David R. Brooks - 01 Jan 2025 Form 4 Insider Report for Independent Bank Group, Inc.

Footnote 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.

Footnote 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).

Footnote 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.