grepcent / static financial knowledge base

RENASANT CORP (RNST)

CIK: 0000715072. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=715072. Latest filing source: 0000715072-26-000017.

Informational only - descriptive public-record data, not investment advice.

Business

Read RNST's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read RNST's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,262,259,000USD20252026-03-02
Net income181,272,000USD20252026-03-02
Assets26,751,426,000USD20252026-03-02

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000715072.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue329,138,000374,750,000461,854,000542,580,000498,132,000468,685,000541,810,000797,319,000887,777,0001,262,259,000
Net income90,930,00092,188,000146,920,000167,596,00083,651,000175,892,000166,068,000144,678,000195,457,000181,272,000
Diluted EPS2.171.962.792.881.483.122.952.563.272.07
Operating cash flow163,797,000207,042,00082,112,000163,623,00082,242,000142,659,000574,045,000148,553,000106,415,000271,471,000
Capital expenditures13,560,00013,047,00022,360,00034,966,00028,270,00020,516,00014,838,00021,634,00013,645,00033,720,000
Dividends paid29,734,00034,416,00043,614,00050,901,00050,134,00050,017,00049,991,00050,279,00053,727,00078,604,000
Share buybacks0.000.007,062,00062,944,00024,569,00021,315,0000.000.000.0013,336,000
Assets8,699,851,0009,829,981,00012,934,878,00013,400,618,00014,929,612,00016,810,311,00016,988,176,00017,360,535,00018,034,868,00026,751,426,000
Liabilities7,466,968,0008,314,998,00010,890,965,00011,274,929,00012,796,879,00014,600,458,00014,852,160,00015,063,152,00015,356,550,00022,866,521,000
Stockholders' equity1,232,883,0001,514,983,0002,043,913,0002,125,689,0002,132,733,0002,209,853,0002,136,016,0002,297,383,0002,678,318,0003,884,905,000
Cash and cash equivalents306,224,000281,453,000569,111,000414,930,000633,203,0001,877,965,000575,992,000801,351,0001,092,032,0001,070,718,000
Free cash flow150,237,000193,995,00059,752,000128,657,00053,972,000122,143,000559,207,000126,919,00092,770,000237,751,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin27.63%24.60%31.81%30.89%16.79%37.53%30.65%18.15%22.02%14.36%
Return on equity7.38%6.09%7.19%7.88%3.92%7.96%7.77%6.30%7.30%4.67%
Return on assets1.05%0.94%1.14%1.25%0.56%1.05%0.98%0.83%1.08%0.68%
Liabilities / equity6.065.495.335.306.006.616.956.565.735.89

Industry Peer Context

Each number-line places RNST against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

RNST Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.RNST Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%RNST 14.4%

ROE peer context

RNST ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.RNST ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%RNST 4.7%

ROA peer context

RNST ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.RNST ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%RNST 0.7%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

RNST FY2025 free cash flow bridge from reported figures.RNST FY2025 free cash flow bridge from reported figures.RNST free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$271.5MOperating cash flow-$33.7MCapex$237.8MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000715072-26-000017; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000715072-26-000017; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000715072-26-000017; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

RNST revenue, last 5 periods. Source: SEC companyfacts FY2025.RNST revenue, last 5 periods. Source: SEC companyfacts FY2025.RNST RevenueLatest point: FY2025 = $1.3BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

RNST net income, last 5 periods. Source: SEC companyfacts FY2025.RNST net income, last 5 periods. Source: SEC companyfacts FY2025.RNST Net incomeLatest point: FY2025 = $181.3MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

RNST diluted eps, last 5 periods. Source: SEC companyfacts FY2025.RNST diluted eps, last 5 periods. Source: SEC companyfacts FY2025.RNST Diluted EPSLatest point: FY2025 = $2.07/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

RNST operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.RNST operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.RNST Operating cash flowLatest point: FY2025 = $271.5MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

RNST capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.RNST capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.RNST Capital expendituresLatest point: FY2025 = $33.7MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

RNST dividends paid, last 5 periods. Source: SEC companyfacts FY2025.RNST dividends paid, last 5 periods. Source: SEC companyfacts FY2025.RNST Dividends paidLatest point: FY2025 = $78.6MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

RNST share buybacks, last 5 periods. Source: SEC companyfacts FY2025.RNST share buybacks, last 5 periods. Source: SEC companyfacts FY2025.RNST Share buybacksLatest point: FY2025 = $13.3MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

RNST assets, last 5 periods. Source: SEC companyfacts FY2025.RNST assets, last 5 periods. Source: SEC companyfacts FY2025.RNST AssetsLatest point: FY2025 = $26.8BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: Assets. Source concepts: us-gaap:Assets.

RNST liabilities, last 5 periods. Source: SEC companyfacts FY2025.RNST liabilities, last 5 periods. Source: SEC companyfacts FY2025.RNST LiabilitiesLatest point: FY2025 = $22.9BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

RNST stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.RNST stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.RNST Stockholders' equityLatest point: FY2025 = $3.9BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

RNST cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.RNST cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.RNST Cash and cash equivalentsLatest point: FY2025 = $1.1BSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

RNST free cash flow, last 5 periods. Source: SEC companyfacts FY2025.RNST free cash flow, last 5 periods. Source: SEC companyfacts FY2025.RNST Free cash flowLatest point: FY2025 = $237.8MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000715072-26-000017; filed 2026-03-02. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000715072.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.71reported discrete quarter
2022-Q32022-09-300.83reported discrete quarter
2023-Q12023-03-310.82reported discrete quarter
2023-Q22023-03-3146,078,000reported discrete quarter
2023-Q22023-06-30197,166,0000.51reported discrete quarter
2023-Q32023-06-3028,643,000reported discrete quarter
2023-Q32023-09-30205,677,0000.74reported discrete quarter
2023-Q42023-12-31210,431,00028,124,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31213,179,00039,409,0000.70reported discrete quarter
2024-Q22024-03-3139,409,000reported discrete quarter
2024-Q22024-06-30220,211,0000.69reported discrete quarter
2024-Q32024-06-3038,846,000reported discrete quarter
2024-Q32024-09-30229,043,0001.18reported discrete quarter
2024-Q42024-12-31225,344,00044,747,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31220,330,00041,518,0000.65reported discrete quarter
2025-Q22025-03-3141,518,000reported discrete quarter
2025-Q22025-06-30343,898,0000.01reported discrete quarter
2025-Q32025-06-301,018,000reported discrete quarter
2025-Q32025-09-30351,098,0000.63reported discrete quarter
2025-Q42025-12-31346,933,00078,948,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31338,120,00088,228,0000.94reported discrete quarter

Quarterly Charts

RNST quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.RNST quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.RNST Quarterly RevenueLatest point: 2026-Q1 = $338.1MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000715072-26-000046; filed 2026-05-07. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

RNST quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.RNST quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.RNST Quarterly Net incomeLatest point: 2026-Q1 = $88.2MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000715072-26-000046; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

RNST quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.RNST quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.RNST Quarterly Diluted EPSLatest point: 2026-Q1 = $0.94/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.75/share$1.50/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000715072-26-000046; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000715072-26-000046.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

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

(In Thousands, Except Share Data)

This Form 10-Q may contain or incorporate by reference statements regarding Renasant Corporation (referred to herein as the “Company”, “Renasant”, “we”, “our”, or “us”) that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects”, “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “may increase,” “may fluctuate,” “will likely result,” or similar expressions, or future or conditional verbs such as “will,” “should,” “would” and “could,” are generally forward-looking in nature and not historical facts. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements, and such differences may be material. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

Important factors currently known to management that could cause our actual results to differ materially from those in forward-looking statements include the following: (i) our ability to efficiently integrate acquisitions into our operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management (including the possibility that such cost savings will not be realized when expected, or at all, as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Company, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events); (ii) potential exposure to unknown or contingent risks and liabilities we have acquired or may acquire; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) our ability to remediate the material weakness in the Company’s internal control over financial reporting identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; (vi) competitive pressures in the consumer finance, commercial finance, financial services, asset management, retail banking, factoring, mortgage lending and auto lending industries; (vii) the financial resources of, and products available from, competitors; (viii) changes in laws and regulations as well as changes in accounting standards; (ix) changes in governmental and regulatory policy, whether applicable specifically to financial institutions or impacting the United States generally (such as, for example, changes in trade policy); (x) changes in the securities and foreign exchange markets; (xi) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xii) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment portfolio; (xiii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiv) changes in the sources and costs of the capital we use to make loans and otherwise fund our operations, due to deposit outflows, changes in the mix of deposits and the cost and availability of borrowings; (xv) general economic, market or business conditions, including the impact of inflation; (xvi) changes in demand for loan and deposit products and other financial services; (xvii) concentrations of deposit or credit exposure; (xviii) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xix) losses resulting from fraudulent activity, including loan and deposit fraud and social engineering attacks targeting our customers, employees and third party vendors; (xx) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses, including as a result of sophisticated attacks using artificial intelligence (“AI”) and similar tools; (xxi) civil unrest, natural disasters, epidemics and other catastrophic events in or near the Company’s geographic area; (xxii) geopolitical conditions, including acts or threats of terrorism and actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (xxiii) the impact, extent and timing of technological changes, including the rapid development of AI technologies; and (xxiv) other circumstances, many of which are beyond management’s control.

The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

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Table of Contents

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at March 31, 2026 compared to December 31, 2025.

Mergers and Acquisitions

On April 1, 2025 the Company completed its merger with The First Bancshares, Inc. (“The First”). At closing, The First merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, The First Bank merged with and into Renasant Bank (sometimes referred to as the “Bank”), with Renasant Bank the surviving banking corporation in the merger. For more information, including the fair value of assets acquired and liabilities assumed, see Note 2, “Mergers and Acquisitions,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements, in this report.

Assets

AssetsMarch 31, 2026December 31, 2025$ Change% Change
Cash and cash equivalents$1,216,980$1,070,718$146,26213.7%
Securities held to maturity, at amortized cost1,006,5111,030,073(23,562)(2.3)
Securities available for sale, at fair value2,809,6472,560,818248,8299.7
Loans held for sale, at fair value230,980265,959(34,979)(13.2)
Loans held for investment18,975,24819,047,039(71,791)(0.4)
Allowance for credit losses(295,862)(293,955)(1,907)0.6
Loans, net18,679,38618,753,084(73,698)(0.4)
Premises and equipment463,723465,141(1,418)(0.3)
Other real estate owned, net12,95415,191(2,237)(14.7)
Goodwill1,406,6671,405,8408270.1
Other intangible assets, net138,392146,612(8,220)(5.6)
Bank-owned life insurance494,874492,5412,3330.5
Mortgage servicing rights, net64,85065,271(421)(0.6)
Other assets582,310480,178102,13221.3
Total assets$27,107,274$26,751,426$355,8481.3%

Investments

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and certain types of borrowings. The securities portfolio also serves as an outlet to deploy excess liquidity and generate interest income rather than hold excess funds as cash. The following table shows the carrying value of our securities portfolio by investment type and the percentage of such investment type relative to the entire securities portfolio as of the dates presented:

March 31, 2026December 31, 2025
BalancePercentage of PortfolioBalancePercentage of Portfolio
Obligations of states and political subdivisions$553,15214.49%$552,20915.38%
Mortgage-backed securities2,884,52475.592,642,94673.60
Other debt securities378,5149.92395,76811.02
$3,816,190100.00%$3,590,923100.00%
Allowance for credit losses - held to maturity securities(32)(32)
Securities, net of allowance for credit losses$3,816,158$3,590,891

The Company purchased $378,991 and $175,815 in investment securities during the three months ended March 31, 2026 and 2025, respectively. The merger with The First contributed approximately $1,457,377 to the securities portfolio at April 1, 2025.

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Proceeds from maturities, calls and principal payments on securities during the first three months of 2026 totaled $141,463. Proceeds from the maturities, calls and principal payments on securities during the first three months of 2025 totaled $56,789. No gain or loss on sales of securities was recorded in the first quarter of 2026 or 2025.

During the third quarter of 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio as the Company has the intent and ability to hold these securities until their maturity. The related net unrealized losses of $99,675 (after tax losses of $74,307) 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 March 31, 2026, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $38,482. No gains or losses were recognized at the time of transfer.

For more information about the Company’s security portfolio, see Note 3, “Securities,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements, in this report.

Loans Held for Sale

Mortgage loans to be sold are sold either on a “best efforts” basis or under a mandatory delivery sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored agencies, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. The risk we assume is conditioned upon loan underwriting and market condi

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

ITEM 7. 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.

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 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. As of the effective date of the merger, The First operated 116 locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida, and had $7,572,811 in assets, $5,173,334 in loans and $6,449,393 in deposits, net of purchase accounting adjustments.
In October 2025, the Company redeemed $60,000 in subordinated notes assumed as part of the merger with The First.
The Company repurchased, at an average price of $34.29, 388,940 shares of its common stock in the fourth quarter of 2025 as part of its publicly-announced stock repurchase program.
Net interest income increased $291,773 to $803,969 for 2025 as compared to $512,196 for 2024. The increase from 2024 to 2025 was primarily due to the addition of The First’s loan portfolio and strong organic loan growth in 2025.
Net charge-offs as a percentage of average loans were 0.15% and 0.06% in 2025 and 2024, respectively. The Company recorded a provision for credit losses on loans of $107,457 in 2025 as compared to a provision for credit losses on loans of $9,273 in 2024. This increase is primarily due to the Day 1 provision recognized in the merger with The First and strong organic loan growth in 2025.
Noninterest income was $181,880 for 2025 compared to $203,660 for 2024. The decrease in noninterest income is primarily attributable to the elevated level of noninterest income in 2024 from the sale of Renasant Insurance, Inc. that resulted in a pre-tax gross gain on sale of $53,349, offset by fee and other noninterest income generated from the operations acquired in the merger with The First.
Noninterest expense was $651,660 and $461,618 for 2025 and 2024, respectively. The increase in noninterest expense is primarily attributable to the additional operations and merger and conversion-related expenses in connection with the Company’s merger with The First.
Loans held for investment, net of unearned income, were $19,047,039 at December 31, 2025 compared to $12,885,020 at December 31, 2024. The Company acquired $5,173,334 of loans from the merger with The First.
Deposits totaled $21,473,070 at December 31, 2025 compared to $14,572,612 at December 31, 2024. The Company assumed $6,449,393 of deposits from the merger with The First.

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A historical look at key performance indicators is presented below.

202520242023
Diluted EPS$2.07$3.27$2.56
Adjusted Diluted EPS(1)$3.06$2.76$3.15
Net Interest Margin3.79%3.34%3.45%
Adjusted Net Interest Margin(1)3.57%3.31%3.42%
Shareholders’ Equity to Assets14.52%14.85%13.23%
Tangible Shareholders’ Equity to Tangible Assets(1)9.26%9.84%7.87%
Return on Average Assets0.74%1.11%0.84%
Adjusted Return on Average Assets(1)1.10%0.94%1.03%
Return on Average Tangible Assets(1)0.88%1.20%0.92%
Return on Average Shareholders’ Equity5.14%7.92%6.50%
Return on Average Tangible Common Equity(1)9.65%13.63%12.29%
Adjusted Return on Average Tangible Common Equity(1)13.79%11.55%15.02%
Efficiency Ratio65.00%63.57%68.33%
Adjusted Efficiency Ratio(1)57.46%66.30%63.48%

(1) These performance indicators are non-GAAP financial measures. A reconciliation of these financial measures from GAAP to non-GAAP as well as an explanation of why the Company provides these non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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. We monitor the status of proposed and newly issued accounting standards to evaluate the impact (or potential impact) on our financial condition and results of operations or on the preparation of our financial statements. Our accounting policies, including the impact of newly issued accounting standards, are discussed in detail in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. The following discussion supplements the discussion of our significant accounting policies in the financial statements.

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. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”; ASC 326 is also referred to herein as “CECL”). The discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report provides more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses. 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. Additionally, banking regulators periodically review our allowance for credit losses and may require us to recognize adjustments to the allowance based on their subjective judgment of information available to them at the time of their examination. Management evaluates the adequacy of the allowance for credit losses on a quarterly basis.

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.”

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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 accounting for acquisitions, including the estimates and assumptions, and uncertainties underlying such estimates and assumptions, please refer to the information under the heading “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Additional details about loans acquired in connection with our acquisitions is set forth below under the heading “Risk Management – Credit Risk and Allowance for Credit Losses for Loans and Unfunded Commitments.”

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at December 31, 2025 compared to December 31, 2024. Total assets were $26,751,426 at December 31, 2025 compared to $18,034,868 at December 31, 2024. The acquisition of The First increased total assets by $7,572,811 at April 1, 2025.

Mergers and Acquisitions

On April 1, 2025 the Company completed its merger with The First. At closing, The First merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, The First Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. For more information, including the fair value of assets acquired and liabilities assumed, see Note 2, “Mergers and Acquisitions,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Securities

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and other types of borrowings. The securities portfolio also serves as an outlet to deploy excess liquidity rather than hold such excess funds as cash. The following table shows the carrying value of our securities portfolio by investment type and the percentage of such investment type relative to the entire securities portfolio at December 31:

20252024
Balance% of PortfolioBalance% of Portfolio
Obligations of states and political subdivisions$552,20915.38$302,59615.46
Mortgage-backed securities2,642,94673.601,472,91875.26
Other debt securities395,76811.02181,6439.28
$3,590,923100.00%$1,957,157100.00%
Allowance for credit losses - held to maturity securities(32)(32)
Securities, net of allowance for credit losses$3,590,891$1,957,125

During 2025, the Company acquired $1,457,377 in investment securities in connection with its merger with The First. Investment securities purchased during 2025 totaled $1,201,061, which was funded partly by the sale and reinvestment of $686,485 of securities acquired in the merger, and the remainder by the reinvestment of cash flows from securities. Mortgage-backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprised the majority of such purchases. CMOs are included in the “Mortgage-backed securities” line item in the above table. The mortgage-backed securities and CMOs held in our investment portfolio are issued by government sponsored entities. Proceeds from the sale of securities in 2025 total $686,485, all of which reflects proceeds from the sale of a portion of the securities portfolio acquired in the acquisition of The First, which were sold at carrying value. During 2025, proceeds from maturities and calls of securities totaled $413,319, and such proceeds were primarily used to fund loan growth.

During 2024, we purchased $174,229 in investment securities, with mortgage-backed securities and CMOs, in the aggregate, comprising the majority of such purchases. Proceeds from the sale of securities in 2024 totaled $177,185, which the Company had the intent to sell as of December 31, 2023, and therefore recognized a non-credit related impairment loss of $19,352 in 2023 in addition to losses on sales of securities earlier in the year of $22,438. 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.

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In 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio. 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 held to maturity securities is evaluated on a quarterly basis. Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical default rates, investment grades, current conditions, and reasonable and supportable forecasts about the future. At December 31, 2025 and 2024, the allowance for credit losses on held to maturity securities was $32.

At December 31, 2025, unrealized losses of $96,559 were recorded on available for sale investment securities with a carrying value of $1,051,213. At December 31, 2024, unrealized losses of $138,608 were recorded on available for sale securities with a carrying value of $701,844. It is not more likely than not that the Company will be required to sell any security in the investment portfolio prior to the recovery of its amortized cost basis, which may be maturity. Furthermore, more than 90% of available for sale securities have the explicit or implicit backing of the United States government or a guarantee from a government sponsored entity that has perceived credit risk the same as 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, risk free rates, and not credit-related factors, are the reason for the losses. For municipal and corporate securities, the Company considers historical experience with credit sensitive securities, current market conditions, the financial health of the issuer, current credit ratings, ratings changes and outlook, explicit and implicit guarantees, and/or insurance programs when determining the fair value of the contractual cash flows. 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).

The following table sets forth the scheduled maturity distribution and weighted average yield based on the amortized cost of the debt securities in our investment portfolio as of December 31, 2025.

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Amortized CostYield
Held to Maturity:
Obligations of states and political subdivisions
Maturing within one year$2156.05%
Maturing after one year through five years9,7340.90%
Maturing after five years through ten years179,8641.66%
Maturing after ten years89,6111.90%
Residential mortgage-backed securities not due at a single maturity date:
Agency mortgage backed securities323,9931.88%
Collateralized mortgage obligations320,2581.87%
Commercial mortgage-backed securities not due at a single maturity date:
Agency mortgage backed securities16,9381.80%
Collateralized mortgage obligations42,0791.75%
Other debt securities not due at a single maturity date:47,4132.70%
Available for Sale:
Obligations of states and political subdivisions
Maturing within one year or less10,3234.56%
Maturing after one year through five years48,5824.92%
Maturing after five years through ten years101,8564.36%
Maturing after ten years105,7925.29%
Other debt securities
Maturing within one year or less%
Maturing after one year through five years23,6435.73%
Maturing after five years through ten years26,1515.55%
Maturing after ten years%
Residential mortgage-backed securities not due at a single maturity date:
Agency mortgage backed securities793,1544.21%
Collateralized mortgage obligations706,9863.19%
Commercial mortgage-backed securities not due at a single maturity date:
Agency mortgage backed securities100,3144.30%
Collateralized mortgage obligations419,3563.39%
Other debt securities not due at a single maturity date:299,3383.87%
$3,665,6003.35%

In the table above, weighted average yields on tax-exempt obligations have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%. These yields were calculated using coupon interest for December 2025, adjusted for discount accretion and premium amortization, where applicable.

For more information about the Company’s securities, see Note 3, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored entities, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. 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

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specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within 30-40 days after the loan is funded. 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. Loans held for sale fluctuates based on mortgage production volume.

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. During 2025, the Company acquired $5,196,181 of loans held for investment as part of its merger with The First.

The tables below set forth the balance of loans outstanding by loan type and the percentage of loans, by category, to total loans at December 31:

20252024
Total LoansPercentage of Total LoansTotal LoansPercentage of Total Loans
Commercial and industrial$2,818,32614.79%$1,976,28615.34%
Construction and land development
Residential382,7732.01%256,6611.99%
Other1,522,8638.00%1,065,1488.27%
Total construction and land development1,905,63610.01%1,321,80910.26%
Real estate – 1-4 family mortgage:
First lien3,844,09720.18%2,805,69321.77%
Junior lien52,9430.28%25,4410.20%
Home equity737,9933.87%544,1604.22%
Total real estate – 1-4 family mortgage4,635,03324.33%3,375,29426.19%
Commercial real estate - owner occupied3,334,66417.51%1,894,67914.70%
Commercial real estate - non-owner occupied
Multi family1,392,7797.31%985,0377.64%
Other4,852,70125.48%3,241,90125.17%
Total commercial real estate - non-owner occupied6,245,48032.79%4,226,93832.81%
Consumer107,9000.57%90,0140.70%
Total loans, net of unearned income$19,047,039100.00%$12,885,020100.00%

The following table sets forth loans held for investment, net of unearned income, outstanding at December 31, 2025, which, based on remaining contractually-scheduled repayments of principal, are due in the periods indicated. Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial maturity when credit conditions remain satisfactory. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported below as due in one year or less. See “Risk Management – Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments” in this Item 7 for information regarding the risk elements applicable to, and a summary of our loan loss experience with respect to, the loans in each of the categories listed below.

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One Year or LessAfter One Year Through Five YearsAfter Five Years Through Fifteen YearsAfter Fifteen YearsTotal
Commercial and industrial1,881,404765,213169,5672,1422,818,326
Construction and land development
Residential276,81717,02035,05253,884382,773
Other1,187,542272,64759,1503,5241,522,863
Total construction and land development1,464,359289,66794,20257,4081,905,636
Real estate – 1-4 family mortgage:
First lien498,6291,014,722876,3111,454,4353,844,097
Junior lien22,53421,2319,1433552,943
Home equity707,92527,8092,18970737,993
Total real estate – 1-4 family mortgage1,229,0881,063,762887,6431,454,5404,635,033
Commercial real estate - owner occupied1,466,1251,296,159537,03035,3503,334,664
Commercial real estate - non-owner occupied
Multi family1,119,440235,32534,9473,0671,392,779
Other2,749,6581,753,421346,3963,2264,852,701
Total commercial real estate - non-owner occupied3,869,0981,988,746381,3436,2936,245,480
Consumer43,33556,8607,444261107,900
Total loans, net of unearned income$9,953,409$5,460,407$2,077,229$1,555,994$19,047,039

Loan concentrations are considered to exist when there are loans to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2025, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above. Non-owner occupied commercial real estate loans were the largest concentration and comprised 32.79% of total loans at December 31, 2025. The following table provides additional detail, broken down by collateral type, about loan segments within the non-owner occupied commercial real estate loan category as of the date presented.

December 31, 2025
BalanceAverage Loan SizePercentage of Total LoansWeighted-Average Loan-to-ValuePercentage 30-89 Days Past DuePercentage Non-performing
Hotels$723,192$4,4643.80%53%%%
Self Storage576,3713,0503.0354
Multi-Family1,392,8722,6287.31530.06
Office - Medical394,0981,9322.0753
Office - Non-Medical462,9708992.43550.106.72
Retail1,316,1831,3396.91550.140.02
Senior Housing301,5985,4841.58580.373.71
Warehouse/Industrial904,6722,3204.75510.85
Other173,5241,2050.91540.29
Total non-owner occupied commercial mortgage term loans$6,245,480$1,96932.79%54%0.19%0.69%

Note: Weighted-average loan-to-value is calculated using the most recent appraisal available.

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The following table sets forth the fixed and variable rate loans maturing or scheduled to reprice after one year as of December 31, 2025:

Interest Sensitivity
Fixed RateVariable Rate
Commercial and industrial$785,832$151,090
Construction and land development
Residential73,78132,175
Other264,06271,259
Total construction and land development337,843103,434
Real estate – 1-4 family mortgage:
First lien1,815,8021,529,666
Junior lien21,2299,180
Home equity11,57118,497
Total real estate – 1-4 family mortgage1,848,6021,557,343
Commercial real estate - owner occupied1,662,135206,404
Commercial real estate - non-owner occupied
Multi family198,63974,700
Other1,869,694233,349
Total commercial real estate - non-owner occupied2,068,333308,049
Consumer63,2961,269
Total loans, net of unearned income$6,766,041$2,327,589

Deposits

The Company relies on deposits as its major source of funds. Total deposits were $21,473,070 and $14,572,612 at December 31, 2025 and 2024, respectively. Noninterest-bearing deposits were $5,043,960 and $3,403,981 at December 31, 2025 and 2024, respectively, while interest-bearing deposits were $16,429,110 and $11,168,631 at December 31, 2025 and 2024, respectively. The Company did not hold any brokered deposits at December 31, 2025 or December 31, 2024. The merger with The First increased total deposits at April 1, 2025 by $6,449,393, which consisted of $1,787,866 and $4,661,528 of noninterest-bearing deposit and interest-bearing deposits, respectively.

Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits). Noninterest-bearing deposits increased to 23.49% of total deposits at December 31, 2025, as compared to 23.36% of total deposits at December 31, 2024, due to the assumption of noninterest-bearing deposits in connection with our acquisition of The First, offset by such deposits moving to other types of deposits or financial products bearing higher interest rates. 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). The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin as well as business opportunities that may accompany deposits we acquire. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Public fund deposits may be readily obtained based on the Company’s pricing bid in comparison with competitors. Public fund deposits may fluctuate as competitive and market forces change because these deposits are obtained through a bid process. Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable. 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.

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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. Public fund deposits in excess of the FDIC insurance limit but that were collateralized by pledged securities in the Company’s investment portfolio and letters of credit backed by the Federal Home Loan Bank of Dallas totaled $1,732,787 and $1,147,450, respectively. 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 Months456,490
Over Six through Twelve Months151,816
Over 12 Months46,185
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. 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. The weighted-average interest rates on outstanding advances at December 31, 2025 and 2024 were 3.75% and 4.63%, respectively. The Company assumed $298,250 of FHLB advances as a result of its merger with The First. The following table presents our short-term borrowings by type at December 31:

20252024
Security repurchase agreements$5,774$8,018
Short-term borrowings from the FHLB550,000100,000
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. The Company assumed $95,262 of subordinated notes and $25,653 of junior subordinated debentures as a result of its merger with The First, and on October 1, 2025, the Company redeemed $60,000 of the assumed subordinated notes. The following table presents our long-term debt by type at December 31:

20252024
Junior subordinated debentures$140,632$113,916
Subordinated notes359,124316,698
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. 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. The subordinated notes qualify as Tier 2 capital under the current regulatory guidelines.

Finally, the Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors. The trusts used the proceeds from the issuance of their preferred capital securities and common securities (collectively referred to as “capital securities”) to buy floating rate junior subordinated debentures issued by the Company (or by companies that the Company subsequently acquired). The debentures are the trusts’ only assets and interest payments from the debentures finance the distributions paid on the capital securities.

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For more information about the terms and conditions of the Company’s junior subordinated debentures and subordinated notes, see Note 12, “Long-Term Debt,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Results of Operations

Net Income

Net income for the year ended December 31, 2025 was $181,272 compared to net income of $195,457 for the year ended December 31, 2024. Basic earnings per share for the year ended December 31, 2025 was $2.09 as compared to $3.29 for the year ended December 31, 2024. Diluted earnings per share for the year ended December 31, 2025 was $2.07 as compared to $3.27 for the year ended December 31, 2024. As described throughout this section, the Company’s acquisition of The First on April 1, 2025 had a significant impact on our results of operations for 2025.

From time to time, the Company incurs expenses and charges in connection with certain transactions with respect to which management is unable to accurately predict when these expenses or charges will be incurred or, when incurred, the amount of such expenses or charges. The following table presents the impact of these expenses and charges on reported EPS for the dates presented.

Twelve Months Ended December 31,
20252024
Pre-taxAfter-taxImpact to Diluted EPSPre-taxAfter-taxImpact to Diluted EPS
Gain on sale of MSR$1,467$1,102$0.01$3,724$2,793$0.05
Gain on sale of insurance agency53,34938,9510.65
Merger and conversion expenses(49,331)(37,620)(0.43)(13,349)(11,395)(0.19)
Day 1 acquisition provision(66,612)(50,026)(0.57)

Net Interest Income

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 81.86% of total net revenue in 2025. Total net revenue consists of net interest income on a fully taxable equivalent basis and noninterest income. Changes in net interest income are driven by fluctuations in the volume, mix and repricing of assets and liabilities.

As discussed below, net interest income increased 56.97% to $803,969 for 2025 compared to $512,196 in 2024. On a tax equivalent basis, net interest income increased $298,115 to $820,641 in 2025 as compared to $522,526 in 2024. Net interest margin was 3.79% for 2025 as compared to 3.34% for 2024.

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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:

202520242023
Average BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ Rate
Assets
Interest-earning assets:
Loans held for investment(1)$17,322,283$1,125,9086.50%$12,579,143$801,8076.37%$11,963,141$713,8975.97%
Loans held for sale258,63815,9396.16%224,73413,6146.06%181,25311,8076.51%
Securities:
Taxable(2)2,872,47690,1173.14%1,825,40437,3832.05%2,313,87444,6191.93%
Tax-exempt396,64913,6953.45%264,6155,7462.17%332,7497,6342.29%
Total securities3,269,125103,8123.18%2,090,01943,1292.06%2,646,62352,2531.97%
Interest-bearing balances with banks831,11933,2724.00%772,27439,5575.12%568,15530,3755.35%
Total interest-earning assets21,681,1651,278,9315.90%15,666,170898,1075.73%15,359,172808,3325.26%
Cash and due from banks283,651188,487187,127
Intangible assets1,435,4431,006,6651,012,239
Other assets960,071691,373673,345
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$288,1142.74%$7,254,646$226,5633.12%$6,357,753$138,7302.18%
Savings deposits1,179,1313,5600.30%829,8182,8940.35%971,5223,1970.33%
Brokered deposits%237,16412,9425.46%697,69936,0395.17%
Time deposits3,182,324120,8793.80%2,466,906104,1934.22%1,874,22454,3652.90%
Total interest-bearing deposits14,868,343412,5532.77%10,788,534346,5923.21%9,901,198232,3312.35%
Borrowed funds951,13445,7374.81%566,33228,9895.12%890,76545,6615.13%
Total interest-bearing liabilities15,819,477458,2902.90%11,354,866375,5813.31%10,791,963277,9922.58%
Noninterest-bearing deposits4,769,4033,509,9583,979,951
Other liabilities246,895221,487235,463
Shareholders’ equity3,524,5552,466,3842,224,506
Total liabilities and shareholders’ equity$24,360,330$17,552,695$17,231,883
Net interest income/ net interest margin$820,6413.79%$522,5263.34%$530,3403.45%

(1)Shown net of unearned income.

(2)U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which we operate.

(3)Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

The daily average balances of nonaccruing assets are included in the foregoing table. 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. 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 addition of The First’s loan portfolio and strong organic loan growth in 2025 were the largest contributing factors to the increase in net interest income for the year ended December 31, 2025, as compared to 2024. Lower interest rates and the addition of The First’s deposits generated a positive impact to both the cost and mix of our funding sources. The Company has continued its efforts to mitigate increases in the cost of funding due to competition or otherwise through maintaining noninterest-bearing deposits and staying disciplined yet competitive in pricing on interest-bearing deposits in the current rate environment.

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The following table sets forth a summary of the changes in interest earned, on a tax equivalent basis, and interest paid resulting from changes in volume and rates for the Company for the years indicated. 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). The changes attributable to the combined impact of yield/rate and volume have been allocated on a pro-rata basis using the absolute ratio value of amounts calculated.

2025 Compared to 20242024 Compared to 2023
VolumeRateNetVolumeRateNet
Interest income:
Loans$307,460$16,641$324,101$37,847$50,063$87,910
Loans held for sale2,0342912,3252,679(872)1,807
Securities:
Taxable27,36725,36752,734(9,871)2,635(7,236)
Tax-exempt3,6434,3067,949(1,497)(391)(1,888)
Interest-bearing balances with banks2,845(9,130)(6,285)10,503(1,321)9,182
Total interest-earning assets343,34937,475380,82439,66150,11489,775
Interest expense:
Interest-bearing demand deposits91,757(30,206)61,55121,65166,18287,833
Savings deposits1,117(451)666(486)183(303)
Brokered deposits(12,942)(12,942)(25,025)1,928(23,097)
Time deposits27,850(11,164)16,68620,40229,42649,828
Borrowed funds18,602(1,854)16,748(17,553)881(16,672)
Total interest-bearing liabilities126,384(43,675)82,709(1,011)98,60097,589
Change in net interest income$216,965$81,150$298,115$40,672$(48,486)$(7,814)

Interest income, on a tax equivalent basis, was $1,278,931 for 2025 compared to $898,107 for 2024, an increase of $380,824. The following table presents the percentage of total average earning assets, by type and yield, for 2025 and 2024:

Percentage of TotalYield
2025202420252024
Loans held for investment79.90%80.29%6.50%6.37%
Loans held for sale1.191.436.166.06
Securities15.0813.343.182.06
Interest-bearing balances with banks3.834.944.005.12
Total earning assets100.00%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. This increase was primarily due to a $4,743,140 increase in our average balance of loans to $17,322,283 in 2025 from $12,579,143 in 2024, bolstered by a continued mix shift from the repricing of maturing fixed rate lower yielding assets into higher yielding assets. The increase in our average balance of loans was driven largely by the addition of $5,173,334 in loans acquired in the merger with The First, coupled with strong organic loan growth during 2025.

The impact from interest income collected on problem loans and purchase accounting adjustments on purchased loans to total interest income on loans, loan yield and net interest margin is shown in the table below for the periods presented:

Twelve months ended December 31,
20252024
Net interest income collected on problem loans$7,236$770
Accretable yield recognized on purchased loans48,8863,402
Total impact to interest income on loans$56,122$4,172
Impact to total loan yield0.32%0.03%
Impact to net interest margin0.22%0.01%

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Interest income on loans held for sale, on a tax equivalent basis, increased $2,325 to $15,939 in 2025 from $13,614 in 2024, due to both an increase in average balances during 2025 and an increase in the yield on loans held for sale during the year.

In 2025, investment income, on a tax equivalent basis, increased $60,683 to $103,812 from $43,129 in 2024, primarily due to the acquisition of The First’s investment portfolio, as well as the increase in yield from the sale or maturity of lower yielding securities. The following table presents the taxable equivalent yield on securities for the periods presented:

Twelve months ended December 31,
20252024
Taxable equivalent interest income on securities$103,812$43,129
Average securities3,269,1252,090,019
Taxable equivalent yield on securities3.18%2.06%

Interest expense was $458,290 in 2025 compared to $375,581 in 2024. 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 TotalCost of Funds
2025202420252024
Noninterest-bearing demand23.16%23.61%%%
Interest-bearing demand51.0348.802.743.12
Savings5.735.580.300.35
Brokered deposits1.605.46
Time deposits15.4616.603.804.22
Borrowed funds4.623.814.815.12
Total deposits and borrowed funds100.00%100.00%2.23%2.53%

Interest expense on deposits was $412,553 and $346,592 for 2025 and 2024, respectively. The cost of total deposits was 2.10% and 2.42% for the years ending December 31, 2025 and 2024, respectively. The cost of interest-bearing deposits was 2.77% and 3.21% for the same respective periods. The increase in deposit expense and decrease in cost is attributable to the acquisition of The First’s deposits. The cost of total deposits was also affected by the Federal Reserve’s rate cuts during the second halves of 2024 and 2025. The payoff of higher costing brokered deposits in 2024 has also helped lower our total deposit cost. The Company has continued its efforts to maintain non-interest bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous or otherwise deemed advisable due to market conditions.

Interest expense on total borrowings was $45,737 and $28,989 for the years ending December 31, 2025 and 2024, respectively, while the cost of total borrowings was 4.81% and 5.12% for the years ended December 31, 2025 and 2024, respectively. The increase in interest expense on borrowings is due to higher average short-term borrowings and the additional subordinated notes and other long-term borrowings added as a result of the merger with The First.

A more detailed discussion of the cost of our funding sources is set forth below under the heading “Liquidity and Capital Resources” in this item.

Noninterest Income

Noninterest Income to Average Assets
20252024
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. 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. Noninterest income was $181,880 for the year ended December 31, 2025, a decrease of $21,780, or 10.69%, as compared to $203,660 for 2024. The decrease in noninterest income year-over-year, both in amount and as a percentage of our total net revenue, was primarily due to the elevated level of noninterest income in 2024 resulting from the gain on sale of

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the Company’s insurance agency of $53,349, somewhat offset by additional income associated with the acquisition of The First’s operations.

Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees. Service charges on deposit accounts were $51,933 and $41,779 for the twelve months ended December 31, 2025 and 2024, respectively. 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. 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.

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. 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 the type of account. The Financial Services division provides specialized products and services to our customers, which include fixed and variable annuities, mutual funds, and stocks offered through a third party provider. 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.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. 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. In 2025, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $7,886 for a pre-tax gain of $1,467. In 2024, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $19,539 for a pre-tax gain of $3,472.

The following table presents the components of mortgage banking income included in noninterest income at December 31:

20252024
Gain on sales of loans, net(1)$20,329$16,612
Fees, net12,07710,216
Mortgage servicing income, net(2)4,9459,548
Mortgage banking income, net$37,351$36,376

(1) Gain on sales of loans, net includes pipeline fair value adjustments

(2) Mortgage servicing income, net includes gain on sale of mortgage servicing rights

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds. BOLI income increased to $14,244 in 2025 as compared to $11,567 in 2024.

Other noninterest income was $27,355 for 2025 compared to $15,311 for 2024. Other noninterest income includes income from our SBA banking division, our capital markets division and other miscellaneous income and can fluctuate based on production within our SBA and capital markets divisions and recognition of other seasonal income items.

Noninterest Expense

Noninterest Expense to Average Assets
20252024
2.68%2.63%

Noninterest expense was $651,660 and $461,618 for 2025 and 2024, respectively.

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. The increase in salaries and employee benefits is primarily attributable to the addition of The First’s employees, and to a lesser extent to annual merit increases implemented in April 2025.

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Compensation expense recorded in connection with awards of restricted stock, which is included within salaries and employee benefits, was $15,015 and $12,736 for 2025 and 2024, respectively. A portion of the restricted stock awards in both years was subject to the satisfaction of performance-based conditions.

Data processing costs increased $4,674 to $20,704 in 2025 from $16,030 in 2024. The increase in data processing costs is attributable to the acquisition of The First and the cost associated with operating two core systems until conversion in August 2025. 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. The increase in net occupancy and equipment expense is primarily due to the additional locations and assets attributable to the merger with The First.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with managing changes to banking and governmental regulation. Professional fees were $14,869 for 2025 as compared to $12,418 for 2024.

Advertising and public relations expense was $18,355 for 2025, an increase of $2,145 compared to $16,210 for 2024. During 2025 and 2024, the Company contributed approximately $1,125 and $1,255, respectively, to charitable organizations and government economic development programs, which contributions are included in our advertising and public relations expense, and for which the Company received a dollar-for-dollar tax credit.

Amortization of intangible assets totaled $27,103 for 2025 compared to $4,691 for 2024. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. The increase for 2025 is primarily due to the addition of the core deposit intangible associated with our merger with The First. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately 1 year to 10 years.

Communication expenses are those expenses incurred for communication to clients and between employees. Communication expenses were $13,665 for 2025 as compared to $8,379 for 2024. The increase in communication costs is attributable to the acquisition of The First and the cost associated with additional clients and employees.

Merger and conversion related expenses totaled $49,331 and $13,349 in 2025 and 2024, respectively. These expenses are primarily related to the completed acquisition of The First in April 2025. A portion of the expense in 2024 is also related to the sale of Renasant Insurance, Inc.

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. 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.

Efficiency Ratio

Efficiency Ratio
20252024
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. 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 gain on sale of the insurance agency that occurred in the third quarter of 2024 resulted in a significant enhancement to our efficiency ratio for 2024, while merger and conversion expenses associated with the acquisition of The First negatively impacted our efficiency ratio for 2025. 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. The effective tax rates for those years were 20.05% and 20.21%, respectively.

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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax provisions, was signed into law in the U.S. While we expect to take advantage of certain provisions of this legislation, such as the reinstatement of 100% first year bonus depreciation, the OBBBA is not expected to have a material impact on the Company’s income tax expense.

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. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the next subsection under the heading “Liquidity and Capital Resources.”

Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments

Management of Credit Risk. Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. Credit risk is monitored and managed on an ongoing basis by a credit administration department, a problem asset resolution committee and the Board of Directors Credit Review Committee. Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees. 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. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Loan review personnel monitor and, if necessary, adjust the grades assigned to loans through periodic examination, focusing their review on commercial and real estate loans rather than consumer and small balance consumer mortgage loans, such as 1-4 family mortgage loans.

In compliance with loan policy, the lending staff is given lending limits based on their knowledge and experience. In addition, each lending officer’s prior performance is evaluated for credit quality and compliance as a tool for establishing and enhancing lending limits. Before funds are advanced on consumer and commercial loans below certain dollar thresholds, loans are reviewed and scored using centralized underwriting methodologies. Loan quality, or “risk-rating,” grades are assigned based upon certain factors, which include the scoring of the loans. This information is used to assist management in monitoring credit quality. 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. Loan grades range from 10 to 95, with 10 rated loans having the least credit risk. For more information about the Company’s loan grades, see the information under the heading “Credit Quality” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Management monitors loans that are past due or those that have been downgraded and are considered special mention or substandard due to a decline in the collateral value or cash flow of the debtor. Management adjusts loan grades accordingly with final approval by loan review. The problem asset resolution committee and the Board of Directors Credit Review Committee provide oversight of the management of past due and downgraded loans. Information about past due, special mention and substandard loans 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 or a deed in lieu of foreclosure initiated. Foreclosed real estate collateral is classified as other real estate owned. The real estate is marketed and sold by realtors engaged by the Bank with fees associated with the foreclosure, maintenance and marketing of the real estate being deducted from the sales price. The purchase price is applied to the outstanding other real estate owned balance. If the other real estate owned balance is greater than the sales proceeds, the deficient balance is sent to the Credit Review Committee for charge-off approval. The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified. These charge-offs reduce the allowance for credit losses on loans. 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. 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

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allowance. Management evaluates the adequacy of the allowance on a quarterly basis. For an in-depth discussion of our accounting policies and our methodology for determining the appropriate level of the allowance for credit losses, please refer to the information in the “Critical Accounting Policies and Estimates” section above as well as the information under the headings “Loans and the Allowance for Credit Losses” and “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

In addition to its quarterly analysis of the allowance for credit losses, on a regular basis, management and the Board of Directors review loan ratios. These ratios include the allowance for credit losses as a percentage of total loans, net charge-offs as a percentage of average loans, nonperforming loans as a percentage of total loans and the allowance coverage on nonperforming loans. Also, management reviews past due ratios by officer, community bank and the Company as a whole.

The allowance for credit losses on loans was $293,955 and $201,756 at December 31, 2025 and 2024, respectively. The 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.

20252024
Balance% of TotalBalance% of Total
Commercial and industrial$57,83119.67%$41,86420.75%
Construction and land development31,35910.6719,2009.52
Real estate - 1-4 family mortgage61,24920.8445,49822.55
Commercial real estate - owner occupied38,96113.2516,9938.42
Commercial real estate - non-owner occupied99,60533.8871,66435.52
Consumer4,9501.696,5373.24
Total$293,955100.00%$201,756100.00%

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The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31:

20252024
Balance at beginning of year$201,756$198,578
Initial allowance for purchased loans with more than insignificant credit deterioration existing at the date of acquisition25,003
Provision for credit losses on loans92,57311,248
Charge-offs
Commercial and industrial(19,527)$(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 industrial2,0471,745
Construction and land development10
Real estate - 1-4 family mortgage221165
Commercial real estate - owner occupied448112
Commercial real estate - non-owner occupied2042,166
Consumer4521,551
Total recoveries3,3825,739
Net charge-offs(25,377)(8,070)
Balance at end of year$293,955$201,756
Provision for credit losses on loans to average loans0.53%0.16%
Net charge-offs to average loans0.150.06
Net charge-offs to allowance for credit losses on loans8.634.00
Allowance for credit losses on loans to:
Total loans1.541.57
Nonperforming loans167.00178.11
Nonaccrual loans167.28182.07
Nonaccrual loans to total loans:0.920.88

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. The Company recorded a provision for credit losses on loans of $92,573 (which included the Day 1 provision of $62,190), or 0.53% of average loans during 2025, as compared to $11,248, or 0.16% of average loans during 2024. The increase in the allowance for credit losses was primarily driven by loan balance increase from a combination of organic loan growth and from the acquisition of The First, and changes in the macroeconomic environment and qualitative factors. The Company’s allowance for credit loss considers current conditions, economic projections, primarily the national unemployment rate and GDP over a reasonable and supportable period of two years, historical loss data, and environmental factors.

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The table below reflects net charge-offs to daily average loans outstanding, by loan category, during the years ended December 31. The charge-offs in 2025 were fully reserved for in the Company’s allowance for credit losses.

20252024
Net Charge-offsAverage LoansNet Charge-offs to Average LoansNet Charge-offsAverage LoansNet Charge-offs to Average Loans
Commercial and industrial$(17,480)$2,591,789(0.67)%$(3,360)$1,947,731(0.17)%
Construction and land development(364)1,755,665(0.02)%(152)1,442,096(0.01)%
Real estate - 1-4 family mortgage(1,236)4,323,892(0.03)%(801)3,328,630(0.02)%
Commercial real estate - owner occupied(5,269)2,946,647(0.18)%751,763,383—%
Commercial real estate - non-owner occupied445,594,198—%(3,527)4,003,073(0.09)%
Consumer(1,072)110,092(0.97)%(305)94,230(0.32)%
Total$(25,377)$17,322,283(0.15)%$(8,070)$12,579,143(0.06)%

Allowance for Credit Losses on Unfunded Commitments; Provision for Credit Losses on Unfunded Commitments. The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in the “Other liabilities” line item on the Consolidated Balance Sheets. Management estimates the amount of expected losses on unfunded loan commitments by calculating a likelihood of funding over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the allowance for credit loss on loans methodology described above to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company. A roll-forward of the allowance for credit losses on unfunded commitments is shown in the table below.

Year Ended December 31,
20252024
Allowance for credit losses on unfunded loan commitments:
Beginning balance$14,943$16,918
Provision (reversal of) for credit losses on unfunded loan commitments14,884(1,975)
Ending balance$29,827$14,943

Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are loans on which the accrual of interest has stopped and loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. Management, the problem asset resolution committee and our loan review staff closely monitor loans that are considered to be nonperforming.

Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for credit losses. Reductions in the carrying value subsequent to acquisition are charged to earnings and are included in “Other real estate owned” in the Consolidated Statements of Income.

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The following table provides details of the Company’s nonperforming assets as of December 31 for each of the years presented.

20252024
Nonaccruing loans$175,730$110,811
Accruing loans past due 90 days or more2882,464
Total nonperforming loans176,018113,275
Other real estate owned15,1918,673
Total nonperforming assets$191,209$121,948
Nonperforming loans to total loans0.92%0.88%
Nonaccruing loans to total loans0.92%0.88%
Nonperforming assets to total assets0.71%0.68%

The level of nonperforming loans increased $62,743 from December 31, 2024, while other real estate owned increased $6,518 during the same period. The increase in nonperforming loans and other real estate is primarily due to the acquisition of The First.

The following table presents nonperforming loans by loan category at December 31 for each of the years presented.

20252024
Commercial and industrial$28,002$6,083
Construction and land development
Residential2,0331,223
Other5,6975,064
Total construction and land development7,7306,287
Real estate - 1-4 family mortgage
First lien60,87454,313
Junior lien1,4831,112
Home equity3,0743,404
Total real estate – 1-4 family mortgage65,43158,829
Commercial real estate - owner occupied31,30312,679
Commercial real estate - non-owner occupied
Multi family785
Other42,61029,280
Total commercial real estate - non-owner occupied43,39529,280
Consumer157117
Loans, net of unearned income176,018113,275

Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans at December 31, 2025. 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. See the information under the heading “Certain Modifications to Borrowers Experiencing Financial Difficulties” in Note 3, “Loans,” in Item 8, Financials Statements and Supplementary Data, in this report for more information.

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The following table provides details of the Company’s other real estate owned as of December 31 for each of the years presented:

20252024
Residential real estate$5,001$2,966
Commercial real estate8,5025,681
Residential land development1519
Commercial land development1,6737
Total other real estate owned$15,191$8,673

Changes in the Company’s other real estate owned were as follows for the periods presented:

20252024
Balance as of January 1$8,673$9,622
Acquired OREO11,032
Transfers of loans12,3412,612
Impairments(665)(438)
Dispositions(16,190)(3,123)
Balance as of December 31$15,191$8,673

We realized net gains of $74 and $227 on dispositions of other real estate owned during 2025 and 2024, respectively.

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. Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking activities. Management believes a significant impact on the Company’s financial results stems from our ability to react to changes in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

Because of the impact of interest rate fluctuations on our profitability, the Board of Directors and management actively monitor and manage our interest rate risk exposure. We have an Asset/Liability Committee (the “ALCO”) that is authorized by the Board of Directors to monitor our interest rate sensitivity and to make decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital. The ALCO uses an asset/liability model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. 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.

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. EVE is defined as the present value of assets minus the present value of liabilities at a point in time for a given set of market rate assumptions. An increase in EVE due to a specified rate change indicates an improvement in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

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

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under rates present in the market on December 31, 2024. The changes in interest rates assume an instantaneous and parallel shift in the yield curve and do not take into account changes in the slope of the yield curve.

Percentage Change In:
Immediate Change in Rates of:Economic Value Equity (EVE)Earning at Risk (EAR) (Net Interest Income)
Static1-12 Months13-24 Months
+2003.77%4.35%9.04%
+1002.33%2.73%5.03%
-100(3.54)%(2.68)%(5.03)%
-200(7.94)%(4.63)%(10.51)%

The rate shock results for the EVE and net interest income simulations for the next 24 months produce an asset sensitive position at December 31, 2025.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

The scenarios assume instantaneous movements in interest rates in the increments described in the table above. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions including asset prepayment speeds, the impact of competitive factors on our pricing of loans and deposits, how responsive our deposit repricing is to the change in market rates and the expected life of non-maturity deposits. These business assumptions are based upon our experience, business plans and published industry experience. Such assumptions may not necessarily reflect the manner or timing in which cash flows, asset yields and liability costs respond to changes in market rates. Because these assumptions are inherently uncertain, actual results will differ from simulated results.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps and/or floors, forward commitments, and interest rate lock commitments, as part of its ongoing efforts to mitigate its interest rate risk exposure. 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.

Liquidity and Capital Resources

Liquidity management is the ability to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.

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. We may also choose to access the brokered deposit market where rates are favorable to other sources of liquidity, although we did not hold any brokered deposits at December 31, 2025 or December 31, 2024. Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the ALCO.

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. 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.

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. Federal funds are short term borrowings, generally overnight borrowings, between financial institutions, while security repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, that are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. There were no federal funds purchased

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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. Long-term FHLB borrowings are used to match-fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowings compares favorably to the rates that we would be required to pay to attract deposits. At December 31, 2025 and 2024, there were no outstanding long-term advances with the FHLB. The total amount of the remaining credit available to us from the FHLB at December 31, 2025 was $5,574,759. The credit available at the Federal Reserve Discount Window at December 31, 2025 was $657,277 with no borrowings outstanding as of such date. 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 Company maintains a shelf registration statement with the SEC, which allows the Company to raise capital from time to time through the sale of common stock, preferred stock, debt securities, warrants and units, or a combination thereof, subject to market conditions. Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will be required to file with the SEC at the time of the specific offering. 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. Although we did not access the capital markets in 2025, in previous years we have generated liquidity through the capital markets by offerings of common stock and subordinated notes (the latter as discussed under the heading “Borrowed Funds” in this Item 7).

Our strategy in choosing funding sources is focused on minimizing cost in the context of our balance sheet composition, interest rate risk position and our immediate and future liquidity needs to fund loan growth and other cash needs of customers. Accordingly, management targets growth of non-interest bearing deposits. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. We constantly monitor our funds position, short- and long-term liquidity needs and evaluate the effect that various funding sources have on our financial position. 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 TotalCost of Funds
2025202420252024
Noninterest-bearing demand23.16%23.61%%%
Interest-bearing demand51.0348.802.743.12
Savings5.735.580.300.35
Brokered deposits1.605.46
Time deposits15.4616.603.804.22
Borrowings4.623.814.815.12
Total deposits and borrowed funds100.00%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. Cash used in investing activities for the year ended December 31, 2025 was $734,025 compared to $275,030 in 2024. Proceeds from the sale, maturity or call of securities within our investment portfolio were $1,099,804 for 2025 compared to $368,193 for 2024. As noted earlier, we sold certain securities from the portfolio acquired in connection with our acquisition of The First, resulting in proceeds of $686,485. We also sold a portion of the securities portfolio during the first quarter of 2024, generating proceeds of $177,185. A portion of these proceeds were used to purchase higher yielding securities, while the remainder was used to fund loan growth. Purchases of investment securities were $1,201,061 for 2025 compared to $174,229 for 2024.

Cash provided by financing activities for the year ended December 31, 2025 was $441,240 compared to $459,296 for the year ended December 31, 2024. Total deposits increased $443,674 for the year ended December 31, 2025 compared to an increase of $495,827 for 2024.

Restrictions on Bank Dividends, Loans and Advances

The Company’s liquidity and capital resources, as well as its ability to pay dividends to our shareholders, are substantially dependent on the ability of the Bank to transfer funds to the Company in the form of dividends, loans and advances. 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

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DBCF. In addition, Federal Reserve regulations prohibit a member bank from paying a dividend without prior approval from the Federal Reserve if either (1) the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the bank’s net income for the current year plus its retained net income of the prior two calendar years or (2) the dividend would exceed the bank’s undivided profits as reportable on its Reports of Condition and Income. In this latter scenario, Federal Reserve regulations also require that at least two-thirds of the bank’s shareholders approve the proposed dividend. Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances Federal Reserve approval may also be required.

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. 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. The Federal Reserve’s criteria evaluates whether the holding company (1) has net income over the past four quarters sufficient to fully fund the proposed dividend (taking into account prior dividends paid during this period), (2) is considering stock repurchases or redemptions in the quarter, (3) does not have a concentration in commercial real estate and (4) is in good supervisory condition, based on its overall condition and its asset quality risk. A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve. With respect to the second quarter of 2025, due to the impact of the Day 1 acquisition provision and the merger and conversion related expenses we incurred in such quarter, the Company’s net income for the immediately-preceding four quarters was not sufficient to cover the second quarter dividend, and accordingly Federal Reserve consultation was necessary prior to the payment of our June 30, 2025 dividend. Otherwise, this guidance was not applicable to the Company for 2025 or 2024.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At December 31, 2025, the maximum amount available for transfer from the Bank to the Company in the form of loans was $286,062. The Company maintains a line of credit collateralized by cash with the Bank totaling $3,000. There were no amounts outstanding under this line of credit at December 31, 2025.

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.

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.

Payments Due In:
Note ReferenceLess Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Lease liabilities(1)24$6,939$12,827$11,961$45,424$77,151
Deposits without a stated maturity(2)1017,989,17617,989,176
Time deposits(2)103,317,995129,26923,41613,2143,483,894
Short-term Federal Home Loan Bank advances11550,000550,000
Other short-term borrowings115,7745,774
Junior subordinated debentures12140,632140,632
Subordinated notes12359,124359,124
Total contractual obligations$21,869,884$142,096$35,377$558,394$22,605,751

(1)Represents the undiscounted cash flows.

(2)Excludes interest.

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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. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements of the Company. While the borrower has the ability to draw upon these commitments at any time (assuming the borrower’s compliance with the terms of the loan commitment), these commitments often expire without being drawn upon. The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31 were as follows:

20252024
Loan commitments$3,662,810$2,856,308
Standby letters of credit122,36790,267

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 Company will continue this process as new commitments are entered into or existing commitments are renewed.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps, floors and/or collars, as part of its ongoing efforts to mitigate its interest rate risk exposure and to facilitate the needs of its customers. The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position with other financial institutions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. 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.

Additionally, the Company enters into interest rate lock commitments with its customers to mitigate the interest rate risk associated with the commitments to fund fixed-rate residential mortgage loans and also enters into forward commitments to sell residential mortgage loans to secondary market investors.

Finally, the Company enters into forward interest rate swap contracts on its FHLB borrowings and its junior subordinated debentures that are accounted for as cash flow hedges. Under each of these contracts, the Company pays a fixed rate of interest and receives a variable rate of interest. The Company entered into an interest rate swap contract on its subordinated notes that is accounted for as a fair value hedge. Under this contract, the Company pays a variable rate of interest and receives a fixed rate of interest.

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.

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. The increase in shareholders’ equity was attributable to the merger with The First, earnings retention and changes in accumulated other comprehensive income, offset by dividends declared and stock repurchased during the year.

In October 2025, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $150,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions. During the fourth quarter of 2025, the Company repurchased 388,940 shares under the program at an average price of $34.29 per share. 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.

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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. The Company has subordinated notes with a carrying value of $359,124 at December 31, 2025, and $316,698 at December 31, 2024 included in the Company’s Tier 2 capital. On October 1, 2025, the Company redeemed $60,000 in subordinated notes assumed as part of its merger with The First.

The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that bank holding companies and banks must maintain. Those guidelines specify capital tiers, which include the following classifications (which include the “capital conservation buffer” discussed below):

Capital TiersTier 1 Capital to Average Assets (Leverage)Common Equity Tier 1 to Risk - Weighted AssetsTier 1 Capital to Risk - Weighted AssetsTotal Capital to Risk - Weighted Assets
Well capitalized5% or above6.5% or above8% or above10% or above
Adequately capitalized4% or above4.5% or above6% or above8% or above
UndercapitalizedLess than 4%Less than 4.5%Less than 6%Less than 8%
Significantly undercapitalizedLess than 3%Less than 3%Less than 4%Less than 6%
Critically undercapitalizedTangible Equity / Total Assets less than 2%

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The following table includes the capital ratios and capital amounts for the Company and the Bank as of the dates presented:

ActualMinimum Capital Requirement to be Well CapitalizedMinimum Capital Requirement to be Adequately Capitalized (including the Capital Conservation Buffer)
AmountRatioAmountRatioAmountRatio
December 31, 2025
Renasant Corporation:
Tier 1 leverage ratio$2,424,5289.61%$1,261,1645.00%$1,008,9314.00%
Common equity tier 1 capital ratio2,424,52811.24%1,402,6476.50%1,510,5437.00%
Tier 1 risk-based capital ratio2,424,52811.24%1,726,3358.00%1,834,2318.50%
Total risk-based capital ratio3,190,07414.78%1,261,16410.00%2,265,81510.50%
Renasant Bank:
Tier 1 leverage ratio$2,590,28410.28%$1,260,4075.00%$1,008,3254.00%
Common equity tier 1 capital ratio2,590,28412.00%1,403,4336.50%1,511,3897.00%
Tier 1 risk-based capital ratio2,590,28412.00%1,727,3028.00%1,835,2588.50%
Total risk-based capital ratio2,860,62113.25%2,159,12710.00%2,267,08310.50%
December 31, 2024
Renasant Corporation:
Tier 1 leverage ratio$1,935,52211.34%$853,5565.00%$682,8454.00%
Common equity tier 1 capital ratio1,825,19712.73%932,1626.50%1,003,8677.00%
Tier 1 risk-based capital ratio1,935,52213.50%1,147,2768.00%1,218,9818.50%
Total risk-based capital ratio2,449,12917.08%1,434,09510.00%1,505,80010.50%
Renasant Bank:
Tier 1 leverage ratio$1,843,12310.80%$852,9335.00%$682,3464.00%
Common equity tier 1 capital ratio1,843,12312.85%932,5526.50%1,004,2877.00%
Tier 1 risk-based capital ratio1,843,12312.85%1,147,7568.00%1,219,4918.50%
Total risk-based capital ratio2,022,73714.10%1,434,69510.00%1,506,43010.50%

As previously disclosed, the Company adopted CECL as of January 1, 2020. The Company has elected to take advantage of transitional relief offered by the Federal Reserve and FDIC to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay. The full impact of CECL is reflected in our capital ratios as of December 31, 2025.

For a detailed discussion of the capital adequacy guidelines applicable to the Company and the Bank, please refer to the information under the heading “Capital Adequacy Guidelines” in the “Supervision and Regulation-Supervision and Regulation of Renasant Corporation” section and the “Supervision and Regulation-Supervision and Regulation of Renasant Bank” section in Item 1, Business, in this report.

Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this report contains non-GAAP financial measures, namely, adjusted diluted earnings per share, adjusted net interest margin, the ratio of tangible equity to tangible assets, adjusted return on average assets, return on average tangible assets and on average tangible common equity, adjusted return on average tangible common equity and adjusted efficiency ratio. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges (such as, for 2025, merger and conversion related expenses), with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these

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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. 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. The reconciliations from GAAP to non-GAAP for these financial measures are below.

(Dollars in thousands, except per share data)

202520242023
Tangible Net Income, Adjusted Net Income and Adjusted Tangible Net Income
Net income (GAAP) (A)$181,272$195,457$144,678
Amortization of intangibles27,1034,6915,380
Tax effect of adjustments noted above(1)(6,749)(1,173)(1,012)
Tangible net income (non-GAAP) (B)$201,626$198,975$149,046
Net income (GAAP)$181,272$195,457$144,678
Merger and conversion related expense49,33113,349
Day 1 acquisition provision for loan losses62,190
Day 1 acquisition provision for unfunded commitments4,422
Gain on extinguishment of debt(56)(620)
Gain on sales of MSR(1,467)(3,724)(547)
Gain on sale of insurance agency(53,349)
Losses on sales of securities (including impairments)41,790
Tax effect of adjustments noted above(1)(27,932)13,389(7,644)
Adjusted net income (non-GAAP) (C)$267,816$165,066$177,657
Amortization of intangibles27,1034,6915,380
Tax effect of adjustments noted above(1)(6,749)(1,173)(1,012)
Adjusted tangible net income (non-GAAP) (D)$288,170$168,584$182,025
Average Tangible Tangible Shareholders’ Equity,Average Tangible Assets, Tangible Shareholders’ Equity and Total Tangible Assets
Average shareholders’ equity (GAAP) (E)$3,524,555$2,466,384$2,224,506
Average intangible assets(1,435,443)(1,006,665)(1,012,239)
Average tangible shareholders’ equity (non-GAAP) (F)$2,089,112$1,459,719$1,212,267
Average assets (GAAP) (G)$24,360,330$17,552,695$17,231,883
Average intangible assets(1,435,443)(1,006,665)(1,012,239)
Average tangible assets (non-GAAP) (H)$22,924,887$16,546,030$16,219,644
Shareholders’ equity (GAAP) (I)$3,884,905$2,678,318$2,297,383
Intangible assets(1,552,452)(1,003,003)(1,010,460)
Tangible shareholders’ equity (non-GAAP) (J)$2,332,453$1,675,315$1,286,923
Total assets (GAAP) (K)$26,751,426$18,034,868$17,360,535
Intangible assets(1,552,452)(1,003,003)(1,010,460)
Total tangible assets (non-GAAP) (L)$25,198,974$17,031,865$16,350,075

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202520242023
Adjusted Diluted Earnings Per Share
Average diluted shares outstanding (M)87,514,78359,748,79056,448,163
Diluted earnings per share (GAAP): A/M$2.07$3.27$2.56
Adjusted diluted earnings per share (non-GAAP): C/M$3.06$2.76$3.15
Adjusted Return on Average Assets and Return on Average Tangible Assets
Return on average assets (GAAP): A/G0.74%1.11%0.84%
Adjusted return on average assets (non-GAAP): C/G1.100.941.03
Return on average tangible assets (non-GAAP): B/H0.881.200.92
Adjusted Return on Average Tangible Common Equity
Return on average equity (GAAP): A/E5.147.926.50
Return on average tangible equity (non-GAAP): B/F9.6513.6312.29
Adjusted return on average tangible equity (non-GAAP): D/F13.7911.5515.02
Tangible Shareholders’ Equity to Tangible Assets
Shareholders’ equity to assets (GAAP): I/K14.52%14.85%13.23%
Tangible shareholders’ equity to tangible assets (non-GAAP): J/L9.26%9.84%7.87%
Adjusted Efficiency Ratio
Net interest income (FTE) (GAAP) (N)$820,641$522,526$530,340
Total noninterest income (GAAP) (O)$181,880$203,660$113,075
Gain on sales of MSR(1,467)(3,724)(547)
Gain on extinguishment of debt(56)(620)
Gain on sale of insurance agency(53,349)
Losses on sales of securities (including impairments)41,790
Total adjusted noninterest income (non-GAAP) (P)$180,413$146,531$153,698
Noninterest expense (GAAP) (Q)$651,660$461,618$439,622
Amortization of intangibles(27,103)(4,691)(5,380)
Merger and conversion expense(49,331)(13,349)
Total adjusted noninterest expense (non-GAAP) (R)$575,226$443,578$434,242
Efficiency ratio (GAAP): Q/(N+O)65.00%63.57%68.33%
Adjusted efficiency ratio (non-GAAP): R/(N+P)57.46%66.30%63.48%
Adjusted Net Interest Income and Adjusted Net Interest Margin
Net interest income (FTE) (GAAP)$820,641$522,526$530,340
Net interest income collected on problem loans(7,236)(770)(219)
Accretion recognized on purchased loans(48,886)(3,402)(4,166)
Amortization recognized on purchased time deposits7,391
Amortization recognized on purchased long term borrowings2,244
Adjusted net interest income (FTE) (non-GAAP) (S)$774,154$518,354$525,955

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202520242023
Average earning assets (T)$21,681,165$15,666,170$15,359,172
Net interest margin (GAAP): N/T3.79%3.34%3.45%
Adjusted net interest margin (non-GAAP): S/T3.57%3.31%3.42%

(1) Tax effect is calculated based on the applicable periods’ effective tax rate.

None of the non-GAAP financial measures the Company has included in this document is intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. 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. 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.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000715072-25-000054.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-26. Report date: 2024-12-31.

ITEM 7. 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.

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. 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 First”) entered into an agreement and plan of merger, pursuant to which, subject to the terms and conditions set forth therein, among other things, The First will merge with and into the Company, with the Company as the surviving entity in such merger, and immediately thereafter, The First’s subsidiary bank and Renasant Bank will enter into a subsidiary plan of merger, pursuant to which The First’s subsidiary bank will merge with and into Renasant Bank, with Renasant Bank as the surviving entity in such merger. 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. The merger is expected to close in the first half of 2025 and is subject to certain closing conditions, including the receipt of required regulatory approvals
In July 2024, the Company completed its public offering of an aggregate of 7,187,500 shares of its common stock for net proceeds of approximately $217,000. The Company intends to use the net proceeds of the offering for general corporate purposes to support its continued growth, including investments in the Bank and future strategic acquisitions.
In July 2024, Renasant Bank sold substantially all of the assets of Renasant Insurance, Inc., its insurance agency (“Renasant Insurance”), for cash proceeds of $56,390 resulting in a positive after-tax impact to earnings of $34,092, which is net of transaction expenses.
Net interest income decreased $7,131 to $512,196 for 2024 as compared to $519,327 for 2023. The decrease from 2023 to 2024 was due to the increase in deposit costs more than offsetting the increase in interest income from higher yields, bolstered by the growth in our average earning assets exceeding the growth in interest bearing deposits.
Net charge-offs as a percentage of average loans were 0.06% and 0.10% in 2024 and 2023, respectively. The Company recorded a provision for credit losses of $9,273 in 2024 as compared to a provision for credit losses of $15,593 in 2023.
Noninterest income was $203,660 for 2024 compared to $113,075 for 2023. The increase in noninterest income is primarily attributable to the sale of Renasant Insurance in 2024 resulting in a pre-tax gross gain on sale of $53,349. Also in 2023, the Company recognized net losses on sales of securities (including impairments) in connection with the repositioning of our securities portfolio.
Noninterest expense was $461,618 and $439,622 for 2024 and 2023, respectively. The increase in noninterest expense is primarily attributable to the aforementioned merger and conversion related expenses in connection with the Company’s announced acquisition of The First and the sale of Renasant Insurance.
Loans, net of unearned income, were $12,885,020 at December 31, 2024 compared to $12,351,230 at December 31, 2023, an increase of 4.3%.
Deposits totaled $14,572,612 at December 31, 2024 compared to $14,076,785 at December 31, 2023. The Company used core retail deposit growth to paydown $461,441 in brokered deposits during the year.

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A historical look at key performance indicators is presented below.

202420232022
Diluted EPS$3.27$2.56$2.95
Diluted EPS Growth27.73%(13.22)%(5.45)%
Shareholders’ equity to assets14.85%13.23%12.57%
Tangible shareholders’ equity to tangible assets(1)9.84%7.87%7.01%
Return on Average Assets1.11%0.84%1.00%
Return on Average Tangible Assets(1)1.20%0.92%1.09%
Return on Average Shareholders’ Equity7.92%6.50%7.60%
Return on Average Tangible Shareholders’ Equity(1)13.63%12.29%13.97%

(1) These performance indicators are non-GAAP financial measures. A reconciliation of these financial measures from GAAP to non-GAAP as well as an explanation of why the Company provides these non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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. We monitor the status of proposed and newly issued accounting standards to evaluate the impact (or potential impact) on our financial condition and results of operations or on the preparation of our financial statements. Our accounting policies, including the impact of newly issued accounting standards, are discussed in detail in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. The following discussion supplements the discussion of our significant accounting policies in the financial statements.

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. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”; ASC 326 is also referred to herein as “CECL”). The discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report provides more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses. 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. Additionally, banking regulators periodically review our allowance for credit losses and may require us to recognize adjustments to the allowance based on their subjective judgment of information available to them at the time of their examination. Management evaluates the adequacy of the allowance for credit losses on a quarterly basis.

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 the accounting for acquisitions, including the estimates and assumptions, and uncertainties underlying such estimates and assumptions, please refer to the information under the heading “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Additional details about loans acquired in connection with our acquisitions is set forth below under the heading “Risk Management - Credit Risk and Allowance for Credit Losses.”

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at December 31, 2024 compared to December 31, 2023. Total assets were $18,034,868 at December 31, 2024 compared to $17,360,535 at December 31, 2023.

Securities

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and other types of borrowings. The securities portfolio also serves as an outlet to deploy excess liquidity rather than hold such excess funds as cash. The following table shows the carrying value of our securities portfolio by investment type and the percentage of such investment type relative to the entire securities portfolio at December 31:

20242023
Balance% of PortfolioBalance% of Portfolio
Obligations of states and political subdivisions302,59615.46322,76415.05
Mortgage-backed securities1,472,91875.261,695,60479.06
Other debt securities181,6439.28126,4075.89
$1,957,157100.00%$2,144,775100.00%
Allowance for credit losses - held to maturity securities(32)(32)
Securities, net of allowance for credit losses$1,957,125$2,144,743

During 2024, we deployed a portion of our liquidity into the securities portfolio and purchased $174,229 in investment securities, with mortgage-backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprising the majority of such purchases. CMOs are included in the “Mortgage-backed securities” line item in the above table. The mortgage-backed securities and CMOs held in our investment portfolio are issued by government sponsored entities. Proceeds from the sale of securities in 2024 totaled $177,185, which the Company had the intent to sell as of December 31, 2023, and therefore recognized a non-credit related impairment loss of $19,352 in 2023 in addition to losses on sales of securities earlier in the year of $22,438. During 2024, proceeds from maturities and calls of securities totaled $191,008, and such proceeds were primarily used to fund loan growth.

During 2023, we purchased $11,899 in investment securities, with mortgage-backed securities and CMOs, in the aggregate, comprising the majority of such purchases. Proceeds from the sale of securities in 2023 totaled $488,981. 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. 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. At December 31, 2024, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $49,045.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis in accordance with ASC 326. Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical default rates, investment grades, current conditions, and reasonable and supportable forecasts about the future. At December 31, 2024 and 2023, the allowance for credit losses on held to maturity securities was $32.

At December 31, 2024, unrealized losses of $138,608 were recorded on available for sale investment securities with a carrying value of $701,844. At December 31, 2023, unrealized losses of $139,794 were recorded on available for sale securities with a carrying value of $692,593. It is not more likely than not that the Company will be required to sell any security in the investment portfolio prior to the recovery of its amortized cost basis, which may be maturity. 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,

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risk free rates, and not credit-related factors, are the reason for the losses. For municipal and corporate securities, the Company considers historical experience with credit sensitive securities, current market conditions, the financial health of the issuer, current credit ratings, ratings changes and outlook, explicit and implicit guarantees, and/or insurance programs when determining the fair value of the contractual cash flows. 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).

The following table sets forth the scheduled maturity distribution and weighted average yield based on the amortized cost of the debt securities in our investment portfolio as of December 31, 2024.

Amortized CostYield
Held to Maturity:
Obligations of states and political subdivisions
Maturing within one year$1,4942.61%
Maturing after one year through five years6,0171.00%
Maturing after five years through ten years127,0041.57%
Maturing after ten years150,0271.85%
Residential mortgage-backed securities not due at a single maturity date:
Government agency MBS372,4141.93%
Government agency CMO354,8821.86%
Commercial mortgage-backed securities not due at a single maturity date:
Government agency MBS16,9611.79%
Government agency CMO43,6621.79%
Other debt securities not due at a single maturity date:53,6832.68%
Available for Sale:
Obligations of states and political subdivisions
Maturing within one year or less1,9975.46%
Maturing after one year through five years4,3013.72%
Maturing after five years through ten years9,8911.50%
Maturing after ten years4,0771.30%
Other debt securities
Maturing within one year or less%
Maturing after one year through five years37,5576.29%
Maturing after five years through ten years24,8844.87%
Maturing after ten years%
Residential mortgage-backed securities not due at a single maturity date:
Government agency MBS185,2921.95%
Government agency CMO475,3111.99%
Commercial mortgage-backed securities not due at a single maturity date:
Government agency MBS11,3733.53%
Government agency CMO146,5102.24%
Other debt securities not due at a single maturity date:67,7346.01%
$2,095,0712.20%

In the table above, weighted average yields on tax-exempt obligations have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%. These yields were calculated using coupon interest for the month of December of 2024, adjusted for discount accretion and premium amortization, where applicable.

For more information about the Company’s securities, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Loans Held for Sale

Loans held for sale were $246,171 at December 31, 2024 compared to $179,756 at December 31, 2023. 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. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored entities, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. 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. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within 30-40 days after the loan is funded. 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. Loans held for sale fluctuates based on mortgage production volume.

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.

The tables below set forth the balance of loans outstanding by loan type and the percentage of loans, by category, to total loans at December 31:

December 31, 2024December 31, 2023
Total LoansPercentage of Total LoansTotal LoansPercentage of Total Loans
Commercial, financial, agricultural$1,885,81714.64%$1,871,82115.15%
Lease financing, net of unearned discount90,5910.70%116,0200.94%
Real estate – construction:
Residential256,6551.99%269,6162.18%
Commercial836,9986.50%1,063,7818.61%
Total real estate – construction1,093,6538.49%1,333,39710.79%
Real estate – 1-4 family mortgage:
Primary2,428,07618.84%2,422,48219.61%
Home equity544,1584.22%522,6884.23%
Rental/investment402,9383.13%373,7553.03%
Land development113,7050.88%120,9940.98%
Total real estate – 1-4 family mortgage3,488,87727.07%3,439,91927.85%
Real estate – commercial mortgage:
Owner-occupied1,894,67914.70%1,648,96113.35%
Non-owner occupied4,226,93732.81%3,733,17430.23%
Land development114,4520.89%104,4150.85%
Total real estate – commercial mortgage6,236,06848.40%5,486,55044.43%
Installment loans to individuals90,0140.70%103,5230.84%
Total loans, net of unearned income$12,885,020100.00%$12,351,230100.00%

Loan concentrations exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2024 and 2023, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above.

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The following table sets forth loans held for investment, net of unearned income, outstanding at December 31, 2024, which, based on remaining contractually-scheduled repayments of principal, are due in the periods indicated. Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial maturity when credit conditions remain satisfactory. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported below as due in one year or less. See “Risk Management – Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments” in this Item 7 for information regarding the risk elements applicable to, and a summary of our loan loss experience with respect to, the loans in each of the categories listed below.

One Year or LessAfter One Year Through Five YearsAfter Five Years Through Fifteen YearsAfter Fifteen YearsTotal
Commercial, financial, agricultural$1,326,851$472,565$86,116$285$1,885,817
Lease financing, net of unearned income1,98262,98525,62490,591
Real estate – construction:
Residential184,1785,24942,52024,708256,655
Commercial768,72256,7329,6191,925836,998
Total real estate – construction952,90061,98152,13926,6331,093,653
Real estate – 1-4 family mortgage:
Primary199,628525,684896,711806,0532,428,076
Home equity540,1522,8791,04681544,158
Rental/investment95,919290,40616,289324402,938
Land development102,30611,136263113,705
Total real estate – 1-4 family mortgage938,005830,105914,309806,4583,488,877
Real estate – commercial mortgage:
Owner-occupied797,436746,254335,65815,3311,894,679
Non-owner occupied2,598,0601,427,044200,9868474,226,937
Land development64,15347,7502,549114,452
Total real estate – commercial mortgage3,459,6492,221,048539,19316,1786,236,068
Installment loans to individuals36,49541,52611,9732090,014
Total loans, net of unearned income$6,715,882$3,690,210$1,629,354$849,574$12,885,020

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The following table sets forth the fixed and variable rate loans maturing or scheduled to reprice after one year as of December 31, 2024:

Interest Sensitivity
Fixed RateVariable Rate
Commercial, financial, agricultural$439,653$119,313
Lease financing, net of unearned income88,609
Real estate – construction:
Residential37,08535,392
Commercial67,1931,083
Total real estate – construction104,27836,475
Real estate – 1-4 family mortgage:
Primary1,098,4471,130,001
Home equity3,847159
Rental/investment291,95515,064
Land development11,058341
Total real estate – 1-4 family mortgage1,405,3071,145,565
Real estate – commercial mortgage:
Owner-occupied1,016,51980,724
Non-owner occupied1,506,161122,716
Land development48,1832,116
Total real estate – commercial mortgage2,570,863205,556
Installment loans to individuals52,2951,224
Total loans, net of unearned income$4,661,005$1,508,133

Deposits

The Company relies on deposits as its major source of funds. Total deposits were $14,572,612 and $14,076,785 at December 31, 2024 and 2023, respectively. Noninterest-bearing deposits were $3,403,981 and $3,583,675 at December 31, 2024 and 2023, respectively, while interest-bearing deposits were $11,168,631 and $10,493,110 at December 31, 2024 and 2023, respectively. Interest-bearing deposits included brokered deposits at December 31, 2023 of $461,441, while the Company did not hold any brokered deposits at December 31, 2024.

The decrease in noninterest-bearing deposits across the Company’s footprint in 2024 and 2023 was primarily driven by increases in interest-bearing deposit rates. Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits and time deposits greater than $250,000). Noninterest-bearing deposits decreased to 23.36% of total deposits at December 31, 2024, as compared to 25.46% of total deposits at December 31, 2023, due to noninterest-bearing deposits being moved to other types of deposits or financial products bearing higher interest rates. 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). The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin as well as business opportunities that may accompany deposits we acquire. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Public fund deposits may be readily obtained based on the Company’s pricing bid in comparison with competitors. Public fund deposits may fluctuate as competitive and market forces change because these deposits are obtained through a bid process. Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable. Our public fund transaction accounts are principally obtained

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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. Public fund deposits in excess of the FDIC insurance limit but that were collateralized by pledged securities in the Company’s investment portfolio totaled $1,765,510. 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 Months276,583
Over Six through Twelve Months184,875
Over 12 Months10,324
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. 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. The weighted-average interest rates on outstanding advances at December 31, 2024 and 2023 were 4.63% and 5.70%, respectively. The following table presents our short-term borrowings by type at December 31:

20242023
Security repurchase agreements$8,018$7,577
Short-term borrowings from the FHLB100,000300,000
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 long-term debt by type at December 31:

20242023
Junior subordinated debentures$113,916$112,978
Subordinated notes316,698316,422
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 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 subordinated notes qualify as Tier 2 capital under the current regulatory guidelines.

Finally, the Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors. The trusts used the proceeds from the issuance of their preferred capital securities and common securities (collectively referred to as “capital securities”) to buy floating rate junior subordinated debentures issued by the Company (or by companies that the Company subsequently acquired). The debentures are the trusts’ only assets and interest payments from the debentures finance the distributions paid on the capital securities.

For more information about the terms and conditions of the Company’s junior subordinated debentures and subordinated notes, see Note 11, “Long-Term Debt,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Results of Operations

Net Income

Net income for the year ended December 31, 2024 was $195,457 compared to net income of $144,678 for the year ended December 31, 2023. Basic earnings per share for the year ended December 31, 2024 was $3.29 as compared to $2.58 for the year ended December 31, 2023. Diluted earnings per share for the year ended December 31, 2024 was $3.27 as compared to $2.56 for the year ended December 31, 2023.

From time to time, the Company incurs expenses and charges in connection with certain transactions with respect to which management is unable to accurately predict when these expenses or charges will be incurred or, when incurred, the amount of such expenses or charges. The following table presents the impact of these expenses and charges on reported EPS for the dates presented. The gain on the sale of mortgage servicing rights (“MSRs”), gain on extinguishment of debt and losses on security sales are discussed below under the “Noninterest Income” heading.

Twelve Months Ended December 31,
20242023
Pre-taxAfter-taxImpact to Diluted EPSPre-taxAfter-taxImpact to Diluted EPS
Gain on sale of MSR$(3,724)$(2,793)$(0.05)$(547)$(44)$
Merger and conversion expenses13,34911,3950.19
Gain on extinguishment of debt(56)(42)(620)(503)(0.01)
Gain on sale of insurance agency(53,349)(38,951)(0.65)
Losses on security sales (including impairments)41,79033,9260.60
Note: Balances in the table above are shown to reflect impact to income if removed (i.e. negative balances for income items and positive balances for expense items).

Net Interest Income

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 71.95% of total net revenue in 2024. Total net revenue consists of net interest income on a fully taxable equivalent basis and noninterest income. The percentage of net interest income as a share of total net revenue decreased from prior years in 2024 due to the sale of our insurance agency and the corresponding increase in noninterest income. If not for the sale of the insurance agency, the percentage of net interest income as a share of total net revenue would be consistent with prior years. The primary concerns in managing net interest income are the volume, mix and repricing of assets and liabilities.

As discussed below, net interest income decreased 1.37% to $512,196 for 2024 compared to $519,327 in 2023. On a tax equivalent basis, net interest income decreased $7,814 to $522,526 in 2024 as compared to $530,340 in 2023. Net interest margin was 3.34% for 2024 as compared to 3.45% for 2023.

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:

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202420232022
Average BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ Rate
Assets
Interest-earning assets:
Loans held for investment(1)$12,579,143$801,8076.37%$11,963,141$713,8975.97%$10,677,995$476,7464.15%
Loans held for sale224,73413,6146.06%181,25311,8076.51%203,9819,2124.52%
Securities:
Taxable(2)1,825,40437,3832.05%2,313,87444,6191.93%2,699,55645,7691.70%
Tax-exempt264,6155,7462.17%332,7497,6342.29%401,9609,6362.40%
Total securities2,090,01943,1292.06%2,646,62352,2531.97%3,101,51655,4051.79%
Interest-bearing balances with banks772,27439,5575.12%568,15530,3755.35%846,7688,8531.05%
Total interest-earning assets15,666,170898,1075.73%15,359,172808,3325.26%14,830,260550,2163.71%
Cash and due from banks188,487187,127201,419
Intangible assets1,006,6651,012,239967,018
Other assets691,373673,345639,155
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$226,5633.12%$6,357,753$138,7302.18%$6,420,905$25,8400.40%
Savings deposits829,8182,8940.35%971,5223,1970.33%1,116,0131,0230.09%
Brokered deposits237,16412,9425.46%697,69936,0395.17%23,6341,072%
Time deposits2,466,906104,1934.22%1,874,22454,3652.90%1,310,3987,2730.56%
Total interest-bearing deposits10,788,534346,5923.21%9,901,198232,3312.35%8,870,95035,2080.40%
Borrowed funds566,33228,9895.12%890,76545,6615.13%624,88725,3044.05%
Total interest-bearing liabilities11,354,866375,5813.31%10,791,963277,9922.58%9,495,83760,5120.64%
Noninterest-bearing deposits3,509,9583,979,9514,760,432
Other liabilities221,487235,463196,980
Shareholders’ equity2,466,3842,224,5062,184,603
Total liabilities and shareholders’ equity$17,552,695$17,231,883$16,637,852
Net interest income/ net interest margin$522,5263.34%$530,3403.45%$489,7043.31%

(1)Shown net of unearned income.

(2)U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which we operate.

(3)Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

The daily average balances of nonaccruing assets are included in the foregoing table. 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. 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. The higher interest rate environment continued to benefit yields on earnings assets, which, coupled with steady loan growth, resulted in an increase in interest income year over year, but this increase was offset by an increase in deposit interest expense. The rate environment negatively impacted both the cost and mix of our funding sources while we continued to grow deposits. The Company has continued its efforts to mitigate increases in the cost of funding through maintaining noninterest-bearing deposits and staying disciplined yet competitive in pricing on interest-bearing deposits in the current rate environment.

The following table sets forth a summary of the changes in interest earned, on a tax equivalent basis, and interest paid resulting from changes in volume and rates for the Company for the years indicated. 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

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multiplied by changes in volume). The changes attributable to the combined impact of yield/rate and volume have been allocated on a pro-rata basis using the absolute ratio value of amounts calculated.

2024 Compared to 20232023 Compared to 2022
VolumeRateNetVolumeRateNet
Interest income:
Loans$37,847$50,063$87,910$62,453$174,698$237,151
Loans held for sale2,679(872)1,807(1,118)3,7132,595
Securities:
Taxable(9,871)2,635(7,236)(6,997)5,847(1,150)
Tax-exempt(1,497)(391)(1,888)(1,602)(400)(2,002)
Interest-bearing balances with banks10,503(1,321)9,182(3,800)25,32221,522
Total interest-earning assets39,66150,11489,77548,936209,180258,116
Interest expense:
Interest-bearing demand deposits21,65166,18287,833(257)113,147112,890
Savings deposits(486)183(303)(149)2,3232,174
Brokered deposits(25,025)1,928(23,097)34,79816934,967
Time deposits20,40229,42649,8284,35142,74147,092
Borrowed funds(17,553)881(16,672)12,5357,82220,357
Total interest-bearing liabilities(1,011)98,60097,58951,278166,202217,480
Change in net interest income$40,672$(48,486)$(7,814)$(2,342)$42,978$40,636

The daily average balances of nonaccruing assets are included in the foregoing table. 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.

Interest income, on a tax equivalent basis, was $898,107 for 2024 compared to $808,332 for 2023, an increase of $89,775. The following table presents the percentage of total average earning assets, by type and yield, for 2024 and 2023:

Percentage of TotalYield
2024202320242023
Loans held for investment80.29%77.89%6.37%5.97%
Loans held for sale1.431.186.066.51
Securities13.3417.232.061.97
Interest-bearing balances with banks4.943.705.125.35
Total earning assets100.00%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. This increase was primarily due to a $616,002 increase in our average balance of loans to $12,579,143 in 2024 from $11,963,141 in 2023, bolstered by a continued mix shift from the repricing of maturing fixed rate lower yielding assets into higher yielding assets

The impact from interest income collected on problem loans and purchase accounting adjustments on purchased loans to total interest income on loans, loan yield and net interest margin is shown in the table below for the periods presented:

Twelve months ended December 31,
20242023
Net interest income collected on problem loans$770$219
Accretable yield recognized on purchased loans3,4024,166
Total impact to interest income on loans$4,172$4,385
Impact to total loan yield0.03%0.04%
Impact to net interest margin0.03%0.03%

Interest income on loans held for sale, on a tax equivalent basis, increased $1,807 to $13,614 in 2024 from $11,807 in 2023, due to an increase in average balances during 2024, offset by a decrease in the yield on loans held for sale during the year.

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In 2024, investment income, on a tax equivalent basis, decreased $9,124 to $43,129 from $52,253 in 2023, primarily due to the decrease in the balance of the securities portfolio during the year, offset slightly by the increase in yield on securities during 2024 due to the sale or maturity of lower yielding securities. The following table presents the taxable equivalent yield on securities for the periods presented:

Twelve months ended December 31,
20242023
Taxable equivalent interest income on securities$43,129$52,253
Average securities$2,090,019$2,646,623
Taxable equivalent yield on securities2.06%1.97%

Interest expense was $375,581 in 2024 compared to $277,992 in 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 TotalCost of Funds
2024202320242023
Noninterest-bearing demand23.61%26.94%%%
Interest-bearing demand48.8043.043.122.18
Savings5.586.580.350.33
Brokered deposits1.604.725.465.17
Time deposits16.6012.694.222.90
Borrowed funds3.816.035.125.13
Total deposits and borrowed funds100.00%100.00%2.53%1.88%

Interest expense on deposits was $346,592 and $232,331 for 2024 and 2023, respectively. The cost of total deposits was 2.42% and 1.67% for the years ending December 31, 2024 and 2023, respectively. The cost of interest-bearing deposits was 3.21% and 2.35% for the same respective periods. The increase in both deposit expense and cost is attributable to the Company’s efforts to offer competitive deposit rates in the high interest rate environment and the continued focus on deposit growth, even while the Company continued its efforts to maintain noninterest-bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous or otherwise deemed advisable due to market conditions.

Interest expense on total borrowings was $28,989 and $45,661 for the years ending December 31, 2024 and 2023, respectively, while the cost of total borrowings was 5.12% and 5.13% for the years ended December 31, 2024 and 2023, respectively. The decrease in interest expense is a result of lower average borrowings during 2024.

A more detailed discussion of the cost of our funding sources is set forth below under the heading “Liquidity and Capital Resources” in this item.

Noninterest Income

Noninterest Income to Average Assets
20242023
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. 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. Noninterest income was $203,660 for the year ended December 31, 2024, an increase of $90,585, or 80.11%, as compared to $113,075 for 2023. The increase during the year was driven primarily by the gain on the sale of Renasant Insurance in July 2024 (which is also the reason that our noninterest income as a percentage of total net revenue was elevated as compared to 2023). The Company also recognized a loss on the sale of securities (including impairment charges) during 2023.

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Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees. Service charges on deposit accounts were $41,779 and $39,199 for the twelve months ended December 31, 2024 and 2023, respectively. 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. 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.

The Company sold Renasant Insurance in July 2024 recognizing a gross gain on sale of $53,349. Prior to the sale, income earned on insurance products in 2024 was $5,473, as compared to $11,102 for the year ended December 31, 2023. Contingency income is a bonus received from the insurance underwriters and is based both on commission income and claims experience on our clients’ policies during the previous year. Increases and decreases in contingency income are reflective of corresponding increases and decreases in the amount of claims paid by insurance carriers. Contingency income, which is included in the “Other noninterest income” line item on the Consolidated Statements of Income, was $987 and $970 for 2024 and 2023, respectively.

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. 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 the type of account. The Financial Services division provides specialized products and services to our customers, which include fixed and variable annuities, mutual funds, and stocks offered through a third party provider. 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.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. 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. In 2024, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $19,539 for a pre-tax gain of $3,472. The Company recognized a gain of $547 in 2023 related to the release of a holdback on previously sold mortgage servicing rights assets.

The following table presents the components of mortgage banking income included in noninterest income at December 31:

20242023
Gain on sales of loans, net(1)$16,612$14,573
Fees, net10,2169,051
Mortgage servicing income, net(2)9,5488,789
Mortgage banking income, net$36,376$32,413

(1) Gain on sales of loans, net includes pipeline fair value adjustments

(2) Mortgage servicing income, net includes gain on sale of mortgage servicing rights of $3,724 and $547, respectively.

Losses on sales of securities for the twelve months ended 2023 were $22,438, resulting from the sale of approximately $511,419 in securities. The Company also determined to sell a portion of its available-for-sale securities portfolio in December 2023 and thus recognized an impairment on those identified securities of $19,352 as of year-end (the securities were subsequently sold in January 2024). There were no other net gains or losses on sales of securities during 2024. For more information on securities sold in 2024, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds. BOLI income increased to $11,567 in 2024 as compared to $10,463 in 2023.

Other noninterest income was $15,311 for 2024 compared to $21,035 for 2023. In addition to the contingency income described above, other noninterest income includes income from our SBA banking division, our capital markets division and other miscellaneous income and can fluctuate based on production within our SBA and capital markets divisions and recognition of

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other nonseasonal income items. For 2023 other noninterest income included a one-time payment of $2,300 related to our participation in a recovery agreement assumed as part of a previous acquisition.

Noninterest Expense

Noninterest Expense to Average Assets
20242023
2.63%2.55%

Noninterest expense was $461,618 and $439,622 for 2024 and 2023, respectively.

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. The increase in salaries and employee benefits is primarily due to annual merit increases implemented in April 2024 along with increased health and life insurance costs due to unusual claims experience.

Compensation expense recorded in connection with awards of restricted stock, which is included within salaries and employee benefits, was $12,736 and $12,746 for 2024 and 2023, respectively. A portion of the restricted stock awards in both years was subject to the satisfaction of performance-based conditions.

Data processing costs increased $835 to $16,030 in 2024 from $15,195 in 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 2024 was $45,960, a decrease of $511 from $46,471 for 2023.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with newly-enacted and existing banking and governmental regulation. Professional fees were $12,418 for 2024 as compared to $13,671 for 2023.

Advertising and public relations expense was $16,210 for 2024, an increase of $1,484 compared to $14,726 for 2023. During 2024 and 2023, the Company contributed approximately $1,255 and $1,392, respectively, to charitable organizations throughout Mississippi, Georgia and Alabama, for which it received a dollar-for-dollar tax credit, and such contributions are included in our advertising and public relations expense.

Amortization of intangible assets totaled $4,691 for 2024 compared to $5,380 for 2023. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately one year to ten years.

Communication expenses are those expenses incurred for communication to clients and between employees. Communication expenses were $8,379 for 2024 as compared to $8,238 for 2023.

Merger and conversion related expenses totaled $13,349 in 2024. These expenses are related to the announced acquisition of The First and the sale of Renasant Insurance. There were no such expense in 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 $59,955 for 2024 as compared to $53,906 for 2023. 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.

Efficiency Ratio

Efficiency Ratio
20242023
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. 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

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equivalent basis and noninterest income. The efficiency ratio for 2024 was positively impacted by 504 basis points due to the sale of the insurance agency and was negatively impacted by 184 basis points due to merger and conversion expenses. The efficiency ratio for 2023 was negatively impacted by 496 basis points due to losses and impairments on strategic sales of securities. 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. The effective tax rates for those years were 20.21% and 18.35%, respectively, with the increase in rate driven primarily by changes in the Company’s BOLI portfolio, nondeductible transaction costs related to our potential merger with The First and the gain on the divestiture of the insurance agency. 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. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the next subsection under the heading “Liquidity and Capital Resources.”

Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments

Management of Credit Risk. Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. Credit risk is monitored and managed on an ongoing basis by a credit administration department, a problem asset resolution committee and the Board of Directors Credit Review Committee. Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees. 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. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Loan review personnel monitor and, if necessary, adjust the grades assigned to loans through periodic examination, focusing their review on commercial and real estate loans rather than consumer and small balance consumer mortgage loans, such as 1-4 family mortgage loans.

In compliance with loan policy, the lending staff is given lending limits based on their knowledge and experience. In addition, each lending officer’s prior performance is evaluated for credit quality and compliance as a tool for establishing and enhancing lending limits. Before funds are advanced on consumer and commercial loans below certain dollar thresholds, loans are reviewed and scored using centralized underwriting methodologies. Loan quality, or “risk-rating,” grades are assigned based upon certain factors, which include the scoring of the loans. This information is used to assist management in monitoring credit quality. 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 grades range from 10 to 95, with 10 rated loans having the least credit risk. For more information about the Company’s loan grades, see the information under the heading “Credit Quality” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Management’s problem asset resolution committee and the Board of Directors Credit Review Committee monitor loans that are past due or those that have been downgraded and are considered special mention or substandard due to a decline in the collateral value or cash flow of the debtor; the committees then adjust loan grades accordingly. 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. The collateral is sold at public auction for fair market value (based upon recent appraisals described in the above paragraph), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is sent to the Credit Review Committee for charge-off approval. These charge-offs reduce the allowance for credit losses on loans.

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Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans.

The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified. Net charge-offs for 2024 were $8,070, or 0.06% as a percentage of average loans, compared to net charge-offs of $12,330, or 0.10% as a percentage of average loans, for 2023. 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. 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. For an in-depth discussion of our accounting policies and our methodology for determining the appropriate level of the allowance for credit losses, please refer to the information in the “Critical Accounting Policies and Estimates” section above as well as the information under the headings “Loans and the Allowance for Credit Losses” and “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

In addition to its quarterly analysis of the allowance for credit losses, on a regular basis, management and the Board of Directors review loan ratios. These ratios include the allowance for credit losses as a percentage of total loans, net charge-offs as a percentage of average loans, nonperforming loans as a percentage of total loans and the allowance coverage on nonperforming loans. Also, management reviews past due ratios by officer, community bank and the Company as a whole.

The allowance for credit losses on loans was $201,756 and $198,578 at December 31, 2024 and 2023, respectively. The 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.

20242023
Balance% of TotalBalance% of Total
Commercial, financial, agricultural$38,52714.64%$43,98015.15%
Lease financing3,3680.70%2,5150.94%
Real estate – construction15,1268.49%18,61210.79%
Real estate – 1-4 family mortgage47,76127.07%47,28327.85%
Real estate – commercial mortgage90,20448.40%77,02044.43%
Installment loans to individuals6,7700.70%9,1680.84%
Total$201,756100.00%$198,578100.00%

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 that is believed to be adequate to meet the inherent risks of losses in our loan portfolio. The Company recorded a provision for credit losses on loans of $11,248 during 2024, as compared to $18,793 during 2023. The Company’s allowance for credit loss model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years. While credit metrics remained relatively stable, loan growth caused the Company’s model to indicate that the aforementioned provision for credit losses on loans was appropriate during 2024.

Provision for Credit Losses on Loans to Average Loans
20242023
0.16%0.16%

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The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31:

20242023
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 acquisition25
Provision for credit losses on loans11,24818,793
Charge-offs
Commercial, financial, agricultural4,4638,838
Lease financing6421,524
Real estate – construction14557
Real estate – 1-4 family mortgage966417
Real estate – commercial mortgage5,7375,568
Installment loans to individuals1,8562,636
Total charge-offs13,80919,040
Recoveries
Commercial, financial, agricultural1,7103,090
Lease financing3418
Real estate – construction48
Real estate – 1-4 family mortgage166389
Real estate – commercial mortgage2,278712
Installment loans to individuals1,5512,453
Total recoveries5,7396,710
Net charge-offs8,07012,330
Balance at end of year$201,756$198,578
Provision for credit losses on loans to average loans0.09%0.16%
Net charge-offs to average loans0.06%0.10%
Net charge-offs to allowance for credit losses on loans4.00%6.21%
Allowance for credit losses on loans to:
Total loans1.57%1.61%
Nonperforming loans178.11%286.26%
Nonaccrual loans182.07%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. The migration of three large relationships accounted for a significant majority of the increase in nonaccrual loans from 2023. The reserve for each loan, if any, is derived from the value of the underlying collateral and is believed to be sufficient to cover any expected loss.

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The table below reflects net charge-offs to daily average loans outstanding, by loan category, during the years ended December 31:

20242023
Net Charge-offsAverage LoansNet Charge-offs to Average LoansNet Charge-offsAverage LoansNet Charge-offs to Average Loans
Commercial, financial, agricultural$2,753$1,848,1950.15%$5,748$1,761,1030.33%
Lease financing608101,5170.60%1,506119,3761.26%
Real estate – construction1451,264,8190.01%91,347,228—%
Real estate – 1-4 family mortgage8003,427,3680.02%283,382,553—%
Real estate – commercial mortgage3,4595,842,7960.06%4,8565,241,8810.09%
Installment loans to individuals30594,4480.32%183111,0000.16%
Total$8,070$12,579,1430.06%$12,330$11,963,1410.10%

The following table provides further details of the Company’s net charge-offs (recoveries) of loans secured by real estate for the years ended December 31:

20242023
Real estate – construction:
Residential$145$9
Real estate – 1-4 family mortgage:
Primary392(111)
Home equity41476
Rental/investment(5)82
Land development(1)(19)
Total real estate – 1-4 family mortgage80028
Real estate – commercial mortgage:
Owner-occupied(75)157
Non-owner occupied3,5274,699
Land development7
Total real estate – commercial mortgage3,4594,856
Total net charge-offs of loans secured by real estate$4,404$4,893

Allowance for Credit Losses on Unfunded Commitments; Provision for Credit Losses on Unfunded Commitments. The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in the “Other liabilities” line item on the Consolidated Balance Sheets. Management estimates the amount of expected losses on unfunded loan commitments by calculating a likelihood of funding over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the allowance for credit loss on loans methodology described above to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company. A roll-forward of the allowance for credit losses on unfunded commitments is shown in the table below.

Year Ended December 31,
20242023
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

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Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are loans on which the accrual of interest has stopped and loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. Management, the problem asset resolution committee and our loan review staff closely monitor loans that are considered to be nonperforming.

Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for credit losses. Reductions in the carrying value subsequent to acquisition are charged to earnings and are included in “Other real estate owned” in the Consolidated Statements of Income.

The following table provides details of the Company’s nonperforming assets as of December 31 for each of the years presented.

20242023
Nonaccruing loans$110,811$68,816
Accruing loans past due 90 days or more2,464554
Total nonperforming loans113,27569,370
Other real estate owned8,6739,622
Total nonperforming assets$121,948$78,992
Nonperforming loans to total loans0.88%0.56%
Nonaccruing loans to total loans0.88%0.56%
Nonperforming assets to total assets0.68%0.46%

The level of nonperforming loans increased $43,905 from December 31, 2023, while other real estate owned decreased $949 during the same period. The increase in nonperforming loans is primarily due to current macroeconomic conditions with the impact spread among commercial and consumer loans.

The following table presents nonperforming loans by loan category at December 31 for each of the years presented.

20242023
Commercial, financial, agricultural$2,000$6,282
Lease financing4,083
Real estate – construction:
Residential1,223
Commercial16
Total real estate – construction1,239
Real estate – 1-4 family mortgage:
Primary55,03744,174
Home equity3,4042,849
Rental/investment3882,238
Land development1,76019
Total real estate – 1-4 family mortgage60,58949,280
Real estate – commercial mortgage:
Owner-occupied12,6793,373
Non-owner occupied29,2809,774
Land development3,291300
Total real estate – commercial mortgage45,25013,447
Installment loans to individuals114361
Total nonperforming loans$113,275$69,370

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Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans at December 31, 2024. 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.

Certain modifications of loans made to borrowers experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay (including extension of the amortization period), or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, are required to be disclosed in accordance with ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). Unused commitments relating to such modified loans totaled $1,135 and $3,115 at December 31, 2024 and 2023, respectively. Upon the Company’s determination that a modification has been subsequently deemed uncollectible, the loan, or portion of the loan, is charged off, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is adjusted accordingly. See the information under the heading “Certain Modifications to Borrowers Experiencing Financial Difficulties” in Note 3, “Loans,” Item 8, Financials Statements and Supplementary Data, in this report for more information.

The following table provides details of the Company’s other real estate owned as of December 31 for each of the years presented:

20242023
Residential real estate$2,966$1,211
Commercial real estate5,6818,407
Residential land development194
Commercial land development7
Total other real estate owned$8,673$9,622

Changes in the Company’s other real estate owned were as follows for the periods presented:

20242023
Balance as of January 1$9,622$1,763
Transfers of loans5,03710,738
Impairments(438)(18)
Dispositions(3,123)(2,840)
Other(2,425)(21)
Balance as of December 31$8,673$9,622

We realized net gains of $227 and $275 on dispositions of other real estate owned during 2024 and 2023, respectively.

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. Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking activities. Management believes a significant impact on the Company’s financial results stems from our ability to react to changes in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

Because of the impact of interest rate fluctuations on our profitability, the Board of Directors and management actively monitor and manage our interest rate risk exposure. We have an Asset/Liability Committee (the “ALCO”) that is authorized by the Board of Directors to monitor our interest rate sensitivity and to make decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital. The ALCO uses an asset/liability model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. 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.

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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. EVE is defined as the present value of assets minus the present value of liabilities at a point in time for a given set of market rate assumptions. An increase in EVE due to a specified rate change indicates an improvement in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

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 changes in interest rates assume an instantaneous and parallel shift in the yield curve and do not take into account changes in the slope of the yield curve.

Percentage Change In:
Immediate Change in Rates of:Economic Value Equity (EVE)Earning at Risk (EAR) (Net Interest Income)
Static1-12 Months13-24 Months
+2004.44%6.40%8.83%
+1002.69%3.75%4.99%
-100(3.48)%(4.48)%(5.71)%
-200(7.79)%(8.33)%(11.08)%

The rate shock results for the EVE and net interest income simulations for the next 24 months produce an asset sensitive position at December 31, 2024.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

The scenarios assume instantaneous movements in interest rates in the increments described in the table above. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions including asset prepayment speeds, the impact of competitive factors on our pricing of loans and deposits, how responsive our deposit repricing is to the change in market rates and the expected life of non-maturity deposits. These business assumptions are based upon our experience, business plans and published industry experience. Such assumptions may not necessarily reflect the manner or timing in which cash flows, asset yields and liability costs respond to changes in market rates. Because these assumptions are inherently uncertain, actual results will differ from simulated results.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps and/or floors, forward commitments, and interest rate lock commitments, as part of its ongoing efforts to mitigate its interest rate risk exposure. 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.

Liquidity and Capital Resources

Liquidity management is the ability to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.

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. We may also choose to access the brokered deposit market where rates are favorable to other sources of liquidity. We did not hold any brokered deposits at December 31, 2024, while our brokered deposits were $461,446 at December 31, 2023. The maturities of these deposits are described in the table under the “Contractual Obligations” heading below. Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the ALCO. At December 31, 2024 and 2023, the Company remained below limits on brokered deposits and other funding sources established by the ALCO.

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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 11.3% of the carrying value of the total securities portfolio. 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.

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. Federal funds are short term borrowings, generally overnight borrowings, between financial institutions, while security repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, that are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. 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. Long-term FHLB borrowings are used to match-fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowings compares favorably to the rates that we would be required to pay to attract deposits. At December 31, 2024 and 2023, there were no outstanding long-term advances with the FHLB. The total amount of the remaining credit available to us from the FHLB at December 31, 2024 was $4,004,630. We also maintain lines of credit with other commercial banks totaling $150,000. 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, 2024 or 2023.

Finally, we can access the capital markets to meet liquidity needs. The Company maintains a shelf registration statement with the SEC, which allows the Company to raise capital from time to time through the sale of common stock, preferred stock, debt securities, warrants and units, or a combination thereof, subject to market conditions. Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will be required to file with the SEC at the time of the specific offering. 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. Our common stock offering described under the “Performance Overview” heading above reflects our access of the capital markets as described in this paragraph. In addition, in previous years, we have accessed the capital markets to generate liquidity in the form of subordinated notes, as discussed under the heading “Borrowed Funds” in this Item 7.

Our strategy in choosing funding sources is focused on minimizing cost in the context of our balance sheet composition, interest rate risk position and our immediate and future liquidity needs to fund loan growth and other cash needs of customers. Accordingly, management targets growth of non-interest bearing deposits. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. We constantly monitor our funds position, short- and long-term liquidity needs and evaluate the effect that various funding sources have on our financial position. 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 TotalCost of Funds
2024202320242023
Noninterest-bearing demand23.61%26.94%%%
Interest-bearing demand48.8043.043.122.18
Savings5.586.580.350.33
Brokered deposits1.604.725.465.17
Time deposits16.6012.694.222.90
Borrowings3.816.035.125.13
Total deposits and borrowed funds100.00%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. Cash used in investing activities for the year ended December 31, 2024 was $298,041 compared to $55,399 in 2023. Proceeds from the sale, maturity or call of securities within our investment portfolio were $368,193 for 2024 compared to $747,959 for 2023. Proceeds from the investment portfolio were primarily used to fund loan growth or purchase investment securities. Purchases of investment securities were $174,229 for 2024 compared to $11,899 for 2023.

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Cash provided by financing activities for the year ended December 31, 2024 was $459,296 compared to $132,205 for the year ended December 31, 2023. Total deposits increased $495,827 for the year ended December 31, 2024 compared to an increase of $589,819 for 2023.

Restrictions on Bank Dividends, Loans and Advances

The Company’s liquidity and capital resources, as well as its ability to pay dividends to our shareholders, are substantially dependent on the ability of the Bank to transfer funds to the Company in the form of dividends, loans and advances. 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. In addition, the FDIC has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends. Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval of the FDIC may be required.

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. 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. The Federal Reserve’s criteria evaluates whether the holding company (1) has net income over the past four quarters sufficient to fully fund the proposed dividend (taking into account prior dividends paid during this period), (2) is considering stock repurchases or redemptions in the quarter, (3) does not have a concentration in commercial real estate and (4) is in good supervisory condition, based on its overall condition and its asset quality risk. A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At December 31, 2024, the maximum amount available for transfer from the Bank to the Company in the form of loans was $202,274. The Company maintains a line of credit collateralized by cash with the Bank totaling $3,000. There were no amounts outstanding under this line of credit at December 31, 2024.

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.

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.

Payments Due In:
Note ReferenceLess Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Lease liabilities(1)23$6,186$10,094$8,768$42,294$67,342
Deposits without a stated maturity(2)912,093,32812,093,328
Time deposits(2)92,394,11672,91211,0781,1782,479,284
Short-term Federal Home Loan Bank advances10100,000100,000
Other short-term borrowings108,0188,018
Junior subordinated debentures11113,916113,916
Subordinated notes11316,698316,698
Total contractual obligations$14,601,648$83,006$19,846$474,086$15,178,586

(1)Represents the undiscounted cash flows.

(2)Excludes interest.

Off-Balance Sheet Commitments

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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. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements of the Company. While the borrower has the ability to draw upon these commitments at any time (assuming the borrower’s compliance with the terms of the loan commitment), these commitments often expire without being drawn upon. The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31, 2024 and 2023 were as follows:

20242023
Loan commitments$2,856,308$3,091,997
Standby letters of credit90,267113,970

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 will continue this process as new commitments are entered into or existing commitments are renewed.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps, floors and/or collars, as part of its ongoing efforts to mitigate its interest rate risk exposure and to facilitate the needs of its customers. The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position with other financial institutions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. 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.

Additionally, the Company enters into interest rate lock commitments with its customers to mitigate the interest rate risk associated with the commitments to fund fixed-rate residential mortgage loans and also enters into forward commitments to sell residential mortgage loans to secondary market investors.

Finally, the Company enters into forward interest rate swap contracts on its FHLB borrowings and its junior subordinated debentures that are accounted for as cash flow hedges. Under each of these contracts, the Company pays a fixed rate of interest and receives a variable rate of interest. The Company entered into an interest rate swap contract on its subordinated notes that is accounted for as a fair value hedge. Under this contract, the Company pays a variable rate of interest and receives a fixed rate of interest.

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.

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. The increase in shareholders’ equity was attributable to the common stock offering (discussed below), earnings retention and changes in accumulated other comprehensive income, offset by dividends declared.

In July 2024, the Company completed its public offering of an aggregate of 7,187,500 shares of its common stock with net proceeds of $217,000.

In October 2024, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $100,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions. 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.

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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. Federal Reserve guidelines limit the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital, but these guidelines did not impact the amount of debentures we include in Tier 1 capital. Although our existing junior subordinated debentures are currently unaffected by these Federal Reserve guidelines, on account of changes enacted as part of the Dodd-Frank Act, any new trust preferred securities are not includable in Tier 1 capital. Further, if we complete the proposed merger with The First (or we make any other acquisition of a financial institution) now that we have exceeded $15,000,000 in assets, we will lose Tier 1 treatment of our junior subordinated debentures. The Company has subordinated notes with a carrying value of $316,698 at December 31, 2024, and $316,422 at December 31, 2023 included in the Company’s Tier 2 capital.

The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that bank holding companies and banks must maintain. Those guidelines specify capital tiers, which include the following classifications (which include the “capital conservation buffer” discussed below):

Capital TiersTier 1 Capital to Average Assets (Leverage)Common Equity Tier 1 to Risk - Weighted AssetsTier 1 Capital to Risk - Weighted AssetsTotal Capital to Risk - Weighted Assets
Well capitalized5% or above6.5% or above8% or above10% or above
Adequately capitalized4% or above4.5% or above6% or above8% or above
UndercapitalizedLess than 4%Less than 4.5%Less than 6%Less than 8%
Significantly undercapitalizedLess than 3%Less than 3%Less than 4%Less than 6%
Critically undercapitalizedTangible Equity / Total Assets less than 2%

The following table includes the capital ratios and capital amounts for the Company and the Bank as of the dates presented:

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ActualMinimum Capital Requirement to be Well CapitalizedMinimum Capital Requirement to be Adequately Capitalized (including the Capital Conservation Buffer)
AmountRatioAmountRatioAmountRatio
December 31, 2024
Renasant Corporation:
Tier 1 leverage ratio$1,935,52211.34%$853,5565.00%$682,8454.00%
Common equity tier 1 capital ratio1,825,19712.73%932,1626.50%1,003,8677.00%
Tier 1 risk-based capital ratio1,935,52213.50%1,147,2768.00%1,218,9818.50%
Total risk-based capital ratio2,449,12917.08%1,434,09510.00%1,505,80010.50%
Renasant Bank:
Tier 1 leverage ratio$1,843,12310.80%$852,9335.00%$682,3464.00%
Common equity tier 1 capital ratio1,843,12312.85%932,5526.50%1,004,2877.00%
Tier 1 risk-based capital ratio1,843,12312.85%1,147,7568.00%1,219,4918.50%
Total risk-based capital ratio2,022,73714.10%1,434,69510.00%1,506,43010.50%
December 31, 2023
Renasant Corporation:
Tier 1 leverage ratio$1,578,9189.62%$820,4285.00%$656,3424.00%
Common equity tier 1 capital ratio1,469,53110.52%908,1636.50%978,0227.00%
Tier 1 risk-based capital ratio1,578,91811.30%1,117,7408.00%1,187,5988.50%
Total risk-based capital ratio2,085,53114.93%1,397,17510.00%1,467,03310.50%
Renasant Bank:
Tier 1 leverage ratio$1,714,96510.45%$820,7615.00%$656,6084.00%
Common equity tier 1 capital ratio1,714,96512.25%909,7116.50%979,6897.00%
Tier 1 risk-based capital ratio1,714,96512.25%1,119,6448.00%1,189,6228.50%
Total risk-based capital ratio1,888,10413.49%1,399,55610.00%1,469,53310.50%

As previously disclosed, the Company adopted CECL as of January 1, 2020. The Company has elected to take advantage of transitional relief offered by the Federal Reserve and FDIC to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay.

For a detailed discussion of the capital adequacy guidelines applicable to the Company and the Bank, please refer to the information under the heading “Capital Adequacy Guidelines” in the “Supervision and Regulation-Supervision and Regulation of Renasant Corporation” section and the “Supervision and Regulation-Supervision and Regulation of Renasant Bank” section in Item 1, Business, in this report.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this document contains certain non-GAAP financial measures, namely, return on average tangible shareholders’ equity, return on average tangible assets and the ratio of tangible equity to tangible assets. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets. 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. 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. The reconciliations from GAAP to non-GAAP for these financial measures are below.

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Return on average tangible shareholders’ equity and Return on average tangible assets
202420232022
Net income (GAAP)$195,457$144,678$166,068
Amortization of intangibles4,6915,3805,122
Tax effect of adjustment noted above (1)(1,173)(1,012)(1,119)
Tangible net income (non-GAAP)$198,975$149,046$170,071
Average shareholders’ equity (GAAP)$2,466,384$2,224,506$2,184,603
Intangibles1,006,6651,012,239967,018
Average tangible shareholders’ equity (non-GAAP)$1,459,719$1,212,267$1,217,585
Average total assets (GAAP)$17,552,695$17,231,883$16,637,852
Intangibles1,006,6651,012,239967,018
Average tangible assets (non-GAAP)$16,546,030$16,219,644$15,670,834
Return on (average) shareholders’ equity (GAAP)7.92%6.50%7.60%
Effect of adjustment for intangible assets5.71%5.79%6.37%
Return on average tangible shareholders’ equity (non-GAAP)13.63%12.29%13.97%
Return on (average) assets (GAAP)1.11%0.84%1.00%
Effect of adjustment for intangible assets0.09%0.08%0.09%
Return on average tangible assets (non-GAAP)1.20%0.92%1.09%

(1) Tax effect is calculated based on the applicable periods’ effective tax rate.

Tangible common equity ratio (Tangible shareholders’ equity to tangible assets)
202420232022
Shareholders’ equity (GAAP)$2,678,318$2,297,383$2,136,016
Intangibles1,003,0031,010,4601,015,884
Tangible shareholders’ equity (non-GAAP)$1,675,315$1,286,923$1,120,132
Total assets (GAAP)$18,034,868$17,360,535$16,988,176
Intangibles1,003,0031,010,4601,015,884
Tangible assets (non-GAAP)$17,031,865$16,350,075$15,972,292
Shareholders’ equity to assets (GAAP)14.85%13.23%12.57%
Effect of adjustment for intangible assets5.01%5.36%5.56%
Tangible shareholders’ equity to tangible assets (non-GAAP)9.84%7.87%7.01%

None of the non-GAAP financial measures the Company has included in this document is intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. 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. 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.

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FY 2023 10-K MD&A

SEC filing source: 0000715072-24-000042.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

ITEM 7. 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, 2023 and 2022 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, 2022, filed with the SEC on February 24, 2023, which provides a discussion of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Annual Report on Form 10-K.

Performance Overview

Net income was $144,678 for 2023 compared to $166,068 for 2022. Basic and diluted earnings per share (“EPS”) were $2.58 and $2.56, respectively, for 2023 compared to $2.97 and $2.95, respectively, for 2022. At December 31, 2023, total assets increased to $17,360,535 from $16,988,176 at December 31, 2022. The changes in our financial condition and results of operations from 2022 to 2023 were driven by a number of factors, the most prominent of which are highlighted below:

Financial Highlights
Net interest income increased $38,029 to $519,327 for 2023 as compared to $481,298 for 2022. The increase from 2022 to 2023 was due to the continued increase in loan yields due to additional interest rate hikes by the Federal Reserve, as well as changes in the mix of earning assets during the year, partially offset by an increase in our cost of funds. The Company increased on-balance sheet liquidity following the bank failures in March 2023 resulting in incremental interest expense, and competition for deposits increased significantly during the year driving a surge in interest expense when compared to 2022.
Net charge-offs as a percentage of average loans were 0.10% and 0.07% in 2023 and 2022, respectively. The Company recorded a provision for credit losses of $15,593 in 2023 as compared to a provision for credit losses of $23,871 in 2022. The provision for credit losses was higher in 2022 due to the acquisition of Southeastern Commercial Finance, LLC and Republic Business Credit in March 2022 and December 2022, respectively.
Noninterest income was $113,075 for 2023 compared to $149,253 for 2022. The decrease in noninterest income is primarily attributable to net losses on sales of securities (including impairments) in connection with the repositioning of our securities portfolio.
Noninterest expense was $439,622 and $395,372 for 2023 and 2022, respectively. The increase in noninterest expense is primarily attributable to increases in salaries and employee benefits and other noninterest expense. Lower levels of loan production contributing to lower deferred origination costs, the acquisition of Republic Business Credit and the FDIC special assessment accrued in the fourth quarter of 2023 also contributed to the year-over-year increase in noninterest expense.
Loans, net of unearned income, were $12,351,230 at December 31, 2023 compared to $11,578,304 at December 31, 2022, an increase of 6.7%.
Deposits totaled $14,076,785 at December 31, 2023 compared to $13,486,966 at December 31, 2022. The increase in deposits is primarily due to an increase in money market and brokered deposits offset by a decrease in noninterest-bearing deposits.

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A historical look at key performance indicators is presented below.

202320222021
Diluted EPS$2.56$2.95$3.12
Diluted EPS Growth(13.22)%(5.45)%110.81%
Shareholders’ equity to assets13.23%12.57%13.15%
Tangible shareholders’ equity to tangible assets(1)7.87%7.01%7.86%
Return on Average Assets0.84%1.00%1.11%
Return on Average Tangible Assets(1)0.92%1.09%1.21%
Return on Average Shareholders’ Equity6.50%7.60%7.96%
Return on Average Tangible Shareholders’ Equity(1)12.29%13.97%14.53%

(1) These performance indicators are non-GAAP financial measures. A reconciliation of these financial measures from GAAP to non-GAAP as well as an explanation of why the Company provides these non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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. We monitor the status of proposed and newly issued accounting standards to evaluate the impact (or potential impact) on our financial condition and results of operations or on the preparation of our financial statements. Our accounting policies, including the impact of newly issued accounting standards, are discussed in detail in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. The following discussion supplements the discussion of our significant accounting policies in the financial statements.

Allowance for Credit Losses on Loans

The accounting estimate most important to the presentation of our financial statements is the allowance for credit losses and the related provision for credit losses which involves considerable subjective judgment and evaluation by management. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”; ASC 326 is also referred to herein as “CECL”). 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, future adjustments to the allowance may be necessary if actual economic or other conditions ultimately differ substantially from the assumptions we used in making the evaluation. Additionally, banking regulators periodically review our allowance for credit losses and may require us to recognize adjustments to the allowance based on their subjective judgment of information available to them at the time of their examination. Management evaluates the adequacy of the allowance for credit losses on a quarterly basis. Please refer to the discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report for more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses.

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 2023 and 2022, 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 the accounting for acquisitions, including the estimates and assumptions, and uncertainties underlying such estimates and assumptions, please refer to the information under the heading “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Additional details about loans acquired in connection with our acquisitions is set forth below under the heading “Risk Management - Credit Risk and Allowance for Credit Losses.”

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at December 31, 2023 compared to December 31, 2022. Total assets were $17,360,535 at December 31, 2023 compared to $16,988,176 at December 31, 2022.

Securities

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and other types of borrowings. The securities portfolio also serves as an outlet to deploy excess liquidity rather than hold such excess funds as cash. The following table shows the carrying value of our securities portfolio by investment type and the percentage of such investment type relative to the entire securities portfolio at December 31:

20232022
Balance% of PortfolioBalance% of Portfolio
Obligations of other U.S. Government agencies and corporations$%$164,6605.76%
Obligations of states and political subdivisions322,76415.05436,78815.28
Mortgage-backed securities1,695,60479.062,122,85574.28
Other debt securities126,4075.89133,7114.68
$2,144,775100.00%$2,858,014100.00%
Allowance for credit losses - held to maturity securities(32)(32)
Securities, net of allowance for credit losses$2,144,743$2,857,982

During 2023, we purchased $11,899 in investment securities. Proceeds from the sale of securities totaled $488,981, which were primarily used to pay down FHLB borrowings, and resulted in a pre-tax loss of $22,438. During 2023, proceeds from maturities and calls of securities totaled $258,978, and such proceeds were primarily used to fund loan growth.

During 2022, primarily in the first half of the year, we deployed a portion of our excess liquidity into the securities portfolio and purchased $804,899 in investment securities, with mortgage-backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprising the majority of such purchases. CMOs are included in the “Mortgage-backed securities” line item in the above table. The mortgage-backed securities and CMOs held in our investment portfolio are issued by government sponsored entities. We did not sell any securities in 2022. Proceeds from maturities and calls of securities during 2022 totaled $452,955, 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. 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. At December 31, 2023 and 2022, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $58,522 and $68,613, respectively. No gains or losses were recognized at the time of transfer.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis in accordance with ASC 326. Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical default rates, investment grades, current conditions, and reasonable and supportable forecasts about the future. At December 31, 2023 and 2022, the allowance for credit losses on held to maturity securities was $32.

At December 31, 2023, unrealized losses of $139,794 were recorded on available for sale investment securities with a carrying value of $692,593. At December 31, 2022, unrealized losses of $201,299 were recorded on available for sale securities with a carrying value of $1,515,088. At December 31, 2023, the Company had the intent to sell a portion of its securities in an unrealized loss position, and recognized a non-credit related impairment loss of $19,352 in addition to losses on sales of securities earlier in the year of $22,438. Notwithstanding the securities sales in 2023, it is not more likely than not that the Company will be required to sell any security in the investment portfolio prior to the recovery of its amortized cost basis, which

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may be maturity. 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, risk free rates, and not credit-related factors, are the reason for the losses. For municipal and corporate securities, the Company considers historical experience with credit sensitive securities, current market conditions, the financial health of the issuer, current credit ratings, ratings changes and outlook, explicit and implicit guarantees, and/or insurance programs when determining the fair value of the contractual cash flows. Based on its review of these factors as of December 31, 2023 and 2022, 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 Other comprehensive income.

The following table sets forth the scheduled maturity distribution and weighted average yield based on the amortized cost of the debt securities in our investment portfolio as of December 31, 2023.

Amortized CostYield
Held to Maturity:
Obligations of states and political subdivisions
Maturing within one year$%
Maturing after one year through five years7,7701.66%
Maturing after five years through ten years80,2331.83%
Maturing after ten years200,1522.15%
Other debt securities
Maturing after five years through ten years24,2583.04%
Maturing after ten years34,1142.34%
Residential mortgage-backed securities not due at a single maturity date:
Government agency MBS426,3061.95%
Government agency CMO387,2081.89%
Commercial mortgage-backed securities not due at a single maturity date:
Government agency MBS16,9831.79%
Government agency CMO44,5141.79%
Available for Sale:
Obligations of states and political subdivisions
Maturing within one year or less4,7033.02%
Maturing after one year through five years3,6055.19%
Maturing after five years through ten years12,1122.11%
Maturing after ten years15,9541.66%
Other debt securities
Maturing within one year or less1,0074.67%
Maturing after one year through five years32,7486.83%
Maturing after five years through ten years30,0334.04%
Residential mortgage-backed securities not due at a single maturity date:
Government agency MBS301,4001.55%
Government agency CMO485,1661.35%
Commercial mortgage-backed securities not due at a single maturity date:
Government agency MBS6,0292.31%
Government agency CMO161,2991.99%
Other debt securities not due at a single maturity date:8,5951.87%
$2,284,1891.90%

In the table above, weighted average yields on tax-exempt obligations have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%. These yields were calculated using coupon interest for the month of December of 2023, adjusted for discount accretion and premium amortization, where applicable.

For more information about the Company’s securities, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Loans Held for Sale

Loans held for sale were $179,756 at December 31, 2023 compared to $110,105 at December 31, 2022. Mortgage loans to be sold, which made up all of our loans held for sale at each of December 31, 2023 and 2022, are sold either on a “best efforts” basis or under a “mandatory delivery” sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored entities, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. 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. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within 30-40 days after the loan is funded. 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. Loans held for sale fluctuates based on mortgage production volume.

Loans

Loans held for investment, which excludes loans held for sale, is the Company’s most significant earning asset, comprising 71.15% and 68.16% of total assets at December 31, 2023 and 2022, 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.

The tables below set forth the balance of loans outstanding by loan type and the percentage of loans, by category, to total loans at December 31:

December 31, 2023December 31, 2022
Total LoansPercentage of Total LoansTotal LoansPercentage of Total Loans
Commercial, financial, agricultural$1,871,82115.15%$1,673,88314.46%
Lease financing, net of unearned discount116,0200.94%115,0130.99%
Real estate – construction:
Residential269,6162.18%355,5003.07%
Commercial1,063,7818.61%974,8378.42%
Total real estate – construction1,333,39710.79%1,330,33711.49%
Real estate – 1-4 family mortgage:
Primary2,422,48219.61%2,222,85619.20%
Home equity522,6884.23%501,9064.33%
Rental/investment373,7553.03%334,3822.89%
Land development120,9940.98%157,1191.36%
Total real estate – 1-4 family mortgage3,439,91927.85%3,216,26327.78%
Real estate – commercial mortgage:
Owner-occupied1,648,96113.35%1,539,29613.29%
Non-owner occupied3,733,17430.23%3,452,91029.82%
Land development104,4150.85%125,8571.09%
Total real estate – commercial mortgage5,486,55044.43%5,118,06344.20%
Installment loans to individuals103,5230.84%124,7451.08%
Total loans, net of unearned income$12,351,230100.00%$11,578,304100.00%

Loan concentrations exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2023 and 2022, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above.

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The following table sets forth loans held for investment, net of unearned income, outstanding at December 31, 2023, which, based on remaining contractually-scheduled repayments of principal, are due in the periods indicated. Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial maturity when credit conditions remain satisfactory. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported below as due in one year or less. See “Risk Management – Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments” in this Item 7 for information regarding the risk elements applicable to, and a summary of our loan loss experience with respect to, the loans in each of the categories listed below.

One Year or LessAfter One Year Through Five YearsAfter Five Years Through Fifteen YearsAfter Fifteen YearsTotal
Commercial, financial, agricultural$1,334,200$420,489$116,847$285$1,871,821
Lease financing, net of unearned income4,06068,13143,829116,020
Real estate – construction:
Residential164,58511,57585,3918,065269,616
Commercial883,119138,83037,6104,2221,063,781
Total real estate – construction1,047,704150,405123,00112,2871,333,397
Real estate – 1-4 family mortgage:
Primary180,935453,9471,025,956761,6442,422,482
Home equity519,8301,7291,03495522,688
Rental/investment56,525292,04725,11370373,755
Land development105,67015,028296120,994
Total real estate – 1-4 family mortgage862,960762,7511,052,399761,8093,439,919
Real estate – commercial mortgage:
Owner-occupied440,906712,556476,93118,5681,648,961
Non-owner occupied1,869,9271,450,901411,5817653,733,174
Land development46,37557,114926104,415
Total real estate – commercial mortgage2,357,2082,220,571889,43819,3335,486,550
Installment loans to individuals34,24447,76320,925591103,523
Total loans, net of unearned income$5,640,376$3,670,110$2,246,439$794,305$12,351,230

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The following table sets forth the fixed and variable rate loans maturing or scheduled to reprice after one year as of December 31, 2023:

Interest Sensitivity
Fixed RateVariable Rate
Commercial, financial, agricultural$445,672$91,949
Lease financing, net of unearned income111,960
Real estate – construction:
Residential25,12679,905
Commercial156,02224,640
Total real estate – construction181,148104,545
Real estate – 1-4 family mortgage:
Primary1,108,9581,132,589
Home equity2,661197
Rental/investment299,34517,885
Land development14,890434
Total real estate – 1-4 family mortgage1,425,8541,151,105
Real estate – commercial mortgage:
Owner-occupied1,077,653130,402
Non-owner occupied1,677,458185,789
Land development56,5191,521
Total real estate – commercial mortgage2,811,630317,712
Installment loans to individuals67,6791,600
Total loans, net of unearned income$5,043,943$1,666,911

Deposits

The Company relies on deposits as its major source of funds. Total deposits were $14,076,785 and $13,486,966 at December 31, 2023 and 2022, respectively. Noninterest-bearing deposits were $3,583,675 and $4,558,756 at December 31, 2023 and 2022, respectively, while interest-bearing deposits were $10,493,110 and $8,928,210 at December 31, 2023 and 2022, respectively. Interest-bearing deposits included brokered deposits at December 31, 2023 and 2022 of $461,441 and $233,133, respectively.

The decrease in noninterest-bearing deposits across the Company’s footprint in 2023 and 2022 was primarily driven by increases in interest-bearing deposit rates. Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits and time deposits greater than $250,000). Noninterest-bearing deposits decreased to 25.46% of total deposits at December 31, 2023, as compared to 33.80% of total deposits at December 31, 2022, due to noninterest-bearing deposits being moved to other types of deposits or financial products bearing higher interest rates. 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). The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin as well as business opportunities that may accompany deposits we acquire. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Public fund deposits may be readily obtained based on the Company’s pricing bid in comparison with competitors. Public fund deposits may fluctuate as competitive and market forces change because these deposits are obtained through a bid process. Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable. Our public fund transaction accounts are principally obtained

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from public universities and municipalities, including school boards and utilities. Public fund deposits at December 31, 2023 were $1,866,495 compared to $1,760,460 at December 31, 2022.

Deposits that are in excess of the FDIC insurance limit were $5,778,174 and $6,017,030 at December 31, 2023 and 2022, respectively. Public fund deposits in excess of the FDIC insurance limit but that were collateralized by pledged securities in the Company's investment portfolio totaled $1,485,684. The following table shows the maturity of time deposits at December 31, 2023 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured:

Three Months or Less$218,089
Over Three through Six Months246,454
Over Six through Twelve Months210,453
Over 12 Months23,960
Total$698,956

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. 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 2023 and 2022, 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. The weighted-average interest rates on outstanding advances at December 31, 2023 and 2022 were 5.70% and 4.57%, respectively. The following table presents our short-term borrowings by type at December 31:

20232022
Security repurchase agreements$7,577$12,232
Short-term borrowings from the FHLB300,000700,000
Total short-term borrowings$307,577$712,232

At December 31, 2023, 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 long-term debt by type at December 31:

20232022
Junior subordinated debentures$112,978$112,042
Subordinated notes316,422316,091
Total long-term debt$429,400$428,133

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. The Company had $2,922,315 of availability on unused lines of credit with the FHLB at December 31, 2023 compared to $3,651,678 at December 31, 2022.

The Company owns subordinated notes, the proceeds of which have been used for general corporate purposes. The subordinated notes qualify as Tier 2 capital under the current regulatory guidelines.

Finally, the Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors. The trusts used the proceeds from the issuance of their preferred capital securities and common securities (collectively referred to as “capital securities”) to buy floating rate junior subordinated debentures issued by the Company (or by companies that the Company subsequently acquired). The debentures are the trusts’ only assets and interest payments from the debentures finance the distributions paid on the capital securities.

For more information about the terms and conditions of the Company’s junior subordinated debentures and subordinated notes, see Note 11, “Long-Term Debt,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Results of Operations

Net Income

Net income for the year ended December 31, 2023 was $144,678 compared to net income of $166,068 for the year ended December 31, 2022. Basic earnings per share for the year ended December 31, 2023 was $2.58 as compared to $2.97 for the year ended December 31, 2022. Diluted earnings per share for the year ended December 31, 2023 was $2.56 as compared to $2.95 for the year ended December 31, 2022.

From time to time, the Company incurs expenses and charges in connection with certain transactions with respect to which management is unable to accurately predict when these expenses or charges will be incurred or, when incurred, the amount of such expenses or charges. The following table presents the impact of these expenses and charges on reported EPS for the dates presented. The gain on the sale of mortgage servicing rights (“MSRs”), gain on extinguishment of debt and losses on security sales are discussed below under the “Noninterest Income” heading.

Twelve Months Ended December 31,
20232022
Pre-taxAfter-taxImpact to Diluted EPSPre-taxAfter-taxImpact to Diluted EPS
Gain on sale of MSR$(547)$(444)$$(2,960)$(2,296)$(0.04)
Restructuring charges7325680.01
Merger and conversion expenses1,7871,3860.02
Gain on extinguishment of debt(620)(503)(0.01)
Initial provision for acquisition2,8202,1870.04
Voluntary reimbursement of certain re-presentment NSF fees1,2559730.02
Losses on security sales (including impairments)41,79033,9260.60
Note: Balances in the table above are shown to reflect impact to income if removed (i.e. negative balances for income items and positive balances for expense items).

Net Interest Income

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 82.43% of total net revenue in 2023. Total net revenue consists of net interest income on a fully taxable equivalent basis and noninterest income. The primary concerns in managing net interest income are the volume, mix and repricing of assets and liabilities.

Net interest income increased 7.90% to $519,327 for 2023 compared to $481,298 in 2022. On a tax equivalent basis, net interest income increased $40,636 to $530,340 in 2023 as compared to $489,704 in 2022. Net interest margin was 3.45% for 2023 as compared to 3.30% for 2022.

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, 2023, 2022 and 2021:

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202320222021
Average BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ Rate
Assets
Interest-earning assets:
Loans held for investment(1)$11,963,141$713,8975.97%$10,677,995$476,7464.46%$10,310,070$427,2964.15%
Loans held for sale181,25311,8076.51%203,9819,2124.52%454,72712,6322.78%
Securities:
Taxable(2)2,313,87444,6191.93%2,699,55645,7691.70%1,710,47424,9121.46%
Tax-exempt332,7497,6342.29%401,9609,6362.40%316,4568,8762.80%
Total securities2,646,62352,2531.97%3,101,51655,4051.79%2,026,93033,7881.67%
Interest-bearing balances with banks568,15530,3755.35%846,7688,8531.05%1,263,3641,6880.13%
Total interest-earning assets15,359,172808,3325.26%14,830,260550,2163.71%14,055,091475,4043.38%
Cash and due from banks187,127201,419199,705
Intangible assets1,012,239967,018966,733
Other assets673,345639,155684,457
Total assets$17,231,883$16,637,852$15,905,986
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand(3)$6,357,753$138,7302.18%$6,420,905$25,8400.40%$6,177,944$15,3080.25%
Savings deposits971,5223,1970.33%1,116,0131,0230.09%976,6166980.07%
Brokered deposits697,69936,0395.17%23,6341,0724.54%%
Time deposits1,874,22454,3652.90%1,310,3987,2730.56%1,539,76312,9700.84%
Total interest-bearing deposits9,901,198232,3312.35%8,870,95035,2080.40%8,694,32328,9760.33%
Borrowed funds890,76545,6615.13%624,88725,3044.05%470,99315,7083.34%
Total interest-bearing liabilities10,791,963277,9922.58%9,495,83760,5120.64%9,165,31644,6840.49%
Noninterest-bearing deposits3,979,9514,760,4324,310,834
Other liabilities235,463196,980220,427
Shareholders’ equity2,224,5062,184,6032,209,409
Total liabilities and shareholders’ equity$17,231,883$16,637,852$15,905,986
Net interest income/ net interest margin$530,3403.45%$489,7043.30%$430,7203.07%

(1)Shown net of unearned income.

(2)U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which we operate.

(3)Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

The daily average balances of nonaccruing assets are included in the foregoing table. 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. 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 2023, net interest income growth was primarily driven by the rising rate environment throughout 2022 and 2023. The higher interest rates benefited yields on earnings assets, which, coupled with steady loan growth, resulted in an increase in interest income year over year. This increase was partially offset by an increase in interest expense. The rising interest rates negatively impacted both the cost and mix of our funding sources, and management’s decision to increase on-balance sheet liquidity following the bank failures in March 2023 also resulted in higher cost of funds and interest expense. The Company has continued its efforts to mitigate increases in the cost of funding through maintaining noninterest-bearing deposits, staying disciplined yet competitive in pricing on interest-bearing deposits in the current rate environment and accessing alternative sources of liquidity, such as brokered deposits. In 2023, however, management’s paramount concern was ensuring the safe and sound operation of the Bank in light of industry-wide conditions, which led to the Company significantly increasing its brokered deposits and borrowed funds in the 2023 as compared to 2022 to maintain robust on-balance sheet liquidity.

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The following table sets forth a summary of the changes in interest earned, on a tax equivalent basis, and interest paid resulting from changes in volume and rates for the Company for the years indicated. 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). The changes attributable to the combined impact of yield/rate and volume have been allocated on a pro-rata basis using the absolute ratio value of amounts calculated.

2023 Compared to 20222022 Compared to 2021
VolumeRateNetVolumeRateNet
Interest income:
Loans$62,453$174,698$237,151$15,638$33,812$49,450
Loans held for sale(1,118)3,7132,595(9,007)5,587(3,420)
Securities:
Taxable(6,997)5,847(1,150)16,2474,61020,857
Tax-exempt(1,602)(400)(2,002)2,251(1,491)760
Interest-bearing balances with banks(3,800)25,32221,522(731)7,8967,165
Total interest-earning assets48,936209,180258,11624,39850,41474,812
Interest expense:
Interest-bearing demand deposits(257)113,147112,8906259,90710,532
Savings deposits(149)2,3232,174109216325
Brokered deposits34,79816934,9671,0471,047
Time deposits4,35142,74147,092(1,730)(3,942)(5,672)
Borrowed funds12,5357,82220,3575,7973,7999,596
Total interest-bearing liabilities51,278166,202217,4805,8489,98015,828
Change in net interest income$(2,342)$42,978$40,636$18,550$40,434$58,984

The daily average balances of nonaccruing assets are included in the foregoing table. 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.

Interest income, on a tax equivalent basis, was $808,332 for 2023 compared to $550,216 for 2022, an increase of $258,116. The following table presents the percentage of total average earning assets, by type and yield, for 2023 and 2022:

Percentage of TotalYield
2023202220232022
Loans held for investment77.89%72.00%5.97%4.46%
Loans held for sale1.181.386.514.52
Securities17.2320.911.971.79
Interest-bearing balances with banks3.705.715.351.05
Total earning assets100.00%100.00%5.26%3.71%

In 2023, interest income on loans held for investment, on a tax equivalent basis, increased $237,151 to $713,897 from $476,746 in 2022. This increase was primarily due to additional interest rate increases by the Federal Reserve since March 2022, coupled with a $1,285,146 increase in our average balance of loans to $11,963,141 in 2023 from $10,677,995 in 2022.

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The impact from interest income collected on problem loans and purchase accounting adjustments on purchased loans to total interest income on loans, loan yield and net interest margin is shown in the table below for the periods presented:

Twelve months ended December 31,
20232022
Net interest income collected on problem loans$219$2,949
Accretable yield recognized on purchased loans(1)4,1665,198
Total impact to interest income on loans$4,385$8,147
Impact to total loan yield0.04%0.08%
Impact to net interest margin0.03%0.05%

(1)Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $2,002 and $2,274 for the twelve months ended December 31, 2023 and 2022, respectively, which increased loan yield by 2 basis points for both 2023 and 2022.

Interest income on loans held for sale, on a tax equivalent basis, increased $2,595 to $11,807 in 2023 from $9,212 in 2022, due to an increase in yields during 2023, offset slightly by a decrease in the average balance of loans held for sale during the year.

In 2023, investment income, on a tax equivalent basis, decreased $3,152 to $52,253 from $55,405 in 2022, primarily due to the decrease in the balance of the securities portfolio during the year, offset by the increase in yield on securities during 2023 due to the sale or maturity of lower yielding securities. The following table presents the taxable equivalent yield on securities for the periods presented:

Twelve months ended December 31,
20232022
Taxable equivalent interest income on securities$52,253$55,405
Average securities$2,646,623$3,101,516
Taxable equivalent yield on securities1.97%1.79%

Interest expense was $277,992 in 2023 compared to $60,512 in 2022. 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 TotalCost of Funds
2023202220232022
Noninterest-bearing demand26.94%33.39%%%
Interest-bearing demand43.0445.042.180.40
Savings6.587.830.330.09
Brokered deposits4.720.175.174.43
Time deposits12.699.192.900.56
Borrowed funds6.034.385.134.05
Total deposits and borrowed funds100.00%100.00%1.88%0.42%

Interest expense on deposits was $232,331 and $35,208 for 2023 and 2022, respectively. The cost of total deposits was 1.67% and 0.26% for the years ending December 31, 2023 and 2022, respectively. The cost of interest-bearing deposits was 2.35% and 0.40% for the same respective periods. The increase in both deposit expense and cost is attributable to the Company’s efforts to offer competitive deposit rates in the rising interest rate environment and its decision to maintain additional on-balance sheet liquidity following the bank failures and broader industry concerns about bank liquidity that arose in March 2023. During 2023, the Company continued its efforts to maintain noninterest-bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous or otherwise deemed advisable due to market conditions.

Interest expense on total borrowings was $45,661 and $25,304 for the years ending December 31, 2023 and 2022, respectively, while the cost of total borrowings was 5.13% and 4.05% for the years ended December 31, 2023 and 2022, respectively. The increase in interest expense is a result of higher average borrowings and interest rates driven by an increase in short-term FHLB borrowings in the latter part of 2022 and beginning of 2023. The repayment of FHLB borrowings during 2023 had a nominal impact to interest expense for the year ended December 31, 2023.

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A more detailed discussion of the cost of our funding sources is set forth below under the heading “Liquidity and Capital Resources” in this item. For more information about our outstanding subordinated notes and junior subordinated debentures, see Note 11, “Long-Term Debt,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Noninterest Income

Noninterest Income to Average Assets
20232022
0.66%0.90%
Note: the 2023 noninterest income to average assets ratio was negatively impacted by 13 basis points due to losses on sales and impairments of securities.

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. 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 17.57% and 23.36% for 2023 and 2022, respectively. Noninterest income was $113,075 for the year ended December 31, 2023, a decrease of $36,178, or 24.24%, as compared to $149,253 for 2022. The decrease during the year was driven primarily by the loss on the sale of securities (including impairment charges) during 2023.

Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees. Service charges on deposit accounts were $39,199 and $39,957 for the twelve months ended December 31, 2023 and 2022, respectively. Overdraft fees, the largest component of service charges on deposits, decreased to $20,095 for the twelve months ended December 31, 2023 compared to $21,575 for the same period in 2022. The Company completed its plans to eliminate certain overdraft and NSF fees, which became effective January 1, 2023. These fees totaled approximately $5,500 and $4,700 in 2022 and 2021, respectively.

Fees and commissions increased to $17,901 in 2023 as compared to $17,268 in 2022. 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 $9,383 for the twelve months ended December 31, 2023 compared to $9,899 for the same period in 2022.

Through Renasant Insurance, we offer a range of commercial and personal insurance products through major insurance carriers. Income earned on insurance products was $11,102 and $10,754 for the years ended December 31, 2023 and 2022, respectively. Contingency income is a bonus received from the insurance underwriters and is based both on commission income and claims experience on our clients’ policies during the previous year. Increases and decreases in contingency income are reflective of corresponding increases and decreases in the amount of claims paid by insurance carriers. Contingency income, which is included in the “Other noninterest income” line item on the Consolidated Statements of Income, was $970 and $567 for 2023 and 2022, respectively.

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. 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 the type of account. The Financial Services division provides specialized products and services to our customers, which include fixed and variable annuities, mutual funds, and stocks offered through a third party provider. Wealth Management revenue was $22,132 for 2023 compared to $22,339 for 2022. The market value of assets under management or administration was $5,238,131 and $5,004,329 at December 31, 2023 and 2022, respectively.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. 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 $1,330,912 in 2023 and $1,679,356 in 2022. The decrease in mortgage loan originations in 2023 was due to the continued material increases in mortgage interest rates from historically low rates and exacerbated by a general lack of housing supply, each of which significantly dampened demand for mortgages nationwide. In 2022, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $15,565 for a pre-tax gain of $2,960. The Company recognized a gain of $547 in 2023 related to a holdback on those previously sold mortgage servicing rights assets.

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The following table presents the components of mortgage banking income included in noninterest income at December 31:

20232022
Gain on sales of loans, net(1)$14,573$15,803
Fees, net9,05110,371
Mortgage servicing income, net(2)8,7899,620
Mortgage banking income, net$32,413$35,794

(1) Gain on sales of loans, net includes pipeline fair value adjustments

(2) Mortgage servicing income, net includes gain on sale of mortgage servicing rights of $547 and $2,960, respectively.

Losses on sales of securities for the twelve months ended 2023 were $22,438, resulting from the sale of approximately $511,419 in securities. The Company also determined to sell a portion of its available-for-sale securities portfolio in December of 2023 and thus recognized an impairment on those identified securities of $19,352 as of year-end (the securities were subsequently sold in January 2024). There were no net gains or losses on sales of securities during 2022. For more information on securities sold in 2023, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds. BOLI income increased to $10,463 in 2023 as compared to $9,267 in 2022. The Company purchased $80,000 in additional BOLI policies during the first quarter of 2022. No such purchases were made in 2023.

The Company recognized a $620 gain in 2023 in connection with the extinguishment of $3,300 of its subordinated debt.

In addition to the contingency income described above, other noninterest income includes income from our SBA banking division, our capital markets division and other miscellaneous income and can fluctuate based on the claims experience in our Insurance agency, SBA production and recognition of other nonseasonal income items. For 2023 other noninterest income included a one-time payment of $2,300 related to our participation in a recovery agreement assumed as part of a previous acquisition. Other noninterest income was $21,035 for 2023 compared to $13,874 for 2022.

Noninterest Expense

Noninterest Expense to Average Assets
20232022
2.55%2.38%

Noninterest expense was $439,622 and $395,372 for 2023 and 2022, respectively.

Salaries and employee benefits is the largest component of noninterest expense and represented 64.09% and 66.18% of total noninterest expense at December 31, 2023 and 2022, respectively. During 2023, salaries and employee benefits increased $20,114, or 7.69%, to $281,768 as compared to $261,654 for 2022. The increase in salaries and employee benefits is primarily due to increases in the minimum wage we pay our employees that were implemented in May 2022 along with annual merit increases implemented in April 2023. The acquisition of Republic Business Credit added $6,362 to salaries and employee benefits expense in 2023.

Compensation expense recorded in connection with awards of restricted stock, which is included within salaries and employee benefits, was $12,746 and $10,595 for 2023 and 2022, respectively. A portion of the restricted stock awards in both years was subject to the satisfaction of performance-based conditions.

Data processing costs increased $295 to $15,195 in 2023 from $14,900 in 2022. 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 2023 was $46,471, an increase of $1,652 from $44,819 for 2022.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with newly-enacted and existing banking and governmental regulation. Professional fees were $13,671 for 2023 as compared to $11,872 for 2022.

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Advertising and public relations expense was $14,726 for 2023, an increase of $401 compared to $14,325 for 2022. During 2023 and 2022, the Company contributed approximately $1,392 and $1,350, respectively, to charitable organizations throughout Mississippi, Georgia and Alabama, for which it received a dollar-for-dollar tax credit, and such contributions are included in our advertising and public relations expense.

Amortization of intangible assets totaled $5,380 for 2023 compared to $5,122 for 2022. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately one year to ten years.

Communication expenses are those expenses incurred for communication to clients and between employees. Communication expenses were $8,238 for 2023 as compared to $7,958 for 2022.

Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense and other miscellaneous fees and operating expenses. Other noninterest expense was $53,906 for 2023 as compared to $32,656 for 2022. The increase in other noninterest expense is primarily attributable to lower deferred loan origination expense in 2023 compared to 2022 and the accrual in the fourth quarter of 2023 of an FDIC deposit insurance special assessment of $2,700. The amount of loan origination expense deferred is directly correlated to the volume and mix of our loan production during the period.

Efficiency Ratio

Efficiency Ratio
20232022
68.33%61.88%

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. 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 efficiency ratio for 2023 was negatively impacted by 496 basis points due to losses and impairments on strategic sales of securities. 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 2023 and 2022 was $32,509 and $45,240, respectively. The effective tax rates for those years were 18.82% and 21.78%, respectively, with the decrease in rate driven by the loss we incurred in connection with our securities sales in 2023. 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. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the next subsection under the heading “Liquidity and Capital Resources.”

Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments

Management of Credit Risk. Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. Credit risk is monitored and managed on an ongoing basis by a credit administration department, a problem asset resolution committee and the Board of Directors Credit Review Committee. Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees. 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. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Loan review personnel monitor and, if necessary, adjust the grades assigned to loans through periodic examination, focusing their review on commercial and real estate loans rather than consumer and small balance consumer mortgage loans, such as 1-4 family mortgage loans.

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In compliance with loan policy, the lending staff is given lending limits based on their knowledge and experience. In addition, each lending officer’s prior performance is evaluated for credit quality and compliance as a tool for establishing and enhancing lending limits. Before funds are advanced on consumer and commercial loans below certain dollar thresholds, loans are reviewed and scored using centralized underwriting methodologies. Loan quality, or “risk-rating,” grades are assigned based upon certain factors, which include the scoring of the loans. This information is used to assist management in monitoring credit quality. 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 grades range from 10 to 95, with 10 rated loans having the least credit risk. For more information about the Company’s loan grades, see the information under the heading “Credit Quality” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Management’s problem asset resolution committee and the Board of Directors’ Credit Review Committee monitor loans that are past due or those that have been downgraded and are considered special mention or substandard due to a decline in the collateral value or cash flow of the debtor; the committees then adjust loan grades accordingly. 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. The collateral is sold at public auction for fair market value (based upon recent appraisals described in the above paragraph), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is sent to the Board of Directors’ Credit Review Committee for charge-off approval. These charge-offs reduce the allowance for credit losses on loans. Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans.

The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified. Net charge-offs for 2023 were $12,330, or 0.10% as a percentage of average loans, compared to net charge-offs of $7,329, or 0.07% as a percentage of average loans, for 2022. The charge-offs in 2023 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. 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. For an in-depth discussion of our accounting policies and our methodology for determining the appropriate level of the allowance for credit losses, please refer to the information in the “Critical Accounting Policies and Estimates” section above as well as the information under the headings “Loans and the Allowance for Credit Losses” and “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” and Note 4, “Allowance for Credit Losses,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

In addition to its quarterly analysis of the allowance for credit losses, on a regular basis, management and the Board of Directors review loan ratios. These ratios include the allowance for credit losses as a percentage of total loans, net charge-offs as a percentage of average loans, nonperforming loans as a percentage of total loans and the allowance coverage on nonperforming loans. Also, management reviews past due ratios by officer, community bank and the Company as a whole.

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The allowance for credit losses on loans was $198,578 and $192,090 at December 31, 2023 and 2022, respectively. The 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.

20232022
Balance% of TotalBalance% of Total
Commercial, financial, agricultural$43,98015.15%$44,25514.46%
Lease financing2,5150.94%2,4630.99%
Real estate – construction18,61210.79%19,11411.49%
Real estate – 1-4 family mortgage47,28327.85%44,72727.78%
Real estate – commercial mortgage77,02044.43%71,79844.20%
Installment loans to individuals9,1680.84%9,7331.08%
Total$198,578100.00%$192,090100.00%

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 that is believed to be adequate to meet the inherent risks of losses in our loan portfolio. The Company recorded a provision for credit losses on loans of $18,793 during 2023, as compared to $23,788 during 2022. The provision for credit losses in 2022 included an initial provision for the Southeastern Commercial Finance, LLC and Republic Business Credit acquisitions of $2,820. The Company’s allowance for credit loss model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years. While credit metrics remained relatively stable, loan growth caused the Company’s model to indicate that the aforementioned provision for credit losses on loans was appropriate during 2023.

Provision for Credit Losses on Loans to Average Loans
20232022
0.16%0.22%

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The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31:

20232022
Balance at beginning of year$192,090$164,171
Initial allowance for purchased loans with more than insignificant credit deterioration existing at the date of acquisition2511,460
Provision for credit losses on loans18,79323,788
Charge-offs
Commercial, financial, agricultural8,8385,120
Lease financing1,5247
Real estate – construction57
Real estate – 1-4 family mortgage417757
Real estate – commercial mortgage5,5685,134
Installment loans to individuals2,6363,167
Total charge-offs19,04014,185
Recoveries
Commercial, financial, agricultural3,0902,471
Lease financing18146
Real estate – construction48
Real estate – 1-4 family mortgage389821
Real estate – commercial mortgage712418
Installment loans to individuals2,4533,000
Total recoveries6,7106,856
Net charge-offs12,3307,329
Balance at end of year$198,578$192,090
Provision for credit losses on loans to average loans0.16%0.22%
Net charge-offs to average loans0.10%0.07%
Net charge-offs to allowance for credit losses on loans6.21%3.82%
Allowance for credit losses on loans to:
Total loans1.61%1.66%
Nonperforming loans286.26%337.73%
Nonaccrual loans288.56%339.71%
Nonaccrual loans to total loans:0.56%0.49%

The table below reflects net charge-offs to daily average loans outstanding, by loan category, during the years ended December 31:

20232022
Net Charge-offsAverage LoansNet Charge-offs to Average LoansNet Charge-offsAverage LoansNet Charge-offs to Average Loans
Commercial, financial, agricultural$5,748$1,761,1030.33%$2,649$1,489,5950.18%
Lease financing1,506119,3761.26%(139)95,906(0.14)%
Real estate – construction91,347,228—%1,149,925—%
Real estate – 1-4 family mortgage283,382,553—%(64)3,042,187—%
Real estate – commercial mortgage4,8565,241,8810.09%4,7164,767,8880.10%
Installment loans to individuals183111,0000.16%167132,4940.13%
Total$12,330$11,963,1410.10%$7,329$10,677,9950.07%

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The following table provides further details of the Company’s net charge-offs (recoveries) of loans secured by real estate for the years ended December 31:

20232022
Real estate – construction:
Residential$9$
Real estate – 1-4 family mortgage:
Primary(111)223
Home equity76(75)
Rental/investment82(9)
Land development(19)(203)
Total real estate – 1-4 family mortgage28(64)
Real estate – commercial mortgage:
Owner-occupied157609
Non-owner occupied4,6994,276
Land development(169)
Total real estate – commercial mortgage4,8564,716
Total net charge-offs of loans secured by real estate$4,893$4,652

Allowance for Credit Losses on Unfunded Commitments; Provision for Credit Losses on Unfunded Commitments. The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in the “Other liabilities” line item on the Consolidated Balance Sheets. Management estimates the amount of expected losses on unfunded loan commitments by calculating a likelihood of funding over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the allowance for credit loss on loans methodology described above to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company. A roll-forward of the allowance for credit losses on unfunded commitments is shown in the table below.

Year Ended December 31,
20232022
Allowance for credit losses on unfunded loan commitments:
Beginning balance$20,118$20,035
(Recovery of) provision for credit losses on unfunded loan commitments(3,200)83
Ending balance$16,918$20,118

Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are loans on which the accrual of interest has stopped and loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. Management, the problem asset resolution committee and our loan review staff closely monitor loans that are considered to be nonperforming.

Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for credit losses. Reductions in the carrying value subsequent to acquisition are charged to earnings and are included in “Other real estate owned” in the Consolidated Statements of Income.

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The following table provides details of the Company’s nonperforming assets as of December 31 for each of the years presented.

20232022
Nonaccruing loans$68,816$56,545
Accruing loans past due 90 days or more554331
Total nonperforming loans69,37056,876
Other real estate owned9,6221,763
Total nonperforming assets$78,992$58,639
Nonperforming loans to total loans0.56%0.49%
Nonaccruing loans to total loans0.56%0.49%
Nonperforming assets to total assets0.46%0.35%

The level of nonperforming loans increased $12,494 from December 31, 2022, while other real estate owned increased $7,859 during the same period.

The following table presents nonperforming loans by loan category at December 31 for each of the years presented.

20232022
Commercial, financial, agricultural$6,282$12,543
Real estate – construction:
Residential77
Total real estate – construction77
Real estate – 1-4 family mortgage:
Primary44,17430,076
Home equity2,8491,909
Rental/investment2,2381,014
Land development1982
Total real estate – 1-4 family mortgage49,28033,081
Real estate – commercial mortgage:
Owner-occupied3,3735,499
Non-owner occupied9,7745,342
Land development30071
Total real estate – commercial mortgage13,44710,912
Installment loans to individuals361263
Total nonperforming loans$69,370$56,876

Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans 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 $54,031 at December 31, 2023 as compared to $58,703 at December 31, 2022.

Certain modifications of loans made to borrowers experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay (including an extension of the amortization period), or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, are required to be disclosed in accordance with Accounting Standards Update 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). At December 31, 2023, modifications meeting the disclosure criteria in ASU 2022-02 that were performing in accordance with their modified terms, including unused commitments, totaled $3,115. Upon the Company’s determination that a modified loan has been subsequently deemed uncollectible, the loan, or portion of the loan, is charged off, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is adjusted accordingly. For more information about loan modifications made to borrowers experiencing financial difficulty, see the information under the heading “Certain Modifications to Borrowers Experiencing Financial Difficulty” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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The following table provides details of the Company’s other real estate owned as of December 31 for each of the years presented:

20232022
Residential real estate$1,211$699
Commercial real estate8,40762
Residential land development4246
Commercial land development756
Total other real estate owned$9,622$1,763

Changes in the Company’s other real estate owned were as follows for the periods presented:

20232022
Balance as of January 1$1,763$2,540
Transfers of loans10,7382,207
Impairments(18)(110)
Dispositions(2,840)(2,875)
Other(21)1
Balance as of December 31$9,622$1,763

We realized net gains of $275 and $703 on dispositions of other real estate owned during 2023 and 2022, respectively.

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. Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking activities. Management believes a significant impact on the Company’s financial results stems from our ability to react to changes in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

Because of the impact of interest rate fluctuations on our profitability, the Board of Directors and management actively monitor and manage our interest rate risk exposure. We have an Asset/Liability Committee (the “ALCO”) that is authorized by the Board of Directors to monitor our interest rate sensitivity and to make decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital. The ALCO uses an asset/liability model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. 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.

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. EVE is defined as the present value of assets minus the present value of liabilities at a point in time for a given set of market rate assumptions. An increase in EVE due to a specified rate change indicates an improvement in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

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, 2024, in each case as compared to the result

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under rates present in the market on December 31, 2023. The changes in interest rates assume an instantaneous and parallel shift in the yield curve and do not take into account changes in the slope of the yield curve.

Percentage Change In:
Immediate Change in Rates of:Economic Value Equity (EVE)Earning at Risk (EAR) (Net Interest Income)
Static1-12 Months13-24 Months
+2005.57%3.32%6.00%
+1003.28%1.74%3.09%
-100(4.45)%(2.35)%(3.71)%
-200(10.36)%(5.45)%(8.29)%

The rate shock results for the EVE and net interest income simulations for the next 24 months produce an asset sensitive position at December 31, 2023.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

The scenarios assume instantaneous movements in interest rates in the increments described in the table above. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions including asset prepayment speeds, the impact of competitive factors on our pricing of loans and deposits, how responsive our deposit repricing is to the change in market rates and the expected life of non-maturity deposits. These business assumptions are based upon our experience, business plans and published industry experience. Such assumptions may not necessarily reflect the manner or timing in which cash flows, asset yields and liability costs respond to changes in market rates. Because these assumptions are inherently uncertain, actual results will differ from simulated results.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps and/or floors, forward commitments, and interest rate lock commitments, as part of its ongoing efforts to mitigate its interest rate risk exposure. 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.

Liquidity and Capital Resources

Liquidity management is the ability to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.

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. We may also choose to access the brokered deposit market where rates are favorable to other sources of liquidity. Brokered deposits totaled $461,441 and $233,133 at December 31, 2023 and 2022, respectively, and the maturities of these deposits are described in the table under the “Contractual Obligations” heading below. Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the ALCO. At December 31, 2023 and 2022, the Company remained below limits on brokered deposits and other funding sources established by the ALCO.

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 13.7% of the carrying value of the total securities portfolio. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. At December 31, 2023, securities with a carrying value of $895,044 were pledged to secure government, public, trust, and other deposits and as collateral for short-term borrowings and derivative instruments as compared to $842,601 at December 31, 2022.

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. Federal funds are short term borrowings, generally overnight borrowings, between financial institutions, while security repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, that are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. There were no federal funds

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purchased outstanding at December 31, 2023, and 2022, while security repurchase agreements were $7,577 at December 31, 2023, as compared to $12,232 at December 31, 2022. The Company had $300,000 and $700,000 in short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2023, and 2022, respectively. Long-term FHLB borrowings are used to match-fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowings compares favorably to the rates that we would be required to pay to attract deposits. At December 31, 2023 and 2022, there were no outstanding long-term advances with the FHLB. The total amount of the remaining credit available to us from the FHLB at December 31, 2023 was $2,922,315. We also maintain lines of credit with other commercial banks totaling $180,000. 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, 2023 or 2022.

Finally, we can access the capital markets to meet liquidity needs. The Company maintains a shelf registration statement with the SEC, which allows the Company to raise capital from time to time through the sale of common stock, preferred stock, debt securities, warrants and units, or a combination thereof, subject to market conditions. Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will be required to file with the SEC at the time of the specific offering. 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. In 2021, we accessed the capital markets to generate liquidity in the form of subordinated notes and in prior years we have issued other subordinated notes and assumed subordinated notes as part of acquisitions. For more information about our subordinated notes, see Note 11, “Long-Term Debt” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Our strategy in choosing funding sources is focused on minimizing cost in the context of our balance sheet composition, interest rate risk position and our immediate and future liquidity needs to fund loan growth and other cash needs of customers. Accordingly, management targets growth of non-interest bearing deposits. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. We constantly monitor our funds position, short- and long-term liquidity needs and evaluate the effect that various funding sources have on our financial position. 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 TotalCost of Funds
2023202220232022
Noninterest-bearing demand26.94%33.39%%%
Interest-bearing demand43.0445.042.180.40
Savings6.587.830.330.09
Brokered deposits4.720.175.174.43
Time deposits12.699.192.900.56
Borrowings6.034.385.134.05
Total deposits and borrowed funds100.00%100.00%1.88%0.42%

Cash and cash equivalents were $801,351 at December 31, 2023, compared to $575,992 at December 31, 2022. Cash used in investing activities for the year ended December 31, 2023 was $55,399 compared to $2,043,657 in 2022. Proceeds from the sale, maturity or call of securities within our investment portfolio were $747,959 for 2023 compared to $452,955 for 2022. Proceeds from the investment portfolio were primarily used to pay down FHLB borrowings and fund loan growth. Purchases of investment securities were $11,899 for 2023 compared to $804,899 for 2022.

Cash provided by financing activities for the year ended December 31, 2023 was $132,205 compared to $167,639 for the year ended December 31, 2022. Total deposits increased $589,819 for the year ended December 31, 2023 compared to a decrease of $418,758 for 2022.

Restrictions on Bank Dividends, Loans and Advances

The Company’s liquidity and capital resources, as well as its ability to pay dividends to our shareholders, are substantially dependent on the ability of the Bank to transfer funds to the Company in the form of dividends, loans and advances. 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. In addition, the FDIC has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends.

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Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval of the FDIC may be required.

In addition to the FDIC and DBCF restrictions on dividends payable by the Bank to the Company, the Federal Reserve 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 2023 or 2022. 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. The Federal Reserve’s criteria evaluates whether the holding company (1) has net income over the past four quarters sufficient to fully fund the proposed dividend (taking into account prior dividends paid during this period), (2) is considering stock repurchases or redemptions in the quarter, (3) does not have a concentration in commercial real estate and (4) is in good supervisory condition, based on its overall condition and its asset quality risk. A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At December 31, 2023, the maximum amount available for transfer from the Bank to the Company in the form of loans was $188,810. The Company maintains a line of credit collateralized by cash with the Bank totaling $3,000. There were no amounts outstanding under this line of credit at December 31, 2023.

None of these restrictions had any impact on the Company’s ability to meet its cash obligations in 2023, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.

Contractual Obligations

The following table presents, as of December 31, 2023, 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.

Payments Due In:
Note ReferenceLess Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Lease liabilities(1)23$6,340$10,502$8,297$44,967$70,106
Deposits without a stated maturity(2)911,381,55611,381,556
Time deposits(2)(3)92,503,555162,76626,4402,4682,695,229
Short-term Federal Home Loan Bank advances10300,000300,000
Other short-term borrowings107,5777,577
Junior subordinated debentures11112,978112,978
Subordinated notes11316,422316,422
Total contractual obligations$14,199,028$173,268$34,737$476,835$14,883,868

(1)Represents the undiscounted cash flows.

(2)Excludes interest.

(3)Includes brokered deposits in the amount of $461,441.

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. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements of the Company. While the borrower has the ability to draw upon these commitments at any time (assuming the borrower’s compliance with the terms

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of the loan commitment), these commitments often expire without being drawn upon. The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31, 2023 and 2022 were as follows:

20232022
Loan commitments$3,091,997$3,577,614
Standby letters of credit113,97098,357

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 will continue this process as new commitments are entered into or existing commitments are renewed.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps, floors and/or collars, as part of its ongoing efforts to mitigate its interest rate risk exposure and to facilitate the needs of its customers. The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position with other financial institutions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At December 31, 2023, the Company had notional amounts of $535,725 on interest rate contracts with corporate customers and $532,279 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts.

Additionally, the Company enters into interest rate lock commitments with its customers to mitigate the interest rate risk associated with the commitments to fund fixed-rate residential mortgage loans and also enters into forward commitments to sell residential mortgage loans to secondary market investors.

Finally, the Company enters into forward interest rate swap contracts on its FHLB borrowings and its junior subordinated debentures that are accounted for as cash flow hedges. Under each of these contracts, the Company pays a fixed rate of interest and receives a variable rate of interest. The Company entered into an interest rate swap contract on its subordinated notes that is accounted for as a fair value hedge. Under this contract, the Company pays a variable rate of interest and receives a fixed rate of interest.

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.

Shareholders’ Equity and Regulatory Matters

Total shareholders’ equity of the Company was $2,297,383 and $2,136,016 at December 31, 2023 and 2022, respectively. Book value per share was $40.92 and $38.18 at December 31, 2023 and 2022, respectively. The increase in shareholders’ equity was attributable to earnings retention, offset by changes in accumulated other comprehensive income and dividends declared.

In October 2023, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $100,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions. The program will remain in effect until the earlier of October 2024 or the repurchase of the entire amount of common stock authorized to be repurchased by the Board of Directors.

The Company has junior subordinated debentures with a carrying value of $112,978 at December 31, 2023, of which $109,388 are included in the Company’s Tier 1 capital. Federal Reserve guidelines limit the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital, but these guidelines did not impact the amount of debentures we include in Tier 1 capital. Although our existing junior subordinated debentures are currently unaffected by these Federal Reserve guidelines, on account of changes enacted as part of the Dodd-Frank Act, any new trust preferred securities are not includable in Tier 1 capital. The Company has subordinated notes with a carrying value of $316,422 at December 31, 2023, and $316,091 at December 31, 2022 included in the Company’s Tier 2 capital.

The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that bank holding companies and banks must maintain. Those guidelines specify capital tiers, which include the following classifications (which include the “capital conservation buffer” discussed below):

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Capital TiersTier 1 Capital to Average Assets (Leverage)Common Equity Tier 1 to Risk - Weighted AssetsTier 1 Capital to Risk - Weighted AssetsTotal Capital to Risk - Weighted Assets
Well capitalized5% or above6.5% or above8% or above10% or above
Adequately capitalized4% or above4.5% or above6% or above8% or above
UndercapitalizedLess than 4%Less than 4.5%Less than 6%Less than 8%
Significantly undercapitalizedLess than 3%Less than 3%Less than 4%Less than 6%
Critically undercapitalizedTangible Equity / Total Assets less than 2%

The following table includes the capital ratios and capital amounts for the Company and the Bank as of the dates presented:

ActualMinimum Capital Requirement to be Well CapitalizedMinimum Capital Requirement to be Adequately Capitalized (including the Capital Conservation Buffer)
AmountRatioAmountRatioAmountRatio
December 31, 2023
Renasant Corporation:
Tier 1 leverage ratio$1,578,9189.62%$820,4285.00%$656,3424.00%
Common equity tier 1 capital ratio1,469,53110.52%908,1636.50%978,0227.00%
Tier 1 risk-based capital ratio1,578,91811.30%1,117,7408.00%1,187,5988.50%
Total risk-based capital ratio2,085,53114.93%1,397,17510.00%1,467,03310.50%
Renasant Bank:
Tier 1 leverage ratio$1,714,96510.45%$820,7615.00%$656,6084.00%
Common equity tier 1 capital ratio1,714,96512.25%909,7116.50%979,6897.00%
Tier 1 risk-based capital ratio1,714,96512.25%1,119,6448.00%1,189,6228.50%
Total risk-based capital ratio1,888,10413.49%1,399,55610.00%1,469,53310.50%
December 31, 2022
Renasant Corporation:
Tier 1 leverage ratio$1,481,1979.36%$790,8535.00%$632,6834.00%
Common equity tier 1 capital ratio1,372,74710.21%874,0936.50%941,3317.00%
Tier 1 risk-based capital ratio1,481,19711.01%1,075,8078.00%1,143,0458.50%
Total risk-based capital ratio1,968,00114.63%1,344,75810.00%1,411,99610.50%
Renasant Bank:
Tier 1 leverage ratio$1,630,38910.30%$791,2995.00%$633,0404.00%
Common equity tier 1 capital ratio1,630,38912.10%876,0666.50%943,4557.00%
Tier 1 risk-based capital ratio1,630,38912.10%1,078,2358.00%1,145,6248.50%
Total risk-based capital ratio1,781,31213.22%1,347,79410.00%1,415,18310.50%

As previously disclosed, the Company adopted CECL as of January 1, 2020. The Company has elected to take advantage of transitional relief offered by the Federal Reserve and FDIC to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay.

For a detailed discussion of the capital adequacy guidelines applicable to the Company and the Bank, please refer to the information under the heading “Capital Adequacy Guidelines” in the “Supervision and Regulation-Supervision and Regulation of Renasant Corporation” section and the “Supervision and Regulation-Supervision and Regulation of Renasant Bank” section in Item 1, Business, in this report.

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Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this document contains certain non-GAAP financial measures, namely, return on average tangible shareholders’ equity, return on average tangible assets and the ratio of tangible equity to tangible assets. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets. 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. 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. The reconciliations from GAAP to non-GAAP for these financial measures are below.

Return on average tangible shareholders’ equity and Return on average tangible assets
202320222021
Net income (GAAP)$144,678$166,068$175,892
Amortization of intangibles5,3805,1226,042
Tax effect of adjustment noted above (1)(1,012)(1,119)(1,354)
Tangible net income (non-GAAP)$149,046$170,071$180,580
Average shareholders’ equity (GAAP)$2,224,506$2,184,603$2,209,409
Intangibles1,012,239967,018966,733
Average tangible shareholders’ equity (non-GAAP)$1,212,267$1,217,585$1,242,676
Average total assets (GAAP)$17,231,883$16,637,852$15,905,986
Intangibles1,012,239967,018966,733
Average tangible assets (non-GAAP)$16,219,644$15,670,834$14,939,253
Return on (average) shareholders’ equity (GAAP)6.50%7.60%7.96%
Effect of adjustment for intangible assets5.79%6.37%6.57%
Return on average tangible shareholders’ equity (non-GAAP)12.29%13.97%14.53%
Return on (average) assets (GAAP)0.84%1.00%1.11%
Effect of adjustment for intangible assets0.08%0.09%0.10%
Return on average tangible assets (non-GAAP)0.92%1.09%1.21%

(1) Tax effect is calculated based on the applicable periods’ effective tax rate.

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Tangible common equity ratio (Tangible shareholders’ equity to tangible assets)
202320222021
Shareholders’ equity (GAAP)$2,297,383$2,136,016$2,209,853
Intangibles1,010,4601,015,884963,781
Tangible shareholders’ equity (non-GAAP)$1,286,923$1,120,132$1,246,072
Total assets (GAAP)$17,360,535$16,988,176$16,810,311
Intangibles1,010,4601,015,884963,781
Tangible assets (non-GAAP)$16,350,075$15,972,292$15,846,530
Shareholders’ equity to assets (GAAP)13.23%12.57%13.15%
Effect of adjustment for intangible assets5.36%5.56%5.29%
Tangible shareholders’ equity to tangible assets (non-GAAP)7.87%7.01%7.86%

None of the non-GAAP financial measures the Company has included in this document is intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. 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. 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.

FY 2022 10-K MD&A

SEC filing source: 0000715072-23-000054.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

ITEM 7. 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, 2022 and 2021 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, 2021, filed with the SEC on February 25, 2022, which provides a discussion of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Annual Report on Form 10-K.

Performance Overview

Net income was $166,068 for 2022 compared to $175,892 for 2021. Basic and diluted earnings per share (“EPS”) were $2.97 and $2.95, respectively, for 2022 compared to $3.13 and $3.12, respectively, for 2021. At December 31, 2022, total assets increased to $16,988,176 from $16,810,311 at December 31, 2021. The changes in our financial condition and results of operations from 2021 to 2022 were driven by a number of factors, the most prominent of which are highlighted below:

Financial Highlights
Net interest income increased $57,297 to $481,298 for 2022 as compared to $424,001 for 2021. The increase from 2021 to 2022 was due to the continued increase in loan yields due to the current rate environment, as well as changes in the mix of earning assets during the year, partially offset by an increase in our cost of funds. The Company has continued to focus on both growing noninterest-bearing deposits and offering competitive interest rates on interest-bearing deposits.
Net charge-offs as a percentage of average loans were 0.04% and 0.10% in 2022 and 2021, respectively. The Company recorded a provision for credit losses on loans of $23,788 in 2022 as compared to a recovery of provision for credit losses of $1,700 in 2021. The increase year over year is reflective of loan growth and acquisitions.
Noninterest income was $149,253 for 2022 compared to $226,984 for 2021. The decrease in noninterest income is primarily attributable to decreased mortgage production during the year.
Noninterest expense was $395,455 and $429,826 for 2022 and 2021, respectively. The decrease in noninterest expense is primarily attributable to decreases in salaries and employee benefits, which was largely attributable to the decrease in mortgage commissions and incentives as production declined. Data processing expense decreased $6,826 during 2022 due to the renegotiation of certain contracts. The Company incurred a debt prepayment penalty of $6,123 during 2021 with no such penalty occurring in 2022.
Loans, net of unearned income, were $11,578,304 at December 31, 2022 compared to $10,020,914 at December 31, 2021, an increase of 15.5%.
Deposits totaled $13,486,966 at December 31, 2022 compared to $13,905,724 at December 31, 2021. The decrease in deposits is due to increased competition as well as a normalization of deposits following government stimulus programs in prior years.

A historical look at key performance indicators is presented below.

202220212020
Diluted EPS$2.95$3.12$1.48
Diluted EPS Growth(5.45)%110.81%(48.61)%
Shareholders’ equity to assets12.57%13.15%14.29%
Tangible shareholders’ equity to tangible assets(1)7.01%7.86%8.33%
Return on Average Assets1.00%1.11%0.58%
Return on Average Tangible Assets(1)1.09%1.21%0.66%
Return on Average Shareholders’ Equity7.60%7.96%3.96%
Return on Average Tangible Shareholders’ Equity(1)13.97%14.53%7.83%

(1) These performance indicators are non-GAAP financial measures. A reconciliation of these financial measures from GAAP to non-GAAP as well as an explanation of why the Company provides these non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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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. We monitor the status of proposed and newly issued accounting standards to evaluate the impact (or potential impact) on our financial condition and results of operations or on the preparation of our financial statements. Our accounting policies, including the impact of newly issued accounting standards, are discussed in detail in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. The following discussion supplements the discussion of our significant accounting policies in the financial statements.

Allowance for Credit Losses on Loans

The accounting estimate most important to the presentation of our financial statements relates to the allowance for credit losses and the related provision for credit losses which involves considerable subjective judgment and evaluation by management. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”; ASC 326 is also referred to herein as “CECL”). 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, future adjustments to the allowance may be necessary if actual economic or other conditions ultimately differ substantially from the assumptions we used in making the evaluation. Additionally, banking regulators periodically review our allowance for credit losses and may require us to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination. Management evaluates the adequacy of the allowance for credit losses on a quarterly basis. Please refer to the discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report for more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses.

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 2021 and 2022, please refer to the disclosures in this Item under the heading “Risk Management – Credit Risk and Allowance for Credit Losses.”

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 accounting for acquisitions, including the estimates and assumptions, and uncertainties underlying such estimates and assumptions, please refer to the information under the heading “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Additional details about loans acquired in connection with our acquisitions is set forth below under the heading “Risk Management - Credit Risk and Allowance for Credit Losses.”

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at December 31, 2022 compared to December 31, 2021. Total assets were $16,988,176 at December 31, 2022 compared to $16,810,311 at December 31, 2021.

Securities

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and other types of borrowings. The securities portfolio also serves as an outlet to deploy excess liquidity rather than hold such excess funds as cash. The following table shows the carrying value of our securities portfolio by investment type and the percentage of such investment type relative to the entire securities portfolio at December 31:

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20222021
Balance% of PortfolioBalance% of Portfolio
U.S. Treasury securities$%$3,0100.11%
Obligations of other U.S. Government agencies and corporations164,6605.76
Obligations of states and political subdivisions436,78815.28426,75115.23
Mortgage backed securities2,122,85574.282,313,16782.54
Other debt securities133,7114.6859,5132.12
$2,858,014100.00%$2,802,441100.00%
Allowance for credit losses - held to maturity securities(32)(32)
Securities, net of allowance for credit losses$2,857,982$2,802,409

During 2022, primarily in the first half of the year, we deployed a portion of our excess liquidity into the securities portfolio and purchased $804,899 in investment securities, with mortgage backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprising approximately 62% of such purchases. CMOs are included in the “Mortgage backed securities” line item in the above table. The mortgage backed securities and CMOs held in our investment portfolio are issued by government sponsored entities. Obligations of other U.S. Government agencies and corporations comprised approximately 21% of purchases made in 2022. Obligations of state and political subdivisions comprised approximately 5% of purchases in 2022. Other debt securities in our investment portfolio, consisting of corporate debt securities, issuances from the Small Business Administration (“SBA”) and subordinated debt issuances, comprised the remaining 12% of purchases made during the year. We did not sell any securities in 2022. During 2022, proceeds from maturities and calls of securities totaled $452,955, and such proceeds were primarily reinvested in the securities portfolio or used to fund loan growth.

During 2021, we purchased $2,160,069 in investment securities, with mortgage backed securities and CMOs, in the aggregate, comprising approximately 93% of such purchases. Obligations of state and political subdivisions made up the remainder of the purchases made in 2021. The carrying value of securities sold during 2021 totaled $174,285 resulting in a net gain of $2,170. Proceeds from maturities and calls of securities during 2021 totaled $460,266, which were primarily reinvested in the securities portfolio.

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. The related net unrealized losses of $99,675 (after tax losses of $74,307) 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, 2022, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $68,613. No gains or losses were recognized at the time of transfer.

During 2021, the Company transferred, at fair value, $366,886 of securities from the available for sale portfolio to the held to maturity portfolio. The related net unrealized after tax gains of $2,048 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. No gains or losses were recognized at the time of transfer.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis in accordance with ASC 326. Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical default rates, investment grades, current conditions, and reasonable and supportable forecasts about the future. At December 31, 2022 and 2021, the allowance for credit losses on held to maturity securities was $32.

At December 31, 2022, unrealized losses of $201,299 were recorded on available for sale investment securities with a carrying value of $1,515,088. At December 31, 2021, unrealized losses of $31,024 were recorded on available for sale securities with a carrying value of $1,925,018. The Company does not intend to sell any of the securities in an unrealized loss position, and it is not more likely than not that the Company will be required to sell any such security prior to the recovery of its amortized cost basis, which may be maturity. Furthermore, even though a number of these securities have been in a continuous unrealized loss position for a period greater than twelve months, the Company is collecting principal and interest payments from the respective issuers as scheduled. As a result, the Company did not record any impairment for the years ended December 31, 2022 and 2021.

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The following table sets forth the scheduled maturity distribution and weighted average yield based on the amortized cost of the debt securities in our investment portfolio as of December 31, 2022.

AmountYield
Held to Maturity:
Obligations of states and political subdivisions
Maturing within one year$1503.17%
Maturing after one year through five years3,3510.86%
Maturing after five years through ten years53,6501.75%
Maturing after ten years234,7351.85%
Residential mortgage backed securities not due at a single maturity date:
Government agency MBS483,5603.40%
Government agency CMO423,3153.49%
Commercial mortgage backed securities not due at a single maturity date:
Government agency MBS17,0061.79%
Government agency CMO45,4302.23%
Other debt securities not due at a single maturity date62,8753.27%
Available for Sale:
Obligations of other U.S. Government agencies and corporations
Maturing after one year through five years170,0003.32%
Obligations of states and political subdivisions
Maturing within one year or less9,3933.26%
Maturing after one year through five years32,0613.45%
Maturing after five years through ten years37,5333.03%
Maturing after ten years75,0782.07%
Other debt securities - corporate debt
Maturing after one year through five years26,7515.13%
Maturing after five years through ten years38,0164.26%
Residential mortgage backed securities not due at a single maturity date:
Government agency MBS508,4151.90%
Government agency CMO605,0331.48%
Commercial mortgage backed securities not due at a single maturity date:
Government agency MBS11,1662.76%
Government agency CMO211,4352.03%
Other debt securities not due at a single maturity date10,1194.26%
$3,059,0721.79%

In the table above, weighted average yields on tax-exempt obligations 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. These yields were calculated using coupon interest and adjusting for discount accretion and premium amortization, where applicable.

For more information about the Company’s securities, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Loans Held for Sale

Loans held for sale were $110,105 at December 31, 2022 compared to $453,533 at December 31, 2021. Mortgage loans to be sold, which made up all of our loans held for sale at each of December 31, 2022 and 2021, are sold either on a “best efforts” basis or under a “mandatory delivery” sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored entities, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. 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. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within 30-40 days after the loan is funded. 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. The decline in loans held for sale year over year is directly attributable to the decreased mortgage production in 2022 when compared to 2021.

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Loans

Loans held for investment, which excludes loans held for sale, is the Company’s most significant earning asset, comprising 68.16% and 59.61% of total assets at December 31, 2022 and 2021, 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. The increase in the ratio of loans held for investment to total earning assets during 2022 is a result of a material increase in the demand for loans.

The tables below set forth the balance of loans outstanding by loan type and the percentage of loans, by category, to total loans at December 31:

December 31, 2022December 31, 2021
Total LoansPercentage of Total LoansTotal LoansPercentage of Total Loans
Commercial, financial, agricultural (1)$1,673,88314.46%$1,423,27014.20%
Lease financing, net of unearned discount115,0130.99%76,1250.76%
Real estate – construction:
Residential355,5003.07%302,2753.02%
Commercial974,8378.42%802,6218.01%
Total real estate – construction1,330,33711.49%1,104,89611.03%
Real estate – 1-4 family mortgage:
Primary2,222,85619.20%1,816,12018.12%
Home equity501,9064.33%474,6044.74%
Rental/investment334,3822.89%288,4742.88%
Land development157,1191.36%145,0481.45%
Total real estate – 1-4 family mortgage3,216,26327.78%2,724,24627.19%
Real estate – commercial mortgage:
Owner-occupied1,539,29613.29%1,563,35115.60%
Non-owner occupied3,452,91029.82%2,856,94728.51%
Land development125,8571.09%128,7391.28%
Total real estate – commercial mortgage5,118,06344.20%4,549,03745.39%
Installment loans to individuals124,7451.08%143,3401.43%
Total loans, net of unearned income$11,578,304100.00%$10,020,914100.00%

(1 ) Includes PPP loans of $4,832 of $58,391 as of December 31, 2022 and 2021, respectively.

Loan concentrations exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2022 and 2021, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above.

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The following table sets forth loans held for investment, net of unearned income, outstanding at December 31, 2022, which, based on remaining contractually-scheduled repayments of principal, are due in the periods indicated. Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial maturity when credit conditions remain satisfactory. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported below as due in one year or less. See “Risk Management – Credit Risk and Allowance for Credit Losses” in this Item 7 for information regarding the risk elements applicable to, and a summary of our loan loss experience with respect to, the loans in each of the categories listed below.

One Year or LessAfter One Year Through Five YearsAfter Five Years Through Fifteen YearsAfter Fifteen YearsTotal
Commercial, financial, agricultural (1)$1,103,371$436,416$133,798$298$1,673,883
Lease financing, net of unearned income3,43168,89042,692115,013
Real estate – construction:
Residential244,22611,12896,0334,113355,500
Commercial745,602163,26863,5852,382974,837
Total real estate – construction989,828174,396159,6186,4951,330,337
Real estate – 1-4 family mortgage:
Primary188,936391,9341,014,084627,9022,222,856
Home equity499,8241,90073109501,906
Rental/investment54,727254,26725,31672334,382
Land development127,69229,066361157,119
Total real estate – 1-4 family mortgage871,179677,1671,039,834628,0833,216,263
Real estate – commercial mortgage:
Owner-occupied357,205689,934466,49925,6581,539,296
Non-owner occupied1,517,1161,422,737512,6194383,452,910
Land development49,76075,101996125,857
Total real estate – commercial mortgage1,924,0812,187,772980,11426,0965,118,063
Installment loans to individuals36,59555,26531,894991124,745
Total loans, net of unearned income$4,928,485$3,599,906$2,387,950$661,963$11,578,304

(1 ) Includes PPP loans of $4,832 of $58,391 as of December 31, 2022 and 2021, respectively.

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The following table sets forth the fixed and variable rate loans maturing or scheduled to reprice after one year as of December 31, 2022:

Interest Sensitivity
Fixed RateVariable Rate
Commercial, financial, agricultural$447,860$122,652
Lease financing, net of unearned income111,582
Real estate – construction:
Residential32,06179,213
Commercial191,38737,848
Total real estate – construction223,448117,061
Real estate – 1-4 family mortgage:
Primary989,3551,044,565
Home equity1,879203
Rental/investment261,37218,283
Land development27,0972,330
Total real estate – 1-4 family mortgage1,279,7031,065,381
Real estate – commercial mortgage:
Owner-occupied1,065,435116,656
Non-owner occupied1,716,535219,259
Land development73,5172,580
Total real estate – commercial mortgage2,855,487338,495
Installment loans to individuals85,3372,813
Total loans, net of unearned income$5,003,417$1,646,402

Deposits

The Company relies on deposits as its major source of funds. Total deposits were $13,486,966 and $13,905,724 at December 31, 2022 and 2021, respectively. Noninterest-bearing deposits were $4,558,756 and $4,718,124 at December 31, 2022 and 2021, respectively, while interest-bearing deposits were $8,928,210 and $9,187,600 at December 31, 2022 and 2021, respectively. Interest-bearing deposits for 2022 included $233,133 of brokered deposits.

The decrease in noninterest-bearing deposits across the Company’s footprint in 2022 was primarily driven by increases in interest-bearing deposit rates. Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits and time deposits greater than $250,000). Noninterest-bearing deposits decreased to 33.80% of total deposits at December 31, 2022, as compared to 33.93% of total deposits at December 31, 2021, due to noninterest-bearing deposits being moved to other types of deposits or financial products bearing higher interest rates. 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). The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Public fund deposits may be readily obtained based on the Company’s pricing bid in comparison with competitors. Public fund deposits may fluctuate as competitive and market forces change because these deposits are obtained through a bid process. Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable. Our public fund transaction accounts are principally obtained from public universities and municipalities, including school boards and utilities. Public fund deposits at December 31, 2022 were $1,760,460 compared to $1,787,414 at December 31, 2021.

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Deposits that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured were $4,114,274 and $4,353,952 at December 31, 2022 and 2021, respectively. The following table shows the maturity of time deposits at December 31, 2022 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured:

Three Months or Less$45,201
Over Three through Six Months33,392
Over Six through Twelve Months170,924
Over 12 Months109,272
Total$358,789

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. 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 2022, we used short-term FHLB borrowings to fund loan growth. The following table presents our short-term borrowings by type at December 31:

20222021
Security repurchase agreements$12,232$13,947
Short-term borrowings from the FHLB700,000
Total short-term borrowings$712,232$13,947

At December 31, 2022, long-term debt consists of long-term FHLB advances, our junior subordinated debentures and our subordinated notes. The following table presents our long-term debt by type at December 31:

20222021
Federal Home Loan Bank advances$$417
Junior subordinated debentures112,042111,373
Subordinated notes316,091359,419
Total long-term debt$428,133$471,209

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. The Company had $3,651,678 of availability on unused lines of credit with the FHLB at December 31, 2022 compared to $4,214,274 at December 31, 2021. The weighted-average interest rates on outstanding advances at December 31, 2022 and 2021 were 4.57% and 1.86%, respectively.

On November 23, 2021, the Company completed the public offering and sale of $200,000 of its 3.00% fixed-to-floating rate subordinated notes due December 1, 2031. The subordinated notes were sold at par, resulting in net proceeds, after deducting underwriting discounts and offering expenses, of approximately $197,000. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include providing capital to support the Company’s organic growth or growth through strategic acquisitions, repaying indebtedness, financing investments, capital expenditures or for investments in Renasant Bank as regulatory capital.

During October and December 2021, respectively, the Company redeemed at par its $15,000 6.50% fixed-to-floating rate subordinated notes and redeemed $30,000 of its aggregate $60,000 5.00% fixed-to-floating rate subordinated notes, with the remaining $30,000 of such notes redeemed in the first quarter of 2022.

The Company owns other subordinated notes, the proceeds of which have been used for general corporate purposes similar to those described above. The subordinated notes qualify as Tier 2 capital under the current regulatory guidelines.

The Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors. The trusts used the proceeds from the issuance of their preferred capital securities and common securities (collectively referred to as “capital securities”) to buy floating rate junior subordinated

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debentures issued by the Company (or by companies that the Company subsequently acquired). The debentures are the trusts’ only assets and interest payments from the debentures finance the distributions paid on the capital securities.

For more information about the terms and conditions of the Company’s junior subordinated debentures and subordinated notes, see Note 11, “Long-Term Debt,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Results of Operations

Net Income

Net income for the year ended December 31, 2022 was $166,068 compared to net income of $175,892 for the year ended December 31, 2021. Basic earnings per share for the year ended December 31, 2022 was $2.97 as compared to $3.13 for the year ended December 31, 2021. Diluted earnings per share for the year ended December 31, 2022 was $2.95 as compared to $3.12 for the year ended December 31, 2021.

From time to time, the Company incurs expenses and charges in connection with certain transactions with respect to which management is unable to accurately predict when these expenses or charges will be incurred or, when incurred, the amount of such expenses or charges. The following table presents the impact of these expenses and charges on reported EPS for the dates presented. The “COVID-19 related expenses” line item in the table below primarily consists of (a) employee overtime and employee benefit accruals directly related to the Company’s response to both the COVID-19 pandemic itself and federal legislation enacted to address the pandemic, such as the CARES Act, and (b) expenses associated with supplying branches with protective equipment, sanitation supplies (such as floor markings and cautionary signage for branches, face coverings and hand sanitizer) and more frequent and rigorous branch cleaning. The mortgage servicing rights (“MSR”) valuation adjustment, gain on the sale of MSRs and swap termination gains are discussed below under the “Noninterest Income” heading, and the debt prepayment penalty, restructuring charges and the voluntary reimbursement of certain re-presentment NSF fees are discussed below under the “Noninterest Expense” heading in this Item.

Twelve Months Ended December 31,
20222021
Pre-taxAfter-taxImpact to Diluted EPSPre-taxAfter-taxImpact to Diluted EPS
MSR valuation adjustment$$$$(13,561)$(10,522)$(0.19)
Gain on sale of MSR(2,960)(2,296)(0.04)
Swap termination gains(4,676)(3,628)(0.06)
COVID-19 related expenses1,5111,1720.02
Restructuring charges7325680.013682860.01
Merger and conversion expenses1,7871,3860.02
Debt prepayment penalty6,1234,7510.08
Initial provision for acquisition2,8202,1870.04
Voluntary reimbursement of certain re-presentment NSF fees1,2559730.02
Note: Balances in the table above are shown to reflect impact to income if removed (i.e. negative balances for income items and positive balances for expense items).

Net Interest Income

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 76.64% of total net revenue in 2022. Total net revenue consists of net interest income on a fully taxable equivalent basis and noninterest income. The primary concerns in managing net interest income are the volume, mix and repricing of assets and liabilities.

Net interest income increased 13.51% to $481,298 for 2022 compared to $424,001 in 2021. On a tax equivalent basis, net interest income increased $58,984 to $489,704 in 2022 as compared to $430,720 in 2021. Net interest margin was 3.30% for 2022 as compared to 3.07% for 2021.

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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, 2022, 2021 and 2020:

202220212020
Average BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ Rate
Assets
Interest-earning assets:
Loans held for investment(1)$10,677,995$476,7464.46%$10,310,070$427,2964.15%$10,593,556$458,6864.33%
Loans held for sale203,9819,2124.52%454,72712,6322.78%361,39112,1913.37%
Securities:
Taxable(2)2,654,62144,7501.69%1,691,53124,3701.44%1,021,99924,1022.36%
Tax-exempt446,89510,6552.38%335,3999,4182.81%259,7058,8483.41%
Total securities3,101,51655,4051.79%2,026,93033,7881.67%1,281,70432,9502.57%
Interest-bearing balances with banks846,7688,8531.05%1,263,3641,6880.13%385,8101,1900.31%
Total interest-earning assets14,830,260550,2163.71%14,055,091475,4043.38%12,622,461505,0174.00%
Cash and due from banks201,419199,705201,815
Intangible assets967,018966,733973,287
Other assets639,155684,457705,886
Total assets$16,637,852$15,905,986$14,503,449
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand(3)$6,420,905$25,8400.40%$6,177,944$15,3080.25%$5,277,374$23,9950.45%
Savings deposits1,116,0131,0230.09%976,6166980.07%764,1467580.10%
Brokered deposits23,6341,0474.43%%%
Time deposits1,310,3987,2980.56%1,539,76312,9700.84%1,952,21329,2631.50%
Total interest-bearing deposits8,870,95035,2080.40%8,694,32328,9760.33%7,993,73354,0160.68%
Borrowed funds624,88725,3044.05%470,99315,7083.34%765,76917,3192.26%
Total interest-bearing liabilities9,495,83760,5120.64%9,165,31644,6840.49%8,759,50271,3350.81%
Noninterest-bearing deposits4,760,4324,310,8343,391,619
Other liabilities196,980220,427237,738
Shareholders’ equity2,184,6032,209,4092,114,590
Total liabilities and shareholders’ equity$16,637,852$15,905,986$14,503,449
Net interest income/ net interest margin$489,7043.30%$430,7203.07%$433,6823.44%

(1)Shown net of unearned income.

(2)U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which we operate.

(3)Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

The daily average balances of nonaccruing assets are included in the foregoing table. 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. 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 2022, net interest income growth was primarily driven by increasing loan yields and changes in the mix of earning assets due to loan growth. This growth was partially offset by an increase in the cost of interest-bearing deposits and liabilities.

The following table sets forth a summary of the changes in interest earned, on a tax equivalent basis, and interest paid resulting from changes in volume and rates for the Company for the years indicated. 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

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multiplied by changes in volume). The changes attributable to the combined impact of yield/rate and volume have been allocated on a pro-rata basis using the absolute ratio value of amounts calculated.

2022 Compared to 20212021 Compared to 2020
VolumeRateNetVolumeRateNet
Interest income:
Loans$15,638$33,812$49,450$(17,322)$(14,068)$(31,390)
Loans held for sale(9,007)5,587(3,420)2,802(2,361)441
Securities:
Taxable15,6934,68720,38011,853(11,585)268
Tax-exempt2,805(1,568)1,2372,296(1,726)570
Interest-bearing balances with banks(731)7,8967,1651,479(981)498
Total interest-earning assets24,39850,41474,8121,108(30,721)(29,613)
Interest expense:
Interest-bearing demand deposits6259,90710,5323,586(12,273)(8,687)
Savings deposits109216325181(241)(60)
Brokered deposits1,0471,047
Time deposits(1,730)(3,942)(5,672)(5,305)(10,988)(16,293)
Borrowed funds5,7973,7999,596(8,092)6,481(1,611)
Total interest-bearing liabilities5,8489,98015,828(9,630)(17,021)(26,651)
Change in net interest income$18,550$40,434$58,984$10,738$(13,700)$(2,962)

The daily average balances of nonaccruing assets are included in the foregoing table. 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.

Interest income, on a tax equivalent basis, was $550,216 for 2022 compared to $475,404 for 2021, an increase of $74,812. The following table presents the percentage of total average earning assets, by type and yield, for 2022 and 2021:

Percentage of TotalYield
2022202120222021
Loans held for investment excluding PPP loans71.90%70.16%4.46%4.08%
Paycheck Protection Program loans0.103.194.915.52
Loans held for sale1.383.244.522.78
Securities20.9114.421.791.67
Interest-bearing balances with banks5.718.991.050.13
Total earning assets100.00%100.00%3.71%3.38%

In 2022, interest income on loans held for investment, on a tax equivalent basis, increased $49,450 to $476,746 from $427,296 in 2021. This increase was primarily due to the Federal Reserve aggressively raising interest rates in 2022 coupled with loan growth of 15.54% from December 31, 2021.

The impact from interest income collected on problem loans and purchase accounting adjustments on purchased loans to total interest income on loans, loan yield and net interest margin is shown in the table below for the periods presented:

Twelve months ended December 31,
20222021
Net interest income collected on problem loans$2,949$4,412
Accretable yield recognized on purchased loans(1)5,19810,783
Total impact to interest income on loans$8,147$15,195
Impact to total loan yield0.08%0.15%
Impact to net interest margin0.05%0.11%

(1)Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $2,274 and $5,293 for the twelve months ended December 31, 2022 and 2021, respectively, which increased loan yield by 2 basis points and 4 basis points, respectively, for 2022 and 2021.

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Interest income on loans held for sale, on a tax equivalent basis, decreased $3,420 to $9,212 in 2022 from $12,632 in 2021. The increase in yields was offset by decreases in volume during 2022.

In 2022, investment income, on a tax equivalent basis, increased $21,617 to $55,405 from $33,788 in 2021. The following table presents the taxable equivalent yield on securities for the periods presented:

Twelve months ended December 31,
20222021
Taxable equivalent interest income on securities$55,405$33,788
Average securities$3,101,516$2,026,930
Taxable equivalent yield on securities1.79%1.67%

The increase in yield on securities during 2022 was due to purchases of higher yielding securities. The increase in yield, coupled with growth in the securities portfolio, during 2022 led to the growth in investment income, on a tax equivalent basis.

Interest expense was $60,512 in 2022 compared to $44,684 in 2021. 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 TotalCost of Funds
2022202120222021
Noninterest-bearing demand33.39%32.00%%%
Interest-bearing demand45.0445.840.400.25
Savings7.837.250.090.07
Brokered deposits0.174.43
Time deposits9.1911.420.560.84
Borrowed funds4.383.494.053.34
Total deposits and borrowed funds100.00%100.00%0.42%0.33%

Interest expense on deposits was $35,208 and $28,976 for 2022 and 2021, respectively. The cost of total deposits was 0.26% and 0.22% for the years ending December 31, 2022 and 2021, respectively. The cost of interest-bearing deposits was 0.40% and 0.33% for the same respective periods. The increase in both deposit expense and cost is attributable to the Company’s efforts to offer competitive deposit rates in the rising interest rate environment. During 2022, the Company continued its efforts to grow noninterest-bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous.

Interest expense on total borrowings was $25,304 and $15,708 for the years ending December 31, 2022 and 2021, respectively, while the cost of total borrowings was 4.05% and 3.34% for the years ended December 31, 2022 and 2021, respectively. The increase in interest expense is a result of higher average borrowings and rates driven by an increase in short-term FHLB borrowings in the latter part of 2022. The Company issued $200,000 of its 3.00% fixed-to-floating rate subordinated notes during 2021 and redeemed certain tranches of subordinated notes in the third quarter of 2021 and first quarter of 2022.

A more detailed discussion of the cost of our funding sources is set forth below under the heading “Liquidity and Capital Resources” in this item. For more information about our outstanding subordinated notes and junior subordinated debentures, see Note 11, “Long-Term Debt,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Noninterest Income

Noninterest Income to Average Assets
(Excludes securities gains/losses)
20222021
0.90%1.43%

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 on the sale of securities and all other noninterest income. Our focus is to develop and enhance our products that generate noninterest income in order to diversify our

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revenue sources. Noninterest income as a percentage of total net revenue was 23.36% and 34.51% for 2022 and 2021, respectively. Noninterest income was $149,253 for the year ended December 31, 2022, a decrease of $77,731, or 34.25%, as compared to $226,984 for 2021. The decrease during the year was driven by lower mortgage banking production, which is discussed below.

Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees. Service charges on deposit accounts were $39,957 and $36,569 for the twelve months ended December 31, 2022 and 2021, respectively. Overdraft fees, the largest component of service charges on deposits, increased to $21,575 for the twelve months ended December 31, 2022 compared to $19,140 for the same period in 2021. The Company completed its plans to eliminate certain overdraft and NSF fees, which will become effective January 1, 2023. These fees totaled approximately $5,500 and $4,700 in 2022 and 2021, respectively.

Fees and commissions increased to $17,268 in 2022 as compared to $15,732 in 2021. 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 $9,899 for the twelve months ended December 31, 2022 compared to $10,405 for the same period in 2021.

Through Renasant Insurance, we offer a range of commercial and personal insurance products through major insurance carriers. Income earned on insurance products was $10,754 and $9,841 for the years ended December 31, 2022 and 2021, respectively. Contingency income is a bonus received from the insurance underwriters and is based both on commission income and claims experience on our clients’ policies during the previous year. Increases and decreases in contingency income are reflective of corresponding increases and decreases in the amount of claims paid by insurance carriers. Contingency income, which is included in the “Other noninterest income” line item on the Consolidated Statements of Income, was $567 and $1,063 for 2022 and 2021, respectively.

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. 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 the type of account. The Financial Services division provides specialized products and services to our customers, which include fixed and variable annuities, mutual funds, and stocks offered through a third party provider. Wealth Management revenue was $22,339 for 2022 compared to $20,455 for 2021. The market value of assets under management or administration was $5,004,329 and $5,177,984 at December 31, 2022 and 2021, respectively.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. 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 $1,679,356 in 2022 and $4,059,927 in 2021. The decrease in mortgage loan originations in 2022 was due to material increases in mortgage interest rates from historically low rates, significantly dampening demand for mortgages nationwide. In 2022, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $15,565 for a pre-tax gain of $2,960; there were no such sales in 2021. Mortgage banking income was impacted in 2021 by a positive mortgage servicing rights valuation adjustment of $13,561 with no such valuation adjustment in 2022.

The following table presents the components of mortgage banking income included in noninterest income at December 31:

20222021
Gain on sales of loans, net(1)$15,803$82,399
Fees, net10,37117,161
Mortgage servicing income, net(2)9,620(3,517)
MSR valuation adjustment13,561
Mortgage banking income, net$35,794$109,604

(1) Gain on sales of loans, net includes pipeline fair value adjustments

(2) Mortgage servicing income, net includes gain on sale of mortgage servicing rights of $2,960

During 2021, the Company terminated four interest rate swap contracts with notional amounts of $25,000 each. These swaps hedged forecasted future FHLB borrowings which were no longer expected to occur at the time of termination. As a result of these terminations, the Company recognized a gain of $4,676 for the year ended December 31, 2021.

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There were no net gains or losses on sales of securities during 2022. Gains on sales of securities for the twelve months ended 2021 were $2,170, resulting from the sale of approximately $174,285 in securities. For more information on securities sold in 2021, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds. BOLI income increased to $9,267 in 2022 as compared to $7,366 in 2021. The Company purchased $80,000 in additional BOLI policies during the first quarter of 2022 accounting for the increase in BOLI income.

In addition to the contingency income described above, other noninterest income includes income from our SBA banking division and other miscellaneous income and can fluctuate based on the claims experience in our Insurance agency, SBA production and recognition of other nonseasonal income items. Other noninterest income was $13,874 for 2022 compared to $20,571 for 2021.

Noninterest Expense

Noninterest Expense to Average Assets
20222021
2.38%2.70%

Noninterest expense was $395,455 and $429,826 for 2022 and 2021, respectively. As mentioned previously, the Company incurred expenses in connection with certain transactions with respect to which management is unable to accurately predict when these expenses will be incurred or, when incurred, the amount of such expenses. The following table presents these expenses for the periods presented:

Twelve Months Ended December 31,
20222021
COVID-19 related expenses$$1,511
Restructuring charges732368
Merger and conversion related expenses1,787
Debt prepayment penalty6,123
Voluntary reimbursement of certain re-presentment NSF fees1,255

Salaries and employee benefits is the largest component of noninterest expense and represented 66.17% and 65.29% of total noninterest expense at December 31, 2022 and 2021, respectively. During 2022, salaries and employee benefits decreased $18,973, or 6.76%, to $261,654 as compared to $280,627 for 2021. The decrease in salaries and employee benefits is primarily due to a decrease in mortgage commissions and incentives, driven by the decrease in mortgage production, offset by increases in the minimum wage we pay our employees that were implemented in May 2022.

Compensation expense recorded in connection with awards of restricted stock, which is included within salaries and employee benefits, was $10,595 and $9,415 for 2022 and 2021, respectively. A portion of the restricted stock awards in both years was subject to the satisfaction of performance-based conditions.

Data processing costs decreased $6,826 to $14,900 in 2022 from $21,726 in 2021, driven primarily by the Company’s renegotiation of certain vendor contracts. 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 2022 was $44,819, a decrease of $2,018 from $46,837 for 2021. The decrease in net occupancy and equipment expense is primarily attributable to the restructuring and non-renewal or termination of certain branch leases.

The Company experienced a net gain of $453 in other real estate expense for 2022, compared to expenses of $253 in 2021. Expenses on other real estate owned for 2022 include write downs of $110 of the carrying value to fair value on certain pieces of property held in other real estate owned compared to write downs of $306 in 2021. Other real estate owned with a cost basis of $2,875 was sold during 2022, resulting in a net gain of $703, compared to other real estate owned with a cost basis of $6,166 sold during 2021 for a net gain of $176.

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Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with newly-enacted and existing banking and governmental regulation. Professional fees were $11,872 for 2022 as compared to $11,776 for 2021.

Advertising and public relations expense was $14,325 for 2022, an increase of $2,122 compared to $12,203 for 2021. During 2022, the Company contributed approximately $1,350 to charitable organizations throughout Mississippi, Georgia and Alabama, for which it received a dollar-for-dollar tax credit, and such contributions are included in our advertising and public relations expense.

Amortization of intangible assets totaled $5,122 for 2022 compared to $6,042 for 2021. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately one year to ten years.

Communication expenses are those expenses incurred for communication to clients and between employees. Communication expenses were $7,958 for 2022 as compared to $8,869 for 2021.

The Company incurred a $6,123 debt prepayment penalty in 2021 in connection with the prepayment of a $150,000 long-term FHLB advance.

Other noninterest expense includes the provision for unfunded commitments, business development and travel expenses, other discretionary expenses, loan fees expense and other miscellaneous fees and operating expenses. In 2022, the Company also recognized expense of $1,255 related to the voluntary reimbursement of certain re-presentment NSF fees previously charged to customers that are expected to be paid in 2023 in light of the FDIC’s recent guidance to banks regarding such fees. Other noninterest expense was $32,739 for 2022 as compared to $35,002 for 2021. A provision for unfunded commitments of $83 was recorded for 2022 and a negative provision (recovery) for unfunded commitments of $500 was recorded in 2021.

Efficiency Ratio

Efficiency Ratio
20222021
Efficiency ratio (GAAP)61.89%65.35%

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. 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. 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 2022 and 2021 was $45,240 and $46,935, respectively. The effective tax rates for those years were 21.78% and 22.41%, respectively. 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. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the next subsection under the heading “Liquidity and Capital Resources.”

Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments

Management of Credit Risk. Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. Credit risk is monitored and managed on an ongoing basis by a credit administration department, a problem asset resolution committee and the Board of Directors Credit Review Committee. Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees. 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

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Appraiser and employs three additional State Certified General Real Estate Appraisers and four real estate evaluators. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Loan review personnel monitor and, if necessary, adjust the grades assigned to loans through periodic examination, focusing their review on commercial and real estate loans rather than consumer and small balance consumer mortgage loans, such as 1-4 family mortgage loans.

In compliance with loan policy, the lending staff is given lending limits based on their knowledge and experience. In addition, each lending officer’s prior performance is evaluated for credit quality and compliance as a tool for establishing and enhancing lending limits. Before funds are advanced on consumer and commercial loans below certain dollar thresholds, loans are reviewed and scored using centralized underwriting methodologies. Loan quality, or “risk-rating,” grades are assigned based upon certain factors, which include the scoring of the loans. This information is used to assist management in monitoring credit quality. 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 grades range from 10 to 95, with 10 rated loans having the least credit risk. For more information about the Company’s loan grades, see the information under the heading “Credit Quality” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Management’s problem asset resolution committee and the Board of Directors’ Credit Review Committee monitor loans that are past due or those that have been downgraded and are considered special mention or substandard due to a decline in the collateral value or cash flow of the debtor; the committees then adjust loan grades accordingly. 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. The collateral is sold at public auction for fair market value (based upon recent appraisals described in the above paragraph), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is sent to the Board of Directors’ Credit Review Committee for charge-off approval. These charge-offs reduce the allowance for credit losses on loans. Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans.

The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified. Net charge-offs for 2022 were $7,329, or 0.07% as a percentage of average loans, compared to net charge-offs of $10,273, or 0.10% as a percentage of average loans, for 2021. The charge-offs in 2022 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. Loan losses are charged against the allowance for credit losses when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management evaluates the adequacy of the allowance on a quarterly basis. For an in-depth discussion of our accounting policies and our methodology for determining the appropriate level of the allowance for credit losses, please refer to the information in the “Critical Accounting Policies and Estimates” section above as well as the information under the headings “Loans and the Allowance for Credit Losses” and “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

In addition to its quarterly analysis of the allowance for credit losses, on a regular basis, management and the Board of Directors review loan ratios. These ratios include the allowance for credit losses as a percentage of total loans, net charge-offs as a percentage of average loans, the provision for credit losses as a percentage of average loans, nonperforming loans as a percentage of total loans and the allowance coverage on nonperforming loans. Also, management reviews past due ratios by officer, community bank and the Company as a whole.

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The allowance for credit losses on loans was $192,090 and $164,171 at December 31, 2022 and 2021, respectively. The 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.

20222021
Balance% of TotalBalance% of Total
Commercial, financial, agricultural$44,25514.46%$33,92214.20%
Lease financing2,4630.99%1,4860.76%
Real estate – construction19,11411.49%16,41911.03%
Real estate – 1-4 family mortgage44,72727.78%32,35627.19%
Real estate – commercial mortgage71,79844.20%68,94045.39%
Installment loans to individuals9,7331.08%11,0481.43%
Total$192,090100.00%$164,171100.00%

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 that is believed to be adequate to meet the inherent risks of losses in our loan portfolio. The Company recorded a provision for credit losses on loans of $23,788 during 2022, as compared to a negative provision (recovery) for credit losses on loans of $1,700 during 2021. The Company’s allowance for credit loss model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years. While credit metrics remained relatively stable, loan growth and acquisitions caused the Company’s model to indicate that the aforementioned provision for credit losses on loans was appropriate during 2022.

Provision for Credit Losses on Loans to Average Loans
20222021
0.22%(0.02)%

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The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31:

20222021
Balance at beginning of year$164,171$176,144
Initial allowance for purchased loans with more than insignificant credit deterioration existing at the date of acquisition11,460
Provision for (recovery of) credit losses on loans23,788(1,700)
Charge-offs
Commercial, financial, agricultural5,1207,087
Lease financing713
Real estate – construction52
Real estate – 1-4 family mortgage7571,164
Real estate – commercial mortgage5,1345,184
Installment loans to individuals3,1675,374
Total charge-offs14,18518,874
Recoveries
Commercial, financial, agricultural2,4711,470
Lease financing14649
Real estate – construction13
Real estate – 1-4 family mortgage8211,498
Real estate – commercial mortgage418541
Installment loans to individuals3,0005,030
Total recoveries6,8568,601
Net charge-offs7,32910,273
Balance at end of year$192,090$164,171
Provision for (recovery of) credit losses on loans to average loans0.22%(0.02)%
Net charge-offs to average loans0.070.10
Net charge-offs to allowance for credit losses on loans3.826.26
Allowance for credit losses on loans to:
Total loans1.66%1.64%
Nonperforming loans337.73323.14
Nonaccrual loans339.71332.57
Nonaccrual loans to total loans:0.490.49

The table below reflects net charge-offs to daily average loans outstanding, by loan category, during the years ended December 31:

20222021
Net Charge-offsAverage LoansNet Charge-offs to Average LoansNet Charge-offsAverage LoansNet Charge-offs to Average Loans
Commercial, financial, agricultural$2,649$1,489,5950.18%$5,617$1,832,4530.31%
Lease financing(139)95,906(0.14)%(36)75,988(0.05)%
Real estate – construction1,149,925—%391,012,017—%
Real estate – 1-4 family mortgage(64)3,042,187—%(334)2,721,765(0.01)%
Real estate – commercial mortgage4,7164,767,8880.10%4,6434,504,0930.10%
Installment loans to individuals167132,4940.13%344163,7540.21%
Total$7,329$10,677,9950.07%$10,273$10,310,0700.10%

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The following table provides further details of the Company’s net charge-offs of loans secured by real estate for the years ended December 31:

20222021
Real estate – construction:
Residential$$39
Real estate – 1-4 family mortgage:
Primary22330
Home equity(75)(79)
Rental/investment(9)(193)
Land development(203)(92)
Total real estate – 1-4 family mortgage(64)(334)
Real estate – commercial mortgage:
Owner-occupied609(89)
Non-owner occupied4,2764,733
Land development(169)(1)
Total real estate – commercial mortgage4,7164,643
Total net charge-offs of loans secured by real estate$4,652$4,348

Allowance for Credit Losses on Unfunded Commitments; Provision for Credit Losses on Unfunded Commitments. The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in the “Other liabilities” line item on the Consolidated Balance Sheets. Management estimates the amount of expected losses on unfunded loan commitments by calculating a likelihood of funding over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the allowance for credit loss on loans methodology described above to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company. A roll-forward of the allowance for credit losses on unfunded commitments is shown in the table below.

Year Ended December 31,
20222021
Allowance for credit losses on unfunded loan commitments:
Beginning balance$20,035$20,535
Provision for (recovery of) credit losses on unfunded loan commitments (included in other noninterest expense)83(500)
Ending balance$20,118$20,035

Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are loans on which the accrual of interest has stopped and loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. Management, the problem asset resolution committee and our loan review staff closely monitor loans that are considered to be nonperforming.

Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for credit losses. Reductions in the carrying value subsequent to acquisition are charged to earnings and are included in “Other real estate owned” in the Consolidated Statements of Income.

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The following table provides details of the Company’s nonperforming assets as of the dates presented.

Total
December 31, 2022
Nonaccruing loans$56,545
Accruing loans past due 90 days or more331
Total nonperforming loans56,876
Other real estate owned1,763
Total nonperforming assets$58,639
Nonperforming loans to total loans0.49%
Nonaccruing loans to total loans0.49%
Nonperforming assets to total assets0.35%
December 31, 2021
Nonaccruing loans$49,364
Accruing loans past due 90 days or more1,441
Total nonperforming loans50,805
Other real estate owned2,540
Total nonperforming assets$53,345
Nonperforming loans to total loans0.51%
Nonaccruing loans to total loans0.49%
Nonperforming assets to total assets0.32%

The level of nonperforming loans increased $6,071 from December 31, 2021, while other real estate owned decreased $777 during the same period.

The following table presents nonperforming loans by loan category at December 31 for each of the years presented.

20222021
Commercial, financial, agricultural$12,543$13,131
Lease financing11
Real estate – construction:
Residential77
Commercial
Condominiums
Total real estate – construction77
Real estate – 1-4 family mortgage:
Primary30,07619,533
Home equity1,9091,719
Rental/investment1,0141,595
Land development82257
Total real estate – 1-4 family mortgage33,08123,104
Real estate – commercial mortgage:
Owner-occupied5,4995,039
Non-owner occupied5,3428,535
Land development71470
Total real estate – commercial mortgage10,91214,044
Installment loans to individuals263515
Total nonperforming loans$56,876$50,805

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Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans at December 31, 2022. 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 $58,703 at December 31, 2022 as compared to $27,604 at December 31, 2021.

Although not classified as nonperforming loans, another category of assets that contribute to our credit risk is restructured loans. Restructured loans are those for which concessions have been granted to the borrower due to a deterioration of the borrower’s financial condition and are performing in accordance with the new terms. Such concessions may include reduction in interest rates or deferral of interest or principal payments. In evaluating whether to restructure a loan, management analyzes the long-term financial condition of the borrower, including guarantor and collateral support, to determine whether the proposed concessions will increase the likelihood of repayment of principal and interest. Restructured loans that are not performing in accordance with their restructured terms that are either contractually 90 days past due or placed on nonaccrual status are reported as nonperforming loans.

As shown below, restructured loans totaled $22,624 at December 31, 2022 compared to $20,259 at December 31, 2021. At December 31, 2022, loans restructured through interest rate concessions represented 19% of total restructured loans, while loans restructured by a concession in payment terms represented the remainder. The following table provides further details of the Company’s restructured loans at December 31 for each of the years presented:

20222021
Commercial, financial, agricultural$351$967
Real estate – 1-4 family mortgage:
Primary10,43711,750
Home equity134298
Rental/investment234350
Land development88
Total real estate – 1-4 family mortgage10,89312,398
Real estate – commercial mortgage:
Owner-occupied3,4375,407
Non-owner occupied7,8191,341
Land development7275
Total real estate – commercial mortgage11,3286,823
Installment loans to individuals5271
Total restructured loans$22,624$20,259

Changes in the Company’s restructured loans are set forth in the table below for the periods presented.

20222021
Balance as of January 1$20,259$20,448
Additional loans with concessions10,33212,639
Reclassified as performing5,326366
Reductions due to:
Reclassified as nonperforming(7,411)(4,390)
Paid in full(4,758)(7,586)
Charge-offs(205)
Principal paydowns(1,124)(1,013)
Balance as of December 31$22,624$20,259

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The following table shows the principal amounts of nonperforming and restructured loans as of December 31 of each year presented. All loans where information exists about possible credit problems that would cause us to have serious doubts about the borrower’s ability to comply with the current repayment terms of the loan have been reflected in the table below.

20222021
Nonaccruing loans$56,545$49,364
Accruing loans past due 90 days or more3311,441
Total nonperforming loans56,87650,805
Restructured loans22,62420,259
Total nonperforming and restructured loans$79,500$71,064

The following table provides details of the Company’s other real estate owned as of December 31 for each of the years presented:

20222021
Residential real estate$699$259
Commercial real estate62761
Residential land development246305
Commercial land development7561,215
Total other real estate owned$1,763$2,540

Changes in the Company’s other real estate owned were as follows for the periods presented:

20222021
Balance as of January 1$2,540$5,972
Transfers of loans2,2073,180
Impairments(110)(306)
Dispositions(2,875)(6,166)
Other1(140)
Balance as of December 31$1,763$2,540

We realized net gains of $703 and $176 on dispositions of other real estate owned during 2022 and 2021, respectively.

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. Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking activities. Management believes a significant impact on the Company’s financial results stems from our ability to react to changes in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

Because of the impact of interest rate fluctuations on our profitability, the Board of Directors and management actively monitor and manage our interest rate risk exposure. We have an Asset/Liability Committee (the “ALCO”) that is authorized by the Board of Directors to monitor our interest rate sensitivity and to make decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital. The ALCO uses an asset/liability model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. 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.

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. EVE is defined as the present value of assets minus the present value of liabilities at a point

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in time for a given set of market rate assumptions. An increase in EVE due to a specified rate change indicates an improvement in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

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, 2023, in each case as compared to the result under rates present in the market on December 31, 2022. The changes in interest rates assume an instantaneous and parallel shift in the yield curve and do not take into account changes in the slope of the yield curve.

Percentage Change In:
Immediate Change in Rates of:Economic Value Equity (EVE)Earning at Risk (EAR) (Net Interest Income)
Static1-12 Months13-24 Months
+2002.32%7.21%9.30%
+1001.46%3.85%4.90%
-100(2.92)%(4.64)%(6.13)%
-200(9.11)%(10.58)%(14.45)%

The rate shock results for the EVE and net interest income simulations for the next 24 months produce an asset sensitive position at December 31, 2022.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

The scenarios assume instantaneous movements in interest rates in the increments described in the table above. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions including asset prepayment speeds, the impact of competitive factors on our pricing of loans and deposits, how responsive our deposit repricing is to the change in market rates and the expected life of non-maturity deposits. These business assumptions are based upon our experience, business plans and published industry experience. Such assumptions may not necessarily reflect the manner or timing in which cash flows, asset yields and liability costs respond to changes in market rates. Because these assumptions are inherently uncertain, actual results will differ from simulated results.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps and/or floors, forward commitments, and interest rate lock commitments, as part of its ongoing efforts to mitigate its interest rate risk exposure. 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.

Liquidity and Capital Resources

Liquidity management is the ability to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.

Core deposits, which are deposits excluding brokered deposits and time deposits greater than $250,000, are the major source of funds used by the Bank to meet 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. We may also access the brokered deposit market where rates are favorable to other sources of liquidity. As core deposit balances declined over the second half of 2022, especially in the fourth quarter, we added $233,133 of brokered deposits. Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the ALCO. At December 31, 2022, the Company remains below limits on brokered deposits and other funding sources established by the ALCO.

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 17.29% of the carrying value of the total securities portfolio. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. At December 31, 2022, securities with a carrying value of $842,601 were pledged to secure government, public, trust, and other deposits and as collateral for short-term borrowings and derivative instruments as compared to $629,174 at December 31, 2021.

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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. Federal funds are short term borrowings, generally overnight borrowings, between financial institutions, while security repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. There were no federal funds purchased outstanding at December 31, 2022, and 2021. Security repurchase agreements were $12,232 at December 31, 2022, as compared to $13,947 at December 31, 2021. The Company had $700,000 in short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2022, and none at December 31, 2021. We increased our short-term FHLB borrowings over the course of 2022 to fund our loan growth due to market pressure on deposit balances and rates. Long-term FHLB borrowings are used to match-fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowings compares favorably to the rates that we would be required to pay to attract deposits. At December 31, 2022, there were no outstanding long-term advances with the FHLB as compared to $417 at December 31, 2021. The total amount of the remaining credit available to us from the FHLB at December 31, 2022 was $3,651,678. We also maintain lines of credit with other commercial banks totaling $180,000. 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, 2022 or 2021.

Finally, we can access the capital markets to meet liquidity needs. The Company maintains a shelf registration statement with the SEC, which allows the Company to raise capital from time to time through the sale of common stock, preferred stock, debt securities, warrants and units, or a combination thereof, subject to market conditions. Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will be required to file with the SEC at the time of the specific offering. 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. In 2021, we accessed the capital markets to generate liquidity in the form of subordinated notes and in prior years we have issued other subordinated notes and assumed subordinated notes as part of acquisitions. For more information about our subordinated notes, see Note 11, “Long-Term Debt” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Our strategy in choosing funds is focused on minimizing cost in the context of our balance sheet composition, interest rate risk position and liquidity needs to fund loan growth. Accordingly, management targets growth of non-interest bearing deposits. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. We constantly monitor our funds position, short- and long-term liquidity needs and evaluate the effect that various funding sources have on our financial position. 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 TotalCost of Funds
2022202120222021
Noninterest-bearing demand33.39%32.00%%%
Interest-bearing demand45.0445.840.400.25
Savings7.837.250.090.07
Brokered deposits0.174.43
Time deposits9.1911.420.560.84
Borrowings4.383.494.053.34
Total deposits and borrowed funds100.00%100.00%0.42%0.33%

Cash and cash equivalents were $575,992 at December 31, 2022, compared to $1,877,965 at December 31, 2021. Cash used in investing activities for the year ended December 31, 2022 was $2,043,657 compared to $660,003 in 2021. Proceeds from the sale, maturity or call of securities within our investment portfolio were $452,955 for 2022 compared to $636,721 for 2021. These proceeds from the investment portfolio were primarily reinvested into interest-earning assets. Purchases of investment securities were $804,899 for 2022 compared to $2,160,069 for 2021.

Cash provided by financing activities for the year ended December 31, 2022 was $167,639 compared to $1,762,106 for the year ended December 31, 2021. Overall deposits decreased $418,758 for the year ended December 31, 2022 compared to an increase of $1,846,643 for 2021.

Restrictions on Bank Dividends, Loans and Advances

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The Company’s liquidity and capital resources, as well as its ability to pay dividends to our shareholders, are substantially dependent on the ability of the Bank to transfer funds to the Company in the form of dividends, loans and advances. 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. In addition, the FDIC has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends. Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval of the FDIC may be required.

In addition to the FDIC and DBCF restrictions on dividends payable by the Bank to the Company, the Federal Reserve 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 2022 or 2021. 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. The Federal Reserve’s criteria evaluates whether the holding company (1) has net income over the past four quarters sufficient to fully fund the proposed dividend (taking into account prior dividends paid during this period), (2) is considering stock repurchases or redemptions in the quarter, (3) does not have a concentration in commercial real estate and (4) is in good supervisory condition, based on its overall condition and its asset quality risk. A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At December 31, 2022, the maximum amount available for transfer from the Bank to the Company in the form of loans was $178,131. The Company maintains a line of credit collateralized by cash with the Bank totaling $3,000. There were no amounts outstanding under this line of credit at December 31, 2022.

None of these restrictions had any impact on the Company’s ability to meet its cash obligations in 2022, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.

Contractual Obligations

The following table presents, as of December 31, 2022, 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.

Payments Due In:
Note ReferenceLess Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Lease liabilities(1)23$7,342$11,527$8,914$48,292$76,075
Deposits without a stated maturity(2)911,791,52611,791,526
Time deposits(2)(3)91,236,045424,26531,7043,4261,695,440
Short-term Federal Home Loan Bank advances10700,000700,000
Other short-term borrowings1012,23212,232
Junior subordinated debentures11112,042112,042
Subordinated notes11316,091316,091
Total contractual obligations$13,747,145$435,792$40,618$479,851$14,703,406

(1)Represents the undiscounted cash flows.

(2)Excludes interest.

(3)Includes brokered deposits in the amount of $233,133.

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. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the

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Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements of the Company. While the borrower has the ability to draw upon these commitments at any time (assuming the borrower’s compliance with the terms of the loan commitment), these commitments often expire without being drawn upon. The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31, 2022 and 2021 were as follows:

20222021
Loan commitments$3,577,614$3,104,940
Standby letters of credit98,35789,830

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 will continue this process as new commitments are entered into or existing commitments are renewed.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps, floors and/or collars, as part of its ongoing efforts to mitigate its interest rate risk exposure and to facilitate the needs of its customers. The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position with other financial institutions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At December 31, 2022, the Company had notional amounts of $258,646 on interest rate contracts with corporate customers and $258,646 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts.

Additionally, the Company enters into interest rate lock commitments with its customers to mitigate the interest rate risk associated with the commitments to fund fixed-rate residential mortgage loans and also enters into forward commitments to sell residential mortgage loans to secondary market investors.

Finally, the Company enters into forward interest rate swap contracts on its FHLB borrowings and its junior subordinated debentures that are accounted for as cash flow hedges. Under each of these contracts, the Company pays a fixed rate of interest and receives a variable rate of interest based on the three-month or one-month LIBOR plus a predetermined spread. The Company entered into an interest rate swap contract on its subordinated notes that is accounted for as a fair value hedge. Under this contract, the Company pays a variable rate of interest based on the three-month LIBOR plus a predetermined spread and receives a fixed rate of interest.

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.

Shareholders’ Equity and Regulatory Matters

Total shareholders’ equity of the Company was $2,136,016 and $2,209,853 at December 31, 2022 and 2021, respectively. Book value per share was $38.18 and $39.63 at December 31, 2022 and 2021, respectively. The decrease in shareholders’ equity was attributable to earnings retention being more than offset by changes in accumulated other comprehensive income and dividends declared.

In October 2022, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $100,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions. The program will remain in effect until the earlier of October 2023 or the repurchase of the entire amount of common stock authorized to be repurchased by the Board of Directors.

The Company has junior subordinated debentures with a carrying value of $112,042 at December 31, 2022, of which $108,450 are included in the Company’s Tier 1 capital. Federal Reserve guidelines limit the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital, but these guidelines did not impact the amount of debentures we include in Tier 1 capital. Although our existing junior subordinated debentures are currently unaffected by these Federal Reserve guidelines, on account of changes enacted as part of the Dodd-Frank Act, any new trust preferred securities are not

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includable in Tier 1 capital. Further, if we make an acquisition now that we have exceeded $15,000,000 in assets, we will lose Tier 1 treatment of our junior subordinated debentures.

The Company has subordinated notes with a carrying value of $316,091 at December 31, 2022, and $359,419 at December 31, 2021 included in the Company’s Tier 2 capital. As previously discussed in the “Financial Condition” section above, in the fourth quarter of 2021, the Company issued $200,000 of its 3.00% fixed-to-floating rate subordinated notes due December 1, 2031. During October and December 2021, respectively, the Company redeemed at par its $15,000 6.50% fixed-to-floating rate subordinated notes and redeemed $30,000 of its aggregate $60,000 5.00% fixed-to-floating rate subordinated notes, with the remaining $30,000 of such notes redeemed in the first quarter of 2022.

The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that bank holding companies and banks must maintain. Those guidelines specify capital tiers, which include the following classifications:

Capital TiersTier 1 Capital to Average Assets (Leverage)Common Equity Tier 1 to Risk - Weighted AssetsTier 1 Capital to Risk - Weighted AssetsTotal Capital to Risk - Weighted Assets
Well capitalized5% or above6.5% or above8% or above10% or above
Adequately capitalized4% or above4.5% or above6% or above8% or above
UndercapitalizedLess than 4%Less than 4.5%Less than 6%Less than 8%
Significantly undercapitalizedLess than 3%Less than 3%Less than 4%Less than 6%
Critically undercapitalizedTangible Equity / Total Assets less than 2%

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The following table includes the capital ratios and capital amounts for the Company and the Bank for the years presented:

ActualMinimum Capital Requirement to be Well CapitalizedMinimum Capital Requirement to be Adequately Capitalized (including the phase-in of the Capital Conservation Buffer)
AmountRatioAmountRatioAmountRatio
December 31, 2022
Renasant Corporation:
Tier 1 leverage ratio$1,481,1979.36%$790,8535.00%$632,6834.00%
Common equity tier 1 capital ratio1,372,74710.21%874,0936.50%941,3317.00%
Tier 1 risk-based capital ratio1,481,19711.01%1,075,8078.00%1,143,0458.50%
Total risk-based capital ratio1,968,00114.63%1,344,75810.00%1,411,99610.50%
Renasant Bank:
Tier 1 leverage ratio$1,630,38910.30%$791,2995.00%$633,0404.00%
Common equity tier 1 capital ratio1,630,38912.10%876,0666.50%943,4557.00%
Tier 1 risk-based capital ratio1,630,38912.10%1,078,2358.00%1,145,6248.50%
Total risk-based capital ratio1,781,31213.22%1,347,79410.00%1,415,18310.50%
December 31, 2021
Renasant Corporation:
Tier 1 leverage ratio$1,422,0779.15%$777,2895.00%$621,8314.00%
Common equity tier 1 capital ratio1,314,29511.18%763,9526.50%822,7177.00%
Tier 1 risk-based capital ratio1,422,07712.10%940,2488.00%999,0148.50%
Total risk-based capital ratio1,897,16716.14%1,175,61010.00%1,234,07610.50%
Renasant Bank:
Tier 1 leverage ratio$1,580,90410.18%$776,7005.00%$621,3604.00%
Common equity tier 1 capital ratio1,580,90413.46%763,7136.50%822,4607.00%
Tier 1 risk-based capital ratio1,580,90413.46%939,9548.00%998,7028.50%
Total risk-based capital ratio1,697,16314.44%1,174,94310.00%1,233,69010.50%

As previously disclosed, the Company adopted CECL as of January 1, 2020. The Company has elected to take advantage of transitional relief offered by the Federal Reserve and FDIC to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay.

For a detailed discussion of the capital adequacy guidelines applicable to the Company and the Bank, please refer to the information under the heading “Capital Adequacy Guidelines” in the “Supervision and Regulation-Supervision and Regulation of Renasant Corporation” section and the “Supervision and Regulation-Supervision and Regulation of Renasant Bank” section in Item 1, Business, in this report.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this document contains certain non-GAAP financial measures, namely, return on average tangible shareholders’ equity, return on average tangible assets and the ratio of tangible equity to tangible assets. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets. 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. 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

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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. The reconciliations from GAAP to non-GAAP for these financial measures are below.

Return on average tangible shareholders’ equity and Return on average tangible assets
202220212020
Net income (GAAP)$166,068$175,892$83,651
Amortization of intangibles5,1226,0427,121
Tax effect of adjustment noted above (1)(1,119)(1,354)(1,382)
Tangible net income (non-GAAP)$170,071$180,580$89,390
Average shareholders’ equity (GAAP)$2,184,603$2,209,409$2,114,590
Intangibles967,018966,733973,287
Average tangible shareholders’ equity (non-GAAP)$1,217,585$1,242,676$1,141,303
Average total assets (GAAP)$16,637,852$15,905,986$14,503,449
Intangibles967,018966,733973,287
Average tangible assets (non-GAAP)$15,670,834$14,939,253$13,530,162
Return on (average) shareholders’ equity (GAAP)7.60%7.96%3.96%
Effect of adjustment for intangible assets6.37%6.57%3.87%
Return on average tangible shareholders’ equity (non-GAAP)13.97%14.53%7.83%
Return on (average) assets (GAAP)1.00%1.11%0.58%
Effect of adjustment for intangible assets0.09%0.10%0.08%
Return on average tangible assets (non-GAAP)1.09%1.21%0.66%

(1) Tax effect is calculated based on the respective periods’ effective tax rate.

Tangible common equity ratio (Tangible shareholders’ equity to tangible assets)
202220212020
Shareholders’ equity (GAAP)$2,136,016$2,209,853$2,132,733
Intangibles1,015,884963,781969,823
Tangible shareholders’ equity (non-GAAP)$1,120,132$1,246,072$1,162,910
Total assets (GAAP)$16,988,176$16,810,311$14,929,612
Intangibles1,015,884963,781969,823
Tangible assets (non-GAAP)$15,972,292$15,846,530$13,959,789
Tangible Common Equity Ratio
Shareholders’ equity to assets (GAAP)12.57%13.15%14.29%
Effect of adjustment for intangible assets5.56%5.29%5.96%
Tangible shareholders’ equity to tangible assets (non-GAAP)7.01%7.86%8.33%

None of the non-GAAP financial measures the Company has included in this document is intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. 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. 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.

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FY 2021 10-K MD&A

SEC filing source: 0000715072-22-000091.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

ITEM 7. 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, 2021 and 2020 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 our 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, 2020, which provides a discussion of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Annual Report on Form 10-K.

Performance Overview

Net income was $175,892 for 2021 compared to $83,651 for 2020. Basic and diluted earnings per share (“EPS”) were $3.13 and $3.12, respectively, for 2021 compared to $1.49 and $1.48, respectively, for 2020. At December 31, 2021, total assets increased to $16,810,311 from $14,929,612 at December 31, 2020. The changes in our financial condition and results of operations from 2020 to 2021 were driven by a number of factors, the most prominent of which are highlighted below:

Financial Highlights
Net interest income decreased $2,796 to $424,001 for 2021 as compared to $426,797 for 2020. The decrease from 2020 to 2021 was due to the continued decline in loan yields due to the current rate environment, as well as changes in the mix of earning assets during the year due to increased liquidity on the balance sheet, partially offset by a decline in our cost of funds. The Company has continued to focus on lowering the cost of funding through both growing noninterest-bearing deposits and aggressively lowering interest rates on interest-bearing deposits.
Net charge-offs as a percentage of average loans were 0.10% and 0.04% in 2021 and 2020, respectively. The Company recorded a recovery of provision for credit losses on loans of $1,700 in 2021 as compared to a provision for credit losses of $85,350 in 2020. The decrease year over year is reflective of the continued economic improvement and stable credit metrics.
Noninterest income was $226,984 for 2021 compared to $235,532 for 2020. The decrease in noninterest income is primarily attributable to decreased mortgage production during the year, partially offset by an increase in other fee income categories.
Noninterest expense was $429,826 and $471,988 for 2021 and 2020, respectively. The decrease in noninterest expense is primarily attributable to decreases in salaries and employee benefits, which decreased partially due to the voluntary early retirement program offered in 2020 and other expense initiatives. Salaries and employee benefits for 2020 also included approximately $8,237 in expense related to employee overtime and employee benefit accruals directly related to the Company's response to both the COVID-19 pandemic itself and federal legislation enacted to address the pandemic, such as the CARES Act. The Company also had a decrease in net occupancy and equipment in 2021 resulting from the branch efficiency initiatives implemented in late 2020.
Loans, net of unearned income, were $10,020,914 at December 31, 2021 compared to $10,933,647 at December 31, 2020, which represents a decrease of 8.35% from the previous year. The balance of PPP loans decreased to $58,391 at December 31, 2021 from $1,128,703 at December 31, 2020, while loans other than PPP loans increased by $157,579, or 1.61%, from December 31, 2020.
Deposits totaled $13,905,724 at December 31, 2021 compared to $12,059,081 at December 31, 2020. Noninterest bearing deposits averaged $4,310,834, or 33.15% of average deposits, for 2021 compared to $3,391,619, or 29.79% of average deposits, for 2020.

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A historical look at key performance indicators is presented below.

202120202019
Diluted EPS$3.12$1.48$2.88
Diluted EPS Growth110.81%(48.61)%3.23%
Shareholders’ equity to assets13.15%14.29%15.86%
Tangible shareholders’ equity to tangible assets(1)7.86%8.33%9.25%
Return on Average Assets1.11%0.58%1.30%
Return on Average Tangible Assets(1)1.21%0.66%1.46%
Return on Average Shareholders’ Equity7.96%3.96%7.95%
Return on Average Tangible Shareholders’ Equity(1)14.53%7.83%15.36%

(1)These performance indicators are non-GAAP financial measures. A reconciliation of these financial measures from GAAP to non-GAAP as well as an explanation of why the Company provides these non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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. We monitor the status of proposed and newly issued accounting standards to evaluate the impact (or potential impact) on our financial condition and results of operations or on the preparation of our financial statements. Our accounting policies, including the impact of newly issued accounting standards, are discussed in detail in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report. The following discussion supplements the discussion of our significant accounting policies in the financial statements.

Allowance for Credit Losses on Loans

The accounting estimate most important to the presentation of our financial statements relates to the allowance for credit losses and the related provision for credit losses. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”). Management evaluates the adequacy of the allowance for credit losses on a quarterly basis. Please refer to the discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report for more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses.

Prior to the adoption of ASC 326 on January 1, 2020, the appropriate level of the allowance was based on an ongoing analysis of the loan portfolio and represented an amount that management deemed adequate to provide for inherent losses, including collective impairment as recognized under ASC 450, “Contingencies” (“ASC 450”), in our loan portfolio. Collective impairment was calculated based on loans grouped by grade. Another component of the allowance was losses on loans assessed as impaired under ASC 310, “Receivables” (“ASC 310”). The balance of the loans determined to be impaired under ASC 310 and the related allowance was included in management’s estimation and analysis of the allowance for loan losses. The determination of the appropriate level of the allowance was sensitive to a variety of internal factors, primarily historical loss ratios and assigned risk ratings, and external factors, primarily the economic environment. While no one factor was dominant, each could cause actual loan losses to differ materially from originally estimated amounts.

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 2020 and 2021, please refer to the disclosures in this Item under the heading “Risk Management – Credit Risk and Allowance for Credit Losses.”

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 accounting for acquisitions, please refer to the information under the heading “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Prior to the adoption of ASC 326 on January 1, 2020, in regards to a purchased loan, no allowance for loan losses was recorded on the acquisition date because the fair value measurements incorporated assumptions regarding credit risk. This applied even to a purchased loan with evidence of credit deterioration since origination pursuant to ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC 310-30”). Generally speaking, rather than carry over an allowance for loan losses, as part of the acquisition we established a “Day 1 Fair Value” of a purchased loan or pools of purchased loans sharing common risk characteristics, which was equal to the outstanding balance of a purchased loan or pool on the acquisition date less any credit and/or yield discount applied against the purchased loan or pool of loans. In other words, these loans or pools of loans were carried at values which represented our estimate of their future cash flows. After the acquisition date, a purchased loan or pool of loans either met or exceeded the performance expectations established in determining the Day 1 Fair Values or deteriorated from such expected performance which resulted in accelerated accretion or impairment recognized through the provision for loan losses.

Additional details about loans acquired in connection with our acquisitions is set forth below under the heading “Risk Management - Credit Risk and Allowance for Credit Losses” and in Note 4, “Purchased Loans” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at December 31, 2021 compared to December 31, 2020. Total assets were $16,810,311 at December 31, 2021 compared to $14,929,612 at December 31, 2020.

Securities

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and other types of borrowings. The securities portfolio also serves as an outlet to deploy excess liquidity rather than hold such excess funds as cash. The following table shows the carrying value of our securities portfolio by investment type and the percentage of such investment type relative to the entire securities portfolio at December 31:

20212020
Balance% of PortfolioBalance% of Portfolio
U.S. Treasury securities$3,0100.11%$7,0790.53%
Obligations of other U.S. Government agencies and corporations1,0090.08
Obligations of states and political subdivisions426,75115.23305,20122.72
Mortgage backed securities2,313,16782.54955,54971.12
Trust preferred securities9,0120.67
Other debt securities59,5132.1265,6074.88
$2,802,441100.00%$1,343,457100.00%
Allowance for credit losses - held to maturity securities(32)
Securities, net of allowance for credit losses$2,802,409$1,343,457

During 2021, management determined that the Company held excess liquidity on the balance sheet, so we deployed a portion of our excess liquidity into the securities portfolio and purchased $2,160,069 in investment securities, with mortgage backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprising approximately 93% of such purchases. CMOs are included in the “Mortgage backed securities” line item in the above table. The mortgage backed securities and CMOs held in our investment portfolio are issued by government sponsored entities. Obligations of state and political subdivisions made up the remainder of purchases in 2021. Other debt securities in our investment portfolio consist of corporate debt securities and issuances from the Small Business Administration (“SBA”). The carrying value of securities sold during 2021 totaled $174,285, resulting in a net gain of $2,170, while proceeds from maturities and calls of securities during 2021 totaled $460,266, which were primarily reinvested in the securities portfolio.

During the year ended December 31, 2021, the Company transferred, at fair value, $366,886 of securities from the available for sale portfolio to the held to maturity portfolio. The related net unrealized after tax gains of $2,048 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. No gains or losses were recognized at the time of transfer. There were no held to maturity securities at December 31, 2020.

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During 2020, we purchased $515,657 in investment securities, with mortgage backed securities and CMOs, in the aggregate, comprising approximately 73% of such purchases. Obligations of state and political subdivisions comprised approximately 23% of the purchases made in 2020. The carrying value of securities sold during 2020 totaled $44,860 resulting in a net gain of $46. Proceeds from maturities and calls of securities during 2020 totaled $437,981, which were primarily reinvested in the securities portfolio.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis in accordance with ASC 326. Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical default rates, investment grades, current conditions, and reasonable and supportable forecasts about the future. At December 31, 2021 the allowance for credit losses on held to maturity securities was $32.

At December 31, 2021, unrealized losses of $31,024 were recorded on available for sale investment securities with a carrying value of $1,925,018. At December 31, 2020, unrealized losses of $3,215 were recorded on available for sale securities with a carrying value of $85,396. The Company does not intend to sell any of the securities in an unrealized loss position, and it is not more likely than not that the Company will be required to sell any such security prior to the recovery of its amortized cost basis, which may be maturity. Furthermore, even though a number of these securities have been in a continuous unrealized loss position for a period greater than twelve months, the Company is collecting principal and interest payments from the respective securities as scheduled. As such, the Company did not record any impairment for the years ended December 31, 2021 and 2020.

The following table sets forth the scheduled maturity distribution and weighted average yield based on the amortized cost of the debt securities in our investment portfolio as of December 31, 2021.

AmountYield
Held to Maturity:
Obligations of states and political subdivisions
Maturing within one year$5302.09%
Maturing after one year through five years2,0640.68%
Maturing after five years through ten years18,3681.16%
Maturing after ten years246,6781.79%
Residential mortgage backed securities not due at a single maturity date:
Government agency MBS60,5071.35%
Government agency CMO24,8321.02%
Commercial mortgage backed securities not due at a single maturity date:
Government agency MBS1,8555.96%
Government agency CMO39,5051.39%
Other debt securities not due at a single maturity date22,0493.04%
Available for Sale:
U.S. Treasury securities
Maturing within one year or less3,0070.92%
Obligations of states and political subdivisions
Maturing within one year or less5,5165.47%
Maturing after one year through five years40,2533.37%
Maturing after five years through ten years30,2803.62%
Maturing after ten years77,7982.13%
Other debt securities - corporate debt
Maturing after one year through five years1,5294.69%
Maturing after five years through ten years22,9894.42%
Residential mortgage backed securities not due at a single maturity date:
Government agency MBS967,4971.65%
Government agency CMO1,008,5140.95%
Commercial mortgage backed securities not due at a single maturity date:
Government agency MBS14,7174.56%
Government agency CMO216,8591.45%
Other debt securities not due at a single maturity date11,9973.60%
$2,817,3441.67%

In the table above, weighted average yields on tax-exempt obligations 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. These yields were calculated using coupon interest and adjusting for discount accretion and premium amortization, where applicable.

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For more information about the Company’s securities, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Loans Held for Sale

Loans held for sale were $453,533 at December 31, 2021 compared to $417,771 at December 31, 2020. Mortgage loans to be sold, which made up all of our loans held for sale at December 31, 2021, are sold either on a “best efforts” basis or under a “mandatory delivery” sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored entities, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. 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. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within 30-40 days after the loan is funded. 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.

Loans

Loans, excluding loans held for sale, are the Company’s most significant earning asset, comprising 59.61% and 73.23% of total assets at December 31, 2021 and 2020, respectively. The decrease in the percentage of our total earning assets that loans make up from 2020 to 2021 is a result of a material increase in the size of the investment securities portfolio in 2021, while loans also slightly declined from 2020 to 2021. 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.

The tables below set forth the balance of loans outstanding by loan type and the percentage of loans, by category, to total loans at December 31:

December 31, 2021
Non PurchasedPurchasedTotal LoansPercentage of Total Loans
Commercial, financial, agricultural (1)$1,332,962$90,308$1,423,27014.20%
Lease financing, net of unearned discount76,12576,1250.76%
Real estate – construction:
Residential300,9881,287302,2753.02%
Commercial798,9143,707802,6218.01%
Total real estate – construction1,099,9024,9941,104,89611.03%
Real estate – 1-4 family mortgage:
Primary1,682,050134,0701,816,12018.12%
Home equity423,10851,496474,6044.74%
Rental/investment268,24520,229288,4742.88%
Land development135,0709,978145,0481.45%
Total real estate – 1-4 family mortgage2,508,473215,7732,724,24627.19%
Real estate – commercial mortgage:
Owner-occupied1,329,219234,1321,563,35115.60%
Non-owner occupied2,446,370410,5772,856,94728.51%
Land development110,39518,344128,7391.28%
Total real estate – commercial mortgage3,885,984663,0534,549,03745.39%
Installment loans to individuals107,56535,775143,3401.43%
Total loans, net of unearned income$9,011,011$1,009,903$10,020,914100.00%

(1)Includes PPP loans of $58,391 as of December 31, 2021.

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December 31, 2020
Non PurchasedPurchasedTotal LoansPercentage of Total Loans
Commercial, financial, agricultural (1)$2,360,471$176,513$2,536,98423.20%
Lease financing75,86275,8620.69%
Real estate – construction:
Residential243,8142,859246,6732.26%
Commercial583,33828,093611,4315.59%
Total real estate – construction827,15230,952858,1047.85%
Real estate – 1-4 family mortgage:
Primary1,536,181214,7701,750,95116.02%
Home equity432,76880,392513,1604.69%
Rental/investment264,43631,928296,3642.71%
Land development123,17914,654137,8331.26%
Total real estate – 1-4 family mortgage2,356,564341,7442,698,30824.68%
Real estate – commercial mortgage:
Owner-occupied1,334,765323,0411,657,80615.16%
Non-owner occupied2,194,739552,7282,747,46725.13%
Land development120,12529,454149,5791.37%
Total real estate – commercial mortgage3,649,629905,2234,554,85241.66%
Installment loans to individuals149,86259,675209,5371.92%
Total loans, net of unearned income$9,419,540$1,514,107$10,933,647100.00%

(1)Includes PPP loans of $1,128,703 as of December 31, 2020.

Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2021 and 2020, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above.

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The following table sets forth loans held for investment, net of unearned income, outstanding at December 31, 2021, which, based on remaining contractually-scheduled repayments of principal, are due in the periods indicated. Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial maturity when credit conditions remain satisfactory. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported below as due in one year or less. See “Risk Management – Credit Risk and Allowance for Credit Losses” in this Item 7 for information regarding the risk elements applicable to, and a summary of our loan loss experience with respect to, the loans in each of the categories listed below.

One Year or LessAfter One Year Through Five YearsAfter Five Years Through Fifteen YearsAfter Fifteen YearsTotal
Commercial, financial, agricultural (1)$808,617$497,453$116,890$310$1,423,270
Lease financing, net of unearned income1,85646,84527,42476,125
Real estate – construction:
Residential238,00912,13142,6089,527302,275
Commercial382,935361,25658,430802,621
Total real estate – construction620,944373,387101,0389,5271,104,896
Real estate – 1-4 family mortgage:
Primary214,471355,825905,189340,6351,816,120
Home equity452,00513,4474,4674,685474,604
Rental/investment61,728196,75829,833155288,474
Land development108,54735,1791,322145,048
Total real estate – 1-4 family mortgage836,751601,209940,811345,4752,724,246
Real estate – commercial mortgage:
Owner-occupied351,908761,202442,7947,4471,563,351
Non-owner occupied1,188,7271,270,431397,733562,856,947
Land development51,15873,1934,388128,739
Total real estate – commercial mortgage1,591,7932,104,826844,9157,5034,549,037
Installment loans to individuals35,82663,09443,2121,208143,340
Total loans, net of unearned income$3,895,787$3,686,814$2,074,290$364,023$10,020,914

(1)Includes PPP loans of $58,391 as of December 31, 2021.

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The following table sets forth the fixed and variable rate loans maturing or scheduled to reprice after one year as of December 31, 2021:

Interest Sensitivity
Fixed RateVariable Rate
Commercial, financial, agricultural$445,052$169,601
Lease financing, net of unearned income74,269
Real estate – construction:
Residential20,86943,397
Commercial174,787244,899
Total real estate – construction195,656288,296
Real estate – 1-4 family mortgage:
Primary657,603944,046
Home equity6,05616,543
Rental/investment216,03010,716
Land development32,2054,296
Total real estate – 1-4 family mortgage911,894975,601
Real estate – commercial mortgage:
Owner-occupied1,089,096122,347
Non-owner occupied1,394,220274,000
Land development69,3858,196
Total real estate – commercial mortgage2,552,701404,543
Installment loans to individuals103,6023,912
Total loans, net of unearned income$4,283,174$1,841,953

Deposits

Noninterest-Bearing Deposits to Total Deposits
20212020
33.93%30.56%

The Company relies on deposits as its major source of funds. Total deposits were $13,905,724 and $12,059,081 at December 31, 2021 and 2020, respectively. Noninterest-bearing deposits were $4,718,124 and $3,685,048 at December 31, 2021 and 2020, respectively, while interest-bearing deposits were $9,187,600 and $8,374,033 at December 31, 2021 and 2020, respectively.

The growth in noninterest-bearing deposits across the Company’s footprint in 2021 was primarily driven by client sentiment to maintain liquidity. Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding time deposits greater than $250,000). Noninterest-bearing deposits increased to 33.93% of total deposits at December 31, 2021, as compared to 30.56% of total deposits at December 31, 2020. Under certain circumstances, however, management may elect to acquire non-core deposits (in the form of time deposits) or public fund deposits (which are deposits of counties, municipalities or other political subdivisions). The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Public fund deposits may be readily obtained based on the Company’s pricing bid in comparison with competitors. Public fund deposits may fluctuate as competitive and market forces change because these deposits are obtained through a bid process. Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it

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participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable. Our public fund transaction accounts are principally obtained from public universities and municipalities, including school boards and utilities. Public fund deposits at December 31, 2021 were $1,787,414 compared to $1,398,330 at December 31, 2020.

Deposits that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured were $4,353,952 and $3,348,376 at December 31, 2021 and 2020, respectively. The following table shows the maturity of time deposits at December 31, 2021 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured:

Three Months or Less$89,698
Over Three through Six Months71,863
Over Six through Twelve Months94,606
Over 12 Months58,159
$314,326

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. 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. The following table presents our short-term borrowings by type at December 31:

20212020
Security repurchase agreements$13,947$10,947
Federal funds purchased10,393
$13,947$21,340

At December 31, 2021, long-term debt consists of long-term FHLB advances, our junior subordinated debentures and our subordinated notes. The following table presents our long-term debt by type at December 31:

20212020
Federal Home Loan Bank advances$417$152,167
Junior subordinated debentures111,373110,794
Subordinated notes359,419212,009
Total long-term debt$471,209$474,970

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. During 2021, we used the proceeds of our deposit growth and other sources of liquidity to substantially reduce our long-term FHLB borrowings. At December 31, 2021, all of our long-term FHLB advances outstanding are scheduled to mature within twelve months or less. The Company had $4,214,274 of availability on unused lines of credit with the FHLB at December 31, 2021 compared to $3,784,520 at December 31, 2020. The weighted-average interest rates on outstanding advances at December 31, 2021 and 2020 were 1.86% and 0.05%, respectively.

On November 23, 2021, the Company completed the public offering and sale of $200,000 of its 3.00% fixed-to-floating rate subordinated notes due December 1, 2031. The subordinated notes were sold at par, resulting in net proceeds, after deducting underwriting discounts and offering expenses, of approximately $197,000. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include providing capital to support the Company’s organic growth or growth through strategic acquisitions, repaying indebtedness, financing investments, capital expenditures or for investments in Renasant Bank as regulatory capital.

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During October and December 2021, respectively, the Company redeemed at par its $15,000 6.50% fixed-to-floating rate subordinated notes and redeemed $30,000 of its aggregate $60,000 5.00% fixed-to-floating rate subordinated notes, with the remaining $30,000 of such notes to be redeemed in the first quarter of 2022.

The Company owns other subordinated notes, the proceeds of which have been used for general corporate purposes similar to those described above. The subordinated notes qualify as Tier 2 capital under the current regulatory guidelines.

The Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors. The trusts used the proceeds from the issuance of their preferred capital securities and common securities (collectively referred to as “capital securities”) to buy floating rate junior subordinated debentures issued by the Company (or by companies that the Company subsequently acquired). The debentures are the trusts’ only assets and interest payments from the debentures finance the distributions paid on the capital securities.

For more information about the terms and conditions of the Company’s junior subordinated debentures and subordinated notes, see Note 12, “Long-Term Debt,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Results of Operations

Net Income

Net income for the year ended December 31, 2021 was $175,892 compared to net income of $83,651 for the year ended December 31, 2020. Basic earnings per share for the year ended December 31, 2021 was $3.13 as compared to $1.49 for the year ended December 31, 2020. Diluted earnings per share for the year ended December 31, 2021 was $3.12 as compared to $1.48 for the year ended December 31, 2020.

From time to time, the Company incurs expenses and charges in connection with certain transactions with respect to which management is unable to accurately predict when these expenses or charges will be incurred or, when incurred, the amount of such expenses or charges. The following table presents the impact of these expenses and charges on reported EPS for the dates presented. The “COVID-19 related expenses” line item in the table below primarily consists of (a) employee overtime and employee benefit accruals directly related to the Company’s response to both the COVID-19 pandemic itself and federal legislation enacted to address the pandemic, such as the CARES Act, and (b) expenses associated with supplying branches with protective equipment, sanitation supplies (such as floor markings and cautionary signage for branches, face coverings and hand sanitizer) and more frequent and rigorous branch cleaning. The mortgage servicing rights (“MSR”) valuation adjustment and swap termination gains are discussed below under the “Noninterest Income” heading, and the debt prepayment penalty and restructuring charges are discussed below under the “Noninterest Expense” heading in this Item.

Twelve Months Ended December 31,
20212020
Pre-taxAfter-taxImpact to Diluted EPSPre-taxAfter-taxImpact to Diluted EPS
MSR valuation adjustment$(13,561)$(10,522)$(0.19)$11,726$9,450$0.17
Swap termination gains(4,676)(3,628)(0.06)
COVID-19 related expenses1,5111,1720.0210,3438,3360.14
Restructuring charges3682860.017,3655,9360.11
Swap termination charges2,0401,6440.03
Debt prepayment penalty6,1234,7510.0812197
Note: Balances in the table above are shown to reflect impact to income if removed (i.e. negative balances for income items and positive balances for expense items).

Net Interest Income

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 65.49% of total net revenue in 2021. Total net revenue consists of net interest income on a fully taxable equivalent basis and noninterest income. The primary concerns in managing net interest income are the volume, mix and repricing of assets and liabilities.

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Net interest income decreased 0.66% to $424,001 for 2021 compared to $426,797 in 2020. On a tax equivalent basis, net interest income decreased $2,962 to $430,720 in 2021 as compared to $433,682 in 2020. Net interest margin was 3.07% for 2021 as compared to 3.44% for 2020.

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, 2021, 2020 and 2019:

202120202019
Average BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ RateAverage BalanceInterest Income/ ExpenseYield/ Rate
Assets
Interest-earning assets:
Loans(1)$10,310,070$427,2964.15%$10,593,556$458,6864.33%$9,168,555$487,2405.31%
Loans held for sale454,72712,6322.78%361,39112,1913.37%358,73518,1715.07%
Securities:
Taxable(2)1,691,53124,3701.44%1,021,99924,1022.36%1,051,12429,7862.83%
Tax-exempt335,3999,4182.81%259,7058,8483.41%193,2527,8214.05%
Total securities2,026,93033,7881.67%1,281,70432,9502.57%1,244,37637,6073.02%
Interest-bearing balances with banks1,263,3641,6880.13%385,8101,1900.31%256,3745,8912.30%
Total interest-earning assets14,055,091475,4043.38%12,622,461505,0174.00%11,028,040548,9094.98%
Cash and due from banks199,705201,815179,991
Intangible assets966,733973,287976,065
Other assets684,457705,886691,890
Total assets$15,905,986$14,503,449$12,875,986
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand(3)$6,177,944$15,3080.25%$5,277,374$23,9950.45%$4,754,201$40,9910.86%
Savings deposits976,6166980.07%764,1467580.10%647,2711,2580.19%
Time deposits1,539,76312,9700.84%1,952,21329,2631.50%2,320,77539,7461.71%
Total interest-bearing deposits8,694,32328,9760.33%7,993,73354,0160.68%7,722,24781,9951.06%
Borrowed funds470,99315,7083.34%765,76917,3192.26%405,97516,9284.17%
Total interest-bearing liabilities9,165,31644,6840.49%8,759,50271,3350.81%8,128,22298,9231.22%
Noninterest-bearing deposits4,310,8343,391,6192,463,436
Other liabilities220,427237,738176,496
Shareholders’ equity2,209,4092,114,5902,107,832
Total liabilities and shareholders’ equity$15,905,986$14,503,449$12,875,986
Net interest income/ net interest margin$430,7203.07%$433,6823.44%$449,9864.08%

(1)Shown net of unearned income.

(2)U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which we operate.

(3)Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

The daily average balances of nonaccruing assets are included in the foregoing table. 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. 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. As discussed in more detail below, the decline in loan yields due to the current low interest rate environment as well as changes in the mix of earning assets during the year due to increased liquidity on the balance sheet were the largest contributing factors to the decrease in net interest margin. The Company has continued to focus on lowering the cost of funding through growing noninterest-bearing deposits and

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aggressively lowering interest rates on interest-bearing deposits. The Company has also increased its purchases of investment securities and continues to evaluate options to mitigate the pressure on net interest margin.

The following table sets forth a summary of the changes in interest earned, on a tax equivalent basis, and interest paid resulting from changes in volume and rates for the Company for the years indicated. 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). The changes attributable to the combined impact of yield/rate and volume have been allocated on a pro-rata basis using the absolute ratio value of amounts calculated.

2021 Compared to 20202020 Compared to 2019
VolumeRateNetVolumeRateNet
Interest income:
Loans$(17,322)$(14,068)$(31,390)$42,331$(70,885)$(28,554)
Loans held for sale2,802(2,361)441134(6,114)(5,980)
Securities:
Taxable11,853(11,585)268(806)(4,878)(5,684)
Tax-exempt2,296(1,726)5702,398(1,371)1,027
Interest-bearing balances with banks1,479(981)4982,026(6,727)(4,701)
Total interest-earning assets1,108(30,721)(29,613)46,083(89,975)(43,892)
Interest expense:
Interest-bearing demand deposits3,586(12,273)(8,687)4,108(21,104)(16,996)
Savings deposits181(241)(60)197(697)(500)
Time deposits(5,305)(10,988)(16,293)(5,871)(4,612)(10,483)
Borrowed funds(8,092)6,481(1,611)10,475(10,084)391
Total interest-bearing liabilities(9,630)(17,021)(26,651)8,909(36,497)(27,588)
Change in net interest income$10,738$(13,700)$(2,962)$37,174$(53,478)$(16,304)

The daily average balances of nonaccruing assets are included in the foregoing table. 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.

Interest income, on a tax equivalent basis, was $475,404 for 2021 compared to $505,017 for 2020, a decrease of $29,613. The following table presents the percentage of total average earning assets, by type and yield, for 2021 and 2020:

Percentage of TotalYield
2021202020212020
Loans held for investment excluding PPP loans70.16%77.13%4.08%4.47%
Paycheck Protection Program loans3.196.805.522.75
Loans held for sale3.242.862.783.37
Securities14.4210.151.672.57
Interest-bearing balances with banks8.993.060.130.31
Total earning assets100.00%100.00%3.38%4.00%

In 2021, interest income on loans held for investment, on a tax equivalent basis, decreased $31,390 to $427,296 from $458,686 in 2020. Interest income on loans held for investment decreased primarily due to the Federal Reserve maintaining low interest rates since March 2020. Interest income attributable to PPP loans included in loan interest income for 2021 was $24,794, which consisted of $4,380 in interest income and $20,414 in accretion of net origination fees, as compared to $23,605 for 2020, which consisted of $8,729 in interest income and $14,876 in accretion of net origination fees. The PPP origination fees, net of agent fees paid and other origination costs, are being accreted into interest income over the life of the loan. When a PPP loan is forgiven in whole or in part, as provided under the CARES Act, the Company recognizes the non-accreted portion of the net origination fee attributable to the forgiven portion of such loan as of the date of the final forgiveness determination. PPP loans increased margin and loan yield eight and six basis points, respectively, during 2021, and reduced margin and loan yield five and 13 basis points, respectively, during 2020.

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The impact from interest income collected on problem loans and purchase accounting adjustments on purchased loans to total interest income on loans, loan yield and net interest margin is shown in the table below for the periods presented:

Twelve months ended December 31,
20212020
Net interest income collected on problem loans$4,412$1,011
Accretable yield recognized on purchased loans(1)10,78319,248
Total impact to interest income on loans$15,195$20,259
Impact to total loan yield0.15%0.18%
Impact to net interest margin0.11%0.16%

(1)Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $5,293 and $8,077 for the twelve months ended December 31, 2021 and 2020, respectively, which increased loan yield by 4 basis points and 7 basis points, respectively, for 2021 and 2020.

Interest income on loans held for sale, on a tax equivalent basis, increased $441 to $12,632 in 2021 from $12,191 in 2020.

In 2021, investment income, on a tax equivalent basis, increased $838 to $33,788 from $32,950 in 2020. The following table presents the taxable equivalent yield on securities for the periods presented:

Twelve months ended December 31,
20212020
Taxable equivalent interest income on securities$33,788$32,950
Average securities$2,026,930$1,281,704
Taxable equivalent yield on securities1.67%2.57%

The decrease in yield on securities during 2021 was offset by security purchases during the year as the Company deployed a portion of its excess liquidity into the securities portfolio. The growth in the securities portfolio during 2021 led to the growth in investment income, on a tax equivalent basis.

Interest expense was $44,684 in 2021 compared to $71,335 in 2020. 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 TotalCost of Funds
2021202020212020
Noninterest-bearing demand32.00%27.91%%%
Interest-bearing demand45.8443.430.250.45
Savings7.256.290.070.10
Time deposits11.4216.070.841.50
Short-term borrowings0.102.940.291.07
Long-term Federal Home Loan Bank advances0.921.250.070.61
Subordinated notes1.651.204.865.28
Other long-term borrowed funds0.820.914.304.40
Total deposits and borrowed funds100.00%100.00%0.33%0.59%

Interest expense on deposits was $28,976 and $54,016 for 2021 and 2020, respectively. The cost of total deposits was 0.22% and 0.47% for the years ending December 31, 2021 and 2020, respectively. The cost of interest-bearing deposits was 0.33% and 0.68% for the same respective periods. The decrease in both deposit expense and cost is attributable to the Company’s efforts to reduce deposit rates as they reprice in the current low interest rate environment. During 2021, the Company continued its efforts to grow noninterest-bearing deposits, with the growth in noninterest-bearing deposits during the year primarily driven by client sentiment to maintain liquidity. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on wholesale borrowings when rates are advantageous.

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Interest expense on total borrowings was $15,708 and $17,319 for the years ending December 31, 2021 and 2020, respectively, while the cost of total borrowings was 3.34% and 2.26% for the years ended December 31, 2021 and 2020, respectively. The decrease in interest expense is a result of lower average borrowings. As previously mentioned, the Company also issued $200,000 of its fixed-to-floating rate subordinated notes during the year and redeemed certain tranches of subordinated notes.

A more detailed discussion of the cost of our funding sources is set forth below under the heading “Liquidity and Capital Resources” in this item. For more information about our outstanding subordinated notes and junior subordinated debentures, see Note 12, “Long-Term Debt,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Noninterest Income

Noninterest Income to Average Assets
(Excludes securities gains/losses)
20212020
1.41%1.62%

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 on the sale of securities and all other noninterest income. 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 34.51% and 35.20% for 2021 and 2020, respectively. Noninterest income was $226,984 for the year ended December 31, 2021, a decrease of $8,548, or 3.63%, as compared to $235,532 for 2020. The decrease during the year was driven by lower mortgage banking production offset by increases in service charges and fees and commissions, as well as income from other lines of business as more fully-explained below.

Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees. Service charges on deposit accounts were $36,569 and $31,326 for the twelve months ended December 31, 2021 and 2020, respectively. Overdraft fees, the largest component of service charges on deposits, increased to $19,140 for the twelve months ended December 31, 2021 compared to $18,597 for the same period in 2020.

Fees and commissions increased to $15,732 in 2021 as compared to $13,043 in 2020. 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 $10,405 for the twelve months ended December 31, 2021 compared to $8,979 for the same period in 2020.

Through Renasant Insurance, we offer a range of commercial and personal insurance products through major insurance carriers. Income earned on insurance products was $9,841 and $8,990 for the years ended December 31, 2021 and 2020, respectively. Contingency income is a bonus received from the insurance underwriters and is based both on commission income and claims experience on our clients’ policies during the previous year. Increases and decreases in contingency income are reflective of corresponding increases and decreases in the amount of claims paid by insurance carriers. Contingency income, which is included in the “Other noninterest income” line item on the Consolidated Statements of Income, was $1,063 and $934 for 2021 and 2020, respectively.

Our Wealth Management segment has two primary 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. 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 the type of account. The Financial Services division provides specialized products and services to our customers, which include fixed and variable annuities, mutual funds, and stocks offered through a third party provider. Wealth Management revenue was $20,455 for 2021 compared to $16,504 for 2020. The market value of assets under management or administration was $5,177,984 and $4,196,072 at December 31, 2021 and 2020, respectively.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. 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 $4,059,927 in 2021 and $4,479,421 in 2020. The decrease in mortgage loan originations in 2021 was due to the changes in the mortgage interest rate environment from the historically low rates in 2020. Mortgage banking income was impacted in 2021 by a positive mortgage servicing rights valuation adjustment of $13,561 and in 2020 by a negative mortgage servicing rights valuation adjustment of $11,726.

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The following table presents the components of mortgage banking income included in noninterest income at December 31:

20212020
Gain on sales of loans, net(1)$82,399$150,406
Fees, net17,16118,914
Mortgage servicing income, net(3,517)(7,095)
MSR valuation adjustment13,561(11,726)
Mortgage banking income, net$109,604$150,499

(1) Gain on sales of loans, net includes pipeline fair value adjustments

During 2021, the Company terminated four interest rate swap contracts with notional amounts of $25,000 each. These swaps hedged forecasted future FHLB borrowings which were no longer expected to occur. As a result of these terminations, the Company recognized a gain of $4,676 for the year ended December 31, 2021.

Noninterest income for the twelve months ended December 31, 2021 includes the Company’s net gains on sale of securities of $2,170, as the Company sold securities with a carrying value $174,285 at the time of sale for net proceeds of $176,455. Gains on sales of securities for the twelve months ended 2020 were $46, resulting from the sale of approximately $44,860 in securities. For more information on securities sold in 2021 and 2020, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds. BOLI income increased to $7,366 in 2021 as compared to $5,627 in 2020. Additionally, the Company purchased $50,000 in BOLI policies during 2021.

In addition to the contingency income described above, other noninterest income includes income from our SBA banking division and other miscellaneous income and can fluctuate based on the claims experience in our Insurance agency, SBA production and recognition of other nonseasonal income items. Other noninterest income was $20,571 for 2021 compared to $9,497 for 2020.

Noninterest Expense

Noninterest Expense to Average Assets
20212020
2.70%3.25%

Noninterest expense was $429,826 and $471,988 for 2021 and 2020, respectively. As mentioned previously, the Company incurred expenses in connection with certain transactions with respect to which management is unable to accurately predict when these expenses will be incurred or, when incurred, the amount of such expenses. The following table presents these expenses for the periods presented:

Twelve Months Ended December 31,
20212020
COVID-19 related expenses$1,511$10,343
Restructuring charges3687,365
Swap termination charges2,040
Debt prepayment penalty6,123121

The Company incurred a $6,123 debt prepayment penalty in 2021 in connection with the prepayment of a $150,000 long-term FHLB advance.

Salaries and employee benefits is the largest component of noninterest expense and represented 65.29% and 64.07% of total noninterest expense at December 31, 2021 and 2020, respectively. During 2021, salaries and employee benefits decreased $21,761, or 7.20%, to $280,627 as compared to $302,388 for 2020. The decrease in salaries and employee benefits is primarily due to the cost savings realized by the voluntary early retirement program offered during the fourth quarter of 2020 and other expense initiatives. Salaries and employee benefits for 2020 also includes approximately $8,237 in expense related to employee

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overtime and employee benefit accruals directly related to the Company’s response to both the COVID-19 pandemic itself and federal legislation enacted to address the pandemic, such as the CARES Act.

Compensation expense recorded in connection with awards of restricted stock, which is included within salaries and employee benefits, was $9,415 and $9,910 for 2021 and 2020, respectively. A portion of the restricted stock awards in both years was subject to the satisfaction of performance-based conditions.

Data processing costs increased $1,041 to $21,726 in 2021 from $20,685 in 2020, driven by continued enhancement to digital offerings and increases in transaction volume. 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 2021 was $46,837, a decrease of $7,243 from $54,080 for 2020. The decrease in net occupancy and equipment expense is primarily attributable to the restructuring and non-renewal of certain branch leases.

Expenses related to other real estate owned for 2021 were $253, compared to $2,754 in 2020. Expenses on other real estate owned for 2021 include write downs of $306 of the carrying value to fair value on certain pieces of property held in other real estate owned compared to write downs of $2,160 in 2020. Other real estate owned with a cost basis of $6,166 was sold during 2021, resulting in a net gain of $176, compared to other real estate owned with a cost basis of $8,415 sold during 2020 for a net gain of $23.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with newly-enacted and existing banking and governmental regulation. Professional fees were $11,776 for 2021 as compared to $11,293 for 2020.

Advertising and public relations expense was $12,203 for 2021, an increase of $1,881 compared to $10,322 for 2020. The increase is primarily attributable to an increase in sponsorship spending, as COVID-19 restrictions on public events were relaxed.

Amortization of intangible assets totaled $6,042 for 2021 compared to $7,121 for 2020. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately two years to eight years.

Communication expenses are those expenses incurred for communication to clients and between employees. Communication expenses were $8,869 for 2021 as compared to $8,866 for 2020.

Other noninterest expense includes the provision for unfunded commitments, business development and travel expenses, other discretionary expenses, loan fees expense and other miscellaneous fees and operating expenses. Other noninterest expense was $35,002 for 2021 as compared to $44,953 for 2020. A negative provision (recovery) for unfunded commitments of $500 was recorded for 2021 and a positive provision for unfunded commitments of $9,200 was recorded in 2020.

Efficiency Ratio

Efficiency Ratio
20212020
Efficiency ratio (GAAP)65.35%70.53%
Adjusted efficiency ratio (Non-GAAP) (1)65.32%64.00%

(1) Adjusted efficiency ratio is a non-GAAP financial measure. A reconciliation of this financial measure from GAAP to non-GAAP as well as an explanation of why the Company provides non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this report.

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. 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 table above shows the impact on the efficiency ratio of expenses that (1) the Company does not consider to be part of its core operating activities, such as amortization of intangibles, or (2) the Company incurred in connection with certain transactions where management is unable to accurately predict the timing of when these expenses will be incurred or, when incurred, the amount of such expenses, such as expenses incurred in connection with our response to the COVID-19 pandemic, our MSR valuation adjustment, restructuring and swap termination charges and the provision for unfunded commitments. We remain committed to aggressively managing our costs within the framework of our

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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 2021 and 2020 was $46,935 and $19,840, respectively. The effective tax rates for those years were 22.41% and 19.40%, respectively. 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 on-going process. Primary risks that are associated with the Company include credit, interest rate and liquidity risk. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the next subsection under the heading “Liquidity and Capital Resources.”

Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments

COVID-19 Update. At December 31, 2021, the Company’s credit quality metrics remained sound. The Company is continuing to monitor all asset categories given that any category or borrower could be negatively impacted by the pandemic, with enhanced monitoring of loans remaining on deferral under the Company’s loan deferral programs implemented in 2020, as well as a focus on those industries more highly impacted by the pandemic, primarily the hospitality and senior living industries. Under the now-expired loan deferral programs, any customer current on loan payments, taxes and insurance qualified for an initial 90-day deferral of principal and interest payments. A second 90-day deferral was available to borrowers that remained current on taxes and insurance through the first deferral period and also satisfied underwriting standards established by the Company that analyzed the ability of the borrower to service its loan in accordance with its existing terms in light of the impact of the COVID-19 pandemic on the borrower, its industry and the markets in which it operated. The Company’s loan deferral program complies with the guidance set forth in the CARES Act and related guidance from the FDIC and other banking regulators. At December 31, 2021, the Company has discontinued its deferral program but had nine loans (not in thousands) on deferral with an aggregate balance of approximately $519, or 0.01% of our loan portfolio (excluding PPP loans) by dollar value. In accordance with the applicable guidance, none of these loans were considered “restructured loans” and thus are not included in the discussion of our restructured loans below.

Management of Credit Risk. Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. Credit risk is monitored and managed on an ongoing basis by a credit administration department, a problem asset resolution committee and the Board of Directors Credit Review Committee. Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees. 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. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Loan review personnel monitor and, if necessary, adjust the grades assigned to loans through periodic examination, focusing their review on commercial and real estate loans rather than consumer and small balance consumer mortgage loans, such as 1-4 family mortgage loans.

In compliance with loan policy, the lending staff is given lending limits based on their knowledge and experience. In addition, each lending officer’s prior performance is evaluated for credit quality and compliance as a tool for establishing and enhancing lending limits. Before funds are advanced on consumer and commercial loans below certain dollar thresholds, loans are reviewed and scored using centralized underwriting methodologies. Loan quality, or “risk-rating,” grades are assigned based upon certain factors, which include the scoring of the loans. This information is used to assist management in monitoring credit quality. 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 grades range from 1 to 9, with 1 rated loans having the least credit risk. For more information about the Company’s loan grades, see the information under the heading “Credit Quality” in Note 3, “Non Purchased Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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Management’s problem asset resolution committee and the Board of Directors’ Credit Review Committee monitor loans that are past due or those that have been downgraded and placed on the Company’s internal watch list due to a decline in the collateral value or cash flow of the debtor; the committees then adjust loan grades accordingly. 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. The collateral is sold at public auction for fair market value (based upon recent appraisals described in the above paragraph), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is sent to the Board of Directors’ Credit Review Committee for charge-off approval. These charge-offs reduce the allowance for credit losses on loans. Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans.

The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified. Net charge-offs for 2021 were $10,273, or 0.10% as a percentage of average loans, compared to net charge-offs of $3,852, or 0.04% as a percentage of average loans, for 2020. The charge-offs in 2021 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. Loan losses are charged against the allowance for credit losses when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management evaluates the adequacy of the allowance on a quarterly basis. Please refer to the information under the headings “Loans and the Allowance for Credit Losses” and “Business Combinations, Accounting for Purchased Credit Deteriorated Loans and Related Assets” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report for an in-depth discussion of our accounting policies and our methodology for determining the appropriate level of the allowance for credit losses.

In addition to its quarterly analysis of the allowance for credit losses, on a regular basis, management and the Board of Directors review loan ratios. These ratios include the allowance for credit losses as a percentage of total loans, net charge-offs as a percentage of average loans, the provision for credit losses as a percentage of average loans, nonperforming loans as a percentage of total loans and the allowance coverage on nonperforming loans. Also, management reviews past due ratios by officer, community bank and the Company as a whole.

The allowance for credit losses on loans was $164,171 and $176,144 at December 31, 2021 and 2020, respectively. The 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.

20212020
Balance% of TotalBalance% of Total
Commercial, financial, agricultural$33,92214.20%$39,03123.20%
Lease financing1,4860.76%1,6240.69%
Real estate – construction16,41911.03%16,0477.85%
Real estate – 1-4 family mortgage32,35627.19%32,16524.68%
Real estate – commercial mortgage68,94045.39%76,12741.66%
Installment loans to individuals11,0481.43%11,1501.92%
Total$164,171100.00%$176,144100.00%

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 that is believed to be adequate to meet the inherent risks of losses in our loan portfolio. The Company recorded a negative provision (recovery) of $1,700 in total provision for credit losses on loans during 2021, as compared to a provision for credit losses on loans of $85,350 during 2020. The Company’s allowance for credit loss model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years. Based on the continual improvements in these forecasts over the last year,

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nominal loan growth excluding PPP loans and stable credit metrics, the Company’s allowance model indicated that a release of the allowance for credit losses was appropriate during 2021.

Provision for Credit Losses on Loans to Average Loans
20212020
(0.02)%0.81%

The table below reflects the activity in the allowance for credit losses on loans for the years ended December 31:

20212020
Balance at beginning of year$176,144$52,162
Impact of adoption of ASC 32642,484
(Recovery of) provision for credit losses on loans(1,700)85,350
Charge-offs
Commercial, financial, agricultural7,0873,577
Lease financing13168
Real estate – construction52716
Real estate – 1-4 family mortgage1,1641,167
Real estate – commercial mortgage5,1842,642
Installment loans to individuals5,3747,835
Total charge-offs18,87416,105
Recoveries
Commercial, financial, agricultural1,4701,263
Lease financing4911
Real estate – construction1331
Real estate – 1-4 family mortgage1,498838
Real estate – commercial mortgage5412,478
Installment loans to individuals5,0307,632
Total recoveries8,60112,253
Net charge-offs10,2733,852
Balance at end of year$164,171$176,144
Net charge-offs to average loans0.10%0.04%
Net charge-offs to allowance for credit losses on loans6.26%2.19%
Allowance for credit losses on loans to:
Total loans1.64%1.61%
Total loans excluding PPP loans(1)1.65%1.80%
Nonperforming loans323.14%317.55%
Nonaccrual loans332.57%342.56%

(1) Allowance for credit losses on loans to total loans excluding PPP loans is a non-GAAP financial measure. A reconciliation of this financial measure from GAAP to non-GAAP as well as an explanation of why the Company provides non-GAAP financial measures can be found under the “Non-GAAP Financial Measures” heading at the end of this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this report.

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The table below reflects net charge-offs to daily average loans outstanding, by loan category, during the years ended December 31:

20212020
Net Charge-offsAverage LoansNet Charge-offs to Average LoansNet Charge-offsAverage LoansNet Charge-offs to Average Loans
Commercial, financial, agricultural$5,617$1,832,4530.31%$2,314$2,242,7640.10%
Lease financing(36)75,988(0.05)%15783,5710.19%
Real estate – construction391,012,017—%685816,3110.08%
Real estate – 1-4 family mortgage(334)2,721,765(0.01)%3292,785,0180.01%
Real estate – commercial mortgage4,6434,504,0930.10%1644,388,743—%
Installment loans to individuals344163,7540.21%203277,1490.07%
Total$10,273$10,310,0700.10%$3,852$10,593,5560.04%

The following table provides further details of the Company’s net charge-offs of loans secured by real estate for the years ended December 31:

20212020
Real estate – construction:
Residential$39$685
Commercial
Total real estate – construction39685
Real estate – 1-4 family mortgage:
Primary30883
Home equity(79)(87)
Rental/investment(193)27
Land development(92)(494)
Total real estate – 1-4 family mortgage(334)329
Real estate – commercial mortgage:
Owner-occupied(89)1,257
Non-owner occupied4,733(1,115)
Land development(1)22
Total real estate – commercial mortgage4,643164
Total net charge-offs of loans secured by real estate$4,348$1,178

Allowance for Credit Losses on Unfunded Commitments; Provision for Credit Losses on Unfunded Commitments. The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in the “Other liabilities” line item on the Consolidated Balance Sheets. Management estimates the amount of expected losses on unfunded loan commitments by calculating a likelihood of funding over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the allowance for credit loss on loans methodology described above to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance-sheet credit exposures

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that are unconditionally cancellable by the Company. A roll-forward of the allowance for credit losses on unfunded commitments is shown in the table below.

Year Ended December 31,
20212020
Allowance for credit losses on unfunded loan commitments:
Beginning balance$20,535$946
Impact of the adoption of ASC 32610,389
(Recovery of) provision for credit losses on unfunded loan commitments (included in other noninterest expense)(500)9,200
Ending balance$20,035$20,535

Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are loans on which the accrual of interest has stopped and loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. Management, the problem asset resolution committee and our loan review staff closely monitor loans that are considered to be nonperforming.

Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for credit losses. Reductions in the carrying value subsequent to acquisition are charged to earnings and are included in “Other real estate owned” in the Consolidated Statements of Income.

The following table provides details of the Company’s nonperforming assets that are non purchased and those acquired as part of the Company’s previous acquisitions as of the dates presented.

Non PurchasedPurchasedTotal
December 31, 2021
Nonaccruing loans$30,751$18,613$49,364
Accruing loans past due 90 days or more1,0743671,441
Total nonperforming loans31,82518,98050,805
Other real estate owned9511,5892,540
Total nonperforming assets$32,776$20,569$53,345
Nonperforming loans to total loans0.51%
Nonaccruing loans to total loans0.49%
Nonperforming assets to total assets0.32%
December 31, 2020
Nonaccruing loans$20,369$31,051$51,420
Accruing loans past due 90 days or more3,7832674,050
Total nonperforming loans24,15231,31855,470
Other real estate owned2,0453,9275,972
Total nonperforming assets$26,197$35,245$61,442
Nonperforming loans to total loans0.51%
Nonaccruing loans to total loans0.47%
Nonperforming assets to total assets0.41%

The level of nonperforming loans decreased $4,665 from December 31, 2020, while OREO decreased $3,432 during the same period.

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The following table presents nonperforming loans by loan category at December 31 for each of the years presented.

20212020
Commercial, financial, agricultural$13,131$16,668
Lease financing1148
Real estate – construction:
Residential497
Commercial
Total real estate – construction497
Real estate – 1-4 family mortgage:
Primary19,53316,317
Home equity1,7192,273
Rental/investment1,5951,526
Land development257345
Total real estate – 1-4 family mortgage23,10420,461
Real estate – commercial mortgage:
Owner-occupied5,0396,364
Non-owner occupied8,53510,204
Land development470572
Total real estate – commercial mortgage14,04417,140
Installment loans to individuals515656
Total nonperforming loans$50,805$55,470

Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans at December 31, 2021. 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 $27,604 at December 31, 2021 as compared to $26,286 at December 31, 2020.

Although not classified as nonperforming loans, another category of assets that contribute to our credit risk is restructured loans. Restructured loans are those for which concessions have been granted to the borrower due to a deterioration of the borrower’s financial condition and are performing in accordance with the new terms. Such concessions may include reduction in interest rates or deferral of interest or principal payments. In evaluating whether to restructure a loan, management analyzes the long-term financial condition of the borrower, including guarantor and collateral support, to determine whether the proposed concessions will increase the likelihood of repayment of principal and interest. Restructured loans that are not performing in accordance with their restructured terms that are either contractually 90 days past due or placed on nonaccrual status are reported as nonperforming loans.

As shown below, restructured loans totaled $20,259 at December 31, 2021 compared to $20,448 at December 31, 2020. At December 31, 2021, loans restructured through interest rate concessions represented 32% of total restructured loans, while

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loans restructured by a concession in payment terms represented the remainder. The following table provides further details of the Company’s restructured loans at December 31 for each of the years presented:

20212020
Commercial, financial, agricultural$967$2,326
Real estate – 1-4 family mortgage:
Primary11,7509,460
Home equity298332
Rental/investment350432
Total real estate – 1-4 family mortgage12,39810,224
Real estate – commercial mortgage:
Owner-occupied5,4076,838
Non-owner occupied1,341797
Land development75183
Total real estate – commercial mortgage6,8237,818
Installment loans to individuals7180
Total restructured loans$20,259$20,448

Changes in the Company’s restructured loans are set forth in the table below for the periods presented.

20212020
Balance as of January 1$20,448$11,954
Additional loans with concessions12,63914,533
Reclassified as performing366428
Reductions due to:
Reclassified as nonperforming(4,390)(3,321)
Paid in full(7,586)(2,387)
Charge-offs(205)(3)
Principal paydowns(1,013)(756)
Balance as of December 31$20,259$20,448

The following table shows the principal amounts of nonperforming and restructured loans as of December 31 of each year presented. All loans where information exists about possible credit problems that would cause us to have serious doubts about the borrower’s ability to comply with the current repayment terms of the loan have been reflected in the table below.

20212020
Nonaccruing loans$49,364$51,420
Accruing loans past due 90 days or more1,4414,050
Total nonperforming loans50,80555,470
Restructured loans20,25920,448
Total nonperforming and restructured loans$71,064$75,918

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The following table provides details of the Company’s other real estate owned as of December 31 for each of the years presented:

20212020
Residential real estate$259$179
Commercial real estate7612,665
Residential land development3051,013
Commercial land development1,2152,115
Total other real estate owned$2,540$5,972

Changes in the Company’s other real estate owned were as follows for the periods presented:

20212020
Balance as of January 1$5,972$8,010
Transfers of loans3,1808,588
Impairments(306)(2,160)
Dispositions(6,166)(8,415)
Other(140)(51)
Balance as of December 31$2,540$5,972

We realized net gains of $176 and $23 on dispositions of other real estate owned during 2021 and 2020, respectively.

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. Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking activities. Management believes a significant impact on the Company’s financial results stems from our ability to react to changes in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

Because of the impact of interest rate fluctuations on our profitability, the Board of Directors and management actively monitor and manage our interest rate risk exposure. We have an Asset/Liability Committee (the “ALCO”) that is authorized by the Board of Directors to monitor our interest rate sensitivity and to make decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital. The ALCO uses an asset/liability model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. 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.

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. EVE is defined as the present value of assets minus the present value of liabilities at a point in time for a given set of market rate assumptions. An increase in EVE due to a specified rate change indicates an improvement in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

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, 2022, in each case as compared to the result

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under rates present in the market on December 31, 2021. The changes in interest rates assume an instantaneous and parallel shift in the yield curve and do not take into account changes in the slope of the yield curve.

Percentage Change In:
Immediate Change in Rates of:Economic Value Equity (EVE)Earning at Risk (EAR) (Net Interest Income)
Static1-12 Months13-24 Months
+20013.78%18.39%24.26%
+1008.18%9.35%12.83%

The rate shock results for the EVE and net interest income simulations for the next 24 months produce an asset sensitive position at December 31, 2021 and are all within the parameters set by the Board of Directors.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

The scenarios assume instantaneous movements in interest rates in increments of plus 100 and 200 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions including asset prepayment speeds, the impact of competitive factors on our pricing of loans and deposits, how responsive our deposit repricing is to the change in market rates and the expected life of non-maturity deposits. These business assumptions are based upon our experience, business plans and published industry experience. Such assumptions may not necessarily reflect the manner or timing in which cash flows, asset yields and liability costs respond to changes in market rates. Because these assumptions are inherently uncertain, actual results will differ from simulated results.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps and/or floors, forward commitments, and interest rate lock commitments, as part of its ongoing efforts to mitigate its interest rate risk exposure. 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.

Liquidity and Capital Resources

Liquidity management is the ability to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.

Core deposits, which are deposits excluding time deposits greater than $250,000, are the major source of funds used by the Bank to meet 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. Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the Asset/Liability Management Committee.

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 19.75% of the carrying value of the total securities portfolio. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. At December 31, 2021, securities with a carrying value of $629,174 were pledged to secure government, public, trust, and other deposits and as collateral for short-term borrowings and derivative instruments as compared to $614,610 at December 31, 2020.

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. Federal funds are short term borrowings, generally overnight borrowings, between financial institutions, while security repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. There were no federal funds purchased outstanding at December 31, 2021, and $10,393 were outstanding at December 31, 2020. Security repurchase agreements were $13,947 at December 31, 2021, as compared to $10,947 at December 31, 2020. The Company had no short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2021, and 2020. Long-term FHLB borrowings are used to match-fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowings compares favorably to the rates that we would be required to pay to attract deposits. At December 31, 2021, the balance of our outstanding long-term advances with the FHLB

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was $417 as compared to $152,167 at December 31, 2020. The total amount of the remaining credit available to us from the FHLB at December 31, 2021 was $4,214,274. We also maintain lines of credit with other commercial banks totaling $180,000. 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, 2021 or 2020.

Finally, we can access the capital markets to meet liquidity needs. The Company maintains a shelf registration statement with the SEC, which allows the Company to raise capital from time to time through the sale of common stock, preferred stock, debt securities, warrants and units, or a combination thereof, subject to market conditions. Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will be required to file with the SEC at the time of the specific offering. 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. In 2021, we accessed the capital markets to generate liquidity in the form of subordinated notes and in prior years we have issued other subordinated notes and assumed subordinated notes as part of acquisitions. For more information about our subordinated notes, see Note 12, “Long-Term Debt” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Our strategy in choosing funds is focused on minimizing cost in the context of our balance sheet composition and interest rate risk position. Accordingly, management targets growth of non-interest bearing deposits. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. We constantly monitor our funds position and evaluate the effect that various funding sources have on our financial position. 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 TotalCost of Funds
2021202020212020
Noninterest-bearing demand32.00%27.91%%%
Interest-bearing demand45.8443.430.250.45
Savings7.256.290.070.10
Time deposits11.4216.070.841.50
Short-term borrowings0.102.940.291.07
Long-term Federal Home Loan Bank advances0.921.250.070.61
Subordinated notes1.651.204.865.28
Other long-term borrowings0.820.914.304.40
Total deposits and borrowed funds100.00%100.00%0.33%0.59%

Cash and cash equivalents were $1,877,965 at December 31, 2021, compared to $633,203 at December 31, 2020. Cash used in investing activities for the year ended December 31, 2021 was $660,003 compared to $1,265,548 in 2020. Proceeds from the sale, maturity or call of securities within our investment portfolio were $636,721 for 2021 compared to $482,887 for 2020. These proceeds from the investment portfolio were primarily reinvested back into the securities portfolio. Purchases of investment securities were $2,160,069 for 2021 compared to $515,657 for 2020.

Cash provided by financing activities for the year ended December 31, 2021 was $1,762,106 compared to $1,401,579 for the year ended December 31, 2020. Overall deposits increased $1,846,643 for the year ended December 31, 2021 compared to an increase of $1,846,059 for the same period in 2020.

Restrictions on Bank Dividends, Loans and Advances

The Company’s liquidity and capital resources, as well as its ability to pay dividends to our shareholders, are substantially dependent on the ability of the Bank to transfer funds to the Company in the form of dividends, loans and advances. 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. In addition, the FDIC has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends. Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval of the FDIC may be required.

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In addition to the FDIC and DBCF restrictions on dividends payable by the Bank to the Company, the Federal Reserve 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 2021 or 2020. 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. The Federal Reserve’s criteria evaluates whether the holding company (1) has net income over the past four quarters sufficient to fully fund the proposed dividend (taking into account prior dividends paid during this period), (2) is considering stock repurchases or redemptions in the quarter, (3) does not have a concentration in commercial real estate and (4) is in good supervisory condition, based on its overall condition and its asset quality risk. A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At December 31, 2021, the maximum amount available for transfer from the Bank to the Company in the form of loans was $169,716. The Company maintains a line of credit collateralized by cash with the Bank totaling $3,070. There were no amounts outstanding under this line of credit at December 31, 2021.

None of these restrictions discussed above had any impact on the Company’s ability to meet its cash obligations in 2021, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.

Contractual Obligations

The following table presents, as of December 31, 2021, significant fixed and determinable contractual obligations to third parties by payment date. 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.

Payments Due In:
Note ReferenceLess Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Lease liabilities(1)24$8,402$14,697$10,693$54,507$88,299
Deposits without a stated maturity(2)1012,494,34112,494,341
Time deposits(2)101,089,198272,29248,7211,1721,411,383
Short-term borrowings1113,94713,947
Federal Home Loan Bank advances12417417
Junior subordinated debentures12111,373111,373
Subordinated notes1229,724329,695359,419
Total contractual obligations$13,606,305$286,989$89,138$496,747$14,479,179

(1)Represents the undiscounted cash flows.

(2)Excludes interest.

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. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements of the Company. While the borrower has the ability to draw upon these commitments at any time (assuming the borrower’s compliance with the terms

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of the loan commitment), these commitments often expire without being drawn upon. The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31, 2021 and 2020 were as follows:

20212020
Loan commitments$3,104,940$2,749,988
Standby letters of credit89,83090,597

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 will continue this process as new commitments are entered into or existing commitments are renewed.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, caps and/or floors, as part of its ongoing efforts to mitigate its interest rate risk exposure and to facilitate the needs of its customers. The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position with other financial institutions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At December 31, 2021, the Company had notional amounts of $185,447 on interest rate contracts with corporate customers and $185,447 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts.

Additionally, the Company enters into interest rate lock commitments with its customers to mitigate the interest rate risk associated with the commitments to fund fixed-rate residential mortgage loans and also enters into forward commitments to sell residential mortgage loans to secondary market investors.

Finally, the Company enters into forward interest rate swap contracts on its FHLB borrowings and its junior subordinated debentures that are accounted for as cash flow hedges. Under each of these contracts, the Company pays a fixed rate of interest and receives a variable rate of interest based on the three-month or one-month LIBOR plus a predetermined spread. The Company entered into an interest rate swap contract on its subordinated notes that is accounted for as a fair value hedge. Under this contract, the Company pays a variable rate of interest based on the three-month LIBOR plus a predetermined spread and receives a fixed rate of interest.

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.

Shareholders’ Equity and Regulatory Matters

Total shareholders’ equity of the Company was $2,209,853 and $2,132,733 at December 31, 2021 and 2020, respectively. Book value per share was $39.63 and $37.95 at December 31, 2021 and 2020, respectively. The growth in shareholders’ equity was attributable to earnings retention offset by changes in accumulated other comprehensive income, share repurchases and dividends declared.

In October 2021, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $50,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions. The program will remain in effect until the earlier of October 2022 or the repurchase of the entire amount of common stock authorized to be repurchased by the Board of Directors.

The Company has junior subordinated debentures with a carrying value of $111,373 at December 31, 2021, of which $107,782 are included in the Company’s Tier 1 capital. Federal Reserve guidelines limit the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital, but these guidelines did not impact the amount of debentures we include in Tier 1 capital. Although our existing junior subordinated debentures are currently unaffected by these Federal Reserve guidelines, on account of changes enacted as part of the Dodd-Frank Act, any new trust preferred securities are not includable in Tier 1 capital. Further, if as a result of an acquisition of another financial institution we exceed $15,000,000 in assets, or if we make any such acquisition after we have exceeded $15,000,000 in assets, we will lose Tier 1 treatment of our junior subordinated debentures.

The Company has subordinated notes with a carrying value of $359,419 at December 31, 2021, of which $358,831 are included in the Company’s Tier 2 capital. As previously discussed in the “Financial Condition” section above, in the fourth quarter of

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2021, the Company issued $200,000 of its 3.00% fixed-to-floating rate subordinated notes due December 1, 2031, and it redeemed $45,000 of its outstanding notes.

The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that bank holding companies and banks must maintain. Those guidelines specify capital tiers, which include the following classifications:

Capital TiersTier 1 Capital to Average Assets (Leverage)Common Equity Tier 1 to Risk - Weighted AssetsTier 1 Capital to Risk - Weighted AssetsTotal Capital to Risk - Weighted Assets
Well capitalized5% or above6.5% or above8% or above10% or above
Adequately capitalized4% or above4.5% or above6% or above8% or above
UndercapitalizedLess than 4%Less than 4.5%Less than 6%Less than 8%
Significantly undercapitalizedLess than 3%Less than 3%Less than 4%Less than 6%
Critically undercapitalizedTangible Equity / Total Assets less than 2%

The following table includes the capital ratios and capital amounts for the Company and the Bank for the years presented:

ActualMinimum Capital Requirement to be Well CapitalizedMinimum Capital Requirement to be Adequately Capitalized (including the phase-in of the Capital Conservation Buffer)
AmountRatioAmountRatioAmountRatio
December 31, 2021
Renasant Corporation:
Tier 1 leverage ratio$1,422,0779.15%$777,2895.00%$621,8314.00%
Common equity tier 1 capital ratio1,314,29511.18%763,9526.50%822,7177.00%
Tier 1 risk-based capital ratio1,422,07712.10%940,2488.00%999,0148.50%
Total risk-based capital ratio1,897,16716.14%1,175,61010.00%1,234,07610.50%
Renasant Bank:
Tier 1 leverage ratio$1,580,90410.18%$776,7005.00%$621,3604.00%
Common equity tier 1 capital ratio1,580,90413.46%763,7136.50%822,4607.00%
Tier 1 risk-based capital ratio1,580,90413.46%939,9548.00%998,7028.50%
Total risk-based capital ratio1,697,16314.44%1,174,94310.00%1,233,69010.50%
December 31, 2020
Renasant Corporation:
Tier 1 leverage ratio$1,306,5979.37%$697,5795.00%$558,0634.00%
Common equity tier 1 capital ratio1,199,39410.93%713,0866.50%767,9397.00%
Tier 1 risk-based capital ratio1,306,59711.91%877,6448.00%932,4978.50%
Total risk-based capital ratio1,653,69415.07%1,097,05510.00%1,151,90810.50%
Renasant Bank:
Tier 1 leverage ratio$1,369,9949.83%$696,7385.00%$557,3914.00%
Common equity tier 1 capital ratio1,369,99412.49%712,7096.50%767,5337.00%
Tier 1 risk-based capital ratio1,369,99412.49%877,1818.00%932,0048.50%
Total risk-based capital ratio1,504,98513.73%1,096,47610.00%151,29910.50%

As previously disclosed, the Company adopted CECL as of January 1, 2020. The Company has elected to take advantage of transitional relief offered by the Federal Reserve and FDIC to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay.

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For a detailed discussion of the capital adequacy guidelines applicable to the Company and the Bank, please refer to the information under the heading “Capital Adequacy Guidelines” in the “Supervision and Regulation-Supervision and Regulation of Renasant Corporation” section and the “Supervision and Regulation-Supervision and Regulation of Renasant Bank” section in Item 1, Business, in this report.

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Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this document contains certain non-GAAP financial measures, namely, return on average tangible shareholders’ equity, return on average tangible assets, the ratio of tangible equity to tangible assets, the ratio of the allowance for credit losses on loans to total loans, excluding PPP loans (the “adjusted allowance ratio”), and an adjusted efficiency ratio. Other than the adjusted allowance ratio (which only excludes PPP loans), these non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets and, with respect to the efficiency ratio, certain charges (such as, when applicable, COVID-19 related expenses, gains on sales of securities, debt prepayment penalties, restructuring charges, swap termination gains and charges and asset valuation adjustments) with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. With respect to COVID-19 related expenses in particular, management added these expenses as a charge to exclude when calculating non-GAAP financial measures because the expenses included within this line item are readily quantifiable and possess the same characteristics with respect to management’s inability to accurately predict the timing or amount thereof as the other charges excluded when calculating non-GAAP financial measures. Management uses these non-GAAP financial measures (other than the adjusted allowance ratio) when evaluating capital utilization and adequacy, while it uses the adjusted allowance ratio to determine the adequacy of our allowance with respect to loans not fully guaranteed by the U.S. Small Business Administration. 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. Also, because intangible assets such as goodwill and the core deposit intangible and charges such as debt prepayment penalties, restructuring charges and COVID-19 related expenses 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 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. The reconciliations from GAAP to non-GAAP for these financial measures are below.

Return on average tangible shareholders' equity and Return on average tangible assets
202120202019
Net income (GAAP)$175,892$83,651$167,596
Amortization of intangibles6,0427,1218,105
Tax effect of adjustment noted above (1)(1,354)(1,382)(1,807)
Tangible net income (non-GAAP)$180,580$89,390$173,894
Average shareholders' equity (GAAP)$2,209,409$2,114,590$2,107,832
Intangibles966,733973,287976,065
Average tangible shareholders' equity (non-GAAP)$1,242,676$1,141,303$1,131,767
Average total assets (GAAP)$15,905,986$14,503,449$12,875,986
Intangibles966,733973,287976,065
Average tangible assets (non-GAAP)$14,939,253$13,530,162$11,899,921
Return on (average) shareholders' equity (GAAP)7.96%3.96%7.95%
Effect of adjustment for intangible assets6.57%3.87%7.41%
Return on average tangible shareholders' equity (non-GAAP)14.53%7.83%15.36%
Return on (average) assets (GAAP)1.11%0.58%1.30%
Effect of adjustment for intangible assets0.10%0.08%0.16%
Return on average tangible assets (non-GAAP)1.21%0.66%1.46%

(1) Tax effect is calculated based on the respective periods’ effective tax rate.

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Tangible common equity ratio (Tangible shareholders' equity to tangible assets)
202120202019
Actual shareholders' equity (GAAP)$2,209,853$2,132,733$2,125,689
Intangibles963,781969,823976,943
Actual tangible shareholders' equity (non-GAAP)$1,246,072$1,162,910$1,148,746
Actual total assets (GAAP)$16,810,311$14,929,612$13,400,618
Intangibles963,781969,823976,943
Actual tangible assets (non-GAAP)$15,846,530$13,959,789$12,423,675
Tangible Common Equity Ratio
Shareholders' equity to actual assets (GAAP)13.15%14.29%15.86%
Effect of adjustment for intangible assets5.29%5.96%6.61%
Tangible shareholders' equity to tangible assets (non-GAAP)7.86%8.33%9.25%
Adjusted Efficiency Ratio
20212020
Interest income (fully tax equivalent basis)$475,404$505,017
Interest expense44,68471,335
Net interest income (fully tax equivalent basis)$430,720$433,682
Total noninterest income$226,984$235,532
Net gains on sales of securities2,17046
Swap termination gains4,676
MSR valuation adjustment13,561(11,726)
Adjusted noninterest income$206,577$247,212
Total noninterest expense$429,826$471,988
Intangible amortization6,0427,121
Debt prepayment penalty6,123121
Restructuring charges3687,365
Swap termination charges2,040
COVID-19 related expenses1,51110,343
Provision (recovery) for unfunded commitments(500)9,200
Adjusted noninterest expense$416,282$435,798
Efficiency Ratio (GAAP)65.35%70.53%
Adjusted Efficiency Ratio (non-GAAP)65.32%64.00%

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Allowance for Credit Losses on Loans to Total Loans, excluding PPP Loans
20212020
Total loans (GAAP)$10,020,914$10,933,647
Less PPP loans58,3911,128,703
Adjusted total loans (non-GAAP)$9,962,523$9,804,944
Allowance for Credit Losses on Loans$164,171$176,144
ACL/Total loans (GAAP)1.64%1.61%
ACL/Total loans excluding PPP loans (non-GAAP)1.65%1.80%

None of the non-GAAP financial measures the Company has included in this document is intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. 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. 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.