SUMMARY

        This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about South State and CenterState into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page 193 of this joint proxy statement/prospectus.

The Parties to the Merger (pages 77 and 78)

South State Corporation

520 Gervais Street
Columbia, SC 29201
(800) 277-2175

        South State is a South Carolina corporation that is a bank holding company registered with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). South State was incorporated in 1985 under the laws of South Carolina. South State provides a wide range of banking services and products to its customers through its wholly-owned bank subsidiary, South State Bank, a South Carolina banking corporation that opened for business in 1934. South State does not engage in any significant operations other than the ownership of its banking subsidiary. South State Bank provides a full range of retail and commercial banking services, mortgage lending services, trust and wealth management, and consumer loans through financial centers in South Carolina, North Carolina, Georgia and Virginia. At December 31, 2019, South State had approximately $15.9 billion in assets, $11.3 billion in loans, $12.2 billion in deposits, $2.4 billion in shareholders' equity, and a market capitalization of approximately $2.9 billion.

        South State's principal executive offices are located at 520 Gervais Street, Columbia, South Carolina 29201, and its telephone number is (800) 277-2175.

        South State common stock is traded on the NASDAQ under the symbol "SSB".

CenterState Bank Corporation

1101 First Street South, Suite 202
Winter Haven, FL 33880
(863) 293-4710

        CenterState is a financial holding company, incorporated under the laws of the state of Florida, that owns all of the outstanding shares of CenterState Bank. Headquartered in Winter Haven, Florida between Orlando and Tampa, CenterState provides traditional retail, commercial, mortgage, wealth management and small business services throughout CenterState Bank's branch network in Florida, Georgia and Alabama, and customer relationships in neighboring states. CenterState Bank also has a national footprint, serving clients coast to coast through its correspondent banking division. As of December 31, 2019, CenterState had total consolidated assets of $17.1 billion, total consolidated loans of $12.0 billion, total consolidated deposits of $13.1 billion, and total consolidated shareholders' equity of $2.9 billion.

        CenterState common stock is traded on the NASDAQ under the symbol "CSFL".

The Merger and the Merger Agreement (pages 79 and 146)

        The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

        Subject to the terms and conditions of the merger agreement, at the completion of the merger, CenterState will merge with and into South State, with South State as the surviving corporation in a merger of equals. Following the completion of the merger, South State Bank will merge with and into CenterState Bank, with CenterState Bank as the surviving bank, which will adopt the name "South State Bank, National Association". Following the merger, CenterState common stock will be delisted from the NASDAQ and deregistered under the Exchange Act and will cease to be publicly traded.

Merger Consideration (page 147)

        In the merger, holders of CenterState common stock will receive 0.3001 shares of South State common stock for each share of CenterState common stock they hold immediately prior to the effective time. South State will not issue any fractional shares of South State common stock in the merger. Holders of CenterState common stock who would otherwise be entitled to a fraction of a share of South State common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the South State closing share value.

        South State common stock is listed on the NASDAQ under the symbol "SSB", and CenterState common stock is listed on the NASDAQ under the symbol "CSFL". The following table shows the closing sale prices of South State common stock and CenterState common stock as reported on the NASDAQ on January 24, 2020, the last full trading day before the public announcement of the merger agreement, and on April 14, 2020, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of CenterState common stock, which was calculated by multiplying the closing price of South State common stock on those dates by the exchange ratio of 0.3001.

		South State Common Stock			Center State Common Stock			Implied Value of One Share of CenterState Common Stock
January 24, 2020		$	85.52		$	23.33		$	25.66
April 14, 2020		$	56.27		$	16.61		$	16.89

        For more information on the exchange ratio, see the section entitled "The Merger—Terms of the Merger" beginning on page 79 and the section entitled "The Merger Agreement—Merger Consideration" beginning on page 147.

Treatment of CenterState Equity Awards and Warrants (page 148)

        At the effective time, each outstanding CenterState equity award and each outstanding CenterState warrant will be converted into a corresponding award or warrant with respect to shares of South State common stock, with the number of shares underlying such award or warrant (and, in the case of CenterState stock options and warrants, the applicable exercise price) adjusted based on the exchange ratio. Each such converted South State equity award or warrant will continue to be subject to the same terms and conditions (including vesting and exercisability or payment terms) as applied to the corresponding CenterState equity award or warrant, except that (i) each such converted South State stock option or warrant will remain exercisable through the remainder of the original term of the corresponding CenterState stock option or warrant, and (ii) each such converted South State RSU issued in respect of a CenterState PSU will continue to vest based solely on continued service following the effective time, with the number of shares underlying such South State RSU determined assuming

performance goals are satisfied at the greater of target and actual levels of performance as of immediately prior to the effective time and adjusted based on the exchange ratio.

        Following the effective time, each South State equity award issued in respect of a converted CenterState equity award will be eligible to vest on a "double-trigger" basis if the holder's employment is terminated by the combined company without cause or by the holder for good reason within three (3) years following the effective time.

Treatment of South State Equity Awards (page 148)

        At the effective time, each South State equity award that was outstanding as of January 25, 2020 and that remains outstanding and unvested as of the effective time will vest in full at the effective time, with any applicable performance goals deemed satisfied based on the greater of target and actual levels of performance as of immediately prior to the effective time and with each South State stock option to remain exercisable through the remainder of the original term. Any equity awards denominated in shares of South State common stock granted following January 25, 2020 and that remaining outstanding as of the effective time will remain outstanding and eligible to vest in accordance with their terms following the effective time, except that any such awards will be eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time.

Material U.S. Federal Income Tax Consequences of the Merger (page 166)

        The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that South State and CenterState each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of CenterState common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their CenterState common stock for South State common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of South State common stock.

        You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

South State's Reasons for the Merger; Recommendation of the South State Board of Directors (page 104)

        The South State board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of South State and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The South State board of directors unanimously recommends that holders of South State common stock vote "FOR" the South State merger proposal, "FOR" the South State authorized share count proposal, "FOR" the South State compensation proposal and "FOR" the South State adjournment proposal. For a more detailed discussion of the South State board of directors' recommendation, see the section entitled "The Merger—South State's Reasons for the Merger; Recommendation of the South State Board of Directors" beginning on page 104.

CenterState's Reasons for the Merger; Recommendation of the CenterState Board of Directors (page 87)

        The CenterState board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of CenterState and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The CenterState board of directors unanimously recommends that holders of CenterState common stock vote "FOR" the CenterState merger proposal, "FOR" the CenterState compensation proposal and "FOR" the CenterState adjournment proposal. For a more detailed discussion of the CenterState board of directors' recommendation, see the section entitled "The Merger—CenterState's Reasons for the Merger; Recommendation of the CenterState Board of Directors" beginning on page 87.

Opinion of South State's Financial Advisor (page 107)

        At the January 24, 2020 meeting at which the South State board of directors considered the merger and the merger agreement, Piper Sandler & Co. ("Piper Sandler") delivered to the South State board of directors its oral opinion, which was subsequently confirmed in writing on January 24, 2020, to the effect that, as of such date, the exchange ratio was fair to South State from a financial point of view. The full text of Piper Sandler's opinion is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Holders of South State common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. Piper Sandler's opinion was directed to the South State board of directors in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any shareholder of South State as to how any such shareholder should vote at any meeting of shareholders called to consider and vote on the approval of the merger agreement and the merger.

Opinion of CenterState's Financial Advisor (page 90)

        In connection with the merger, CenterState's financial advisor, Keefe, Bruyette & Woods, Inc. ("KBW"), delivered a written opinion, dated January 25, 2020, to the CenterState board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of CenterState common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex D to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the CenterState board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of CenterState to engage in the merger or enter into the merger agreement or constitute a recommendation to the CenterState board of directors in connection with the merger, and it does not constitute a recommendation to any holder of CenterState common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.

Appraisal or Dissenters' Rights in the Merger (page 143)

        Holders of South State common stock are not entitled to appraisal or dissenters' rights under the SCBCA and holders of CenterState common stock are not entitled to appraisal or dissenters' rights under the FBCA. For more information, see the section entitled "The Merger—Appraisal or Dissenters' Rights in the Merger" beginning on page 143.

Interests of South State's Directors and Executive Officers in the Merger (page 122)

        In considering the recommendation of the South State board of directors to vote for the South State merger proposal, the South State authorized share count proposal, the South State compensation proposal and the South State adjournment proposal, holders of South State common stock should be aware that the directors and executive officers of South State may have interests in the merger that are different from, or in addition to, the interests of holders of South State common stock generally. The South State board of directors was aware of these interests and considered them, among other matters, in making its recommendation that South State shareholders vote to approve the South State merger proposal, the South State authorized share count proposal, the South State compensation proposal and the South State adjournment proposal.

        These interests include:

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unvested South State equity awards held by South State directors and executive officers that were outstanding as of January 25, 2020 and that remain outstanding as of the effective time will vest in full (i.e., "single-trigger") at the effective time;



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unvested equity awards denominated in shares of South State common stock held by South State directors and executive officers that were granted following January 25, 2020 and that remain outstanding as of the effective time will remain outstanding and eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time;



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South State executive officers' annual incentive awards in respect of fiscal year 2020 may be paid based on the greater of target and actual levels of performance at the time such awards are typically paid;



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South State and South State Bank, as applicable, have entered into employment agreements with Robert R. Hill, Jr., John C. Pollok, Greg A. Lapointe, Renee R. Brooks, John S. Goettee and Jonathan Kivett that will be effective at the closing of the merger and provide certain compensation and benefits in connection with such executive officers' employment following the closing of the merger, including severance;



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non-employee directors of South State who do not continue as directors of the combined company will be eligible for continued vesting of unvested South State equity awards based on service on the advisory board of South State, payment of a prorated portion of any unpaid quarterly cash retainers, and a cash retainer in respect of advisory board service following the effective time;



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certain of South State's directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company following the closing of the merger; and



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South State's directors and executive officers are entitled to continued indemnification and insurance coverage under their existing agreements with South State.

        The South State board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement. For more information, see the section entitled "The Merger—Interests of South State's Directors and Executive Officers in the Merger" beginning on page 122.

Interests of CenterState's Directors and Executive Officers in the Merger (page 130)

        In considering the recommendation of the CenterState board of directors to vote for the CenterState merger proposal, the CenterState compensation proposal and the CenterState adjournment

proposal, holders of CenterState common stock should be aware that the directors and executive officers of CenterState may have interests in the merger that are different from, or in addition to, the interests of holders of CenterState common stock generally. The CenterState board of directors was aware of these interests and considered them, among other matters, in making its recommendation that CenterState shareholders vote to approve the CenterState merger proposal, the CenterState compensation proposal and the CenterState adjournment proposal.

        These interests include:

•

each outstanding CenterState stock option will vest and be converted into, and each outstanding CenterState restricted stock award, RSU and PSU will be converted into, a corresponding award with respect to shares of South State common stock, with the number of shares underlying such award (and, in the case of CenterState stock options, the applicable exercise price) adjusted based on the exchange ratio. Each such converted South State equity award will continue to be subject to the same terms and conditions (including exercisability or payment terms) as applied to the corresponding CenterState equity award, except that (i) each such converted South State stock option will remain exercisable through the remainder of the original term of the corresponding CenterState stock option, and (ii) each such converted South State RSU issued in respect of a CenterState PSU will continue to vest based solely on continued service following the effective time, with the number of shares underlying such South State RSU determined assuming performance goals are satisfied at the greater of target and actual levels of performance as of immediately prior to the effective time and adjusted based on the exchange ratio;



•

South State restricted stock awards and South State RSUs issued in respect of converted CenterState restricted stock awards, CenterState RSUs and CenterState PSUs will be eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time;



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CenterState has entered into retention letters with John C. Corbett, Stephen D. Young, Daniel E. Bockhorst and Jennifer L. Idell that will be effective at the effective time and provide for certain compensation and benefits in connection with such executive officers' employment following the closing of the merger, including severance;



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certain of CenterState's other executive officers are party to employment agreements that provide for severance payments and benefits in connection with a termination of employment;



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certain of CenterState's executive officers are party to supplemental executive retirement plan agreements that provide for payments in connection with a change in control;



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certain of CenterState's directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company following the closing of the merger; and



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CenterState's directors and executive officers are entitled to continued indemnification and insurance coverage under their existing agreements with CenterState.

        The CenterState board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement. For more information, see the section entitled "The Merger—Interests of CenterState's Directors and Executive Officers in the Merger" beginning on page 130.

Governance of the Combined Company After the Merger (page 138)

Articles Amendment

        In connection with the merger, South State's articles of incorporation will be amended to increase the number of authorized shares of South State common stock from eighty million (80,000,000) shares to one hundred sixty million (160,000,000) shares. A copy of the South State articles amendment is attached to this joint proxy statement/prospectus as Annex B.

        The articles of incorporation of South State as in effect immediately prior to the effective time, as amended as described above, will be the articles of incorporation of the combined company, until thereafter amended in accordance with applicable law.

Bylaws

        Prior to closing, the South State board of directors will take all actions necessary to cause the bylaws of South State to be amended as set forth in Exhibit B to the merger agreement (such amendment, the "South State bylaw amendment"), and as so amended, effective upon the completion of the merger, the bylaws of South State will be the bylaws of the combined company, until thereafter amended as provided therein or in accordance with applicable law. The South State bylaw amendment implements certain governance matters for the combined company following completion of the merger.

        From and after the effective time and until the thirty-six (36) month anniversary of the effective time (the "specified period"), the provisions of the bylaw amendment implementing the governance arrangements for the combined company, and any other provision of the bylaws of South State that sets forth the authority and responsibility of the Executive Chairman, the Chief Executive Officer or President, may be modified, amended or repealed, and any bylaw provision or other resolution inconsistent with such provisions may be adopted, by the board of directors of the combined company only by (and any such modification, amendment, repeal or inconsistent bylaw provisions and other resolutions may be proposed or recommended by the board of directors of the combined company for adoption by the shareholders of South State only by) an affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company.

Board of Directors

        The board of directors of the combined company and the combined bank as of the effective time will have sixteen (16) members, consisting of:

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eight (8) legacy South State directors, one of whom will be the Chief Executive Officer of South State as of immediately prior to the effective time, one of whom will be Robert R. Horger and one of whom will be John C. Pollok; and



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eight (8) legacy CenterState directors, one of whom will be the Chief Executive Officer of CenterState as of immediately prior to the effective time, one of whom will be Charles W. McPherson (who will serve as lead independent director) and one of whom will be Ernest S. Pinner.

        The South State bylaw amendment provides that during the specified period, the number of directors that comprises the entire board of directors of the combined company will be sixteen (16) and any vacancy on the board of directors of the combined company created by the cessation of service for any reason by (i) a legacy South State director will be filled by the board of directors of the combined company with a nominee selected by a committee of the board of directors of the combined company comprised of all of the legacy South State directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed) (the "legacy

South State directors nominating committee") and (ii) a legacy CenterState director will be filled by the board of directors of the combined company with a nominee selected by a committee of the board of directors of the combined company comprised of all of the legacy CenterState directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed) (the "legacy CenterState directors nominating committee"). The "legacy South State directors" and the "legacy CenterState directors" means, respectively, the directors of South State and CenterState who were selected to be directors of the combined company by South State or CenterState, as the case may be, as of the effective time, pursuant to the merger agreement, and any directors of the combined company, as applicable, who were subsequently nominated and elected to fill a vacancy created by the cessation of service of a legacy South State director or legacy CenterState director, respectively, pursuant to the South State bylaw amendment as described above.

        The legacy South State directors nominating committee will determine which class of directors each legacy South State director will join as of the effective time and the legacy CenterState directors nominating committee will determine which class of directors each legacy CenterState director will join as of the effective time, in each case subject to achieving as near as possible proportional representation of legacy South State directors and legacy CenterState directors in each of the different classes of the board of directors of the combined company.

        As of the date of this joint proxy statement/prospectus, South State has fourteen (14) members on its board of directors.

        South State's bylaws currently provide that directors may not be over seventy-two (72) years of age at the time of the shareholders' meeting at which they are elected. Pursuant to the South State bylaw amendment, this provision will be deemed waived with respect to the individuals initially serving as legacy South State directors or legacy CenterState directors, as applicable, as of the effective time, and the board of directors of the combined company may further waive such requirement for one or more directors if it determines that doing so is in the best interests of the combined company and its shareholders.

Committees of the Board of Directors of the Combined Company

        The South State bylaw amendment provides that the board of directors of the combined company will have four standing committees: an Audit Committee, a Compensation Committee, a Nominating Committee (which, during the specified period, will consist of the legacy South State directors nominating committee and the legacy CenterState directors nominating committee) and a Risk Committee. The board of directors of the combined company may by resolution (which, during the specified period, will require the affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company) establish any committees not expressly contemplated by South State's bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the combined company and may prescribe the composition, duties and procedures thereof. Pursuant to the South State bylaw amendment, during the specified period:

•

each committee of the board of directors of the combined company (other than the legacy South State directors nominating committee and the legacy CenterState directors nominating committee) will (i) have at least four (4) members and (ii) be composed of fifty percent (50%) legacy South State directors and fifty percent (50%) legacy CenterState directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed)); and



•

the chairman of the Audit Committee and Risk Committee will be a legacy South State director and the chairman of the Nominating Committee and Compensation Committee will be a legacy

CenterState director (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed)).

        In addition, South State's existing bylaws provide for an Executive Committee, and the South State bylaw amendment provides that, at any time during the specified period in which an Executive Committee is in existence, the chairman of the Executive Committee will be Robert R. Hill, Jr. and John C. Corbett will serve as a member of the Executive Committee.

Executive Management Team and Lead Independent Director

        Effective as of the effective time, (i) Robert R. Hill, Jr. will serve as the Executive Chairman of the combined company and of the boards of directors of the combined company and the combined bank, (ii) John C. Corbett will serve as the Chief Executive Officer of the combined company and the President and Chief Executive Officer of the combined bank, (iii) Richard Murray, IV will serve as the President of the combined company and Senior Executive Vice President of the combined bank, (iv) Greg A. Lapointe will serve as the Chief Banking Officer of the combined company and the combined bank, (v) William E. Matthews, V will serve as the Chief Financial Officer of the combined company and the combined bank, (vi) Renee R. Brooks will serve as the Chief Operating Officer of the combined company and the combined bank, (vii) Stephen D. Young will serve as Senior Executive Vice President and Chief Strategy Officer of the combined company and the combined bank and (viii) John C. Pollok will serve as Senior Executive Vice President of the combined company and the combined bank.

        During the specified period, (i) any removal of (1) Mr. Hill in his capacity as the Executive Chairman of the combined company and of the boards of directors of the combined company and the combined bank, (2) Mr. Corbett in his capacity as the Chief Executive Officer of the combined company and President and Chief Executive Officer of the combined bank and (3) Mr. McPherson as lead independent director of the board of directors of the combined company, (ii) any amendment or modification to any employment or similar agreement with any of them to the extent such amendment or modification would adversely affect such individual, (iii) any termination of their employment or (iv) any modification to any of their respective reporting relationships as set forth in the combined company's bylaws will, in each case, require the affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company.

        During the specified period, upon the death, resignation, removal, disqualification or other cessation of service by Mr. Hill or Mr. Corbett serving in the capacities set forth above (or any of such individuals' successors selected and appointed in accordance with the South State bylaw amendment), an individual approved by the affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company will be appointed to serve in such capacity. In addition, during the specified period, upon the death, resignation, removal, disqualification or other cessation of service by Mr. McPherson (or any of his successors selected and appointed in accordance with the South State bylaw amendment), a legacy CenterState director selected by the legacy CenterState directors nominating committee will be appointed to serve as lead independent director.

Headquarters and Name After the Merger

        The headquarters and principal office of the combined company will be located in Winter Haven, Florida and the combined bank will have its main office in Winter Haven, Florida. The name of the combined company will be "South State Corporation" and the name of the combined bank will be "South State Bank, National Association".

Regulatory Approvals (page 141)

        Subject to the terms of the merger agreement, South State and CenterState have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such governmental entities. These approvals include, among others, the approval of the Federal Reserve Board and the Office of the Comptroller of the Currency (the "OCC").

        Although neither South State nor CenterState knows of any reason why it cannot obtain these regulatory approvals in a timely manner, South State and CenterState cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Expected Timing of the Merger

        South State and CenterState expect the merger to close in the third quarter of 2020. However, neither South State nor CenterState can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. South State and CenterState must first obtain the approval of holders of South State common stock and holders of CenterState common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

Conditions to Completion of the Merger (page 161)

        As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

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approval of the merger agreement and the South State articles amendment by the shareholders of South State by the requisite South State vote and approval of the merger agreement by the shareholders of CenterState by the requisite CenterState vote;



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the authorization for listing on the NASDAQ, subject to official notice of issuance, of the shares of South State common stock that will be issued pursuant to the merger agreement;



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all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome regulatory condition;



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the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for such purpose initiated or threatened by the SEC and not withdrawn;



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no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or the other transactions contemplated by the merger agreement illegal;

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the accuracy of the representations and warranties of South State and CenterState in the merger agreement, subject to materiality standards provided in the merger agreement (and the receipt of officers' certificates to such effect);



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performance in all material respects by each of South State and CenterState of their respective obligations, covenants and agreements under the merger agreement (and the receipt of officers' certificates to such effect); and



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receipt by each of South State and CenterState of an opinion from counsel as to certain tax matters.

Termination of the Merger Agreement (page 162)

        The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite South State vote or the requisite CenterState vote (except as indicated below), in the following circumstances:

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by mutual written consent of South State and CenterState;



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by either South State or CenterState if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the completion of the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;



•

by either South State or CenterState if the merger has not been completed on or before the termination date (January 25, 2021), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;



•

by either South State or CenterState (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or if any such representation or warranty ceases to be true) set forth in the merger agreement on the part of CenterState, in the case of a termination by South State, or South State, in the case of a termination by CenterState, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of an applicable closing condition of the terminating party and which is not cured within forty-five (45) days following written notice to the other party, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);



•

by CenterState, prior to the receipt of the requisite South State vote, if (1) South State or the South State board of directors has made a recommendation change or (2) South State or the South State board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to shareholder approval and the South State board recommendation;



•

by South State, prior to the receipt of the requisite CenterState vote, if (1) CenterState or the CenterState board of directors has made a recommendation change or (2) CenterState or the CenterState board of directors breaches in any material respect its obligations relating to

non-solicitation of acquisition proposals or its obligations related to shareholder approval and the CenterState board recommendation; or

•

by either South State or CenterState, if (i) the requisite South State vote has not been obtained upon a vote thereon taken at the South State special meeting (including any adjournment or postponement thereof) or (ii) the requisite CenterState vote has not been obtained upon a vote thereon taken at the CenterState special meeting (including any adjournment or postponement thereof).

Termination Fee (page 163)

        If the merger agreement is terminated by either South State or CenterState under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation by South State or CenterState or their respective boards, South State or CenterState may be required to pay a termination fee to the other party equal to $120 million.

Accounting Treatment (page 141)

        South State and CenterState each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). The merger will be accounted for using the acquisition method of accounting, and South State will be treated as the accounting acquirer for financial reporting purposes.

The Rights of Holders of CenterState Common Stock Will Change as a Result of the Merger (page 172)

        The rights of holders of CenterState common stock are governed by Florida law and by the articles of incorporation and bylaws of CenterState. In the merger, holders of CenterState common stock will become holders of common stock of the combined company, and their rights will be governed by South Carolina law and the articles of incorporation of South State as amended by the South State articles amendment and the bylaws of South State as amended by the South State bylaw amendment. Holders of CenterState common stock will have different rights once they become holders of common stock of the combined company due to differences between the CenterState governing documents and Florida law, on the one hand, and the South State governing documents and South Carolina law, on the other hand. These differences are described in more detail under the section entitled "Comparison of Shareholders' Rights" beginning on page 172.

Listing of South State Common Stock; Delisting and Deregistration of CenterState Common Stock (page 143)

        The shares of South State common stock to be issued in the merger will be listed for trading on the NASDAQ. Following the merger, shares of South State common stock will continue to be listed on the NASDAQ. In addition, following the merger, CenterState common stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

The South State Special Meeting (page 61)

        The South State special meeting will be held at 520 Gervais Street, Columbia, SC 29201, Second Floor—Orangeburg Conference Room, on May 21, 2020, at 2:00 p.m., local time. At the South State special meeting, holders of South State common stock will be asked to consider and vote on the following proposals:

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the South State merger proposal;



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the South State authorized share count proposal;

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the South State compensation proposal; and



•

the South State adjournment proposal.

        You may vote at the South State special meeting if you owned shares of South State common stock at the close of business on April 14, 2020. On that date, there were 33,464,420 shares of South State common stock outstanding, approximately 1.72% of which were owned and entitled to be voted by South State directors and executive officers and their affiliates. We currently expect that South State's directors and executive officers will vote their shares in favor of the South State merger proposal and the other proposals to be considered at the South State special meeting, although none of them has entered into any agreements obligating them to do so.

        The South State merger proposal will be approved if at least two-thirds of the votes entitled to be cast on the merger agreement by the holders of South State common stock are voted in favor of such proposal. The South State authorized share count proposal will be approved if at least two-thirds of the votes entitled to be cast on the South State articles amendment by the holders of South State common stock are voted in favor of such proposal. The South State compensation proposal and the South State adjournment proposal will each be approved if the votes cast by shareholders of South State in favor of the applicable proposal exceeds the votes cast by shareholders of South State against the applicable proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the South State special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the South State merger proposal or the South State authorized share count proposal, it will have the same effect as a vote "AGAINST" the South State merger proposal or the South State authorized share count proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the South State special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the South State compensation proposal or the South State adjournment proposal, it will have no effect on the South State compensation proposal or the South State adjournment proposal.

The CenterState Special Meeting (page 70)

        The CenterState special meeting will be held at CenterState's Posner Park Office, 3rd Floor, 42725 US Hwy 27, Davenport, FL 33837 on May 21, 2020, at 10:00 a.m., local time. At the CenterState special meeting, holders of CenterState common stock will be asked to consider and vote on the following proposals:

•

the CenterState merger proposal;



•

the CenterState compensation proposal; and



•

the CenterState adjournment proposal.

        You may vote at the CenterState special meeting if you owned shares of CenterState common stock at the close of business on April 14, 2020. On that date, there were 124,131,401 shares of CenterState common stock outstanding, approximately 2.36% of which were owned and entitled to be voted by CenterState directors and executive officers and their affiliates. We currently expect that CenterState's directors and executive officers will vote their shares in favor of the CenterState merger proposal and the other proposals to be considered at the CenterState special meeting, although none of them has entered into any agreements obligating them to do so.

        The CenterState merger proposal will be approved if the holders of a majority of the outstanding shares of CenterState common stock entitled to vote on such proposal are voted in favor of such proposal. The CenterState compensation proposal and the CenterState adjournment proposal will each be approved if the votes cast by shareholders of CenterState in favor of the applicable proposal exceeds the votes cast by shareholders of CenterState against the applicable proposal. If you mark "ABSTAIN"

on your proxy, fail to submit a proxy or vote in person at the CenterState special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the CenterState merger proposal, it will have the same effect as a vote "AGAINST" the CenterState merger proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the CenterState special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the CenterState compensation proposal or the CenterState adjournment proposal, it will have no effect on the CenterState compensation proposal or the CenterState adjournment proposal.

Litigation Related to the Merger (page 144)

        On March 17, 2020, a complaint, captioned Shiva Stein v. CenterState Bank Corporation et al., No. 1:20-cv-00379 (D. Del.), was filed by a purported shareholder of CenterState in the U.S. District Court for the District of Delaware. The complaint names CenterState and the CenterState board of directors as defendants. The complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger if it is consummated, damages and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

        On March 19, 2020, a putative class action complaint, captioned Paul Parshall v. Center State Bank Corporation, et al., No. 1:20-cv-00398 (D. Del.), was filed in the U.S. District Court for the District of Delaware. The complaint names CenterState, the CenterState board of directors and South State as defendants. The complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger if it is consummated, damages, the certification of the shareholder class and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

        On March 31, 2020, a complaint, captioned Dean Drulias v. CenterState Bank Corporation et al., No. 2020-CA-001236, was filed by a purported shareholder of CenterState in the Circuit Court of the 10th Judicial Circuit, Polk County, Florida. The complaint names CenterState, the CenterState board of directors and South State as defendants. The complaint alleges breaches of fiduciary duty in connection with the merger, including challenges to the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, a finding of breach of fiduciary duty, an injunction preventing the closing of the merger, rescission of the merger if it is consummated, damages and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

        On March 31, 2020, a complaint, captioned Phillip Mabe v. CenterState Bank Corporation et al., No. 1:20-cv-02683 (S.D.N.Y), was filed by a purported shareholder of CenterState in the U.S. District Court for the Southern District of New York. The complaint names CenterState and the CenterState board of directors as defendants. The complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger if it is consummated, damages and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

        On April 6, 2020, a complaint, captioned Grady Cooksey v. CenterState Bank Corporation et al., No. 1:20-cv-01709 (E.D.N.Y), was filed by a purported shareholder of CenterState in the U.S. District Court for the Eastern District of New York. The complaint names CenterState and the CenterState

board of directors as defendants. The complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger if it is consummated, damages and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

        On April 8, 2020, a putative class action complaint, captioned Jeffrey Johnson v. CenterState Bank Corporation, et al., No. 1:20-cv-02905 (S.D.N.Y.), was filed in the U.S. District Court for the Southern District of New York. The complaint names CenterState and the CenterState board of directors as defendants. The complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, an injunction against proceeding with the vote on, or closing of the merger, damages, the certification of the shareholder class and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

        On April 14, 2020, a complaint, captioned Stephen Bushansky v. CenterState Bank Corporation et al., No. 1:20-cv-01597-CAP (N.D. Ga.), was filed by a purported shareholder of CenterState in the U.S. District Court for the Northern District of Georgia. The complaint names CenterState and the CenterState board of directors as defendants. The complaint asserts claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger made in this joint proxy statement/prospectus. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger if it is consummated, damages and an award of plaintiffs' attorneys' and experts' fees. South State and CenterState believe the claims asserted in the lawsuit are without merit.

Risk Factors (page 51)

        In evaluating the merger agreement and the merger, including the issuance of shares of South State common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled "Risk Factors" beginning on page 51 and in South State's and CenterState's respective Annual Reports on Form 10-K for the year ended December 31, 2019 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 193 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.