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.

Selected Fundamentals

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 are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

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.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

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

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. 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.

40

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

Assets

March 31, 2026

December 31, 2025

$ Change

% Change

Cash and cash equivalents

$

1,216,980 

$

1,070,718 

$

146,262 

13.7 

%

Securities held to maturity, at amortized cost

1,006,511 

1,030,073 

(23,562)

(2.3)

Securities available for sale, at fair value

2,809,647 

2,560,818 

248,829 

9.7 

Loans held for sale, at fair value

230,980 

265,959 

(34,979)

(13.2)

Loans held for investment

18,975,248 

19,047,039 

(71,791)

(0.4)

Allowance for credit losses

(295,862)

(293,955)

(1,907)

0.6 

Loans, net

18,679,386 

18,753,084 

(73,698)

(0.4)

Premises and equipment

463,723 

465,141 

(1,418)

(0.3)

Other real estate owned, net

12,954 

15,191 

(2,237)

(14.7)

Goodwill

1,406,667 

1,405,840 

827 

0.1 

Other intangible assets, net

138,392 

146,612 

(8,220)

(5.6)

Bank-owned life insurance

494,874 

492,541 

2,333 

0.5 

Mortgage servicing rights, net

64,850 

65,271 

(421)

(0.6)

Other assets

582,310 

480,178 

102,132 

21.3 

Total assets

$

27,107,274 

$

26,751,426 

$

355,848 

1.3 

%

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, 2026

December 31, 2025

Balance

Percentage of

Portfolio

Balance

Percentage of

Portfolio

Obligations of states and political subdivisions

$

553,152 

14.49 

%

$

552,209 

15.38 

%

Mortgage-backed securities

2,884,524 

75.59 

2,642,946 

73.60 

Other debt securities

378,514 

9.92 

395,768 

11.02 

$

3,816,190 

100.00 

%

$

3,590,923 

100.00 

%

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.

41

Table of Contents

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 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. Our standard practice is to sell the loans within approximately 45 days after the loan is funded. Although loan fees and some interest income are derived from mortgage loans held

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

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. 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.

34

A historical look at key performance indicators is presented below.

2025

2024

2023

Diluted EPS

$

2.07 

$

3.27 

$

2.56 

Adjusted Diluted EPS(1)

$

3.06 

$

2.76 

$

3.15 

Net Interest Margin

3.79 

%

3.34 

%

3.45 

%

Adjusted Net Interest Margin(1)

3.57 

%

3.31 

%

3.42 

%

Shareholders’ Equity to Assets

14.52 

%

14.85 

%

13.23 

%

Tangible Shareholders’ Equity to Tangible Assets(1)

9.26 

%

9.84 

%

7.87 

%

Return on Average Assets

0.74 

%

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’ Equity

5.14 

%

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 Ratio

65.00 

%

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.”

35

Business Combinations, Accounting for Purchased Loans

The Company accounts for its acquisitions under ASC 805, “Business Combinations,” which requires the use of the acquisition method of accounting. For more information about the 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:

2025

2024

Balance

% of

Portfolio

Balance

% of

Portfolio

Obligations of states and political subdivisions

$

552,209 

15.38 

$

302,596 

15.46 

Mortgage-backed securities

2,642,946 

73.60 

1,472,918 

75.26 

Other debt securities

395,768 

11.02 

181,643 

9.28 

$

3,590,923 

100.00 

%

$

1,957,157 

100.00 

%

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.

36

In 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio. 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.

37

Amortized Cost

Yield  

Held to Maturity:

Obligations of states and political subdivisions

 Maturing within one year

$

215 

6.05 

%

 Maturing after one year through five years

9,734 

0.90 

%

 Maturing after five years through ten years

179,864 

1.66 

%

 Maturing after ten years

89,611 

1.90 

%

Residential mortgage-backed securities not due at a single maturity date:

Agency mortgage backed securities

323,993 

1.88 

%

Collateralized mortgage obligations

320,258 

1.87 

%

Commercial mortgage-backed securities not due at a single maturity date:

Agency mortgage backed securities

16,938 

1.80 

%

Collateralized mortgage obligations

42,079 

1.75 

%

Other debt securities not due at a single maturity date:

47,413 

2.70 

%

Available for Sale:

Obligations of states and political subdivisions

 Maturing within one year or less

10,323 

4.56 

%

 Maturing after one year through five years

48,582 

4.92 

%

 Maturing after five years through ten years

101,856 

4.36 

%

 Maturing after ten years

105,792 

5.29 

%

Other debt securities

 Maturing within one year or less

— 

— 

%

 Maturing after one year through five years

23,643 

5.73 

%

 Maturing after five years through ten years

26,151 

5.55 

%

 Maturing after ten years

— 

— 

%

Residential mortgage-backed securities not due at a single maturity date:

Agency mortgage backed securities

793,154 

4.21 

%

Collateralized mortgage obligations

706,986 

3.19 

%

Commercial mortgage-backed securities not due at a single maturity date:

Agency mortgage backed securities

100,314 

4.30 

%

Collateralized mortgage obligations

419,356 

3.39 

%

Other debt securities not due at a single maturity date:

299,338 

3.87 

%

$

3,665,600 

3.35 

%

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

38

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:

2025

2024

Total

Loans

Percentage of Total Loans

Total

Loans

Percentage of Total Loans

Commercial and industrial

$

2,818,326 

14.79 

%

$

1,976,286 

15.34 

%

Construction and land development

Residential

382,773 

2.01 

%

256,661 

1.99 

%

Other

1,522,863 

8.00 

%

1,065,148 

8.27 

%

Total construction and land development

1,905,636 

10.01 

%

1,321,809 

10.26 

%

Real estate – 1-4 family mortgage:

First lien

3,844,097 

20.18 

%

2,805,693 

21.77 

%

Junior lien

52,943 

0.28 

%

25,441 

0.20 

%

Home equity

737,993 

3.87 

%

544,160 

4.22 

%

Total real estate – 1-4 family mortgage

4,635,033 

24.33 

%

3,375,294 

26.19 

%

Commercial real estate - owner occupied

3,334,664 

17.51 

%

1,894,679 

14.70 

%

Commercial real estate - non-owner occupied

Multi family

1,392,779 

7.31 

%

985,037 

7.64 

%

Other

4,852,701 

25.48 

%

3,241,901 

25.17 

%

Total commercial real estate - non-owner occupied

6,245,480 

32.79 

%

4,226,938 

32.81 

%

Consumer

107,900 

0.57 

%

90,014 

0.70 

%

Total loans, net of unearned income

$

19,047,039 

100.00 

%

$

12,885,020 

100.00 

%

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.

39

One Year or Less

 After One Year

Through Five Years

After Five Years Through Fifteen Years

After Fifteen Years

Total

Commercial and industrial

1,881,404 

765,213 

169,567 

2,142 

2,818,326 

Construction and land development

Residential

276,817 

17,020 

35,052 

53,884 

382,773 

Other

1,187,542 

272,647 

59,150 

3,524 

1,522,863 

Total construction and land development

1,464,359 

289,667 

94,202 

57,408 

1,905,636 

Real estate – 1-4 family mortgage:

First lien

498,629 

1,014,722 

876,311 

1,454,435 

3,844,097 

Junior lien

22,534 

21,231 

9,143 

35 

52,943 

Home equity

707,925 

27,809 

2,189 

70 

737,993 

Total real estate – 1-4 family mortgage

1,229,088 

1,063,762 

887,643 

1,454,540 

4,635,033 

Commercial real estate - owner occupied

1,466,125 

1,296,159 

537,030 

35,350 

3,334,664 

Commercial real estate - non-owner occupied

Multi family

1,119,440 

235,325 

34,947 

3,067 

1,392,779 

Other

2,749,658 

1,753,421 

346,396 

3,226 

4,852,701 

Total commercial real estate - non-owner occupied

3,869,098 

1,988,746 

381,343 

6,293 

6,245,480 

Consumer

43,335 

56,860 

7,444 

261 

107,900 

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

Balance

Average Loan Size

Percentage of Total Loans

Weighted-Average Loan-to-Value

Percentage 30-89 Days Past Due

Percentage

Non-performing

Hotels

$

723,192 

$

4,464 

3.80 

%

53 

%

— 

%

— 

%

Self Storage

576,371

3,050

3.03 

54 

— 

— 

Multi-Family

1,392,872

2,628

7.31 

53 

— 

0.06 

Office - Medical

394,098

1,932

2.07 

53 

— 

— 

Office - Non-Medical

462,970

899

2.43 

55 

0.10 

6.72 

Retail

1,316,183

1,339

6.91 

55 

0.14 

0.02 

Senior Housing

301,598

5,484

1.58 

58 

0.37 

3.71 

Warehouse/Industrial

904,672

2,320

4.75 

51 

0.85 

— 

Other

173,524

1,205

0.91 

54 

0.29 

— 

Total non-owner occupied commercial mortgage term loans

$

6,245,480 

$

1,969 

32.79 

%

54 

%

0.19 

%

0.69 

%

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

40

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

Rate

Variable

Rate

Commercial and industrial

$

785,832 

$

151,090 

Construction and land development

Residential

73,781 

32,175 

Other

264,062 

71,259 

Total construction and land development

337,843 

103,434 

Real estate – 1-4 family mortgage:

First lien

1,815,802 

1,529,666 

Junior lien

21,229 

9,180 

Home equity

11,571 

18,497 

Total real estate – 1-4 family mortgage

1,848,602 

1,557,343 

Commercial real estate - owner occupied

1,662,135 

206,404 

Commercial real estate - non-owner occupied

Multi family

198,639 

74,700 

Other

1,869,694 

233,349 

Total commercial real estate - non-owner occupied

2,068,333 

308,049 

Consumer

63,296 

1,269 

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.

41

Deposits that are in excess of the FDIC insurance limit were $9,844,570 and $6,489,547 at December 31, 2025 and 2024, respectively. 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 Months

456,490 

Over Six through Twelve Months

151,816 

Over 12 Months

46,185 

Total

$

1,120,620 

Borrowed Funds

Total borrowings include federal funds purchased, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank (“FHLB”), borrowings from the Federal Reserve Discount Window, lines of credit with corresponding banks, subordinated notes and junior subordinated debentures and are classified on the Consolidated Balance Sheets as either short-term borrowings or long-term debt. 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:

2025

2024

Security repurchase agreements

$

5,774 

$

8,018 

Short-term borrowings from the FHLB

550,000 

100,000 

Total short-term borrowings

$

555,774 

$

108,018 

At December 31, 2025, long-term debt consists of our junior subordinated debentures and our subordinated notes; no long-term FHLB advances were outstanding. 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:

2025

2024

Junior subordinated debentures

$

140,632 

$

113,916 

Subordinated notes

359,124 

316,698 

Total long-term debt

$

499,756 

$

430,614 

Long-term FHLB borrowings are used to match-fund against large, fixed rate commercial or real estate loans with long-term maturities, which helps mitigate interest rate exposure when rates rise and are also used to meet day-to-day liquidity needs, particularly when the costs of such borrowings compare favorably to the rates required to attract deposits. 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.

42

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,

2025

2024

Pre-tax

After-tax

Impact to Diluted EPS

Pre-tax

After-tax

Impact 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 agency

— 

— 

— 

53,349 

38,951 

0.65 

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.

43

The following table sets forth the daily average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or interest paid and the average yield or average rate on each such category for the years ended December 31, 2025, 2024 and 2023:

2025

2024

2023

Average

Balance

Interest

Income/

Expense

Yield/  

 Rate

Average

Balance

Interest

Income/

Expense

Yield/  

 Rate

Average

Balance

Interest

Income/

Expense

Yield/  

 Rate

Assets

Interest-earning assets:

Loans held for investment(1)

$

17,322,283 

$

1,125,908 

6.50 

%

$

12,579,143 

$

801,807 

6.37 

%

$

11,963,141 

$

713,897 

5.97 

%

Loans held for sale

258,638 

15,939 

6.16 

%

224,734 

13,614 

6.06 

%

181,253 

11,807 

6.51 

%

Securities:

Taxable(2)

2,872,476 

90,117 

3.14 

%

1,825,404 

37,383 

2.05 

%

2,313,874 

44,619 

1.93 

%

Tax-exempt

396,649 

13,695 

3.45 

%

264,615 

5,746 

2.17 

%

332,749 

7,634 

2.29 

%

Total securities

3,269,125 

103,812 

3.18 

%

2,090,019 

43,129 

2.06 

%

2,646,623 

52,253 

1.97 

%

Interest-bearing balances with banks

831,119 

33,272 

4.00 

%

772,274 

39,557 

5.12 

%

568,155 

30,375 

5.35 

%

Total interest-earning assets

21,681,165 

1,278,931 

5.90 

%

15,666,170 

898,107 

5.73 

%

15,359,172 

808,332 

5.26 

%

Cash and due from banks

283,651 

188,487 

187,127 

Intangible assets

1,435,443 

1,006,665 

1,012,239 

Other assets

960,071 

691,373 

673,345 

Total assets

$

24,360,330 

$

17,552,695 

$

17,231,883 

Liabilities and shareholders’ equity

Interest-bearing liabilities:

Deposits:

Interest-bearing demand(3)

$

10,506,888 

$

288,114 

2.74 

%

$

7,254,646 

$

226,563 

3.12 

%

$

6,357,753 

$

138,730 

2.18 

%

Savings deposits

1,179,131 

3,560 

0.30 

%

829,818 

2,894 

0.35 

%

971,522 

3,197 

0.33 

%

Brokered deposits

— 

— 

— 

%

237,164 

12,942 

5.46 

%

697,699 

36,039 

5.17 

%

Time deposits

3,182,324 

120,879 

3.80 

%

2,466,906 

104,193 

4.22 

%

1,874,224 

54,365 

2.90 

%

Total interest-bearing deposits

14,868,343 

412,553 

2.77 

%

10,788,534 

346,592 

3.21 

%

9,901,198 

232,331 

2.35 

%

Borrowed funds

951,134 

45,737 

4.81 

%

566,332 

28,989 

5.12 

%

890,765 

45,661 

5.13 

%

Total interest-bearing liabilities

15,819,477 

458,290 

2.90 

%

11,354,866 

375,581 

3.31 

%

10,791,963 

277,992 

2.58 

%

Noninterest-bearing deposits

4,769,403 

3,509,958 

3,979,951 

Other liabilities

246,895 

221,487 

235,463 

Shareholders’ equity

3,524,555 

2,466,384 

2,224,506 

Total liabilities and shareholders’ equity

$

24,360,330 

$

17,552,695 

$

17,231,883 

Net interest income/ net interest margin

$

820,641 

3.79 

%

$

522,526 

3.34 

%

$

530,340 

3.45 

%

(1)Shown net of unearned income.

(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.

44

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 2024

2024 Compared to 2023

Volume

Rate

Net

Volume

Rate

Net

Interest income:

Loans

$

307,460 

$

16,641 

$

324,101 

$

37,847 

$

50,063 

$

87,910 

Loans held for sale

2,034 

291 

2,325 

2,679 

(872)

1,807 

Securities:

Taxable

27,367 

25,367 

52,734 

(9,871)

2,635 

(7,236)

Tax-exempt

3,643 

4,306 

7,949 

(1,497)

(391)

(1,888)

Interest-bearing balances with banks

2,845 

(9,130)

(6,285)

10,503 

(1,321)

9,182 

Total interest-earning assets

343,349 

37,475 

380,824 

39,661 

50,114 

89,775 

Interest expense:

Interest-bearing demand deposits

91,757 

(30,206)

61,551 

21,651 

66,182 

87,833 

Savings deposits

1,117 

(451)

666 

(486)

183 

(303)

Brokered deposits

(12,942)

— 

(12,942)

(25,025)

1,928 

(23,097)

Time deposits

27,850 

(11,164)

16,686 

20,402 

29,426 

49,828 

Borrowed funds

18,602 

(1,854)

16,748 

(17,553)

881 

(16,672)

Total interest-bearing liabilities

126,384 

(43,675)

82,709 

(1,011)

98,600 

97,589 

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 Total

Yield

2025

2024

2025

2024

Loans held for investment

79.90 

%

80.29 

%

6.50 

%

6.37 

%

Loans held for sale

1.19 

1.43 

6.16 

6.06 

Securities

15.08 

13.34 

3.18 

2.06 

Interest-bearing balances with banks

3.83 

4.94 

4.00 

5.12 

Total earning assets

100.00 

%

100.00 

%

5.90 

%

5.73 

%

In 2025, interest income on loans held for investment, on a tax equivalent basis, increased $324,101 to $1,125,908 from $801,807 in 2024. 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,

2025

2024

Net interest income collected on problem loans

$

7,236 

$

770 

Accretable yield recognized on purchased loans

48,886 

3,402 

Total impact to interest income on loans

$

56,122 

$

4,172 

Impact to total loan yield

0.32 

%

0.03 

%

Impact to net interest margin

0.22 

%

0.01 

%

45

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,

2025

2024

Taxable equivalent interest income on securities

$

103,812 

$

43,129 

Average securities

3,269,125 

2,090,019 

Taxable equivalent yield on securities

3.18 

%

2.06 

%

Interest expense was $458,290 in 2025 compared to $375,581 in 2024. The following table presents, by type, the Company’s funding sources, which consist of total average deposits and borrowed funds, and the total cost of each funding source for each of the years presented:

Percentage of Total

Cost of Funds

2025

2024

2025

2024

Noninterest-bearing demand

23.16 

%

23.61 

%

— 

%

— 

%

Interest-bearing demand

51.03 

48.80 

2.74 

3.12 

Savings

5.73 

5.58 

0.30 

0.35 

Brokered deposits

— 

1.60 

— 

5.46 

Time deposits

15.46 

16.60 

3.80 

4.22 

Borrowed funds

4.62 

3.81 

4.81 

5.12 

Total deposits and borrowed funds

100.00 

%

100.00 

%

2.23 

%

2.53 

%

Interest expense on deposits was $412,553 and $346,592 for 2025 and 2024, respectively. The 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

2025

2024

0.75%

1.16%

Total noninterest income includes fees generated from deposit services and other fees and commissions, income from our wealth management and mortgage banking operations, realized gains and losses on the sale or impairment of securities and all other noninterest income. 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

46

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:

2025

2024

Gain on sales of loans, net(1)

$

20,329 

$

16,612 

Fees, net

12,077 

10,216 

Mortgage servicing income, net(2)

4,945 

9,548 

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

2025

2024

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.

47

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

2025

2024

65.00%

63.57%

The efficiency ratio is a measure of productivity in the banking industry. (This ratio is a measure of our ability to turn expenses into revenue. 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.

48

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

49

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.

2025

2024

Balance

% of Total

Balance

% of Total

Commercial and industrial

$

57,831 

19.67 

%

$

41,864 

20.75 

%

Construction and land development

31,359 

10.67 

19,200 

9.52 

Real estate - 1-4 family mortgage

61,249 

20.84 

45,498 

22.55 

Commercial real estate - owner occupied

38,961 

13.25 

16,993 

8.42 

Commercial real estate - non-owner occupied

99,605 

33.88 

71,664 

35.52 

Consumer

4,950 

1.69 

6,537 

3.24 

Total

$

293,955 

100.00 

%

$

201,756 

100.00 

%

50

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

2025

2024

Balance at beginning of year

$

201,756 

$

198,578 

Initial allowance for purchased loans with more than insignificant credit deterioration existing at the date of acquisition

25,003 

— 

Provision for credit losses on loans

92,573 

11,248 

Charge-offs

Commercial and industrial

(19,527)

$

(5,105)

Construction and land development

(374)

(152)

Real estate - 1-4 family mortgage

(1,457)

(966)

Commercial real estate - owner occupied

(5,717)

(37)

Commercial real estate - non-owner occupied

(160)

(5,693)

Consumer

(1,524)

(1,856)

Total charge-offs

(28,759)

(13,809)

Recoveries

Commercial and industrial

2,047 

1,745 

Construction and land development

10 

— 

Real estate - 1-4 family mortgage

221 

165 

Commercial real estate - owner occupied

448 

112 

Commercial real estate - non-owner occupied

204 

2,166 

Consumer

452 

1,551 

Total recoveries

3,382 

5,739 

Net charge-offs

(25,377)

(8,070)

Balance at end of year

$

293,955 

$

201,756 

Provision for credit losses on loans to average loans

0.53 

%

0.16 

%

Net charge-offs to average loans

0.15 

0.06 

Net charge-offs to allowance for credit losses on loans

8.63 

4.00 

Allowance for credit losses on loans to:

Total loans

1.54 

1.57 

Nonperforming loans

167.00 

178.11 

Nonaccrual loans

167.28 

182.07 

Nonaccrual loans to total loans:

0.92 

0.88 

The provision for credit losses on loans charged to operating expense is an amount that, in the judgment of management, is necessary to maintain the allowance for credit losses on loans at a level adequate to meet the inherent risks of losses in our loan portfolio. 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.

51

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.

2025

2024

Net Charge-offs

Average Loans

Net Charge-offs to Average Loans

Net Charge-offs

Average Loans

Net 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)%

75

1,763,383

—%

Commercial real estate - non-owner occupied

44

5,594,198

—%

(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,

2025

2024

Allowance for credit losses on unfunded loan commitments:

Beginning balance

$

14,943 

$

16,918 

Provision (reversal of) for credit losses on unfunded loan commitments

14,884 

(1,975)

Ending balance

$

29,827 

$

14,943 

Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. 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.

52

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

2025

2024

Nonaccruing loans

$

175,730 

$

110,811 

Accruing loans past due 90 days or more

288 

2,464 

Total nonperforming loans

176,018 

113,275 

Other real estate owned

15,191 

8,673 

Total nonperforming assets

$

191,209 

$

121,948 

Nonperforming loans to total loans

0.92 

%

0.88 

%

Nonaccruing loans to total loans

0.92 

%

0.88 

%

Nonperforming assets to total assets

0.71 

%

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.

2025

2024

Commercial and industrial

$

28,002 

$

6,083 

Construction and land development

Residential

2,033 

1,223 

Other

5,697 

5,064 

Total construction and land development

7,730 

6,287 

Real estate - 1-4 family mortgage

First lien

60,874 

54,313 

Junior lien

1,483 

1,112 

Home equity

3,074 

3,404 

Total real estate – 1-4 family mortgage

65,431 

58,829 

Commercial real estate - owner occupied

31,303 

12,679 

Commercial real estate - non-owner occupied

Multi family

785 

— 

Other

42,610 

29,280 

Total commercial real estate - non-owner occupied

43,395 

29,280 

Consumer

157 

117 

Loans, net of unearned income

176,018 

113,275 

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.

53

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

2025

2024

Residential real estate

$

5,001 

$

2,966 

Commercial real estate

8,502 

5,681 

Residential land development

15 

19 

Commercial land development

1,673 

7 

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: 

2025

2024

Balance as of January 1

$

8,673 

$

9,622 

Acquired OREO

11,032 

— 

Transfers of loans

12,341 

2,612 

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

54

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)

Static

1-12 Months

13-24 Months

+200

3.77%

4.35%

9.04%

+100

2.33%

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

55

outstanding at December 31, 2025, and 2024, while security repurchase agreements were $5,774 at December 31, 2025, as compared to $8,018 at December 31, 2024. The Company had $550,000 and $100,000 in short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2025, and 2024, respectively. 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 Total

Cost of Funds

2025

2024

2025

2024

Noninterest-bearing demand

23.16 

%

23.61 

%

— 

%

— 

%

Interest-bearing demand

51.03 

48.80 

2.74 

3.12 

Savings

5.73 

5.58 

0.30 

0.35 

Brokered deposits

— 

1.60 

— 

5.46 

Time deposits

15.46 

16.60 

3.80 

4.22 

Borrowings

4.62 

3.81 

4.81 

5.12 

Total deposits and borrowed funds

100.00 

%

100.00 

%

2.23 

%

2.53 

%

Cash and cash equivalents were $1,070,718 at December 31, 2025, compared to $1,092,032 at December 31, 2024. 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

56

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

Reference  

Less Than

One Year  

One to

Three

Years

Three to

Five Years

Over Five

Years

Total

Lease liabilities(1)

24

$

6,939 

$

12,827 

$

11,961 

$

45,424 

$

77,151 

Deposits without a stated maturity(2)

10

17,989,176 

— 

— 

— 

17,989,176 

Time deposits(2)

10

3,317,995 

129,269 

23,416 

13,214 

3,483,894 

Short-term Federal Home Loan Bank advances

11

550,000 

— 

— 

— 

550,000 

Other short-term borrowings

11

5,774 

— 

— 

— 

5,774 

Junior subordinated debentures

12

— 

— 

— 

140,632 

140,632 

Subordinated notes

12

— 

— 

— 

359,124 

359,124 

Total contractual obligations

$

21,869,884 

$

142,096 

$

35,377 

$

558,394 

$

22,605,751 

(1)Represents the undiscounted cash flows.

(2)Excludes interest.

57

Off-Balance Sheet Commitments

The Company enters into loan commitments, standby letters of credit and derivative financial instruments in the normal course of its business. Loan commitments are made to accommodate the financial needs of the Company’s customers. 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:

2025

2024

Loan commitments

$

3,662,810 

$

2,856,308 

Standby letters of credit

122,367 

90,267 

The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary. The 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.

58

The Company has junior subordinated debentures with a carrying value of $140,632 at December 31, 2025, of which $136,235 are included in the Company’s Tier 2 capital. 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 Tiers

Tier 1 Capital to

Average Assets

(Leverage)

Common Equity Tier 1 to

Risk - Weighted Assets

Tier 1 Capital to

Risk - Weighted

Assets

Total Capital to

Risk - Weighted

Assets

Well capitalized

5% or above

6.5% or above

8% or above

10% or above

Adequately capitalized

4% or above

4.5% or above

6% or above

8% or above

Undercapitalized

Less than 4%

Less than 4.5%

Less than 6%

Less than 8%

Significantly undercapitalized

Less than 3%

Less than 3%

Less than 4%

Less than 6%

Critically undercapitalized

 Tangible Equity / Total Assets less than 2%

59

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

Actual

Minimum Capital

Requirement to be

Well Capitalized

Minimum Capital

Requirement to be

Adequately

Capitalized (including the Capital Conservation Buffer)

Amount

Ratio

Amount

Ratio

Amount

Ratio

December 31, 2025

Renasant Corporation:

Tier 1 leverage ratio

$

2,424,528 

9.61 

%

$

1,261,164 

5.00 

%

$

1,008,931 

4.00 

%

Common equity tier 1 capital ratio

2,424,528 

11.24 

%

1,402,647 

6.50 

%

1,510,543 

7.00 

%

Tier 1 risk-based capital ratio

2,424,528 

11.24 

%

1,726,335 

8.00 

%

1,834,231 

8.50 

%

Total risk-based capital ratio

3,190,074 

14.78 

%

1,261,164 

10.00 

%

2,265,815 

10.50 

%

Renasant Bank:

Tier 1 leverage ratio

$

2,590,284 

10.28 

%

$

1,260,407 

5.00 

%

$

1,008,325 

4.00 

%

Common equity tier 1 capital ratio

2,590,284 

12.00 

%

1,403,433 

6.50 

%

1,511,389 

7.00 

%

Tier 1 risk-based capital ratio

2,590,284 

12.00 

%

1,727,302 

8.00 

%

1,835,258 

8.50 

%

Total risk-based capital ratio

2,860,621 

13.25 

%

2,159,127 

10.00 

%

2,267,083 

10.50 

%

December 31, 2024

Renasant Corporation:

Tier 1 leverage ratio

$

1,935,522 

11.34 

%

$

853,556 

5.00 

%

$

682,845 

4.00 

%

Common equity tier 1 capital ratio

1,825,197 

12.73 

%

932,162 

6.50 

%

1,003,867 

7.00 

%

Tier 1 risk-based capital ratio

1,935,522 

13.50 

%

1,147,276 

8.00 

%

1,218,981 

8.50 

%

Total risk-based capital ratio

2,449,129 

17.08 

%

1,434,095 

10.00 

%

1,505,800 

10.50 

%

Renasant Bank:

Tier 1 leverage ratio

$

1,843,123 

10.80 

%

$

852,933 

5.00 

%

$

682,346 

4.00 

%

Common equity tier 1 capital ratio

1,843,123 

12.85 

%

932,552 

6.50 

%

1,004,287 

7.00 

%

Tier 1 risk-based capital ratio

1,843,123 

12.85 

%

1,147,756 

8.00 

%

1,219,491 

8.50 

%

Total risk-based capital ratio

2,022,737 

14.10 

%

1,434,695 

10.00 

%

1,506,430 

10.50 

%

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

60

non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. 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)

2025

2024

2023

Tangible Net Income, Adjusted Net Income and

Adjusted Tangible Net Income

Net income (GAAP) (A)

$

181,272 

$

195,457 

$

144,678 

Amortization of intangibles

27,103 

4,691 

5,380 

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 expense

49,331 

13,349 

— 

Day 1 acquisition provision for loan losses

62,190 

— 

— 

Day 1 acquisition provision for unfunded commitments

4,422 

— 

— 

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 intangibles

27,103 

4,691 

5,380 

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 

61

2025

2024

2023

Adjusted Diluted Earnings Per Share

Average diluted shares outstanding (M)

87,514,783

59,748,790

56,448,163

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/G

0.74 

%

1.11 

%

0.84 

%

Adjusted return on average assets (non-GAAP): C/G

1.10 

0.94 

1.03 

Return on average tangible assets (non-GAAP): B/H

0.88 

1.20 

0.92 

Adjusted Return on Average Tangible Common Equity

Return on average equity (GAAP): A/E

5.14 

7.92 

6.50 

Return on average tangible equity (non-GAAP): B/F

9.65 

13.63 

12.29 

Adjusted return on average tangible equity (non-GAAP): D/F

13.79 

11.55 

15.02 

Tangible Shareholders’ Equity to Tangible Assets

Shareholders’ equity to assets (GAAP): I/K

14.52 

%

14.85 

%

13.23 

%

Tangible shareholders’ equity to tangible assets (non-GAAP): J/L

9.26 

%

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 deposits

7,391 

— 

— 

Amortization recognized on purchased long term borrowings

2,244 

— 

— 

Adjusted net interest income (FTE) (non-GAAP) (S)

$

774,154 

$

518,354 

$

525,955 

62

2025

2024

2023

Average earning assets (T)

$

21,681,165 

$

15,666,170 

$

15,359,172 

Net interest margin (GAAP): N/T

3.79 

%

3.34 

%

3.45 

%

Adjusted net interest margin (non-GAAP): S/T

3.57 

%

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.