1	%
Consumer		12,228	3.5	%
Multifamily		19,761	3.4	%
Municipal		1,779	2.3	%
Owner-Occupied Commercial Real Estate		91,423	16.6	%
Non-Owner-Occupied Commercial Real Estate		99,015	24.1	%
Commercial and Industrial		81,939	15.4	%
Total	$	472,298	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 three and six months ended June 30, 2024, and 2023:

	Three Months Ended
	June 30, 2024						June 30, 2023
(Dollars in thousands)	Net Recovery (Charge Off)		Average Balance		Net Recovery (Charge Off) Ratio		Net Recovery (Charge Off)		Average Balance		Net Recovery (Charge Off) Ratio
Residential Mortgage Senior	$	56	$	7,333,141	—	%	$	265	$	6,261,400	0.02	%
Residential Mortgage Junior		50		16,582	1.21	%		3		11,290	0.11	%
Revolving Mortgage		277		1,530,256	0.07	%		532		1,410,768	0.15	%
Residential Construction		15		558,301	0.01	%		22		873,295	0.01	%
Other Construction and Development		(543)		1,921,052	(0.11)	%		196		1,889,613	0.04	%
Consumer		(1,373)		1,173,471	(0.47)	%		(2,497)		1,267,823	(0.79)	%
Multifamily		41		1,163,221	0.01	%		—		841,501	—	%
Municipal		—		752,849	—	%		—		732,666	—	%
Owner-Occupied Commercial Real Estate		15		5,522,455	—	%		58		5,559,762	0.00	%
Non-Owner-Occupied Commercial Real Estate		(87)		8,002,132	—	%		334		7,566,746	0.02	%
Commercial and Industrial		(2,676)		5,016,061	(0.21)	%		(2,223)		4,735,002	(0.19)	%
Total	$	(4,225)	$	32,989,521	(0.05)	%	$	(3,310)	$	31,149,866	(0.04)	%

	Six Months Ended
	June 30, 2024						June 30, 2023
(Dollars in thousands)	Net Recovery (Charge Off)		Average Balance		Net Recovery (Charge Off) Ratio		Net Recovery (Charge Off)		Average Balance		Net Recovery (Charge Off) Ratio
Residential Mortgage Senior	$	(164)	$	7,226,647	—	%	$	557	$	6,050,441	0.02	%
Residential Mortgage Junior		89		15,515	1.15	%		8		11,801	0.14	%
Revolving Mortgage		459		1,512,240	0.06	%		738		1,397,477	0.11	%
Residential Construction		(282)		597,545	(0.09)	%		94		871,178	0.02	%
Other Construction and Development		(1,011)		2,016,056	(0.10)	%		454		1,912,617	0.05	%
Consumer		(2,745)		1,186,592	(0.47)	%		(4,642)		1,264,717	(0.74)	%
Multifamily		66		1,069,726	0.01	%		—		796,291	—	%
Municipal		—		747,058	—	%		—		724,862	—	%
Owner-Occupied Commercial Real Estate		118		5,501,020	—	%		351		5,518,458	0.01	%
Non-Owner-Occupied Commercial Real Estate		(148)		7,895,020	—	%		389		7,497,055	0.01	%
Commercial and Industrial		(3,286)		4,967,451	(0.13)	%		(2,297)		4,729,321	(0.10)	%
Total	$	(6,904)	$	32,734,870	(0.04)	%	$	(4,348)	$	30,774,218	(0.03)	%

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The following tables present summary of ACL for the three and six months ended June 30, 2024, and 2023:

	Three Months Ended June 30,
	2024							2023
	Non-PCD			PCD				Non-PCD			PCD
(Dollars in thousands)	Loans			Loans		Total		Loans			Loans		Total
Balance at beginning of period	$	439,188		$	30,466	$	469,654	$	327,915		$	42,730	$	370,645
Loans charged-off		(6,332)			(2,258)		(8,590)		(7,516)			(62)		(7,578)
Recoveries of loans previously charged off		3,411			954		4,365		2,850			1,418		4,268
Net (charge-offs) recoveries		(2,921)			(1,304)		(4,225)		(4,666)			1,356		(3,310)
Provision (recovery) for credit losses		11,361			(4,492)		6,869		61,047			(990)		60,057
Balance at end of period	$	447,628		$	24,670	$	472,298	$	384,296		$	43,096	$	427,392
Total loans, net of unearned income:
At period end	$	33,234,564						$	31,536,785
Average		32,989,521							31,149,866
Net charge-offs as a percentage of average loans (annualized)		0.05	%						0.04	%
Allowance for credit losses as a percentage of period end loans		1.42	%						1.36	%
Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”)		241.19	%						251.86	%

	Six Months Ended June 30,
	2024							2023
	Non-PCD			PCD				Non-PCD			PCD
(Dollars in thousands)	Loans			Loans		Total		Loans			Loans		Total
Allowance for credit losses at January 1	$	423,876		$	32,697	$	456,573	$	309,606		$	46,838	$	356,444
Loans charged-off		(14,050)			(2,480)		(16,530)		(12,032)			(173)		(12,205)
Recoveries of loans previously charged off		6,386			3,240		9,626		5,177			2,680		7,857
Net (charge-offs) recoveries		(7,664)			760		(6,904)		(6,855)			2,507		(4,348)
(Recovery) provision for credit losses		31,416			(8,787)		22,629		81,545			(6,249)		75,296
Balance at end of period	$	447,628		$	24,670	$	472,298	$	384,296		$	43,096	$	427,392
Total loans, net of unearned income:
At period end	$	33,234,564						$	31,536,785
Average		32,734,870							30,774,218
Net charge-offs as a percentage of average loans (annualized)		0.04	%						0.03	%
Allowance for credit losses as a percentage of period end loans		1.42	%						1.36	%
Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”)		241.19	%						251.86	%

Nonperforming Assets (“NPAs”)

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

	June 30,			March 31,			December 31,			September 30,			June 30,
(Dollars in thousands)	2024			2024			2023			2023			2023
Non-acquired:
Nonaccrual loans	$	102,295		$	106,189		$	110,467		$	105,579		$	104,491
Accruing loans past due 90 days or more		5,843			2,497			11,305			783			3,620
Restructured loans - nonaccrual		8,479			—			—			277			281
Total non-acquired nonperforming loans		116,617			108,686			121,772			106,639			108,392
Other real estate owned (“OREO”) (1) (6)		2,555			1,035			228			118			118
Other nonperforming assets (2)		321			554			483			331			109
Total non-acquired nonperforming assets		119,493			110,275			122,483			107,088			108,619
Acquired:
Nonaccrual loans (3)		71,549			62,612			58,916			57,464			59,821
Accruing loans past due 90 days or more		916			135			1,174			1,821			571
Restructured loans - nonaccrual		6,738			839			839			—			913
Total acquired nonperforming loans		79,203			63,586			60,929			59,285			61,305
Acquired OREO (1) (7)		502			609			609			316			962
Other acquired nonperforming assets (2)		96			46			103			62			19
Total acquired nonperforming assets		79,801			64,241			61,641			59,663			62,286
Total nonperforming assets	$	199,294		$	174,516		$	184,124		$	166,751		$	170,905
Excluding Acquired Assets
Total nonperforming assets as a percentage of total loans and repossessed assets (4)		0.43	%		0.41	%		0.46	%		0.42	%		0.43	%
Total nonperforming assets as a percentage of total assets (5)		0.26	%		0.24	%		0.27	%		0.24	%		0.24	%
Nonperforming loans as a percentage of period end loans (4)		0.42	%		0.40	%		0.46	%		0.41	%		0.43	%
Including Acquired Assets
Total nonperforming assets as a percentage of total loans and repossessed assets (4)		0.60	%		0.53	%		0.57	%		0.52	%		0.54	%
Total nonperforming assets as a percentage of total assets (5)		0.44	%		0.39	%		0.41	%		0.37	%		0.38	%
Nonperforming loans as a percentage of period end loans (4)		0.59	%		0.53	%		0.56	%		0.52	%		0.54	%

(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 premises held for sale of $6.1 million, $9.0 million, $9.0 million, $11.8 million, and $10.0 million as of June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively, that is now separately disclosed on the balance sheet.

(7) Excludes acquired bank premises held for sale of $0, $0, $3.4 million, $3.4 million, and $3.4 million as of June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively, that is now separately disclosed on the balance sheet.

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Total nonperforming assets were $199.3 million, or 0.60% of total loans and repossessed assets, at June 30, 2024, an increase of $15.2 million, or 8.2%, from December 31, 2023. Total nonperforming loans were $195.8 million, or 0.59%, of total loans, at June 30, 2024, an increase of $13.1 million, or 7.2%, from December 31, 2023. Non-acquired nonperforming loans decreased by $5.2 million from December 31, 2023. The decrease in non-acquired nonperforming loans was driven primarily by a decrease in commercial nonaccrual loans of $16.1 million, a decrease in accruing loans past due 90 days or more of $5.5 million, offset by an increase in consumer nonaccrual loans of $7.9 million and restructured nonaccrual loans of $8.5 million. The accruing loans past due 90 days or more decreased by $5.5 million at June 30, 2024, compared to December 31, 2023, due primarily to a decrease in accruing loans past due 90 days or more of factored receivables, which are trade credits rather than promissory notes loans that are deemed to be low risk. The increase in restructured nonaccrual loans of $8.5 million was due to one commercial loan that was modified under a term extension agreement. Acquired nonperforming loans increased $18.3 million from December 31, 2023. The increase in the acquired nonperforming loan balances was due primarily to an increase in commercial nonaccrual loans of $13.9 million, an increase in restructured nonaccrual loans of $5.9 million, offset by a decrease in consumer nonaccrual loans of $1.3 million and a decline in accruing loans past due 90 days or more of $300,000. The increase in commercial nonaccrual loans of $13.9 million was primarily due to one commercial non-owner-occupied real estate loan for $12.5 million.

As discussed previously under the “Loans” section in this MD&A, commercial non-owner-occupied loans represented the largest category of the loan portfolio as of June 30, 2024. We continued to experience solid and stable asset quality for these loans as of June 30, 2024 as approximately 0.2% of the total commercial non-owner-occupied loans were on non-accrual. In addition, approximately 5.4% and 2.0% of the total commercial non-owner-occupied loans were classified as substandard and still accruing, and special mention, respectively. Majority of these classified assets are mainly related to debt service coverage policy violations as interest rates have risen. However, most of these loans are still performing, are strongly collateralized and have strong borrowers supporting the loans. For additional information on the Company’s monitoring process for classified loans and a description of the general characteristics of the risk grades, refer to Note 6 — Loans in this Quarterly Report on Form 10-Q.

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 $324.3 million, or 2.5% annualized, to $26.7 billion at June 30, 2024, from $26.4 billion at December 31, 2023. This increase mainly driven by growth in money market accounts of $583.7 million, including $189.7 million in reciprocal insured money market deposits and in time deposits of $329.1 million. This increase was partially offset by declines in interest-bearing checking accounts of $431.4 million and savings deposits of $157.1 million. Customers continue to move funds from lower yielding deposit products seeking higher yields in money market accounts and time deposits. Federal funds purchased related to the Correspondent Banking Division and securities sold under agreements to repurchase were $542.4 million at June 30, 2024, a $53.2 million increase from December 31, 2023. Other borrowings, consisting of FHLB borrowings, increased to $300.0 million at June 30, 2024 from $100.0 million at December 31, 2023. Corporate and subordinated debentures declined by $185,000 to $391.7 million. Some key highlights are outlined below:

● As noted above, the Company’s higher yielding money market accounts and time deposits increased during the first half of 2024. The Company raised interest rates on most interest-bearing deposit products (in particular money market accounts and time deposit specials) due to competitive pressures to retain deposits. Average interest-bearing deposits increased by $1.9 billion to $26.4 billion for the quarter ended June 30, 2024, compared to the same period in 2023. For more information on the composition of our total deposits, see Note 9 – Deposits.

● Other borrowings, consisting of FHLB borrowings, increased $200.0 million to $300.0 million at June 30, 2024, from $100.0 million at December 31, 2023. The Company borrowed additional FHLB borrowings in the first half of 2024 to provide additional liquidity.

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Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. At June 30, 2024, the period end balance of noninterest-bearing deposits of $10.4 billion declined slightly compared to the balance at December 31, 2023, of $10.6 billion. Average noninterest-bearing deposits were $10.6 billion for the second quarter of 2024 compared to $11.9 billion for the second quarter of 2023. This decrease in the average noninterest bearing deposits from the quarter ended June 30, 2023, was mainly due to customers seeking higher yields in the rising rate environment. Also, customers have less excess cash as funds from government support programs related to the COVID-19 pandemic began to decline, as well as the resulting effects of higher costs related to inflation.

Uninsured Deposits

At June 30, 2024, and December 31, 2023, the Company had approximately $13.2 billion and $14.2 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 June 30, 2024, shareholders’ equity was $5.7 billion, an increase of $117.3 million, or 2.1%, from December 31, 2023.

The following table shows the changes in shareholders’ equity during 2024:

(Dollars in thousands)
Total shareholders' equity at December 31, 2023	$	5,533,098
Net income		247,426
Cumulative adjustment pursuant to adoption of ASU 2023-02		(10,246)
Dividends paid on common shares ($1.04 per share)		(79,217)
Dividends paid on restricted stock units		(1,196)
Net increase in market value of securities available for sale, net of deferred taxes		(37,675)
Stock options exercised		441
Employee stock purchases		730
Equity based compensation		13,027
Common stock repurchased pursuant to stock repurchase plan		(7,985)
Common stock repurchased - equity plans		(8,093)
Stock issued in lieu of cash - directors fees		93
Total shareholders' equity at June 30, 2024	$	5,650,403

The Company did not repurchase any shares under the 2022 Stock Repurchase Plan in the second quarter of 2024. The Company repurchased 100,000 shares, at an average price of $79.85 per share for a total of $8.0 million under the 2022 Stock Repurchase Plan during the first quarter of 2024. 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 June 30, 2024, a total of 3,920,021 authorized shares remains available for repurchase.

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 17 — Capital Ratios for more information regarding Company and Bank’s regulatory capital compliance requirements.

In response to the COVID-19 pandemic in 2020, the federal banking agencies issued a final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The Company chose the five-year transition method and is deferring the recognition of the effects from the adoption date and the CECL difference for the first two years of application. The modified CECL transitional amount was fixed as of December 31, 2021, and that amount began the three-year phase out in the first quarter of 2022 with 25% phased out in 2024. At June 30, 2024, approximately $15.3 million was added to Tier 1 capital at the Company and Bank as a result of the modified CECL transition. Had the Company elected not to apply the modified CECL transitional amount to its Tier 1 capital, the Company and Bank would have still been considered well capitalized as of June 30, 2024.

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

	Well-Capitalized		June 30,		December 31,
	Minimums		2024		2023
SouthState Corporation:
Common equity Tier 1 risk-based capital	N/A		12.08	%	11.75	%
Tier 1 risk-based capital	6.00	%	12.08	%	11.75	%
Total risk-based capital	10.00	%	14.43	%	14.08	%
Tier 1 leverage	N/A		9.72	%	9.42	%
SouthState Bank:
Common equity Tier 1 risk-based capital	6.50	%	12.89	%	12.52	%
Tier 1 risk-based capital	8.00	%	12.89	%	12.52	%
Total risk-based capital	10.00	%	14.15	%	13.75	%
Tier 1 leverage	5.00	%	10.36	%	10.03	%

The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital and Tier 1 leverage ratios all improved compared to December 31, 2023. All of these ratios mainly improved due to net income recognized during the first half of 2024 of $247.4 million. Tier 1 capital increased by 3.6% and 3.9% at both the Company and Bank, respectively, with the increase in equity from the net income recognized. Total risk-based capital increased by 3.4% and 3.8% at both the Company and Bank, respectively, with the increase in equity resulting from net income along with the increase in the allowance for credit losses and unfunded commitments includable in Tier 2 capital. Both regulatory risk-based assets and quarterly average assets remained reasonably flat compared to the fourth quarter with average assets for both the Company and Bank increasing by 0.5% and risk-based assets increasing by 0.9%. 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 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, net noncore funding dependence ratio, On-hand liquidity to total liabilities ratio, the percentage of securities pledged to total securities, and the ratio of brokered deposits to total deposits. As of June 30, 2024, 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.

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Overall, total loans increased $846.1 million, or 5.3% annualized in first six months of 2024. Our non-acquired loan portfolio increased by approximately $1.5 billion, or approximately 11.7% annualized, compared to the balance at December 31, 2023. The increase from December 31, 2023 was mainly related to organic growth and renewals on acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $695.1 million from the balance on December 31, 2023, through principal paydowns, charge-offs, foreclosures and renewals of acquired loans.

Our investment securities portfolio (excluding trading securities) decreased by approximately $415.6 million compared to the balance at December 31, 2023. The decrease in investment securities from December 31, 2023, was a result of maturities, calls, sales and paydowns of investment securities totaling $464.1 million, a reduction from the net amortization of premiums of $9.7 million, and a decrease in the market value of the available for sale investment securities portfolio of $49.7 million. This decrease was partially offset by purchases of available for sale investment securities totaling $13.0 million and other investment securities of $95.0 million. There were no purchases of held to maturity securities during 2024. The purchases of other investment securities were related to capital stock with the Federal Home Loan Bank of which we sold back $85.5 million during 2024. The activity in the purchases and sales of the Federal Home Loan Bank Capital Stock was due to activity with FHLB borrowings during the year. The Bank pledges a portion of its investment portfolio 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 June 30, 2024, the bank pledged 41.2% of the market value of its available-for-sale and held-to-maturity investment portfolios. As of June 30, 2024, the Bank had unpledged securities with a market value of $3.8 billion. These securities included Treasury, Agency, Agency MBS, Municipals and Corporate securities.

Total cash and cash equivalents were $1.1 billion at June 30, 2024, as compared to $1.0 billion at December 31, 2023. Liquidity has tightened starting in 2023 with the rising rate environment and turmoil in the financial markets occurring in early 2023. Competition for in-market deposits has increased throughout 2023 and 2024 resulting in increases in deposit rates to retain local deposits. The Bank supplements its in-market deposits with brokered deposits. While the Bank has a policy limit for brokered time deposits of no more than 15% of total deposits, it has operated well below this policy limit. At June 30, 2024, the percentage of brokered time deposits to total deposits was 2.7% compared to 1.9% at December 31, 2023. During the second quarter of 2024, the Company also borrowed funds from the FHLB on a short-term basis of $300.0 million. The outstanding borrowings from the FHLB were $100.0 million at December 31, 2023. See below for further discussion around brokered deposits and FHLB borrowings.

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.

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 $37.1 billion in total deposits at June 30, 2024, approximately 70% were insured or collateralized. The Bank has a granular deposit base comprised of over approximately 1.4 million accounts, with an average deposit size of $27,000. The top ten and twenty deposit relationships comprise approximately 3% and 4% of total deposits, respectively, and approximately 28% of total deposits are non-interest bearing. The Bank’s deposit beta, which represents the change in the Bank’s cost of deposits over the change in the federal funds target rate, during this cycle (from March 2022 through June 2024) is approximately 34%.

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At June 30, 2024, and December 31, 2023, we had $991.4 million and $719.7 million of traditional, out–of–market brokered time deposits, respectively.  At June 30, 2024, and December 31, 2023, we had $2.3 billion and $2.2 billion, respectively, of reciprocal deposits. Total deposits were $37.1 billion at June 30, 2024, an increase of $49.5 million from $37.0 billion at December 31, 2023. This change in deposits from December 31, 2023, was driven by an increase in money market accounts of $583.7 million, including $189.7 million in reciprocal insured money market deposits and in time deposits of $329.1 million. This increase was partially offset by declines in interest-bearing checking accounts of $431.4 million and savings deposits of $157.1 million. As customers moved funds from noninterest-bearing deposits, interest-bearing checking and savings accounts, seeking higher yields in the rising rate environment, the Company has seen an increase in its balance of higher yielding money market accounts and time deposits during the first quarter of 2024. The Company raised interest rates on most interest-bearing deposit products (in particular money market accounts and time deposit specials) due to competitive pressures to retain deposits.

Total short-term borrowings at June 30, 2024, were $542.4 million, consisting of $288.0 million in federal funds purchased and $254.4 million in securities sold under agreements to repurchase. The Company also held $300.0 million is short term daily rate FHLB advances at June 30, 2024. Total long-term borrowing at June 30, 2024, were $391.7 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.

In addition to deposits, we have other primary contingency funding sources available to the Bank. At June 30, 2024, our Bank had a total FHLB credit facility of $6.6 billion, with $300.0 million in FHLB advance outstanding and $2.9 million in FHLB letters of credit outstanding at quarter-end, leaving $6.3 billion in availability on the FHLB credit facility. In addition, our Bank had $1.8 billion of credit available at the Federal Reserve Bank’s discount window and had $2.9 billion in market value of unpledged securities at June 30, 2024, that can be pledged to obtain additional funds, if necessary. All of these resources provide $12.0 billion of additional funding for the Bank.

As discussed previously and presented below, the table below compares Primary Funding Sources to uninsured deposits as of June 30, 2024.

(Dollars in millions)	Available Capacity
Federal Home Loan Bank of Atlanta	$	6,255
Federal Reserve Bank of Atlanta Discount Window		1,783
Cash and cash equivalents		1,117
Fair value of securities that can be pledged		2,865
Total primary sources	$	12,020
Uninsured deposits, excluding collateralized deposits	$	11,068
Uninsured and collateralized deposits	$	13,224
Coverage ratio, uninsured deposits		108.6	%
Coverage ratio, uninsured and collateralized deposits		90.9	%
Ratio of uninsured and collateralized deposits to total deposits		35.6	%

The Bank also has an internal limit on brokered deposits of 15% of total deposits which would allow capacity of $5.5 billion as of June 30, 2024. The Bank had $991.4 million of outstanding brokered deposits at the end of the quarter leaving $4.6 billion in available capacity. The Bank has federal funds credit lines of $300.0 million with no balances outstanding at quarter-end and the holding company has a $100.0 million unsecured line of credit with U.S. Bank National Association with no balance outstanding at June 30, 2024. 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 June 30, 2024. The Company’s tier 1 leverage ratio, CET 1 risk-based capital ratio and total risk-based capital ratio were 9.72%, 12.08% and 14.43%, respectively, at June 30, 2024. The Bank’s Tier 1 leverage ratio, CET 1 risk-based capital ratio and total risk-based capital ratio were 10.36%, 12.89% and 14.15%, respectively, at June 30, 2024. 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 June 30, 2024 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.

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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 the past two 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 16 — Derivative Financial Instruments in the consolidated financial statements.

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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 June 30, 2024, the Company had a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s ARC program and its transition from LIBOR to SOFR after June 30, 2023. For additional information on these derivatives refer to Note 16 — 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 June 30, 2024, the Company was operating within its interest rate key risk indicator policy limits.

During 2023 and the first half of 2024, the beta assumption applied to total deposits increased to reflect changes in deposit mix. From the beginning of the upward rate cycle, our deposit costs have increased from five basis points to one hundred and seventy-four basis points. During this period, the federal funds rate has increased 525 basis points. Accordingly, our cycle to date beta has been approximately 34%. Management recognizes the difficulty in using historical data to forecast deposit betas in the current environment. For internal purposes, and based on the deposit mix as of June 30, 2024, the total deposit beta assumption was 34.5%. For internal forecasting, management will apply overlays to certain assumptions to adjust for current market conditions rather than use assumptions modeled over longer periods of time.

The following interest rate risk metrics are derived from analysis using the Moody’s Baseline Scenario published in July 2024 as the Base Case Scenario. As of June 30, 2024, 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 0.9% increase (up 100) and 1.6% 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 June 30, 2024, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 2.5% decrease and 0.9% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 6.1% decrease and 0.2% decrease, respectively. The interest rate shock analysis results for EVE sensitivities are unusual as the benefits of repricing assets are mitigated by increasing deposit costs, and 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 June 30, 2024.

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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 100 basis points	0.9	%
Up 200 basis points	1.5	%
Up 300 basis points	1.7	%
Up 400 basis points	1.7	%
Down 100 basis points	(1.6)	%
Down 200 basis points	(4.3)	%
Down 300 basis points	(8.3)	%
Down 400 basis points	(12.5)	%

Deposit Concentrations

As of June 30, 2024, and December 31, 2023, 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 ten and 20 deposit holders were below 5% of the Company’s average total deposit balances at June 30, 2024. 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 $1.2 billion at June 30, 2024. Based on this criteria, we had seven such credit concentrations at June 30, 2024, including loans to lessors of nonresidential buildings (except mini-warehouses) of $6.1 billion, loans secured by owner-occupied office buildings (including medical office buildings) of $1.9 billion, loans secured by owner-occupied nonresidential buildings (excluding office buildings) of $1.8 billion, loans to lessors of residential buildings (investment properties and multi-family) of $2.7 billion, loans secured by 1st mortgage 1-4 family owner-occupied residential property (including condos and home equity lines) of $9.4 billion, loans secured by jumbo (original loans greater than $548,250) of $2.6 billion, and loans secured by business assets including accounts receivable, inventory and equipment of $2.4 billion. 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.

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After the adoption of CECL in the first quarter of 2020, 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 June 30, 2024, and December 31, 2023, the Bank’s CDL concentration ratio was 50.6% and 59.7%, respectively, and its CRE concentration ratio was 231.0% and 236.5%, respectively. As of June 30, 2024, 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.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2024			2023			2024			2023
Return on average equity (GAAP)		9.58	%		9.34	%		8.97	%		10.14	%
Effect to adjust for intangible assets		5.91	%		6.47	%		5.60	%		7.13	%
Return on average tangible equity (non-GAAP)		15.49	%		15.81	%		14.57	%		17.27	%
Average shareholders’ equity (GAAP)	$	5,554,470		$	5,301,697		$	5,545,511		$	5,239,717
Average intangible assets		(2,003,930)			(2,029,747)			(2,006,789)			(2,033,185)
Adjusted average shareholders’ equity (non-GAAP)	$	3,550,540		$	3,271,950		$	3,538,722		$	3,206,532
Net income (GAAP)	$	132,370		$	123,447		$	247,426		$	263,373
Amortization of intangibles		5,744			7,028			11,742			14,327
Tax effect		(1,345)			(1,535)			(2,840)			(3,129)
Net income excluding the after-tax effect of amortization of intangibles (non-GAAP)	$	136,769		$	128,940		$	256,328		$	274,571

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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 the proposed acquisition of Independent. 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

● Economic downturn risk, potentially resulting in deterioration in the credit markets, inflation, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential negative economic developments resulting from federal spending cuts and/or one or more federal budget-related impasses or actions;

● Risks related to the ability of the Company to pursue its strategic plans which depend upon certain growth goals in our lines of business;

● Risks relating to the ability to retain our culture and attract and retain qualified people, which could be exacerbated by the continuing work from remote environment;

● Risks related to the proposed acquisition of Independent, including:

o the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions are not received or satisfied on a timely basis;

o the occurrence of any event, charge or other circumstances which could give rise to the termination of the merger agreement;

o potential difficulty in maintaining relationships with clients, employees, or business partners as a result of the proposed acquisition of Independent;

o the amount of the costs, fees, expenses, and charges related to the merger; and

o problems arising from the integration of the two companies, including the risk that integration will be materially delayed or will be more costly or difficult than expected; and

o the failure to realize cost savings and any revenue synergies from, and to limit liabilities associated with, the merger during the expected time game;

● Credit risks associated with 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;

● Interest rate risk primarily resulting from our inability to effectively manage the risk, and their impact on the Bank’s earnings, including from the correspondent and mortgage divisions, housing demand, the market value of the Bank’s loan and securities portfolios, and the market value of SouthState’s equity;

● A decrease in our net interest income due to the interest rate environment;

● Liquidity risk affecting the Bank’s ability to meet its obligations when they come due;

● Unexpected outflows of uninsured deposits may require us to sell investment securities at a loss;

● Potential deterioration in real estate values;

● The loss of value of our investment portfolio could negatively impact market perceptions of us and could lead to deposit withdrawals;

● Price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios;

● Transaction risk arising from problems with service or product delivery;

● 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;

● Controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures;

● Strategic risk resulting from adverse business decisions or improper implementation of business decisions;

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● Reputation 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;

● 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;

● Reputational and operational risks associated with environment, social and governance (ESG) matters, including the impact of recently passed state legislation and proposed federal and state regulatory guidance and regulation relating to climate change;

● Excessive loan losses;

● Reputational risk and possible higher than estimated reduced revenue from previously announced or proposed regulatory changes in the Bank’s consumer programs and products;

● 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; and

● Geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market and consumer confidence.

Risks relating to the Regulatory Environment

● 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; and

● 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 and including the impact of special FDIC assessments, the Consumer Financial Protection Bureau regulations or other guidance, and the possibility of changes in accounting standards, policies, principles and practices.

Risks relating to our Common Stock

● The risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState;

● The payment of dividends on SouthState common stock, 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; and

● Ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company.

Risks relating to Economic Conditions and Other Outside Forces

● 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, could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;

● 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

● 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.

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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.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative disclosures about market risk as of June 30, 2024, from those disclosures presented in our Annual Report on Form 10-K for the year ended 2023.

Item 4. CONTROLS AND PROCEDURES

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 June 30, 2024, 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 June 30, 2024, 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 June 30, 2024, that has materially affected, or is likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On February 9, 2024, the Company disclosed that it detected what was determined to be a cybersecurity incident on February 6, 2024 (the “Cyber Incident”). The Bank notified banking regulators and law enforcement and, based on its investigation and findings, notified individuals whose personal information may have been compromised in the Cyber Incident. Further, the Bank has taken other actions, such as offering credit monitoring services. While the Company is unable to estimate the total cost of any remediation that may be required, as of June 30, 2024, the Company has not incurred material litigation costs as a result of the Cyber Incident.

81

On April 3, 2024, a putative class action lawsuit (the “Original Suit”) was filed against the Bank purportedly on behalf of a class consisting of those persons impacted by the Cyber Incident. While the Original Suit was voluntarily dismissed, as of the date of this Quarterly Report on Form 10-Q, three putative class action lawsuits are pending. For more information about the Original Suit and other litigations filed in connection with the Cyber Incident, please refer to Note 13 — Commitments and Contingent Liabilities, in the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Other than the Cyber Incident Suits (as defined in Note 13 — Commitments and Contingent Liabilities), as of June 30, 2024, and the date of this Quarterly Report on Form 10-Q, we believe that we are not party to, nor is any of our property the subject of, any pending material legal proceeding other than those that may occur in the ordinary course of our business.

Item 1A. RISK FACTORS

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, 2023, 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.

The Company is providing this additional risk factor to supplement the risk factors contained in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023.

We may face risks with respect to future expansion, including our proposed acquisition of Independent.

Our business growth, profitability and market share have been enhanced by us engaging in strategic mergers and acquisitions and de novo branching either within or contiguous to our existing footprint. We have entered into a Merger Agreement with Independent, and we may acquire other financial institutions or parts of those institutions in the future and engage in additional de novo branching. We may also consider and enter into or acquire new lines of business or offer new products or services. As part of our acquisition strategy, we seek companies that are culturally similar to us, have experienced management and are in markets in which we operate or close to those markets so we can achieve economies of scale. We also may receive future inquiries and have discussions with potential acquirers of us or potential companies in which we may engage in a so-called “merger of equals.” Acquisitions and mergers, including our proposed acquisition of Independent, involve a number of risks, including:

● the time and costs associated with identifying and evaluating potential acquisitions and merger partners;

● inaccurate estimates and judgments regarding credit, operations, management and market risks of the target institution;

● the time and costs of evaluating new markets, hiring experienced local management and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;

● our ability to receive regulatory approvals on the timeline and terms that are acceptable to us;

● the adverse consequences (including applicable termination fees and negative reactions from the financial markets and our customers and employees) we may experience if a merger is terminated under certain circumstances;

● the business uncertainties and contractual restrictions while a merger is pending;

● the limitation on our ability to pursue alternative acquisitions and mergers and the hinderance of other companies’ interest in trying to acquire us;

● our potential inability to satisfy certain conditions to the merger, including approval by our shareholders;

● our ability to finance an acquisition and possible dilution to our existing shareholders;

● our ability to manage the expanded business and operations post-merger;

● the diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses;

● entry into new markets where we lack experience;

● the strain of growth on our infrastructure, staff, internal controls and management, which may require additional personnel, time and expenditures;

82

● exposure to potential asset quality issues with acquired institutions;

● the introduction of new products and services into our business;

● the possibility of unknown or contingent liabilities;

● the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations;

● the risk of loss of key employees and customers; and

● fluctuations in the market price of SouthState common stock pre- and post-merger.

We also face litigation risks with respect to potential mergers and acquisitions, and such litigation is common.

We expect to continue to evaluate merger and acquisition opportunities that are presented to us in our current and expected markets and conduct due diligence related to those opportunities, as well as negotiate to acquire or merge with other institutions. If we announce a transaction, we may issue equity securities, including common stock and securities convertible into shares of our common stock in connection with future acquisitions. As a result, holders of our common stock may have a reduced ownership and voting interest in the Company after a transaction and may exercise less influence over management.

We also may issue debt to finance one or more transactions, including subordinated debt issuances. Generally, acquisitions of financial institution involve the payment of a premium over book and market values, resulting in dilution of our book value and fully diluted earnings per share, as well as dilution to our existing shareholders. We may incur substantial costs to expand, and we can give no assurance such expansion will result in the levels of profits we seek. There is no assurance that, following any future mergers or acquisitions, including our proposed acquisition of Independent, that our integration efforts will be successful or our Company, after giving effect to the acquisition, will achieve increased revenues comparable to or better than our historical experience, and failure to realize such expected revenue increases, cost savings, increases in market presence or other benefits could have a material adverse effect on our financial conditions and results of operations.

We may not be able to successfully integrate Independent or to realize the anticipated benefits of the merger with Independent.

We entered into a Merger Agreement with Independent on May 17, 2024. If the proposed acquisition of Independent is completed, we will also integrate the systems and operations of Independent.

A successful integration of Independent’s operations with our operations so that the Company operates as one entity depends substantially on our ability to successfully consolidate operations, management teams, corporate cultures, systems and procedures and to eliminate redundancies and costs. While we have substantial experience in successfully integrating institutions we have acquired, we may encounter difficulties during integration, such as:

● the loss of key employees and customers;

● the disruption of operations and businesses;

● inability to maintain and increase competitive presence;

● loan, deposit, and revenue attrition;

● inconsistencies in standards, control procedures and policies;

● unexpected issues with costs, operations, personnel, and technology; and

● problems with the assimilation of new operations, sites or personnel.

Integration activities could divert resources from regular operations. In addition, general market and economic conditions, governmental actions, natural and human disasters or other international or domestic calamities affecting the financial industry generally may inhibit the Company’s successful integration of these Independent. In connection with the proposed acquisition of Independent, we will assume Independent’s outstanding debt obligations, and the surviving corporation’s level of indebtedness following the completion of the merger could adversely affect the Company’s ability to raise additional capital and to meet its obligations under existing indebtedness.

83

In addition, we have proposed to acquire Independent with the expectation that this merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened and expanded market position for the combined company, technology efficiencies, cost savings and operating efficiencies. Achieving the anticipated benefits of these mergers is subject to a number of uncertainties, including whether we integrate the institution in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in a reduction in the price of our shares as well as in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy and could materially and adversely affect the Company’s financial condition, results of operations, business and prospects.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable

(b) Not applicable

(c) Issuer Purchases of Registered Equity Securities:

In April 2022, the Company’s Board of Directors approved a new stock repurchase program (“2022 Stock Repurchase Program”) authorizing the Company to repurchase up to 3,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the 2021 Stock Repurchase Program for a total authorization of 4,120,021 shares. The Company repurchased a total of 100,000 shares at a weighted average price of $79.85 per share shares through the 2022 Stock Repurchase Program during the first half of 2024. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.48 per share pursuant to the 2022 Stock Repurchase Program. As of June 30, 2024, there is a total of 3,920,021 shares authorized to be repurchased. 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.

The following table reflects share repurchase activity during the second quarter of 2024:

						(d) Maximum
					(c) Total	Number (or
					Number of	Approximate
					Shares (or	Dollar Value) of
					Units)	Shares (or
	(a) Total				Purchased as	Units) that May
	Number of				Part of Publicly	Yet Be
	Shares (or		(b) Average		Announced	Purchased
	Units)		Price Paid per		Plans or	Under the Plans
Period	Purchased		Share (or Unit)		Programs	or Programs
April 1 ‑ April 30	395	*	$	79.73	—	3,920,021
May 1 - May 31	168	*		80.85	—	3,920,021
June 1 - June 30	1,263	*		74.75	—	3,920,021
Total	1,826				—	3,920,021

* For the months ended April 30, 2024, May 31, 2024 and June 30, 2024, totals include 395, 168, and 1,263 shares, respectively, that were repurchased under arrangements, authorized by our stock based compensation plans and Board of Directors, whereby officers or directors may sell previously owned shares to SouthState in order to pay for the exercises of stock options or for income taxes owed on vesting shares of restricted stock. These shares were not repurchased under the 2022 Stock Repurchase Program.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

84

Item 6. EXHIBITS

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated by reference.

Exhibit Index

		Incorporated by Reference
Exhibit No.	Description	Form	Commission File No.	Exhibit	Filing Date	Filed Herewith
2.1	Agreement and Plan of Merger, dated as of May 17, 2024, by and between SouthState and IBTX (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed on May 20, 2024).†	8-K	001-12669	2.1	5/20/2024
3.1	Amended and Restated Bylaws of SouthState Corporation dated April 26, 2023	10-Q	001-12669	3.1	8/4/2023
31.1	Rule 13a-14(a) Certification of Principal Executive Officer					X
31.2	Rule 13a-14(a) Certification of Principal Financial Officer					X
32	Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer					X
101	The following financial statements from the Quarterly Report on Form 10-Q of SouthState Corporation for the quarter ended June 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statement of Cash Flows and (vi) Notes to consolidated Financial Statements.					X
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).					X

†   Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.  

* Denotes a management compensatory plan or arrangement.

85

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SOUTHSTATE CORPORATION
	(Registrant)
Date: August 2, 2024	/s/ John C. Corbett
	John C. Corbett
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: August 2, 2024	/s/ William E. Matthews, V
	William E. Matthews, V
	Senior Executive Vice President,
	Chief Financial Officer
	(Principal Financial Officer)
Date: August 2, 2024	/s/ Sara G. Arana
	Sara G. Arana
	Executive Vice President and
	Principal Accounting Officer

86

EX-31.1

Exhibit 31.1

RULE 13A-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John C. Corbett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SouthState Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2024

/s/ John C. Corbett

John C. Corbett

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

RULE 13A-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, William E. Matthews, V, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SouthState Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2024

/s/ William E. Matthews, V

William E. Matthews, V

Senior Executive Vice President,

Chief Financial Officer

(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SouthState Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. paragraph 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 2, 2024

/s/ John C. Corbett

John C. Corbett

Chief Executive Officer

(Principal Executive Officer)

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SouthState Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. paragraph 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 2, 2024

/s/ William E. Matthews, V

William E. Matthews, V

Senior Executive Vice President,

Chief Financial Officer

(Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Jul. 31, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Entity File Number	001-12669
Entity Registrant Name	SOUTHSTATE CORP
Entity Incorporation, State or Country Code	SC
Entity Tax Identification Number	57-0799315
Entity Address, Address Line One	1101 First Street South, Suite 202
Entity Address, City or Town	Winter Haven
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33880
City Area Code	863
Local Phone Number	293-4710
Title of 12(b) Security	Common Stock
Trading Symbol	SSB
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		76,246,721
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000764038
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Cash and cash equivalents:
Cash and due from banks	$ 507,425	$ 510,922
Federal funds sold and interest-earning deposits with banks	338,829	236,435
Deposits in other financial institutions (restricted cash)	270,912	251,520
Total cash and cash equivalents	1,117,166	998,877
Trading securities, at fair value	92,161	31,321
Investment securities:
Securities held to maturity (fair value of $1,920,941 and $2,084,736)	2,348,528	2,487,440
Securities available for sale, at fair value	4,498,264	4,784,388
Other investments	201,516	192,043
Total investment securities	7,048,308	7,463,871
Loans held for sale	100,007	50,888
Loans:
Total loans	33,234,564	32,388,489
Less allowance for credit losses	(472,298)	(456,573)
Loans, net	32,762,266	31,931,916
Premises and equipment, net	517,382	519,197
Bank owned life insurance ("BOLI")	1,001,998	991,454
Deferred tax assets	162,951	164,354
Derivatives assets	185,036	172,939
Mortgage servicing rights	88,904	85,164
Core deposit and other intangibles	77,389	88,776
Goodwill	1,923,106	1,923,106
Other assets	417,296	480,161
Total assets	45,493,970	44,902,024
Deposits:
Noninterest-bearing	10,374,464	10,649,274
Interest-bearing	26,723,938	26,399,635
Total deposits	37,098,402	37,048,909
Federal funds purchased	287,973	248,162
Securities sold under agreements to repurchase	254,430	241,023
Corporate and subordinated debentures	391,719	391,904
Other borrowings	300,000	100,000
Reserve for unfunded commitments	50,248	56,303
Derivative liabilities	955,347	804,486
Other liabilities	505,448	478,139
Total liabilities	39,843,567	39,368,926
Shareholders' equity:
Common stock - $2.50 par value; authorized 160,000,000 shares; 76,195,723 and 76,022,039 shares issued and outstanding, respectively	190,489	190,055
Surplus	4,238,192	4,240,413
Retained earnings	1,841,933	1,685,166
Accumulated other comprehensive loss	(620,211)	(582,536)
Total shareholders' equity	5,650,403	5,533,098
Total liabilities and shareholders' equity	45,493,970	44,902,024
Acquired - non-purchased credit deteriorated loans
Loans:
Total loans	4,253,323	4,796,913
Acquired - purchased credit deteriorated loans
Loans:
Total loans	957,255	1,108,813
Non-acquired loans
Loans:
Total loans	$ 28,023,986	$ 26,482,763

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Investment securities:
Securities held to maturity, fair value (in dollars)	$ 1,920,941	$ 2,084,736
Shareholders' equity:
Common stock, par value (in dollars per share)	$ 2.50	$ 2.50
Common stock, shares authorized	160,000,000	160,000,000
Common stock, shares issued	76,195,723	76,022,039
Common stock, shares outstanding	76,195,723	76,022,039

XML

Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Interest income:
Loans, including fees	$ 478,360	$ 419,355	$ 942,048	$ 812,720
Investment securities:
Taxable	38,747	41,254	78,492	82,819
Tax-exempt	5,769	5,586	11,337	12,144
Federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with banks	8,248	11,858	16,502	20,779
Total interest income	531,124	478,053	1,048,379	928,462
Interest expense:
Deposits	165,481	100,787	325,643	156,729
Federal funds purchased and securities sold under agreements to repurchase	4,983	3,535	9,710	6,388
Corporate and subordinated debentures	5,999	5,823	12,008	11,558
Other borrowings	4,402	6,165	6,823	10,781
Total interest expense	180,865	116,310	354,184	185,456
Net interest income	350,259	361,743	694,195	743,006
Provision for credit losses	3,889	38,389	16,575	71,480
Net interest income after provision for credit losses	346,370	323,354	677,620	671,526
Noninterest income:
Securities gains, net				45
Other income	15,565	7,864	28,744	17,730
Total noninterest income	75,225	77,214	146,783	148,569
Noninterest expense:
Salaries and employee benefits	151,435	147,342	301,888	291,402
Occupancy expense	22,453	22,196	45,030	43,729
Information services expense	23,144	21,119	45,497	41,044
OREO and loan related expense	1,307	(14)	1,913	155
Amortization of intangibles	5,744	7,028	11,742	14,327
Supplies, printing and postage expense	2,526	2,554	5,066	5,194
Professional fees	3,906	4,364	7,021	8,066
FDIC assessment and other regulatory charges	7,771	9,819	16,305	16,113
FDIC special assessment	619		4,473
Advertising and marketing	2,594	1,521	4,578	3,639
Merger, branch consolidation, severance related and other expense	5,785	1,808	10,298	11,220
Other expense	21,463	24,889	44,226	48,242
Total noninterest expense	248,747	242,626	498,037	483,131
Earnings:
Income before provision for income taxes	172,848	157,942	326,366	336,964
Provision for income taxes	40,478	34,495	78,940	73,591
Net income	$ 132,370	$ 123,447	$ 247,426	$ 263,373
Earnings per common share:
Basic (in dollars per share)	$ 1.74	$ 1.62	$ 3.24	$ 3.47
Diluted (in dollars per share)	$ 1.73	$ 1.62	$ 3.23	$ 3.45
Weighted average common shares outstanding:
Basic (in shares)	76,251	76,058	76,276	75,981
Diluted (in shares)	76,607	76,418	76,630	76,394
Fees on deposit accounts
Noninterest income:
Noninterest income	$ 33,842	$ 33,101	$ 66,987	$ 62,960
Mortgage banking income
Noninterest income:
Noninterest income	5,912	4,354	12,081	8,686
Trust and investment services income
Noninterest income:
Noninterest income	11,091	9,823	21,482	19,760
Correspondent banking and capital markets income
Noninterest income:
Noninterest income	4,860	19,187	9,171	32,781
SBA income
Noninterest income:
Noninterest income	$ 3,955	$ 2,885	$ 8,318	$ 6,607

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Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Consolidated Statements of Comprehensive Income (unaudited)
Net income	$ 132,370	$ 123,447	$ 247,426	$ 263,373
Unrealized holding gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during period	3,839	(64,741)	(49,737)	8,120
Tax effect	(1,056)	16,127	12,062	6,603
Reclassification adjustment for gains included in net income				(45)
Tax effect				12
Net of tax amount	2,783	(48,614)	(37,675)	14,690
Other comprehensive income (loss), net of tax	2,783	(48,614)	(37,675)	14,690
Comprehensive income	$ 135,153	$ 74,833	$ 209,751	$ 278,063

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Consolidated Statements of Changes in Shareholders' Equity (unaudited) - USD ($) $ in Thousands	Common Stock	Surplus	Retained Earnings Cumulative Effect of Adoption of ASU	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Cumulative Effect of Adoption of ASU	Total
Balance at Dec. 31, 2022	$ 189,261	$ 4,215,712		$ 1,347,042	$ (677,088)		$ 5,074,927
Balance (in shares) at Dec. 31, 2022	75,704,563
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)				263,373			263,373
Other comprehensive income (loss), net of tax effects					14,690		14,690
Total comprehensive income (loss)							278,063
Cash dividends declared on common stock per share				(75,874)			(75,874)
Cash dividend equivalents paid on restricted stock units				(1,033)			(1,033)
Employee stock purchases	$ 24	623					647
Employee stock purchases (in shares)	9,562
Stock options exercised	$ 59	1,114					1,173
Stock options exercised (in shares)	23,516
Restricted stock awards (forfeits)	$ (6)	6
Restricted stock awards (forfeits) (in shares)	(2,353)
Stock issued pursuant to restricted stock units	$ 897	(897)
Stock issued pursuant to restricted stock units (in shares)	358,784
Common stock repurchased	$ (245)	(6,777)					(7,022)
Common stock repurchased (in shares)	(98,093)
Share-based compensation expense		19,129					19,129
Balance at Jun. 30, 2023	$ 189,990	4,228,910		1,533,508	(662,398)		5,290,010
Balance (in shares) at Jun. 30, 2023	75,995,979
Balance at Dec. 31, 2022	$ 189,261	4,215,712		1,347,042	(677,088)		5,074,927
Balance (in shares) at Dec. 31, 2022	75,704,563
Balance at Dec. 31, 2023	$ 190,055	4,240,413		1,685,166	(582,536)		$ 5,533,098
Balance (in shares) at Dec. 31, 2023	76,022,039						76,022,039
Balance at Mar. 31, 2023	$ 189,649	4,224,503		1,448,636	(613,784)		$ 5,249,004
Balance (in shares) at Mar. 31, 2023	75,859,665
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)				123,447			123,447
Other comprehensive income (loss), net of tax effects					(48,614)		(48,614)
Total comprehensive income (loss)							74,833
Cash dividends declared on common stock per share				(37,962)			(37,962)
Cash dividend equivalents paid on restricted stock units				(613)			(613)
Employee stock purchases	$ 24	623					647
Employee stock purchases (in shares)	9,562
Restricted stock awards (forfeits)	$ (1)	1
Restricted stock awards (forfeits) (in shares)	(120)
Stock issued pursuant to restricted stock units	$ 453	(453)
Stock issued pursuant to restricted stock units (in shares)	181,076
Common stock repurchased	$ (135)	(3,471)					(3,606)
Common stock repurchased (in shares)	(54,204)
Share-based compensation expense		7,707					7,707
Balance at Jun. 30, 2023	$ 189,990	4,228,910		1,533,508	(662,398)		5,290,010
Balance (in shares) at Jun. 30, 2023	75,995,979
Balance at Dec. 31, 2023	$ 190,055	4,240,413		1,685,166	(582,536)		$ 5,533,098
Balance (in shares) at Dec. 31, 2023	76,022,039						76,022,039
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)				247,426			$ 247,426
Other comprehensive income (loss), net of tax effects					(37,675)		(37,675)
Total comprehensive income (loss)							209,751
Cash dividends declared on common stock per share				(79,217)			(79,217)
Cash dividend equivalents paid on restricted stock units				(1,196)			(1,196)
Employee stock purchases	$ 23	707					730
Employee stock purchases (in shares)	9,092
Stock options exercised	$ 19	422					441
Stock options exercised (in shares)	7,448
Restricted stock awards (forfeits)	$ (2)	2
Restricted stock awards (forfeits) (in shares)	(316)
Stock issued pursuant to restricted stock units	$ 884	(884)
Stock issued pursuant to restricted stock units (in shares)	353,675
Stock issued in lieu of cash - directors fees	$ 3	90					93
Stock issued in lieu of cash - directors fees (in shares)	1,148
Common stock repurchased - buyback plan	$ (250)	(7,735)					(7,985)
Common stock repurchased - buyback plan (in shares)	(100,000)
Common stock repurchased	$ (243)	(7,850)					(8,093)
Common stock repurchased (in shares)	(97,363)
Share-based compensation expense		13,027					13,027
Balance (ASU 2023-02) at Jun. 30, 2024			$ (10,246)			$ (10,246)
Balance at Jun. 30, 2024	$ 190,489	4,238,192		1,841,933	(620,211)		$ 5,650,403
Balance (in shares) at Jun. 30, 2024	76,195,723						76,195,723
Balance at Mar. 31, 2024	$ 190,443	4,230,345		1,749,215	(622,994)		$ 5,547,009
Balance (in shares) at Mar. 31, 2024	76,177,163
Increase (Decrease) in Stockholders' Equity
Net Income (Loss)				132,370			132,370
Other comprehensive income (loss), net of tax effects					2,783		2,783
Total comprehensive income (loss)							135,153
Cash dividends declared on common stock per share				(39,619)			(39,619)
Cash dividend equivalents paid on restricted stock units				(33)			(33)
Employee stock purchases	$ 23	707					730
Employee stock purchases (in shares)	9,092
Stock options exercised	$ 3	47					50
Stock options exercised (in shares)	1,099
Restricted stock awards (forfeits)	$ (1)	1
Restricted stock awards (forfeits) (in shares)	(252)
Stock issued pursuant to restricted stock units	$ 23	(23)
Stock issued pursuant to restricted stock units (in shares)	9,299
Stock issued in lieu of cash - directors fees	$ 3	90					93
Stock issued in lieu of cash - directors fees (in shares)	1,148
Common stock repurchased	$ (5)	(135)					(140)
Common stock repurchased (in shares)	(1,826)
Share-based compensation expense		7,160					7,160
Balance (ASU 2023-02) at Jun. 30, 2024			$ (10,246)			$ (10,246)
Balance at Jun. 30, 2024	$ 190,489	$ 4,238,192		$ 1,841,933	$ (620,211)		$ 5,650,403
Balance (in shares) at Jun. 30, 2024	76,195,723						76,195,723

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Consolidated Statements of Changes in Shareholders' Equity (unaudited) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Consolidated Statements of Changes in Shareholders' Equity (unaudited)
Common stock cash dividends declared, per share (in dollars per share)	$ 0.52	$ 0.50	$ 1.04	$ 1.00

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Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 247,426	$ 263,373
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,837	29,864
Provision for credit losses	16,575	71,480
Deferred income taxes	9,221	19,990
Gains on sale of securities, net		(45)
Share-based compensation expense	13,027	19,129
Accretion of discount related to acquired loans	(8,673)	(12,878)
Gains on disposal of premises and equipment	(7)	(89)
Gains on sale of bank properties held for sale and repossessed real estate	(1,090)	(1,430)
Net amortization of premiums and discounts on investment securities	9,721	10,197
Bank properties held for sale and repossessed real estate write downs	52	1,231
Fair value adjustment for loans held for sale	(1,008)	(66)
Originations and purchases of loans held for sale	(553,362)	(422,596)
Proceeds from sales of loans held for sale	511,006	411,489
Gains on sales of loans held for sale	(5,755)	(2,810)
Increase in cash surrender value of BOLI	(13,444)	(12,135)
Net change in:
Accrued interest receivable	(5,462)	(2,636)
Prepaid assets	(4,177)	(829)
Operating leases	216	196
Bank owned life insurance	(840)	(976)
Trading securities	(60,840)	(25,317)
Derivative assets	(12,097)	36,536
Miscellaneous other assets	40,804	4,258
Accrued interest payable	(1,465)	25,573
Accrued income taxes	20,603	(9,601)
Derivative liabilities	150,861	(58,426)
Miscellaneous other liabilities	25,351	28,174
Net cash provided by operating activities	404,480	371,656
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale		125,298
Proceeds from maturities and calls of investment securities held to maturity	136,746	95,566
Proceeds from maturities and calls of investment securities available for sale	241,844	255,808
Proceeds from sales and redemptions of other investment securities	85,517	146,625
Purchases of investment securities available for sale	(13,014)	(3,174)
Purchases of other investment securities	(94,989)	(163,636)
Net increase in loans	(857,537)	(1,361,435)
Recoveries of loans previously charged off	9,626	7,858
Purchase of bank owned life insurance		(5,966)
Purchases of premises and equipment	(14,999)	(15,034)
Proceeds from redemption and payout of bank owned life insurance policies	3,739	4,292
Proceeds from sale of bank properties held for sale and repossessed real estate	8,724	7,610
Proceeds from sale of premises and equipment	363	675
Net cash used in investing activities	(493,980)	(905,513)
Cash flows from financing activities:
Net increase in deposits	49,798	392,123
Net increase in federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings	53,218	25,029
Proceeds from borrowings	2,550,000	4,850,000
Repayment of borrowings	(2,350,000)	(4,450,000)
Common stock issuance	823	647
Common stock repurchases	(16,078)	(7,022)
Dividends paid	(80,413)	(76,907)
Stock options exercised	441	1,173
Net cash provided by financing activities	207,789	735,043
Net increase in cash and cash equivalents	118,289	201,186
Cash and cash equivalents at beginning of period	998,877	1,312,563
Cash and cash equivalents at end of period	1,117,166	1,513,749
Cash paid for:
Interest	355,649	159,883
Income taxes	42,186	62,170
Recognition of operating lease assets in exchange for lease liabilities	9,093
Schedule of Noncash Investing Transactions:
Real estate acquired in full or in partial settlement of loans	$ 3,604	$ 3,186

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Basis of Presentation

6 Months Ended

Jun. 30, 2024

Basis of Presentation

Basis of Presentation

Note 1 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, otherwise referred to as GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period information has been reclassified to conform to the current period presentation, and these reclassifications had no impact on net income or equity as previously reported. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The consolidated balance sheet at December 31, 2023, has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

The information contained in the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2024, should be referenced when reading these unaudited consolidated financial statements. Unless otherwise mentioned or unless the context requires otherwise, references herein to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Corporation and its consolidated subsidiaries. References to the “Bank” or “SouthState Bank” means SouthState Corporation’s wholly owned subsidiary, South State Bank, National Association, a national banking association.

In the second quarter of 2024, updates were made to certain estimates used in the Company’s current expected credit loss model, the most significant of which include expanding the number of macroeconomic variables used in the quantitative models, incorporating more granular loss data, and adjusting the reasonable and supportable forecast period from one to two years. We continue to update and expand our qualitative framework to further address factors not captured in the quantitative process.

Loans

Loans that management has originated and has the intent and ability to hold for the foreseeable future or until maturity or pay off generally are reported at their unpaid principal balances, less unearned income and net of any deferred loan fees and costs, including unamortized fair value discount or premium. Unearned income on installment loans is recognized as income over the terms of the loans by methods that generally approximate the interest method. Interest on other loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. If the loan is prepaid, the remaining unamortized fees and costs are charged or credited to interest income. Amortization ceases for non-accrual loans.

We place loans on nonaccrual once reasonable doubt exists about the collectability of all principal and interest due. Generally, this occurs when principal or interest is 90 days or more past due, unless the loan is well secured and in the process of collection and excludes factored receivables. For factored receivables, which are commercial trade credits rather than promissory notes, the Company’s practice, in most cases, is to charge-off unpaid recourse receivables when they become 90 days past due from the invoice due date and the non-recourse receivables when they become 120 days past due from the statement due date. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

A loan is evaluated individually for loss when it is on nonaccrual and has a net book balance over $1 million. Large pools of homogeneous loans are collectively evaluated for loss and reserved at the pool level. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as nonaccrual, provided that management expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of delay.

Allowance for Credit Losses (“ACL”) – Investment Securities

Management monitors the held to maturity securities portfolio to determine whether a valuation account should be recorded. Management evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value at least quarterly, and more frequently when economic or market concerns warrant such evaluation. The Company’s methodology on how the ACL is calculated is disclosed in Note 1 — Summary of Significant Accounting Policies, under the “ACL – Investment Securities” section, of our Annual Report for the year ended December 31, 2023. As of June 30, 2024, and December 31, 2023, the Company had $2.4 billion and $2.5 billion, respectively, of held to maturity securities and no related valuation account.

The Company follows its nonaccrual policy by reversing interest income in the income statement when the Company determines the interest for held to maturity securities is uncollectible. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable. As of June 30, 2024, and December 31, 2023, the accrued interest receivables for all investment securities recorded in Other Assets were $25.8 million and $26.5 million, respectively.

ACL – Loans and Certain Off-Balance-Sheet Credit Exposures

The ACL for loans held for investment reflects management’s estimate of credit losses that will result from the inability of our borrowers to make required loan payments. The Company makes adjustments to the ACL by recording a provision for or recovery of credit losses through earnings. Loans charged off are recorded as reductions to the ACL on the balance sheet and subsequent recoveries of loan charge-offs are recorded as increases to the ACL when they are received.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality, or term, as well as for changes in macroeconomic conditions, such as changes in unemployment rates, gross domestic product, property values, or other relevant factors. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected losses may result in a range of expected losses. The Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected losses.

The Company generally uses an eight-quarter forecast period, based on a single forecast scenario or a blend of multiple forecast scenarios, using variables management believes are most relevant to each portfolio segment. For periods beyond which management is able to develop reasonable and supportable forecasts, the Company reverts to the average historical loss rate, reflecting historical default probabilities and loss severities, using a reversion speed that approximates four quarters. The forecast period and scenarios used are reviewed on a quarterly basis and may be adjusted based on management's view of the current economic conditions and level of predictability the forecast can provide.

While quantitative allowance methodologies strive to reflect all risk factors, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Imprecision exists in the estimation process due to the inherent time lag between obtaining information, performing the calculation, as well as variations between estimates and actual outcomes. As a result, amounts determined under the methodologies described above are adjusted by management to consider the potential impact of other qualitative factors not captured in the quantitative model adjustments which include, but are not limited to, the following: imprecision or conditions not captured in economic scenario assumptions, emerging risks related to either changes in the internal or external environment that are affecting specific portfolios, trends in loan or portfolio level credit metrics not captured in quantitative modeling, or model imprecision adjustments. The consideration of these items results in adjustments to allowance amounts included in the Company’s allowance for credit losses for each loan portfolio.

The Company’s ACL is calculated using collectively evaluated and individually evaluated loans. Even though portions of the allowance may be allocated to specific loans or pools of loans, the entire allowance is available for any credit that, in management’s judgment, should be charged off.

Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications. Loans modified to a borrower experiencing financial difficulty are reviewed by the Bank to determine if an interest rate reduction, a term extension, an other-than-insignificant payment delay, a principal forgiveness, or any combination of these has occurred.

The ACL includes expected losses from modifications of receivables to borrowers experiencing financial difficulty. Losses on modifications of non-accrual loans over $1 million to borrowers experiencing financial difficulty are estimated on an individual basis. Because the effect of the remainder of modifications made to borrowers experiencing financial difficulty is already incorporated into the measurement methodologies used to estimate the allowance, they are accounted for as pooled loans.

For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the Provision for Credit Losses in the Consolidated Statements of Income. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of June 30, 2024, and December 31, 2023, the accrued interest receivables for loans recorded in Other Assets were $132.7 million and $127.0 million, respectively.

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. The expected losses associated with these exposures within the unfunded portion of the expected credit loss are recorded as a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on internal historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of June 30, 2024, and December 31, 2023, the liabilities recorded for expected credit losses on unfunded commitments were $50.2 million and $56.3 million, respectively. The current adjustment to the reserve for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income.

The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the pool-basis allowance and in reserves assigned on an individual basis as the collectability of classified loans is evaluated with new information. As the Company’s portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to the Audit and Risk Committees of the Board of Directors for their review. The committees report to the board as part of the board's quarterly review of the Company’s consolidated financial statements.

Reclassification and Correction

Certain amounts previously reported have been reclassified to conform to the current quarter’s presentation. Such reclassifications had no effect on net income and shareholders’ equity.

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Recent Accounting and Regulatory Pronouncements

6 Months Ended

Jun. 30, 2024

Recent Accounting and Regulatory Pronouncements

Recent Accounting and Regulatory Pronouncements

Note 3 — Recent Accounting and Regulatory Pronouncements

Accounting Standards Adopted

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The amendments in this update allow the option for an entity to apply the proportional amortization method of accounting to other equity investments, in addition to the previously permitted low-income housing tax credit (“LIHTC”) structured investments, that are made for the primary purpose of receiving tax credits or other income tax benefits, if certain conditions are met. The proportional amortization method of accounting results in the amortization of applicable investments, as well as the related income tax credits or other income tax benefits received, being presented on a single line within income tax expense on the consolidated statements of income. Prior to this update, the application of the proportional amortization method of accounting was limited to LIHTC structured investments. Under this update, an entity has the option to apply the proportional amortization method of accounting to applicable investments on a tax-credit-program-by-tax-credit-program basis. Also under this update, LIHTC structured investments for which the proportional amortization method is not applied can no longer be accounted for using the delayed equity contribution guidance. The amendments in this update also require additional disclosures in interim and annual periods concerning investments for which the proportional amortization method is applied, including the nature of tax equity investments, the effect of tax equity investments and related income tax credits and other income tax benefits on the financial position and results of operations.

The Company adopted ASU 2023-02 effective January 1, 2024, and changed the accounting method of its LIHTC structured investments from the equity method to the proportional amortization method. The Company adopted ASU 2023-02 using the modified retrospective approach. Under this adoption approach, management was required to verify the LIHTCs met the conditions for proportional amortization method as of the date the investments were originally made by the Bank. In addition, management evaluated the actual tax credits and other income tax benefits received, as well as the remaining benefits expected to be received, as of the adoption date. The cumulative difference between the equity method and proportional amortization method resulted in a one-time cumulative effect adjustment recorded through retained earnings as of January 1, 2024. The cumulative effect resulting from the adoption of proportional amortization method was a net reduction to retained earnings of $9.4 million, which reflects the amortization expense in proportion to the tax credits and benefits realized on a life-to-date basis of all LIHTCs as of December 31, 2023. Additionally, the proportional amortization method does not require deferred taxes be tracked as was the case with the equity method; therefore, deferred taxes of $836,000 were written-off as an additional reduction to retained earnings effective January 1, 2024.

Issued But Not Yet Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity’s reportable segments and address requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. Segment information gives investors an understanding of overall performance and is key to assessing potential future cash flows. In addition, although information about a segment’s revenue and measure of profit or loss is disclosed in an entity’s financial statements, there is limited information disclosed about a segment’s expenses. The key amendments include annual and interim disclosures of significant expenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported measure of profit or loss, as well as any other key measure of performance used for segment management decisions. This ASU also requires disclosure of key profitability measures used in assessing performance and how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not anticipate this ASU will have a material impact on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors, lenders, creditors and other allocators of capital (collectively, “investors”) that use the financial statements to make capital allocation decisions. The amendments in this ASU address investor requests for more transparency about income tax information, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in both the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. The Company does not anticipate this ASU will have a material impact on its financial statements.

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Mergers and Acquisitions

6 Months Ended

Jun. 30, 2024

Mergers and Acquisitions

Mergers and Acquisitions

Note 4 — Mergers and Acquisitions

Announcement of Merger between SouthState and Independent Bank Group, Inc. (“Independent”)

On May 20, 2024, the Company and Independent, a Texas-based corporation, announced that the companies have entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Independent will merge with and into the Company, with the Company continuing as the surviving corporation in the merger. Immediately following the merger, Independent’s wholly owned banking subsidiary, Independent Bank will merge with and into the Company’s wholly owned banking subsidiary, SouthState Bank, National Association, which will continue as the surviving bank in the bank merger. The Merger Agreement was approved by the Boards of Directors of the Company and Independent by the unanimous vote of the directors present at the applicable meeting. The merger is subject to approvals by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (“Federal Reserve”), and the Company’s and Independent’s shareholders. Under the terms of the Merger Agreement, shareholders of Independent will receive 0.60 shares of the Company’s common stock for each share of Independent common stock they own. The transaction is expected to close during the first quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of required statutory approvals and approval by the shareholders of each of the Company and Independent. At June 30, 2024, Independent reported $18.4 billion in total assets, $14.6 billion in loans and $15.8 billion in deposits.

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Investment Securities

6 Months Ended

Jun. 30, 2024

Investment Securities

Investment Securities

Note 5 — Investment Securities

The following is the amortized cost and fair value of investment securities held to maturity:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
June 30, 2024:
U.S. Government agencies	$	147,270	$	—	$	(24,781)	$	122,489
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,370,142		—		(243,434)		1,126,708
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		428,468		—		(73,856)		354,612
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		351,181		—		(74,117)		277,064
Small Business Administration loan-backed securities		51,467		—		(11,399)		40,068
	$	2,348,528	$	—	$	(427,587)	$	1,920,941
December 31, 2023:
U.S. Government agencies	$	197,267	$	—	$	(24,607)	$	172,660
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,438,102		—		(227,312)		1,210,790
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		444,883		—		(68,139)		376,744
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		354,055		—		(71,327)		282,728
Small Business Administration loan-backed securities		53,133		—		(11,319)		41,814
	$	2,487,440	$	—	$	(402,704)	$	2,084,736

The following is the amortized cost and fair value of investment securities available for sale:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
June 30, 2024:
U.S. Treasuries	$	38,098	$	—	$	(153)	$	37,945
U.S. Government agencies		216,148		—		(21,025)		195,123
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,735,232		125		(286,429)		1,448,928
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		592,712		5		(102,173)		490,544
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,207,592		595		(199,225)		1,008,962
State and municipal obligations		1,124,430		1		(171,729)		952,702
Small Business Administration loan-backed securities		379,899		64		(43,221)		336,742
Corporate securities		30,509		—		(3,191)		27,318
	$	5,324,620	$	790	$	(827,146)	$	4,498,264
December 31, 2023:
U.S. Treasuries	$	74,720	$	—	$	(830)	$	73,890
U.S. Government agencies		246,089		—		(21,383)		224,706
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,822,104		294		(264,092)		1,558,306
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		626,735		—		(99,313)		527,422
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,217,125		1,516		(194,471)		1,024,170
State and municipal obligations		1,129,750		2		(152,291)		977,461
Small Business Administration loan-backed securities		413,950		86		(42,350)		371,686
Corporate securities		30,533		—		(3,786)		26,747
	$	5,561,006	$	1,898	$	(778,516)	$	4,784,388

The following is the amortized cost and carrying value of other investment securities:

	Carrying
(Dollars in thousands)	Value
June 30, 2024:
Federal Home Loan Bank stock	$	32,336
Federal Reserve Bank stock		150,261
Investment in unconsolidated subsidiaries		3,563
Other nonmarketable investment securities		15,356
	$	201,516
December 31, 2023:
Federal Home Loan Bank stock	$	22,836
Federal Reserve Bank stock		150,261
Investment in unconsolidated subsidiaries		3,563
Other nonmarketable investment securities		15,383
	$	192,043

The Company’s other investment securities consist of non-marketable equity securities that have 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 June 30, 2024, we determined that there was no impairment on other investment securities.

The amortized cost and fair value of debt securities at June 30, 2024, by contractual maturity are detailed below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

	Securities				Securities
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	14,365	$	14,057	$	143,274	$	141,624
Due after one year through five years		36,511		32,483		306,612		285,442
Due after five years through ten years		456,439		389,368		1,239,040		1,063,459
Due after ten years		1,841,213		1,485,033		3,635,694		3,007,739
	$	2,348,528	$	1,920,941	$	5,324,620	$	4,498,264

During the three and six months ended June 30, 2024, there were no sales of securities available for sale and therefore, there were no gains or losses on sale securities available for sale. During the three and six months ended June 30, 2023, there were gross gains of $1.3 million and gross losses of $1.3 million, a net gain of $45,000, realized from the sale of available for sale securities.

There were no sales of held to maturity securities during the three and six months ended June 30, 2024, or June 30, 2023.

Information pertaining to our securities with gross unrealized losses at June 30, 2024, and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is as follows:

	Less Than				Twelve Months
	Twelve Months				or More
	Gross Unrealized		Fair		Gross Unrealized		Fair
(Dollars in thousands)	Losses		Value		Losses		Value
June 30, 2024:
Securities Held to Maturity
U.S. Government agencies	$	—	$	—	$	24,781	$	122,489
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		243,434		1,126,708
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		73,856		354,612
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		74,117		277,064
Small Business Administration loan-backed securities		—		—		11,399		40,068
	$	—	$	—	$	427,587	$	1,920,941
Securities Available for Sale
U.S. Treasuries (1)	$	—	$	10,834	$	153	$	24,815
U.S. Government agencies		—		—		21,025		195,123
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		136		8,848		286,293		1,430,209
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		102,173		489,387
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		106		16,816		199,119		920,215
State and municipal obligations		1,860		20,142		169,869		930,359
Small Business Administration loan-backed securities		2		704		43,219		317,384
Corporate securities		13		485		3,178		26,833
	$	2,117	$	57,829	$	825,029	$	4,334,325
December 31, 2023:
Securities Held to Maturity
U.S. Government agencies	$	—	$	—	$	24,607	$	172,660
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		227,312		1,210,790
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		68,139		376,745
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		71,327		282,728
Small Business Administration loan-backed securities		—		—		11,319		41,814
	$	—	$	—	$	402,704	$	2,084,737
Securities Available for Sale
U.S. Treasuries	$	—	$	—	$	830	$	73,890
U.S. Government agencies		—		—		21,383		224,706
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		122		9,358		263,970		1,539,208
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		99,313		527,422
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		91		7,959		194,380		955,059
State and municipal obligations		177		6,340		152,114		967,305
Small Business Administration loan-backed securities		128		42,447		42,222		304,770
Corporate securities		18		480		3,768		26,267
	$	536	$	66,584	$	777,980	$	4,618,627

(1) The U.S. Treasury securities in a continuous unrealized losses position for less than twelve months at June 30, 2024, had a combined gross unrealized loss total of less than $1,000.

The Company’s valuation methodology for securities impairment is disclosed in Note 1—Summary of Significant Accounting Policies, under “Investment Securities” section, of our Annual Report on Form 10-K for the year ended December 31, 2023. All debt securities in an unrealized loss position as of June 30, 2024, continue to perform as scheduled and management does not believe there is a credit loss or a provision for credit losses is necessary. Management does not currently intend to sell the securities within the portfolio, and it is not more-likely-than-not that the Company will be required to sell the debt securities. Management continues to monitor all of the securities with a high degree of scrutiny. See Note 2 — Summary of Significant Accounting Policies for further discussion.

At June 30, 2024, investment securities with a market value of $2.3 billion and a carrying value of $2.5 billion were pledged to secure public funds deposits and for other purposes required and permitted by law (excluding securities pledged to secure repurchase agreement disclosed in Note 20 — Short-Term Borrowings, under the “Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)” section). Of the $2.5 billion carrying value of investment securities pledged, $2.2 billion were pledged to secure public funds deposits, $196.7 million were pledged to secure FHLB advances and $108.0 million were pledged to secure interest rate swap positions with correspondent banks. At December 31, 2023, investment securities with a market value of $3.0 billion and a carrying value of $3.2 billion were pledged to secure public funds deposits and for other purposes required and permitted by law. Of the $3.2 billion carrying value of investment securities pledged, $2.4 billion were pledged to secure public funds deposits, $729.4 million were pledged to secure FHLB advances and $115.0 million were pledged to secure interest rate swap positions with correspondent banks.

Trading Securities

At June 30, 2024, and December 31, 2023, trading securities, at estimated fair value, were as follows:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
U.S. Treasuries	$	20,500	$	—
U.S. Government agencies		10,220		1,537
Residential mortgage pass-through securities issued or guaranteed by U.S.
government agencies or sponsored enterprises		28,838		14,461
Other residential mortgage issued or guaranteed by U.S. government
agencies or sponsored enterprises		1,865		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		2,782		—
State and municipal obligations		26,134		14,620
Other debt securities		1,822		703
	$	92,161	$	31,321

Net losses on trading securities for the three and six months ended June 30, 2024, and 2023 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Net gains (losses) on sales transaction	$	170	$	7	$	224	$	(40)
Net mark to mark losses		(323)		(195)		(311)		(201)
Net losses on trading securities	$	(153)	$	(188)	$	(87)	$	(241)

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Loans

6 Months Ended

Jun. 30, 2024

Loans

Loans

Note 6 — Loans

The following is a summary of total loans:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Loans:
Construction and land development (1)	$	2,592,307	$	2,923,514
Commercial non-owner-occupied		9,106,816		8,571,634
Commercial owner-occupied real estate		5,522,978		5,497,671
Consumer owner-occupied (2)		6,969,340		6,595,005
Home equity loans		1,471,384		1,398,445
Commercial and industrial		5,769,838		5,504,539
Other income producing property		624,957		656,334
Consumer		1,175,135		1,233,650
Other loans		1,809		7,697
Total loans		33,234,564		32,388,489
Less allowance for credit losses		(472,298)		(456,573)
Loans, net	$	32,762,266	$	31,931,916

(1) Construction and land development includes loans for both commercial construction and development, as well as loans for 1-4 family construction and lot loans.

(2) Consumer owner-occupied real estate includes loans on both 1-4 family owner-occupied property, as well as loans collateralized by 1-4 family owner-occupied property with a business intent.

The above table reflects the loan portfolio at the amortized cost basis for the periods June 30, 2024, and December 31, 2023, to include net deferred costs of $77.8 million compared to net deferred costs of $68.0 million, respectively, and unamortized discount related to loans acquired of $42.7 million and $51.3 million, respectively. Accrued interest receivables of $132.7 million and $127.0 million, respectively, are accounted for separately and reported in other assets for the periods June 30, 2024, and December 31, 2023.

As part of the ongoing monitoring of the credit quality of our loan portfolio, management tracks certain credit quality indicators, including trends related to (i) the level of classified loans, (ii) net charge-offs, (iii) non-performing loans (see details below), and (iv) the general economic conditions of the markets that we serve.

The Company utilizes a risk grading matrix to assign a risk grade to each commercial loan. Classified loans are assessed at a minimum every six months. A description of the general characteristics of the risk grades is as follows:

● Pass—These loans range from minimal credit risk to average, however, still acceptable credit risk.

● Special mention—A special mention loan has potential weaknesses that deserve Management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.

● Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

● Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

Construction and land development loans in the following table are on commercial and speculative real estate. Consumer owner-occupied loans are collateralized by 1-4 family owner-occupied property with a business intent.

The following tables present the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending June 30, 2024:

		Term Loans
(Dollars in thousands)		Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Construction and land development
Risk rating:
Pass	$	125,752	$	519,137	$	1,100,600	$	128,693	$	10,082	$	17,056	$	48,633	$	1,949,953
Special mention		733		1,682		30,311		48,402		—		341		—		81,469
Substandard		47		—		15,225		765		—		608		—		16,645
Doubtful		—		—		—		—		1		5		—		6
Total Construction and land development	$	126,532	$	520,819	$	1,146,136	$	177,860	$	10,083	$	18,010	$	48,633	$	2,048,073
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	74	$	2,088	$	—	$	2,162
Commercial non-owner-occupied
Risk rating:
Pass	$	346,456	$	849,321	$	2,566,851	$	1,932,908	$	620,771	$	1,995,747	$	96,578	$	8,408,632
Special mention		247		17,986		54,393		92,173		8,646		12,503		92		186,040
Substandard		39,486		43,684		139,358		77,253		82,625		129,737		—		512,143
Doubtful		—		—		—		1		—		—		—		1
Total Commercial non-owner-occupied	$	386,189	$	910,991	$	2,760,602	$	2,102,335	$	712,042	$	2,137,987	$	96,670	$	9,106,816
Commercial non-owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	176	$	—	$	71	$	—	$	247
Commercial Owner-Occupied
Risk rating:
Pass	$	261,676	$	574,218	$	1,024,957	$	1,044,146	$	608,433	$	1,622,413	$	73,759	$	5,209,602
Special mention		2,123		13,806		51,635		6,445		1,017		21,362		5,167		101,555
Substandard		10,043		27,888		35,338		36,984		21,518		71,331		8,708		211,810
Doubtful		4		3		—		—		—		4		—		11
Total commercial owner-occupied	$	273,846	$	615,915	$	1,111,930	$	1,087,575	$	630,968	$	1,715,110	$	87,634	$	5,522,978
Commercial owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	91	$	227	$	75	$	—	$	393
Commercial and industrial
Risk rating:
Pass	$	1,150,687	$	801,250	$	999,002	$	576,804	$	331,704	$	498,792	$	1,160,020	$	5,518,259
Special mention		1,782		2,765		6,856		1,624		678		4,605		22,173		40,483
Substandard		14,877		33,576		31,537		24,506		2,851		20,450		83,199		210,996
Doubtful		—		6		24		62		1		3		4		100
Total commercial and industrial	$	1,167,346	$	837,597	$	1,037,419	$	602,996	$	335,234	$	523,850	$	1,265,396	$	5,769,838
Commercial and industrial
Current-period gross charge-offs	$	523	$	941	$	2,450	$	290	$	24	$	2,852	$	1,160	$	8,240
Other income producing property
Risk rating:
Pass	$	24,165	$	57,019	$	121,434	$	89,451	$	48,566	$	118,513	$	38,353	$	497,501
Special mention		139		507		220		1,002		785		2,253		183		5,089
Substandard		927		725		3,173		2,608		329		6,957		1,299		16,018
Doubtful		—		—		—		—		—		—		—		—
Total other income producing property	$	25,231	$	58,251	$	124,827	$	93,061	$	49,680	$	127,723	$	39,835	$	518,608
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer owner-occupied
Risk rating:
Pass	$	2,101	$	18,493	$	6,585	$	3,920	$	644	$	712	$	29,386	$	61,841
Special mention		20		229		59		—		15		264		493		1,080
Substandard		1,075		—		—		—		5		177		—		1,257
Doubtful		—		—		—		—		—		1		—		1
Total Consumer owner-occupied	$	3,196	$	18,722	$	6,644	$	3,920	$	664	$	1,154	$	29,879	$	64,179
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other loans
Risk rating:
Pass	$	1,809	$	—	$	—	$	—	$	—	$	—	$	—	$	1,809
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total other loans	$	1,809	$	—	$	—	$	—	$	—	$	—	$	—	$	1,809
Other loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Commercial Loans
Risk rating:
Pass	$	1,912,646	$	2,819,438	$	5,819,429	$	3,775,922	$	1,620,200	$	4,253,233	$	1,446,729	$	21,647,597
Special mention		5,044		36,975		143,474		149,646		11,141		41,328		28,108		415,716
Substandard		66,455		105,873		224,631		142,116		107,328		229,260		93,206		968,869
Doubtful		4		9		24		63		2		13		4		119
Total Commercial Loans	$	1,984,149	$	2,962,295	$	6,187,558	$	4,067,747	$	1,738,671	$	4,523,834	$	1,568,047	$	23,032,301
Commercial Loans
Current-period gross charge-offs	$	523	$	941	$	2,450	$	557	$	325	$	5,086	$	1,160	$	11,042

The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending December 31, 2023:

		Term Loans
(Dollars in thousands)		Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Construction and land development
Risk rating:
Pass	$	480,860	$	1,036,691	$	503,433	$	19,626	$	5,585	$	19,200	$	49,191	$	2,114,586
Special mention		1,683		35,790		2,922		—		—		458		—		40,853
Substandard		390		46,311		765		—		4,285		767		—		52,518
Doubtful		—		—		—		3		—		5		—		8
Total Construction and land development	$	482,933	$	1,118,792	$	507,120	$	19,629	$	9,870	$	20,430	$	49,191	$	2,207,965
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	204	$	—	$	2	$	—	$	206
Commercial non-owner-occupied
Risk rating:
Pass	$	759,501	$	2,501,611	$	1,878,889	$	674,470	$	706,794	$	1,535,248	$	104,698	$	8,161,211
Special mention		3,376		38,854		19,899		10,044		9,872		12,976		93		95,114
Substandard		73,282		11,928		35,692		61,893		78,976		53,388		149		315,308
Doubtful		—		—		1		—		—		—		—		1
Total Commercial non-owner-occupied	$	836,159	$	2,552,393	$	1,934,481	$	746,407	$	795,642	$	1,601,612	$	104,940	$	8,571,634
Commercial non-owner-occupied
Current-period gross charge-offs	$	—	$	—	$	51	$	—	$	—	$	253	$	—	$	304
Commercial Owner-Occupied
Risk rating:
Pass	$	556,192	$	1,015,236	$	1,088,976	$	635,694	$	648,082	$	1,176,796	$	88,298	$	5,209,274
Special mention		1,976		31,484		15,777		1,435		7,776		22,551		690		81,689
Substandard		24,240		37,922		26,810		26,308		20,310		63,220		7,890		206,700
Doubtful		3		—		—		1		—		4		—		8
Total commercial owner-occupied	$	582,411	$	1,084,642	$	1,131,563	$	663,438	$	676,168	$	1,262,571	$	96,878	$	5,497,671
Commercial owner-occupied
Current-period gross charge-offs	$	—	$	126	$	—	$	—	$	—	$	—	$	—	$	126
Commercial and industrial
Risk rating:
Pass	$	1,187,836	$	1,140,702	$	669,188	$	367,668	$	182,519	$	413,271	$	1,313,978	$	5,275,162
Special mention		2,395		7,624		3,604		2,762		3,870		898		18,300		39,453
Substandard		26,780		29,515		23,423		4,001		5,472		15,226		85,409		189,826
Doubtful		2		11		68		1		—		13		3		98
Total commercial and industrial	$	1,217,013	$	1,177,852	$	696,283	$	374,432	$	191,861	$	429,408	$	1,417,690	$	5,504,539
Commercial and industrial
Current-period gross charge-offs	$	7,272	$	3,171	$	13,169	$	429	$	765	$	1,637	$	1,144	$	27,587
Other income producing property
Risk rating:
Pass	$	58,012	$	129,858	$	96,743	$	51,615	$	40,988	$	105,810	$	39,701	$	522,727
Special mention		517		266		347		69		288		2,296		203		3,986
Substandard		693		5,062		2,634		588		630		5,772		2,121		17,500
Doubtful		—		—		—		—		—		—		—		—
Total other income producing property	$	59,222	$	135,186	$	99,724	$	52,272	$	41,906	$	113,878	$	42,025	$	544,213
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer owner-occupied
Risk rating:
Pass	$	18,908	$	4,509	$	2,746	$	1,293	$	287	$	315	$	25,635	$	53,693
Special mention		236		339		18		41		271		—		—		905
Substandard		24		—		—		927		1,560		182		150		2,843
Doubtful		—		—		—		—		—		1		1		2
Total Consumer owner-occupied	$	19,168	$	4,848	$	2,764	$	2,261	$	2,118	$	498	$	25,786	$	57,443
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other loans
Risk rating:
Pass	$	7,697	$	—	$	—	$	—	$	—	$	—	$	—	$	7,697
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total other loans	$	7,697	$	—	$	—	$	—	$	—	$	—	$	—	$	7,697
Other loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Commercial Loans
Risk rating:
Pass	$	3,069,006	$	5,828,607	$	4,239,975	$	1,750,366	$	1,584,255	$	3,250,640	$	1,621,501	$	21,344,350
Special mention		10,183		114,357		42,567		14,351		22,077		39,179		19,286		262,000
Substandard		125,409		130,738		89,324		93,717		111,233		138,555		95,719		784,695
Doubtful		5		11		69		5		—		23		4		117
Total Commercial Loans	$	3,204,603	$	6,073,713	$	4,371,935	$	1,858,439	$	1,717,565	$	3,428,397	$	1,736,510	$	22,391,162
Commercial Loans
Current-period gross charge-offs	$	7,272	$	3,297	$	13,220	$	633	$	765	$	1,892	$	1,144	$	28,223

For the consumer segment, delinquency of a loan is determined by past due status. Consumer loans are automatically placed on nonaccrual status once the loan is 90 days past due. Construction and land development loans are on 1-4 properties and lots.

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending June 30, 2024:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Consumer owner-occupied
Days past due:
Current	$	351,049	$	1,034,667	$	2,262,299	$	1,616,397	$	601,949	$	1,011,015	$	—	$	6,877,376
30 days past due		623		2,764		2,451		1,766		1,827		3,022		—		12,453
60 days past due		—		2,115		1,799		975		109		1,033		—		6,031
90 days past due		—		1,726		2,331		2,402		451		2,391		—		9,301
Total Consumer owner-occupied	$	351,672	$	1,041,272	$	2,268,880	$	1,621,540	$	604,336	$	1,017,461	$	—	$	6,905,161
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	136	$	190	$	—	$	12	$	41	$	—	$	379
Home equity loans
Days past due:
Current	$	4,762	$	6,246	$	4,585	$	1,716	$	1,495	$	12,018	$	1,432,868	$	1,463,690
30 days past due		42		31		392		13		306		336		4,701		5,821
60 days past due		—		35		8		—		—		243		228		514
90 days past due		—		98		228		36		208		522		267		1,359
Total Home equity loans	$	4,804	$	6,410	$	5,213	$	1,765	$	2,009	$	13,119	$	1,438,064	$	1,471,384
Home equity loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	110	$	—	$	110
Consumer
Days past due:
Current	$	114,207	$	256,547	$	257,784	$	115,322	$	61,117	$	178,244	$	171,373	$	1,154,594
30 days past due		37		130		319		129		4		1,087		8,428		10,134
60 days past due		4		92		289		156		8		655		5,101		6,305
90 days past due		1		681		272		22		128		1,087		1,911		4,102
Total consumer	$	114,249	$	257,450	$	258,664	$	115,629	$	61,257	$	181,073	$	186,813	$	1,175,135
Consumer
Current-period gross charge-offs	$	23	$	771	$	941	$	135	$	29	$	279	$	2,517	$	4,695
Construction and land development
Days past due:
Current	$	22,626	$	135,146	$	284,726	$	68,029	$	14,886	$	18,439	$	—	$	543,852
30 days past due		—		—		—		—		—		45		—		45
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		320		—		1		16		—		337
Total Construction and land development	$	22,626	$	135,146	$	285,046	$	68,029	$	14,887	$	18,500	$	—	$	544,234
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	304	$	—	$	—	$	—	$	—	$	304
Other income producing property
Days past due:
Current	$	1,117	$	6,106	$	41,554	$	17,367	$	4,075	$	35,549	$	229	$	105,997
30 days past due		—		—		—		—		—		243		—		243
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		—		—		109		—		109
Total other income producing property	$	1,117	$	6,106	$	41,554	$	17,367	$	4,075	$	35,901	$	229	$	106,349
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Consumer Loans
Days past due:
Current	$	493,761	$	1,438,712	$	2,850,948	$	1,818,831	$	683,522	$	1,255,265	$	1,604,470	$	10,145,509
30 days past due		702		2,925		3,162		1,908		2,137		4,733		13,129		28,696
60 days past due		4		2,242		2,096		1,131		117		1,931		5,329		12,850
90 days past due		1		2,505		3,151		2,460		788		4,125		2,178		15,208
Total Consumer Loans	$	494,468	$	1,446,384	$	2,859,357	$	1,824,330	$	686,564	$	1,266,054	$	1,625,106	$	10,202,263
Consumer Loans
Current-period gross charge-offs	$	23	$	907	$	1,435	$	135	$	41	$	430	$	2,517	$	5,488

The following table presents total loans by origination year as of and for the period ending June 30, 2024:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Total Loans	$	2,478,617	$	4,408,679	$	9,046,915	$	5,892,077	$	2,425,235	$	5,789,888	$	3,193,153	$	33,234,564
Current-period gross charge-offs	$	546	$	1,848	$	3,885	$	692	$	366	$	5,516	$	3,677	$	16,530

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending December 31, 2023:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Consumer owner-occupied
Days past due:
Current	$	1,019,956	$	2,125,156	$	1,641,518	$	628,107	$	288,304	$	809,419	$	—	$	6,512,460
30 days past due		1,589		2,268		1,524		654		707		4,012		—		10,754
60 days past due		—		766		528		680		—		813		—		2,787
90 days past due		1,280		2,538		1,089		1,689		315		4,650		—		11,561
Total Consumer owner-occupied	$	1,022,825	$	2,130,728	$	1,644,659	$	631,130	$	289,326	$	818,894	$	—	$	6,537,562
Consumer owner-occupied
Current-period gross charge-offs	$	68	$	90	$	27	$	—	$	—	$	2	$	—	$	187
Home equity loans
Days past due:
Current	$	6,551	$	6,454	$	2,887	$	1,396	$	1,003	$	11,518	$	1,358,829	$	1,388,638
30 days past due		60		—		132		21		44		539		5,860		6,656
60 days past due		—		—		12		104		—		458		1,268		1,842
90 days past due		117		—		27		194		1		672		298		1,309
Total Home equity loans	$	6,728	$	6,454	$	3,058	$	1,715	$	1,048	$	13,187	$	1,366,255	$	1,398,445
Home equity loans
Current-period gross charge-offs	$	—	$	—	$	—	$	64	$	—	$	29	$	84	$	177
Consumer
Days past due:
Current	$	299,871	$	305,283	$	141,369	$	75,213	$	60,265	$	143,725	$	182,608	$	1,208,334
30 days past due		443		321		247		142		137		1,384		10,757		13,431
60 days past due		64		254		152		4		4		973		6,420		7,871
90 days past due		93		395		174		196		110		1,108		1,938		4,014
Total consumer	$	300,471	$	306,253	$	141,942	$	75,555	$	60,516	$	147,190	$	201,723	$	1,233,650
Consumer
Current-period gross charge-offs	$	373	$	1,586	$	571	$	280	$	217	$	537	$	8,478	$	12,042
Construction and land development
Days past due:
Current	$	135,739	$	425,276	$	111,205	$	20,322	$	8,555	$	14,265	$	—	$	715,362
30 days past due		—		—		—		111		—		—		—		111
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		1		—		75		—		76
Total Construction and land development	$	135,739	$	425,276	$	111,205	$	20,434	$	8,555	$	14,340	$	—	$	715,549
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	19	$	—	$	19
Other income producing property
Days past due:
Current	$	6,310	$	43,022	$	18,536	$	4,331	$	2,537	$	36,911	$	280	$	111,927
30 days past due		—		—		—		—		—		67		—		67
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		—		—		127		—		127
Total other income producing property	$	6,310	$	43,022	$	18,536	$	4,331	$	2,537	$	37,105	$	280	$	112,121
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Consumer Loans
Days past due:
Current	$	1,468,427	$	2,905,191	$	1,915,515	$	729,369	$	360,664	$	1,015,838	$	1,541,717	$	9,936,721
30 days past due		2,092		2,589		1,903		928		888		6,002		16,617		31,019
60 days past due		64		1,020		692		788		4		2,244		7,688		12,500
90 days past due		1,490		2,933		1,290		2,080		426		6,632		2,236		17,087
Total Consumer Loans	$	1,472,073	$	2,911,733	$	1,919,400	$	733,165	$	361,982	$	1,030,716	$	1,568,258	$	9,997,327
Consumer Loans
Current-period gross charge-offs	$	441	$	1,676	$	598	$	344	$	217	$	587	$	8,562	$	12,425

The following table presents total loans by origination year as of and for the period ending December 31, 2023:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Total Loans	$	4,676,676	$	8,985,446	$	6,291,335	$	2,591,604	$	2,079,547	$	4,459,113	$	3,304,768	$	32,388,489
Current-period gross charge-offs	$	7,713	$	4,973	$	13,818	$	977	$	982	$	2,479	$	9,706	$	40,648

The following table presents an aging analysis of past due accruing loans, segregated by class:

	30 - 59 Days		60 - 89 Days		90+ Days		Total				Non-		Total
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Accruing		Loans
June 30, 2024
Construction and land development	$	46	$	—	$	—	$	46	$	2,590,977	$	1,284	$	2,592,307
Commercial non-owner-occupied		2,246		60		510		2,816		9,082,664		21,336		9,106,816
Commercial owner-occupied		4,863		1,237		475		6,575		5,462,683		53,720		5,522,978
Consumer owner-occupied		9,305		682		—		9,987		6,929,207		30,146		6,969,340
Home equity loans		4,354		458		—		4,812		1,459,643		6,929		1,471,384
Commercial and industrial		22,597		5,891		5,656		34,144		5,668,946		66,748		5,769,838
Other income producing property		578		65		118		761		621,043		3,153		624,957
Consumer		9,861		5,928		—		15,789		1,153,601		5,745		1,175,135
Other loans		—		—		—		—		1,809		—		1,809
	$	53,850	$	14,321	$	6,759	$	74,930	$	32,970,573	$	189,061	$	33,234,564
December 31, 2023
Construction and land development	$	624	$	—	$	—	$	624	$	2,921,457	$	1,433	$	2,923,514
Commercial non-owner-occupied		2,194		123		1,378		3,695		8,546,630		21,309		8,571,634
Commercial owner-occupied		3,852		1,141		988		5,981		5,446,803		44,887		5,497,671
Consumer owner-occupied		7,903		552		920		9,375		6,560,359		25,271		6,595,005
Home equity loans		6,500		1,326		—		7,826		1,385,687		4,932		1,398,445
Commercial and industrial		25,231		7,194		9,193		41,618		5,399,390		63,531		5,504,539
Other income producing property		569		570		—		1,139		651,993		3,202		656,334
Consumer		13,212		7,370		—		20,582		1,207,411		5,657		1,233,650
Other loans		—		—		—		—		7,697		—		7,697
	$	60,085	$	18,276	$	12,479	$	90,840	$	32,127,427	$	170,222	$	32,388,489

The following table is a summary of information pertaining to nonaccrual loans by class, including loans modified for borrowers with financial difficulty as of June 30, 2024, and December 31, 2023:

	June 30,		Greater than		Non-accrual		December 31,
(Dollars in thousands)	2024		90 Days Accruing(1)		with no allowance(1)		2023
Construction and land development	$	1,284	$	—	$	—	$	1,433
Commercial non-owner-occupied		21,336		510		17,825		21,309
Commercial owner-occupied real estate		53,720		475		24,550		44,887
Consumer owner-occupied		30,146		—		—		25,271
Home equity loans		6,929		—		1,220		4,932
Commercial and industrial		66,748		5,656		26,035		63,531
Other income producing property		3,153		118		1,265		3,202
Consumer		5,745		—		—		5,657
Total loans on nonaccrual status	$	189,061	$	6,759	$	70,895	$	170,222

(1) Greater than 90 days accruing and non-accrual with no allowance loans at June 30, 2024.

There is no interest income recognized during the period on nonaccrual loans. The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Loans on nonaccrual status in which there is no allowance assigned are individually evaluated loans that do not carry a specific reserve. See Note 2 — Summary of Significant Accounting Policies for further detailed descriptions on individually evaluated loans.

The following is a summary of collateral dependent loans, by type of collateral, and the extent to which they are collateralized during the period:

	June 30,		Collateral			December 31,		Collateral
(Dollars in thousands)	2024		Coverage		%	2023		Coverage		%
Commercial owner-occupied real estate
Church	$	4,631	$	12,700	274%	$	3,537	$	6,705	190%
Industrial		6,892		14,644	212%		7,172		15,273	213%
Other		17,042		31,190	183%		12,231		23,747	194%
Commercial non-owner-occupied real estate
Retail		—		—			3,216		4,208	131%
Other		—		—			12,607		29,182	231%
Office		17,825		19,095	107%		—		—
Commercial and industrial
Other		41,054		61,548	150%		44,116		46,114	105%
Other income producing property
1-4 family investment property		1,265		3,286	260%		—		—
Home equity loans
Residential 1-4 family dwelling		1,220		2,250	184%		—		—
Total collateral dependent loans	$	89,929	$	144,713		$	82,879	$	125,229

The Bank designates individually evaluated loans on non-accrual with a net book balance exceeding the designated threshold as collateral dependent loans. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the ACL. Under ASC 326-20-35-6, the Bank has adopted the collateral maintenance practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for selling costs, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The Bank’s threshold for individually evaluated loans is $1.0 million. The changes above in collateral percentage are due to appraisal value updates or changes in the number of loans within the asset class and collateral type. Overall collateral dependent loans increased $7.1 million during the six months ended June 30, 2024.

Loans on nonaccrual status at the date of modification are initially classified as nonaccrual. Loans on accruing status at the date of modification are initially classified as accruing if the note is reasonably assured of repayment and performance is expected in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the modification date if reasonable doubt exists as to the collection of interest or principal under the modification agreement. Nonaccrual loans are returned to accruing status when there is economic substance to the modification, there is documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months). See Note 2 — Summary of Significant Accounting Policies for how such modifications are factored into the determination of the ACL for the periods presented above.

The following tables present loans designated as modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2024, and 2023, respectively. The loans are segregated by type of modification and asset class, indicating the financial effect of the modifications. The amortized cost balance for the modified loans presented below exclude accrued interest receivable of approximately $119,000 and $68,000 as of June 30, 2024 and 2023, respectively.

	Three Months Ended June 30,
	2024					2023
					Reduction in Weighted					Reduction in Weighted
	Amortized		% of Total		Average Contractual	Amortized		% of Total		Average Contractual
(Dollars in thousands)	Cost		Asset Class		Interest Rate	Cost		Asset Class		Interest Rate
Interest rate reduction
Consumer owner-occupied	$	398		0.01%	1.15%	$	—		—	—
Total interest rate reductions	$	398				$	—

	Six Months Ended June 30,
	2024					2023
					Reduction in Weighted					Reduction in Weighted
	Amortized		% of Total		Average Contractual	Amortized		% of Total		Average Contractual
(Dollars in thousands)	Cost		Asset Class		Interest Rate	Cost		Asset Class		Interest Rate
Interest rate reduction
Commercial owner-occupied real estate	$	1,321		0.02%	3.14%	$	—		—	—
Total interest rate reductions	$	1,321				$	—

	Three Months Ended June 30,
	2024					2023
					Increase in					Increase in
	Amortized		% of Total		Weighted Average	Amortized		% of Total		Weighted Average
(Dollars in thousands)	Cost		Asset Class		Life of Loan	Cost		Asset Class		Life of Loan
Term extension
Construction and land development	$	—		—	—	$	1,255		0.04%	24 months
Commercial non-owner-occupied		—		—	—		343		0.00%	60 months
Commercial owner-occupied real estate		11,050		0.20%	32 months		7,732		0.14%	22 months
Consumer owner-occupied		1,047		0.02%	3 months		—		—	—
Commercial and industrial		20,529		0.36%	37 months		1,787		0.03%	6 months
Total term extensions	$	32,626				$	11,117

	Six Months Ended June 30,
	2024					2023
					Increase in					Increase in
	Amortized		% of Total		Weighted Average	Amortized		% of Total		Weighted Average
(Dollars in thousands)	Cost		Asset Class		Life of Loan	Cost		Asset Class		Life of Loan
Term extension
Construction and land development	$	—		—	—	$	1,512		0.05%	22 months
Commercial non-owner-occupied		—		—	—		343		0.00%	60 months
Commercial owner-occupied real estate		11,050		0.20%	32 months		8,096		0.14%	22 months
Consumer owner-occupied		1,047		0.02%	3 months		281		0.02%	6 months
Home equity loans		—		—	—		—		—	—
Commercial and industrial		20,529		0.36%	37 months		2,700		0.05%	7 months
Total term extensions	$	32,626				$	12,932

There were no combination – term extension and interest rate reduction loans during 2024.

	Three and Six Months Ended June 30,
	2024				2023
			Reduction in Weighted	Increase in			Reduction in Weighted	Increase in
	Amortized		Average Contractual	Weighted Average	Amortized		Average Contractual	Weighted Average
(Dollars in thousands)	Cost		Interest Rate	Life of Loan	Cost		Interest Rate	Life of Loan
Combination- Term Extension and Interest Rate Reduction
Consumer owner-occupied	$	—	—	—	$	259	3.63 to 3.00%	20 months
Total	$	—			$	259

The Bank on occasion will enter into modification agreements which extend the maturity payoff on a loan or reduce the interest rate, for borrowers willing to continue to pay, to minimize losses for the Bank. At June 30, 2024, the Company had $43,000 in remaining commitments to lend additional funds on loans to borrowers experiencing financial difficulty and modified during the current reporting period.

The following table presents the changes in status of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of June 30, 2024 and 2023, by type of modification. There were no subsequent defaults.

	June 30,
	2024						2023
	Paying Under						Paying Under
	Restructured		Converted to		Foreclosures		Restructured		Converted to		Foreclosures
	Terms		Nonaccrual		and Defaults		Terms		Nonaccrual		and Defaults
	Amortized		Amortized		Amortized		Amortized		Amortized		Amortized
(Dollars in thousands)	Cost		Cost		Cost		Cost		Cost		Cost
Interest rate reduction
Consumer owner-occupied	$	1,320		—		—		—		—		—
Total interest rate reductions	$	1,320	$	—	$	—	$	—	$	—	$	—
Term extension
Construction and land development	$	—	$	—	$	—	$	1,512	$	—	$	—
Commercial non-owner-occupied		—		—		—		343		—		—
Commercial owner-occupied real estate		11,050		—		—		8,096		—		—
Consumer owner-occupied		1,047		—		—		540		—		—
Commercial and industrial		20,529		—		—		2,700		—		—
Other income producing property		—		—		—		—		—		—
Total term extensions	$	32,626	$	—	$	—	$	13,191	$	—	$	—
	$	33,946	$	—	$	—	$	13,191	$	—	$	—

The following table depicts the performance of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of June 30, 2024 and 2023:

	June 30, 2024						June 30, 2023
	Payment Status (Amortized Cost Basis)						Payment Status (Amortized Cost Basis)
			30-89 Days		90+ Days				30-89 Days		90+ Days
(Dollars in thousands)	Current		Past Due		Past Due		Current		Past Due		Past Due
Construction and land development	$	—	$	—	$	—	$	1,512	$	—	$	—
Commercial non-owner-occupied		—		—		—		343		—		—
Commercial owner-occupied real estate		11,050		—		—		8,096		—		—
Consumer owner-occupied		1,445		922		—		540		—		—
Commercial and industrial		20,529		—		—		2,700		—		—
Other income producing property		—		—		—		—		—		—
Total	$	33,024	$	922	$	—	$	13,191	$	—	$	—

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Allowance for Credit Losses (ACL)

6 Months Ended

Jun. 30, 2024

Allowance for Credit Losses (ACL)

Allowance for Credit Losses (ACL)

Note 7 — Allowance for Credit Losses (ACL)

See 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 allowance for credit losses.

The following tables present a disaggregated analysis of activity in the allowance for credit losses.

	Residential		Residential				Residential		Comm Constr.								CRE Owner-		Non-Owner-
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		& Dev.		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Three Months Ended June 30, 2024
Allowance for credit losses:
Balance at end of period March 31, 2024	$	87,484	$	1,230	$	11,724	$	4,552	$	60,860	$	23,353	$	17,012	$	876	$	72,597	$	134,698	$	55,268	$	469,654
Charge-offs		(36)		—		—		—		(687)		(2,198)		—		—		(393)		(176)		(5,100)		(8,590)
Recoveries		92		50		277		15		144		825		41		—		408		89		2,424		4,365
Net (charge offs) recoveries		56		50		277		15		(543)		(1,373)		41		—		15		(87)		(2,676)		(4,225)
Provision (recovery) (1)		(27,988)		(852)		6,928		5,458		16,902		(9,752)		2,708		903		18,811		(35,596)		29,347		6,869
Balance at end of period June 30, 2024	$	59,552	$	428	$	18,929	$	10,025	$	77,219	$	12,228	$	19,761	$	1,779	$	91,423	$	99,015	$	81,939	$	472,298
Three Months Ended June 30, 2023
Allowance for credit losses:
Balance at end of period March 31, 2023	$	77,351	$	349	$	14,318	$	9,176	$	55,069	$	23,319	$	5,507	$	879	$	57,541	$	82,473	$	44,663	$	370,645
Charge-offs		(37)		—		—		—		(2)		(3,017)		—		—		(35)		—		(4,487)		(7,578)
Recoveries		302		3		532		22		198		520		—		—		93		334		2,264		4,268
Net (charge offs) recoveries		265		3		532		22		196		(2,497)		—		—		58		334		(2,223)		(3,310)
Provision (recovery) (1)		3,853		40		(638)		(329)		49		3,755		4,260		(134)		13,160		32,462		3,579		60,057
Balance at end of period June 30, 2023	$	81,469	$	392	$	14,212	$	8,869	$	55,314	$	24,577	$	9,767	$	745	$	70,759	$	115,269	$	46,019	$	427,392

(1) A negative provision for credit losses of ($3.0) million was recorded during the second quarter of 2024, compared to a negative provision for credit losses of ($21.7) million recorded during the second quarter of 2023 for the allowance for credit losses for unfunded commitments that is not included in the above table.

	Residential		Residential				Residential		Comm Constr.								CRE Owner-		Non-Owner-
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		& Dev.		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Six Months Ended June 30, 2024
Allowance for credit losses:
Balance at end of period December 31, 2023	$	78,052	$	745	$	10,942	$	5,024	$	65,772	$	23,331	$	13,766	$	900	$	71,580	$	137,055	$	49,406	$	456,573
Charge-offs		(379)		—		(110)		(304)		(2,162)		(4,695)		—		—		(393)		(247)		(8,240)		(16,530)
Recoveries		215		89		569		22		1,151		1,950		66		—		511		99		4,954		9,626
Net (charge offs) recoveries		(164)		89		459		(282)		(1,011)		(2,745)		66		—		118		(148)		(3,286)		(6,904)
Provision (benefit) (1)		(18,336)		(406)		7,528		5,283		12,458		(8,358)		5,929		879		19,725		(37,892)		35,819		22,629
Balance at end of period June 30, 2024	$	59,552	$	428	$	18,929	$	10,025	$	77,219	$	12,228	$	19,761	$	1,779	$	91,423	$	99,015	$	81,939	$	472,298
Six Months Ended June 30, 2023
Allowance for credit losses:
Balance at end of period December 31, 2022	$	72,188	$	405	$	14,886	$	8,974	$	45,410	$	22,767	$	3,684	$	849	$	58,083	$	78,485	$	50,713	$	356,444
Charge-offs		(39)		—		(39)		—		(2)		(5,746)		—		—		(35)		(51)		(6,293)		(12,205)
Recoveries		596		8		777		94		456		1,104		—		—		386		440		3,996		7,857
Net recoveries (charge offs)		557		8		738		94		454		(4,642)		—		—		351		389		(2,297)		(4,348)
Provision (benefit) (1)		8,724		(21)		(1,412)		(199)		9,450		6,452		6,083		(104)		12,325		36,395		(2,397)		75,296
Balance at end of period June 30, 2023	$	81,469	$	392	$	14,212	$	8,869	$	55,314	$	24,577	$	9,767	$	745	$	70,759	$	115,269	$	46,019	$	427,392

(1) A negative provision for credit losses of ($6.1) million was recorded during the first six months of 2024, compared to a negative provision for credit losses of ($3.8) million during the first six months of 2023 for the allowance for credit losses for unfunded commitments that is not included in the above table.

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Leases

6 Months Ended

Jun. 30, 2024

Leases

Leases

Note 8 — Leases

As of June 30, 2024, and December 31, 2023, we had operating right-of-use (“ROU”) assets of $103.7 million and $100.3 million, respectively, and operating lease liabilities of $111.8 million and $108.3 million, respectively. We maintain operating leases on land and buildings for some of our operating centers, branch facilities and ATM locations. Most leases include one or more options to renew, with renewal terms extending up to 20 years. The exercise of renewal options is based on the sole judgment of management and what they consider to be reasonably certain given the environment today. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to us if the option is not exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Lease Cost Components:
Amortization of ROU assets – finance leases	$	117	$	117	$	233	$	233
Interest on lease liabilities – finance leases		8		10		18		21
Operating lease cost (cost resulting from lease payments)		4,356		4,278		8,633		8,518
Short-term lease cost		184		109		323		215
Variable lease cost (cost excluded from lease payments)		956		840		1,753		1,475
Total lease cost	$	5,621	$	5,354	$	10,960	$	10,462
Supplemental Cash Flow and Other Information Related to Leases:
Finance lease – operating cash flows	$	8	$	10	$	18	$	21
Finance lease – financing cash flows		119		110		238		220
Operating lease – operating cash flows (fixed payments)		4,220		4,154		8,413		8,250
Operating lease – operating cash flows (net change asset/liability)		(3,300)		(3,321)		(6,667)		(6,608)
New ROU assets – operating leases		6,550		701		9,093		701
New ROU assets – finance leases		—				—		—
Weighted – average remaining lease term (years) – finance leases		3.93				3.93		4.93
Weighted – average remaining lease term (years) – operating leases		8.86				8.86		9.63
Weighted – average discount rate - finance leases		1.7%				1.7%		1.7%
Weighted – average discount rate - operating leases		3.3%				3.3%		3.0%
Operating lease payments due:
2024 (excluding 6 months ended June 30, 2024)					$	8,613
2025						16,374
2026						15,866
2027						14,693
2028						14,030
Thereafter						61,212
Total undiscounted cash flows						130,788
Discount on cash flows						(18,947)
Total operating lease liabilities					$	111,841

As of June 30, 2024, the Company held a small number of finance leases assumed in connection to the CenterState merger completed in 2020. These leases are all real estate leases. Terms and conditions are similar to those real estate operating leases described above. Lease classifications from the acquired institutions were retained. At June 30, 2024, we did not maintain any leases with related parties, and determined that the number and dollar amount of our equipment leases was immaterial. As of June 30, 2024, we had no additional operating leases that have not yet commenced.

Equipment Lessor

SouthState has an Equipment Finance Group which goes to market through intermediaries. The Equipment Finance Group primarily focuses on serving the construction and utility segments. Lease terms typically range from 24 months to 120 months. At the end of the lease term, the lessee has the option to renew the lease, return the equipment, or purchase the equipment. In the event the equipment is returned, there is a remarketing agreement with the intermediary to sell the equipment. The Equipment Finance Group offers the following lease products: TRAC Leases, Split-TRAC Leases, and FMV Leases. Direct finance equipment leases are included in commercial and industrial loans on the Consolidated Balance Sheets.

The estimated residual values for direct finance leases are established by an approved intermediary who utilizes internally developed analyses, external studies, and/or third-party appraisals to establish a residual position. FMV and Split-TRAC leases have residual risk due to their unguaranteed residual value whereas TRAC leases have a guaranteed residual value. Expected credit losses on direct financing leases and the related estimated residual values are included in the Commercial and Industrial loan segment for the ACL.

The following table summarizes lease receivables and investment in operating leases and their corresponding balance sheet location at June 30, 2024, and December 31, 2023:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Direct financing leases:
Lease receivables	$	16,997	$	5,503
Unguaranteed residual values		2,837		501
Initial direct costs		505		155
Less: Unearned income		(3,503)		(1,165)
Total net investment in direct financing leases	$	16,836	$	4,994

The following table summarizes direct financing lease income recorded for the three and six months ended June 30, 2024, and remaining lease payment receivable for each of the next five years:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024		2024
Direct financing lease income
Interest income	$	229	$	392
Remaining lease payments receivable:
2024 (excluding 6 months ended June 30, 2024)			$	1,755
2025				3,556
2026				3,556
2027				3,555
2028				2,505
Thereafter				2,070
Total undiscounted lease receivable				16,997
Less: unearned interest income				(3,503)
Net lease receivables			$	13,494

See Note 1 — Summary of Significant Accounting Policies, under the “Leases” section, of our Annual Report on Form 10-K for the year ended December 31, 2023, on accounting for leases.

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Deposits

6 Months Ended

Jun. 30, 2024

Deposits

Deposits

Note 9 — Deposits

Our total deposits as of June 30, 2024, and December 31, 2023, are comprised of the following:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Noninterest-bearing checking	$	10,374,464	$	10,649,274
Interest-bearing checking		7,547,406		7,978,799
Savings		2,475,130		2,632,212
Money market		12,122,336		11,538,671
Time deposits		4,579,066		4,249,953
Total deposits	$	37,098,402	$	37,048,909

At June 30, 2024, and December 31, 2023, we had $960.4 million and $927.2 million in certificates of deposits greater than $250,000, respectively.

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Retirement Plans

6 Months Ended

Jun. 30, 2024

Retirement Plans

Retirement Plans

Note 10 — Retirement Plans

The Company sponsors an employees’ savings plan under the provisions of the Internal Revenue Code Section 401(k). Electing employees are eligible to participate in the employees’ savings plan after attaining age 18. Plan participants elect to contribute portions of their annual base compensation as a before tax contribution. Employer contributions may be made from current or accumulated net profits. Participants may elect to contribute 1% to 50% of annual base compensation as a before tax contribution. Employees participating in the plan receive a 100% match of their 401(k) plan contribution from the Company, up to 4% of their salary. We expensed $4.4 million and $9.0 million, respectively, for the three and six months ended June 30, 2024, and $4.2 million and $8.8 million, respectively, for the three and six months ended June 30, 2023, related to the Company’s savings plan.

Employees can enter the savings plan on or after the first day of each month. The employee may enter into a salary deferral agreement at any time to select an alternative deferral amount or to elect not to defer in the plan. If the employee does not elect an investment allocation, the plan administrator will select a retirement-based portfolio according to the employee’s number of years until normal retirement age. The plan’s investment valuations are generally provided on a daily basis.

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Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share

Earnings Per Share

Note 11 — Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average shares of common stock outstanding during each period, excluding non-vested restricted shares. Our diluted earnings per share is based on the weighted-average shares of common stock outstanding during each period plus the maximum dilutive effect of common stock issuable upon exercise of stock options or vesting of restricted stock units. Stock options and unvested restricted stock units are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive.

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars and shares in thousands, except for per share amounts)	2024		2023		2024		2023
Basic earnings per common share:
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Weighted-average basic common shares		76,251		76,058		76,276		75,981
Basic earnings per common share	$	1.74	$	1.62	$	3.24	$	3.47
Diluted earnings per common share:
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Weighted-average basic common shares		76,251		76,058		76,276		75,981
Effect of dilutive securities		356		360		354		413
Weighted-average dilutive shares		76,607		76,418		76,630		76,394
Diluted earnings per common share	$	1.73	$	1.62	$	3.23	$	3.45

The calculation of diluted earnings per common share excludes outstanding stock options for which the results would have been anti-dilutive under the treasury stock method as follows:

	Three Months Ended June 30,										Six Months Ended June 30,
	2024					2023					2024					2023
Number of shares					57,169					58,247					57,169					57,169
Range of exercise prices	$	87.30	to	$	91.35	$	69.48	to	$	91.35	$	87.30	to	$	91.35	$	87.30	to	$	91.35

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Share-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Compensation

Share-Based Compensation

Note 12 — Share-Based Compensation

Our 2004, 2012, 2019 and 2020 share-based compensation plans are long-term retention plans intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options, restricted stock, and restricted stock units (“RSUs”). Our 2020 plan was adopted by our shareholders at our annual meeting on October 29, 2020. The 2020 plan was subsequently amended and restated during our annual meeting on April 24, 2024 to increase the number of shares of common stock available for future grants. The Company also assumed the obligations of Atlantic Capital Bancshares, Inc. (“ACBI”) under various equity incentive plans pursuant to the acquisition of ACBI on March 1, 2022, and the obligations of CenterState under various equity incentive plans pursuant to the merger with CenterState on June 7, 2020.

Stock Options

With the exception of non-qualified stock options granted to directors under the 2004 and 2012 plans, which in some cases may be exercised at any time prior to expiration and in some other cases may be exercised at intervals less than a year following the grant date, incentive stock options granted under our 2004, 2012, 2019 and 2020 plans may not be exercised in whole or in part within a year following the date of the grant, as these incentive stock options become exercisable in 25% increments pro ratably over the four-year period following the grant date. The options are granted at an exercise price at least equal to the fair value of the common stock at the date of grant and expire ten years from the date of grant. No options were granted under the 2004, 2012 or 2019 plans after January 26, 2012, February 1, 2019, and October 29, 2020, respectively, and the plans are closed other than for any options still unexercised and outstanding. The 2020 amended and restated plan is the only plan from which new share-based compensation grants may be issued. It is the Company’s policy to grant options out of the 2,451,634 shares registered under the 2020 amended and restated plan.

Activity in the Company’s stock option plans is summarized in the following table.

				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Price		(Yrs.)	(000’s)
Outstanding at January 1, 2024	107,592	$	72.60
Exercised	(7,419)		59.30
Expired	(29)		39.12
Outstanding at June 30, 2024	100,144		73.60	2.31	$	1,123
Exercisable at June 30, 2024	100,144		73.60	2.31	$	1,123

The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting periods. There have been no stock options issued during the six months of 2024. Because all outstanding stock options had vested as of December 31, 2023, there was no unrecognized compensation cost related to nonvested stock option grants under the plans or fair value of shares vested during the six months ended June 30, 2024. The intrinsic value of stock option shares exercised for the six months ended June 30, 2024, was $143,000.

Restricted Stock

From time-to-time, we grant shares of restricted stock to key employees. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to increases in the value of our stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. We recognize expenses equal to the total value of such awards, ratably over the vesting period of the stock grants. Restricted stock grants to employees generally vest ratably over a two to four-year vesting period.

All restricted stock agreements are conditioned upon continued employment. Termination of employment prior to a vesting date, as described below, would terminate any interest in non-vested shares. Prior to vesting of the shares, as long as employed by the Company, the employees will have the right to vote such shares and to receive dividends paid with respect to such shares. All restricted shares will fully vest in the event of change in control of the Company or upon the death of the recipient.

Nonvested restricted stock for 2024 is summarized in the following table.

		Weighted-
		Average
		Grant-Date
Restricted Stock	Shares	Fair Value
Nonvested at January 1, 2024	16,248	$	88.63
Vested	(10,187)		90.00
Forfeited	(316)		90.00
Nonvested at June 30, 2024	5,745	$	86.11

As of June 30, 2024, there was $267,000 of total unrecognized compensation cost related to nonvested restricted stock granted under the plans. This cost is expected to be recognized over a weighted-average period of 0.53 years as of June 30, 2024. The total fair value of shares vested during the six months ended June 30, 2024, was

$858,000.

Restricted Stock Units (“RSUs”)

From time-to-time, we also grant performance RSUs and time-vested RSUs to key employees, and time-vested RSUs to non-employee directors. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to our performance. Some performance RSU grants contain a three-year performance period while others contain a one to two-year performance period and a time-vested requirement (generally two to four years from the grant date). The performance-based awards for our long-term incentive plans are dependent on the achievement of tangible book value growth and return on average tangible common equity relative to the Company’s peer group during each three-year performance period. Grants to non-employee directors typically vest within a 12-month period. We communicate threshold, target, and maximum performance RSU awards and performance targets to the applicable key employees at the beginning of a performance period. Due to the merger with CenterState on June 7, 2020, all legacy and assumed performance-based restricted stock units converted to a time-vesting requirement. With respect to some long-term incentive awards, dividend equivalents are accrued at the same rate as cash dividends paid for each share of the Company’s common stock during the performance or time-vested period, and subsequently paid when the shares are issued on the vesting or settlement date. The value of the RSUs awarded is established as the fair market value of the stock at the time of the grant. We recognize expense on a straight-line basis typically over the performance or time-vesting periods based upon the probable performance target, as applicable, that will be met.

Outstanding RSUs at target for the six months ended June 30, 2024, is summarized in the following table.

		Weighted-
		Average
		Grant-Date
Restricted Stock Units	Shares	Fair Value
Outstanding at January 1, 2024	873,048	$	75.22
Granted	368,696		80.66
Vested	(353,675)		77.51
Forfeited	(10,762)		76.84
Outstanding at June 30, 2024	877,307	$	76.56

The nonvested shares of 877,307 at June 30, 2024, includes 69,349 shares that have fully vested but are subject to a two-year holding period, which commenced at the end of their respective vesting period. These vested shares will be released and issued into shares of common stock at the end of their respective two-year holding period, the last of which will end by March 31, 2025. If maximum performance is achieved pursuant to the 2022, 2023 and 2024 Long Term Incentive performance-based RSU grants, an additional 132,486 shares in total may be issued by the Company at the end of the three-year performance periods.

As of June 30, 2024, there was $35.8 million of total unrecognized compensation cost at target related to nonvested RSUs granted under the plan. This cost is expected to be recognized over a weighted-average period of 1.32 years as of June 30, 2024. The total fair value of RSUs vested and released during the six months ended June 30, 2024, was $29.2 million.

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Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2024

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

Note 13 — Commitments and Contingent Liabilities

In the normal course of business, we make various commitments and incur certain contingent liabilities, which are not reflected in the accompanying financial statements. The commitments and contingent liabilities include guarantees, commitments to extend credit, and standby letters of credit. At June 30, 2024, commitments to extend credit and standby letters of credit totaled $9.2 billion. As of June 30, 2024, the liability recorded for expected credit losses on unfunded commitments, excluding unconditionally cancellable exposures and letters of credit, was $50.2 million and recorded on the Balance Sheet. See Note 2 — Summary of Significant Accounting Policies for discussion of liability recorded for expected credit losses on unfunded commitments.

We have been named as defendant in various legal actions, arising from its normal business activities, in which damages in various amounts are claimed. We are also exposed to litigation risk related to the prior business activities of banks acquired through whole bank acquisitions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, as of June 30, 2024, any such liability is not expected to have a material effect on our consolidated financial statements.

In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the FDIC’s Deposit Insurance Fund at an annual rate of approximately 13.4 basis points over eight quarterly assessment periods beginning with the first quarterly assessment period of 2024. The base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion. As a result, approximately $25.7 million was recognized by the Bank as of December 31, 2023, for the two-year special assessment period. Due to additional losses to the Deposit Insurance Fund resulting from the 2023 bank failures reported by the FDIC in February 2024, an additional $4.5 million was accrued by the Bank during 2024, bringing the total estimated FDIC special assessment allocable to the Bank to approximately $30.2 million. The additional $4.5 million will be paid over two quarters after the initial two-year assessment period. The FDIC may impose additional special assessments from time to time based on the actual losses incurred by the FDIC as a result of the March 2023 bank failures or future failures.

Cyber Incident Litigation.  On April 3, 2024, a putative class action lawsuit was filed against the Bank in the U.S. District Court for the Middle District of Florida, Tampa Division (the “Original Suit”). The plaintiff, who purports to represent the class of individuals harmed by alleged actions and/or omissions by the Bank in connection with the cybersecurity incident that was detected on February 6, 2024 (the “Cyber Incident”), asserts a variety of common law and statutory claims seeking monetary damages, injunctive relief and other related relief related to the potential unauthorized access by third parties to personal identifiable information. While the Original Suit has been voluntarily dismissed, additional plaintiffs have initiated litigation that names the Bank as a defendant. As of July 30, 2024, three putative class actions are pending against the Bank, including one case pending in the U.S. District Court for the Northern District of Georgia, and two cases pending in the Circuit Court for Polk County, Florida. An additional case pending in the Circuit Court for Broward County, Florida, that does not seek class certification requests a declaratory judgment that the Bank leaked sensitive data belonging to the named plaintiff (each such litigation, a “Cyber Incident Suit”). We anticipate that all putative class actions will be consolidated into one litigation.  

At this time, neither the Bank nor the Company is able to reasonably estimate the amount or range of reasonably possible loss, if any, that might result from the Cyber Incident Suits. However, the Bank believes that it has defenses to the claims and intends to vigorously defend against the Cyber Incident Suits. Accordingly, no amounts have been recorded in the unaudited condensed consolidated financial statements for the Cyber Incident Suits. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Additional lawsuits and claims related to the Cyber Incident may be asserted by or on behalf of customers, shareholders, or others seeking damages or other related relief and additional inquiries from governmental agencies may be received or investigations by governmental agencies commenced.

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Fair Value

6 Months Ended

Jun. 30, 2024

Fair Value.

Fair Value

Note 14 — Fair Value

GAAP defines fair value and establishes a framework for measuring and disclosing fair value. Fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale and trading securities, derivative contracts, mortgage loans held for sale, SBA servicing rights, and mortgage servicing rights (“MSRs”) are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, OREO, bank properties held for sale, and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1	Observable inputs such as quoted prices in active markets;
Level 2	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

A description of valuation methodologies used for assets recorded at fair value is disclosed in Note 25 — Fair Value of our Annual Report on Form 10-K for the year ended December 31, 2023.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis:

			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024:
Assets
Derivative financial instruments	$	185,036	$	—	$	185,036	$	—
Loans held for sale		100,007		—		100,007		—
Trading securities		92,161		—		92,161		—
Securities available for sale:
U.S. Treasuries		37,945		—		37,945		—
U.S. Government agencies		195,123		—		195,123		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,448,928		—		1,448,928		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		490,544		—		490,544		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,008,962		—		1,008,962		—
State and municipal obligations		952,702		—		952,702		—
Small Business Administration loan-backed securities		336,742		—		336,742		—
Corporate securities		27,318		—		27,318		—
Total securities available for sale		4,498,264		—		4,498,264		—
Mortgage servicing rights		88,904		—		—		88,904
SBA servicing asset		6,307		—		—		6,307
	$	4,970,679	$	—	$	4,875,468	$	95,211
Liabilities
Derivative financial instruments	$	955,347	$	—	$	955,347	$	—
December 31, 2023:
Assets
Derivative financial instruments	$	172,939	$	—	$	172,939	$	—
Loans held for sale		50,888		—		50,888		—
Trading securities		31,321		—		31,321		—
Securities available for sale:
U.S. Treasuries		73,890		—		73,890		—
U.S. Government agencies		224,706		—		224,706		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,558,306		—		1,558,306		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		527,422		—		527,422		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,024,170		—		1,024,170		—
State and municipal obligations		977,461		—		977,461		—
Small Business Administration loan-backed securities		371,686		—		371,686		—
Corporate securities		26,747		—		26,747		—
Total securities available for sale		4,784,388		—		4,784,388		—
Mortgage servicing rights		85,164		—		—		85,164
SBA servicing asset		5,952		—		—		5,952
	$	5,130,652	$	—	$	5,039,536	$	91,116
Liabilities
Derivative financial instruments	$	804,486	$	—	$	804,486	$	—

Fair Value Option

The Company has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. The Company also has opted for the fair value option for the SBA servicing asset, as it is the industry-preferred method for valuing such assets.

The following table summarizes the difference between the fair value and the unpaid principal balance of mortgage loans held for sale and the changes in fair value of these loans:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Fair value	$	100,007	$	50,888
Unpaid principal balance		97,136		49,025
Fair value less aggregated unpaid principal balance	$	2,871	$	1,863

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2024		2023		2024		2023		Income Statement Location
Mortgage loans held for sale	$	1,152	$	75	$	1,008	$	66	Mortgage banking income

Changes in Level 1, 2 and 3 Fair Value Measurements

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.

There were no changes in hierarchy classifications of Level 3 assets or liabilities for the six months ended June 30, 2024. A reconciliation of the beginning and ending balances of Level 3 assets and liabilities recorded at fair value on a recurring basis for the six months ended June 30, 2024, is as follows:

(Dollars in thousands)	MSRs
Fair value, January 1, 2024	$	85,164
Servicing assets that resulted from transfers of financial assets		4,533
Changes in fair value due to valuation inputs or assumptions		3,214
Changes in fair value due to decay		(4,007)
Fair value, June 30, 2024	$	88,904

In 2022, the Company elected to prospectively apply fair value accounting to the Company’s SBA servicing asset, which is considered a Level 3 asset. A reconciliation of the beginning and ending balances of the SBA servicing asset recorded at fair value on a recurring basis for the period ending June 30, 2024, is as follows:

(Dollars in thousands)	SBA Servicing Asset
Fair value, January 1, 2024	$	5,952
Servicing assets that resulted from transfers of financial assets		1,113
Changes in fair value due to decay		(956)
Changes in fair value due to valuation inputs or assumptions		198
Fair value, June 30, 2024	$	6,307

There were no unrealized losses included in accumulated other comprehensive income related to Level 3 financial assets and liabilities at June 30, 2024.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis:

			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024:
OREO	$	3,057	$	—	$	—	$	3,057
Bank properties held for sale		6,100		—		—		6,100
Individually evaluated loans		80,620		—		—		80,620
December 31, 2023:
OREO	$	837	$	—	$	—	$	837
Bank properties held for sale		12,401		—		—		12,401
Individually evaluated loans		73,518		—		—		73,518

For an individually evaluated loan, the fair value of collateral is measured based on appraisal or third-party valuation when the loan is placed on nonaccrual. For OREO and bank properties held for sale, the fair value is initially recorded based on external appraisals at the time of transfer. These assets recorded at fair value on a nonrecurring basis are updated on at least an annual basis.

Quantitative Information about Level 3 Fair Value Measurement

			Weighted Average Discount
			June 30,		December 31,
	Valuation Technique	Unobservable Input	2024		2023
Nonrecurring measurements:
Individually evaluated loans	Discounted appraisals and discounted cash flows	Collateral discounts	12	%	13	%
OREO and Bank properties held for sale	Discounted appraisals	Collateral discounts and estimated costs to sell	7	%	12	%

Fair Value of Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those models are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2024, and December 31, 2023. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Methods and assumptions used to estimate the fair value of each class of financial instruments are disclosed in Note 25 — Fair Value of our Annual Report on Form 10-K for the year ended December 31, 2023.

The estimated fair value, and related carrying amount, of our financial instruments are as follows:

	Carrying		Fair
(Dollars in thousands)	Amount		Value		Level 1		Level 2		Level 3
June 30, 2024
Financial assets:
Cash and cash equivalents	$	1,117,166	$	1,117,166	$	1,117,166	$	—	$	—
Trading securities		92,161		92,161		—		92,161		—
Investment securities		7,048,308		6,620,721		201,516		6,419,205		—
Loans held for sale		100,007		100,007		—		100,007		—
Loans, net of allowance for credit losses		32,762,266		31,609,083		—		—		31,609,083
Accrued interest receivable		159,862		159,862		—		25,803		134,059
Mortgage servicing rights		88,904		88,904		—		—		88,904
SBA servicing asset		6,307		6,307		—		—		6,307
Interest rate swap – non-designated hedge		182,802		182,802		—		182,802		—
Other derivative financial instruments (mortgage banking related)		2,234		2,234		—		2,234		—
Financial liabilities:
Deposits
Noninterest-bearing		10,374,464		10,374,464		—		10,374,464		—
Interest-bearing other than time deposits		22,144,872		22,144,872		—		22,144,872		—
Time deposits		4,579,066		4,540,610		—		4,540,610		—
Federal funds purchased and securities sold under agreements to repurchase		542,403		542,403		—		542,403		—
Corporate and subordinated debentures		391,719		385,136		—		385,136		—
Other borrowings		300,000		300,000		—		300,000		—
Accrued interest payable		55,343		55,343		—		55,343		—
Interest rate swap – non-designated hedge		955,347		955,347		—		955,347		—
Other derivative financial instruments (mortgage banking related)		—		—		—		—		—
December 31, 2023
Financial assets:
Cash and cash equivalents	$	998,877	$	998,877	$	998,877	$	—	$	—
Trading securities		31,321		31,321		—		31,321		—
Investment securities		7,463,871		7,061,167		192,043		6,869,124		—
Loans held for sale		50,888		50,888		—		50,888		—
Loans, net of allowance for credit losses		31,931,916		30,709,513		—		—		30,709,513
Accrued interest receivable		154,400		154,400		—		26,706		127,694
Mortgage servicing rights		85,164		85,164		—		—		85,164
SBA servicing asset		5,952		5,952		—		—		5,952
Interest rate swap – non-designated hedge		169,180		169,180		—		169,180		—
Other derivative financial instruments (mortgage banking related)		3,759		3,759		—		3,759		—
Financial liabilities:
Deposits
Noninterest-bearing		10,649,274		10,649,274		—		10,649,274		—
Interest-bearing other than time deposits		22,149,682		22,149,682		—		22,149,682		—
Time deposits		4,249,953		4,208,498		—		4,208,498		—
Federal funds purchased and securities sold under agreements to repurchase		489,185		489,185		—		489,185		—
Corporate and subordinated debentures		391,904		388,909		—		388,909		—
Other borrowings		100,000		100,000		—		100,000		—
Accrued interest payable		56,808		56,808		—		56,808		—
Interest rate swap – non-designated hedge		803,539		803,539		—		803,539		—
Other derivative financial instruments (mortgage banking related)		947		947		—		947		—

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Note 15 — Accumulated Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive loss, net of tax, were as follows:

			Unrealized Losses
	Benefit		on Securities
(Dollars in thousands)	Plans		Available for Sale		Total
Three Months Ended June 30, 2024
Balance at March 31, 2024	$	627	$	(623,621)	$	(622,994)
Other comprehensive income before reclassifications		—		2,783		2,783
Net comprehensive income		—		2,783		2,783
Balance at June 30, 2024	$	627	$	(620,838)	$	(620,211)
Three Months Ended June 30, 2023
Balance at March 31, 2023	$	(673)	$	(613,111)	$	(613,784)
Other comprehensive loss before reclassifications		—		(48,614)		(48,614)
Net comprehensive loss		—		(48,614)		(48,614)
Balance at June 30, 2023	$	(673)	$	(661,725)	$	(662,398)
Six Months Ended June 30, 2024
Balance at December 31, 2023	$	627	$	(583,163)	$	(582,536)
Other comprehensive loss before reclassifications		—		(37,675)		(37,675)
Net comprehensive loss		—		(37,675)		(37,675)
Balance at June 30, 2024	$	627	$	(620,838)	$	(620,211)
Six Months Ended June 30, 2023
Balance at December 31, 2022	$	(673)	$	(676,415)	$	(677,088)
Other comprehensive income before reclassifications		—		14,723		14,723
Amounts reclassified from accumulated other comprehensive loss		—		(33)		(33)
Net comprehensive income		—		14,690		14,690
Balance at June 30, 2023	$	(673)	$	(661,725)	$	(662,398)

The table below presents the reclassifications out of accumulated other comprehensive income (loss), net of tax:

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(Dollars in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Accumulated Other Comprehensive Income (Loss) Component	2024		2023		2024		2023		Income Statement Line Item Affected
Gains on sales of available for sale securities:
	$	—	$	—	$	—	$	(45)	Securities gains, net
		—		—		—		12	Provision for income taxes
		—		—		—		(33)	Net income
Total reclassifications for the period	$	—	$	—	$	—	$	(33)

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2024

Derivative Financial Instruments

Derivative Financial Instruments

Note 16 — Derivative Financial Instruments

The Company uses certain derivative instruments to meet the needs of customers as well as to manage the interest rate risk associated with certain transactions. The following table summarizes the derivative financial instruments used by the Company:

				June 30, 2024						December 31, 2023
	Balance Sheet	Notional		Estimated Fair Value				Notional		Estimated Fair Value
(Dollars in thousands)	Location	Amount		Gain		Loss		Amount		Gain		Loss
Fair value hedge of interest rate risk:
Pay fixed rate swap with counterparty	Other Assets	$	9,011	$	393	$	—	$	9,188	$	220	$	—
Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers	Other Assets and Other Liabilities		11,830,647		33,645		955,347		11,327,419		60,145		803,539
Matched interest rate swaps with counterparty (1)	Other Assets		11,732,649		148,765		—		11,235,952		108,820		—
Economic hedges of interest rate risk:
Pay floating rate swap with counterparty	Other Assets		1,716,000		(1)		—		1,660,000		(5)		—
Not designated hedges of interest rate risk – mortgage banking activities:
Contracts used to hedge mortgage servicing rights	Other Assets		122,000		500		—		142,000		2,605		—
Contracts used to hedge mortgage pipeline	Other Assets and Other Liabilities		153,500		1,734		—		77,500		1,154		947
Total derivatives		$	25,563,807	$	185,036	$	955,347	$	24,452,059	$	172,939	$	804,486

(1) The fair value of the interest rate swap derivative assets was reduced by $774.0 million in variation margin payments applicable to swaps centrally cleared through LCH and CME.

Balance Sheet Fair Value Hedge

As of June 30, 2024, and December 31, 2023, the Company maintained loan swaps, with an aggregate notional amount of $9.0 million and $9.2 million, respectively, accounted for as fair value hedges. The amortized cost basis of the loans being hedged were $9.5 million and $9.7 million, respectively, as of June 30, 2024, and December 31, 2023. This derivative protects us from interest rate risk caused by changes in the SOFR curve in relation to a certain designated fixed rate loan. The derivative converts the fixed rate loan to a floating rate. Settlement occurs in any given period where there is a difference in the stated fixed rate and variable rate and the difference is recorded in net interest income. The fair value of this hedge is recorded in either other assets or in other liabilities depending on the position of the hedge with the offset recorded in loans.

Non-designated Hedges of Interest Rate Risk

Customer Swap

The Company maintains interest rate swap contracts with loan customers of respondent bank customers of the Correspondent Banking Division, in addition to loan customers of the Bank, that are classified as non-designated hedges and are not speculative in nature. These agreements are designed to convert customers’ variable rate loans with the Company and respondent bank customers to fixed rate. These interest rate swaps are executed with loan customers to facilitate a respective risk management strategy and allow the customer to pay a fixed rate of interest to the Company. These interest rate swaps are simultaneously hedged by executing offsetting interest rate swaps with unrelated market counterparties to minimize the net risk exposure to the Company resulting from the transactions and allow the Company to receive a variable rate of interest. The interest rate swaps pay and receive interest based on a one-month SOFR floating rate plus a credit spread, with payments being calculated on the notional amount.

The variation margin settlement payment and the related derivative instruments fair value are considered a single unit of account for accounting and financial reporting purposes. Depending on the net position of the swaps with LCH and CME, the fair value, net of the variation margin, is reported in Derivative Assets or Derivative Liabilities on the Consolidated Balance Sheets. In addition, the expense or income attributable to the variation margin for the centrally cleared swaps with LCH and CME is reported in Noninterest Income, specifically within Correspondent and Capital Markets Income. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of June 30, 2024, and December 31, 2023, the interest rate swaps had an aggregate notional amount of approximately $23.6 billion and $22.6 billion, respectively. At June 30, 2024, the fair value of the interest rate swap derivatives is recorded in Other Assets at $182.4 million and in Other Liabilities at $955.3 million. The fair value of derivative assets at June 30, 2024, was reduced by $774.0 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. At December 31, 2023, the fair value of the interest rate swap derivatives was recorded in Other Assets at $169.0 million and Other Liabilities at $803.5 million. The fair value of derivative assets at December 31, 2023, was reduced by $635.3 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. All changes in fair value are recorded through earnings within Correspondent and Capital Markets Income, a component of Noninterest Income on the Consolidated Statements of Income. There was a net gain of $273,000 and $386,000 recorded on these derivatives for the three and six months ended June 30, 2024, respectively. There was a net loss of $84,000 and a net gain of $12,000 recorded on these derivatives for the three and six months ended June 30, 2023, respectively. As of June 30, 2024, we provided $270.4 million of cash collateral on the customer swaps, which is included in Cash and Cash Equivalents on the Consolidated Balance Sheets as Deposits in Other Financial Institutions (Restricted Cash). We also provided $96.4 million in investment securities at market value as collateral on the customer swaps which is included in Investment Securities – available for sale on the Consolidated Balance Sheets. Counterparties provided $59.9 million of cash collateral to the Company to secure swap asset positions that were not centrally cleared, which is included in Interest-bearing Deposits within Total Liabilities on the Consolidated Balance Sheets.

Balance Sheet Economic Hedge

During the third quarter of 2023, management began executing a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s Assumable Rate Conversion (“ARC”) program and its transition from LIBOR to SOFR after June 30, 2023. The Company is required to execute the correspondent side of its back-to-back swaps with customers with the central clearinghouses (CME or LCH). Term SOFR was not available to execute through CME and LCH, and therefore, management elected to convert to the CME-eligible daily SOFR. Because many of the respondent bank customers converted to Term SOFR, this created interest rate basis risk. To address this risk, monthly interest rate hedges were executed to minimize the impact of accrual mismatches between the monthly Term SOFR used by the customer and the daily SOFR rates used by the central clearinghouses.

As of June 30, 2024, the Company maintained an aggregate notional amount of $1.7 billion short-term interest rate hedges that were accounted for as economic hedges. As noted above, the derivatives protect the Company from interest rate risk caused by changes in the term and daily SOFR accrual mismatches. The fair value of these hedges is recorded in either Other Assets or in Other Liabilities depending on the position of the hedge with the offset recorded in Correspondent Banking and Capital Market Income, a component of Noninterest Income on the Consolidated Statements of Income. There was a net loss of $1,000 for these derivatives for the three and six months ended June 30, 2024. There was a net loss of $5,000 for these derivatives for the year ended December 31, 2023.

Foreign Exchange

The Company may enter into foreign exchange contracts with customers to accommodate their need to convert certain foreign currencies into U.S. Dollars. To offset the foreign exchange risk, the Company may enter into substantially identical agreements with an unrelated market counterparty to hedge these foreign exchange contracts. If there were foreign currency contracts outstanding at June 30, 2024, the fair value of these contracts would be included in Other Assets and Other Liabilities in the accompanying Consolidated Balance Sheets. All changes in fair value are recorded as other noninterest income. There was no gain or loss recorded related to the foreign exchange derivative for the three and six months ended June 30, 2024 and 2023.

Mortgage Banking

The Company also has derivatives contracts that are not classified as accounting hedges to mitigate risks related to the Company’s mortgage banking activities. These instruments may include financial forwards, futures contracts, and options written and purchased, which are used to hedge MSRs; while forward sales commitments are typically used to hedge the mortgage pipeline. Such instruments derive their cash flows, and therefore their values, by reference to an underlying instrument, index or referenced interest rate. The Company does not elect hedge accounting treatment for any of these derivative instruments and as a result, changes in fair value of the instruments (both gains and losses) are recorded in the Company’s Consolidated Statements of Income in Mortgage Banking Income.

Mortgage Servicing Rights (“MSRs”)

Derivatives contracts related to MSRs are used to help offset changes in fair value and are written in amounts referred to as notional amounts. Notional amounts provide a basis for calculating payments between counterparties but do not represent amounts to be exchanged between the parties and are not a measure of financial risk. On June 30, 2024, we had derivative financial instruments outstanding with notional amounts totaling $122.0 million related to MSRs, compared to $142.0 million on December 31, 2023. The estimated net fair value of the open contracts related to the MSRs was recorded as a gain of $500,000 at June 30, 2024, compared to a gain of $2.6 million at December 31, 2023.

Mortgage Pipeline

The following table presents our notional value of forward sale commitments and the fair value of those obligations along with the fair value of the mortgage pipeline related to the held for sale portfolio:

(Dollars in thousands)	June 30, 2024		December 31, 2023
Mortgage loan pipeline	$	122,560	$	65,051
Expected closures		107,901		54,993
Fair value of mortgage loan pipeline commitments		1,621		1,154
Forward sales commitments		153,500		77,500
Fair value of forward commitments		113		(947)

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Capital Ratios

6 Months Ended

Jun. 30, 2024

Capital Ratios

Capital Ratios

Note 17 — Capital Ratios

The Company is subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.

Under current regulations, the Company and the Bank are subject to a minimum required 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%.

In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of CET1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets.

The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.

The following table presents actual and required capital ratios as of June 30, 2024, and December 31, 2023, for the Company and the Bank under the current capital rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations.

									Required to be
					Minimum Capital				Considered Well
	Actual				Required – Basel III				Capitalized
(Dollars in thousands)	Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2024:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	4,310,341	12.08	%	$	2,498,327	7.00	%	$	2,319,875	6.50	%
SouthState Bank (the Bank)		4,595,267	12.89	%		2,495,283	7.00	%		2,317,048	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		4,310,341	12.08	%		3,033,683	8.50	%		2,855,231	8.00	%
SouthState Bank (the Bank)		4,595,267	12.89	%		3,029,986	8.50	%		2,851,752	8.00	%
Total capital to risk-weighted assets:
Consolidated		5,149,924	14.43	%		3,747,490	10.50	%		3,569,038	10.00	%
SouthState Bank (the Bank)		5,044,736	14.15	%		3,742,924	10.50	%		3,564,690	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		4,310,341	9.72	%		1,774,222	4.00	%		2,217,778	5.00	%
SouthState Bank (the Bank)		4,595,267	10.36	%		1,773,701	4.00	%		2,217,126	5.00	%
December 31, 2023:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	4,159,187	11.75	%	$	2,476,926	7.00	%	$	2,300,003	6.50	%
SouthState Bank (the Bank)		4,424,466	12.52	%		2,473,961	7.00	%		2,297,250	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		4,159,187	11.75	%		3,007,696	8.50	%		2,830,773	8.00	%
SouthState Bank (the Bank)		4,424,466	12.52	%		3,004,096	8.50	%		2,827,384	8.00	%
Total capital to risk-weighted assets:
Consolidated		4,983,012	14.08	%		3,715,389	10.50	%		3,538,466	10.00	%
SouthState Bank (the Bank)		4,858,292	13.75	%		3,710,942	10.50	%		3,534,230	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		4,159,187	9.42	%		1,765,295	4.00	%		2,206,619	5.00	%
SouthState Bank (the Bank)		4,424,466	10.03	%		1,764,736	4.00	%		2,205,921	5.00	%

As of June 30, 2024, and December 31, 2023, the capital ratios of the Company and the Bank were well in excess of the minimum regulatory requirements and exceeded the thresholds for the “well capitalized” regulatory classification.

With the implementation of ASU 2016-13 in January 2020, the Company recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects from ASU 2016-13 at adoption, the standard included a transitional method option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in. In March 2020, in response to the COVID-19 pandemic, the regulatory agencies provided an additional transitional method option of a two-year deferral for the start of the three-year phase-in of the recognition of the adoption date effects of ASU 2016-13 along with an option to defer the current impact on regulatory capital calculations of ASU 2016-13 during the first two years (“5-year method”). Under this 5-year method, the Company would recognize an estimate of the previous incurred loss method for determining the allowance for credit losses in regulatory capital calculations and the difference from the CECL method would be deferred for two years. After two years, the effects from adoption date and the deferral difference from the first two years of applying CECL would be phased-in over three years using the straight-line method. The regulatory rules provided a one-time opportunity at the end of the first quarter of 2020 for covered banking organizations to choose its transition option for CECL. The Company chose the 5-year method and is deferring the recognition of the effects from adoption date and the CECL difference from the first two years of application. This amount was fixed as of December 31, 2021, and that amount began the three-year phase out in the first quarter of 2022 with 25% being phased out in 2024.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Note 18 — Goodwill and Other Intangible Assets

The carrying amount of goodwill was $1.9 billion at June 30, 2024, and December 31, 2023. The Company’s other intangible assets, consisting of core deposit intangibles, noncompete intangibles, and client list intangibles are included on the face of the balance sheet.

The Company last completed its annual valuation of the carrying value of its goodwill as of October 31, 2023, and determined there was no impairment of the Company’s goodwill. Management continues to monitor the impact of market conditions on the Company’s business, operating results, cash flows and/or financial condition.

The following is a summary of gross carrying amounts and accumulated amortization of other intangible assets:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Gross carrying amount	$	275,108	$	274,753
Accumulated amortization		(197,719)		(185,977)
	$	77,389	$	88,776

Amortization expense totaled $5.7 million and $11.7 million, for the three and six months ended June 30, 2024, compared to $7.0 million and $14.3 million for the three and six months ended June 30, 2023.  Other intangibles are amortized using either the straight-line method or an accelerated basis over their estimated useful lives, with lives generally between two and 15 years.  

The Company applies fair value accounting to the Company’s SBA servicing asset. The change in fair value of the SBA servicing asset is recorded in SBA Income, a component of Noninterest Income on the Consolidated Statements of Income, during each applicable reporting period.  As a result of the fair value accounting treatment, the Company does not amortize the SBA servicing asset and therefore excludes the SBA servicing asset from the future amortization expense table presented below.  The fair value of the SBA servicing asset was $6.3 million and $6.0 million, respectively, at June 30, 2024, and December 31, 2023.  The fair value of the SBA servicing asset is included in Core Deposit and Other Intangibles on the Consolidated Balance Sheets.

Estimated amortization expense for other intangibles for each of the next five quarters is as follows:

(Dollars in thousands)
Quarter ending:
September 30, 2024	$	5,327
December 31, 2024		5,326
March 31, 2025		5,100
June 30, 2025		4,836
September 30, 2025		4,419
Thereafter		46,074
	$	71,082

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Mortgage Loan Servicing, Origination, and Loans Held for Sale

6 Months Ended

Jun. 30, 2024

Mortgage Loan Servicing, Origination, and Loans Held for Sale

Mortgage Loan Servicing, Origination, and Loans Held for Sale

Note 19 — Mortgage Loan Servicing, Origination, and Loans Held for Sale

The portfolio of residential mortgages serviced for others, which is not included in the accompanying Consolidated Balance Sheets the portfolio of residential mortgages serviced for others, was $6.7 billion and $6.6 billion, respectively, as of June 30, 2024, and December 31, 2023. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts and disbursing payments to investors. The amounts of contractually specified servicing fees we earned during the three and six months ended June 30, 2024, and June 30, 2023, were $4.3 million, $8.4 million, $4.2 million, and $8.3 million, respectively. Servicing fees are recorded in Mortgage Banking Income in our Consolidated Statements of Income.

At June 30, 2024, and December 31, 2023, MSRs were $88.9 million and $85.2 million on our Consolidated Balance Sheets, respectively. MSRs are recorded at fair value with changes in fair value recorded as a component of Mortgage Banking Income in the Consolidated Statements of Income. The market value adjustments related to MSRs recorded in Mortgage Banking Income for the three and six months ended June 30, 2024 and June 30, 2023 were gains of $830,000 and $3.2 million, compared with gains of $2.0 million and $688,000, respectively. The Company has used various free standing derivative instruments to mitigate the income statement effect of changes in fair value resulting from changes in market value adjustments, in addition to changes in valuation inputs and assumptions related to MSRs.

See Note 14 — Fair Value for the changes in fair value of MSRs. The following table presents the changes in the fair value of the MSR and offsetting hedge.

	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Increase in fair value of MSRs	$	830	$	1,977	$	3,214	$	688
Decay of MSRs		(2,566)		(2,385)		(4,007)		(3,793)
Loss related to derivatives		(1,424)		(2,264)		(4,004)		(2,119)
Net effect on Consolidated Statements of Income	$	(3,160)	$	(2,672)	$	(4,797)	$	(5,224)

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent third-party appraisals. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of the MSR. Measurement of fair value is limited to the conditions existing, and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if applied at a different time. See Note 14 — Fair Value for additional information regarding fair value.

The characteristics and sensitivity analysis of the MSRs are included in the following table:

	June 30,			December 31,
(Dollars in thousands)	2024			2023
Composition of residential loans serviced for others
Fixed-rate mortgage loans		100.0	%		100.0	%
Adjustable-rate mortgage loans		—	%		—	%
Total		100.0	%		100.0	%
Weighted average life		8.02	years		8.03	years
Constant Prepayment rate (CPR)		7.0	%		7.0	%
Estimated impact on fair value of a 10% increase	$	(504)		$	(522)
Estimated impact on fair value of a 20% increase		(1,022)			(1,014)
Estimated impact on fair value of a 10% decrease		504			551
Estimated impact on fair value of a 20% decrease		1,018			1,128
Weighted average discount rate		10.9	%		10.7	%
Estimated impact on fair value of a 10% increase	$	(3,081)		$	(3,270)
Estimated impact on fair value of a 20% increase		(6,173)			(6,458)
Estimated impact on fair value of a 10% decrease		2,938			3,242
Estimated impact on fair value of a 20% decrease		5,550			6,283
Effect on fair value due to change in interest rates
25 basis point increase	$	1,621		$	1,647
50 basis point increase		3,078			3,189
25 basis point decrease		(1,758)			(1,723)
50 basis point decrease		(3,623)			(3,501)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the residential MSRs is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by the Company would serve to reduce the estimated impacts to fair value included in the table above.

Whole loan sales were $282.6 million and $505.3 million for the three and six months ended June 30, 2024, compared to $249.3 million and $408.7 million for the three and six months ended June 30, 2023. For the three and six months ended June 30, 2024, $205.9 million and $366.6 million, or 72.9% and 72.6%, respectively, were sold with the servicing rights retained by the Company, compared to $201.1 million and $324.1 million, or 80.7% and 79.3%, respectively, for the three and six months ended June 30, 2023.

The Company retains no beneficial interests in these sales but may retain the servicing rights for the loans sold. The risks related to the sold loans with the retained servicing rights due to a representation or warranty violation such as noncompliance with eligibility or servicing requirements, or customer fraud, that should have been identified in a loan file review are disclosed in Note 1 — Summary of Significant Accounting Policies, under the “Loans Held for Sale” section, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company is obligated to subsequently repurchase a loan if such representation or warranty violation is identified by the purchaser. The aggregated principal balances of loans repurchased for the six months ended June 30, 2024, and 2023 were approximately $1.2 million and $975,000 respectively. There were approximately $52,000 in loss reimbursement and settlement claims paid in the six months ended June 30, 2024. There were no material loss reimbursement and settlement claims paid in the six months ended June 30, 2023.

Loans held for sale have historically been comprised of residential mortgage loans awaiting sale in the secondary market, which generally settle in 15 to 45 days. Loans held for sale were $100.0 million and $50.9 million at June 30, 2024, and December 31, 2023, respectively. Please see Note 14 — Fair Value, under the “Fair Value Option”, section in this Quarterly Report on Form 10-Q for summary of the fair value and the unpaid principal balance of loans held for sale and the changes in fair value of these loans.

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Short-Term Borrowings

6 Months Ended

Jun. 30, 2024

Short-Term Borrowings

Short-Term Borrowings

Note 20 — Short-Term Borrowings

Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)

Repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. Repurchase agreements are subject to terms and conditions of the master repurchase agreements between the Company and the client and are accounted for as secured borrowings. Repurchase agreements are included in Securities Sold Under Agreements to Repurchase on the Consolidated Balance Sheets. At June 30, 2024, and December 31, 2023, our repurchase agreements totaled $254.4 million and $241.0 million, respectively. All of our repurchase agreements were overnight or continuous (until-further-notice) agreements at June 30, 2024, and December 31, 2023. These borrowings were collateralized with government, government-sponsored enterprise, or state and political subdivision-issued securities with a carrying value of $389.3 million and $410.4 million at June 30, 2024, and December 31, 2023, respectively. Declines in the value of the collateral would require us to increase the amounts of securities pledged.

Federal Funds Purchased

Federal funds purchased are generally overnight daily borrowings with no defined maturity date. At June 30, 2024, and December 31, 2023, our federal funds purchased totaled $288.0 million and $248.2 million, respectively.

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Borrowing

The Company has from time-to-time entered into borrowing agreements with the FHLB and FRB. Borrowings under these agreements are collateralized by stock in the FHLB, qualifying first and second mortgage residential loans, investment securities, and commercial real estate loans under a blanket-floating lien.

As of June 30, 2024, and December 31, 2023, the Company had $300.0 and $100.0 million, respectively, of outstanding FHLB borrowings. Net eligible loans of the Company pledged via a blanket lien to the FHLB for advances and letters of credit at June 30, 2024, were approximately $11.3 billion (collateral value of $6.4 billion) and investment securities and cash pledged were approximately $196.7 million (collateral value of $166.8 million). This allows the Company a total borrowing capacity at the FHLB of approximately $6.6 billion. After accounting for letters of credit totaling $2.9 million and short-term FHLB borrowings of $300.0 million outstanding, the Company had unused net credit available with the FHLB in the amount of approximately $6.3 billion at June 30, 2024. The Company also has a total borrowing capacity at the FRB of $1.8 billion at June 30, 2024, secured by a blanket lien on $2.6 billion (collateral value of $1.8 billion) in net eligible loans of the Company. The Company had no outstanding borrowings with the FRB at June 30, 2024, or December 31, 2023.

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Stock Repurchase Program

6 Months Ended

Jun. 30, 2024

Stock Repurchase Program

Stock Repurchase Program

Note 21 — Stock Repurchase Program

On April 27, 2022, the Company’s Board of Directors approved a stock repurchase program (“2022 Stock Repurchase Program”) authorizing the Company to repurchase up to 3,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the Company’s 2021 stock repurchase program (“2021 Stock Repurchase Plan”) for a total authorization of 4,120,021 shares. The Company did not repurchase any shares pursuant to the 2022 Stock Repurchase Program during the second quarter of 2024. During the six months ended June 30, 2024, the Company repurchased a total of 100,000 shares at a weighted average price of $79.85 per share. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.48 per share pursuant to the 2022 Stock Repurchase Program.

The Company repurchased 97,363 and 98,093 shares at a cost of $8.1 million and $7.0 million, respectively, during the six months ended June 30, 2024, and 2023 under other arrangements whereby directors or officers surrender shares to the Company to cover the option cost for stock option exercises or tax liabilities resulting from the vesting of restricted stock awards or restricted stock units.

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Investments in Qualified Affordable Housing Projects

6 Months Ended

Jun. 30, 2024

Investments in Qualified Affordable Housing Projects

Investments in Qualified Affordable Housing Projects

Note 22 — Investments in Qualified Affordable Housing Projects

The Company has investments in qualified affordable housing projects (“QAHPs”) that provide low-income housing tax credits (“LIHTC”) and operating loss benefits over an extended period. Effective January 1, 2024, the Company adopted ASU No. 2023-02 and began to apply the proportional amortization method of accounting for its QAHPs. Prior to the adoption of ASU No. 2023-02, the Company applied the equity method of accounting for its QAHPs. For the three and six months ended June 30, 2024, the Company recorded $3.8 million and $7.7 million, respectively, in tax credits and other tax benefits and $3.5 million and $6.9 million, respectively, of amortization attributable to the QAHPs within Provision for Income Taxes on its Consolidated Statement of Income. For the three and six months ended June 30, 2023, the Company recorded $3.6 million and $7.2 million, respectively, of tax credits and other tax benefits within Provision for Income Taxes and amortization of $2.1 million and $4.1 million, respectively, within Other Noninterest Expense on the Consolidated Statement of Income. At June 30, 2024, and December 31, 2023, the Company’s carrying value of QAHPs was $85.0 million and $101.8 million, respectively, recorded in Other Assets on the Consolidated Balance Sheet. The Company had $11.3 million and $12.5 million in remaining funding obligations related to these QAHPs recorded in Other Liabilities on the Consolidated Balance Sheets at June 30, 2024, and December 31, 2023, respectively. For the remaining funding obligations at June 30, 2024, approximately 91% are expected to be funded by 2026. For more information on the adoption of ASU 2023-02, refer to Recent Accounting and Regulatory Pronouncements under Note 3 — Recent Accounting and Regulatory Pronouncements.

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Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events

Subsequent Events

Note 23 — Subsequent Events

On July 24, 2024, the Company announced that the Board of Directors of the Company increased its quarterly cash dividend on its common stock from $0.52 per share to $0.54 per share. The dividend is payable on August 16, 2024, to shareholders of record as of August 9, 2024.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 132,370	$ 123,447	$ 247,426	$ 263,373

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Loans

Loans

Loans that management has originated and has the intent and ability to hold for the foreseeable future or until maturity or pay off generally are reported at their unpaid principal balances, less unearned income and net of any deferred loan fees and costs, including unamortized fair value discount or premium. Unearned income on installment loans is recognized as income over the terms of the loans by methods that generally approximate the interest method. Interest on other loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. If the loan is prepaid, the remaining unamortized fees and costs are charged or credited to interest income. Amortization ceases for non-accrual loans.

We place loans on nonaccrual once reasonable doubt exists about the collectability of all principal and interest due. Generally, this occurs when principal or interest is 90 days or more past due, unless the loan is well secured and in the process of collection and excludes factored receivables. For factored receivables, which are commercial trade credits rather than promissory notes, the Company’s practice, in most cases, is to charge-off unpaid recourse receivables when they become 90 days past due from the invoice due date and the non-recourse receivables when they become 120 days past due from the statement due date. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

A loan is evaluated individually for loss when it is on nonaccrual and has a net book balance over $1 million. Large pools of homogeneous loans are collectively evaluated for loss and reserved at the pool level. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as nonaccrual, provided that management expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of delay.

Allowance for Credit Losses ("ACL") - Investment Securities

Allowance for Credit Losses (“ACL”) – Investment Securities

Management monitors the held to maturity securities portfolio to determine whether a valuation account should be recorded. Management evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value at least quarterly, and more frequently when economic or market concerns warrant such evaluation. The Company’s methodology on how the ACL is calculated is disclosed in Note 1 — Summary of Significant Accounting Policies, under the “ACL – Investment Securities” section, of our Annual Report for the year ended December 31, 2023. As of June 30, 2024, and December 31, 2023, the Company had $2.4 billion and $2.5 billion, respectively, of held to maturity securities and no related valuation account.

The Company follows its nonaccrual policy by reversing interest income in the income statement when the Company determines the interest for held to maturity securities is uncollectible. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable. As of June 30, 2024, and December 31, 2023, the accrued interest receivables for all investment securities recorded in Other Assets were $25.8 million and $26.5 million, respectively.

ACL – Loans and Certain Off-Balance-Sheet Credit Exposures

The ACL for loans held for investment reflects management’s estimate of credit losses that will result from the inability of our borrowers to make required loan payments. The Company makes adjustments to the ACL by recording a provision for or recovery of credit losses through earnings. Loans charged off are recorded as reductions to the ACL on the balance sheet and subsequent recoveries of loan charge-offs are recorded as increases to the ACL when they are received.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality, or term, as well as for changes in macroeconomic conditions, such as changes in unemployment rates, gross domestic product, property values, or other relevant factors. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected losses may result in a range of expected losses. The Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected losses.

The Company generally uses an eight-quarter forecast period, based on a single forecast scenario or a blend of multiple forecast scenarios, using variables management believes are most relevant to each portfolio segment. For periods beyond which management is able to develop reasonable and supportable forecasts, the Company reverts to the average historical loss rate, reflecting historical default probabilities and loss severities, using a reversion speed that approximates four quarters. The forecast period and scenarios used are reviewed on a quarterly basis and may be adjusted based on management's view of the current economic conditions and level of predictability the forecast can provide.

While quantitative allowance methodologies strive to reflect all risk factors, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Imprecision exists in the estimation process due to the inherent time lag between obtaining information, performing the calculation, as well as variations between estimates and actual outcomes. As a result, amounts determined under the methodologies described above are adjusted by management to consider the potential impact of other qualitative factors not captured in the quantitative model adjustments which include, but are not limited to, the following: imprecision or conditions not captured in economic scenario assumptions, emerging risks related to either changes in the internal or external environment that are affecting specific portfolios, trends in loan or portfolio level credit metrics not captured in quantitative modeling, or model imprecision adjustments. The consideration of these items results in adjustments to allowance amounts included in the Company’s allowance for credit losses for each loan portfolio.

The Company’s ACL is calculated using collectively evaluated and individually evaluated loans. Even though portions of the allowance may be allocated to specific loans or pools of loans, the entire allowance is available for any credit that, in management’s judgment, should be charged off.

Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications. Loans modified to a borrower experiencing financial difficulty are reviewed by the Bank to determine if an interest rate reduction, a term extension, an other-than-insignificant payment delay, a principal forgiveness, or any combination of these has occurred.

The ACL includes expected losses from modifications of receivables to borrowers experiencing financial difficulty. Losses on modifications of non-accrual loans over $1 million to borrowers experiencing financial difficulty are estimated on an individual basis. Because the effect of the remainder of modifications made to borrowers experiencing financial difficulty is already incorporated into the measurement methodologies used to estimate the allowance, they are accounted for as pooled loans.

For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the Provision for Credit Losses in the Consolidated Statements of Income. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of June 30, 2024, and December 31, 2023, the accrued interest receivables for loans recorded in Other Assets were $132.7 million and $127.0 million, respectively.

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. The expected losses associated with these exposures within the unfunded portion of the expected credit loss are recorded as a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on internal historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of June 30, 2024, and December 31, 2023, the liabilities recorded for expected credit losses on unfunded commitments were $50.2 million and $56.3 million, respectively. The current adjustment to the reserve for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income.

The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the pool-basis allowance and in reserves assigned on an individual basis as the collectability of classified loans is evaluated with new information. As the Company’s portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to the Audit and Risk Committees of the Board of Directors for their review. The committees report to the board as part of the board's quarterly review of the Company’s consolidated financial statements.

Reclassification and Correction

Reclassification and Correction

Certain amounts previously reported have been reclassified to conform to the current quarter’s presentation. Such reclassifications had no effect on net income and shareholders’ equity.

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Investment Securities (Tables)

6 Months Ended

Jun. 30, 2024

Investment Securities

Schedule of amortized cost and fair value of investment securities held to maturity

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
June 30, 2024:
U.S. Government agencies	$	147,270	$	—	$	(24,781)	$	122,489
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,370,142		—		(243,434)		1,126,708
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		428,468		—		(73,856)		354,612
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		351,181		—		(74,117)		277,064
Small Business Administration loan-backed securities		51,467		—		(11,399)		40,068
	$	2,348,528	$	—	$	(427,587)	$	1,920,941
December 31, 2023:
U.S. Government agencies	$	197,267	$	—	$	(24,607)	$	172,660
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,438,102		—		(227,312)		1,210,790
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		444,883		—		(68,139)		376,744
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		354,055		—		(71,327)		282,728
Small Business Administration loan-backed securities		53,133		—		(11,319)		41,814
	$	2,487,440	$	—	$	(402,704)	$	2,084,736

Schedule of amortized cost and fair value of investment securities available for sale

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
June 30, 2024:
U.S. Treasuries	$	38,098	$	—	$	(153)	$	37,945
U.S. Government agencies		216,148		—		(21,025)		195,123
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,735,232		125		(286,429)		1,448,928
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		592,712		5		(102,173)		490,544
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,207,592		595		(199,225)		1,008,962
State and municipal obligations		1,124,430		1		(171,729)		952,702
Small Business Administration loan-backed securities		379,899		64		(43,221)		336,742
Corporate securities		30,509		—		(3,191)		27,318
	$	5,324,620	$	790	$	(827,146)	$	4,498,264
December 31, 2023:
U.S. Treasuries	$	74,720	$	—	$	(830)	$	73,890
U.S. Government agencies		246,089		—		(21,383)		224,706
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,822,104		294		(264,092)		1,558,306
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		626,735		—		(99,313)		527,422
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,217,125		1,516		(194,471)		1,024,170
State and municipal obligations		1,129,750		2		(152,291)		977,461
Small Business Administration loan-backed securities		413,950		86		(42,350)		371,686
Corporate securities		30,533		—		(3,786)		26,747
	$	5,561,006	$	1,898	$	(778,516)	$	4,784,388

Schedule of amortized cost and carrying value of other investment securities

	Carrying
(Dollars in thousands)	Value
June 30, 2024:
Federal Home Loan Bank stock	$	32,336
Federal Reserve Bank stock		150,261
Investment in unconsolidated subsidiaries		3,563
Other nonmarketable investment securities		15,356
	$	201,516
December 31, 2023:
Federal Home Loan Bank stock	$	22,836
Federal Reserve Bank stock		150,261
Investment in unconsolidated subsidiaries		3,563
Other nonmarketable investment securities		15,383
	$	192,043

Schedule of amortized cost and fair value of debt and equity securities by contractual maturity

	Securities				Securities
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	14,365	$	14,057	$	143,274	$	141,624
Due after one year through five years		36,511		32,483		306,612		285,442
Due after five years through ten years		456,439		389,368		1,239,040		1,063,459
Due after ten years		1,841,213		1,485,033		3,635,694		3,007,739
	$	2,348,528	$	1,920,941	$	5,324,620	$	4,498,264

Schedule of securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position

	Less Than				Twelve Months
	Twelve Months				or More
	Gross Unrealized		Fair		Gross Unrealized		Fair
(Dollars in thousands)	Losses		Value		Losses		Value
June 30, 2024:
Securities Held to Maturity
U.S. Government agencies	$	—	$	—	$	24,781	$	122,489
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		243,434		1,126,708
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		73,856		354,612
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		74,117		277,064
Small Business Administration loan-backed securities		—		—		11,399		40,068
	$	—	$	—	$	427,587	$	1,920,941
Securities Available for Sale
U.S. Treasuries (1)	$	—	$	10,834	$	153	$	24,815
U.S. Government agencies		—		—		21,025		195,123
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		136		8,848		286,293		1,430,209
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		102,173		489,387
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		106		16,816		199,119		920,215
State and municipal obligations		1,860		20,142		169,869		930,359
Small Business Administration loan-backed securities		2		704		43,219		317,384
Corporate securities		13		485		3,178		26,833
	$	2,117	$	57,829	$	825,029	$	4,334,325
December 31, 2023:
Securities Held to Maturity
U.S. Government agencies	$	—	$	—	$	24,607	$	172,660
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		227,312		1,210,790
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		68,139		376,745
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		—		—		71,327		282,728
Small Business Administration loan-backed securities		—		—		11,319		41,814
	$	—	$	—	$	402,704	$	2,084,737
Securities Available for Sale
U.S. Treasuries	$	—	$	—	$	830	$	73,890
U.S. Government agencies		—		—		21,383		224,706
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		122		9,358		263,970		1,539,208
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		—		—		99,313		527,422
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		91		7,959		194,380		955,059
State and municipal obligations		177		6,340		152,114		967,305
Small Business Administration loan-backed securities		128		42,447		42,222		304,770
Corporate securities		18		480		3,768		26,267
	$	536	$	66,584	$	777,980	$	4,618,627

(1) The U.S. Treasury securities in a continuous unrealized losses position for less than twelve months at June 30, 2024, had a combined gross unrealized loss total of less than $1,000.

Schedule of trading securities

	June 30,		December 31,
(Dollars in thousands)	2024		2023
U.S. Treasuries	$	20,500	$	—
U.S. Government agencies		10,220		1,537
Residential mortgage pass-through securities issued or guaranteed by U.S.
government agencies or sponsored enterprises		28,838		14,461
Other residential mortgage issued or guaranteed by U.S. government
agencies or sponsored enterprises		1,865		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		2,782		—
State and municipal obligations		26,134		14,620
Other debt securities		1,822		703
	$	92,161	$	31,321

Summary of net losses on trading securities

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Net gains (losses) on sales transaction	$	170	$	7	$	224	$	(40)
Net mark to mark losses		(323)		(195)		(311)		(201)
Net losses on trading securities	$	(153)	$	(188)	$	(87)	$	(241)

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Loans (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Loans

Summary of loans

The following is a summary of total loans:

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Loans:
Construction and land development (1)	$	2,592,307	$	2,923,514
Commercial non-owner-occupied		9,106,816		8,571,634
Commercial owner-occupied real estate		5,522,978		5,497,671
Consumer owner-occupied (2)		6,969,340		6,595,005
Home equity loans		1,471,384		1,398,445
Commercial and industrial		5,769,838		5,504,539
Other income producing property		624,957		656,334
Consumer		1,175,135		1,233,650
Other loans		1,809		7,697
Total loans		33,234,564		32,388,489
Less allowance for credit losses		(472,298)		(456,573)
Loans, net	$	32,762,266	$	31,931,916

(1) Construction and land development includes loans for both commercial construction and development, as well as loans for 1-4 family construction and lot loans.

(2) Consumer owner-occupied real estate includes loans on both 1-4 family owner-occupied property, as well as loans collateralized by 1-4 family owner-occupied property with a business intent.

Schedule of credit risk profile by risk grade of loans

The following tables present the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending June 30, 2024:

		Term Loans
(Dollars in thousands)		Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Construction and land development
Risk rating:
Pass	$	125,752	$	519,137	$	1,100,600	$	128,693	$	10,082	$	17,056	$	48,633	$	1,949,953
Special mention		733		1,682		30,311		48,402		—		341		—		81,469
Substandard		47		—		15,225		765		—		608		—		16,645
Doubtful		—		—		—		—		1		5		—		6
Total Construction and land development	$	126,532	$	520,819	$	1,146,136	$	177,860	$	10,083	$	18,010	$	48,633	$	2,048,073
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	74	$	2,088	$	—	$	2,162
Commercial non-owner-occupied
Risk rating:
Pass	$	346,456	$	849,321	$	2,566,851	$	1,932,908	$	620,771	$	1,995,747	$	96,578	$	8,408,632
Special mention		247		17,986		54,393		92,173		8,646		12,503		92		186,040
Substandard		39,486		43,684		139,358		77,253		82,625		129,737		—		512,143
Doubtful		—		—		—		1		—		—		—		1
Total Commercial non-owner-occupied	$	386,189	$	910,991	$	2,760,602	$	2,102,335	$	712,042	$	2,137,987	$	96,670	$	9,106,816
Commercial non-owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	176	$	—	$	71	$	—	$	247
Commercial Owner-Occupied
Risk rating:
Pass	$	261,676	$	574,218	$	1,024,957	$	1,044,146	$	608,433	$	1,622,413	$	73,759	$	5,209,602
Special mention		2,123		13,806		51,635		6,445		1,017		21,362		5,167		101,555
Substandard		10,043		27,888		35,338		36,984		21,518		71,331		8,708		211,810
Doubtful		4		3		—		—		—		4		—		11
Total commercial owner-occupied	$	273,846	$	615,915	$	1,111,930	$	1,087,575	$	630,968	$	1,715,110	$	87,634	$	5,522,978
Commercial owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	91	$	227	$	75	$	—	$	393
Commercial and industrial
Risk rating:
Pass	$	1,150,687	$	801,250	$	999,002	$	576,804	$	331,704	$	498,792	$	1,160,020	$	5,518,259
Special mention		1,782		2,765		6,856		1,624		678		4,605		22,173		40,483
Substandard		14,877		33,576		31,537		24,506		2,851		20,450		83,199		210,996
Doubtful		—		6		24		62		1		3		4		100
Total commercial and industrial	$	1,167,346	$	837,597	$	1,037,419	$	602,996	$	335,234	$	523,850	$	1,265,396	$	5,769,838
Commercial and industrial
Current-period gross charge-offs	$	523	$	941	$	2,450	$	290	$	24	$	2,852	$	1,160	$	8,240
Other income producing property
Risk rating:
Pass	$	24,165	$	57,019	$	121,434	$	89,451	$	48,566	$	118,513	$	38,353	$	497,501
Special mention		139		507		220		1,002		785		2,253		183		5,089
Substandard		927		725		3,173		2,608		329		6,957		1,299		16,018
Doubtful		—		—		—		—		—		—		—		—
Total other income producing property	$	25,231	$	58,251	$	124,827	$	93,061	$	49,680	$	127,723	$	39,835	$	518,608
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer owner-occupied
Risk rating:
Pass	$	2,101	$	18,493	$	6,585	$	3,920	$	644	$	712	$	29,386	$	61,841
Special mention		20		229		59		—		15		264		493		1,080
Substandard		1,075		—		—		—		5		177		—		1,257
Doubtful		—		—		—		—		—		1		—		1
Total Consumer owner-occupied	$	3,196	$	18,722	$	6,644	$	3,920	$	664	$	1,154	$	29,879	$	64,179
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other loans
Risk rating:
Pass	$	1,809	$	—	$	—	$	—	$	—	$	—	$	—	$	1,809
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total other loans	$	1,809	$	—	$	—	$	—	$	—	$	—	$	—	$	1,809
Other loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Commercial Loans
Risk rating:
Pass	$	1,912,646	$	2,819,438	$	5,819,429	$	3,775,922	$	1,620,200	$	4,253,233	$	1,446,729	$	21,647,597
Special mention		5,044		36,975		143,474		149,646		11,141		41,328		28,108		415,716
Substandard		66,455		105,873		224,631		142,116		107,328		229,260		93,206		968,869
Doubtful		4		9		24		63		2		13		4		119
Total Commercial Loans	$	1,984,149	$	2,962,295	$	6,187,558	$	4,067,747	$	1,738,671	$	4,523,834	$	1,568,047	$	23,032,301
Commercial Loans
Current-period gross charge-offs	$	523	$	941	$	2,450	$	557	$	325	$	5,086	$	1,160	$	11,042

The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for the period ending December 31, 2023:

		Term Loans
(Dollars in thousands)		Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Construction and land development
Risk rating:
Pass	$	480,860	$	1,036,691	$	503,433	$	19,626	$	5,585	$	19,200	$	49,191	$	2,114,586
Special mention		1,683		35,790		2,922		—		—		458		—		40,853
Substandard		390		46,311		765		—		4,285		767		—		52,518
Doubtful		—		—		—		3		—		5		—		8
Total Construction and land development	$	482,933	$	1,118,792	$	507,120	$	19,629	$	9,870	$	20,430	$	49,191	$	2,207,965
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	204	$	—	$	2	$	—	$	206
Commercial non-owner-occupied
Risk rating:
Pass	$	759,501	$	2,501,611	$	1,878,889	$	674,470	$	706,794	$	1,535,248	$	104,698	$	8,161,211
Special mention		3,376		38,854		19,899		10,044		9,872		12,976		93		95,114
Substandard		73,282		11,928		35,692		61,893		78,976		53,388		149		315,308
Doubtful		—		—		1		—		—		—		—		1
Total Commercial non-owner-occupied	$	836,159	$	2,552,393	$	1,934,481	$	746,407	$	795,642	$	1,601,612	$	104,940	$	8,571,634
Commercial non-owner-occupied
Current-period gross charge-offs	$	—	$	—	$	51	$	—	$	—	$	253	$	—	$	304
Commercial Owner-Occupied
Risk rating:
Pass	$	556,192	$	1,015,236	$	1,088,976	$	635,694	$	648,082	$	1,176,796	$	88,298	$	5,209,274
Special mention		1,976		31,484		15,777		1,435		7,776		22,551		690		81,689
Substandard		24,240		37,922		26,810		26,308		20,310		63,220		7,890		206,700
Doubtful		3		—		—		1		—		4		—		8
Total commercial owner-occupied	$	582,411	$	1,084,642	$	1,131,563	$	663,438	$	676,168	$	1,262,571	$	96,878	$	5,497,671
Commercial owner-occupied
Current-period gross charge-offs	$	—	$	126	$	—	$	—	$	—	$	—	$	—	$	126
Commercial and industrial
Risk rating:
Pass	$	1,187,836	$	1,140,702	$	669,188	$	367,668	$	182,519	$	413,271	$	1,313,978	$	5,275,162
Special mention		2,395		7,624		3,604		2,762		3,870		898		18,300		39,453
Substandard		26,780		29,515		23,423		4,001		5,472		15,226		85,409		189,826
Doubtful		2		11		68		1		—		13		3		98
Total commercial and industrial	$	1,217,013	$	1,177,852	$	696,283	$	374,432	$	191,861	$	429,408	$	1,417,690	$	5,504,539
Commercial and industrial
Current-period gross charge-offs	$	7,272	$	3,171	$	13,169	$	429	$	765	$	1,637	$	1,144	$	27,587
Other income producing property
Risk rating:
Pass	$	58,012	$	129,858	$	96,743	$	51,615	$	40,988	$	105,810	$	39,701	$	522,727
Special mention		517		266		347		69		288		2,296		203		3,986
Substandard		693		5,062		2,634		588		630		5,772		2,121		17,500
Doubtful		—		—		—		—		—		—		—		—
Total other income producing property	$	59,222	$	135,186	$	99,724	$	52,272	$	41,906	$	113,878	$	42,025	$	544,213
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer owner-occupied
Risk rating:
Pass	$	18,908	$	4,509	$	2,746	$	1,293	$	287	$	315	$	25,635	$	53,693
Special mention		236		339		18		41		271		—		—		905
Substandard		24		—		—		927		1,560		182		150		2,843
Doubtful		—		—		—		—		—		1		1		2
Total Consumer owner-occupied	$	19,168	$	4,848	$	2,764	$	2,261	$	2,118	$	498	$	25,786	$	57,443
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other loans
Risk rating:
Pass	$	7,697	$	—	$	—	$	—	$	—	$	—	$	—	$	7,697
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total other loans	$	7,697	$	—	$	—	$	—	$	—	$	—	$	—	$	7,697
Other loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Commercial Loans
Risk rating:
Pass	$	3,069,006	$	5,828,607	$	4,239,975	$	1,750,366	$	1,584,255	$	3,250,640	$	1,621,501	$	21,344,350
Special mention		10,183		114,357		42,567		14,351		22,077		39,179		19,286		262,000
Substandard		125,409		130,738		89,324		93,717		111,233		138,555		95,719		784,695
Doubtful		5		11		69		5		—		23		4		117
Total Commercial Loans	$	3,204,603	$	6,073,713	$	4,371,935	$	1,858,439	$	1,717,565	$	3,428,397	$	1,736,510	$	22,391,162
Commercial Loans
Current-period gross charge-offs	$	7,272	$	3,297	$	13,220	$	633	$	765	$	1,892	$	1,144	$	28,223

For the consumer segment, delinquency of a loan is determined by past due status. Consumer loans are automatically placed on nonaccrual status once the loan is 90 days past due. Construction and land development loans are on 1-4 properties and lots.

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending June 30, 2024:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Consumer owner-occupied
Days past due:
Current	$	351,049	$	1,034,667	$	2,262,299	$	1,616,397	$	601,949	$	1,011,015	$	—	$	6,877,376
30 days past due		623		2,764		2,451		1,766		1,827		3,022		—		12,453
60 days past due		—		2,115		1,799		975		109		1,033		—		6,031
90 days past due		—		1,726		2,331		2,402		451		2,391		—		9,301
Total Consumer owner-occupied	$	351,672	$	1,041,272	$	2,268,880	$	1,621,540	$	604,336	$	1,017,461	$	—	$	6,905,161
Consumer owner-occupied
Current-period gross charge-offs	$	—	$	136	$	190	$	—	$	12	$	41	$	—	$	379
Home equity loans
Days past due:
Current	$	4,762	$	6,246	$	4,585	$	1,716	$	1,495	$	12,018	$	1,432,868	$	1,463,690
30 days past due		42		31		392		13		306		336		4,701		5,821
60 days past due		—		35		8		—		—		243		228		514
90 days past due		—		98		228		36		208		522		267		1,359
Total Home equity loans	$	4,804	$	6,410	$	5,213	$	1,765	$	2,009	$	13,119	$	1,438,064	$	1,471,384
Home equity loans
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	110	$	—	$	110
Consumer
Days past due:
Current	$	114,207	$	256,547	$	257,784	$	115,322	$	61,117	$	178,244	$	171,373	$	1,154,594
30 days past due		37		130		319		129		4		1,087		8,428		10,134
60 days past due		4		92		289		156		8		655		5,101		6,305
90 days past due		1		681		272		22		128		1,087		1,911		4,102
Total consumer	$	114,249	$	257,450	$	258,664	$	115,629	$	61,257	$	181,073	$	186,813	$	1,175,135
Consumer
Current-period gross charge-offs	$	23	$	771	$	941	$	135	$	29	$	279	$	2,517	$	4,695
Construction and land development
Days past due:
Current	$	22,626	$	135,146	$	284,726	$	68,029	$	14,886	$	18,439	$	—	$	543,852
30 days past due		—		—		—		—		—		45		—		45
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		320		—		1		16		—		337
Total Construction and land development	$	22,626	$	135,146	$	285,046	$	68,029	$	14,887	$	18,500	$	—	$	544,234
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	304	$	—	$	—	$	—	$	—	$	304
Other income producing property
Days past due:
Current	$	1,117	$	6,106	$	41,554	$	17,367	$	4,075	$	35,549	$	229	$	105,997
30 days past due		—		—		—		—		—		243		—		243
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		—		—		109		—		109
Total other income producing property	$	1,117	$	6,106	$	41,554	$	17,367	$	4,075	$	35,901	$	229	$	106,349
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Consumer Loans
Days past due:
Current	$	493,761	$	1,438,712	$	2,850,948	$	1,818,831	$	683,522	$	1,255,265	$	1,604,470	$	10,145,509
30 days past due		702		2,925		3,162		1,908		2,137		4,733		13,129		28,696
60 days past due		4		2,242		2,096		1,131		117		1,931		5,329		12,850
90 days past due		1		2,505		3,151		2,460		788		4,125		2,178		15,208
Total Consumer Loans	$	494,468	$	1,446,384	$	2,859,357	$	1,824,330	$	686,564	$	1,266,054	$	1,625,106	$	10,202,263
Consumer Loans
Current-period gross charge-offs	$	23	$	907	$	1,435	$	135	$	41	$	430	$	2,517	$	5,488

The following table presents total loans by origination year as of and for the period ending June 30, 2024:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Total Loans	$	2,478,617	$	4,408,679	$	9,046,915	$	5,892,077	$	2,425,235	$	5,789,888	$	3,193,153	$	33,234,564
Current-period gross charge-offs	$	546	$	1,848	$	3,885	$	692	$	366	$	5,516	$	3,677	$	16,530

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending December 31, 2023:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Consumer owner-occupied
Days past due:
Current	$	1,019,956	$	2,125,156	$	1,641,518	$	628,107	$	288,304	$	809,419	$	—	$	6,512,460
30 days past due		1,589		2,268		1,524		654		707		4,012		—		10,754
60 days past due		—		766		528		680		—		813		—		2,787
90 days past due		1,280		2,538		1,089		1,689		315		4,650		—		11,561
Total Consumer owner-occupied	$	1,022,825	$	2,130,728	$	1,644,659	$	631,130	$	289,326	$	818,894	$	—	$	6,537,562
Consumer owner-occupied
Current-period gross charge-offs	$	68	$	90	$	27	$	—	$	—	$	2	$	—	$	187
Home equity loans
Days past due:
Current	$	6,551	$	6,454	$	2,887	$	1,396	$	1,003	$	11,518	$	1,358,829	$	1,388,638
30 days past due		60		—		132		21		44		539		5,860		6,656
60 days past due		—		—		12		104		—		458		1,268		1,842
90 days past due		117		—		27		194		1		672		298		1,309
Total Home equity loans	$	6,728	$	6,454	$	3,058	$	1,715	$	1,048	$	13,187	$	1,366,255	$	1,398,445
Home equity loans
Current-period gross charge-offs	$	—	$	—	$	—	$	64	$	—	$	29	$	84	$	177
Consumer
Days past due:
Current	$	299,871	$	305,283	$	141,369	$	75,213	$	60,265	$	143,725	$	182,608	$	1,208,334
30 days past due		443		321		247		142		137		1,384		10,757		13,431
60 days past due		64		254		152		4		4		973		6,420		7,871
90 days past due		93		395		174		196		110		1,108		1,938		4,014
Total consumer	$	300,471	$	306,253	$	141,942	$	75,555	$	60,516	$	147,190	$	201,723	$	1,233,650
Consumer
Current-period gross charge-offs	$	373	$	1,586	$	571	$	280	$	217	$	537	$	8,478	$	12,042
Construction and land development
Days past due:
Current	$	135,739	$	425,276	$	111,205	$	20,322	$	8,555	$	14,265	$	—	$	715,362
30 days past due		—		—		—		111		—		—		—		111
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		1		—		75		—		76
Total Construction and land development	$	135,739	$	425,276	$	111,205	$	20,434	$	8,555	$	14,340	$	—	$	715,549
Construction and land development
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	19	$	—	$	19
Other income producing property
Days past due:
Current	$	6,310	$	43,022	$	18,536	$	4,331	$	2,537	$	36,911	$	280	$	111,927
30 days past due		—		—		—		—		—		67		—		67
60 days past due		—		—		—		—		—		—		—		—
90 days past due		—		—		—		—		—		127		—		127
Total other income producing property	$	6,310	$	43,022	$	18,536	$	4,331	$	2,537	$	37,105	$	280	$	112,121
Other income producing property
Current-period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Consumer Loans
Days past due:
Current	$	1,468,427	$	2,905,191	$	1,915,515	$	729,369	$	360,664	$	1,015,838	$	1,541,717	$	9,936,721
30 days past due		2,092		2,589		1,903		928		888		6,002		16,617		31,019
60 days past due		64		1,020		692		788		4		2,244		7,688		12,500
90 days past due		1,490		2,933		1,290		2,080		426		6,632		2,236		17,087
Total Consumer Loans	$	1,472,073	$	2,911,733	$	1,919,400	$	733,165	$	361,982	$	1,030,716	$	1,568,258	$	9,997,327
Consumer Loans
Current-period gross charge-offs	$	441	$	1,676	$	598	$	344	$	217	$	587	$	8,562	$	12,425

The following table presents total loans by origination year as of and for the period ending December 31, 2023:

	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving		Total
Total Loans	$	4,676,676	$	8,985,446	$	6,291,335	$	2,591,604	$	2,079,547	$	4,459,113	$	3,304,768	$	32,388,489
Current-period gross charge-offs	$	7,713	$	4,973	$	13,818	$	977	$	982	$	2,479	$	9,706	$	40,648

Aging analysis of past due loans (includes nonaccrual loans), segregated by class of loans

	30 - 59 Days		60 - 89 Days		90+ Days		Total				Non-		Total
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Accruing		Loans
June 30, 2024
Construction and land development	$	46	$	—	$	—	$	46	$	2,590,977	$	1,284	$	2,592,307
Commercial non-owner-occupied		2,246		60		510		2,816		9,082,664		21,336		9,106,816
Commercial owner-occupied		4,863		1,237		475		6,575		5,462,683		53,720		5,522,978
Consumer owner-occupied		9,305		682		—		9,987		6,929,207		30,146		6,969,340
Home equity loans		4,354		458		—		4,812		1,459,643		6,929		1,471,384
Commercial and industrial		22,597		5,891		5,656		34,144		5,668,946		66,748		5,769,838
Other income producing property		578		65		118		761		621,043		3,153		624,957
Consumer		9,861		5,928		—		15,789		1,153,601		5,745		1,175,135
Other loans		—		—		—		—		1,809		—		1,809
	$	53,850	$	14,321	$	6,759	$	74,930	$	32,970,573	$	189,061	$	33,234,564
December 31, 2023
Construction and land development	$	624	$	—	$	—	$	624	$	2,921,457	$	1,433	$	2,923,514
Commercial non-owner-occupied		2,194		123		1,378		3,695		8,546,630		21,309		8,571,634
Commercial owner-occupied		3,852		1,141		988		5,981		5,446,803		44,887		5,497,671
Consumer owner-occupied		7,903		552		920		9,375		6,560,359		25,271		6,595,005
Home equity loans		6,500		1,326		—		7,826		1,385,687		4,932		1,398,445
Commercial and industrial		25,231		7,194		9,193		41,618		5,399,390		63,531		5,504,539
Other income producing property		569		570		—		1,139		651,993		3,202		656,334
Consumer		13,212		7,370		—		20,582		1,207,411		5,657		1,233,650
Other loans		—		—		—		—		7,697		—		7,697
	$	60,085	$	18,276	$	12,479	$	90,840	$	32,127,427	$	170,222	$	32,388,489

Summary of information pertaining to nonaccrual loans by class

	June 30,		Greater than		Non-accrual		December 31,
(Dollars in thousands)	2024		90 Days Accruing(1)		with no allowance(1)		2023
Construction and land development	$	1,284	$	—	$	—	$	1,433
Commercial non-owner-occupied		21,336		510		17,825		21,309
Commercial owner-occupied real estate		53,720		475		24,550		44,887
Consumer owner-occupied		30,146		—		—		25,271
Home equity loans		6,929		—		1,220		4,932
Commercial and industrial		66,748		5,656		26,035		63,531
Other income producing property		3,153		118		1,265		3,202
Consumer		5,745		—		—		5,657
Total loans on nonaccrual status	$	189,061	$	6,759	$	70,895	$	170,222

(1) Greater than 90 days accruing and non-accrual with no allowance loans at June 30, 2024.

Summary of collateral dependent loans, by type of collateral

The following is a summary of collateral dependent loans, by type of collateral, and the extent to which they are collateralized during the period:

	June 30,		Collateral			December 31,		Collateral
(Dollars in thousands)	2024		Coverage		%	2023		Coverage		%
Commercial owner-occupied real estate
Church	$	4,631	$	12,700	274%	$	3,537	$	6,705	190%
Industrial		6,892		14,644	212%		7,172		15,273	213%
Other		17,042		31,190	183%		12,231		23,747	194%
Commercial non-owner-occupied real estate
Retail		—		—			3,216		4,208	131%
Other		—		—			12,607		29,182	231%
Office		17,825		19,095	107%		—		—
Commercial and industrial
Other		41,054		61,548	150%		44,116		46,114	105%
Other income producing property
1-4 family investment property		1,265		3,286	260%		—		—
Home equity loans
Residential 1-4 family dwelling		1,220		2,250	184%		—		—
Total collateral dependent loans	$	89,929	$	144,713		$	82,879	$	125,229

Schedule of restructured loans segregated by class and type of concession

	Three Months Ended June 30,
	2024					2023
					Reduction in Weighted					Reduction in Weighted
	Amortized		% of Total		Average Contractual	Amortized		% of Total		Average Contractual
(Dollars in thousands)	Cost		Asset Class		Interest Rate	Cost		Asset Class		Interest Rate
Interest rate reduction
Consumer owner-occupied	$	398		0.01%	1.15%	$	—		—	—
Total interest rate reductions	$	398				$	—

	Six Months Ended June 30,
	2024					2023
					Reduction in Weighted					Reduction in Weighted
	Amortized		% of Total		Average Contractual	Amortized		% of Total		Average Contractual
(Dollars in thousands)	Cost		Asset Class		Interest Rate	Cost		Asset Class		Interest Rate
Interest rate reduction
Commercial owner-occupied real estate	$	1,321		0.02%	3.14%	$	—		—	—
Total interest rate reductions	$	1,321				$	—

	Three Months Ended June 30,
	2024					2023
					Increase in					Increase in
	Amortized		% of Total		Weighted Average	Amortized		% of Total		Weighted Average
(Dollars in thousands)	Cost		Asset Class		Life of Loan	Cost		Asset Class		Life of Loan
Term extension
Construction and land development	$	—		—	—	$	1,255		0.04%	24 months
Commercial non-owner-occupied		—		—	—		343		0.00%	60 months
Commercial owner-occupied real estate		11,050		0.20%	32 months		7,732		0.14%	22 months
Consumer owner-occupied		1,047		0.02%	3 months		—		—	—
Commercial and industrial		20,529		0.36%	37 months		1,787		0.03%	6 months
Total term extensions	$	32,626				$	11,117

	Six Months Ended June 30,
	2024					2023
					Increase in					Increase in
	Amortized		% of Total		Weighted Average	Amortized		% of Total		Weighted Average
(Dollars in thousands)	Cost		Asset Class		Life of Loan	Cost		Asset Class		Life of Loan
Term extension
Construction and land development	$	—		—	—	$	1,512		0.05%	22 months
Commercial non-owner-occupied		—		—	—		343		0.00%	60 months
Commercial owner-occupied real estate		11,050		0.20%	32 months		8,096		0.14%	22 months
Consumer owner-occupied		1,047		0.02%	3 months		281		0.02%	6 months
Home equity loans		—		—	—		—		—	—
Commercial and industrial		20,529		0.36%	37 months		2,700		0.05%	7 months
Total term extensions	$	32,626				$	12,932

	Three and Six Months Ended June 30,
	2024				2023
			Reduction in Weighted	Increase in			Reduction in Weighted	Increase in
	Amortized		Average Contractual	Weighted Average	Amortized		Average Contractual	Weighted Average
(Dollars in thousands)	Cost		Interest Rate	Life of Loan	Cost		Interest Rate	Life of Loan
Combination- Term Extension and Interest Rate Reduction
Consumer owner-occupied	$	—	—	—	$	259	3.63 to 3.00%	20 months
Total	$	—			$	259

Schedule of changes in status of loans restructured within the previous 12 months

The following table presents the changes in status of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of June 30, 2024 and 2023, by type of modification. There were no subsequent defaults.

	June 30,
	2024						2023
	Paying Under						Paying Under
	Restructured		Converted to		Foreclosures		Restructured		Converted to		Foreclosures
	Terms		Nonaccrual		and Defaults		Terms		Nonaccrual		and Defaults
	Amortized		Amortized		Amortized		Amortized		Amortized		Amortized
(Dollars in thousands)	Cost		Cost		Cost		Cost		Cost		Cost
Interest rate reduction
Consumer owner-occupied	$	1,320		—		—		—		—		—
Total interest rate reductions	$	1,320	$	—	$	—	$	—	$	—	$	—
Term extension
Construction and land development	$	—	$	—	$	—	$	1,512	$	—	$	—
Commercial non-owner-occupied		—		—		—		343		—		—
Commercial owner-occupied real estate		11,050		—		—		8,096		—		—
Consumer owner-occupied		1,047		—		—		540		—		—
Commercial and industrial		20,529		—		—		2,700		—		—
Other income producing property		—		—		—		—		—		—
Total term extensions	$	32,626	$	—	$	—	$	13,191	$	—	$	—
	$	33,946	$	—	$	—	$	13,191	$	—	$	—

Non acquired credit impaired loans

Summary of Loans

Aging analysis of past due loans (includes nonaccrual loans), segregated by class of loans

	June 30, 2024						June 30, 2023
	Payment Status (Amortized Cost Basis)						Payment Status (Amortized Cost Basis)
			30-89 Days		90+ Days				30-89 Days		90+ Days
(Dollars in thousands)	Current		Past Due		Past Due		Current		Past Due		Past Due
Construction and land development	$	—	$	—	$	—	$	1,512	$	—	$	—
Commercial non-owner-occupied		—		—		—		343		—		—
Commercial owner-occupied real estate		11,050		—		—		8,096		—		—
Consumer owner-occupied		1,445		922		—		540		—		—
Commercial and industrial		20,529		—		—		2,700		—		—
Other income producing property		—		—		—		—		—		—
Total	$	33,024	$	922	$	—	$	13,191	$	—	$	—

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Allowance for Credit Losses (ACL) (Tables)

6 Months Ended

Jun. 30, 2024

Allowance for Credit Losses (ACL)

Schedule of changes in allowance for loan losses

The following tables present a disaggregated analysis of activity in the allowance for credit losses.

	Residential		Residential				Residential		Comm Constr.								CRE Owner-		Non-Owner-
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		& Dev.		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Three Months Ended June 30, 2024
Allowance for credit losses:
Balance at end of period March 31, 2024	$	87,484	$	1,230	$	11,724	$	4,552	$	60,860	$	23,353	$	17,012	$	876	$	72,597	$	134,698	$	55,268	$	469,654
Charge-offs		(36)		—		—		—		(687)		(2,198)		—		—		(393)		(176)		(5,100)		(8,590)
Recoveries		92		50		277		15		144		825		41		—		408		89		2,424		4,365
Net (charge offs) recoveries		56		50		277		15		(543)		(1,373)		41		—		15		(87)		(2,676)		(4,225)
Provision (recovery) (1)		(27,988)		(852)		6,928		5,458		16,902		(9,752)		2,708		903		18,811		(35,596)		29,347		6,869
Balance at end of period June 30, 2024	$	59,552	$	428	$	18,929	$	10,025	$	77,219	$	12,228	$	19,761	$	1,779	$	91,423	$	99,015	$	81,939	$	472,298
Three Months Ended June 30, 2023
Allowance for credit losses:
Balance at end of period March 31, 2023	$	77,351	$	349	$	14,318	$	9,176	$	55,069	$	23,319	$	5,507	$	879	$	57,541	$	82,473	$	44,663	$	370,645
Charge-offs		(37)		—		—		—		(2)		(3,017)		—		—		(35)		—		(4,487)		(7,578)
Recoveries		302		3		532		22		198		520		—		—		93		334		2,264		4,268
Net (charge offs) recoveries		265		3		532		22		196		(2,497)		—		—		58		334		(2,223)		(3,310)
Provision (recovery) (1)		3,853		40		(638)		(329)		49		3,755		4,260		(134)		13,160		32,462		3,579		60,057
Balance at end of period June 30, 2023	$	81,469	$	392	$	14,212	$	8,869	$	55,314	$	24,577	$	9,767	$	745	$	70,759	$	115,269	$	46,019	$	427,392

(1) A negative provision for credit losses of ($3.0) million was recorded during the second quarter of 2024, compared to a negative provision for credit losses of ($21.7) million recorded during the second quarter of 2023 for the allowance for credit losses for unfunded commitments that is not included in the above table.

	Residential		Residential				Residential		Comm Constr.								CRE Owner-		Non-Owner-
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		& Dev.		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Six Months Ended June 30, 2024
Allowance for credit losses:
Balance at end of period December 31, 2023	$	78,052	$	745	$	10,942	$	5,024	$	65,772	$	23,331	$	13,766	$	900	$	71,580	$	137,055	$	49,406	$	456,573
Charge-offs		(379)		—		(110)		(304)		(2,162)		(4,695)		—		—		(393)		(247)		(8,240)		(16,530)
Recoveries		215		89		569		22		1,151		1,950		66		—		511		99		4,954		9,626
Net (charge offs) recoveries		(164)		89		459		(282)		(1,011)		(2,745)		66		—		118		(148)		(3,286)		(6,904)
Provision (benefit) (1)		(18,336)		(406)		7,528		5,283		12,458		(8,358)		5,929		879		19,725		(37,892)		35,819		22,629
Balance at end of period June 30, 2024	$	59,552	$	428	$	18,929	$	10,025	$	77,219	$	12,228	$	19,761	$	1,779	$	91,423	$	99,015	$	81,939	$	472,298
Six Months Ended June 30, 2023
Allowance for credit losses:
Balance at end of period December 31, 2022	$	72,188	$	405	$	14,886	$	8,974	$	45,410	$	22,767	$	3,684	$	849	$	58,083	$	78,485	$	50,713	$	356,444
Charge-offs		(39)		—		(39)		—		(2)		(5,746)		—		—		(35)		(51)		(6,293)		(12,205)
Recoveries		596		8		777		94		456		1,104		—		—		386		440		3,996		7,857
Net recoveries (charge offs)		557		8		738		94		454		(4,642)		—		—		351		389		(2,297)		(4,348)
Provision (benefit) (1)		8,724		(21)		(1,412)		(199)		9,450		6,452		6,083		(104)		12,325		36,395		(2,397)		75,296
Balance at end of period June 30, 2023	$	81,469	$	392	$	14,212	$	8,869	$	55,314	$	24,577	$	9,767	$	745	$	70,759	$	115,269	$	46,019	$	427,392

(1) A negative provision for credit losses of ($6.1) million was recorded during the first six months of 2024, compared to a negative provision for credit losses of ($3.8) million during the first six months of 2023 for the allowance for credit losses for unfunded commitments that is not included in the above table.

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Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases

Schedule of information pertaining to leases

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Lease Cost Components:
Amortization of ROU assets – finance leases	$	117	$	117	$	233	$	233
Interest on lease liabilities – finance leases		8		10		18		21
Operating lease cost (cost resulting from lease payments)		4,356		4,278		8,633		8,518
Short-term lease cost		184		109		323		215
Variable lease cost (cost excluded from lease payments)		956		840		1,753		1,475
Total lease cost	$	5,621	$	5,354	$	10,960	$	10,462
Supplemental Cash Flow and Other Information Related to Leases:
Finance lease – operating cash flows	$	8	$	10	$	18	$	21
Finance lease – financing cash flows		119		110		238		220
Operating lease – operating cash flows (fixed payments)		4,220		4,154		8,413		8,250
Operating lease – operating cash flows (net change asset/liability)		(3,300)		(3,321)		(6,667)		(6,608)
New ROU assets – operating leases		6,550		701		9,093		701
New ROU assets – finance leases		—				—		—
Weighted – average remaining lease term (years) – finance leases		3.93				3.93		4.93
Weighted – average remaining lease term (years) – operating leases		8.86				8.86		9.63
Weighted – average discount rate - finance leases		1.7%				1.7%		1.7%
Weighted – average discount rate - operating leases		3.3%				3.3%		3.0%
Operating lease payments due:
2024 (excluding 6 months ended June 30, 2024)					$	8,613
2025						16,374
2026						15,866
2027						14,693
2028						14,030
Thereafter						61,212
Total undiscounted cash flows						130,788
Discount on cash flows						(18,947)
Total operating lease liabilities					$	111,841

Schedule of lease receivables and investment in operating leases and their corresponding balance sheet location

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Direct financing leases:
Lease receivables	$	16,997	$	5,503
Unguaranteed residual values		2,837		501
Initial direct costs		505		155
Less: Unearned income		(3,503)		(1,165)
Total net investment in direct financing leases	$	16,836	$	4,994

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024		2024
Direct financing lease income
Interest income	$	229	$	392
Remaining lease payments receivable:
2024 (excluding 6 months ended June 30, 2024)			$	1,755
2025				3,556
2026				3,556
2027				3,555
2028				2,505
Thereafter				2,070
Total undiscounted lease receivable				16,997
Less: unearned interest income				(3,503)
Net lease receivables			$	13,494

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Deposits (Tables)

6 Months Ended

Jun. 30, 2024

Deposits

Schedule of total deposits

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Noninterest-bearing checking	$	10,374,464	$	10,649,274
Interest-bearing checking		7,547,406		7,978,799
Savings		2,475,130		2,632,212
Money market		12,122,336		11,538,671
Time deposits		4,579,066		4,249,953
Total deposits	$	37,098,402	$	37,048,909

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share

Schedule of computation of basic and diluted earnings per common share

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars and shares in thousands, except for per share amounts)	2024		2023		2024		2023
Basic earnings per common share:
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Weighted-average basic common shares		76,251		76,058		76,276		75,981
Basic earnings per common share	$	1.74	$	1.62	$	3.24	$	3.47
Diluted earnings per common share:
Net income	$	132,370	$	123,447	$	247,426	$	263,373
Weighted-average basic common shares		76,251		76,058		76,276		75,981
Effect of dilutive securities		356		360		354		413
Weighted-average dilutive shares		76,607		76,418		76,630		76,394
Diluted earnings per common share	$	1.73	$	1.62	$	3.23	$	3.45

Schedule of anti-dilutive securities excluded from computation of diluted earnings per share

	Three Months Ended June 30,										Six Months Ended June 30,
	2024					2023					2024					2023
Number of shares					57,169					58,247					57,169					57,169
Range of exercise prices	$	87.30	to	$	91.35	$	69.48	to	$	91.35	$	87.30	to	$	91.35	$	87.30	to	$	91.35

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Compensation

Schedule of stock option activity

				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Price		(Yrs.)	(000’s)
Outstanding at January 1, 2024	107,592	$	72.60
Exercised	(7,419)		59.30
Expired	(29)		39.12
Outstanding at June 30, 2024	100,144		73.60	2.31	$	1,123
Exercisable at June 30, 2024	100,144		73.60	2.31	$	1,123

Summary of nonvested restricted stock

		Weighted-
		Average
		Grant-Date
Restricted Stock	Shares	Fair Value
Nonvested at January 1, 2024	16,248	$	88.63
Vested	(10,187)		90.00
Forfeited	(316)		90.00
Nonvested at June 30, 2024	5,745	$	86.11

Summary of nonvested RSUs

		Weighted-
		Average
		Grant-Date
Restricted Stock Units	Shares	Fair Value
Outstanding at January 1, 2024	873,048	$	75.22
Granted	368,696		80.66
Vested	(353,675)		77.51
Forfeited	(10,762)		76.84
Outstanding at June 30, 2024	877,307	$	76.56

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of recorded amount of assets and liabilities measured at fair value on a recurring basis

			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024:
Assets
Derivative financial instruments	$	185,036	$	—	$	185,036	$	—
Loans held for sale		100,007		—		100,007		—
Trading securities		92,161		—		92,161		—
Securities available for sale:
U.S. Treasuries		37,945		—		37,945		—
U.S. Government agencies		195,123		—		195,123		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,448,928		—		1,448,928		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		490,544		—		490,544		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,008,962		—		1,008,962		—
State and municipal obligations		952,702		—		952,702		—
Small Business Administration loan-backed securities		336,742		—		336,742		—
Corporate securities		27,318		—		27,318		—
Total securities available for sale		4,498,264		—		4,498,264		—
Mortgage servicing rights		88,904		—		—		88,904
SBA servicing asset		6,307		—		—		6,307
	$	4,970,679	$	—	$	4,875,468	$	95,211
Liabilities
Derivative financial instruments	$	955,347	$	—	$	955,347	$	—
December 31, 2023:
Assets
Derivative financial instruments	$	172,939	$	—	$	172,939	$	—
Loans held for sale		50,888		—		50,888		—
Trading securities		31,321		—		31,321		—
Securities available for sale:
U.S. Treasuries		73,890		—		73,890		—
U.S. Government agencies		224,706		—		224,706		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,558,306		—		1,558,306		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		527,422		—		527,422		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,024,170		—		1,024,170		—
State and municipal obligations		977,461		—		977,461		—
Small Business Administration loan-backed securities		371,686		—		371,686		—
Corporate securities		26,747		—		26,747		—
Total securities available for sale		4,784,388		—		4,784,388		—
Mortgage servicing rights		85,164		—		—		85,164
SBA servicing asset		5,952		—		—		5,952
	$	5,130,652	$	—	$	5,039,536	$	91,116
Liabilities
Derivative financial instruments	$	804,486	$	—	$	804,486	$	—

Schedule of mortgage loans held for sale

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Fair value	$	100,007	$	50,888
Unpaid principal balance		97,136		49,025
Fair value less aggregated unpaid principal balance	$	2,871	$	1,863

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2024		2023		2024		2023		Income Statement Location
Mortgage loans held for sale	$	1,152	$	75	$	1,008	$	66	Mortgage banking income

Schedule of amounts of assets and liabilities measured at fair value on a nonrecurring basis

			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024:
OREO	$	3,057	$	—	$	—	$	3,057
Bank properties held for sale		6,100		—		—		6,100
Individually evaluated loans		80,620		—		—		80,620
December 31, 2023:
OREO	$	837	$	—	$	—	$	837
Bank properties held for sale		12,401		—		—		12,401
Individually evaluated loans		73,518		—		—		73,518

Schedule of quantitative information about level 3 fair value measurements

			Weighted Average Discount
			June 30,		December 31,
	Valuation Technique	Unobservable Input	2024		2023
Nonrecurring measurements:
Individually evaluated loans	Discounted appraisals and discounted cash flows	Collateral discounts	12	%	13	%
OREO and Bank properties held for sale	Discounted appraisals	Collateral discounts and estimated costs to sell	7	%	12	%

Schedule of estimated fair value, and related carrying amount, of the Company's financial instruments

	Carrying		Fair
(Dollars in thousands)	Amount		Value		Level 1		Level 2		Level 3
June 30, 2024
Financial assets:
Cash and cash equivalents	$	1,117,166	$	1,117,166	$	1,117,166	$	—	$	—
Trading securities		92,161		92,161		—		92,161		—
Investment securities		7,048,308		6,620,721		201,516		6,419,205		—
Loans held for sale		100,007		100,007		—		100,007		—
Loans, net of allowance for credit losses		32,762,266		31,609,083		—		—		31,609,083
Accrued interest receivable		159,862		159,862		—		25,803		134,059
Mortgage servicing rights		88,904		88,904		—		—		88,904
SBA servicing asset		6,307		6,307		—		—		6,307
Interest rate swap – non-designated hedge		182,802		182,802		—		182,802		—
Other derivative financial instruments (mortgage banking related)		2,234		2,234		—		2,234		—
Financial liabilities:
Deposits
Noninterest-bearing		10,374,464		10,374,464		—		10,374,464		—
Interest-bearing other than time deposits		22,144,872		22,144,872		—		22,144,872		—
Time deposits		4,579,066		4,540,610		—		4,540,610		—
Federal funds purchased and securities sold under agreements to repurchase		542,403		542,403		—		542,403		—
Corporate and subordinated debentures		391,719		385,136		—		385,136		—
Other borrowings		300,000		300,000		—		300,000		—
Accrued interest payable		55,343		55,343		—		55,343		—
Interest rate swap – non-designated hedge		955,347		955,347		—		955,347		—
Other derivative financial instruments (mortgage banking related)		—		—		—		—		—
December 31, 2023
Financial assets:
Cash and cash equivalents	$	998,877	$	998,877	$	998,877	$	—	$	—
Trading securities		31,321		31,321		—		31,321		—
Investment securities		7,463,871		7,061,167		192,043		6,869,124		—
Loans held for sale		50,888		50,888		—		50,888		—
Loans, net of allowance for credit losses		31,931,916		30,709,513		—		—		30,709,513
Accrued interest receivable		154,400		154,400		—		26,706		127,694
Mortgage servicing rights		85,164		85,164		—		—		85,164
SBA servicing asset		5,952		5,952		—		—		5,952
Interest rate swap – non-designated hedge		169,180		169,180		—		169,180		—
Other derivative financial instruments (mortgage banking related)		3,759		3,759		—		3,759		—
Financial liabilities:
Deposits
Noninterest-bearing		10,649,274		10,649,274		—		10,649,274		—
Interest-bearing other than time deposits		22,149,682		22,149,682		—		22,149,682		—
Time deposits		4,249,953		4,208,498		—		4,208,498		—
Federal funds purchased and securities sold under agreements to repurchase		489,185		489,185		—		489,185		—
Corporate and subordinated debentures		391,904		388,909		—		388,909		—
Other borrowings		100,000		100,000		—		100,000		—
Accrued interest payable		56,808		56,808		—		56,808		—
Interest rate swap – non-designated hedge		803,539		803,539		—		803,539		—
Other derivative financial instruments (mortgage banking related)		947		947		—		947		—

Mortgage Servicing Rights

Schedule of reconciliation of the beginning and ending balances of Level 3 assets, comprised of Mortgage Servicing Rights, SBA servicing asset and liabilities recorded at fair value on a recurring basis

(Dollars in thousands)	MSRs
Fair value, January 1, 2024	$	85,164
Servicing assets that resulted from transfers of financial assets		4,533
Changes in fair value due to valuation inputs or assumptions		3,214
Changes in fair value due to decay		(4,007)
Fair value, June 30, 2024	$	88,904

SBA servicing asset

Schedule of reconciliation of the beginning and ending balances of Level 3 assets, comprised of Mortgage Servicing Rights, SBA servicing asset and liabilities recorded at fair value on a recurring basis

(Dollars in thousands)	SBA Servicing Asset
Fair value, January 1, 2024	$	5,952
Servicing assets that resulted from transfers of financial assets		1,113
Changes in fair value due to decay		(956)
Changes in fair value due to valuation inputs or assumptions		198
Fair value, June 30, 2024	$	6,307

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income (Loss)

Schedule of components of accumulated other comprehensive (loss) income, net of tax

			Unrealized Losses
	Benefit		on Securities
(Dollars in thousands)	Plans		Available for Sale		Total
Three Months Ended June 30, 2024
Balance at March 31, 2024	$	627	$	(623,621)	$	(622,994)
Other comprehensive income before reclassifications		—		2,783		2,783
Net comprehensive income		—		2,783		2,783
Balance at June 30, 2024	$	627	$	(620,838)	$	(620,211)
Three Months Ended June 30, 2023
Balance at March 31, 2023	$	(673)	$	(613,111)	$	(613,784)
Other comprehensive loss before reclassifications		—		(48,614)		(48,614)
Net comprehensive loss		—		(48,614)		(48,614)
Balance at June 30, 2023	$	(673)	$	(661,725)	$	(662,398)
Six Months Ended June 30, 2024
Balance at December 31, 2023	$	627	$	(583,163)	$	(582,536)
Other comprehensive loss before reclassifications		—		(37,675)		(37,675)
Net comprehensive loss		—		(37,675)		(37,675)
Balance at June 30, 2024	$	627	$	(620,838)	$	(620,211)
Six Months Ended June 30, 2023
Balance at December 31, 2022	$	(673)	$	(676,415)	$	(677,088)
Other comprehensive income before reclassifications		—		14,723		14,723
Amounts reclassified from accumulated other comprehensive loss		—		(33)		(33)
Net comprehensive income		—		14,690		14,690
Balance at June 30, 2023	$	(673)	$	(661,725)	$	(662,398)

Schedule of reclassifications out of accumulated other comprehensive income, net of tax

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(Dollars in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Accumulated Other Comprehensive Income (Loss) Component	2024		2023		2024		2023		Income Statement Line Item Affected
Gains on sales of available for sale securities:
	$	—	$	—	$	—	$	(45)	Securities gains, net
		—		—		—		12	Provision for income taxes
		—		—		—		(33)	Net income
Total reclassifications for the period	$	—	$	—	$	—	$	(33)

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Financial Instruments

Derivative financial instruments summary

				June 30, 2024						December 31, 2023
	Balance Sheet	Notional		Estimated Fair Value				Notional		Estimated Fair Value
(Dollars in thousands)	Location	Amount		Gain		Loss		Amount		Gain		Loss
Fair value hedge of interest rate risk:
Pay fixed rate swap with counterparty	Other Assets	$	9,011	$	393	$	—	$	9,188	$	220	$	—
Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers	Other Assets and Other Liabilities		11,830,647		33,645		955,347		11,327,419		60,145		803,539
Matched interest rate swaps with counterparty (1)	Other Assets		11,732,649		148,765		—		11,235,952		108,820		—
Economic hedges of interest rate risk:
Pay floating rate swap with counterparty	Other Assets		1,716,000		(1)		—		1,660,000		(5)		—
Not designated hedges of interest rate risk – mortgage banking activities:
Contracts used to hedge mortgage servicing rights	Other Assets		122,000		500		—		142,000		2,605		—
Contracts used to hedge mortgage pipeline	Other Assets and Other Liabilities		153,500		1,734		—		77,500		1,154		947
Total derivatives		$	25,563,807	$	185,036	$	955,347	$	24,452,059	$	172,939	$	804,486

(1) The fair value of the interest rate swap derivative assets was reduced by $774.0 million in variation margin payments applicable to swaps centrally cleared through LCH and CME.

Schedule of notional value of forward sale commitments and the fair value of those obligations along with the fair value of the mortgage pipeline

(Dollars in thousands)	June 30, 2024		December 31, 2023
Mortgage loan pipeline	$	122,560	$	65,051
Expected closures		107,901		54,993
Fair value of mortgage loan pipeline commitments		1,621		1,154
Forward sales commitments		153,500		77,500
Fair value of forward commitments		113		(947)

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Capital Ratios (Tables)

6 Months Ended

Jun. 30, 2024

Capital Ratios

Schedule of actual and required capital ratios

									Required to be
					Minimum Capital				Considered Well
	Actual				Required – Basel III				Capitalized
(Dollars in thousands)	Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2024:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	4,310,341	12.08	%	$	2,498,327	7.00	%	$	2,319,875	6.50	%
SouthState Bank (the Bank)		4,595,267	12.89	%		2,495,283	7.00	%		2,317,048	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		4,310,341	12.08	%		3,033,683	8.50	%		2,855,231	8.00	%
SouthState Bank (the Bank)		4,595,267	12.89	%		3,029,986	8.50	%		2,851,752	8.00	%
Total capital to risk-weighted assets:
Consolidated		5,149,924	14.43	%		3,747,490	10.50	%		3,569,038	10.00	%
SouthState Bank (the Bank)		5,044,736	14.15	%		3,742,924	10.50	%		3,564,690	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		4,310,341	9.72	%		1,774,222	4.00	%		2,217,778	5.00	%
SouthState Bank (the Bank)		4,595,267	10.36	%		1,773,701	4.00	%		2,217,126	5.00	%
December 31, 2023:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	4,159,187	11.75	%	$	2,476,926	7.00	%	$	2,300,003	6.50	%
SouthState Bank (the Bank)		4,424,466	12.52	%		2,473,961	7.00	%		2,297,250	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		4,159,187	11.75	%		3,007,696	8.50	%		2,830,773	8.00	%
SouthState Bank (the Bank)		4,424,466	12.52	%		3,004,096	8.50	%		2,827,384	8.00	%
Total capital to risk-weighted assets:
Consolidated		4,983,012	14.08	%		3,715,389	10.50	%		3,538,466	10.00	%
SouthState Bank (the Bank)		4,858,292	13.75	%		3,710,942	10.50	%		3,534,230	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		4,159,187	9.42	%		1,765,295	4.00	%		2,206,619	5.00	%
SouthState Bank (the Bank)		4,424,466	10.03	%		1,764,736	4.00	%		2,205,921	5.00	%

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Other Intangible Assets

Summary of gross carrying amounts and accumulated amortization of other intangible assets

	June 30,		December 31,
(Dollars in thousands)	2024		2023
Gross carrying amount	$	275,108	$	274,753
Accumulated amortization		(197,719)		(185,977)
	$	77,389	$	88,776

Schedule of estimated amortization expense for other intangibles for each of the next five quarters

(Dollars in thousands)
Quarter ending:
September 30, 2024	$	5,327
December 31, 2024		5,326
March 31, 2025		5,100
June 30, 2025		4,836
September 30, 2025		4,419
Thereafter		46,074
	$	71,082

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Mortgage Loan Servicing, Origination, and Loans Held for Sale (Tables)

6 Months Ended

Jun. 30, 2024

Mortgage Loan Servicing, Origination, and Loans Held for Sale

Summary of changes in the fair value of MSRs and its offsetting hedge

	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Increase in fair value of MSRs	$	830	$	1,977	$	3,214	$	688
Decay of MSRs		(2,566)		(2,385)		(4,007)		(3,793)
Loss related to derivatives		(1,424)		(2,264)		(4,004)		(2,119)
Net effect on Consolidated Statements of Income	$	(3,160)	$	(2,672)	$	(4,797)	$	(5,224)

Schedule of characteristics and sensitivity analysis of the MSR

The characteristics and sensitivity analysis of the MSRs are included in the following table:

	June 30,			December 31,
(Dollars in thousands)	2024			2023
Composition of residential loans serviced for others
Fixed-rate mortgage loans		100.0	%		100.0	%
Adjustable-rate mortgage loans		—	%		—	%
Total		100.0	%		100.0	%
Weighted average life		8.02	years		8.03	years
Constant Prepayment rate (CPR)		7.0	%		7.0	%
Estimated impact on fair value of a 10% increase	$	(504)		$	(522)
Estimated impact on fair value of a 20% increase		(1,022)			(1,014)
Estimated impact on fair value of a 10% decrease		504			551
Estimated impact on fair value of a 20% decrease		1,018			1,128
Weighted average discount rate		10.9	%		10.7	%
Estimated impact on fair value of a 10% increase	$	(3,081)		$	(3,270)
Estimated impact on fair value of a 20% increase		(6,173)			(6,458)
Estimated impact on fair value of a 10% decrease		2,938			3,242
Estimated impact on fair value of a 20% decrease		5,550			6,283
Effect on fair value due to change in interest rates
25 basis point increase	$	1,621		$	1,647
50 basis point increase		3,078			3,189
25 basis point decrease		(1,758)			(1,723)
50 basis point decrease		(3,623)			(3,501)

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Summary of Significant Accounting Policies - Loans (Details) $ in Millions	Jun. 30, 2024 USD ($)
Summary of Significant Accounting Policies
Net book balance	$ 1

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Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Investment Securities - Held to Maturity	$ 2,348,528	$ 2,487,440
Accrued interest receivable (AIR)	$ 132,700	$ 127,000
Financing Receivable, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Other Assets.	Other Assets.
Net book balance	$ 1,000
Liability recorded for expected credit losses on unfunded commitments	$ 50,200
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reasonable and supportable forecast period	1 year
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reasonable and supportable forecast period	2 years
Other Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accrued interest receivable for investment securities	$ 25,800	$ 26,500
Other Liabilities
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Liability recorded for expected credit losses on unfunded commitments	$ 50,200	$ 56,300

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Recent Accounting and Regulatory Pronouncements - ASU 2023-02 (Details) - USD ($) $ in Thousands	Jan. 01, 2024	Jun. 30, 2024	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings		$ 1,841,933	$ 1,685,166
Adjustment for ASU
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings			$ 9,400
Additional reduction to retained earnings for deferred taxes	$ 836,000

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Mergers and Acquisitions - Independent (Details) $ in Billions	May 20, 2024	Jun. 30, 2024 USD ($)
Mergers and Acquisitions
Total assets		$ 18.4
Loans		14.6
Deposits		$ 15.8
Atlantic Capital
Mergers and Acquisitions
Shares of the common stock in exchange for each share	0.60

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Investment Securities - Amortized cost and fair value for available for sale securities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Investment securities held-to-maturity
Amortized cost	$ 2,348,528	$ 2,487,440
Gross Unrealized Losses	(427,587)	(402,704)
Fair Value	1,920,941	2,084,736
Investment securities available for sale
Amortized cost	5,324,620	5,561,006
Gross Unrealized Gains	790	1,898
Gross Unrealized Losses	(827,146)	(778,516)
Fair Value	4,498,264	4,784,388
U.S. Treasuries
Investment securities available for sale
Amortized cost	38,098	74,720
Gross Unrealized Losses	(153)	(830)
Fair Value	37,945	73,890
U.S. Government agencies
Investment securities held-to-maturity
Amortized cost	147,270	197,267
Gross Unrealized Losses	(24,781)	(24,607)
Fair Value	122,489	172,660
Investment securities available for sale
Amortized cost	216,148	246,089
Gross Unrealized Losses	(21,025)	(21,383)
Fair Value	195,123	224,706
Residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Investment securities held-to-maturity
Amortized cost	1,370,142	1,438,102
Gross Unrealized Losses	(243,434)	(227,312)
Fair Value	1,126,708	1,210,790
Investment securities available for sale
Amortized cost	1,735,232	1,822,104
Gross Unrealized Gains	125	294
Gross Unrealized Losses	(286,429)	(264,092)
Fair Value	1,448,928	1,558,306
Residential collateralized mortgage-obligations issued by U.S. government agencies or sponsored enterprises
Investment securities held-to-maturity
Amortized cost	428,468	444,883
Gross Unrealized Losses	(73,856)	(68,139)
Fair Value	354,612	376,744
Investment securities available for sale
Amortized cost	592,712	626,735
Gross Unrealized Gains	5
Gross Unrealized Losses	(102,173)	(99,313)
Fair Value	490,544	527,422
Commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Investment securities held-to-maturity
Amortized cost	351,181	354,055
Gross Unrealized Losses	(74,117)	(71,327)
Fair Value	277,064	282,728
Investment securities available for sale
Amortized cost	1,207,592	1,217,125
Gross Unrealized Gains	595	1,516
Gross Unrealized Losses	(199,225)	(194,471)
Fair Value	1,008,962	1,024,170
State and municipal obligations
Investment securities available for sale
Amortized cost	1,124,430	1,129,750
Gross Unrealized Gains	1	2
Gross Unrealized Losses	(171,729)	(152,291)
Fair Value	952,702	977,461
Small Business Administration loan-backed securities
Investment securities held-to-maturity
Amortized cost	51,467	53,133
Gross Unrealized Losses	(11,399)	(11,319)
Fair Value	40,068	41,814
Investment securities available for sale
Amortized cost	379,899	413,950
Gross Unrealized Gains	64	86
Gross Unrealized Losses	(43,221)	(42,350)
Fair Value	336,742	371,686
Corporate securities
Investment securities available for sale
Amortized cost	30,509	30,533
Gross Unrealized Losses	(3,191)	(3,786)
Fair Value	$ 27,318	$ 26,747

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Investment Securities - Carrying value of other investment securities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other investment securities
Carrying Value	$ 201,516	$ 192,043
Federal Home Loan Bank stock
Other investment securities
Carrying Value	32,336	22,836
Federal Reserve Bank Stock
Other investment securities
Carrying Value	150,261	150,261
Investment in unconsolidated subsidiaries
Other investment securities
Carrying Value	3,563	3,563
Other nonmarketable investment securities
Other investment securities
Carrying Value	$ 15,356	$ 15,383

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Investment Securities - Amortized cost and fair value by contractual maturity (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Amortized Cost
Due in one year or less	$ 14,365,000		$ 14,365,000
Due after one year through five years	36,511,000		36,511,000
Due after five years through ten years	456,439,000		456,439,000
Due after ten years	1,841,213,000		1,841,213,000
Total	2,348,528,000		2,348,528,000		$ 2,487,440,000
Fair Value
Due in one year or less	14,057,000		14,057,000
Due after one year through five years	32,483,000		32,483,000
Due after five years through ten years	389,368,000		389,368,000
Due after ten years	1,485,033,000		1,485,033,000
Fair Value	1,920,941,000		1,920,941,000		2,084,736,000
Amortized Cost
Due in one year or less	143,274,000		143,274,000
Due after one year through five years	306,612,000		306,612,000
Due after five years through ten years	1,239,040,000		1,239,040,000
Due after ten years	3,635,694,000		3,635,694,000
Amortized Cost	5,324,620,000		5,324,620,000		5,561,006,000
Fair Value
Due in one year or less	141,624,000		141,624,000
Due after one year through five years	285,442,000		285,442,000
Due after five years through ten years	1,063,459,000		1,063,459,000
Due after ten years	3,007,739,000		3,007,739,000
Fair Value	4,498,264,000		4,498,264,000		$ 4,784,388,000
Information with respect to sales of held-to-maturity
Proceeds from sales of investment securities held to maturity	0	$ 0	0	$ 0
Information with respect to sales of available-for-sale securities
Gross gains		1,300,000
Gross losses				(1,300,000)
Sold securities	0		0
Realized gains or losses	$ 0	$ 45,000	$ 0	$ 45,000

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Investment Securities - Securities with gross unrealized losses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Securities Held to Maturity, Gross Unrealized Losses
Twelve Months or More	$ 427,587	$ 402,704
Securities Held to Maturity, Fair Value
Twelve Months or More	1,920,941	2,084,737
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	2,117	536
Twelve Months or More	825,029	777,980
Securities Available for Sale, Fair Value
Less Than Twelve Months	57,829	66,584
Twelve Months or More	4,334,325	4,618,627
U.S. Treasuries
Securities Available for Sale, Gross Unrealized Losses
Twelve Months or More	153	830
Securities Available for Sale, Fair Value
Less Than Twelve Months	10,834
Twelve Months or More	24,815	73,890
U.S. Treasuries | Maximum
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	1
U.S. Government agencies
Securities Held to Maturity, Gross Unrealized Losses
Twelve Months or More	24,781	24,607
Securities Held to Maturity, Fair Value
Twelve Months or More	122,489	172,660
Securities Available for Sale, Gross Unrealized Losses
Twelve Months or More	21,025	21,383
Securities Available for Sale, Fair Value
Twelve Months or More	195,123	224,706
Residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Securities Held to Maturity, Gross Unrealized Losses
Twelve Months or More	243,434	227,312
Securities Held to Maturity, Fair Value
Twelve Months or More	1,126,708	1,210,790
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	136	122
Twelve Months or More	286,293	263,970
Securities Available for Sale, Fair Value
Less Than Twelve Months	8,848	9,358
Twelve Months or More	1,430,209	1,539,208
Residential collateralized mortgage-obligations issued by U.S. government agencies or sponsored enterprises
Securities Held to Maturity, Gross Unrealized Losses
Twelve Months or More	73,856	68,139
Securities Held to Maturity, Fair Value
Twelve Months or More	354,612	376,745
Securities Available for Sale, Gross Unrealized Losses
Twelve Months or More	102,173	99,313
Securities Available for Sale, Fair Value
Twelve Months or More	489,387	527,422
Commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Securities Held to Maturity, Gross Unrealized Losses
Twelve Months or More	74,117	71,327
Securities Held to Maturity, Fair Value
Twelve Months or More	277,064	282,728
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	106	91
Twelve Months or More	199,119	194,380
Securities Available for Sale, Fair Value
Less Than Twelve Months	16,816	7,959
Twelve Months or More	920,215	955,059
State and municipal obligations
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	1,860	177
Twelve Months or More	169,869	152,114
Securities Available for Sale, Fair Value
Less Than Twelve Months	20,142	6,340
Twelve Months or More	930,359	967,305
Small Business Administration loan-backed securities
Securities Held to Maturity, Gross Unrealized Losses
Twelve Months or More	11,399	11,319
Securities Held to Maturity, Fair Value
Twelve Months or More	40,068	41,814
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	2	128
Twelve Months or More	43,219	42,222
Securities Available for Sale, Fair Value
Less Than Twelve Months	704	42,447
Twelve Months or More	317,384	304,770
Corporate securities
Securities Available for Sale, Gross Unrealized Losses
Less Than Twelve Months	13	18
Twelve Months or More	3,178	3,768
Securities Available for Sale, Fair Value
Less Than Twelve Months	485	480
Twelve Months or More	$ 26,833	$ 26,267

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Investment Securities - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Additional disclosures
Carrying amount of the securities pledged to collateralize repurchase agreements	$ 7,048,308,000	$ 7,463,871,000
Other investment securities	0
Asset Pledged as Collateral
Additional disclosures
Investment securities market value	2,300,000,000	3,000,000,000.0
Carrying value of public fund deposits	2,500,000,000	3,200,000,000
Asset Pledged as Collateral | Public Funds Deposits
Additional disclosures
Carrying value of public fund deposits	2,200,000,000	2,400,000,000
Asset Pledged as Collateral | FHLB Advances
Additional disclosures
Carrying value of public fund deposits	196,700,000	729,400,000
Asset Pledged as Collateral | Interest rate swap
Additional disclosures
Carrying value of public fund deposits	$ 108,000,000.0	$ 115,000,000.0

XML

Investment Securities - Trading Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Investment Securities
Trading securities	$ 92,161	$ 31,321
U.S. Treasuries
Investment Securities
Trading securities	20,500
U.S. Government agencies
Investment Securities
Trading securities	10,220	1,537
Residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Investment Securities
Trading securities	28,838	14,461
Other residential mortgage issued or guaranteed by U.S. government agencies or sponsored enterprises
Investment Securities
Trading securities	1,865
Commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Investment Securities
Trading securities	2,782
State and municipal obligations
Investment Securities
Trading securities	26,134	14,620
Other debt securities
Investment Securities
Trading securities	$ 1,822	$ 703

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Investment Securities - Net losses on trading securities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Investment Securities
Net gains (losses) on sales transaction	$ 170	$ 7	$ 224	$ (40)
Net mark to mark losses	(323)	(195)	(311)	(201)
Net losses on trading securities	$ (153)	$ (188)	$ (87)	$ (241)

XML

Loans - Summary of loans (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Summary of Loans
Total loans	$ 33,234,564		$ 32,388,489
Less allowance for credit losses	(472,298)	$ (469,654)	(456,573)	$ (427,392)	$ (370,645)	$ (356,444)
Loans, net	32,762,266		31,931,916
Deferred costs	77,800		68,000
Unamortized Discounts	42,700		51,300
Accrued interest receivable (AIR)	$ 132,700		$ 127,000
Financing Receivable, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Other Assets.		Other Assets.
Construction and land development
Summary of Loans
Total loans	$ 2,592,307		$ 2,923,514
Consumer Owner-Occupied Loans
Summary of Loans
Total loans	6,969,340		6,595,005
Home equity loans
Summary of Loans
Total loans	1,471,384		1,398,445
Commercial and industrial
Summary of Loans
Total loans	5,769,838		5,504,539
Other income producing property
Summary of Loans
Total loans	624,957		656,334
Consumer loans
Summary of Loans
Total loans	1,175,135		1,233,650
Other loans
Summary of Loans
Total loans	1,809		7,697
Commercial loans
Summary of Loans
Total loans	23,032,301		22,391,162
Commercial loans | Construction and land development
Summary of Loans
Total loans	2,048,073		2,207,965
Commercial loans | Commercial non-owner occupied
Summary of Loans
Total loans	9,106,816		8,571,634
Commercial loans | Commercial non-owner occupied real estate
Summary of Loans
Total loans	5,522,978		5,497,671
Commercial loans | Consumer Owner-Occupied Loans
Summary of Loans
Total loans	64,179		57,443
Commercial loans | Commercial and industrial
Summary of Loans
Total loans	5,769,838		5,504,539
Commercial loans | Other income producing property
Summary of Loans
Total loans	518,608		544,213
Commercial loans | Other loans
Summary of Loans
Total loans	1,809		7,697
Consumer loans
Summary of Loans
Total loans	10,202,263		9,997,327
Consumer loans | Construction and land development
Summary of Loans
Total loans	544,234		715,549
Consumer loans | Consumer Owner-Occupied Loans
Summary of Loans
Total loans	6,905,161		6,537,562
Consumer loans | Home equity loans
Summary of Loans
Total loans	1,471,384		1,398,445
Consumer loans | Other income producing property
Summary of Loans
Total loans	106,349		112,121
Consumer loans | Consumer loans
Summary of Loans
Total loans	$ 1,175,135		$ 1,233,650

XML

Loans - Credit risk profile by risk grade of commercial and consumer loans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Loans
Amortized Cost Basis by Origination Year - 2024/2023	$ 2,478,617		$ 2,478,617		$ 4,676,676
Amortized Cost Basis by Origination Year - 2023/2022	4,408,679		4,408,679		8,985,446
Amortized Cost Basis by Origination Year - 2022/2021	9,046,915		9,046,915		6,291,335
Amortized Cost Basis by Origination Year - 2021/2020	5,892,077		5,892,077		2,591,604
Amortized Cost Basis by Origination Year - 2020/2019	2,425,235		2,425,235		2,079,547
Amortized Cost Basis by Origination Year - Prior	5,789,888		5,789,888		4,459,113
Amortized Cost Basis by Origination Year - Revolving	3,193,153		3,193,153		3,304,768
Total loans	33,234,564		33,234,564		32,388,489
Current-period gross charge-offs - 2024/2023			546		7,713
Current-period gross charge-offs - 2023/2022			1,848		4,973
Current-period gross charge-offs - 2022/2021			3,885		13,818
Current-period gross charge-offs - 2021/2020			692		977
Current-period gross charge-offs - 2020/2019			366		982
Current-period gross charge-offs - Prior			5,516		2,479
Current-period gross charge-offs - Revolving			3,677		9,706
Current-period gross charge-offs - Total	8,590	$ 7,578	16,530	$ 12,205	40,648
30 days past due
Loans
Total loans	53,850		53,850		60,085
60 days past due
Loans
Total loans	14,321		14,321		18,276
90 days past due
Loans
Total loans	6,759		6,759		12,479
Construction and land development
Loans
Total loans	2,592,307		2,592,307		2,923,514
Construction and land development | 30 days past due
Loans
Total loans	46		46		624
Commercial and industrial
Loans
Total loans	5,769,838		5,769,838		5,504,539
Commercial and industrial | 30 days past due
Loans
Total loans	22,597		22,597		25,231
Commercial and industrial | 60 days past due
Loans
Total loans	5,891		5,891		7,194
Commercial and industrial | 90 days past due
Loans
Total loans	5,656		5,656		9,193
Other income producing property
Loans
Total loans	624,957		624,957		656,334
Other income producing property | 30 days past due
Loans
Total loans	578		578		569
Other income producing property | 60 days past due
Loans
Total loans	65		65		570
Other income producing property | 90 days past due
Loans
Total loans	118		118
Consumer Owner-Occupied Loans
Loans
Total loans	6,969,340		6,969,340		6,595,005
Consumer Owner-Occupied Loans | 30 days past due
Loans
Total loans	9,305		9,305		7,903
Consumer Owner-Occupied Loans | 60 days past due
Loans
Total loans	682		682		552
Consumer Owner-Occupied Loans | 90 days past due
Loans
Total loans					920
Home equity loans
Loans
Total loans	1,471,384		1,471,384		1,398,445
Home equity loans | 30 days past due
Loans
Total loans	4,354		4,354		6,500
Home equity loans | 60 days past due
Loans
Total loans	458		458		1,326
Consumer loans
Loans
Total loans	1,175,135		1,175,135		1,233,650
Consumer loans | 30 days past due
Loans
Total loans	9,861		9,861		13,212
Consumer loans | 60 days past due
Loans
Total loans	5,928		5,928		7,370
Other loans
Loans
Total loans	1,809		1,809		7,697
Commercial loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,984,149		1,984,149		3,204,603
Amortized Cost Basis by Origination Year - 2023/2022	2,962,295		2,962,295		6,073,713
Amortized Cost Basis by Origination Year - 2022/2021	6,187,558		6,187,558		4,371,935
Amortized Cost Basis by Origination Year - 2021/2020	4,067,747		4,067,747		1,858,439
Amortized Cost Basis by Origination Year - 2020/2019	1,738,671		1,738,671		1,717,565
Amortized Cost Basis by Origination Year - Prior	4,523,834		4,523,834		3,428,397
Amortized Cost Basis by Origination Year - Revolving	1,568,047		1,568,047		1,736,510
Total loans	23,032,301		23,032,301		22,391,162
Current-period gross charge-offs - 2024/2023			523		7,272
Current-period gross charge-offs - 2023/2022			941		3,297
Current-period gross charge-offs - 2022/2021			2,450		13,220
Current-period gross charge-offs - 2021/2020			557		633
Current-period gross charge-offs - 2020/2019			325		765
Current-period gross charge-offs - Prior			5,086		1,892
Current-period gross charge-offs - Revolving			1,160		1,144
Current-period gross charge-offs - Total			11,042		28,223
Commercial loans | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,912,646		1,912,646		3,069,006
Amortized Cost Basis by Origination Year - 2023/2022	2,819,438		2,819,438		5,828,607
Amortized Cost Basis by Origination Year - 2022/2021	5,819,429		5,819,429		4,239,975
Amortized Cost Basis by Origination Year - 2021/2020	3,775,922		3,775,922		1,750,366
Amortized Cost Basis by Origination Year - 2020/2019	1,620,200		1,620,200		1,584,255
Amortized Cost Basis by Origination Year - Prior	4,253,233		4,253,233		3,250,640
Amortized Cost Basis by Origination Year - Revolving	1,446,729		1,446,729		1,621,501
Total loans	21,647,597		21,647,597		21,344,350
Commercial loans | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	5,044		5,044		10,183
Amortized Cost Basis by Origination Year - 2023/2022	36,975		36,975		114,357
Amortized Cost Basis by Origination Year - 2022/2021	143,474		143,474		42,567
Amortized Cost Basis by Origination Year - 2021/2020	149,646		149,646		14,351
Amortized Cost Basis by Origination Year - 2020/2019	11,141		11,141		22,077
Amortized Cost Basis by Origination Year - Prior	41,328		41,328		39,179
Amortized Cost Basis by Origination Year - Revolving	28,108		28,108		19,286
Total loans	415,716		415,716		262,000
Commercial loans | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	66,455		66,455		125,409
Amortized Cost Basis by Origination Year - 2023/2022	105,873		105,873		130,738
Amortized Cost Basis by Origination Year - 2022/2021	224,631		224,631		89,324
Amortized Cost Basis by Origination Year - 2021/2020	142,116		142,116		93,717
Amortized Cost Basis by Origination Year - 2020/2019	107,328		107,328		111,233
Amortized Cost Basis by Origination Year - Prior	229,260		229,260		138,555
Amortized Cost Basis by Origination Year - Revolving	93,206		93,206		95,719
Total loans	968,869		968,869		784,695
Commercial loans | Doubtful
Loans
Amortized Cost Basis by Origination Year - 2024/2023	4		4		5
Amortized Cost Basis by Origination Year - 2023/2022	9		9		11
Amortized Cost Basis by Origination Year - 2022/2021	24		24		69
Amortized Cost Basis by Origination Year - 2021/2020	63		63		5
Amortized Cost Basis by Origination Year - 2020/2019	2		2
Amortized Cost Basis by Origination Year - Prior	13		13		23
Amortized Cost Basis by Origination Year - Revolving	4		4		4
Total loans	119		119		117
Commercial loans | Construction and land development
Loans
Amortized Cost Basis by Origination Year - 2024/2023	126,532		126,532		482,933
Amortized Cost Basis by Origination Year - 2023/2022	520,819		520,819		1,118,792
Amortized Cost Basis by Origination Year - 2022/2021	1,146,136		1,146,136		507,120
Amortized Cost Basis by Origination Year - 2021/2020	177,860		177,860		19,629
Amortized Cost Basis by Origination Year - 2020/2019	10,083		10,083		9,870
Amortized Cost Basis by Origination Year - Prior	18,010		18,010		20,430
Amortized Cost Basis by Origination Year - Revolving	48,633		48,633		49,191
Total loans	2,048,073		2,048,073		2,207,965
Current-period gross charge-offs - 2021/2020					204
Current-period gross charge-offs - 2020/2019			74
Current-period gross charge-offs - Prior			2,088		2
Current-period gross charge-offs - Total			2,162		206
Commercial loans | Construction and land development | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	125,752		125,752		480,860
Amortized Cost Basis by Origination Year - 2023/2022	519,137		519,137		1,036,691
Amortized Cost Basis by Origination Year - 2022/2021	1,100,600		1,100,600		503,433
Amortized Cost Basis by Origination Year - 2021/2020	128,693		128,693		19,626
Amortized Cost Basis by Origination Year - 2020/2019	10,082		10,082		5,585
Amortized Cost Basis by Origination Year - Prior	17,056		17,056		19,200
Amortized Cost Basis by Origination Year - Revolving	48,633		48,633		49,191
Total loans	1,949,953		1,949,953		2,114,586
Commercial loans | Construction and land development | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	733		733		1,683
Amortized Cost Basis by Origination Year - 2023/2022	1,682		1,682		35,790
Amortized Cost Basis by Origination Year - 2022/2021	30,311		30,311		2,922
Amortized Cost Basis by Origination Year - 2021/2020	48,402		48,402
Amortized Cost Basis by Origination Year - Prior	341		341		458
Total loans	81,469		81,469		40,853
Commercial loans | Construction and land development | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	47		47		390
Amortized Cost Basis by Origination Year - 2023/2022					46,311
Amortized Cost Basis by Origination Year - 2022/2021	15,225		15,225		765
Amortized Cost Basis by Origination Year - 2021/2020	765		765
Amortized Cost Basis by Origination Year - 2020/2019					4,285
Amortized Cost Basis by Origination Year - Prior	608		608		767
Total loans	16,645		16,645		52,518
Commercial loans | Construction and land development | Doubtful
Loans
Amortized Cost Basis by Origination Year - 2021/2020					3
Amortized Cost Basis by Origination Year - 2020/2019	1		1
Amortized Cost Basis by Origination Year - Prior	5		5		5
Total loans	6		6		8
Commercial loans | Commercial non-owner occupied
Loans
Amortized Cost Basis by Origination Year - 2024/2023	386,189		386,189		836,159
Amortized Cost Basis by Origination Year - 2023/2022	910,991		910,991		2,552,393
Amortized Cost Basis by Origination Year - 2022/2021	2,760,602		2,760,602		1,934,481
Amortized Cost Basis by Origination Year - 2021/2020	2,102,335		2,102,335		746,407
Amortized Cost Basis by Origination Year - 2020/2019	712,042		712,042		795,642
Amortized Cost Basis by Origination Year - Prior	2,137,987		2,137,987		1,601,612
Amortized Cost Basis by Origination Year - Revolving	96,670		96,670		104,940
Total loans	9,106,816		9,106,816		8,571,634
Current-period gross charge-offs - 2022/2021					51
Current-period gross charge-offs - 2021/2020			176
Current-period gross charge-offs - Prior			71		253
Current-period gross charge-offs - Total			247		304
Commercial loans | Commercial non-owner occupied | 30 days past due
Loans
Total loans	2,246		2,246		2,194
Commercial loans | Commercial non-owner occupied | 60 days past due
Loans
Total loans	60		60		123
Commercial loans | Commercial non-owner occupied | 90 days past due
Loans
Total loans	510		510		1,378
Commercial loans | Commercial non-owner occupied | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	346,456		346,456		759,501
Amortized Cost Basis by Origination Year - 2023/2022	849,321		849,321		2,501,611
Amortized Cost Basis by Origination Year - 2022/2021	2,566,851		2,566,851		1,878,889
Amortized Cost Basis by Origination Year - 2021/2020	1,932,908		1,932,908		674,470
Amortized Cost Basis by Origination Year - 2020/2019	620,771		620,771		706,794
Amortized Cost Basis by Origination Year - Prior	1,995,747		1,995,747		1,535,248
Amortized Cost Basis by Origination Year - Revolving	96,578		96,578		104,698
Total loans	8,408,632		8,408,632		8,161,211
Commercial loans | Commercial non-owner occupied | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	247		247		3,376
Amortized Cost Basis by Origination Year - 2023/2022	17,986		17,986		38,854
Amortized Cost Basis by Origination Year - 2022/2021	54,393		54,393		19,899
Amortized Cost Basis by Origination Year - 2021/2020	92,173		92,173		10,044
Amortized Cost Basis by Origination Year - 2020/2019	8,646		8,646		9,872
Amortized Cost Basis by Origination Year - Prior	12,503		12,503		12,976
Amortized Cost Basis by Origination Year - Revolving	92		92		93
Total loans	186,040		186,040		95,114
Commercial loans | Commercial non-owner occupied | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	39,486		39,486		73,282
Amortized Cost Basis by Origination Year - 2023/2022	43,684		43,684		11,928
Amortized Cost Basis by Origination Year - 2022/2021	139,358		139,358		35,692
Amortized Cost Basis by Origination Year - 2021/2020	77,253		77,253		61,893
Amortized Cost Basis by Origination Year - 2020/2019	82,625		82,625		78,976
Amortized Cost Basis by Origination Year - Prior	129,737		129,737		53,388
Amortized Cost Basis by Origination Year - Revolving					149
Total loans	512,143		512,143		315,308
Commercial loans | Commercial non-owner occupied | Doubtful
Loans
Amortized Cost Basis by Origination Year - 2022/2021					1
Amortized Cost Basis by Origination Year - 2021/2020	1		1
Total loans	1		1		1
Commercial loans | Commercial owner-occupied real estate loan
Loans
Amortized Cost Basis by Origination Year - 2024/2023	273,846		273,846		582,411
Amortized Cost Basis by Origination Year - 2023/2022	615,915		615,915		1,084,642
Amortized Cost Basis by Origination Year - 2022/2021	1,111,930		1,111,930		1,131,563
Amortized Cost Basis by Origination Year - 2021/2020	1,087,575		1,087,575		663,438
Amortized Cost Basis by Origination Year - 2020/2019	630,968		630,968		676,168
Amortized Cost Basis by Origination Year - Prior	1,715,110		1,715,110		1,262,571
Amortized Cost Basis by Origination Year - Revolving	87,634		87,634		96,878
Total loans	5,522,978		5,522,978		5,497,671
Current-period gross charge-offs - 2023/2022					126
Current-period gross charge-offs - 2021/2020			91
Current-period gross charge-offs - 2020/2019			227
Current-period gross charge-offs - Prior			75
Current-period gross charge-offs - Total			393		126
Commercial loans | Commercial owner-occupied real estate loan | 30 days past due
Loans
Total loans	4,863		4,863		3,852
Commercial loans | Commercial owner-occupied real estate loan | 60 days past due
Loans
Total loans	1,237		1,237		1,141
Commercial loans | Commercial owner-occupied real estate loan | 90 days past due
Loans
Total loans	475		475		988
Commercial loans | Commercial owner-occupied real estate loan | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	261,676		261,676		556,192
Amortized Cost Basis by Origination Year - 2023/2022	574,218		574,218		1,015,236
Amortized Cost Basis by Origination Year - 2022/2021	1,024,957		1,024,957		1,088,976
Amortized Cost Basis by Origination Year - 2021/2020	1,044,146		1,044,146		635,694
Amortized Cost Basis by Origination Year - 2020/2019	608,433		608,433		648,082
Amortized Cost Basis by Origination Year - Prior	1,622,413		1,622,413		1,176,796
Amortized Cost Basis by Origination Year - Revolving	73,759		73,759		88,298
Total loans	5,209,602		5,209,602		5,209,274
Commercial loans | Commercial owner-occupied real estate loan | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	2,123		2,123		1,976
Amortized Cost Basis by Origination Year - 2023/2022	13,806		13,806		31,484
Amortized Cost Basis by Origination Year - 2022/2021	51,635		51,635		15,777
Amortized Cost Basis by Origination Year - 2021/2020	6,445		6,445		1,435
Amortized Cost Basis by Origination Year - 2020/2019	1,017		1,017		7,776
Amortized Cost Basis by Origination Year - Prior	21,362		21,362		22,551
Amortized Cost Basis by Origination Year - Revolving	5,167		5,167		690
Total loans	101,555		101,555		81,689
Commercial loans | Commercial owner-occupied real estate loan | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	10,043		10,043		24,240
Amortized Cost Basis by Origination Year - 2023/2022	27,888		27,888		37,922
Amortized Cost Basis by Origination Year - 2022/2021	35,338		35,338		26,810
Amortized Cost Basis by Origination Year - 2021/2020	36,984		36,984		26,308
Amortized Cost Basis by Origination Year - 2020/2019	21,518		21,518		20,310
Amortized Cost Basis by Origination Year - Prior	71,331		71,331		63,220
Amortized Cost Basis by Origination Year - Revolving	8,708		8,708		7,890
Total loans	211,810		211,810		206,700
Commercial loans | Commercial owner-occupied real estate loan | Doubtful
Loans
Amortized Cost Basis by Origination Year - 2024/2023	4		4		3
Amortized Cost Basis by Origination Year - 2023/2022	3		3
Amortized Cost Basis by Origination Year - 2021/2020					1
Amortized Cost Basis by Origination Year - Prior	4		4		4
Total loans	11		11		8
Commercial loans | Commercial and industrial
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,167,346		1,167,346		1,217,013
Amortized Cost Basis by Origination Year - 2023/2022	837,597		837,597		1,177,852
Amortized Cost Basis by Origination Year - 2022/2021	1,037,419		1,037,419		696,283
Amortized Cost Basis by Origination Year - 2021/2020	602,996		602,996		374,432
Amortized Cost Basis by Origination Year - 2020/2019	335,234		335,234		191,861
Amortized Cost Basis by Origination Year - Prior	523,850		523,850		429,408
Amortized Cost Basis by Origination Year - Revolving	1,265,396		1,265,396		1,417,690
Total loans	5,769,838		5,769,838		5,504,539
Current-period gross charge-offs - 2024/2023			523		7,272
Current-period gross charge-offs - 2023/2022			941		3,171
Current-period gross charge-offs - 2022/2021			2,450		13,169
Current-period gross charge-offs - 2021/2020			290		429
Current-period gross charge-offs - 2020/2019			24		765
Current-period gross charge-offs - Prior			2,852		1,637
Current-period gross charge-offs - Revolving			1,160		1,144
Current-period gross charge-offs - Total			8,240		27,587
Commercial loans | Commercial and industrial | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,150,687		1,150,687		1,187,836
Amortized Cost Basis by Origination Year - 2023/2022	801,250		801,250		1,140,702
Amortized Cost Basis by Origination Year - 2022/2021	999,002		999,002		669,188
Amortized Cost Basis by Origination Year - 2021/2020	576,804		576,804		367,668
Amortized Cost Basis by Origination Year - 2020/2019	331,704		331,704		182,519
Amortized Cost Basis by Origination Year - Prior	498,792		498,792		413,271
Amortized Cost Basis by Origination Year - Revolving	1,160,020		1,160,020		1,313,978
Total loans	5,518,259		5,518,259		5,275,162
Commercial loans | Commercial and industrial | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,782		1,782		2,395
Amortized Cost Basis by Origination Year - 2023/2022	2,765		2,765		7,624
Amortized Cost Basis by Origination Year - 2022/2021	6,856		6,856		3,604
Amortized Cost Basis by Origination Year - 2021/2020	1,624		1,624		2,762
Amortized Cost Basis by Origination Year - 2020/2019	678		678		3,870
Amortized Cost Basis by Origination Year - Prior	4,605		4,605		898
Amortized Cost Basis by Origination Year - Revolving	22,173		22,173		18,300
Total loans	40,483		40,483		39,453
Commercial loans | Commercial and industrial | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	14,877		14,877		26,780
Amortized Cost Basis by Origination Year - 2023/2022	33,576		33,576		29,515
Amortized Cost Basis by Origination Year - 2022/2021	31,537		31,537		23,423
Amortized Cost Basis by Origination Year - 2021/2020	24,506		24,506		4,001
Amortized Cost Basis by Origination Year - 2020/2019	2,851		2,851		5,472
Amortized Cost Basis by Origination Year - Prior	20,450		20,450		15,226
Amortized Cost Basis by Origination Year - Revolving	83,199		83,199		85,409
Total loans	210,996		210,996		189,826
Commercial loans | Commercial and industrial | Doubtful
Loans
Amortized Cost Basis by Origination Year - 2024/2023					2
Amortized Cost Basis by Origination Year - 2023/2022	6		6		11
Amortized Cost Basis by Origination Year - 2022/2021	24		24		68
Amortized Cost Basis by Origination Year - 2021/2020	62		62		1
Amortized Cost Basis by Origination Year - 2020/2019	1		1
Amortized Cost Basis by Origination Year - Prior	3		3		13
Amortized Cost Basis by Origination Year - Revolving	4		4		3
Total loans	100		100		98
Commercial loans | Other income producing property
Loans
Amortized Cost Basis by Origination Year - 2024/2023	25,231		25,231		59,222
Amortized Cost Basis by Origination Year - 2023/2022	58,251		58,251		135,186
Amortized Cost Basis by Origination Year - 2022/2021	124,827		124,827		99,724
Amortized Cost Basis by Origination Year - 2021/2020	93,061		93,061		52,272
Amortized Cost Basis by Origination Year - 2020/2019	49,680		49,680		41,906
Amortized Cost Basis by Origination Year - Prior	127,723		127,723		113,878
Amortized Cost Basis by Origination Year - Revolving	39,835		39,835		42,025
Total loans	518,608		518,608		544,213
Commercial loans | Other income producing property | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	24,165		24,165		58,012
Amortized Cost Basis by Origination Year - 2023/2022	57,019		57,019		129,858
Amortized Cost Basis by Origination Year - 2022/2021	121,434		121,434		96,743
Amortized Cost Basis by Origination Year - 2021/2020	89,451		89,451		51,615
Amortized Cost Basis by Origination Year - 2020/2019	48,566		48,566		40,988
Amortized Cost Basis by Origination Year - Prior	118,513		118,513		105,810
Amortized Cost Basis by Origination Year - Revolving	38,353		38,353		39,701
Total loans	497,501		497,501		522,727
Commercial loans | Other income producing property | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	139		139		517
Amortized Cost Basis by Origination Year - 2023/2022	507		507		266
Amortized Cost Basis by Origination Year - 2022/2021	220		220		347
Amortized Cost Basis by Origination Year - 2021/2020	1,002		1,002		69
Amortized Cost Basis by Origination Year - 2020/2019	785		785		288
Amortized Cost Basis by Origination Year - Prior	2,253		2,253		2,296
Amortized Cost Basis by Origination Year - Revolving	183		183		203
Total loans	5,089		5,089		3,986
Commercial loans | Other income producing property | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	927		927		693
Amortized Cost Basis by Origination Year - 2023/2022	725		725		5,062
Amortized Cost Basis by Origination Year - 2022/2021	3,173		3,173		2,634
Amortized Cost Basis by Origination Year - 2021/2020	2,608		2,608		588
Amortized Cost Basis by Origination Year - 2020/2019	329		329		630
Amortized Cost Basis by Origination Year - Prior	6,957		6,957		5,772
Amortized Cost Basis by Origination Year - Revolving	1,299		1,299		2,121
Total loans	16,018		16,018		17,500
Commercial loans | Consumer Owner-Occupied Loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	3,196		3,196		19,168
Amortized Cost Basis by Origination Year - 2023/2022	18,722		18,722		4,848
Amortized Cost Basis by Origination Year - 2022/2021	6,644		6,644		2,764
Amortized Cost Basis by Origination Year - 2021/2020	3,920		3,920		2,261
Amortized Cost Basis by Origination Year - 2020/2019	664		664		2,118
Amortized Cost Basis by Origination Year - Prior	1,154		1,154		498
Amortized Cost Basis by Origination Year - Revolving	29,879		29,879		25,786
Total loans	64,179		64,179		57,443
Commercial loans | Consumer Owner-Occupied Loans | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	2,101		2,101		18,908
Amortized Cost Basis by Origination Year - 2023/2022	18,493		18,493		4,509
Amortized Cost Basis by Origination Year - 2022/2021	6,585		6,585		2,746
Amortized Cost Basis by Origination Year - 2021/2020	3,920		3,920		1,293
Amortized Cost Basis by Origination Year - 2020/2019	644		644		287
Amortized Cost Basis by Origination Year - Prior	712		712		315
Amortized Cost Basis by Origination Year - Revolving	29,386		29,386		25,635
Total loans	61,841		61,841		53,693
Commercial loans | Consumer Owner-Occupied Loans | Special mention
Loans
Amortized Cost Basis by Origination Year - 2024/2023	20		20		236
Amortized Cost Basis by Origination Year - 2023/2022	229		229		339
Amortized Cost Basis by Origination Year - 2022/2021	59		59		18
Amortized Cost Basis by Origination Year - 2021/2020					41
Amortized Cost Basis by Origination Year - 2020/2019	15		15		271
Amortized Cost Basis by Origination Year - Prior	264		264
Amortized Cost Basis by Origination Year - Revolving	493		493
Total loans	1,080		1,080		905
Commercial loans | Consumer Owner-Occupied Loans | Substandard
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,075		1,075		24
Amortized Cost Basis by Origination Year - 2021/2020					927
Amortized Cost Basis by Origination Year - 2020/2019	5		5		1,560
Amortized Cost Basis by Origination Year - Prior	177		177		182
Amortized Cost Basis by Origination Year - Revolving					150
Total loans	1,257		1,257		2,843
Commercial loans | Consumer Owner-Occupied Loans | Doubtful
Loans
Amortized Cost Basis by Origination Year - Prior	1		1		1
Amortized Cost Basis by Origination Year - Revolving					1
Total loans	1		1		2
Commercial loans | Other loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,809		1,809		7,697
Total loans	1,809		1,809		7,697
Commercial loans | Other loans | Pass
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,809		1,809		7,697
Total loans	1,809		1,809		7,697
Consumer loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	494,468		494,468		1,472,073
Amortized Cost Basis by Origination Year - 2023/2022	1,446,384		1,446,384		2,911,733
Amortized Cost Basis by Origination Year - 2022/2021	2,859,357		2,859,357		1,919,400
Amortized Cost Basis by Origination Year - 2021/2020	1,824,330		1,824,330		733,165
Amortized Cost Basis by Origination Year - 2020/2019	686,564		686,564		361,982
Amortized Cost Basis by Origination Year - Prior	1,266,054		1,266,054		1,030,716
Amortized Cost Basis by Origination Year - Revolving	1,625,106		1,625,106		1,568,258
Total loans	10,202,263		10,202,263		9,997,327
Current-period gross charge-offs - 2024/2023			23		441
Current-period gross charge-offs - 2023/2022			907		1,676
Current-period gross charge-offs - 2022/2021			1,435		598
Current-period gross charge-offs - 2021/2020			135		344
Current-period gross charge-offs - 2020/2019			41		217
Current-period gross charge-offs - Prior			430		587
Current-period gross charge-offs - Revolving			2,517		8,562
Current-period gross charge-offs - Total			5,488		12,425
Consumer loans | Current due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	493,761		493,761		1,468,427
Amortized Cost Basis by Origination Year - 2023/2022	1,438,712		1,438,712		2,905,191
Amortized Cost Basis by Origination Year - 2022/2021	2,850,948		2,850,948		1,915,515
Amortized Cost Basis by Origination Year - 2021/2020	1,818,831		1,818,831		729,369
Amortized Cost Basis by Origination Year - 2020/2019	683,522		683,522		360,664
Amortized Cost Basis by Origination Year - Prior	1,255,265		1,255,265		1,015,838
Amortized Cost Basis by Origination Year - Revolving	1,604,470		1,604,470		1,541,717
Total loans	10,145,509		10,145,509		9,936,721
Consumer loans | 30 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	702		702		2,092
Amortized Cost Basis by Origination Year - 2023/2022	2,925		2,925		2,589
Amortized Cost Basis by Origination Year - 2022/2021	3,162		3,162		1,903
Amortized Cost Basis by Origination Year - 2021/2020	1,908		1,908		928
Amortized Cost Basis by Origination Year - 2020/2019	2,137		2,137		888
Amortized Cost Basis by Origination Year - Prior	4,733		4,733		6,002
Amortized Cost Basis by Origination Year - Revolving	13,129		13,129		16,617
Total loans	28,696		28,696		31,019
Consumer loans | 60 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	4		4		64
Amortized Cost Basis by Origination Year - 2023/2022	2,242		2,242		1,020
Amortized Cost Basis by Origination Year - 2022/2021	2,096		2,096		692
Amortized Cost Basis by Origination Year - 2021/2020	1,131		1,131		788
Amortized Cost Basis by Origination Year - 2020/2019	117		117		4
Amortized Cost Basis by Origination Year - Prior	1,931		1,931		2,244
Amortized Cost Basis by Origination Year - Revolving	5,329		5,329		7,688
Total loans	12,850		12,850		12,500
Consumer loans | 90 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1		1		1,490
Amortized Cost Basis by Origination Year - 2023/2022	2,505		2,505		2,933
Amortized Cost Basis by Origination Year - 2022/2021	3,151		3,151		1,290
Amortized Cost Basis by Origination Year - 2021/2020	2,460		2,460		2,080
Amortized Cost Basis by Origination Year - 2020/2019	788		788		426
Amortized Cost Basis by Origination Year - Prior	4,125		4,125		6,632
Amortized Cost Basis by Origination Year - Revolving	2,178		2,178		2,236
Total loans	15,208		15,208		17,087
Consumer loans | Construction and land development
Loans
Amortized Cost Basis by Origination Year - 2024/2023	22,626		22,626		135,739
Amortized Cost Basis by Origination Year - 2023/2022	135,146		135,146		425,276
Amortized Cost Basis by Origination Year - 2022/2021	285,046		285,046		111,205
Amortized Cost Basis by Origination Year - 2021/2020	68,029		68,029		20,434
Amortized Cost Basis by Origination Year - 2020/2019	14,887		14,887		8,555
Amortized Cost Basis by Origination Year - Prior	18,500		18,500		14,340
Total loans	544,234		544,234		715,549
Current-period gross charge-offs - 2022/2021			304
Current-period gross charge-offs - Prior					19
Current-period gross charge-offs - Total			304		19
Consumer loans | Construction and land development | Current due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	22,626		22,626		135,739
Amortized Cost Basis by Origination Year - 2023/2022	135,146		135,146		425,276
Amortized Cost Basis by Origination Year - 2022/2021	284,726		284,726		111,205
Amortized Cost Basis by Origination Year - 2021/2020	68,029		68,029		20,322
Amortized Cost Basis by Origination Year - 2020/2019	14,886		14,886		8,555
Amortized Cost Basis by Origination Year - Prior	18,439		18,439		14,265
Total loans	543,852		543,852		715,362
Consumer loans | Construction and land development | 30 days past due
Loans
Amortized Cost Basis by Origination Year - 2021/2020					111
Amortized Cost Basis by Origination Year - Prior	45		45
Total loans	45		45		111
Consumer loans | Construction and land development | 90 days past due
Loans
Amortized Cost Basis by Origination Year - 2022/2021	320		320
Amortized Cost Basis by Origination Year - 2021/2020					1
Amortized Cost Basis by Origination Year - 2020/2019	1		1
Amortized Cost Basis by Origination Year - Prior	16		16		75
Total loans	337		337		76
Consumer loans | Commercial non-owner occupied
Loans
Current-period gross charge-offs - 2023/2022			136
Current-period gross charge-offs - 2022/2021			190
Current-period gross charge-offs - 2020/2019			12
Current-period gross charge-offs - Prior			41
Current-period gross charge-offs - Total			379
Consumer loans | Other income producing property
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,117		1,117		6,310
Amortized Cost Basis by Origination Year - 2023/2022	6,106		6,106		43,022
Amortized Cost Basis by Origination Year - 2022/2021	41,554		41,554		18,536
Amortized Cost Basis by Origination Year - 2021/2020	17,367		17,367		4,331
Amortized Cost Basis by Origination Year - 2020/2019	4,075		4,075		2,537
Amortized Cost Basis by Origination Year - Prior	35,901		35,901		37,105
Amortized Cost Basis by Origination Year - Revolving	229		229		280
Total loans	106,349		106,349		112,121
Consumer loans | Other income producing property | Current due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1,117		1,117		6,310
Amortized Cost Basis by Origination Year - 2023/2022	6,106		6,106		43,022
Amortized Cost Basis by Origination Year - 2022/2021	41,554		41,554		18,536
Amortized Cost Basis by Origination Year - 2021/2020	17,367		17,367		4,331
Amortized Cost Basis by Origination Year - 2020/2019	4,075		4,075		2,537
Amortized Cost Basis by Origination Year - Prior	35,549		35,549		36,911
Amortized Cost Basis by Origination Year - Revolving	229		229		280
Total loans	105,997		105,997		111,927
Consumer loans | Other income producing property | 30 days past due
Loans
Amortized Cost Basis by Origination Year - Prior	243		243		67
Total loans	243		243		67
Consumer loans | Other income producing property | 90 days past due
Loans
Amortized Cost Basis by Origination Year - Prior	109		109		127
Total loans	109		109		127
Consumer loans | Consumer Owner-Occupied Loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	351,672		351,672		1,022,825
Amortized Cost Basis by Origination Year - 2023/2022	1,041,272		1,041,272		2,130,728
Amortized Cost Basis by Origination Year - 2022/2021	2,268,880		2,268,880		1,644,659
Amortized Cost Basis by Origination Year - 2021/2020	1,621,540		1,621,540		631,130
Amortized Cost Basis by Origination Year - 2020/2019	604,336		604,336		289,326
Amortized Cost Basis by Origination Year - Prior	1,017,461		1,017,461		818,894
Total loans	6,905,161		6,905,161		6,537,562
Current-period gross charge-offs - 2024/2023					68
Current-period gross charge-offs - 2023/2022					90
Current-period gross charge-offs - 2022/2021					27
Current-period gross charge-offs - Prior					2
Current-period gross charge-offs - Total					187
Consumer loans | Consumer Owner-Occupied Loans | Current due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	351,049		351,049		1,019,956
Amortized Cost Basis by Origination Year - 2023/2022	1,034,667		1,034,667		2,125,156
Amortized Cost Basis by Origination Year - 2022/2021	2,262,299		2,262,299		1,641,518
Amortized Cost Basis by Origination Year - 2021/2020	1,616,397		1,616,397		628,107
Amortized Cost Basis by Origination Year - 2020/2019	601,949		601,949		288,304
Amortized Cost Basis by Origination Year - Prior	1,011,015		1,011,015		809,419
Total loans	6,877,376		6,877,376		6,512,460
Consumer loans | Consumer Owner-Occupied Loans | 30 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	623		623		1,589
Amortized Cost Basis by Origination Year - 2023/2022	2,764		2,764		2,268
Amortized Cost Basis by Origination Year - 2022/2021	2,451		2,451		1,524
Amortized Cost Basis by Origination Year - 2021/2020	1,766		1,766		654
Amortized Cost Basis by Origination Year - 2020/2019	1,827		1,827		707
Amortized Cost Basis by Origination Year - Prior	3,022		3,022		4,012
Total loans	12,453		12,453		10,754
Consumer loans | Consumer Owner-Occupied Loans | 60 days past due
Loans
Amortized Cost Basis by Origination Year - 2023/2022	2,115		2,115		766
Amortized Cost Basis by Origination Year - 2022/2021	1,799		1,799		528
Amortized Cost Basis by Origination Year - 2021/2020	975		975		680
Amortized Cost Basis by Origination Year - 2020/2019	109		109
Amortized Cost Basis by Origination Year - Prior	1,033		1,033		813
Total loans	6,031		6,031		2,787
Consumer loans | Consumer Owner-Occupied Loans | 90 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023					1,280
Amortized Cost Basis by Origination Year - 2023/2022	1,726		1,726		2,538
Amortized Cost Basis by Origination Year - 2022/2021	2,331		2,331		1,089
Amortized Cost Basis by Origination Year - 2021/2020	2,402		2,402		1,689
Amortized Cost Basis by Origination Year - 2020/2019	451		451		315
Amortized Cost Basis by Origination Year - Prior	2,391		2,391		4,650
Total loans	9,301		9,301		11,561
Consumer loans | Home equity loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	4,804		4,804		6,728
Amortized Cost Basis by Origination Year - 2023/2022	6,410		6,410		6,454
Amortized Cost Basis by Origination Year - 2022/2021	5,213		5,213		3,058
Amortized Cost Basis by Origination Year - 2021/2020	1,765		1,765		1,715
Amortized Cost Basis by Origination Year - 2020/2019	2,009		2,009		1,048
Amortized Cost Basis by Origination Year - Prior	13,119		13,119		13,187
Amortized Cost Basis by Origination Year - Revolving	1,438,064		1,438,064		1,366,255
Total loans	1,471,384		1,471,384		1,398,445
Current-period gross charge-offs - 2021/2020					64
Current-period gross charge-offs - Prior			110		29
Current-period gross charge-offs - Revolving					84
Current-period gross charge-offs - Total			110		177
Consumer loans | Home equity loans | Current due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	4,762		4,762		6,551
Amortized Cost Basis by Origination Year - 2023/2022	6,246		6,246		6,454
Amortized Cost Basis by Origination Year - 2022/2021	4,585		4,585		2,887
Amortized Cost Basis by Origination Year - 2021/2020	1,716		1,716		1,396
Amortized Cost Basis by Origination Year - 2020/2019	1,495		1,495		1,003
Amortized Cost Basis by Origination Year - Prior	12,018		12,018		11,518
Amortized Cost Basis by Origination Year - Revolving	1,432,868		1,432,868		1,358,829
Total loans	1,463,690		1,463,690		1,388,638
Consumer loans | Home equity loans | 30 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	42		42		60
Amortized Cost Basis by Origination Year - 2023/2022	31		31
Amortized Cost Basis by Origination Year - 2022/2021	392		392		132
Amortized Cost Basis by Origination Year - 2021/2020	13		13		21
Amortized Cost Basis by Origination Year - 2020/2019	306		306		44
Amortized Cost Basis by Origination Year - Prior	336		336		539
Amortized Cost Basis by Origination Year - Revolving	4,701		4,701		5,860
Total loans	5,821		5,821		6,656
Consumer loans | Home equity loans | 60 days past due
Loans
Amortized Cost Basis by Origination Year - 2023/2022	35		35
Amortized Cost Basis by Origination Year - 2022/2021	8		8		12
Amortized Cost Basis by Origination Year - 2021/2020					104
Amortized Cost Basis by Origination Year - Prior	243		243		458
Amortized Cost Basis by Origination Year - Revolving	228		228		1,268
Total loans	514		514		1,842
Consumer loans | Home equity loans | 90 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023					117
Amortized Cost Basis by Origination Year - 2023/2022	98		98
Amortized Cost Basis by Origination Year - 2022/2021	228		228		27
Amortized Cost Basis by Origination Year - 2021/2020	36		36		194
Amortized Cost Basis by Origination Year - 2020/2019	208		208		1
Amortized Cost Basis by Origination Year - Prior	522		522		672
Amortized Cost Basis by Origination Year - Revolving	267		267		298
Total loans	1,359		1,359		1,309
Consumer loans | Consumer loans
Loans
Amortized Cost Basis by Origination Year - 2024/2023	114,249		114,249		300,471
Amortized Cost Basis by Origination Year - 2023/2022	257,450		257,450		306,253
Amortized Cost Basis by Origination Year - 2022/2021	258,664		258,664		141,942
Amortized Cost Basis by Origination Year - 2021/2020	115,629		115,629		75,555
Amortized Cost Basis by Origination Year - 2020/2019	61,257		61,257		60,516
Amortized Cost Basis by Origination Year - Prior	181,073		181,073		147,190
Amortized Cost Basis by Origination Year - Revolving	186,813		186,813		201,723
Total loans	1,175,135		1,175,135		1,233,650
Current-period gross charge-offs - 2024/2023			23		373
Current-period gross charge-offs - 2023/2022			771		1,586
Current-period gross charge-offs - 2022/2021			941		571
Current-period gross charge-offs - 2021/2020			135		280
Current-period gross charge-offs - 2020/2019			29		217
Current-period gross charge-offs - Prior			279		537
Current-period gross charge-offs - Revolving			2,517		8,478
Current-period gross charge-offs - Total			4,695		12,042
Consumer loans | Consumer loans | Current due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	114,207		114,207		299,871
Amortized Cost Basis by Origination Year - 2023/2022	256,547		256,547		305,283
Amortized Cost Basis by Origination Year - 2022/2021	257,784		257,784		141,369
Amortized Cost Basis by Origination Year - 2021/2020	115,322		115,322		75,213
Amortized Cost Basis by Origination Year - 2020/2019	61,117		61,117		60,265
Amortized Cost Basis by Origination Year - Prior	178,244		178,244		143,725
Amortized Cost Basis by Origination Year - Revolving	171,373		171,373		182,608
Total loans	1,154,594		1,154,594		1,208,334
Consumer loans | Consumer loans | 30 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	37		37		443
Amortized Cost Basis by Origination Year - 2023/2022	130		130		321
Amortized Cost Basis by Origination Year - 2022/2021	319		319		247
Amortized Cost Basis by Origination Year - 2021/2020	129		129		142
Amortized Cost Basis by Origination Year - 2020/2019	4		4		137
Amortized Cost Basis by Origination Year - Prior	1,087		1,087		1,384
Amortized Cost Basis by Origination Year - Revolving	8,428		8,428		10,757
Total loans	10,134		10,134		13,431
Consumer loans | Consumer loans | 60 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	4		4		64
Amortized Cost Basis by Origination Year - 2023/2022	92		92		254
Amortized Cost Basis by Origination Year - 2022/2021	289		289		152
Amortized Cost Basis by Origination Year - 2021/2020	156		156		4
Amortized Cost Basis by Origination Year - 2020/2019	8		8		4
Amortized Cost Basis by Origination Year - Prior	655		655		973
Amortized Cost Basis by Origination Year - Revolving	5,101		5,101		6,420
Total loans	6,305		6,305		7,871
Consumer loans | Consumer loans | 90 days past due
Loans
Amortized Cost Basis by Origination Year - 2024/2023	1		1		93
Amortized Cost Basis by Origination Year - 2023/2022	681		681		395
Amortized Cost Basis by Origination Year - 2022/2021	272		272		174
Amortized Cost Basis by Origination Year - 2021/2020	22		22		196
Amortized Cost Basis by Origination Year - 2020/2019	128		128		110
Amortized Cost Basis by Origination Year - Prior	1,087		1,087		1,108
Amortized Cost Basis by Origination Year - Revolving	1,911		1,911		1,938
Total loans	$ 4,102		$ 4,102		$ 4,014

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Loans - Aging analysis of past due loans (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Loans and Allowance for Loan Losses
Non-Accruing	$ 189,061	$ 170,222
Total loans	33,234,564	32,388,489
30 days past due
Loans and Allowance for Loan Losses
Total loans	53,850	60,085
60 days past due
Loans and Allowance for Loan Losses
Total loans	14,321	18,276
90 days past due
Loans and Allowance for Loan Losses
Total loans	6,759	12,479
Total Past Due
Loans and Allowance for Loan Losses
Total loans	74,930	90,840
Current
Loans and Allowance for Loan Losses
Total loans	32,970,573	32,127,427
Non-acquired loans
Loans and Allowance for Loan Losses
Total loans	28,023,986	26,482,763
Construction and land development
Loans and Allowance for Loan Losses
Non-Accruing	1,284	1,433
Total loans	2,592,307	2,923,514
Construction and land development | 30 days past due
Loans and Allowance for Loan Losses
Total loans	46	624
Construction and land development | Total Past Due
Loans and Allowance for Loan Losses
Total loans	46	624
Construction and land development | Current
Loans and Allowance for Loan Losses
Total loans	2,590,977	2,921,457
Consumer Owner-Occupied Loans
Loans and Allowance for Loan Losses
Non-Accruing	30,146	25,271
Total loans	6,969,340	6,595,005
Consumer Owner-Occupied Loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	9,305	7,903
Consumer Owner-Occupied Loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	682	552
Consumer Owner-Occupied Loans | 90 days past due
Loans and Allowance for Loan Losses
Total loans		920
Consumer Owner-Occupied Loans | Total Past Due
Loans and Allowance for Loan Losses
Total loans	9,987	9,375
Consumer Owner-Occupied Loans | Current
Loans and Allowance for Loan Losses
Total loans	6,929,207	6,560,359
Home equity loans
Loans and Allowance for Loan Losses
Non-Accruing	6,929	4,932
Total loans	1,471,384	1,398,445
Home equity loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	4,354	6,500
Home equity loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	458	1,326
Home equity loans | Total Past Due
Loans and Allowance for Loan Losses
Total loans	4,812	7,826
Home equity loans | Current
Loans and Allowance for Loan Losses
Total loans	1,459,643	1,385,687
Commercial and industrial
Loans and Allowance for Loan Losses
Non-Accruing	66,748	63,531
Total loans	5,769,838	5,504,539
Commercial and industrial | 30 days past due
Loans and Allowance for Loan Losses
Total loans	22,597	25,231
Commercial and industrial | 60 days past due
Loans and Allowance for Loan Losses
Total loans	5,891	7,194
Commercial and industrial | 90 days past due
Loans and Allowance for Loan Losses
Total loans	5,656	9,193
Commercial and industrial | Total Past Due
Loans and Allowance for Loan Losses
Total loans	34,144	41,618
Commercial and industrial | Current
Loans and Allowance for Loan Losses
Total loans	5,668,946	5,399,390
Other income producing property
Loans and Allowance for Loan Losses
Non-Accruing	3,153	3,202
Total loans	624,957	656,334
Other income producing property | 30 days past due
Loans and Allowance for Loan Losses
Total loans	578	569
Other income producing property | 60 days past due
Loans and Allowance for Loan Losses
Total loans	65	570
Other income producing property | 90 days past due
Loans and Allowance for Loan Losses
Total loans	118
Other income producing property | Total Past Due
Loans and Allowance for Loan Losses
Total loans	761	1,139
Other income producing property | Current
Loans and Allowance for Loan Losses
Total loans	621,043	651,993
Consumer loans
Loans and Allowance for Loan Losses
Non-Accruing	5,745	5,657
Total loans	1,175,135	1,233,650
Consumer loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	9,861	13,212
Consumer loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	5,928	7,370
Consumer loans | Total Past Due
Loans and Allowance for Loan Losses
Total loans	15,789	20,582
Consumer loans | Current
Loans and Allowance for Loan Losses
Total loans	1,153,601	1,207,411
Other loans
Loans and Allowance for Loan Losses
Total loans	1,809	7,697
Other loans | Current
Loans and Allowance for Loan Losses
Total loans	1,809	7,697
Commercial loans
Loans and Allowance for Loan Losses
Total loans	23,032,301	22,391,162
Commercial loans | Construction and land development
Loans and Allowance for Loan Losses
Total loans	2,048,073	2,207,965
Commercial loans | Commercial non-owner occupied
Loans and Allowance for Loan Losses
Non-Accruing	21,336	21,309
Total loans	9,106,816	8,571,634
Commercial loans | Commercial non-owner occupied | 30 days past due
Loans and Allowance for Loan Losses
Total loans	2,246	2,194
Commercial loans | Commercial non-owner occupied | 60 days past due
Loans and Allowance for Loan Losses
Total loans	60	123
Commercial loans | Commercial non-owner occupied | 90 days past due
Loans and Allowance for Loan Losses
Total loans	510	1,378
Commercial loans | Commercial non-owner occupied | Total Past Due
Loans and Allowance for Loan Losses
Total loans	2,816	3,695
Commercial loans | Commercial non-owner occupied | Current
Loans and Allowance for Loan Losses
Total loans	9,082,664	8,546,630
Commercial loans | Commercial owner-occupied real estate loan
Loans and Allowance for Loan Losses
Non-Accruing	53,720	44,887
Total loans	5,522,978	5,497,671
Commercial loans | Commercial owner-occupied real estate loan | 30 days past due
Loans and Allowance for Loan Losses
Total loans	4,863	3,852
Commercial loans | Commercial owner-occupied real estate loan | 60 days past due
Loans and Allowance for Loan Losses
Total loans	1,237	1,141
Commercial loans | Commercial owner-occupied real estate loan | 90 days past due
Loans and Allowance for Loan Losses
Total loans	475	988
Commercial loans | Commercial owner-occupied real estate loan | Total Past Due
Loans and Allowance for Loan Losses
Total loans	6,575	5,981
Commercial loans | Commercial owner-occupied real estate loan | Current
Loans and Allowance for Loan Losses
Total loans	5,462,683	5,446,803
Commercial loans | Consumer Owner-Occupied Loans
Loans and Allowance for Loan Losses
Total loans	64,179	57,443
Commercial loans | Commercial and industrial
Loans and Allowance for Loan Losses
Total loans	5,769,838	5,504,539
Commercial loans | Other income producing property
Loans and Allowance for Loan Losses
Total loans	518,608	544,213
Commercial loans | Other loans
Loans and Allowance for Loan Losses
Total loans	1,809	7,697
Consumer loans
Loans and Allowance for Loan Losses
Total loans	10,202,263	9,997,327
Consumer loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	28,696	31,019
Consumer loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	12,850	12,500
Consumer loans | 90 days past due
Loans and Allowance for Loan Losses
Total loans	15,208	17,087
Consumer loans | Construction and land development
Loans and Allowance for Loan Losses
Total loans	544,234	715,549
Consumer loans | Construction and land development | 30 days past due
Loans and Allowance for Loan Losses
Total loans	45	111
Consumer loans | Construction and land development | 90 days past due
Loans and Allowance for Loan Losses
Total loans	337	76
Consumer loans | Consumer Owner-Occupied Loans
Loans and Allowance for Loan Losses
Total loans	6,905,161	6,537,562
Consumer loans | Consumer Owner-Occupied Loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	12,453	10,754
Consumer loans | Consumer Owner-Occupied Loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	6,031	2,787
Consumer loans | Consumer Owner-Occupied Loans | 90 days past due
Loans and Allowance for Loan Losses
Total loans	9,301	11,561
Consumer loans | Home equity loans
Loans and Allowance for Loan Losses
Total loans	1,471,384	1,398,445
Consumer loans | Home equity loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	5,821	6,656
Consumer loans | Home equity loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	514	1,842
Consumer loans | Home equity loans | 90 days past due
Loans and Allowance for Loan Losses
Total loans	1,359	1,309
Consumer loans | Other income producing property
Loans and Allowance for Loan Losses
Total loans	106,349	112,121
Consumer loans | Other income producing property | 30 days past due
Loans and Allowance for Loan Losses
Total loans	243	67
Consumer loans | Other income producing property | 90 days past due
Loans and Allowance for Loan Losses
Total loans	109	127
Consumer loans | Consumer loans
Loans and Allowance for Loan Losses
Total loans	1,175,135	1,233,650
Consumer loans | Consumer loans | 30 days past due
Loans and Allowance for Loan Losses
Total loans	10,134	13,431
Consumer loans | Consumer loans | 60 days past due
Loans and Allowance for Loan Losses
Total loans	6,305	7,871
Consumer loans | Consumer loans | 90 days past due
Loans and Allowance for Loan Losses
Total loans	$ 4,102	$ 4,014

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Loans - Nonaccrual loans (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	$ 189,061	$ 170,222
Greater than 90 Days Accruing	6,759
Non-accrual with no allowance	70,895
Other income producing property
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	3,153	3,202
Greater than 90 Days Accruing	118
Non-accrual with no allowance	1,265
Commercial loans | Construction and land development
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	1,284	1,433
Commercial loans | Commercial non-owner occupied
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	21,336	21,309
Greater than 90 Days Accruing	510
Non-accrual with no allowance	17,825
Commercial loans | Commercial owner-occupied real estate loan
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	53,720	44,887
Greater than 90 Days Accruing	475
Non-accrual with no allowance	24,550
Commercial loans | Commercial and industrial
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	66,748	63,531
Greater than 90 Days Accruing	5,656
Non-accrual with no allowance	26,035
Consumer loans | Consumer Owner-Occupied Loans
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	30,146	25,271
Consumer loans | Home equity loans
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	6,929	4,932
Non-accrual with no allowance	1,220
Consumer loans | Consumer loans
Loans and Allowance for Loan Losses
Total loans on nonaccrual status	$ 5,745	$ 5,657

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Loans - Collateral Dependent Loans (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 89,929	$ 82,879
Collateral Coverage	144,713	125,229
Loans individually evaluated for impairment	1,000
Increase in overall collateral dependent loans	$ 7,100
Number of months generally required to return to accruing status	6 months
Commercial owner-occupied real estate loan | Church
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 4,631	3,537
Collateral Coverage	$ 12,700	$ 6,705
Collateral Coverage (as a percent)	274.00%	190.00%
Commercial owner-occupied real estate loan | Industrial
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 6,892	$ 7,172
Collateral Coverage	$ 14,644	$ 15,273
Collateral Coverage (as a percent)	212.00%	213.00%
Commercial owner-occupied real estate loan | Other
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 17,042	$ 12,231
Collateral Coverage	$ 31,190	$ 23,747
Collateral Coverage (as a percent)	183.00%	194.00%
Commercial non-owner occupied | Office
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 17,825
Collateral Coverage	$ 19,095
Collateral Coverage (as a percent)	107.00%
Commercial non-owner occupied | Retail
Loans and Allowance for Loan Losses
Collateral dependent loans		$ 3,216
Collateral Coverage		$ 4,208
Collateral Coverage (as a percent)		131.00%
Commercial non-owner occupied | Other
Loans and Allowance for Loan Losses
Collateral dependent loans		$ 12,607
Collateral Coverage		$ 29,182
Collateral Coverage (as a percent)		231.00%
Commercial & Industrial | Other
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 41,054	$ 44,116
Collateral Coverage	$ 61,548	$ 46,114
Collateral Coverage (as a percent)	150.00%	105.00%
Other income producing property | 1-4 family investment property
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 1,265
Collateral Coverage	$ 3,286
Collateral Coverage (as a percent)	260.00%
Home equity loans | Residential 1-4 family dwelling
Loans and Allowance for Loan Losses
Collateral dependent loans	$ 1,220
Collateral Coverage	$ 2,250
Collateral Coverage (as a percent)	184.00%

XML

Loans - Loans Designated as Modifications (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Financing Receivable, Recorded Investment, Past Due [Line Items]
Accrued interest receivable	$ 119,000	$ 68	$ 119,000	$ 68
Remaining availability under commitments to lend additional funds on restructured loans	43		43
Interest rate reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost	398		1,321
Term extension
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost	32,626	11,117	32,626	12,932
Term Extension and Interest Rate Reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost		259		259
Commercial loans | Construction and land development | Term extension
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost		$ 1,255		$ 1,512
% of Total Asset Class		0.04%		0.05%
Increase in Weighted Average Life of Loan		24 months		22 months
Commercial loans | Commercial non-owner occupied | Term extension
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost		$ 343		$ 343
% of Total Asset Class		0.00%		0.00%
Increase in Weighted Average Life of Loan		60 months		60 months
Commercial loans | Commercial owner-occupied real estate loan | Interest rate reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost			$ 1,321
% of Total Asset Class			0.02%
Reduction in Weighted Average Contractual Interest Rate			3.14%
Commercial loans | Commercial owner-occupied real estate loan | Term extension
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost	$ 11,050	$ 7,732	$ 11,050	$ 8,096
% of Total Asset Class	0.20%	0.14%	0.20%	0.14%
Increase in Weighted Average Life of Loan	32 months	22 months	32 months	22 months
Commercial loans | Commercial and industrial | Term extension
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost	$ 20,529	$ 1,787	$ 20,529	$ 2,700
% of Total Asset Class	0.36%	0.03%	0.36%	0.05%
Increase in Weighted Average Life of Loan	37 months	6 months	37 months	7 months
Consumer loans | Consumer Owner-Occupied Loans | Interest rate reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost	$ 398
% of Total Asset Class	0.01%
Reduction in Weighted Average Contractual Interest Rate	1.15%
Consumer loans | Consumer Owner-Occupied Loans | Term extension
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost	$ 1,047		$ 1,047	$ 281
% of Total Asset Class	0.02%		0.02%	0.02%
Increase in Weighted Average Life of Loan	3 months		3 months	6 months
Consumer loans | Consumer Owner-Occupied Loans | Term Extension and Interest Rate Reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Amortized Cost		$ 259		$ 259
Increase in Weighted Average Life of Loan		20 months		20 months
Consumer loans | Maximum | Consumer Owner-Occupied Loans | Term Extension and Interest Rate Reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Reduction in Weighted Average Contractual Interest Rate		3.63%		3.63%
Consumer loans | Minimum | Consumer Owner-Occupied Loans | Term Extension and Interest Rate Reduction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Reduction in Weighted Average Contractual Interest Rate		3.00%		3.00%

XML

Loans - Changes in Status of Loans (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	$ 33,946	$ 13,191
Specific reserve associated with restructured loans that subsequently defaulted	0
Interest rate reduction
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	1,320
Interest rate reduction | Consumer loans | Consumer Owner-Occupied Loans
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	1,320
Term extension
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	32,626	13,191
Term extension | Commercial loans | Construction and land development
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost		1,512
Term extension | Commercial loans | Commercial non-owner occupied
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost		343
Term extension | Commercial loans | Commercial owner-occupied real estate loan
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	11,050	8,096
Term extension | Commercial loans | Commercial and industrial
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	20,529	2,700
Term extension | Consumer loans | Consumer Owner-Occupied Loans
Allowance for Credit Losses
Paying Under Restructured Terms - Amortized Cost	$ 1,047	$ 540

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Loans - Performance of Loans Modified (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	$ 33,946	$ 13,191
Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	33,024	13,191
30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	922
Commercial loans | Construction and land development | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)		1,512
Commercial loans | Commercial non-owner occupied | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)		343
Commercial loans | Commercial owner-occupied real estate loan | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	11,050	8,096
Commercial loans | Commercial and industrial | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	20,529	2,700
Consumer loans | Consumer Owner-Occupied Loans | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	1,445	$ 540
Consumer loans | Consumer Owner-Occupied Loans | 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Payment Status (Amortized Cost Basis)	$ 922

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Allowance for Credit Losses (ACL) - Disaggregated analysis of the changes in allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Allowance for credit losses
Balance at beginning of period	$ 469,654	$ 370,645	$ 456,573	$ 356,444	$ 356,444
Charge-offs	(8,590)	(7,578)	(16,530)	(12,205)	(40,648)
Recoveries	4,365	4,268	9,626	7,857
Net (charge-offs) recoveries	(4,225)	(3,310)	(6,904)	(4,348)
Provision (recovery)	6,869	60,057	22,629	75,296
Balance at end of period	472,298	427,392	472,298	427,392	456,573
Unfunded Commitment
Allowance for credit losses
Provision (recovery)	(3,000)	(21,700)	(6,100)	(3,800)
Residential Mortgage Sr.
Allowance for credit losses
Balance at beginning of period	87,484	77,351	78,052	72,188	72,188
Charge-offs	(36)	(37)	(379)	(39)
Recoveries	92	302	215	596
Net (charge-offs) recoveries	56	265	(164)	557
Provision (recovery)	(27,988)	3,853	(18,336)	8,724
Balance at end of period	59,552	81,469	59,552	81,469	78,052
Residential Mortgage Jr.
Allowance for credit losses
Balance at beginning of period	1,230	349	745	405	405
Recoveries	50	3	89	8
Net (charge-offs) recoveries	50	3	89	8
Provision (recovery)	(852)	40	(406)	(21)
Balance at end of period	428	392	428	392	745
HELOC
Allowance for credit losses
Balance at beginning of period	11,724	14,318	10,942	14,886	14,886
Charge-offs			(110)	(39)
Recoveries	277	532	569	777
Net (charge-offs) recoveries	277	532	459	738
Provision (recovery)	6,928	(638)	7,528	(1,412)
Balance at end of period	18,929	14,212	18,929	14,212	10,942
Residential Construction
Allowance for credit losses
Balance at beginning of period	4,552	9,176	5,024	8,974	8,974
Charge-offs			(304)
Recoveries	15	22	22	94
Net (charge-offs) recoveries	15	22	(282)	94
Provision (recovery)	5,458	(329)	5,283	(199)
Balance at end of period	10,025	8,869	10,025	8,869	5,024
Commercial Construction and Development
Allowance for credit losses
Balance at beginning of period	60,860	55,069	65,772	45,410	45,410
Charge-offs	(687)	(2)	(2,162)	(2)
Recoveries	144	198	1,151	456
Net (charge-offs) recoveries	(543)	196	(1,011)	454
Provision (recovery)	16,902	49	12,458	9,450
Balance at end of period	77,219	55,314	77,219	55,314	65,772
Consumer
Allowance for credit losses
Balance at beginning of period	23,353	23,319	23,331	22,767	22,767
Charge-offs	(2,198)	(3,017)	(4,695)	(5,746)
Recoveries	825	520	1,950	1,104
Net (charge-offs) recoveries	(1,373)	(2,497)	(2,745)	(4,642)
Provision (recovery)	(9,752)	3,755	(8,358)	6,452
Balance at end of period	12,228	24,577	12,228	24,577	23,331
Multifamily
Allowance for credit losses
Balance at beginning of period	17,012	5,507	13,766	3,684	3,684
Recoveries	41		66
Net (charge-offs) recoveries	41		66
Provision (recovery)	2,708	4,260	5,929	6,083
Balance at end of period	19,761	9,767	19,761	9,767	13,766
Municipal
Allowance for credit losses
Balance at beginning of period	876	879	900	849	849
Provision (recovery)	903	(134)	879	(104)
Balance at end of period	1,779	745	1,779	745	900
CRE Owner Occupied
Allowance for credit losses
Balance at beginning of period	72,597	57,541	71,580	58,083	58,083
Charge-offs	(393)	(35)	(393)	(35)
Recoveries	408	93	511	386
Net (charge-offs) recoveries	15	58	118	351
Provision (recovery)	18,811	13,160	19,725	12,325
Balance at end of period	91,423	70,759	91,423	70,759	71,580
Non Owner Occupied CRE
Allowance for credit losses
Balance at beginning of period	134,698	82,473	137,055	78,485	78,485
Charge-offs	(176)		(247)	(51)
Recoveries	89	334	99	440
Net (charge-offs) recoveries	(87)	334	(148)	389
Provision (recovery)	(35,596)	32,462	(37,892)	36,395
Balance at end of period	99,015	115,269	99,015	115,269	137,055
C & I
Allowance for credit losses
Balance at beginning of period	55,268	44,663	49,406	50,713	50,713
Charge-offs	(5,100)	(4,487)	(8,240)	(6,293)
Recoveries	2,424	2,264	4,954	3,996
Net (charge-offs) recoveries	(2,676)	(2,223)	(3,286)	(2,297)
Provision (recovery)	29,347	3,579	35,819	(2,397)
Balance at end of period	$ 81,939	$ 46,019	$ 81,939	$ 46,019	$ 49,406

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Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Operating ROU assets	$ 103,700	$ 100,300
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Lease Liability	$ 111,841	$ 108,300
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Other Liabilities.	Other Liabilities.
Existence of option to extend	true
Lessee, Operating Leases Liability Not Yet Commenced	$ 0
Maximum
Renewal term	20 years

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Leases - Lease cost and other information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Lease Cost Components:
Amortization of ROU assets - finance leases	$ 117	$ 117	$ 233	$ 233
Interest on lease liabilities - finance leases	8	10	18	21
Operating lease cost (cost resulting from lease payments)	4,356	4,278	8,633	8,518
Short-term lease cost	184	109	323	215
Variable lease cost (cost excluded from lease payments)	956	840	1,753	1,475
Total lease cost	5,621	5,354	10,960	10,462
Supplemental Cash Flow and Other Information Related to Leases:
Finance lease - operating cash flows	8	10	18	21
Finance lease - financing cash flows	119	110	238	220
Operating lease - operating cash flows (fixed payments)	4,220	4,154	8,413	8,250
Operating lease - operating cash flows (net change asset/liability)	(3,300)	(3,321)	(6,667)	(6,608)
New ROU assets - operating leases	$ 6,550	$ 701	$ 9,093	$ 701
Weighted - average remaining lease term (years) - finance leases	3 years 11 months 4 days	4 years 11 months 4 days	3 years 11 months 4 days	4 years 11 months 4 days
Weighted - average remaining lease term (years) - operating leases	8 years 10 months 9 days	9 years 7 months 17 days	8 years 10 months 9 days	9 years 7 months 17 days
Weighted - average discount rate - finance leases	1.70%	1.70%	1.70%	1.70%
Weighted - average discount rate - operating leases	3.30%	3.00%	3.30%	3.00%
Maturity Analysis of Lease Liabilities:
2024 (excluding 6 months ended June 30, 2024)	$ 8,613		$ 8,613
2025	16,374		16,374
2026	15,866		15,866
2027	14,693		14,693
2028	14,030		14,030
Thereafter	61,212		61,212
Total undiscounted cash flows	130,788		130,788
Discount on cash flows	(18,947)		(18,947)
Total operating lease liabilities	$ 111,841		$ 111,841		$ 108,300
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Other Liabilities.		Other Liabilities.		Other Liabilities.

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Leases - Equipment Lessor (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Direct financing leases:
Lease receivables	$ 16,997	$ 16,997	$ 5,503
Unguaranteed residual values	2,837	2,837	501
Initial direct costs	505	505	155
Unearned income	(3,503)	(3,503)	(1,165)
Total net investment in direct financing leases	16,836	16,836	4,994
Direct financing lease income:
Interest income	229	392
Remaining lease payments receivable:
2024 (excluding 6 months ended June 30, 2024)	1,755	1,755
2025	3,556	3,556
2026	3,556	3,556
2027	3,555	3,555
2028	2,505	2,505
Thereafter	2,070	2,070
Total undiscounted lease receivable	16,997	16,997	$ 5,503
Less: unearned interest income	(3,503)	(3,503)
Net lease receivables	$ 13,494	$ 13,494
Minimum
Equipment Lessor
Term of the operating lease	24 months	24 months
Term of the finance lease	24 months	24 months
Maximum
Equipment Lessor
Term of the operating lease	120 months	120 months
Term of the finance lease	120 months	120 months

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Deposits - Total deposits (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deposits
Noninterest-bearing checking	$ 10,374,464	$ 10,649,274
Interest-bearing checking	7,547,406	7,978,799
Savings	2,475,130	2,632,212
Money market	12,122,336	11,538,671
Time deposits	4,579,066	4,249,953
Total deposits	$ 37,098,402	$ 37,048,909

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Deposits - Certificates of deposits and Scheduled maturities of time deposits (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Deposits
Aggregate amounts of certificates of deposits in denominations of $250,000 or more	$ 960.4	$ 927.2

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Retirement Plans (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Employees' savings plan
Matching contribution by the company (as a percent)			100.00%
Employee savings plan	$ 4.4	$ 4.2	$ 9.0	$ 8.8
Minimum
Employees' savings plan
Age of employees to be eligible to participate in the defined contribution plan			18 years
Percentage of annual base compensation that participants may elect to contribute			1.00%
Maximum
Employees' savings plan
Percentage of annual base compensation that participants may elect to contribute			50.00%
Percentage of employees salary for which the company contributes a matching contribution			4.00%

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Earnings Per Share - Computation of basic and diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic earnings per common share:
Net income	$ 132,370	$ 123,447	$ 247,426	$ 263,373
Weighted-average basic common shares	76,251	76,058	76,276	75,981
Basic earnings per common share (in dollars per share)	$ 1.74	$ 1.62	$ 3.24	$ 3.47
Diluted earnings per common share:
Net income	$ 132,370	$ 123,447	$ 247,426	$ 263,373
Weighted-average basic common shares	76,251	76,058	76,276	75,981
Effect of dilutive securities (in shares)	356	360	354	413
Weighted-average dilutive shares	76,607	76,418	76,630	76,394
Diluted earnings per common share (in dollars per share)	$ 1.73	$ 1.62	$ 3.23	$ 3.45

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Earnings Per Share - Calculation of diluted EPS under Treasury method (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share
Number of shares	57,169	58,247	57,169	57,169
Range of exercise prices, low end of range (in dollars per share)	$ 87.30	$ 69.48	$ 87.30	$ 87.30
Range of exercise prices, high end of range (in dollars per share)	$ 91.35	$ 91.35	$ 91.35	$ 91.35

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Share-Based Compensation - Stock Options (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024
Additional disclosures
Intrinsic value of stock option shares exercised	$ 143,000
2020 plan
Share-Based Compensation
Number of shares registered	2,451,634
Plan 2004, 2012 or 2019
Additional disclosures
Granted (in shares)	0
Employee Stock Option
Share-Based Compensation
Vesting percentage	25.00%
Vesting period	4 years
Expiration period	10 years
Number of shares
Outstanding at the beginning of the period (in shares)	107,592
Exercised (in shares)	(7,419)
Expired (in shares)	(29)
Outstanding at the end of the period (in shares)	100,144
Exercisable at the end of the period (in shares)	100,144
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 72.60
Exercised (in dollars per share)	59.30
Expired (in dollars per share)	39.12
Outstanding at the end of the period (in dollars per share)	73.60
Exercisable at the end of the period (in dollars per share)	$ 73.60
Weighted-Average Remaining Contractual Life
Outstanding at the end of the period	2 years 3 months 21 days
Exercisable at the end of the period	2 years 3 months 21 days
Aggregate Intrinsic Value
Outstanding at the end of the period	$ 1,123,000
Exercisable at the end of the period	$ 1,123,000
Additional disclosures
Granted (in shares)	0
Total unrecognized compensation cost related to non vested stock option grants	$ 0

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Share-Based Compensation - Restricted Stock (Details) - Restricted Stock	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Restricted Stock Activity
Outstanding at the beginning of the period (in shares) | shares	16,248
Vested (in shares) | shares	(10,187)
Forfeited (in shares) | shares	(316)
Outstanding at the end of the period (in shares) | shares	5,745
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share) | $ / shares	$ 88.63
Vested (in dollars per share) | $ / shares	90.00
Forfeited (in dollars per share) | $ / shares	90.00
Outstanding at the end of the period (in dollars per share) | $ / shares	$ 86.11
Additional disclosures
Total unrecognized compensation cost related to nonvested restricted stock and RSUs granted | $	$ 267,000
Weighted-average period over which unrecognized compensation cost is expected to be recognized	6 months 10 days
Total fair value of shares vested during the period | $	$ 858,000
Minimum
Additional disclosures
Vesting period	2 years
Maximum
Additional disclosures
Vesting period	4 years

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Share-Based Compensation - Restricted Stock Units (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Restricted Stock Units
RSU Activity
Outstanding at the beginning of the period (in shares)	873,048
Granted (in shares)	368,696
Vested (in shares)	(353,675)
Forfeited (in shares)	(10,762)
Outstanding at the end of the period (in shares)	877,307
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share) | $ / shares	$ 75.22
Granted (in dollars per share) | $ / shares	80.66
Vested (in dollars per share) | $ / shares	77.51
Forfeited (in dollars per share) | $ / shares	76.84
Outstanding at the end of the period (in dollars per share) | $ / shares	$ 76.56
Additional disclosures
Options vested (in shares)	69,349
Total unrecognized compensation cost related to nonvested restricted stock and RSUs granted | $	$ 35.8
Weighted-average period over which unrecognized compensation cost is expected to be recognized	1 year 3 months 25 days
Total fair value of shares vested during the period | $	$ 29.2
Restricted Stock Units | Minimum
Additional disclosures
Performance period	12 months
Performance based restricted stock units
Additional disclosures
Performance period	3 years
Other Performance based restricted stock units | Minimum
Additional disclosures
Performance period	1 year
Other Performance based restricted stock units | Maximum
Additional disclosures
Performance period	2 years
Timed based restricted stock units | Minimum
Additional disclosures
Performance period	2 years
Timed based restricted stock units | Maximum
Additional disclosures
Performance period	4 years
2021, 2022 and 2023 LTI performance-based RSU grants | Restricted Stock Units
Additional disclosures
Additional shares authorized	132,486
Vesting period	3 years

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Commitments and Contingent Liabilities (Details) $ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 30, 2024 case
Commitments to extend credit and standby letters of credit		$ 9,200.0
Liability recorded for expected credit losses on unfunded commitments		50.2
FDIC base annual rate	13.40%
Amount of uninsured deposits adjusted to exclude over assessment periods			$ 25.7	$ 5,000.0
Period for special assessment			2 years
FDIC special assessment additional expense		4.5
FDIC special assessment		$ 30.2
Subsequent event
Number of pending or threatened litigation | case					3
Cases Pending In US District Court | Florida | Subsequent event
Number of pending or threatened litigation | case					2
Cases Pending In US District Court | Georgia | Subsequent event
Number of pending or threatened litigation | case					1

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Fair Value - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Assets
Derivative financial instruments	$ 182,400	$ 169,000
Trading securities	92,161	31,321
Securities available for sale	4,498,264	4,784,388
SBA servicing asset	6,300	6,000
Liabilities
Derivative financial instruments	955,300	803,500
U.S. Treasuries
Assets
Trading securities	20,500
Securities available for sale	37,945	73,890
U.S. Government agencies
Assets
Trading securities	10,220	1,537
Securities available for sale	195,123	224,706
Residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Assets
Trading securities	28,838	14,461
Securities available for sale	1,448,928	1,558,306
Commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Assets
Trading securities	2,782
Securities available for sale	1,008,962	1,024,170
State and municipal obligations
Assets
Trading securities	26,134	14,620
Securities available for sale	952,702	977,461
Small Business Administration loan-backed securities
Assets
Securities available for sale	336,742	371,686
Corporate securities
Assets
Securities available for sale	27,318	26,747
Significant Other Observable Inputs (Level 2)
Assets
Loans held for sale	100,007	50,888
Trading securities	92,161	31,321
Significant Unobservable Inputs (Level 3)
Assets
Mortgage servicing rights	88,904	85,164
SBA servicing asset	6,307	5,952
Changes in fair value of assets
Changes in hierarchy classifications of Level 3 assets	0
Changes in hierarchy classifications of Level 3 liabilities	0
Recurring basis
Assets
Derivative financial instruments	185,036	172,939
Loans held for sale	100,007	50,888
Trading securities	92,161	31,321
Securities available for sale	4,498,264	4,784,388
Mortgage servicing rights	88,904	85,164
SBA servicing asset	6,307	5,952
Fair value of Assets, Total	4,970,679	5,130,652
Liabilities
Derivative financial instruments	955,347	804,486
Recurring basis | U.S. Treasuries
Assets
Securities available for sale	37,945	73,890
Recurring basis | U.S. Government agencies
Assets
Securities available for sale	195,123	224,706
Recurring basis | Residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Assets
Securities available for sale	1,448,928	1,558,306
Recurring basis | Residential Collateralized Mortgage-Obligations Issued By U.S. Government Agencies Or Sponsored Enterprises
Assets
Securities available for sale	490,544	527,422
Recurring basis | Commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Assets
Securities available for sale	1,008,962	1,024,170
Recurring basis | State and municipal obligations
Assets
Securities available for sale	952,702	977,461
Recurring basis | Small Business Administration loan-backed securities
Assets
Securities available for sale	336,742	371,686
Recurring basis | Corporate securities
Assets
Securities available for sale	27,318	26,747
Recurring basis | Significant Other Observable Inputs (Level 2)
Assets
Derivative financial instruments	185,036	172,939
Loans held for sale	100,007	50,888
Trading securities	92,161	31,321
Securities available for sale	4,498,264	4,784,388
Fair value of Assets, Total	4,875,468	5,039,536
Liabilities
Derivative financial instruments	955,347	804,486
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Treasuries
Assets
Securities available for sale	37,945	73,890
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Government agencies
Assets
Securities available for sale	195,123	224,706
Recurring basis | Significant Other Observable Inputs (Level 2) | Residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Assets
Securities available for sale	1,448,928	1,558,306
Recurring basis | Significant Other Observable Inputs (Level 2) | Residential Collateralized Mortgage-Obligations Issued By U.S. Government Agencies Or Sponsored Enterprises
Assets
Securities available for sale	490,544	527,422
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises
Assets
Securities available for sale	1,008,962	1,024,170
Recurring basis | Significant Other Observable Inputs (Level 2) | State and municipal obligations
Assets
Securities available for sale	952,702	977,461
Recurring basis | Significant Other Observable Inputs (Level 2) | Small Business Administration loan-backed securities
Assets
Securities available for sale	336,742	371,686
Recurring basis | Significant Other Observable Inputs (Level 2) | Corporate securities
Assets
Securities available for sale	27,318	26,747
Recurring basis | Significant Unobservable Inputs (Level 3)
Assets
Mortgage servicing rights	88,904	85,164
SBA servicing asset	6,307	5,952
Fair value of Assets, Total	95,211	$ 91,116
Changes in fair value of assets
Unrealized losses included in accumulated other comprehensive (loss) income related to Level 3 financial assets and liabilities	0
Recurring basis | Significant Unobservable Inputs (Level 3) | Mortgage Servicing Rights
Changes in fair value of assets
Fair value of assets at the beginning of the period	85,164
Servicing assets that resulted from transfers of financial assets	4,533
Changes in fair value assets due to valuation inputs or assumptions	$ 3,214
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenue from Contract with Customer, Excluding Assessed Tax
Changes in fair value due to decay	$ (4,007)
Fair value of assets at the end of the period	88,904
Recurring basis | Significant Unobservable Inputs (Level 3) | SBA servicing asset
Changes in fair value of assets
Fair value of assets at the beginning of the period	5,952
Servicing assets that resulted from transfers of financial assets	1,113
Changes in fair value assets due to valuation inputs or assumptions	$ 198
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenue from Contract with Customer, Excluding Assessed Tax
Changes in fair value due to decay	$ (956)
Fair value of assets at the end of the period	$ 6,307

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Fair Value - Mortgage Loans Held for Sale (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Fair Value.
Fair value	$ 100,007		$ 100,007		$ 50,888
Unpaid principal balance	(97,136)		(97,136)		(49,025)
Fair value less aggregated unpaid principal balance	2,871		2,871		$ 1,863
Change in fair value of mortgage loans held for sale	$ 1,152	$ 75	$ 1,008	$ 66

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Fair Value - Assets and liabilities measured at fair value on a nonrecurring basis (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Fair Value
Individually evaluated loans	$ 189,061	$ 170,222
Nonrecurring basis | Fair Value
Fair Value
OREO	3,057	837
Bank properties held for sale	6,100	12,401
Individually evaluated loans	80,620	73,518
Nonrecurring basis | Significant Unobservable Inputs (Level 3)
Fair Value
OREO	3,057	837
Bank properties held for sale	6,100	12,401
Individually evaluated loans	$ 80,620	$ 73,518
Nonrecurring basis | Significant Unobservable Inputs (Level 3) | Impaired loans
Quantitative Information about Level 3 Fair Value Measurements
Long-term Debt, Valuation Technique [Extensible List]	us-gaap:MarketApproachValuationTechniqueMember, us-gaap:ValuationTechniqueDiscountedCashFlowMember	us-gaap:MarketApproachValuationTechniqueMember, us-gaap:ValuationTechniqueDiscountedCashFlowMember
Long-term Debt, Measurement Input [Extensible List]	us-gaap:MeasurementInputDiscountRateMember	us-gaap:MeasurementInputDiscountRateMember
Nonrecurring basis | Significant Unobservable Inputs (Level 3) | Impaired loans | Weighted average
Quantitative Information about Level 3 Fair Value Measurements
Discount rate (as a percent)	12	13
Nonrecurring basis | Significant Unobservable Inputs (Level 3) | OREO
Quantitative Information about Level 3 Fair Value Measurements
Long-term Debt, Valuation Technique [Extensible List]	us-gaap:MarketApproachValuationTechniqueMember	us-gaap:MarketApproachValuationTechniqueMember
Long-term Debt, Measurement Input [Extensible List]	us-gaap:MeasurementInputCostToSellMember, us-gaap:MeasurementInputDiscountRateMember	us-gaap:MeasurementInputCostToSellMember, us-gaap:MeasurementInputDiscountRateMember
Nonrecurring basis | Significant Unobservable Inputs (Level 3) | OREO | Weighted average
Quantitative Information about Level 3 Fair Value Measurements
Discount rate (as a percent)	7	12

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Fair Value - Estimated fair value and related carrying amount, of the Company's financial instruments (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Financial assets:
Trading securities	$ 92,161		$ 31,321
SBA servicing asset	6,300		6,000
Financial liabilities:
Other derivative financial instruments (mortgage banking related)	150,861	$ (58,426)
Carrying Amount
Financial assets:
Cash and cash equivalents	1,117,166		998,877
Trading securities	92,161		31,321
Investment securities	7,048,308		7,463,871
Loans held for sale	100,007		50,888
Loans, net of allowance for credit losses	32,762,266		31,931,916
Accrued interest receivable	159,862		154,400
Mortgage servicing rights	88,904		85,164
SBA servicing asset	6,307		5,952
Interest rate swap - non-designated hedge	182,802		169,180
Other derivative financial instruments (mortgage banking related)	$ 2,234		$ 3,759
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Derivative Asset, Noncurrent		Derivative Asset, Noncurrent
Financial liabilities:
Noninterest-bearing	$ 10,374,464		$ 10,649,274
Interest-bearing other than time deposits	22,144,872		22,149,682
Time deposits	4,579,066		4,249,953
Federal funds purchased and securities sold under agreements to repurchase	542,403		489,185
Corporate and subordinated debentures	391,719		391,904
Other borrowings	300,000		100,000
Accrued interest payable	55,343		56,808
Interest rate swap - non-designated hedge	955,347		803,539
Other derivative financial instruments (mortgage banking related)			947
Fair Value
Financial assets:
Cash and cash equivalents	1,117,166		998,877
Trading securities	92,161		31,321
Investment securities	6,620,721		7,061,167
Loans held for sale	100,007		50,888
Loans, net of allowance for credit losses	31,609,083		30,709,513
Accrued interest receivable	159,862		154,400
Mortgage servicing rights	88,904		85,164
SBA servicing asset	6,307		5,952
Interest rate swap - non-designated hedge	182,802		169,180
Other derivative financial instruments (mortgage banking related)	2,234		3,759
Financial liabilities:
Noninterest-bearing	10,374,464		10,649,274
Interest-bearing other than time deposits	22,144,872		22,149,682
Time deposits	4,540,610		4,208,498
Federal funds purchased and securities sold under agreements to repurchase	542,403		489,185
Corporate and subordinated debentures	385,136		388,909
Other borrowings	300,000		100,000
Accrued interest payable	55,343		56,808
Interest rate swap - non-designated hedge	955,347		803,539
Other derivative financial instruments (mortgage banking related)			947
Quoted Prices In Active Markets for Identical Assets (Level 1)
Financial assets:
Cash and cash equivalents	1,117,166		998,877
Investment securities	201,516		192,043
Significant Other Observable Inputs (Level 2)
Financial assets:
Trading securities	92,161		31,321
Investment securities	6,419,205		6,869,124
Loans held for sale	100,007		50,888
Accrued interest receivable	25,803		26,706
Interest rate swap - non-designated hedge	182,802		169,180
Other derivative financial instruments (mortgage banking related)	2,234		3,759
Financial liabilities:
Noninterest-bearing	10,374,464		10,649,274
Interest-bearing other than time deposits	22,144,872		22,149,682
Time deposits	4,540,610		4,208,498
Federal funds purchased and securities sold under agreements to repurchase	542,403		489,185
Corporate and subordinated debentures	385,136		388,909
Other borrowings	300,000		100,000
Accrued interest payable	55,343		56,808
Interest rate swap - non-designated hedge	955,347		803,539
Other derivative financial instruments (mortgage banking related)			947
Significant Unobservable Inputs (Level 3)
Financial assets:
Loans, net of allowance for credit losses	31,609,083		30,709,513
Accrued interest receivable	134,059		127,694
Mortgage servicing rights	88,904		85,164
SBA servicing asset	$ 6,307		$ 5,952

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Accumulated Other Comprehensive Income (Loss) - Changes in components of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of the period			$ (582,536)
Net comprehensive income (loss)	$ 2,783	$ (48,614)	(37,675)	$ 14,690
Balance at the end of the period	(620,211)		(620,211)
Benefit Plans
Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of the period	627	(673)	627	(673)
Balance at the end of the period	627	(673)	627	(673)
Unrealized Gains (Losses) on Securities Available for Sale
Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of the period	(623,621)	(613,111)	(583,163)	(676,415)
Other comprehensive income (loss) before reclassifications	2,783	(48,614)	(37,675)	14,723
Amounts reclassified from accumulated other comprehensive loss				(33)
Net comprehensive income (loss)	2,783	(48,614)	(37,675)	14,690
Balance at the end of the period	(620,838)	(661,725)	(620,838)	(661,725)
Accumulated Other Comprehensive (Loss) Income
Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of the period	(622,994)	(613,784)	(582,536)	(677,088)
Other comprehensive income (loss) before reclassifications	2,783	(48,614)	(37,675)	14,723
Amounts reclassified from accumulated other comprehensive loss				(33)
Net comprehensive income (loss)	2,783	(48,614)	(37,675)	14,690
Balance at the end of the period	$ (620,211)	$ (662,398)	$ (620,211)	$ (662,398)

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Accumulated Other Comprehensive Income (Loss) - Reclassifications out of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Reclassifications out of accumulated other comprehensive income, net of tax
Provision for income taxes	$ 40,478	$ 34,495	$ 78,940	$ 73,591
Net income	$ 132,370	$ 123,447	$ 247,426	263,373
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income, net of tax
Net income				(33)
Gains on sales of available for sale securities | Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income, net of tax
Securities gains, net				(45)
Provision for income taxes				12
Net income				$ (33)

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Derivative Financial Instruments (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended	18 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jun. 30, 2024
Derivative Financial Instruments
Notional Amount	$ 25,563,807,000		$ 25,563,807,000		$ 24,452,059,000	$ 25,563,807,000
Derivatives assets	185,036,000		185,036,000		172,939,000	185,036,000
Derivative liabilities	955,347,000		955,347,000		804,486,000	955,347,000
Net gain (loss)			386,000
Fair value of the interest rate swap derivatives, other assets	182,400,000		182,400,000		169,000,000.0	182,400,000
Reduction in derivative asset fair value			774,000,000,000.0		635,300,000
Fair value of the interest rate swap derivatives, other liabilities	955,300,000		955,300,000		803,500,000	955,300,000
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Fair value of forward commitments	(955,347,000)		(955,347,000)		(804,486,000)	(955,347,000)
Mortgage loan pipeline
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Obligation	122,560,000		122,560,000		65,051,000	122,560,000
Expected closures
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Obligation	107,901,000		107,901,000		54,993,000	107,901,000
Cash flow hedge | Borrower
Derivative Financial Instruments
Collateral provided	270,400,000		270,400,000			270,400,000
Cash flow hedge | Counterparty
Derivative Financial Instruments
Collateral provided	96,400,000		96,400,000			96,400,000
Cash flow hedge | Interest-bearing deposits | Counterparty
Derivative Financial Instruments
Cash collateral	59,900,000		59,900,000			59,900,000
Economic hedges | Counterparty
Derivative Financial Instruments
Loss on derivative					5,000,000
Interest rate contracts
Derivative Financial Instruments
Notional Amount	23,600,000,000		23,600,000,000		22,600,000,000	23,600,000,000
Mortgage servicing rights hedging | Non-designated hedges
Derivative Financial Instruments
Notional Amount	122,000,000		122,000,000		142,000,000	122,000,000
Derivatives assets	500,000		500,000		2,605,000	500,000
Estimated gain (loss) on fair value			500,000		2,600,000
Mortgage loan pipeline commitments hedging
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Obligation	1,621,000		1,621,000		1,154,000	1,621,000
Mortgage loan pipeline commitments hedging | Non-designated hedges
Derivative Financial Instruments
Notional Amount	153,500,000		153,500,000		77,500,000	153,500,000
Derivatives assets	1,734,000		1,734,000		1,154,000	1,734,000
Derivative liabilities					947,000
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Fair value of forward commitments					(947,000)
Forward commitments
Derivative Financial Instruments
Derivative liabilities	113,000		113,000		(947,000)	113,000
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Obligation	153,500,000		153,500,000		77,500,000	153,500,000
Fair value of forward commitments	(113,000)		(113,000)		947,000	(113,000)
Foreign exchange swaps
Derivative Financial Instruments
Gain or loss recorded						0
Interest rate swap
Derivative Financial Instruments
Net gain (loss)	273,000	$ (84,000)	386,000	$ 12,000
Interest rate swap | Expected closures | Counterparty
Derivative Financial Instruments
Gain on derivative			1,000,000
Interest rate swap | Fair Value Hedging | Counterparty
Derivative Financial Instruments
Notional Amount	9,011,000		9,011,000		9,188,000	9,011,000
Amortized cost basis of loans hedged	9,500,000		9,500,000		9,700,000	9,500,000
Derivatives assets	393,000		393,000		220,000	393,000
Interest rate swap | Non-designated hedges | Borrower
Derivative Financial Instruments
Notional Amount	11,830,647,000		11,830,647,000		11,327,419,000	11,830,647,000
Derivatives assets	33,645,000		33,645,000		60,145,000	33,645,000
Derivative liabilities	955,347,000		955,347,000		803,539,000	955,347,000
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Fair value of forward commitments	(955,347,000)		(955,347,000)		(803,539,000)	(955,347,000)
Interest rate swap | Non-designated hedges | Counterparty
Derivative Financial Instruments
Notional Amount	11,732,649,000		11,732,649,000		11,235,952,000	11,732,649,000
Derivatives assets	148,765,000		148,765,000		108,820,000	148,765,000
Reduction in derivative asset fair value			774,000,000,000.0
Interest rate swap | Economic hedges | Counterparty
Derivative Financial Instruments
Notional Amount	1,716,000,000		1,716,000,000		1,660,000,000	1,716,000,000
Derivative liabilities	1,000		1,000		5,000	1,000
Obligation under forward commitments, the fair value of those obligations along with the fair value of derivative instruments associated with forward commitments
Fair value of forward commitments	$ (1,000)		$ (1,000)		$ (5,000)	$ (1,000)

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Capital Ratios (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jan. 31, 2020	Jan. 01, 2019
Regulatory Matters
Minimum capital required, Capital Amount	$ 2,498,327		$ 2,476,926
Capital conversion buffer common equity Tier 1 of risk-weighted assets (as a percent)								2.50%
Additional allowance for credit losses for loans	472,298	$ 469,654	456,573	$ 427,392	$ 370,645	$ 356,444
Deferred tax assets	162,951		164,354
Additional reserve for unfunded commitments	50,200
Retained earnings	$ 1,841,933		1,685,166
Phasing out percentage	25.00%
Common equity Tier 1 to risk-weighted assets
Actual, Capital Amount	$ 4,310,341		$ 4,159,187
Actual, Ratio (as a percent)	12.08%		11.75%
Minimum capital required, Capital Amount	$ 3,033,683		$ 3,007,696
Minimum capital required, Ratio (as a percent)	7.00%		7.00%
Required to be considered well capitalized, Capital Amount	$ 2,319,875		$ 2,300,003
Required to be considered well capitalized, Ratio (as a percent)	6.50%		6.50%
Tier I capital to risk-weighted assets
Actual, Capital Amount	$ 4,310,341		$ 4,159,187
Actual, Ratio (as a percent)	0.1208		0.1175
Minimum capital required, Capital Amount	$ 3,033,683		$ 3,007,696
Minimum capital required, Ratio (as a percent)	0.0850		0.0850
Required to be considered well capitalized, Capital Amount	$ 2,855,231		$ 2,830,773
Required to be considered well capitalized, Ratio (as a percent)	0.0800		0.0800
Total capital to risk-weighted assets
Actual, Capital Amount	$ 5,149,924		$ 4,983,012
Actual, Ratio (as a percent)	0.1443		0.1408
Minimum capital required, Capital Amount	$ 3,747,490		$ 3,715,389
Minimum capital required, Ratio (as a percent)	0.1050		0.1050
Required to be considered well capitalized, Capital Amount	$ 3,569,038		$ 3,538,466
Required to be considered well capitalized, Ratio (as a percent)	0.1000		0.1000
Tier I capital to average assets (leverage ratio)
Actual, Capital Amount	$ 4,310,341		$ 4,159,187
Actual, Ratio (as a percent)	0.0972		0.0942
Minimum capital required, Capital Amount	$ 1,774,222		$ 1,765,295
Minimum capital required, Ratio (as a percent)	0.0400		0.0400
Required to be considered well capitalized, Capital Amount	$ 2,217,778		$ 2,206,619
Required to be considered well capitalized, Ratio (as a percent)	0.0500		0.0500
ASU 2016-13
Regulatory Matters
Additional allowance for credit losses for loans							$ 54,400
Deferred tax assets							12,600
Retained earnings							44,800
ASU 2016-13 | Adjustments
Regulatory Matters
Additional reserve for unfunded commitments							$ 6,400
SouthState Bank (the Bank)
Regulatory Matters
Minimum capital required, Capital Amount	$ 2,495,283		$ 2,473,961
Common equity Tier 1 to risk-weighted assets
Actual, Capital Amount	$ 4,595,267		$ 4,424,466
Actual, Ratio (as a percent)	12.89%		12.52%
Minimum capital required, Capital Amount	$ 3,029,986		$ 3,004,096
Minimum capital required, Ratio (as a percent)	7.00%		7.00%
Required to be considered well capitalized, Capital Amount	$ 2,317,048		$ 2,297,250
Required to be considered well capitalized, Ratio (as a percent)	6.50%		6.50%
Tier I capital to risk-weighted assets
Actual, Capital Amount	$ 4,595,267		$ 4,424,466
Actual, Ratio (as a percent)	0.1289		0.1252
Minimum capital required, Capital Amount	$ 3,029,986		$ 3,004,096
Minimum capital required, Ratio (as a percent)	0.0850		0.0850
Required to be considered well capitalized, Capital Amount	$ 2,851,752		$ 2,827,384
Required to be considered well capitalized, Ratio (as a percent)	0.0800		0.0800
Total capital to risk-weighted assets
Actual, Capital Amount	$ 5,044,736		$ 4,858,292
Actual, Ratio (as a percent)	0.1415		0.1375
Minimum capital required, Capital Amount	$ 3,742,924		$ 3,710,942
Minimum capital required, Ratio (as a percent)	0.1050		0.1050
Required to be considered well capitalized, Capital Amount	$ 3,564,690		$ 3,534,230
Required to be considered well capitalized, Ratio (as a percent)	0.1000		0.1000
Tier I capital to average assets (leverage ratio)
Actual, Capital Amount	$ 4,595,267		$ 4,424,466
Actual, Ratio (as a percent)	0.1036		0.1003
Minimum capital required, Capital Amount	$ 1,773,701		$ 1,764,736
Minimum capital required, Ratio (as a percent)	0.0400		0.0400
Required to be considered well capitalized, Capital Amount	$ 2,217,126		$ 2,205,921
Required to be considered well capitalized, Ratio (as a percent)	0.0500		0.0500
Minimum
Common equity Tier 1 to risk-weighted assets
Actual, Ratio (as a percent)	4.50%
Tier I capital to risk-weighted assets
Minimum capital required, Ratio (as a percent)	0.06
Total capital to risk-weighted assets
Actual, Ratio (as a percent)	0.04
Tier I capital to average assets (leverage ratio)
Actual, Ratio (as a percent)	0.08

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Goodwill and Other Intangible Assets (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Other Intangible Assets
Goodwill	$ 1,923,106,000	$ 1,923,106,000
Impairment Charges	$ 0	$ 0

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Goodwill and Other Intangible Assets - Summary of gross carrying amounts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Other intangible assets
Gross carrying amount	$ 275,108		$ 275,108		$ 274,753
Accumulated amortization	(197,719)		(197,719)		(185,977)
Net carrying amount	77,389		77,389		88,776
Amortization expense	5,744	$ 7,028	11,742	$ 14,327
Fair value of SBA servicing assets	$ 6,300		$ 6,300		$ 6,000
Minimum
Other intangible assets
Estimated useful lives	2 years		2 years
Maximum
Other intangible assets
Estimated useful lives	15 years		15 years

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Goodwill and Other Intangible Assets - Amortization expense (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Estimated amortization expense
Net carrying amount	$ 77,389	$ 88,776
Other intangibles, excluding the SBA servicing assets
Estimated amortization expense
September 30, 2024	5,327
December 31, 2024	5,326
March 31, 2025	5,100
June 30, 2025	4,836
September 30, 2025	4,419
Thereafter	46,074
Net carrying amount	$ 71,082

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Mortgage Loan Servicing, Origination, and Loans Held for Sale (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Mortgage Loan Servicing, Origination, and Loans Held for Sale
Residential mortgages serviced for others	$ 6,700,000,000		$ 6,700,000,000		$ 6,600,000,000
Contractually specified servicing fees earned	4,300,000	$ 4,200,000	8,400,000	$ 8,300,000
Mortgage servicing rights	88,904,000		88,904,000		$ 85,164,000
Changes in the fair value of MSRs and its offsetting hedge.
Increase/(decrease) in fair value of MSRs	$ 830,000	$ 1,977,000	$ 3,214,000	$ 688,000
Servicing Asset, Fair Value, Change in Fair Value, Valuation Input, Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax
Decay of MSRs	$ (2,566,000)	$ (2,385,000)	$ (4,007,000)	$ (3,793,000)
(Loss) gain related to derivatives	(1,424,000)	(2,264,000)	(4,004,000)	(2,119,000)
Net effect on Consolidated Statements of Income	$ (3,160,000)	$ (2,672,000)	$ (4,797,000)	$ (5,224,000)
Characteristics and sensitivity analysis of the MSR
Composition of residential loans serviced for others	100.00%		100.00%		100.00%
Weighted average life (in years)			8 years 7 days		8 years 10 days
Constant Prepayment rate (CPR) (as a percent)			7.00%		7.00%
Estimated impact on fair value of a 10% increase, Constant Prepayment rate (CPR)	$ (504,000)		$ (504,000)		$ (522,000)
Estimated impact on fair value of a 20% increase, Constant Prepayment rate (CPR)	(1,022,000)		(1,022,000)		(1,014,000)
Estimated impact on fair value of a 10% decrease, Constant Prepayment rate (CPR)	504,000		504,000		551,000
Estimated impact on fair value of a 20% decrease, Constant Prepayment rate (CPR)	1,018,000		$ 1,018,000		$ 1,128,000
Weighted average discount rate (as a percent)			10.90%		10.70%
Estimated impact on fair value of a 10% increase, Weighted average discount rate	(3,081,000)		$ (3,081,000)		$ (3,270,000)
Estimated impact on fair value of a 20% increase, Weighted average discount rate	(6,173,000)		(6,173,000)		(6,458,000)
Estimated impact on fair value of a 10% decrease, Weighted average discount rate	2,938,000		2,938,000		3,242,000
Estimated impact on fair value of a 20% decrease, Weighted average discount rate	5,550,000		5,550,000		6,283,000
Effect on fair value due to change in interest rates:
25 basis point increase	1,621,000		1,621,000		1,647,000
50 basis point increase	3,078,000		3,078,000		3,189,000
25 basis point decrease	(1,758,000)		(1,758,000)		(1,723,000)
50 basis point decrease	$ (3,623,000)		$ (3,623,000)		$ (3,501,000)
Fixed-rate mortgage loans
Characteristics and sensitivity analysis of the MSR
Composition of residential loans serviced for others	100.00%		100.00%		100.00%

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Mortgage Loan Servicing, Origination, and Loans Held for Sale - Mandatory cash forwards (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Mortgage loan securitizations, mandatory cash forwards, and whole loan sales
Repurchase of principal balance			$ 1,200,000	$ 975,000
Loan sales	$ 282,600,000	$ 249,300,000	505,300,000	408,700,000
Loan securitizations and loan sales	$ 205,900,000	$ 201,100,000	$ 366,600,000	$ 324,100,000
Percentage of loan securitizations and loan sales	72.90%	80.70%	72.60%	79.30%
Loss reimbursement and settlement claims paid			$ 52,000	$ 0
Loans held for sale	$ 100,007,000		$ 100,007,000		$ 50,888,000
Residential mortgage loans awaiting sale in secondary market | Minimum
Mortgage loan securitizations, mandatory cash forwards, and whole loan sales
Loans held for sale, settlement period			15 days
Residential mortgage loans awaiting sale in secondary market | Maximum
Mortgage loan securitizations, mandatory cash forwards, and whole loan sales
Loans held for sale, settlement period			45 days

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Short-Term Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Secured Debt, Repurchase Agreements
Carrying amount of securities sold under repurchase agreements with customers	$ 254,400	$ 241,000
Carrying amount of the securities pledged to collateralize repurchase agreements	7,048,308	7,463,871
Federal funds purchased	287,973	248,162
Letter of credit outstanding	2,900
Loans	32,762,266	31,931,916
FRB Borrowings
Secured Debt, Repurchase Agreements
Debt Instrument Collateral Amount	1,800,000
Letter of credit outstanding	0	0
Maximum borrowing capacity	1,800,000
Loans	2,600,000
FHLB Advances
Secured Debt, Repurchase Agreements
Outstanding advances	300,000	100,000
Debt Instrument Collateral Amount	6,400,000
Amount of cash pledged as collateral	166,800
Unused net credit available with the FHLB	6,300,000
Debt Instrument Unused Borrowing Capacity Amount	$ 6,600,000
Asset Pledged as Collateral | FRB Borrowings
Secured Debt, Repurchase Agreements
Financing Receivable, Pledging Purpose [Extensible Enumeration]	Federal funds purchased
Asset Pledged as Collateral | FHLB Advances
Secured Debt, Repurchase Agreements
Debt Instrument Collateral Amount	$ 11,300,000
Amount of cash pledged as collateral	196,700
Asset Pledged as Collateral | Securities sold under agreements to repurchase
Secured Debt, Repurchase Agreements
Carrying amount of the securities pledged to collateralize repurchase agreements	$ 389,300	$ 410,400

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Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Apr. 27, 2022
Stock repurchase program
Shares authorized under repurchase program						4,120,021
Cost of shares repurchased under other arrangements	$ 140	$ 3,606	$ 8,093	$ 7,022
2022 Stock Repurchase Program
Stock repurchase program
Shares authorized under repurchase program						3,750,000
Number of shares repurchased			100,000		100,000
Average price per share			$ 79.85		$ 67.48
2021 Stock Repurchase Plan
Stock repurchase program
Remaining authorized shares available for repurchase						370,021
Other stock repurchase arrangements
Stock repurchase program
Number of shares repurchased			97,363	98,093
Cost of shares repurchased under other arrangements			$ 8,100	$ 7,000

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Investments in Qualified Affordable Housing Projects (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Investments in Qualified Affordable Housing Projects
Tax credits and other tax benefits	$ 3.8	$ 3.6	$ 7.7	$ 7.2
Investment Program, Proportional Amortization Method, Elected, Income Tax Credit and Other Income Tax Benefit, before Amortization, Statement of Income or Comprehensive Income [Extensible Enumeration]	Income Tax Expense (Benefit)	Income Tax Expense (Benefit)	Income Tax Expense (Benefit)	Income Tax Expense (Benefit)
Amortization	$ 3.5	$ 2.1	$ 6.9	$ 4.1
Investment Program, Proportional Amortization Method, Applied, Amortization Expense, Statement of Income or Comprehensive Income [Extensible Enumeration]	Income Tax Expense (Benefit)	Other Noninterest Expense	Income Tax Expense (Benefit)	Other Noninterest Expense
Carrying value	$ 85.0		$ 85.0		$ 101.8
Investment, Proportional Amortization Method, Elected, Statement of Financial Position [Extensible Enumeration]	Other Assets.		Other Assets.		Other Assets.
Funding obligation	$ 11.3		$ 11.3		$ 12.5
Percentage of remaining funding obligation expected to be funded	91.00%		91.00%

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Subsequent Events (Details) - $ / shares	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Subsequent events
Cash dividends declared (in dollars per share)		$ 0.52	$ 0.50	$ 1.04	$ 1.00
O 2024 Q2 Dividends
Subsequent events
Cash dividends declared (in dollars per share)				$ 0.52
Subsequent event | O 2024 Q3 Dividends
Subsequent events
Cash dividends declared (in dollars per share)	$ 0.54