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What changed in RENASANT CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RENASANT CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+454 added−477 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-26)

Top changes in RENASANT CORP's 2025 10-K

454 paragraphs added · 477 removed · 343 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

109 edited+34 added−45 removed82 unchanged
Biggest changeUnder Federal Reserve policy, in general a bank holding company should pay dividends only when (1) its net income available to shareholders over the last four quarters (net of dividends paid) has been sufficient to fully fund the dividends, (2) the prospective rate of earnings retention appears to be consistent with the capital needs and overall current and prospective financial condition of the bank holding company and its subsidiaries and (3) the bank holding company will continue to meet minimum regulatory capital adequacy ratios after giving effect to the dividend.
Biggest changeThe Federal Reserve has issued a supervisory letter advising, among other things, that a bank holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios after giving effect to the dividend.
Thus, the chief considerations when assessing the risk of a C&I loan are the local business borrower’s ability to sell its products/services, thereby generating sufficient operating revenue to repay us under the agreed upon terms and conditions, and the general business conditions of the local economy or other market that the business serves.
Thus, the chief considerations when assessing the risk of a C&I loan are the local business borrower’s ability to sell its products or services, thereby generating sufficient operating revenue to repay us under the agreed upon terms and conditions, and the general business conditions of the local economy or other market that the business serves.
Loans are usually structured either to fully amortize over the term of the loan or to balloon after the third year or fifth year of the loan, typically with an amortization period not to exceed 20 years. We also actively monitor such financial measures as advance rate, cash flow, collateral value and other appropriate credit factors.
Loans are usually structured either to fully amortize over the term of the loan or to balloon after the third or fifth year of the loan, typically with an amortization period not to exceed 20 years. We also actively monitor such financial measures as advance rate, cash flow, collateral value and other appropriate credit factors.
This summary is not, however, intended to describe all laws, regulations and policies applicable to us and the Bank, and the description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretative letters and other written guidance that are described below.
This summary is not, however, intended to describe all laws, regulations and policies applicable to us and the Bank, and the description is qualified in its entirety by reference to the full text of applicable statutes, regulations, policies, interpretative letters and other written guidance that are described below.
The capital classification of a bank affects the frequency of regulatory examinations, the bank’s ability to engage in certain activities and the deposit insurance premiums paid by the bank. In addition, federal banking regulators must take various mandatory supervisory actions, and may take other discretionary actions, with respect to institutions in the three undercapitalized categories.
A bank’s capital classification affects the frequency of regulatory examinations, the bank’s ability to engage in certain activities and the deposit insurance premiums paid by the bank. In addition, federal banking regulators must take various mandatory supervisory actions, and may take other discretionary actions, with respect to institutions in the three undercapitalized categories.
In alignment with the Company’s vision, mission, values and behaviors and in an effort to retain high performing employees, the Company conducts employee feedback surveys regularly and seeks to engage, reward, and recognize employees through strategic programming and initiatives. 14 In addition to professional development, the Company provides bank-paid and voluntary benefits to eligible employees.
In alignment with the Company’s vision, 14 mission, values and behaviors and in an effort to retain high performing employees, the Company conducts employee feedback surveys regularly and seeks to engage, reward, and recognize employees through strategic programming and initiatives. In addition to professional development, the Company provides bank-paid and voluntary benefits to eligible employees.
As a publicly-traded company, Renasant Corporation is also subject to laws, rules and regulations, as well as the standards of self-regulatory organizations, relating to corporate governance, financial reporting and public disclosure, and auditor independence, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and 9 Consumer Protection Act of 2010 (the “Dodd-Frank Act”), SEC rules and regulations and NYSE listing rules.
As a publicly-traded company, Renasant Corporation is also subject to laws, rules and regulations, as well as the standards of self-regulatory organizations, relating to corporate governance, financial reporting and public disclosure, and auditor independence, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), SEC rules and regulations and NYSE listing standards.
The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a 4 specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract.
The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract.
A dominant theme of the GLBA is functional regulation of financial services, with the primary regulator of the Company or its subsidiaries being the agency that traditionally regulates the activity in which the Company or its subsidiaries wish to engage. For example, the SEC regulates bank holding company securities transactions, and the various banking regulators oversee our banking activities.
A dominant theme of the GLBA is functional regulation of financial services, with the primary regulator of the Company or its subsidiaries being the agency that traditionally regulates the activity in which the Company or its subsidiaries wish to engage. 8 For example, the SEC regulates bank holding company securities transactions, and the various banking regulators oversee our banking activities.
In this Annual Report, Renasant Bank is sometimes referred to as the “Bank,” while Park Place Capital Corporation is referred to as “Park Place Capital,” and Continental Republic Capital, LLC is referred to as “Republic Business Credit.” Our vision is to be the financial services advisor and provider of choice in each community we serve.
In this Annual Report, Renasant Bank is sometimes referred to as the “Bank,” while Park Place Capital Corporation is referred to as “Park Place Capital,” and Continental Republic Capital, LLC is referred to as “Republic Business Credit.” 2 Our vision is to be the financial services advisor and provider of choice in each community we serve.
(Total gross revenues consist of interest income on a fully taxable equivalent basis and noninterest income.) Our lending philosophy is to minimize credit losses by following strict credit approval standards, diversifying our loan portfolio by both type, size and geography and conducting ongoing review and management of the loan portfolio.
(Total gross revenues consist of interest income on a fully taxable equivalent basis and noninterest income.) Our lending philosophy is to minimize credit losses by following strict credit approval standards, diversifying our loan portfolio by both type, size and geography and conducting 3 ongoing review and management of the loan portfolio.
As a practical matter, for so long as our operations chiefly consist of the operation of the Bank, the Bank will remain our source of dividend payments. Accordingly, our ability to pay dividends depends upon the Bank’s earnings and financial condition. The ability of the Bank to pay dividends also is restricted by federal and state laws, regulations and policies.
As a practical matter, for so long as our operations chiefly consist of the operation of the Bank, the Bank will remain our source of dividend payments. Accordingly, our ability to pay dividends depends upon the Bank’s earnings and financial condition. The ability of the Bank to pay dividends is restricted by federal and state laws, regulations and policies.
Generally speaking, the Volcker rule prohibits a bank and its affiliates from engaging in proprietary trading and from acquiring or retaining ownership interests in, sponsoring, or having relationships with certain “covered funds,” including certain hedge funds and private equity funds.
The Volcker rule generally prohibits a bank and its affiliates from engaging in proprietary trading and from acquiring or retaining ownership interests in, sponsoring, or having relationships with certain “covered funds,” including certain hedge funds and private equity funds.
Our commercial lending group provides banking services to corporations or other business customers and originates loans for general corporate purposes, such as financing for commercial and industrial projects or 3 income producing commercial real estate.
Our commercial lending group provides banking services to corporations or other business customers and originates loans for general corporate purposes, such as financing for commercial and industrial projects or income producing commercial real estate.
The following is a general description of each of the principal types of loans in our loan portfolio, the relative credit risk of each type of loan and the steps we take to reduce such risk.
The following is a general description of each of the principal types of loans in our loan portfolio, the relative credit risk of each type of loan and the steps we take to reduce credit risk.
For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and other Tier 1 capital instruments.
For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and Tier 1 capital instruments.
Under the BHC Act, we are prohibited from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to or performing services for the Bank and from acquiring a direct or indirect interest in or control of more than 5% of the voting shares of any company that is not a bank or financial holding company.
Under the BHC Act, bank holding companies are prohibited from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to or performing services for the Bank and from acquiring a direct or indirect interest in or control of more than 5% of the voting shares of any company that is not a bank or financial holding company.
A few of the ratios used in measuring the success of their business plan include: — return on average assets — net interest margin and spread — the efficiency ratio — fee income shown as a percentage of loans and deposits — loan and deposit growth — the volume and cost of deposits — net charge-offs to average loans — the percentage of loans past due and nonaccruing 2 While we have preserved decision-making at a local level, we have centralized our legal, accounting, investment, risk management, loan review, human resources, audit and data processing/operations functions.
A few of the ratios used in measuring the success of their business plan include: — return on average assets and on average common equity — net interest margin and spread — the efficiency ratio — fee income shown as a percentage of loans and deposits — loan and deposit growth — the volume and cost of deposits — net charge-offs to average loans — the percentage of loans past due and nonaccruing While we have preserved decision-making at a local level, we have centralized our legal, accounting, investment, risk management, loan review, human resources, audit and data processing/operations functions.
We compete through the Bank for available loans and deposits and the provision of other financial services (such as treasury management) with state, regional and national banks as well as savings and loan associations, credit unions, finance companies, mortgage companies, insurance companies, brokerage firms and investment companies in all of our service areas.
We compete through the Bank for available loans and deposits and the provision of other financial services (such as treasury management) with state, regional and national banks as well as savings and loan associations, credit unions, finance companies, mortgage companies, insurance companies, brokerage firms, factoring companies, fintech companies and investment companies in all of our service areas.
No particular company or group of companies dominates this industry in our markets. Supervision and Regulation General The U.S. banking industry is highly regulated under federal and state law. We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).
No particular company or group of companies dominates this industry in our markets. Supervision and Regulation General The U.S. banking industry is extensively regulated under federal and state law. We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).
Control Acquisitions . Federal and state laws, including the BHC Act and the Change in Bank Control Act, also impose prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution or bank holding company.
Federal and state laws, including the BHC Act and the Change in Bank Control Act, also impose prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect 9 “control” of an FDIC-insured depository institution or bank holding company.
Investment income generated by our investment activities, both taxable and tax-exempt, accounted for approximately 3.9%, 1.1% and 7.9% of our total gross revenues in 2024, 2023 and 2022, respectively. Deposit Services . We offer a broad range of deposit services and products to our consumer and commercial clients.
Investment income generated by our investment activities, both taxable and tax-exempt, accounted for approximately 7.1%, 3.9% and 1.1% of our total gross revenues in 2025, 2024 and 2023, respectively. Deposit Services . We offer a broad range of deposit services and products to our consumer and commercial clients.
The FDIC’s assessment is taken into account when evaluating any application we submit for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger or the acquisition of shares of capital stock of another financial institution.
This assessment is taken into account when evaluating any application we submit for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger or the acquisition of shares of capital stock of another financial institution.
Similar to non-owner occupied commercial real estate loans, the source of repayment of a construction loan comes from the sale or lease of newly-constructed property, although often construction loans are repaid with the proceeds of a commercial real estate loan that we make to the owner or lessor of the newly-constructed property.
Similar to non-owner occupied commercial real estate loans (which are discussed below), the source of repayment of a construction loan comes from the sale or lease of newly-constructed property, although construction loans are often repaid with the proceeds of a commercial real estate loan that we make to the owner or lessor of the newly-constructed property.
Income generated by our lending activities, in the form of interest income, loan-related fees, and income from the sale and servicing of mortgage loans, comprises a substantial portion of our revenue, accounting for approximately 77.7%, 82.8% and 75.1% of our total gross revenues in 2024, 2023 and 2022, respectively.
Income generated by our lending activities, in the form of interest income, loan-related fees, and income from the sale and servicing of mortgage loans, comprises a substantial portion of our revenue, accounting for approximately 81.1%, 77.7% and 82.8% of our total gross revenues in 2025, 2024 and 2023, respectively.
These goals are accomplished through rules that restrict the type of activities we can engage in with respect to our 7 publicly-traded securities and through a disclosure regime requiring us to disclose a significant amount of information on an annual, quarterly and current basis. The description below summarizes certain elements of the regulatory framework applicable to us and the Bank.
These goals are accomplished through rules that restrict the type of activities we can engage in with respect to our publicly-traded securities and through a disclosure regime requiring us to disclose a significant amount of information on an annual, quarterly and current basis. The following discussion summarizes certain elements of the regulatory framework applicable to us and the Bank.
We seek to minimize risks relating to all commercial real estate loans by limiting the maximum loan-to-value ratio and strictly scrutinizing the financial condition of the borrower, the quality of the collateral, the management of the property securing the loan and, where applicable, the financial strength of the tenant occupying the property.
We seek to minimize risks relating to all commercial real estate loans – both non-owner occupied and owner occupied – by limiting the maximum loan-to-value ratio and strictly scrutinizing the financial condition of the borrower, the quality of the collateral, the management of the property securing the loan and, where applicable, the financial strength of the tenant occupying the property.
Under the current risk-based capital adequacy guidelines, we are required to maintain (1) a ratio of common equity Tier 1 capital (“CET1”) to total risk-weighted assets of not less than 4.5%; (2) a minimum leverage capital ratio of 4%; (3) a minimum Tier 1 risk-based capital ratio of 6%; and (4) a minimum total risk-based capital ratio of 8%.
Under the current risk-based capital adequacy guidelines, the Bank is required to maintain (1) a ratio of common equity Tier 1 capital (“CET1”) to total risk-weighted assets of not less than 4.5%; (2) a minimum leverage capital ratio of 4%; (3) a minimum Tier 1 risk-based capital ratio of 6%; and (4) a minimum total risk-based capital ratio of 8%.
Generally, cash flows from maturities and calls of our investment securities that are not used to fund loan growth or repay debt are reinvested in investment securities. We also hold investments in corporate debt and pooled trust preferred securities. At December 31, 2024, the Company’s investment securities included both available for sale and held to maturity classifications.
Generally, cash flows from maturities and calls of our investment securities that are not used to fund loan growth or repay debt are reinvested in investment securities. We also hold investments in corporate debt. At December 31, 2025, the Company’s investment securities included both available for sale and held to maturity classifications.
In addition, we actively monitor certain financial measures of the borrower, including advance rate, cash flow, collateral value and other appropriate credit factors. We use C&I loan credit scoring models for smaller-size loans. The Company’s factoring receivables are categorized as C&I loans.
In addition, we actively monitor certain financial measures of the borrower, including advance rate, cash flow, collateral value and other appropriate credit factors. We use C&I loan credit scoring models for smaller-size loans. The Company’s factoring receivables and equipment financing loans (or “lease financing loans”) are categorized as C&I loans.
Our loans are primarily generated within the market areas where our offices are located, while Republic Business Credit generates loans on a nationwide basis. — Commercial, Financial and Agricultural Loans .
Our loans are primarily generated within the market areas where our offices are located, while Republic Business Credit generates loans on a nationwide basis. — Commercial and Industrial Loans .
Under current regulations, a bank is (1) “well capitalized” if it has total risk-based capital of 10% or more, has a Tier 1 risk-based ratio of 8% or more, has a common equity Tier 1 capital ratio of 6.5%, has a Tier 1 leverage capital ratio of 5% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure, (2) “adequately capitalized” if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 6% or more, a common equity Tier 1 capital ratio of 4.5% and a Tier 1 leverage capital ratio of 4% or more (3% under certain circumstances) and does not meet the definition of “well capitalized,” (3) “undercapitalized” if it has a total risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio that is less than 6%, a common equity Tier 1 capital ratio that is less than 4.5% or a Tier 1 leverage capital ratio that is less than 4%, (4) “significantly undercapitalized” if it has a total risk-based ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 4%, a common equity Tier 1 capital ratio of less than 3% or a Tier 1 leverage capital ratio that is less than 3%, and (5) “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2%.
Under current regulations, a bank is: (1) “ well capitalized ” if it has total risk-based capital of 10% or more, has a Tier 1 risk-based ratio of 8% or more, has a common equity Tier 1 capital ratio of 6.5%, has a Tier 1 leverage capital ratio of 5% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure; (2) “ adequately capitalized ” if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 6% or more, a common equity Tier 1 capital ratio of 4.5% and a Tier 1 leverage capital ratio of 4% or more (3% under certain circumstances) and does not meet the definition of “well capitalized”; (3) “ undercapitalized ” if it has a total risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio that is less than 6%, a common equity Tier 1 capital ratio that is less than 4.5% or a Tier 1 leverage capital ratio that is less than 4%; 11 (4) “ significantly undercapitalized ” if it has a total risk-based ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 4%, a common equity Tier 1 capital ratio of less than 3% or a Tier 1 leverage capital ratio that is less than 3%; and (5) “ critically undercapitalized ” if it has a ratio of tangible equity to total assets that is equal to or less than 2%.
The BHC Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations or engaging in unsafe and unsound banking practices.
Bank holding companies are subject to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations or engaging in unsafe and unsound banking practices. Scope of Permissible Activities .
Legislation and regulatory action to implement new laws and regulations and to revise or repeal existing federal and Mississippi banking, consumer protection, securities and other applicable laws and regulations, sometimes in a substantial manner, are continually under consideration by the U.S. Congress, state legislatures and federal and state regulatory agencies.
Legislation and regulatory action to implement new laws and regulations and to revise or repeal existing federal and Mississippi banking, consumer protection, securities and other applicable laws and regulations or interpretations thereof, sometimes substantially, are continually under consideration by the U.S. Congress, state legislatures and federal and state regulatory agencies.
The risk is to evaluate accurately the total loan funds required to complete a project and to ensure proper loan-to-value ratios during the construction phase. We address the risks associated with construction lending in a number of ways.
The risk is tied to an accurate evaluation of the total loan funds required to complete a project and to ensure proper loan-to-value ratios during the construction phase. We address the risks associated with construction lending in a number of ways.
We are active in the real estate – 1-4 family mortgage area (referred to as “residential real estate loans”), with approximately 27.07% of our total loans at December 31, 2024, being residential real estate loans. In addition, in 2024, we originated for sale on the secondary market approximately $2.0 billion in residential real estate loans through our Mortgage division.
We are active in the real estate – 1-4 family mortgage area (referred to as “residential real estate loans”), with approximately 24.33% of our total loans at December 31, 2025, being residential real estate loans. In addition, in 2025, we originated for sale in the secondary market approximately $2.4 billion in residential real estate loans through our Mortgage division.
Fees generated through the deposit services we offer accounted for approximately 4.9%, 5.7% and 7.6% of our total gross revenues in 2024, 2023 and 2022, respectively. Excluding brokered deposits, the deposits held by the Bank have been primarily generated within the market areas where our branches are located.
Fees generated through the deposit services we offer accounted for approximately 4.6%, 4.9% and 5.7% of our total gross revenues in 2025, 2024 and 2023, respectively. Excluding brokered deposits (which we did not hold at December 31, 2025), the deposits held by the Bank have been primarily generated within the market areas where our branches are located.
Commercial, financial and agricultural loans (referred to as “C&I loans”), which accounted for approximately 14.64% of our total loans at December 31, 2024, are customarily granted to established local business customers in our market area on a fully collateralized basis to meet their credit needs. The terms and loan structure are dependent on the collateral and strength of the borrower.
Commercial and industrial loans (referred to as “C&I loans”), which accounted for approximately 14.79% of our total loans at December 31, 2025, are customarily granted on a fully collateralized basis to established local business customers in our market area. The terms and loan structure are dependent on the collateral and financial strength of the borrower.
As a result, we are subject to supervision, regulation and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Bank is a commercial bank chartered under the laws of the State of Mississippi; it is not a member of the Federal Reserve System.
As a result, we are subject to supervision, regulation and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Bank is a commercial bank chartered under the laws of the State of Mississippi and became a member of the Federal Reserve System, effective January 31, 2026.
No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve. We have not elected to become a financial holding company.
No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve. We elected to become a financial holding company, which election was effective in December 2025.
As described in more detail below, these services include business and personal loans, interim construction loans, specialty commercial lending, factoring and asset-based lending, treasury management services and checking and savings accounts, as well as safe deposit boxes and night depository facilities.
As described in more detail below, these services include business and personal loans, interim construction loans, specialty commercial lending, factoring and asset-based lending, treasury management services and checking and savings accounts, as well as safe deposit boxes and night depository facilities. Automated teller machines and interactive teller machines are located throughout our market area.
In addition to the risk-based capital guidelines, the Federal Reserve has adopted a minimum Tier 1 capital (leverage) ratio, under which a bank holding company must maintain a minimum level of Tier 1 capital to average total consolidated assets of at least 4%.
The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items. In addition to the risk-based capital guidelines, the Federal Reserve has adopted a minimum Tier 1 capital (leverage) ratio, under which a bank holding company must maintain a minimum level of Tier 1 capital to average total consolidated assets of at least 4%.
CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income and certain minority interests, less certain adjustments and deductions. In addition, we must maintain a “capital conservation buffer,” which is a specified amount of CET1 capital in addition to the amount necessary to meet minimum risk-based capital requirements.
CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income and certain minority interests, less certain adjustments and deductions. In addition, the Bank must maintain a “capital conservation buffer” that is 2.5% of CET1 to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements.
Under Mississippi law, a Mississippi bank may not pay dividends unless its earned surplus is in excess of three times capital stock. A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the DBCF.
A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the DBCF.
As a result of this extensive system of supervision and regulation, the growth and earnings performance of the Company and the Bank are affected not only by management decisions and general and local economic conditions, but also by the statutes, rules, regulations and policies administered by the Federal Reserve, the FDIC, the DBCF, the CFPB, the SEC and other federal and state regulatory authorities with jurisdiction over our operations.
As a result of this comprehensive system of supervision and regulation, the growth and earnings performance of the Company and the Bank are affected not only by management decisions and general and local economic conditions, but also by the statutes, rules, regulations and policies administered by the Federal Reserve, the FDIC, the DBCF, the CFPB, the SEC and other federal and state regulatory authorities with jurisdiction over our operations. 7 The bank regulatory scheme has two primary goals: to maintain a safe and sound banking system and to facilitate the conduct of sound monetary policy.
Several of the benefits include wellness benefits to encourage healthier lifestyles and promote self-care. In addition to health, dental and vision benefits, the Company provides paid parental leave for the birth, adoption or placement of a child through foster care. We also pay employees for community service work (subject to a cap on the number of paid hours).
Several of the benefits include wellness benefits to encourage healthier lifestyles and promote self-care. In addition to health, dental and vision benefits, the Company provides paid parental leave for the birth, adoption or placement of a child through foster care.
Relating to mortgage lending in particular, the CFPB issued regulations governing the ability to repay, qualified mortgages, mortgage servicing, appraisals and compensation of mortgage lenders. These regulations limit the type of mortgage products that the Bank can offer; they also affect our ability to enforce delinquent mortgage loans.
With respect to mortgage lending, the CFPB has issued regulations governing the ability to repay, qualified mortgages, mortgage servicing, appraisals and compensation of mortgage lenders. These regulations limit the type of mortgage products that the Bank can offer as well as our ability to enforce delinquent mortgage loans.
Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “unsatisfactory.” The Bank has undertaken significant actions to comply with the CRA, and it received a “satisfactory” rating by the FDIC with respect to its CRA compliance in its most recent assessment. Financial Privacy Requirements .
Under the CRA, institutions are assigned a rating of “Outstanding,” “Satisfactory,” “Needs to improve,” or “Unsatisfactory.” The Bank received an overall “Satisfactory” rating by the FDIC in its most recent CRA assessment. Financial Privacy Requirements .
The foregoing criteria are commonly referred to as the 100/300 Test. As of December 31, 2024, our ADC loans represented 65% of our total bank level capital, and our total CRE loans represented 273% of our Bank level capital. Safety and Soundness .
The foregoing criteria are commonly referred to as the 100/300 Test. As of December 31, 2025, our ADC loans represented 66% of our total bank level capital, and our total CRE loans represented 283% of our Bank level capital. Consumer Protection .
Non-owner occupied commercial real estate loans and commercial land development loans are dependent on the successful completion of the project and may be affected by adverse conditions in the real estate market or the economy as a whole.
Such loans are dependent on the successful completion of the project and may be affected by adverse conditions in the real estate market or the economy as a whole. — Real Estate – 1-4 Family Mortgage .
We believe that the Bank has been and will continue to be in compliance with each of these standards. Consumer Protection . We are subject to a broad array of federal and state laws designed to ensure that we offer our products and services in a non-discriminatory manner and to protect consumers in connection with our lending and deposit-taking activities.
We are subject to a broad array of federal and state laws designed to ensure that we offer our products and services in a non-discriminatory manner and to protect consumers in connection with our lending and deposit-taking activities.
Capital Adequacy Guidelines . The Federal Reserve has adopted risk-based capital guidelines for bank holding companies.
Capital Adequacy Guidelines . The Federal Reserve has adopted risk‑based and leverage capital requirements applicable to bank holding companies.
Under Section 38 of the Federal Deposit Insurance Act (the “FDIA”), each federal banking agency is required to implement a system of prompt corrective action for institutions that it regulates. The federal banking agencies (including the FDIC) have adopted substantially similar regulations to implement this mandate.
Prompt Corrective Action (PCA) . Each federal banking agency (including the Federal Reserve) is required to implement a system of prompt corrective action for depository institutions it regulates, and the federal banking agencies have adopted substantially similar regulations to implement this mandate.
As of December 31, 2024, we had 180 banking, lending and mortgage offices located throughout our markets in the Southeast, while our subsidiary Republic Business Credit had four stand-alone offices in California, Illinois, Louisiana and Texas.
Our Online and Mobile Banking products and our call center also provide 24-hour banking services. As of December 31, 2025, we had 277 banking, lending and mortgage offices located throughout our markets in the Southeast, while our subsidiary Republic Business Credit had four stand-alone offices in California, Illinois, Louisiana and Texas.
As of December 31, 2024, we employed more than 2,200 people throughout all of our segments on a full-time equivalent basis. At December 31, 2024, 14 employees of the Bank served as officers of the Company in addition to their positions with the Bank.
As of December 31, 2025, we employed more than 3,000 people throughout all of our segments on a full-time equivalent basis, having added approximately 1,000 employees as a result of our merger with The First. At December 31, 2025, 13 employees of the Bank served as officers of the Company in addition to their positions with the Bank.
Construction and land development loans are allocated between the commercial real estate and residential real estate categories based on the property securing the loan. With respect to construction and land development loans in particular, management monitors whether the allocation of these loans across geography and asset type heightens the general risk associated with these types of loans.
With respect to construction and land development loans in particular, management monitors whether the allocation of these loans across geography and asset type heightens the general risk associated with these types of loans.
Our goal is to structure the loan portfolio so that it is well balanced among C&I loans, owner-occupied commercial real estate loans, non-owner occupied commercial real estate loans, residential real estate loans and consumer loans and other lending categories while taking into account current market risks and lending opportunities.
Our goal is to structure the loan portfolio so that it is well balanced among C&I loans, construction and land development loans, residential real estate loans, commercial real estate - owner occupied loans, commercial real estate - non-owner occupied loans and consumer loans, and also balanced across sub-categories within these broader lending categories (such as, with respect to non-owner occupied commercial real estate loans, multi-family, retail and warehouse/industrial loans) while taking into account current market risks and lending opportunities.
Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each outstanding share of common stock of The First will be converted into the right to receive one share of common stock of the Company.
At merger, each outstanding share of common stock of The First converted into the right to receive one share of common stock of the Company.
Addressing Aggregate Lending Risks. In addition to the steps described above to mitigate the risks posed by any individual loan relationship, management has implemented a structure that proactively monitors the risk to the Company presented by the Bank’s loan portfolio as a whole.
In addition to the steps described above to mitigate the risks posed by any individual loan relationship, management has implemented a structure that proactively monitors the risk to the Company presented by the Bank’s loan portfolio as a whole. First, we purposefully manage the loan portfolio to avoid excessive concentrations in any particular loan category, industry or geographic region.
We obtain a lien against the collateral securing the loan and hold title (if applicable) until the loan is repaid in full. Transportation, manufacturing, 5 healthcare, material handling, printing and construction are the industries that typically obtain lease financing. In addition, we offer a product tailored to qualified not-for-profit customers that provides real estate financing at tax-exempt rates.
We obtain a lien against the collateral securing the loan and hold title (if applicable) until the loan is repaid in full. Transportation, manufacturing, healthcare, material handling, printing and construction are the industries that typically obtain lease financing.
An undercapitalized institution also is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. Generally, banking regulators must appoint a receiver or conservator for an institution that is critically undercapitalized.
An undercapitalized institution also is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under a capital restoration plan accepted by the applicable federal regulatory authority.
Our SEC filings are available to the public at the SEC’s website at www.sec.gov. Our Internet address is www.renasant.com, and the Bank’s Internet address is www.renasantbank.com.
Available Information We file and furnish annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. Our Internet address is www.renasant.com, and the Bank’s Internet address is www.renasantbank.com.
Operations In the first half of 2024, the Company had three reportable segments: a Community Banks segment, an Insurance segment and a Wealth Management segment. The Company no longer has an Insurance segment as a result of the sale of the Company’s insurance agency business in July 2024. We do not have any foreign operations.
The Company no longer has an Insurance segment as a result of the sale of the Company’s insurance agency businesses in July 2024 and December 2025 as discussed above. We do not have any foreign operations.
As a Mississippi non-member bank, the Bank is subject to supervision, regulation and examination by the Mississippi Department of Banking and Consumer Finance (the “DBCF”), as the chartering entity of the Bank, and by the FDIC, as the insurer of the Bank’s deposits.
As a state member bank, the Bank is subject to supervision, regulation and examination by the Mississippi Department of Banking and Consumer Finance (the “DBCF”), as its chartering authority, and by the Federal Reserve, as its primary federal banking regulator.
Currently-permitted activities include, among others, operating a mortgage, finance, credit card or factoring company; providing certain data processing, storage and transmission services; acting as an investment or financial advisor; acting as an insurance agent for certain types of credit-related insurance; leasing personal or real property on a non-operating basis; and providing certain stock brokerage services.
The principal exception to this prohibition is that we may engage, directly or indirectly (including through the ownership of shares of another company), in “banking” and activities found by the Federal Reserve to be “closely related to banking.” Activities currently permitted by the Federal Reserve include, among others, operating a mortgage, finance, credit card or factoring company; providing certain data processing, storage and transmission services; acting as an investment or financial advisor; acting as an insurance agent for certain types of credit-related insurance; leasing personal or real property on a non-operating basis; and providing certain stock brokerage services.
We also have an employee assistance program, which is a Bank-paid benefit available to all employees and immediate family members for mental health, behavioral, stress management, and other personal care needs. Available Information We file and furnish annual, quarterly and current reports, proxy statements and other information with the SEC.
We also pay employees for community service work (subject to a cap on the number of paid hours) and have an employee assistance program, which is a Bank-paid benefit available to all employees and immediate family members for mental health, behavioral, stress management, and other personal care needs.
Wealth Management operations are headquartered in Tupelo, Mississippi, and Birmingham, Alabama, but our products and services are available to customers in all of our markets through our community banks.
Wealth Management operations are headquartered in Tupelo, Mississippi, and Birmingham, Alabama, but our products and services are available to customers in all of our markets through our community banks. Operations of Insurance Prior to the sale of Renasant Insurance, Inc.’s businesses in July 2024 Renasant Insurance, Inc. offered all lines of commercial and personal insurance through major carriers.
Under these guidelines, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.
The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.
Section 38 of the FDIA and related regulations also specify circumstances under which the FDIC may reclassify a well-capitalized bank as adequately capitalized and may require an adequately capitalized bank or an undercapitalized bank to comply with supervisory actions as if it were in the next lower category (except that the FDIC may not reclassify a significantly undercapitalized bank as critically undercapitalized). 11 The provisions discussed above, as well as any other aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, may impact the profitability of our business activities and may change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs.
The provisions discussed above, as well as any other aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, may impact the profitability of our business activities and may change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs.
The Federal Reserve and the other federal banking regulators as well as the SEC each adopted a rule, commonly referred to as the “Volcker Rule,” implementing Section 619 of the Dodd-Frank Act.
The Bank has established policies and procedures to ensure compliance with federal anti-money laundering laws and regulations. The Volcker Rule . Federal banking regulators, including the Federal Reserve, and the SEC each adopted a rule, commonly referred to as the “Volcker Rule,” implementing Section 619 of the Dodd-Frank Act.
In addition, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency rules for calculating risk-weighted assets have been set to enhance risk sensitivity and to incorporate certain international capital standards of the Basel Committee on Banking Supervision.
In addition, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency rules for calculating risk-weighted assets have been set to enhance risk sensitivity by incorporating the Basel III standards, which affect the calculation of the denominator of a banking organization’s risk-based capital ratios to reflect the higher-risk nature of certain types of loans.
Renasant Bank, in turn, owns and operates Park Place Capital Corporation, a Tennessee corporation with operations across our footprint, and Continental Republic Capital, LLC (doing business as “Republic Business Credit”), a Louisiana limited liability company with nationwide operations.
Renasant Bank, in turn, owns and operates Continental Republic Capital, LLC (doing business as “Republic Business Credit”), a Louisiana limited liability company offering factoring and asset-based lending on a nationwide basis, while Park Place Capital Corporation, in turn, owns and operates Park Place Capital Securities Corporation, a Delaware corporation and registered broker-dealer.
Federal anti-money laundering rules impose various requirements on financial institutions intended to prevent the use of the U.S. financial system to fund terrorist activities or other criminal activity. These provisions include a requirement that financial institutions operating in the United States have anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering.
Federal anti-money laundering rules impose various requirements on financial institutions intended to prevent the use of the U.S. financial system to fund terrorist activities or other criminal activity.
In addition to owner-occupied commercial real estate loans, we offer loans in which the owner develops a property where the source of repayment of the loan will come from the sale or lease of the developed property, for example, retail shopping centers, hotels and storage facilities. These loans are referred to as “non-owner occupied” commercial real estate loans.
This portfolio consists of loans in which the owner develops a property where the source of repayment of the loan will come from the sale or lease of the developed property, such as multi-family properties, retail shopping centers, hotels and storage facilities.
Our fees for managing these accounts are based on changes in market values of the assets under management in the account, with the amount of the fee depending on services we provide and the type of account.
Our fees for managing these accounts are based on changes in market values of the assets under management in the account, with the amount of the fee depending on services we provide and the type of account. 6 The Financial Services division, which operates through Park Place Capital (although the Bank’s trust department maintains some legacy financial service operations), offers specialized products and services to our customers.
Park Place Capital also provides administrative and compliance services for certain mutual funds. 6 For 2024, the Wealth Management segment generated total revenue of $25.9 million, or 2.4% of the Company’s total gross revenues.
These products and services include fixed and variable annuities, mutual funds and stocks, some of which are offered through a third party provider. Park Place Capital also provides administrative and compliance services for certain mutual funds. For 2025, the Wealth Management segment generated total revenue of $35.5 million, or 2.4% of the Company’s total gross revenues.
A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve. In addition, a bank holding company is required to serve as a source of financial strength to its subsidiary bank(s).
A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve.
Such compliance programs supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations. The Bank has established policies and procedures to ensure compliance with federal anti-money laundering laws and regulations. 13 The Volcker Rule .
These provisions include a requirement that financial institutions operating in the United States have anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money 13 laundering. Such compliance programs supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations.
Supervision and Regulation of Renasant Corporation General . As a bank holding company registered under the BHC Act, we are subject to the regulation and supervision applicable to bank holding companies by the Federal Reserve.
Supervision and Regulation of Renasant Corporation General . As a bank holding company registered under the BHC Act, we are subject to regulation, supervision and examination by the Federal Reserve. The Federal Reserve’s authority also extends to any company that we directly or indirectly control, including the Bank, Park Place Capital and any other non-bank subsidiaries.
For a detailed discussion of the Company’s capital ratios, see Note 20, “Regulatory Matters,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
Failure to meet applicable capital requirements at the holding company level may result in supervisory limitations on dividends, stock repurchases, acquisitions or other corporate actions. For a detailed discussion of the Company’s capital ratios, see Note 21, “Regulatory Matters,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.
Biggest changeEnvironmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.
Changes in monetary policy by the Federal Reserve, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes could also affect (1) our ability to originate loans and generate deposits or access other sources of liquidity, which could reduce the amount of fee income generated, and (2) the fair value of our financial assets and liabilities.
Changes in monetary policy by the Federal Reserve, including changes in interest rates, influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes may also affect (1) our ability to originate loans and generate deposits or access other sources of liquidity, which could reduce the amount of fee income generated, and (2) the fair value of our financial assets and liabilities.
There may be significant changes in the allowance and provision for credit losses in future periods as the estimates used by management, and assumptions underlying such estimates, are supplemented and adjusted in light of then-prevailing factors and forecasts. Any deterioration of current and future economic conditions could cause us to experience higher than normal delinquencies and credit losses.
There may be significant changes in the allowance and provision for credit losses in future periods as the estimates used by management, and assumptions underlying such estimates, are supplemented and adjusted in light of then-prevailing factors and forecasts. 15 Any deterioration of current and future economic conditions could cause us to experience higher than normal delinquencies and credit losses.
Among other impacts, new or revised laws and regulations could limit the types of financial services and products we may offer or fees we may charge, require extensive new disclosures in our public filings, increase the ability of non-banks to offer competing financial services and products and/or otherwise result in continuing uncertainty regarding legal and regulatory compliance matters.
Among other impacts, new or revised laws and regulations could limit the types of 18 financial services and products we may offer or fees we may charge, require extensive new disclosures in our public filings, increase the ability of non-banks to offer competing financial services and products and/or otherwise result in continuing uncertainty regarding legal and regulatory compliance matters.
The data breach experienced by these vendors involved the names, account numbers, Social Security numbers and other nonpublic personal information of a relatively small number of our customers. For each incident, the Company caused notices of the data breach to be delivered to impacted clients and notified federal and state regulatory authorities about the incident.
The data breaches experienced by these vendors involved the names, account numbers, Social Security numbers and other nonpublic personal information of a relatively small number of our customers. For each incident, the Company caused notices of the data breach to be delivered to impacted clients and notified federal and state regulatory authorities about the incident.
The information under Note 19, “Restrictions on Cash, Securities, Bank Dividends, Loans or Advances,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and 24 Supplementary Data, in this report provides a detailed discussion about the restrictions governing the Bank’s ability to transfer funds to us.
The information under Note 19, “Restrictions on Cash, Securities, Bank Dividends, Loans or Advances,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report provides a detailed discussion about the restrictions governing the Bank’s ability to transfer funds to us.
Any of the foregoing may, in turn, necessitate that we hire additional employees, acquire or develop new software, implement new processes and procedures and otherwise incur 18 substantial additional costs as part of our efforts to comply with our legal and regulatory obligations.
Any of the foregoing may, in turn, necessitate that we hire additional employees, acquire or develop new software, implement new processes and procedures and otherwise incur substantial additional costs as part of our efforts to comply with our legal and regulatory obligations.
Failure to realize the expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits from an acquisition could have a material adverse effect on our financial condition and results of operations.
Failure to realize the 25 expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits from an acquisition could have a material adverse effect on our financial condition and results of operations.
Information security threats include computer hacking involving the introduction of computer viruses or malicious code known as “malware” into the Company’s systems, cyber-attacks, identity theft, electronic fraudulent activity and attempted theft of financial assets.
Information security threats include computer hacking involving the introduction of computer viruses or malicious code known as “malware” into the Company’s systems, cyber-attacks, identity theft, electronic fraudulent activity and attempted theft of 21 financial assets.
Integration of an acquired business can be complex and costly, and we may encounter a number of difficulties, such as: • deposit attrition, customer loss and revenue loss; • the loss of key employees; • the disruption of our operations and business; • our inability to maintain and increase competitive presence; • possible inconsistencies in standards, control procedures and policies; 23 • unexpected problems with costs, operations, personnel, technology and credit; and/or • general market and economic conditions or governmental actions affecting the financial industry.
Integration of an acquired business can be complex and costly, and we may encounter a number of difficulties, such as: • deposit attrition, customer loss and revenue loss; 24 • the loss of key employees; • the disruption of our operations and business; • our inability to maintain and increase competitive presence; • possible inconsistencies in standards, control procedures and policies; • unexpected problems with costs, operations, personnel, technology and credit; and/or • general market and economic conditions or governmental actions affecting the financial industry.
Also, risk occurs when assets and liabilities have similar repricing frequencies but are tied to different market interest rate indices that may not move in tandem. — Short-term and long-term market interest rates change by different amounts, i.e., the shape of the yield curve may affect new loan yields and funding costs differently. — The remaining maturity of various assets and liabilities shorten or lengthen as interest rates change.
Also, risk occurs when assets and liabilities have similar repricing frequencies but are tied to different market interest rate indices that may not move in tandem. — Short-term and long-term market interest rates change by different amounts, and the shape of the yield curve may affect new loan yields and funding costs differently. — The remaining maturity of various assets and liabilities shorten or lengthen as interest rates change.
Such competitors primarily include national, regional and community banks within the various markets in which we operate. We also face competition from many other types of financial institutions (including savings and loans and credit unions), finance companies, brokerage firms, insurance companies, factoring companies, fintech companies and other financial intermediaries.
Such competitors primarily include national, regional and community banks within the various markets in which we operate. We also face competition from other types of financial institutions (including savings and loans and credit unions), finance companies, brokerage firms, insurance companies, factoring 17 companies, fintech companies and other financial intermediaries.
For example, beginning in May 2023, the Company began receiving notices from a number of its vendors regarding the data breach related to the MOVEit Transfer software suffered by the vendor or a vendor to such vendor (the Company itself did not use the software).
For example, beginning in May 2023, the Company began receiving notices from a number of its vendors regarding data breaches related to the MOVEit Transfer software suffered by the vendor or a vendor to such vendor (the Company itself did not use the software).
In addition to cybersecurity risk (discussed below), emerging technologies, including rapid developments in the capabilities and applications of artificial intelligence, have made it easier for illicit actors to obtain and use customer personal information, mimic communications to or from customers, mimic signatures, and create false, or “synthetic,” instructions, documents and media that appear genuine.
In addition to cybersecurity risk (discussed below), emerging technologies, including rapid developments in the capabilities and applications of AI, have made it easier for illicit actors to obtain and use customer personal information, mimic communications to or from customers, mimic signatures, and create false, or “synthetic,” instructions, documents and media that appear genuine.
Although the 100/300 Test is not a limit on our lending activity, if any future results of a 100/300 Test evaluation show us to have a potential CRE concentration risk, we may elect, or be required by our regulators, to adopt additional risk management practices or other limits on our activities, which could have a material adverse effect on our financial condition and results of operations. 20 We rely extensively on a number of vendors.
Although the 100/300 Test is not a limit on our lending activity, if any future results of a 100/300 Test evaluation show us to have a potential CRE concentration risk, we 20 may elect, or be required by our regulators, to adopt additional risk management practices or other limits on our activities, which could have a material adverse effect on our financial condition and results of operations.
The success of our acquisitions, including our proposed merger with The First, depends on, among other things, our ability to realize anticipated cost savings and integrate the acquired assets and operations in a manner that permits growth opportunities and does not materially disrupt our existing customer relationships or result in decreased revenues resulting from any loss of customers.
The success of our acquisitions, including our acquisition of The First, depends on, among other things, our ability to realize anticipated cost savings and integrate the acquired assets and operations in a manner that permits growth opportunities and does not materially disrupt our existing customer relationships or result in decreased revenues resulting from any loss of customers.
As a publicly-traded bank holding company and a state nonmember bank with assets in excess of $10 billion, we and the Bank, respectively, are subject to extensive federal and state regulation and supervision, and we are committed to maintaining high standards of legal and regulatory compliance.
As a publicly-traded bank holding company and a state member bank with assets in excess of $10 billion, we and the Bank are subject to extensive federal and state regulation and supervision, and we are committed to maintaining high standards of legal and regulatory compliance.
These threats, which are designed to obtain unauthorized access to confidential information belonging to the Company or its customers, manipulate or destroy data or systems, disrupt service on the Company’s systems, or steal money through the use of “ransomware” or unauthorized funds transfers, are increasing in frequency and sophistication and are often 21 facilitated by artificial intelligence tools.
These threats, which are designed to obtain unauthorized access to confidential information belonging to the Company or its customers, manipulate or destroy data or systems, disrupt service on the Company’s systems, or steal money through the use of “ransomware” or unauthorized funds transfers, are increasing in frequency and sophistication and are often facilitated by AI tools.
Although we try to maintain diversification within our loan portfolio to minimize the effect of economic conditions within a particular industry, management also maintains an allowance for credit losses, which is a reserve established through a provision for credit losses on loans charged to expense, to absorb credit losses inherent in the entire loan portfolio.
Although we try to avoid concentrations within our loan portfolio to minimize the effect of economic conditions within a particular industry, management also maintains an allowance for credit losses, which is a reserve established through a provision for credit losses on loans charged to expense, to absorb credit losses inherent in the entire loan portfolio.
The Company has experienced security breaches and cyber-attacks in the past, although to date none of these attacks has materially impacted the Company.
The Company has experienced security incidents and cyber-attacks in the past, although to date none of these attacks has materially impacted the Company.
We rely on numerous vendors and other third party service providers (which we refer to collectively as “vendors”) to assist us in providing our lending, deposit and other financial services as well as the back-office functions that support our day-to-day operations.
We rely extensively on a number of vendors. We rely on numerous vendors and other third party service providers (which we refer to collectively as “vendors”) to assist us in providing our lending, deposit and other financial services as well as the back-office functions that support our day-to-day operations.
Weak economic conditions are characterized by deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and C&I loans, residential and commercial real estate price declines and lower home sales and commercial activity.
Weak economic conditions can be characterized by, among other things, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and C&I loans, residential and commercial real estate price declines and lower home sales and commercial activity.
Credit quality monitoring procedures and indicators can include an assessment of problem loans, the types of loans, historical loss experience, new lending products, emerging credit trends, changes in the size and character of loan categories and other factors, including the Company’s risk rating system, regulatory guidance and economic conditions, such as the unemployment rate and GDP growth, as well as trends in the market values of underlying collateral securing loans, all as determined based on input from management, loan review staff and other sources.
Credit quality monitoring procedures and indicators can include an assessment of problem loans, the types of loans, historical loss experience, new lending products, emerging credit trends, changes in the size and character of loan categories and other factors, including the Company’s risk rating system, regulatory guidance and economic conditions, such as the unemployment rate and GDP growth, as well as trends in the market values of underlying collateral securing loans.
At December 31, 2024, approximately 83.96% of our loan portfolio had real estate as a primary or secondary component of the collateral securing the loan. The real estate provides an alternate source of repayment in the event of a default by the borrower.
At December 31, 2025, approximately 84.64% of our loan portfolio had real estate as a primary or secondary component of the collateral securing the loan. The real estate provides an alternate source of repayment in the event of a default by the borrower.
In connection with the merger with The First, we will assume all of The First’s liabilities by operation of law.
In connection with the merger with The First, we assumed all of The First’s liabilities by operation of law.
As described in the next paragraph, however, we have experienced security breaches and cyber-attacks, none of which have materially impacted the Company.
As described in the next paragraph, however, we have experienced security incidents and cyber-attacks, although none have materially impacted the Company.
Increases in interest rates on loans and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. As of December 31, 2024, approximately 71.52% of our loan portfolio consisted of C&I, construction and commercial real estate loans.
Increases in interest rates on loans and/or weakening economic conditions could adversely impact not only the ability of borrowers to repay outstanding loans but also the value of any collateral securing these loans. As of December 31, 2025, approximately 75.10% of our loan portfolio consisted of C&I, construction and commercial real estate loans.
However, all risk management frameworks are inherently limited, for a number of reasons. First, we may not have identified all material risks affecting our operations. Next, our current procedures may not anticipate future development of currently unanticipated or unknown risks.
We have implemented processes and procedures designed to identify, measure, monitor and mitigate these risks. However, all risk management frameworks are inherently limited, for a number of reasons. First, we may not have identified all material risks affecting our operations. Next, our current procedures may not anticipate future development of currently unanticipated or unknown risks.
Many of these competitors have fewer regulatory constraints and may have lower cost structures than the Company. 17 Our ability to compete successfully depends on a number of factors, including, among other things: • the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe and sound assets; • the ability to expand our market position; • the scope, relevance and pricing of products and services offered to meet customer needs and demands; • consolidation in the banking industry; • the impact of legislative, regulatory and technological changes; • the rate at which we introduce new products and services relative to our competitors; • customer satisfaction with our level of service; and • industry and general economic trends.
Our ability to compete successfully depends on a number of factors, including, among other things: • the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe and sound assets; • the ability to expand our market position; • the scope, relevance and pricing of products and services offered to meet customer needs and demands; • consolidation in the banking industry; • the impact of legislative, regulatory and technological changes and our ability to timely leverage the benefits or mitigate the risks resulting from such changes; • the rate at which we introduce new products and services relative to our competitors; • customer satisfaction with our level of service; and • industry and general economic trends.
We cannot assure investors that our acquisitions will have positive results, including results relating to: correctly assessing the asset quality of the assets acquired; the total cost of integration, including management attention and resources; the time required to complete the integration successfully; the amount of longer-term cost savings; being able to profitably deploy funds acquired in the transaction; retaining the existing client relationships; or the overall performance of the combined business.
We cannot assure investors that our acquisitions will have positive results, including results relating to: correctly assessing the asset quality of the assets acquired; the total cost of integration (“integration” encompassing not just systems conversion but also the combination of the customers, employees, processes and procedures of the acquired entity into our own), including management attention and resources; the time required to complete the integration successfully; the amount of longer-term cost savings; being able to profitably deploy funds acquired in the transaction; retaining the existing client relationships; or the overall performance of the combined business.
We have grown our business through the acquisition of entire financial institutions and non-bank commercial finance 22 companies and through de novo branching. We intend to continue pursuing this growth strategy for the foreseeable future, including our proposed merger with The First.
We have grown our business through the acquisition of entire financial institutions (most recently, our acquisition of The First on April 1, 2025) and non-bank commercial finance companies and through de novo branching. We intend to continue pursuing this growth strategy for the foreseeable future.
Disintermediation could also result in material adverse effects on our financial condition and results of operations. 16 A discussion of our policies and procedures used to identify, assess and manage certain interest rate risk is set forth under the heading “Risk Management – Interest Rate Risk” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this report.
A discussion of our policies and procedures used to identify, assess and manage certain interest rate risk is set forth under the heading “Risk Management – Interest Rate Risk” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this report. Inflation can have an impact on our business and our customers.
Any of these actions could adversely affect our financial condition and results of operations in the future. In addition, the attention and effort devoted to the integration of an acquired business may divert management’s attention from other important issues and could harm our business. We may face risks with respect to future acquisitions.
Any of these actions could adversely affect our financial condition and results of operations in the future. In addition, the attention and effort devoted to the integration of an acquired business may divert management’s attention from other important issues and could harm our business. The First may have liabilities that are not known to us.
The interest rate increases in 2022 and 2023 were followed by significant outflows of funds from financial institutions (including the Company) into mutual funds and other investment vehicles, increasing the competition for, and cost of, deposits.
The interest rate increases in 2022 and 2023 were followed by significant outflows of 16 funds from financial institutions (including the Company) into mutual funds and other investment vehicles, increasing the competition for, and cost of, deposits. Disintermediation could also result in material adverse effects on our financial condition and results of operations.
This evaluation is complex and inherently subjective, as it requires estimates by management that are inherently uncertain and therefore susceptible to significant revision as more information becomes available.
This assessment is based on input from management, loan review staff, credit administration and other sources. This evaluation is complex and inherently subjective, as it requires estimates by management that are inherently uncertain and therefore susceptible to significant revision as more information becomes available.
In addition, if charge-offs in future periods exceed the allowance for credit losses, we will incur additional provision expense to increase the allowance for credit losses. Any increase in our provision for credit losses will result in a decrease in net income and, possibly, capital and may have a material adverse effect on our financial condition and results of operations.
Any increase in our provision for credit losses will result in a decrease in net income and, possibly, capital and may have a material adverse effect on our financial condition and results of operations.
We have supported a portion of our growth through the issuance of trust preferred securities from special purpose trusts and accompanying junior subordinated debentures. Also, in connection with our acquisitions of other financial institutions, we have assumed junior subordinated debentures. Payments of the principal and interest on the trust preferred securities of these trusts are conditionally guaranteed by us.
Holders of our junior subordinated debentures have rights that are senior to those of our common shareholders. We have supported a portion of our growth through the issuance of trust preferred securities from special purpose trusts and accompanying junior subordinated debentures. Also, in connection with our acquisitions of other financial institutions, we have assumed junior subordinated debentures.
Because of the uncertainty and subjectivity surrounding management’s judgments and the estimates pertaining to these matters, the Company cannot guarantee that it will not be required to adjust accounting policies or restate prior period financial statements. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.
Because of the uncertainty and subjectivity surrounding management’s judgments and the estimates pertaining to these matters, the Company cannot guarantee that it will not be required to adjust accounting policies or restate prior period financial statements.
As a result, we may be required to make further increases in our provision for credit losses and to charge off additional loans in the future, which could materially adversely affect our financial condition and results of operations. 15 In addition, bank regulatory agencies periodically review the allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs or downgrades, based on judgments different than those of management.
As a result, we may be required to make further increases in our provision for credit losses and to charge off additional loans in the future, which could materially adversely affect our financial condition and results of operations.
Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. The merger with The First may be completed on different terms from those contained in the merger agreement.
Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. We may face risks with respect to future acquisitions.
We are subject to environmental liability risk associated with lending activities. A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be 19 found on these properties.
During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage.
We are subject to numerous risks, including lending risk, interest rate risk, liquidity risk, market risk, information security risk and model risk, among other risks encountered in the ordinary course of our operations. We have implemented processes and procedures designed to identify, measure, monitor and mitigate these risks.
Our risk management framework may not be effective in mitigating risk and loss to us. We are subject to numerous risks, including lending risk, interest rate risk, liquidity risk, market risk, operational risk, information security risk and model risk, among other risks encountered in the ordinary course of our operations.
Further, the junior subordinated debentures we issued to the trusts are senior to our shares of common stock.
Payments of the principal and interest on the trust preferred securities of these trusts are conditionally guaranteed by us. Further, the junior subordinated debentures we issued to the trusts are senior to our shares of common stock.
Although management has policies and procedures to perform an environmental review before the loan is recorded and before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards.
In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before a loan is originated and before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards.
While this elevated level of inflation persists, the value of our investment securities, particularly those with longer maturities, decreases, although this effect can be less pronounced for floating rate instruments. Additionally, inflation increases the cost of goods and services we use in our daily operations which increases our noninterest expense.
Although the rate of inflation has declined in the ensuing years, it remains elevated above the Federal Reserve’s goal of inflation averaging 2% over time. While this elevated level of inflation persists, the value of our investment securities, particularly those with longer maturities, decreases, although this effect can be less pronounced for floating rate instruments.
Inflation can have an impact on our business and our customers. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money.
Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As noted above, over the course of 2022 and 2023 the Federal Reserve raised interest rates in an effort to fight inflationary conditions.
Accordingly, we could suffer losses as a result of our failure to properly anticipate and manage these risks. Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.
Accordingly, we could suffer losses as a result of our failure to properly anticipate and manage these risks. We recently identified a material weakness in our internal control over financial reporting, which could impact the Company’s ability to report its results of operations and financial condition accurately and in a timely manner.
Removed
As noted above, over the course of 2022 and 2023 the Federal Reserve raised interest rates in an effort to fight inflationary conditions. Although the rate of inflation declined in 2024, it remains elevated above the Federal Reserve’s goal of inflation averaging 2% over time.
Added
In addition, our federal and state banking regulators periodically review the allowance for credit losses and may require an increase in the provision for credit losses, downgrades of loan ratings or even the recognition of further loan charge-offs, based on judgments different than those of management.
Removed
If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.
Added
In addition, if charge-offs in future periods exceed the provision for credit losses for such period, we may incur additional provision expense to maintain the allowance for credit losses at its current levels or to increase the allowance for credit losses above its current levels, if management determines that credit trends warrant greater reserves.
Removed
Future security breaches could result in serious and harmful consequences for the Company or its clients and customers. Our risk management framework may not be effective in mitigating risk and loss to us.
Added
Additionally, inflation increases the cost of goods and services we use in our daily operations which increases our noninterest expense.
Removed
The trading volume in our common stock is less than that of other bank holding companies. Although our common stock is listed for trading on the New York Stock Exchange, the average daily trading volume in our common stock is generally less than that of many of our competitors and other bank holding companies that are publicly-traded companies.
Added
Many of these competitors have fewer regulatory constraints and may have lower cost structures than the Company.
Removed
For the 60 days ended February 18, 2025, the average daily trading volume for Renasant common stock was 533,278 shares per day. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time.
Added
Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations. 19 We are subject to environmental liability risk associated with lending activities. A significant portion of our loan portfolio is secured by real property.
Removed
This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Significant sales of our common stock, or the expectation of these sales, could cause volatility in the price of our common stock. Holders of our junior subordinated debentures have rights that are senior to those of our common shareholders.
Added
Future security breaches could result in serious and harmful consequences for the Company or its clients and customers. The Company’s development and use of artificial intelligence, including generative and agentic artificial intelligence and machine learning, presents risks and challenges that may materially and adversely impact the Company’s business. The banking industry is subject to rapid and significant technological change.
Removed
As of February 18, 2025, there were 150,000,000 shares of our common stock authorized, of which 63,657,444 shares were outstanding, and we anticipate issuing approximately 31.8 million shares in connection with the completion of our merger with The First. 25 Risks Relating to the Merger with The First Failure to complete our merger with The First could negatively affect our share price, future business and financial results.
Added
To effectively compete in this environment, the Company and its vendors, clients and counterparties have begun to incorporate AI technologies into certain business processes, services, and products.
Removed
Although we anticipate closing the merger with The First in the first half of 2025, we cannot guarantee when, or whether, the merger will be completed. The completion of the merger is subject to a number of customary conditions which must be fulfilled in order to complete the merger.
Added
There are significant risks involved in deploying AI technologies, and no assurance can be provided that our use of AI will produce the intended results, or that the use of AI by our vendors will improve the quality of the products or services they deliver.
Removed
If the merger with The First is not completed for any reason, our ongoing business and financial results may be adversely affected and we will be subject to several risks, including: • having to pay significant transaction costs without realizing any of the anticipated benefits of completing the merger; • failing to pursue other beneficial opportunities due to the focus of our management on the merger, without realizing any of the anticipated benefits of completing the merger; • declines in our share price to the extent that the current market prices reflect an assumption by the market that the merger will be completed; and • becoming subject to litigation related to any failure to complete the merger.
Added
Additionally, because the Company relies on AI models developed by third parties, we are dependent in part on the manner in which those third parties develop and train their models.
Removed
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on the combined company following the consummation of the merger with The First.
Added
Risk can result from poorly designed models or the use of faulty data, inadequate model testing or validation, narrow or limited human oversight, inadequate planning or due diligence, inappropriate or controversial data practices by developers or end-users, and other factors adversely affecting public opinion of AI and the acceptance of AI solutions.
Removed
Before the merger with The First may be completed, various approvals, consents and/or non-objections must be obtained from bank regulatory authorities, including the Federal Reserve, FDIC, and the DBCF. Additionally, the U.S. Department of Justice has between 15 and 30 days following approval of the merger by the Federal Reserve and FDIC, respectively, to challenge the approval on antitrust grounds.
Added
Furthermore, given the rapid pace of adoption of AI tools by vendors and service providers, we may not be aware of the use of AI solutions prior to such tools being introduced into our business 22 environment.
Removed
In determining whether to grant their approvals, the regulatory agencies consider a variety of factors, including the regulatory standing of each party.
Added
Any of these risks could expose the Company to liability or material and adverse legal or regulatory consequences and harm the Company’s reputation and the public perception of our business or the effectiveness of our security measures.
Removed
These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally.
Added
The inherent shortcomings of current AI technologies can lead to concerns around safety and soundness, fair access to financial services, fair treatment of consumers and compliance with applicable laws and regulations.
Removed
The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the merger.
Added
AI models, particularly generative AI models, sometimes produce outputs or take action that is incorrect, reflects biases included in the data sets on which they are trained, results in the release of private, confidential, or proprietary information, infringes on the intellectual property rights of others, or is otherwise harmful.
Removed
There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe.
Added
In addition, the novelty and complexity of many AI models makes it difficult to understand why they generate particular outputs.
Removed
In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The completion of the merger is conditioned on the receipt of the requisite regulatory approvals without the imposition of any materially financially burdensome regulatory condition and the expiration of all statutory waiting periods.
Added
This limited transparency creates challenges when assessing the proper operation of AI models, understanding and monitoring the capabilities of AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or an explanation of the basis on which decisions are made.
Removed
Additionally, the completion of the merger is conditioned on the absence of certain laws, orders, injunctions or decrees issued by any court or governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of the merger or any of the other transactions contemplated by the agreement governing the merger with The First.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTraining includes efforts to maintain security awareness among employees at all times by means of company-wide communications of cybersecurity risks or incidents affecting third parties, internal testing and similar efforts. 28 The information security program applies to all of the Company’s business lines and employees as well as to vendors and other third parties with access to the Company’s information systems or its confidential and proprietary information.
Biggest changeTraining includes efforts to maintain security awareness among employees at all times by means of required company-wide communications of cybersecurity risks or incidents affecting third parties, internal testing and similar efforts.
In addition, annually the Company’s incident 30 response team engages in a cyber attack tabletop exercise designed by the Financial Services Information Sharing and Analysis Center that helps to train the incident response team in overcoming a simulated attack against Renasant’s payment systems and processes. Governance and Oversight Management Role .
In addition, annually the Company’s incident response team engages in a cyber attack tabletop exercise designed by the Financial Services Information Sharing and Analysis Center that helps to train the incident response team in overcoming a simulated attack against Renasant’s payment systems and processes. Governance and Oversight Management Role .
The efforts of our information security team to address cybersecurity risk are reviewed by the Company’s Risk Department, which oversees our enterprise risk management program. The department focuses on the quality of the Company’s risk management process in order to manage risks within acceptable tolerance levels.
The efforts of our information security team to address cybersecurity risk are reviewed by the Company’s Risk Department, which oversees our enterprise risk management program. The department focuses on the quality of the Company’s risk 29 management process in order to manage risks within acceptable tolerance levels.
As noted above, the Company’s information security program applies to our vendors and other third parties (referred to collectively as “vendors”) with access to our information systems and networks and/or confidential and proprietary information.
As noted above, the Company’s information security program applies to our vendors and other third parties (referred to collectively as “vendors”) with access to our information systems and networks and/ 28 or confidential and proprietary information.
The Company also conducts routine internally-focused exercises to help raise employee awareness of the risks associated with cybersecurity. For example, over the course of 2024, employees received at least one email per quarter designed to test employees’ ability to identify and avoid potential “phishing” emails, and those employees that fail this phishing test are assigned additional training.
The Company also conducts routine internally-focused exercises to help raise employee awareness of the risks associated with cybersecurity. For example, over the course of 2025, employees received at least one email per quarter designed to test employees’ ability to identify and avoid potential “phishing” emails, and those employees that fail this phishing test are assigned additional training.
The laws and regulations that these regulators administer impose very high expectations on the Company 29 with respect to its information security policies, procedures, processes and controls.
The laws and regulations that these regulators administer impose very high expectations on the Company with respect to its information security policies, procedures, processes and controls.
Finally, all remote access into the Company’s networks must be approved by the Chief Information Security Officer (which we refer to as the “CISO”). • Vulnerability and patch management: The Company’s vulnerability management program includes internal and external scanning using third-party tools and services. Software patches are deployed based on criticality of vulnerability.
Finally, all remote access into the Company’s networks must be approved by the Chief Information Security Officer (whom we refer to as the “CISO”). • Vulnerability and patch management: The Company’s vulnerability management program includes internal and external scanning using third-party tools and services. Software patches are deployed based on criticality of vulnerability.
If the information security team is not satisfied that the vendor’s information security infrastructure is adequate to reasonably protect the Company’s systems and confidential and proprietary information from unauthorized access, and there are no suitable solution to address the information security team’s concerns, then we will not engage such vendor.
If the information security team is not satisfied that the vendor’s information security infrastructure is adequate to reasonably protect the Company’s systems and confidential and proprietary information from unauthorized access, and there are no suitable solutions to address the information security team’s concerns, then we will not engage such vendor.
In addition to this report, the CISO’s report to the 31 Technology Committee described above is included the materials for ERM Committee meetings.
In addition to this report, the CISO’s report to the Technology Committee described above is included in the materials for ERM Committee meetings.
In addition to meeting quarterly, the incident response team (or a subset of the team) gathers whenever there is a threatened or actual breach of the Company’s information security (whether involving an external actor or an internal party) to determine the nature and extent of the threatened or actual breach and, if appropriate, the steps to take in response thereto to protect the Company’s information security and mitigate any harm that has already occurred.
In addition to meeting quarterly, the incident response team (or a subset of the team) gathers whenever there is a potential or actual breach of the Company’s information security (whether involving an external actor or an internal party) to determine the nature and extent of the situation and, if appropriate, the steps to take in response thereto to protect the Company’s information security and mitigate any harm that has already occurred.
We review the vendor’s information security policy (to the extent the third party is willing to provide a copy of such policy), information security audits, service organization reports and similar information as well as examination reports of the vendor if available from the banking regulators or other governmental entities; the team will also investigate the background, reputation and history of prior cybersecurity incidents of such vendor or other third party.
We review the vendor’s information security policy (to the extent the third party is willing to provide a copy of such policy), information security audits, service organization reports and similar information as well as examination reports of the vendor if available from the banking regulators or other governmental entities; the team also investigates the background, reputation and history of prior cybersecurity incidents of such vendor or other third party.
Further, we track our performance in implementing patches, and if implementation timing falls below performance expectations, management will take steps to identify and remediate the root causes of implementation delays. • Risk assessments: At least annually, management conducts risk assessments to assess the existence, severity and trends of cybersecurity risks and other risks that the Company’s information security program faces.
Further, we track our performance in implementing patches, and if implementation timing falls below performance expectations, management takes steps to identify and remediate the root causes of implementation delays. • Risk assessments: At least annually, management conducts risk assessments to assess the existence, severity and trends of cybersecurity risks and other risks that the Company’s information security program faces.
We believe that this committee helps management better focus its efforts to minimize cybersecurity risk and that it assists in more focused reporting of cybersecurity risks to the Board of Directors. Board Oversight .
We believe that this committee helps management better focus its efforts on minimizing cybersecurity risk and that it assists in more focused reporting of cybersecurity risks to the Board of Directors. Board Oversight .
Our Chief Risk Officer leads this committee, whose membership includes the Company’s President and the leaders of our major business lines and back-office functions.
Our Chief Risk Officer leads this committee, whose membership includes our Chief Executive Officer and the leaders of our major business lines and back-office functions.
In addition to audits and testing by third party security firms, our information security program and infrastructure is subject to continuous supervision by the FDIC and the DBCF, including an annual in-depth examination by subject-matter experts from the FDIC and DBCF.
In addition to assessments and testing by third party security firms, our information security program and infrastructure is subject to continuous supervision by the Federal Reserve and the DBCF, including an annual in-depth examination by subject-matter experts from the Federal Reserve and DBCF.
Finally, as a means to ensure that our senior executive management has an integrated understanding of the cybersecurity and other risks facing the company at any particular time, the Company has organized a Management Enterprise Risk Management Committee (the “management ERM committee”).
Finally, as a means to ensure that our senior executive management has an integrated understanding of the cybersecurity and other risks facing the Company at any particular time, we have organized a management Enterprise Risk and Compliance Committee (the “ERCC”).
Whenever we consider a new product or service to offer to our clients, or a new means of offering or providing an existing product or service, or a new back-office process or procedure, the implications to the Company’s information security are required to be considered.
Whenever we consider a new product or service to offer to our clients, a new means of offering or providing an existing product or service, or 27 a new back-office process or procedure (each of which may involve the incorporation of AI technologies), the implications to the Company’s information security are required to be considered.
Among other things, the management ERM committee reviews the Company’s cybersecurity and other risk metrics and the direction in which each risk is trending (increasing risk or decreasing risk), both in isolation and in the context of other existing and emerging risks facing the company, and the status of risk mitigants therefor.
Among other things, the ERCC reviews the Company’s cybersecurity and other risk metrics and the direction in which each risk is trending (increasing risk or decreasing risk), both in isolation and in the context of other existing and emerging risks facing the company, and the status of related risk mitigation.
Annually, we obtain independent third party audits of the information security program, including program maturity and overall control effectiveness. In addition, multiple times over the course of each year we engage third party security firms to conduct both external and internal penetration tests. The goal of these assessments is to discover vulnerabilities in the Company’s in-scope corporate networks.
In addition, multiple times over the course of each year we engage third party security firms to conduct both external and internal penetration tests. The goal of these assessments is to discover vulnerabilities in the Company’s in-scope corporate networks.
Before we grant access to the Company’s systems or a vendor otherwise obtains access to the Company’s confidential and proprietary information, our information security team assesses the vendor’s information security program.
Before we grant access to the Company’s systems or a vendor otherwise obtains access to the Company’s confidential and proprietary information, our information security team assesses the vendor’s information security program (including its diligence with respect to the information security of vendors to such vendor).
The vendors we retain are also categorized by the level of risk that the vendor presents to us, of which information security risk is a component. The information security team annually reviews those vendors in the “high risk” category and periodically reviews other vendors.
The vendors we retain are also categorized by the level of risk that the vendor presents to us, of which information security risk is a component. The information security team works with our risk management services team to complete annual reviews of those vendors in the “Critical” or “Significant” categories and periodically reviews other vendors.
The Company’s information security team utilizes the Financial Services Sector Coordinating Council for Critical Infrastructure Protection and Homeland Security version of the FFIEC Cybersecurity Assessment Tool to perform an annual assessment of our information security program. The assessment provides a repeatable and measurable process for institutions to measure their cybersecurity preparedness over time.
The Company’s information security team utilizes the NIST Cybersecurity Framework to perform an annual maturity assessment of our information security program. The assessment provides a repeatable and measurable process for institutions to measure their cybersecurity preparedness over time.
Due to the possibility that a vendor’s information security may be breached, we also negotiate provisions in vendor contracts that address cybersecurity incidents.
The information security team’s review process does not, and cannot, guarantee that a Company vendor will not suffer a cybersecurity incident that impacts us. Due to the possibility that a vendor’s information security may be breached, we also negotiate provisions in vendor contracts that address cybersecurity incidents.
The information security program is designed to comply with applicable laws and regulations and is driven by industry standards for financial institutions, including the Federal Financial Institutions Examination Council (“FFIEC”) Cybersecurity Assessment Tool, as well as by the guidance promulgated by the National Institute of Standards and Technology (“NIST”).
These controls include appropriate access controls based on least privilege, multifactor authentication for remote and privilege access, and encryption to protect data. The information security program is designed to comply with applicable laws and regulations and is driven by industry standards for financial institutions, including guidance promulgated by the National Institute of Standards and Technology (“NIST”).
This review includes obtaining updated information security audits and service organization reports, where available, and otherwise analyzing whether the vendor’s cybersecurity risk profile has materially changed. The information security team’s review process does not, and cannot, guarantee that a Company vendor will not suffer a cybersecurity incident that impacts us.
This review includes obtaining updated information security audits and service organization reports, where available, mapping end user controls considerations to the Company’s existing internal control framework, and otherwise analyzing whether the vendor’s cybersecurity risk profile has materially changed.
Removed
These controls include appropriate access controls based on least privilege, multifactor authentication for remote and privilege access, and encryption to protect data.
Added
The information security program applies to all of the Company’s business lines and employees as well as to vendors and other third parties with access to the Company’s information systems or its confidential and proprietary information.
Removed
The assessment incorporates cybersecurity-related principles from the FFIEC Information Technology Examination Handbook and regulatory guidance, and concepts from other industry standards, including the NIST Cybersecurity Framework. The assessment consists of two parts: Inherent Risk Profile and Cybersecurity Maturity. The Cybersecurity Maturity aspect of the assessment is designed to help management measure the institution’s level of risk and corresponding controls.
Added
The discussion below under the “Governance and Oversight” heading provides more details about how our efforts to address cybersecurity risks are incorporated into the Company’s overall enterprise risk management program.
Removed
Cybersecurity Maturity includes tests to determine whether an institution’s behaviors, practices and processes can support cybersecurity preparedness within the following five domains: • Cyber risk management and oversight • Threat intelligence and collaboration • Cybersecurity controls • External dependency management • Cyber incident management and resilience We also retain third parties to test the effectiveness of our cybersecurity efforts.
Added
The assessment incorporates cybersecurity-related principles , including the Federal Financial Institutions Examination Council’s Information Technology Examination Handbook and regulatory guidance, and concepts from other industry standards. We also retain third parties to test the effectiveness of our cybersecurity efforts. Annually, we obtain independent third party assessments of the information security program, including program maturity and overall control effectiveness.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeITEM 2. PROPERTIES The principal executive offices of the Company are located at 209 Troy Street, Tupelo, Mississippi. Various departments occupy each floor of the five-story building. As of December 31, 2024, Renasant operated 150 full-service branches, 11 limited-service branches, 157 ATMs and 54 Interactive Teller Machines (ITMs).
Biggest changeITEM 2. PROPERTIES The principal executive offices of the Company are located at 209 Troy Street, Tupelo, Mississippi. Various departments occupy each floor of the five-story building. As of December 31, 2025, Renasant operated 246 full-service branches, 13 limited-service branches, 255 ATMs and 63 Interactive Teller Machines (ITMs).
Our Community Banks and Wealth Management segments operate out of all of these branches. The Bank also operates 16 locations used exclusively for mortgage banking and three locations used exclusively for loan production. The Wealth Management segment operates two locations used exclusively for investment services.
Our Community Banks and Wealth Management segments operate out of all of these branches. 30 The Bank also operates 11 locations used exclusively for mortgage banking and seven locations used exclusively for loan production. The Wealth Management segment operates two locations used exclusively for investment services.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company, the Bank, or any of its subsidiaries are a party or to which any of their property is subject, and no such legal proceedings were terminated in the fourth quarter of 2024. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company, the Bank, or any of its subsidiaries are a party or to which any of their property is subject, and no such legal proceedings were terminated in the fourth quarter of 2025. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 31 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plans Maximum Number or Approximate Dollar Value of Shares That May Yet Be Purchased Under Share Repurchase Plans (2)(3) October 1, 2024 to October 31, 2024 588 $ 32.74 — $ 100,000 November 1, 2024 to November 30, 2024 — — — 100,000 December 1, 2024 to December 31, 2024 — — — 100,000 Total 588 $ 32.74 — (1) All shares in this column represent shares of Renasant Corporation stock withheld to satisfy the federal and state tax liabilities related to the vesting of time-based restricted stock awards.
Biggest changeIssuer Purchases of Equity Securities Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plans Maximum Number or Approximate Dollar Value of Shares That May Yet Be Purchased Under Share Repurchase Plans (2)(3) October 1, 2025 to October 31, 2025 249 $ 34.72 — $ 150,000 November 1, 2025 to November 30, 2025 390,000 34.29 388,940 136,807 December 1, 2025 to December 31, 2025 1,341 35.47 — 136,807 Total 391,590 $ 34.29 388,940 (1) All share amounts in this column not purchased as part of a publicly-announced share repurchase plan (as detailed in footnote (2) below are shares of Renasant Corporation common stock withheld to satisfy the federal and state tax liabilities related to the vesting of time-based restricted stock awards.
BMI Banks - Southeast Region Index, is a peer group of 50 regional bank holding companies, whose common stock is traded either on the New York Stock Exchange, NYSE Amex or NASDAQ, and which are headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia.
BMI Banks - Southeast Region Index, is a peer group of 51 regional bank holding companies, whose common stock is traded either on the New York Stock Exchange, NYSE Amex or NASDAQ, and which are headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia.
The information provided in this section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. ITEM 6. [RESERVED] 34
The information provided in this section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. ITEM 6. [RESERVED] 33
Unregistered Sales of Equity Securities The Company did not sell any unregistered equity securities during 2024. 33 Stock Performance Graph The following performance graph, obtained from S&P Global Market Intelligence, compares the performance of our common stock to the NYSE Composite Index and to the S&P U.S.
Unregistered Sales of Equity Securities The Company did not sell any unregistered equity securities during 2025. 32 Stock Performance Graph The following performance graph, obtained from S&P Global Market Intelligence, compares the performance of our common stock to the NYSE Composite Index and to the S&P U.S.
(2) The Company announced a $100.0 million stock repurchase program in October 2023 under which the Company was authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions.
(2) The Company announced a $150.0 million stock repurchase program in October 2025 under which the Company was authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions, which replaced the Company’s $100.0 million stock repurchase program that expired October 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders The Company’s common stock trades on The New York Stock Exchange under the ticker symbol “RNST.” On February 18, 2025, the Company had approximately 3,894 shareholders of record and the closing sales price of the Company’s common stock was $38.29.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders The Company’s common stock trades on The New York Stock Exchange under the ticker symbol “RNST.” On February 20, 2026, the Company had approximately 5,179 shareholders of record, and the closing sales price of the Company’s common stock was $40.49.
No shares were repurchased during the fourth quarter of 2024 under this plan, which expired in October 2024 and was replaced with a $100.0 million stock repurchase program approved in October 2024. This new plan will remain in effect for one year or, if earlier, the repurchase of the entire amount of common stock authorized to be repurchased.
During the fourth quarter of 2025, the Company repurchased 388,940 shares under the program. The program will remain in effect for one year or, if earlier, the repurchase of the entire amount of common stock authorized to be repurchased. (3) Dollars in thousands.
BMI Banks - Southeast Region Index was $100 at January 1, 2019, and that all dividends were reinvested. Period Ending December 31, 2019 2020 2021 2022 2023 2024 Renasant Corporation $ 100.00 $ 98.38 $ 113.42 $ 115.35 $ 106.47 $ 116.18 NYSE Composite Index 100.00 106.99 129.11 117.04 133.16 154.19 S&P U.S.
BMI Banks - Southeast Region Index was $100 at January 1, 2020, and that all dividends were reinvested. Period Ending December 31, 2020 2021 2022 2023 2024 2025 Renasant Corporation $ 100.00 $ 115.28 $ 117.25 $ 108.22 $ 118.09 $ 119.25 NYSE Composite Index 100.00 120.68 109.39 124.46 144.12 169.62 S&P U.S.
BMI Banks - Southeast Region Index 100.00 89.66 128.06 104.16 107.45 139.40 (1) The S&P U.S.
BMI Banks - Southeast Region Index 100.00 142.83 116.18 119.85 155.47 187.40 (1) The S&P U.S.
Removed
No shares were repurchased during the fourth quarter of 2024 under this plan. (3) Dollars in thousands.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

149 edited+44 added−45 removed73 unchanged
Biggest changeProvision for Credit Losses on Loans to Average Loans 2024 2023 0.16% 0.16% 50 The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31: 2024 2023 Balance at beginning of year $ 198,578 $ 192,090 Initial allowance for purchased loans with more than insignificant credit deterioration existing at the date of acquisition — 25 Provision for credit losses on loans 11,248 18,793 Charge-offs Commercial, financial, agricultural 4,463 8,838 Lease financing 642 1,524 Real estate – construction 145 57 Real estate – 1-4 family mortgage 966 417 Real estate – commercial mortgage 5,737 5,568 Installment loans to individuals 1,856 2,636 Total charge-offs 13,809 19,040 Recoveries Commercial, financial, agricultural 1,710 3,090 Lease financing 34 18 Real estate – construction — 48 Real estate – 1-4 family mortgage 166 389 Real estate – commercial mortgage 2,278 712 Installment loans to individuals 1,551 2,453 Total recoveries 5,739 6,710 Net charge-offs 8,070 12,330 Balance at end of year $ 201,756 $ 198,578 Provision for credit losses on loans to average loans 0.09 % 0.16 % Net charge-offs to average loans 0.06 % 0.10 % Net charge-offs to allowance for credit losses on loans 4.00 % 6.21 % Allowance for credit losses on loans to: Total loans 1.57 % 1.61 % Nonperforming loans 178.11 % 286.26 % Nonaccrual loans 182.07 % 288.56 % Nonaccrual loans to total loans: 0.88 % 0.56 % The decrease in the ratio of the allowance for credit losses on loans to each of nonperforming loans and nonaccrual loans is primarily attributable to the increase in nonaccrual loans from the prior year.
Biggest changeThe following table presents the allocation of the allowance for credit losses on loans and the percentage of each loan category to total loans at December 31 for each of the years presented. 2025 2024 Balance % of Total Balance % of Total Commercial and industrial $ 57,831 19.67 % $ 41,864 20.75 % Construction and land development 31,359 10.67 19,200 9.52 Real estate - 1-4 family mortgage 61,249 20.84 45,498 22.55 Commercial real estate - owner occupied 38,961 13.25 16,993 8.42 Commercial real estate - non-owner occupied 99,605 33.88 71,664 35.52 Consumer 4,950 1.69 6,537 3.24 Total $ 293,955 100.00 % $ 201,756 100.00 % 50 The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31: 2025 2024 Balance at beginning of year $ 201,756 $ 198,578 Initial allowance for purchased loans with more than insignificant credit deterioration existing at the date of acquisition 25,003 — Provision for credit losses on loans 92,573 11,248 Charge-offs Commercial and industrial (19,527) $ (5,105) Construction and land development (374) (152) Real estate - 1-4 family mortgage (1,457) (966) Commercial real estate - owner occupied (5,717) (37) Commercial real estate - non-owner occupied (160) (5,693) Consumer (1,524) (1,856) Total charge-offs (28,759) (13,809) Recoveries Commercial and industrial 2,047 1,745 Construction and land development 10 — Real estate - 1-4 family mortgage 221 165 Commercial real estate - owner occupied 448 112 Commercial real estate - non-owner occupied 204 2,166 Consumer 452 1,551 Total recoveries 3,382 5,739 Net charge-offs (25,377) (8,070) Balance at end of year $ 293,955 $ 201,756 Provision for credit losses on loans to average loans 0.53 % 0.16 % Net charge-offs to average loans 0.15 0.06 Net charge-offs to allowance for credit losses on loans 8.63 4.00 Allowance for credit losses on loans to: Total loans 1.54 1.57 Nonperforming loans 167.00 178.11 Nonaccrual loans 167.28 182.07 Nonaccrual loans to total loans: 0.92 0.88 The provision for credit losses on loans charged to operating expense is an amount that, in the judgment of management, is necessary to maintain the allowance for credit losses on loans at a level adequate to meet the inherent risks of losses in our loan portfolio.
Allowance for Credit Losses on Loans The accounting estimate most important to the presentation of our financial statements that involves considerable subjective judgment and evaluation by management is the allowance for credit losses and the related provision for credit losses.
Allowance for Credit Losses on Loans The allowance for credit losses and the related provision for credit losses is the accounting estimate most important to the presentation of our financial statements that involves considerable subjective judgment and evaluation by management.
(2) Excludes interest. Off-Balance Sheet Commitments 57 The Company enters into loan commitments, standby letters of credit and derivative financial instruments in the normal course of its business. Loan commitments are made to accommodate the financial needs of the Company’s customers.
(2) Excludes interest. 57 Off-Balance Sheet Commitments The Company enters into loan commitments, standby letters of credit and derivative financial instruments in the normal course of its business. Loan commitments are made to accommodate the financial needs of the Company’s customers.
The following table presents the projected impact of a change in interest rates on (1) static EVE and (2) earnings at risk (that is, net interest income) for the 1-12 and 13-24 month periods commencing January 1, 2025, in each case as compared to the result under rates present in the market on December 31, 2024.
The following table presents the projected impact of a change in interest rates on (1) static EVE and (2) earnings at risk (that is, net interest income) for the 1-12 and 13-24 month periods commencing January 1, 2025, in each case as compared to the result 54 under rates present in the market on December 31, 2024.
Critical Accounting Policies and Estimates Our financial statements are prepared using accounting estimates for various accounts. Wherever feasible, we utilize third-party information to provide management with estimates. Although independent third parties are engaged to assist us in the estimation process, management evaluates the results, challenges assumptions and considers other factors that could impact these estimates.
Critical Accounting Estimates Our financial statements are prepared using accounting estimates for various accounts. Wherever feasible, we utilize third-party information to provide management with estimates. Although independent third parties are engaged to assist us in the estimation process, management evaluates the results, challenges assumptions and considers other factors that could impact these estimates.
The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract.
The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a 38 specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract.
Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities.
Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these 60 non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities.
Interest income and weighted average yields on tax-exempt loans and securities have been computed on a fully tax equivalent basis assuming a federal tax rate of 21% and a state tax rate of 4.45%, which is net of federal tax benefit. Net interest income and net interest margin are influenced by internal and external factors.
Interest income and weighted average yields on tax-exempt loans and securities have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%, and for loans, a state tax rate of 4.45%, which is net of federal tax benefit. Net interest income and net interest margin are influenced by internal and external factors.
That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate a dollar of revenue.) The Company calculates this ratio by dividing noninterest expense by the sum of net interest income on a fully tax 48 equivalent basis and noninterest income.
That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate a dollar of revenue.) The Company calculates this ratio by dividing noninterest expense by the sum of net interest income on a fully tax equivalent basis and noninterest income.
The proceeds of the sale of securities, if and when offered, will be used as described in any prospectus supplement and could include general corporate purposes, the expansion of the Company’s banking, insurance and wealth management operations as well as other business opportunities.
The proceeds of the sale of securities, if and when offered, will be used as described in any prospectus supplement and could include general corporate purposes, the expansion of the Company’s banking and wealth management operations as well as other business opportunities.
Under Mississippi law, a Mississippi bank may not pay dividends unless its earned surplus is in excess of three times capital stock. A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the DBCF.
Under Mississippi law, a Mississippi bank may not pay dividends unless its earned surplus is in excess of three times capital stock. A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the 56 DBCF.
Loan losses are charged against the allowance for credit losses when management confirms the uncollectability of a loan balance. Subsequent recoveries, if any, are credited to the allowance. Management evaluates the adequacy of the allowance on a quarterly basis.
Loan losses are charged against the allowance for credit losses when management confirms the uncollectability of a loan balance. Subsequent recoveries, if any, are credited to the 49 allowance. Management evaluates the adequacy of the allowance on a quarterly basis.
Under certain circumstances, management may elect to acquire non-core deposits (in the form of brokered or time deposits) or public fund deposits (which are deposits of counties, municipalities or other political subdivisions).
Under certain circumstances, management may elect to acquire non-core deposits (in the form of brokered deposits) or public fund deposits (which are deposits of counties, municipalities or other political subdivisions).
For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and other Tier 1 capital instruments.
For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and Tier 1 capital instruments.
Based on its review of these factors as of December 31, 2024 and 2023, the Company determined that all such losses resulted from factors not deemed credit related. As a result, no credit-related impairment was recognized in current earnings, and all unrealized losses for available for sale securities were recorded in Accumulated other comprehensive income (loss).
Based on its review of these factors as of December 31, 2025 and 2024, the Company determined that all such losses resulted from factors not deemed credit related. As a result, no credit-related impairment was recognized in current earnings, and all unrealized losses for available for sale securities were recorded in Accumulated other comprehensive income (loss).
Information is provided in each category with respect to changes attributable to (1) changes in volume (changes in volume multiplied by prior yield/rate); (2) changes in yield/rate (changes in yield/rate multiplied by prior volume); and (3) changes in both yield/rate and volume (changes in yield/rate 44 multiplied by changes in volume).
Information is provided in each category with respect to changes attributable to (1) changes in volume (changes in volume multiplied by prior yield/rate); (2) changes in yield/rate (changes in yield/rate multiplied by prior volume); and (3) changes in both yield/rate and volume (changes in yield/rate multiplied by changes in volume).
Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies.
Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of the non-GAAP financial measures allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies.
Short-term borrowings have original maturities less than one year and typically include federal funds purchased, securities sold under agreements to repurchase, and short-term FHLB advances. During 2024 and 2023, we used short-term FHLB borrowings to meet anticipated short-term liquidity needs, which varied throughout the year in response to loan demand and competition for deposits.
Short-term borrowings have original maturities less than one year and typically include federal funds purchased, securities sold under agreements to repurchase, and short-term FHLB advances. During 2025 and 2024, we used short-term FHLB borrowings to meet anticipated short-term liquidity needs, which varied throughout the year in response to loan demand and competition for deposits.
Contractual Obligations The following table presents, as of December 31, 2024, significant fixed and determinable contractual obligations to third parties by payment date, that may impact the Company’s liquidity position. The Note Reference below refers to the applicable footnote in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
Contractual Obligations The following table presents, as of December 31, 2025, significant fixed and determinable contractual obligations to third parties by payment date, that may impact the Company’s liquidity position. The Note Reference below refers to the applicable footnote in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
The Company’s central appraisal review department reviews and approves third-party appraisals obtained by the Company on real estate collateral and monitors loan maturities to ensure updated appraisals are obtained. This department is managed by a State Certified General Real Estate Appraiser and employs three additional State Certified General Real Estate Appraisers and four real estate evaluators.
The Company’s central appraisal review department orders, reviews and approves third-party appraisals obtained by the Company on real estate collateral and monitors loan maturities to ensure updated appraisals are obtained. This department is managed by a State Certified General Real Estate Appraiser and employs four additional State Certified General Real Estate Appraisers and four real estate evaluators.
For more information about our loan policies and procedures for addressing credit risk, as well as for a discussion of the changes in the allowance for credit losses in 2024 and 2023, please refer to the disclosures in this Item under the heading “Risk Management – Credit Risk and Allowance for Credit Losses for Loans and Unfunded Commitments.” Business Combinations, Accounting for Purchased Loans The Company accounts for its acquisitions under ASC 805, “ Business Combinations ,” which requires the use of the acquisition method of accounting.
For more information about our loan policies and procedures for addressing credit risk, as well as for a discussion of the changes in the allowance for credit losses in 2025 and 2024, please refer to the disclosures in this Item under the heading “Risk Management – Credit Risk and Allowance for Credit Losses for Loans and Unfunded Commitments.” 35 Business Combinations, Accounting for Purchased Loans The Company accounts for its acquisitions under ASC 805, “ Business Combinations ,” which requires the use of the acquisition method of accounting.
For more information about the Company’s derivative financial instruments, see the “Off-Balance Sheet Transactions” section below and Note 13, “Derivative Instruments,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
For more information about the Company’s derivative financial instruments, see the “Off-Balance Sheet Transactions” section below and Note 14, “Derivative Instruments,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (In Thousands, Except Share Data) The following discussion and analysis of our financial condition as of December 31, 2024 and 2023 and results of operations for each of the years then ended should be read together with the cautionary language regarding forward-looking statements at the beginning of this Annual Report on Form 10-K and the consolidated financial statements and related notes included under Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024, which provides a discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (In Thousands, Except Share Data) The following discussion and analysis of our financial condition as of December 31, 2025 and 2024 and results of operations for each of the years then ended should be read together with the cautionary language regarding forward-looking statements at the beginning of this Annual Report on Form 10-K and the consolidated financial statements and related notes included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, which provides a discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K.
Loan requests are reviewed for approval by senior credit officers. For commercial and commercial real estate secured loans, internal risk-rating grades are assigned by lending, credit administration and loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan.
Loan requests are reviewed for approval by lenders, senior credit officers and management, based on exposure. For commercial and commercial real estate secured loans, internal risk-rating grades are assigned by lending, credit administration and loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan.
Interest Rate Risk Market risk is the risk of loss from adverse changes in market prices and rates. The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets and inventories.
Interest Rate Risk Market risk is the risk of loss from adverse changes in market prices and rates. The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from those of most commercial and industrial companies, which have significant investments in fixed assets and inventories.
Increased levels of fraud losses from, for example, counterfeit or forged checks, unauthorized debit card charges and wire fraud, is the primary reason for the increase in other noninterest expense. Working with its vendors, the Company is actively working to implement policies and procedures designed to curtail the opportunity for, and the losses resulting from, fraud.
Increased levels of fraud losses from, for example, counterfeit or forged checks, unauthorized debit card charges and wire fraud, is the primary reason for the increase in other noninterest expense. Working with its vendors, the Company is actively working to implement policies and procedures designed to strengthen fraud detection and prevention and curtail the losses resulting from fraud.
For additional information regarding the Company’s income taxes, please refer to in Note 14, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. Risk Management The management of risk is an on-going process. Primary risks that are associated with the Company include credit, interest rate and liquidity risk.
For additional information regarding the Company’s income taxes, please refer to in Note 15, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. Risk Management The management of risk is an ongoing process. Primary risks that are associated with the Company include credit, interest rate and liquidity risk.
For more information about the Company’s off-balance sheet transactions, see Note 13, “Derivative Instruments” and Note 18, “Commitments, Contingent Liabilities and Financial Instruments with Off-Balance Sheet Risk,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
For more information about the Company’s off-balance sheet transactions, see Note 14, “Derivative Instruments” and Note 19, “Commitments, Contingent Liabilities and Financial Instruments with Off-Balance Sheet Risk,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
We remain committed to aggressively managing our costs within the framework of our business model. Our goal is to improve the efficiency ratio over time from currently reported levels as a result of revenue growth while at the same time controlling noninterest expenses. Income Taxes Income tax expense for 2024 and 2023 was $49,508 and $32,509, respectively.
We remain committed to aggressively managing our costs within the framework of our business model. Our goal is to improve the efficiency ratio over time from currently reported levels as a result of revenue growth while at the same time controlling noninterest expenses. Income Taxes Income tax expense for 2025 and 2024 was $45,460 and $49,508, respectively.
Core deposits, which are deposits excluding time deposits greater than $250,000 and brokered deposits, are the major source of funds used by the Bank to meet short- and long-term cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring the Bank’s liquidity.
Core deposits, which are deposits excluding brokered deposits, are the major source of funds used by the Bank to meet short- and long-term cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring the Bank’s liquidity.
Noninterest Income Noninterest Income to Average Assets 2024 2023 1.16% 0.66% Total noninterest income includes fees generated from deposit services and other fees and commissions, income from our insurance, wealth management and mortgage banking operations, realized gains and losses on the sale or impairment of securities and all other noninterest income.
Noninterest Income Noninterest Income to Average Assets 2025 2024 0.75% 1.16% Total noninterest income includes fees generated from deposit services and other fees and commissions, income from our wealth management and mortgage banking operations, realized gains and losses on the sale or impairment of securities and all other noninterest income.
Readers of this Form 10-K should note that, because there are no standard definitions for how to calculate the non-GAAP financial measures that we use as well as the results, the Company’s calculations may not be comparable to similarly titled measures presented by other companies.
Readers of this Form 10-K should note that, because there are no standard definitions for how to calculate the non-GAAP financial measures that we use as well as the results, the Company’s calculations may not be comparable to similarly-titled measures presented by other companies. Also, there may be limits in the usefulness of these measures to readers of this document.
Loans Loans held for investment, which excludes loans held for sale, is the Company’s most significant earning asset, comprising 71.45% and 71.15% of total assets at December 31, 2024 and 2023, respectively. This percentage will fluctuate based on a number of factors, including the extent of our loan growth and whether the Company has excess liquidity on its balance sheet.
Loans Loans held for investment, which excludes loans held for sale, is the Company’s most significant earning asset, comprising 71.20% and 71.45% of total assets at December 31, 2025 and 2024, respectively. This percentage fluctuates based on a number of factors, including the extent of our loan growth and whether the Company has excess liquidity on its balance sheet.
Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. At December 31, 2024, securities with a carrying value of $843,870 were pledged to secure government, public, trust, and other deposits and as collateral for short-term borrowings and derivative instruments as compared to $895,044 at December 31, 2023.
Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. At December 31, 2025, securities with a carrying value of $1,760,542 were pledged to secure government, public, trust, and other deposits and as collateral for short-term borrowings and derivative instruments as compared to $843,870 at December 31, 2024.
Fees and commissions include fees related to deposit services, such as ATM fees and interchange fees on debit card transactions. Interchange fees on debit card transactions, the largest component of fees and commissions, were $8,911 for the twelve months ended December 31, 2024 compared to $9,383 for the same period in 2023.
Fees and commissions include fees related to deposit services, such as ATM fees and interchange fees on debit card transactions. Interchange fees on debit card transactions, the largest component of fees and commissions, were $10,722 for the twelve months ended December 31, 2025 compared to $8,911 for the same period in 2024.
Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market. Originations of mortgage loans to be sold totaled $1,400,467 in 2024 and $1,330,912 in 2023.
Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market. Originations of mortgage loans to be sold totaled $1,612,645 in 2025 and $1,400,467 in 2024.
The following table presents our long-term debt by type at December 31: 2024 2023 Junior subordinated debentures $ 113,916 $ 112,978 Subordinated notes 316,698 316,422 Total long-term debt $ 430,614 $ 429,400 Long-term FHLB borrowings are used to match-fund against large, fixed rate commercial or real estate loans with long-term maturities, which helps mitigate interest rate exposure when rates rise and are also used to meet day-to-day liquidity needs, particularly when the costs of such borrowings compare favorably to the rates required to attract deposits.
The following table presents our long-term debt by type at December 31: 2025 2024 Junior subordinated debentures $ 140,632 $ 113,916 Subordinated notes 359,124 316,698 Total long-term debt $ 499,756 $ 430,614 Long-term FHLB borrowings are used to match-fund against large, fixed rate commercial or real estate loans with long-term maturities, which helps mitigate interest rate exposure when rates rise and are also used to meet day-to-day liquidity needs, particularly when the costs of such borrowings compare favorably to the rates required to attract deposits.
Our focus is to develop and enhance our products that generate noninterest income in order to diversify our revenue sources. Noninterest income as a percentage of total net revenue was 28.05% and 17.57% for 2024 and 2023, respectively.
Our focus is to develop and enhance our products that generate noninterest income in order to diversify our revenue sources. Noninterest income as a percentage of total net revenue was 18.14% and 28.05% for 2025 and 2024, respectively.
None of these restrictions had any impact on the Company’s ability to meet its cash obligations in 2024, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.
None of these restrictions had any material impact on the Company’s ability to meet its cash obligations in 2025, nor does management expect such restrictions to so impact the Company’s ability to meet its currently-anticipated cash obligations.
There were no federal funds purchased outstanding at December 31, 2024, and 2023, while security repurchase agreements were $8,018 at December 31, 2024, as compared to $7,577 at December 31, 2023. The Company had $100,000 and $300,000 in short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2024, and 2023, respectively.
There were no federal funds purchased 55 outstanding at December 31, 2025, and 2024, while security repurchase agreements were $5,774 at December 31, 2025, as compared to $8,018 at December 31, 2024. The Company had $550,000 and $100,000 in short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2025, and 2024, respectively.
Although we consider all reasonably-available information that we believe is relevant to making the assumptions that underlie the Company’s determination of the appropriate amount of the allowance for credit losses, if actual economic or other conditions ultimately differ substantially from the assumptions we used in making the evaluation, then future adjustments (positive or negative) to the allowance may be necessary.
Although we consider all reasonably-available information that we believe is relevant to making the assumptions that underlie the Company’s determination of the appropriate amount of the allowance for credit losses, if actual economic or other conditions ultimately differ substantially from the assumptions we used in making the evaluation, then future adjustments (positive or negative) to the allowance may be necessary, although it is difficult to quantify within any degree of precision the extent of the adjustment that may be necessary if actual conditions vary from our assumptions.
Mortgage loans to be sold, which made up all of our loans held for sale at each of December 31, 2024 and 2023, are sold either on a “best efforts” basis or under a “mandatory delivery” sales agreement.
Loans Held for Sale Loans held for sale were $265,959 at December 31, 2025 compared to $246,171 at December 31, 2024. Mortgage loans to be sold, which made up all of our loans held for sale at each of December 31, 2025 and 2024, are sold either on a “best efforts” basis or under a “mandatory delivery” sales agreement.
Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense, fraud losses and other miscellaneous fees and operating expenses. Other noninterest expense was $59,955 for 2024 as compared to $53,906 for 2023.
Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense, fraud losses and other miscellaneous fees and operating expenses. Other noninterest expense was $73,768 for 2025 as compared to $59,955 for 2024.
The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31, 2024 and 2023 were as follows: 2024 2023 Loan commitments $ 2,856,308 $ 3,091,997 Standby letters of credit 90,267 113,970 The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary.
The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31 were as follows: 2025 2024 Loan commitments $ 3,662,810 $ 2,856,308 Standby letters of credit 122,367 90,267 The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary.
The following table presents our short-term borrowings by type at December 31: 2024 2023 Security repurchase agreements $ 8,018 $ 7,577 Short-term borrowings from the FHLB 100,000 300,000 Total short-term borrowings $ 108,018 $ 307,577 At December 31, 2024, long-term debt consists of our junior subordinated debentures and our subordinated notes; no long-term FHLB advances were outstanding.
The following table presents our short-term borrowings by type at December 31: 2025 2024 Security repurchase agreements $ 5,774 $ 8,018 Short-term borrowings from the FHLB 550,000 100,000 Total short-term borrowings $ 555,774 $ 108,018 At December 31, 2025, long-term debt consists of our junior subordinated debentures and our subordinated notes; no long-term FHLB advances were outstanding.
In addition to the FDIC and DBCF restrictions on dividends payable by the Bank to the Company, the Federal Reserve has provided guidance on the criteria that it will use to evaluate the request by a bank holding company to pay dividends in an aggregate amount that will exceed the company’s earnings for the period in which the dividends will be paid, which did not apply to the Company in 2024 or 2023.
In addition to the restrictions on dividends payable by the Bank to the Company, the Federal Reserve also has provided guidance on the criteria that it will use to evaluate the request by a bank holding company to pay dividends in an aggregate amount that will exceed the company’s earnings for the period in which the dividends will be paid.
Efficiency Ratio Efficiency Ratio 2024 2023 63.57% 68.33% The efficiency ratio is a measure of productivity in the banking industry. (This ratio is a measure of our ability to turn expenses into revenue.
Efficiency Ratio Efficiency Ratio 2025 2024 65.00% 63.57% The efficiency ratio is a measure of productivity in the banking industry. (This ratio is a measure of our ability to turn expenses into revenue.
This information is used to assist management in monitoring credit quality. When the ultimate collectability of a loan’s principal is in doubt, wholly or partially, the loan is placed on nonaccrual. After all collection efforts have failed, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings initiated.
When the ultimate collectability of a loan’s principal is in doubt, wholly or partially, the loan is placed on nonaccrual. After all collection efforts have failed, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings or a deed in lieu of foreclosure initiated.
These are unsecured, uncommitted lines of credit maturing at various times within the next twelve months. There were no amounts outstanding under these lines of credit at December 31, 2024 or 2023. Finally, we can access the capital markets to meet liquidity needs.
Finally, we maintain lines of credit with other commercial banks totaling $140,000. These are unsecured, uncommitted lines of credit maturing at various times within the next twelve months. There were no amounts outstanding under these lines of credit at December 31, 2025 or 2024. Finally, we can access the capital markets to meet liquidity needs.
The program will remain in effect until the earlier of October 2025 or the repurchase of the entire amount of common stock authorized to be repurchased by the Board of Directors. 58 The Company has junior subordinated debentures with a carrying value of $113,916 at December 31, 2024, of which $110,325 are included in the Company’s Tier 1 capital.
The program will remain in effect until the earlier of October 2026 or the repurchase of the entire amount of common stock authorized to be repurchased by the Board of Directors. 58 The Company has junior subordinated debentures with a carrying value of $140,632 at December 31, 2025, of which $136,235 are included in the Company’s Tier 2 capital.
Other sources available for meeting liquidity needs include federal funds purchased, security repurchase agreements and short-term and long-term advances from the FHLB. Interest is charged at the prevailing market rate on these borrowings.
Other sources available for meeting short- and long-term liquidity needs include federal funds purchased, security repurchase agreements, short-term and long-term advances from the FHLB, borrowings from the Federal Reserve Discount Window and lines of credit with other commercial banks. Interest is charged at the prevailing market rate on these borrowings.
The Trust division operates on a custodial basis which includes administration of benefit plans, as well as accounting and money management for trust accounts. The division manages a number of trust accounts inclusive of personal and corporate benefit accounts, IRAs, and custodial accounts.
Our Wealth Management segment has two divisions: Trust and Financial Services. The Trust division operates on a custodial basis which includes administration of benefit plans, as well as accounting and money management for trust accounts. The division manages a number of trust accounts inclusive of personal and corporate benefit accounts, IRAs, and custodial accounts.
The Company had $4,004,630 of availability on unused lines of credit with the FHLB at December 31, 2024 compared to $2,922,315 at December 31, 2023. The Company also had credit available at the Federal Reserve Discount Window in the amount of $656,683. The Company owns subordinated notes, the proceeds of which have been used for general corporate purposes.
The Company had $5,574,759 of availability on unused lines of credit with the FHLB at December 31, 2025 compared to $4,004,630 at December 31, 2024. The Company also had credit available at the Federal Reserve Discount Window in the amount of $681,719. The Company owns subordinated notes, the proceeds of which have been used for general corporate purposes.
Our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest.
Net interest income simulations measure the short and medium-term earnings exposure from changes in market interest rates in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest.
Proceeds from maturities and calls of securities during 2023 totaled $258,978, which were primarily reinvested in the securities portfolio or used to fund loan growth. During the year ended December 31, 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio.
Proceeds from maturities and calls of securities during 2024 totaled $191,008, which were primarily reinvested in the securities portfolio or used to fund loan growth. 36 In 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio.
At December 31, 2024, the Company had notional amounts of $880,371 on interest rate contracts with corporate customers and $877,051 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts.
At December 31, 2025, the Company had notional amounts of $1,784,028 on interest rate contracts with corporate customers and $1,784,028 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts.
Overdraft fees, the largest component of service charges on deposits, increased to $20,611 for the twelve months ended December 31, 2024 compared to $20,095 for the same period in 2023. Fees and commissions decreased to $16,190 in 2024 as compared to $17,901 in 2023.
Overdraft fees, the largest component of service charges on deposits, increased to $25,942 for the twelve months ended December 31, 2025 compared to $20,611 for the same period in 2024. Fees and commissions increased to $19,796 in 2025 as compared to $16,190 in 2024.
The Company continues to examine new and existing contracts to negotiate favorable terms to offset the increased variable cost components of our data processing costs, such as new accounts and increased transaction volume. Net occupancy and equipment expense in 2024 was $45,960, a decrease of $511 from $46,471 for 2023.
The Company continues to examine new and existing contracts to negotiate favorable terms to offset the increased variable cost components of our data processing costs, such as new accounts and increased transaction volume. Net occupancy and equipment expense in 2025 was $63,651, an increase of $17,691 from $45,960 for 2024.
These assets generally have readily available markets that offer conversions to cash as needed. Within the next twelve months the securities portfolio is forecasted to generate cash flow through principal payments and maturities equal to 11.3% of the carrying value of the total securities portfolio.
Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. Within the next twelve months the securities portfolio is forecasted to generate cash flow through principal payments and maturities equal to 14.8% of the carrying value of the total securities portfolio.
Our public fund transaction accounts are principally obtained 41 from public universities and municipalities, including school boards and utilities. Public fund deposits at December 31, 2024 were $2,256,461 compared to $1,866,495 at December 31, 2023. Deposits that are in excess of the FDIC insurance limit were $6,489,547 and $5,778,174 at December 31, 2024 and 2023, respectively.
Our public fund transaction accounts are principally obtained from public universities and municipalities, including school boards and utilities. Public fund deposits at December 31, 2025 were $3,779,910 compared to $2,256,461 at December 31, 2024. 41 Deposits that are in excess of the FDIC insurance limit were $9,844,570 and $6,489,547 at December 31, 2025 and 2024, respectively.
The related net unrealized losses of $99,675 (after tax losses of $74,307) remained in accumulated other comprehensive income (loss) and are amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities.
The related net unrealized losses of $99,675 ($74,307 after tax) remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. At December 31, 2025, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $40,435.
The allowance for credit losses on loans was $201,756 and $198,578 at December 31, 2024 and 2023, respectively.
The allowance for credit losses on loans was $293,955 and $201,756 at December 31, 2025 and 2024, respectively.
The following table presents, by type, the Company’s funding sources, which consist of total average deposits and borrowed funds, and the total cost of each funding source for each of the years presented: Percentage of Total Cost of Funds 2024 2023 2024 2023 Noninterest-bearing demand 23.61 % 26.94 % — % — % Interest-bearing demand 48.80 43.04 3.12 2.18 Savings 5.58 6.58 0.35 0.33 Brokered deposits 1.60 4.72 5.46 5.17 Time deposits 16.60 12.69 4.22 2.90 Borrowings 3.81 6.03 5.12 5.13 Total deposits and borrowed funds 100.00 % 100.00 % 2.53 % 1.88 % Cash and cash equivalents were $1,092,032 at December 31, 2024, compared to $801,351 at December 31, 2023.
The following table presents, by type, the Company’s funding sources, which consist of total average deposits and borrowed funds, and the total cost of each funding source for each of the years presented: Percentage of Total Cost of Funds 2025 2024 2025 2024 Noninterest-bearing demand 23.16 % 23.61 % — % — % Interest-bearing demand 51.03 48.80 2.74 3.12 Savings 5.73 5.58 0.30 0.35 Brokered deposits — 1.60 — 5.46 Time deposits 15.46 16.60 3.80 4.22 Borrowings 4.62 3.81 4.81 5.12 Total deposits and borrowed funds 100.00 % 100.00 % 2.23 % 2.53 % Cash and cash equivalents were $1,070,718 at December 31, 2025, compared to $1,092,032 at December 31, 2024.
Wealth Management revenue was $23,559 for 2024 compared to $22,132 for 2023. The market value of assets under management or administration was $6,472,526 and $5,238,131 at December 31, 2024 and 2023, respectively.
Wealth Management revenue was $31,201 for 2025 compared to $23,559 for 2024. The market value of assets under management or administration was $6,865,427 and $6,472,526 at December 31, 2025 and 2024, respectively.
Year Ended December 31, 2024 2023 Allowance for credit losses on unfunded loan commitments: Beginning balance $ 16,918 $ 20,118 Recovery of credit losses on unfunded loan commitments (1,975) (3,200) Ending balance $ 14,943 $ 16,918 52 Nonperforming Assets . Nonperforming assets consist of nonperforming loans and other real estate owned.
Year Ended December 31, 2025 2024 Allowance for credit losses on unfunded loan commitments: Beginning balance $ 14,943 $ 16,918 Provision (reversal of) for credit losses on unfunded loan commitments 14,884 (1,975) Ending balance $ 29,827 $ 14,943 Nonperforming Assets . Nonperforming assets consist of nonperforming loans and other real estate owned.
Management also continually monitors past due loans for potential credit quality deterioration. Total loans 30-89 days past due on which interest was still accruing were $39,842 at December 31, 2024 as compared to $54,031 at December 31, 2023.
Management also continually monitors past due loans for potential credit quality deterioration. Total loans 30-89 days past due on which interest was still accruing were $89,162 at December 31, 2025 as compared to $39,842 at December 31, 2024. Certain modifications of loans made to borrowers experiencing financial difficulty.
The following table presents, by type, the Company’s funding sources, which consist of total average deposits and borrowed funds, and the total cost of each funding source for each of the years presented: Percentage of Total Cost of Funds 2024 2023 2024 2023 Noninterest-bearing demand 23.61 % 26.94 % — % — % Interest-bearing demand 48.80 43.04 3.12 2.18 Savings 5.58 6.58 0.35 0.33 Brokered deposits 1.60 4.72 5.46 5.17 Time deposits 16.60 12.69 4.22 2.90 Borrowed funds 3.81 6.03 5.12 5.13 Total deposits and borrowed funds 100.00 % 100.00 % 2.53 % 1.88 % Interest expense on deposits was $346,592 and $232,331 for 2024 and 2023, respectively.
The following table presents, by type, the Company’s funding sources, which consist of total average deposits and borrowed funds, and the total cost of each funding source for each of the years presented: Percentage of Total Cost of Funds 2025 2024 2025 2024 Noninterest-bearing demand 23.16 % 23.61 % — % — % Interest-bearing demand 51.03 48.80 2.74 3.12 Savings 5.73 5.58 0.30 0.35 Brokered deposits — 1.60 — 5.46 Time deposits 15.46 16.60 3.80 4.22 Borrowed funds 4.62 3.81 4.81 5.12 Total deposits and borrowed funds 100.00 % 100.00 % 2.23 % 2.53 % Interest expense on deposits was $412,553 and $346,592 for 2025 and 2024, respectively.
The model is used to perform both net interest income forecast simulations for multiple year horizons and economic value of equity (“EVE”) analyses, each under various interest rate scenarios, which could impact the results presented in the table below. 54 Net interest income simulations measure the short and medium-term earnings exposure from changes in market interest rates in a rigorous and explicit fashion.
The model is used to perform both net interest income forecast simulations for multiple year horizons and economic value of equity (“EVE”) analyses, each under various interest rate scenarios, which could impact the results presented in the table below.
The following table shows the maturity of time deposits at December 31, 2024 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured: Three Months or Less $ 293,798 Over Three through Six Months 276,583 Over Six through Twelve Months 184,875 Over 12 Months 10,324 Total $ 765,580 Borrowed Funds Total borrowings include federal funds purchased, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank (“FHLB”), subordinated notes and junior subordinated debentures and are classified on the Consolidated Balance Sheets as either short-term borrowings or long-term debt.
The following table shows the maturity of time deposits at December 31, 2025 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured: Three Months or Less $ 466,129 Over Three through Six Months 456,490 Over Six through Twelve Months 151,816 Over 12 Months 46,185 Total $ 1,120,620 Borrowed Funds Total borrowings include federal funds purchased, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank (“FHLB”), borrowings from the Federal Reserve Discount Window, lines of credit with corresponding banks, subordinated notes and junior subordinated debentures and are classified on the Consolidated Balance Sheets as either short-term borrowings or long-term debt.
Shareholders’ Equity and Regulatory Matters Total shareholders’ equity of the Company was $2,678,318 and $2,297,383 at December 31, 2024 and 2023, respectively. Book value per share was $42.13 and $40.92 at December 31, 2024 and 2023, respectively.
Shareholders’ Equity and Regulatory Matters Total shareholders’ equity of the Company was $3,884,905 and $2,678,318 at December 31, 2025 and 2024, respectively. Book value per share was $41.05 and $42.13 at December 31, 2025 and 2024, respectively.
Performance Overview Net income was $195,457 for 2024 compared to $144,678 for 2023. Basic and diluted earnings per share (“EPS”) were $3.29 and $3.27, respectively, for 2024 compared to $2.58 and $2.56, respectively, for 2023. At December 31, 2024, total assets increased to $18,034,868 from $17,360,535 at December 31, 2023.
Performance Overview Net income was $181,272 for 2025 compared to $195,457 for 2024. Basic and diluted earnings per share (“EPS”) were $2.09 and $2.07, respectively, for 2025 compared to $3.29 and $3.27, respectively, for 2024. At December 31, 2025, total assets increased to $26,751,426 from $18,034,868 at December 31, 2024.
The following table presents the percentage of total average earning assets, by type and yield, for 2024 and 2023: Percentage of Total Yield 2024 2023 2024 2023 Loans held for investment 80.29 % 77.89 % 6.37 % 5.97 % Loans held for sale 1.43 1.18 6.06 6.51 Securities 13.34 17.23 2.06 1.97 Interest-bearing balances with banks 4.94 3.70 5.12 5.35 Total earning assets 100.00 % 100.00 % 5.73 % 5.26 % In 2024, interest income on loans held for investment, on a tax equivalent basis, increased $87,910 to $801,807 from $713,897 in 2023.
The following table presents the percentage of total average earning assets, by type and yield, for 2025 and 2024: Percentage of Total Yield 2025 2024 2025 2024 Loans held for investment 79.90 % 80.29 % 6.50 % 6.37 % Loans held for sale 1.19 1.43 6.16 6.06 Securities 15.08 13.34 3.18 2.06 Interest-bearing balances with banks 3.83 4.94 4.00 5.12 Total earning assets 100.00 % 100.00 % 5.90 % 5.73 % In 2025, interest income on loans held for investment, on a tax equivalent basis, increased $324,101 to $1,125,908 from $801,807 in 2024.
Also, there may be limits in the usefulness of these measures to readers of this document. As a result, the Company encourages readers to consider its consolidated financial statements and footnotes thereto in their entirety and not to rely on any single financial measure. 61
As a result, the Company encourages readers to consider its consolidated financial statements and footnotes thereto in their entirety and not to rely on any single financial measure.
The changes in our financial condition and results of operations from 2023 to 2024 were driven by a number of factors, the most prominent of which are highlighted below: Financial Highlights — In July 2024, the Company and The First Bancshares, Inc.
The changes in our financial condition and results of operations from 2024 to 2025 were driven by a number of factors, the most prominent of which are highlighted below: — On April 1, 2025, the Company completed its merger with The First.
Furthermore, more than 90% of available for sale securities have the explicit or implicit backing of the United States government. Performance of these securities has been in line with broader market price performance, indicating to management that increases in market-based, 37 risk free rates, and not credit-related factors, are the reason for the losses.
Performance of these securities has been in line with broader market price performance, indicating to management that increases in market-based, risk free rates, and not credit-related factors, are the reason for the losses.
The following table presents the taxable equivalent yield on securities for the periods presented: Twelve months ended December 31, 2024 2023 Taxable equivalent interest income on securities $ 43,129 $ 52,253 Average securities $ 2,090,019 $ 2,646,623 Taxable equivalent yield on securities 2.06 % 1.97 % Interest expense was $375,581 in 2024 compared to $277,992 in 2023.
The following table presents the taxable equivalent yield on securities for the periods presented: Twelve months ended December 31, 2025 2024 Taxable equivalent interest income on securities $ 103,812 $ 43,129 Average securities 3,269,125 2,090,019 Taxable equivalent yield on securities 3.18 % 2.06 % Interest expense was $458,290 in 2025 compared to $375,581 in 2024.
The charge-offs in 2024 were fully reserved for in the Company’s allowance for credit losses. Allowance for Credit Losses on Loans; Provision for Credit Losses on Loans . The allowance for credit losses is available to absorb credit losses inherent in the loans held for investment portfolio.
Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans. Allowance for Credit Losses on Loans; Provision for Credit Losses on Loans . The allowance for credit losses is available to absorb credit losses inherent in the loans held for investment portfolio.
Salaries and employee benefits is the largest component of noninterest expense and represented 61.47% and 64.09% of total noninterest expense at December 31, 2024 and 2023, respectively. During 2024, salaries and employee benefits increased $2,000, or 0.71%, to $283,768 as compared to $281,768 for 2023.
Salaries and employee benefits is the largest component of noninterest expense and represented 56.56% and 61.47% of total noninterest expense at December 31, 2025 and 2024, respectively. During 2025, salaries and employee benefits increased $84,795, or 29.88%, to $368,563 as compared to $283,768 for 2024.
Internal factors include balance sheet changes in volume and mix as well as loan and deposit pricing decisions. External factors include changes in market interest rates, competition and the shape of the interest rate yield curve. During 2024, the decline in net interest income and margin was primarily driven by the increase in the cost of deposits year over year.
Internal factors include balance sheet changes in volume and mix as well as loan and deposit pricing decisions. External factors include changes in market interest rates, competition and the shape of the interest rate yield curve.
The following table sets forth the daily average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or interest paid and the average yield or average rate on each such category for the years ended December 31, 2024, 2023 and 2022: 43 2024 2023 2022 Average Balance Interest Income/ Expense Yield/ Rate Average Balance Interest Income/ Expense Yield/ Rate Average Balance Interest Income/ Expense Yield/ Rate Assets Interest-earning assets: Loans held for investment (1) $ 12,579,143 $ 801,807 6.37 % $ 11,963,141 $ 713,897 5.97 % $ 10,677,995 $ 476,746 4.15 % Loans held for sale 224,734 13,614 6.06 % 181,253 11,807 6.51 % 203,981 9,212 4.52 % Securities: Taxable (2) 1,825,404 37,383 2.05 % 2,313,874 44,619 1.93 % 2,699,556 45,769 1.70 % Tax-exempt 264,615 5,746 2.17 % 332,749 7,634 2.29 % 401,960 9,636 2.40 % Total securities 2,090,019 43,129 2.06 % 2,646,623 52,253 1.97 % 3,101,516 55,405 1.79 % Interest-bearing balances with banks 772,274 39,557 5.12 % 568,155 30,375 5.35 % 846,768 8,853 1.05 % Total interest-earning assets 15,666,170 898,107 5.73 % 15,359,172 808,332 5.26 % 14,830,260 550,216 3.71 % Cash and due from banks 188,487 187,127 201,419 Intangible assets 1,006,665 1,012,239 967,018 Other assets 691,373 673,345 639,155 Total assets $ 17,552,695 $ 17,231,883 $ 16,637,852 Liabilities and shareholders’ equity Interest-bearing liabilities: Deposits: Interest-bearing demand (3) $ 7,254,646 $ 226,563 3.12 % $ 6,357,753 $ 138,730 2.18 % $ 6,420,905 $ 25,840 0.40 % Savings deposits 829,818 2,894 0.35 % 971,522 3,197 0.33 % 1,116,013 1,023 0.09 % Brokered deposits 237,164 12,942 5.46 % 697,699 36,039 5.17 % 23,634 1,072 — % Time deposits 2,466,906 104,193 4.22 % 1,874,224 54,365 2.90 % 1,310,398 7,273 0.56 % Total interest-bearing deposits 10,788,534 346,592 3.21 % 9,901,198 232,331 2.35 % 8,870,950 35,208 0.40 % Borrowed funds 566,332 28,989 5.12 % 890,765 45,661 5.13 % 624,887 25,304 4.05 % Total interest-bearing liabilities 11,354,866 375,581 3.31 % 10,791,963 277,992 2.58 % 9,495,837 60,512 0.64 % Noninterest-bearing deposits 3,509,958 3,979,951 4,760,432 Other liabilities 221,487 235,463 196,980 Shareholders’ equity 2,466,384 2,224,506 2,184,603 Total liabilities and shareholders’ equity $ 17,552,695 $ 17,231,883 $ 16,637,852 Net interest income/ net interest margin $ 522,526 3.34 % $ 530,340 3.45 % $ 489,704 3.31 % (1) Shown net of unearned income.
Net interest margin was 3.79% for 2025 as compared to 3.34% for 2024. 43 The following table sets forth the daily average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or interest paid and the average yield or average rate on each such category for the years ended December 31, 2025, 2024 and 2023: 2025 2024 2023 Average Balance Interest Income/ Expense Yield/ Rate Average Balance Interest Income/ Expense Yield/ Rate Average Balance Interest Income/ Expense Yield/ Rate Assets Interest-earning assets: Loans held for investment (1) $ 17,322,283 $ 1,125,908 6.50 % $ 12,579,143 $ 801,807 6.37 % $ 11,963,141 $ 713,897 5.97 % Loans held for sale 258,638 15,939 6.16 % 224,734 13,614 6.06 % 181,253 11,807 6.51 % Securities: Taxable (2) 2,872,476 90,117 3.14 % 1,825,404 37,383 2.05 % 2,313,874 44,619 1.93 % Tax-exempt 396,649 13,695 3.45 % 264,615 5,746 2.17 % 332,749 7,634 2.29 % Total securities 3,269,125 103,812 3.18 % 2,090,019 43,129 2.06 % 2,646,623 52,253 1.97 % Interest-bearing balances with banks 831,119 33,272 4.00 % 772,274 39,557 5.12 % 568,155 30,375 5.35 % Total interest-earning assets 21,681,165 1,278,931 5.90 % 15,666,170 898,107 5.73 % 15,359,172 808,332 5.26 % Cash and due from banks 283,651 188,487 187,127 Intangible assets 1,435,443 1,006,665 1,012,239 Other assets 960,071 691,373 673,345 Total assets $ 24,360,330 $ 17,552,695 $ 17,231,883 Liabilities and shareholders’ equity Interest-bearing liabilities: Deposits: Interest-bearing demand (3) $ 10,506,888 $ 288,114 2.74 % $ 7,254,646 $ 226,563 3.12 % $ 6,357,753 $ 138,730 2.18 % Savings deposits 1,179,131 3,560 0.30 % 829,818 2,894 0.35 % 971,522 3,197 0.33 % Brokered deposits — — — % 237,164 12,942 5.46 % 697,699 36,039 5.17 % Time deposits 3,182,324 120,879 3.80 % 2,466,906 104,193 4.22 % 1,874,224 54,365 2.90 % Total interest-bearing deposits 14,868,343 412,553 2.77 % 10,788,534 346,592 3.21 % 9,901,198 232,331 2.35 % Borrowed funds 951,134 45,737 4.81 % 566,332 28,989 5.12 % 890,765 45,661 5.13 % Total interest-bearing liabilities 15,819,477 458,290 2.90 % 11,354,866 375,581 3.31 % 10,791,963 277,992 2.58 % Noninterest-bearing deposits 4,769,403 3,509,958 3,979,951 Other liabilities 246,895 221,487 235,463 Shareholders’ equity 3,524,555 2,466,384 2,224,506 Total liabilities and shareholders’ equity $ 24,360,330 $ 17,552,695 $ 17,231,883 Net interest income/ net interest margin $ 820,641 3.79 % $ 522,526 3.34 % $ 530,340 3.45 % (1) Shown net of unearned income.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSEC Form 10-K A COPY OF THIS ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY DIRECTING A WRITTEN REQUEST TO: JOHN S. OXFORD, SENIOR VICE PRESIDENT AND CHIEF MARKETING OFFICER, RENASANT BANK, 204 S. BROADWAY, TUPELO, MISSISSIPPI, 38804. 62
Biggest changeSEC Form 10-K A COPY OF THIS ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY DIRECTING A WRITTEN REQUEST TO: JOHN S. OXFORD, SENIOR VICE PRESIDENT AND CHIEF MARKETING OFFICER, RENASANT BANK, 204 S. BROADWAY, TUPELO, MISSISSIPPI 38804. 63

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