| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | IBTX | Common Stock | Award | +38.2K | +40.97% | 131K | Jan 1, 2025 | Direct | F1 | ||
| transaction | IBTX | Common Stock | Tax liability | -$1.45M | -23.9K | -18.2% | $60.67 | 107K | Jan 1, 2025 | Direct | F2 |
| transaction | IBTX | Common Stock | Disposed to Issuer | -107K | -100% | 0 | Jan 1, 2025 | Direct | F3 | ||
| transaction | IBTX | Common Stock | Disposed to Issuer | -30K | -100% | 0 | Jan 1, 2025 | By Reece Brooks Trust | F3 | ||
| transaction | IBTX | Common Stock | Disposed to Issuer | -30K | -100% | 0 | Jan 1, 2025 | By Ryan Brooks Trust | F3 | ||
| transaction | IBTX | Common Stock | Disposed to Issuer | -546K | -100% | 0 | Jan 1, 2025 | By: Natur Family Limited Partnership | F3 |
David R. Brooks is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Merger Agreement, each outstanding performance restricted stock unit award (Independent PSU) was fully vested, cancelled and converted into the right to receive SouthState Common Stock equal to (i) the product (rounded to the nearest whole number) of (x) the number of shares of Independent Common Stock subject to such Independent PSU immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such Independent PSU determined in accordance with the terms of the Merger Agreement, which performance was determined by the compensation committee of the IBTX board of directors to be at target) multiplied by (y) 0.60 plus (ii) a cash payment in respect of accrued but unpaid dividend equivalents on such Independent PSU. |
| F2 | Indicates share of common stock, par value $0.01 per share, of Independent (Independent Common Stock) withheld to satisfy tax withholding obligations in connection with the vesting of previously awarded shares of restricted stock pursuant to multiple grants under the Issuer's 2022 and 2013 Equity Incentive Plans and outstanding performance restricted stock unit award (Independent PSU). |
| F3 | Pursuant to the Merger Agreement, each share of Independent Common Stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.60 shares of common stock, par value $2.50 per share, of SouthState (SouthState Common Stock). Shares reported include restricted stock awards. Pursuant to the Merger Agreement, each outstanding restricted stock award was fully vested, cancelled and converted into the right to receive SouthState Common Stock equal to the product (rounded to the nearest whole number) of (i) the number of Independent Common Stock subject to such restricted stock award immediately prior to the effective time of the Merger multiplied by (ii) 0.60. On December 31, 2024 (the day prior to the Merger), the closing price of one share of SouthState Common stock was $99.48. |
On January 1, 2025, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated May 17, 2024, by and between Independent Bank Group, Inc. (Independent) and SouthState Corporation (SouthState), Independent merged with and into SouthState (the Merger).