−Removed: Renasant Corporation, a Mississippi corporation incorporated in 1982, owns and operates Renasant Bank, a Mississippi banking corporation with operations throughout the Southeast as well as offering factoring and asset-based lending on a nationwide basis.
−Removed: Renasant Bank, in turn, owns and operates Park Place Capital Corporation, a Tennessee corporation with operations across our footprint, and Continental Republic Capital, LLC (doing business as “Republic Business Credit”), a Louisiana limited liability company with nationwide operations.
+Added: Renasant Corporation, a Mississippi corporation incorporated in 1982.
+Added: It owns and operates Renasant Bank, a Mississippi banking corporation with operations throughout the Southeast, and also owns and operates Park Place Capital Corporation, a Tennessee corporation and registered investment advisor with operations across our footprint.
+Added: Renasant Bank, in turn, owns and operates Continental Republic Capital, LLC (doing business as “Republic Business Credit”), a Louisiana limited liability company offering factoring and asset-based lending on a nationwide basis, while Park Place Capital Corporation, in turn, owns and operates Park Place Capital Securities Corporation, a Delaware corporation and registered broker-dealer.
Renasant Bank also owns Renasant Insurance, Inc., a Mississippi corporation, which was engaged in the insurance agency business until Renasant Bank’s sale of substantially all of the assets of Renasant Insurance, Inc.
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A few of the ratios used in measuring the success of their business plan include:
−Removed: — return on average assets — net interest margin and spread
+Added: — return on average assets and on average common equity — net interest margin and spread
— the efficiency ratio — fee income shown as a percentage of loans and deposits
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We believe that the successful implementation of our strategic plan will promote the satisfaction and development of our employees, clients and shareholders.
−Removed: Members of our Board of Directors also serve as members of the Board of Directors of the Bank (which has a broader membership than the Company board).
−Removed: Responsibility for the management of the Bank remains with the Board of Directors and officers of the Bank;
−Removed: however, management services rendered by the Company to the Bank are intended to supplement internal management and expand the scope of banking services normally offered by the Bank.
−Removed: Proposed Merger with The First Bancshares, Inc.
−Removed: On July 29, 2024, the Company and The First Bancshares, Inc., a Mississippi corporation (“The First”), entered into an agreement and plan of merger, dated as of July 29, 2024, pursuant to which, subject to the terms and conditions set forth therein, among other things, The First will merge with and into the Company, with the Company as the surviving entity in such merger, and immediately thereafter The First’s subsidiary bank and the Bank will enter into a subsidiary plan of merger, pursuant to which The First’s subsidiary bank will merge with and into the Bank, with the Bank as the surviving entity in such merger.
−Removed: Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each outstanding share of common stock of The First will be converted into the right to receive one share of common stock of the Company.
−Removed: The shareholders of the Company and The First approved the merger at special meetings held on October 22, 2024.
−Removed: The transaction is expected to close in the first half of 2025 and is subject to certain closing conditions, including the receipt of required regulatory approvals.
−Removed: In the first half of 2024, the Company had three reportable segments:
−Removed: a Community Banks segment, an Insurance segment and a Wealth Management segment.
−Removed: The Company no longer has an Insurance segment as a result of the sale of the Company’s insurance agency business in July 2024.
+Added: Merger with The First Bancshares, Inc.
+Added: Effective April 1, 2025, the Company completed its acquisition by merger of The First Bancshares, Inc., a Mississippi corporation, pursuant to which, The First merged with and into the Company, with the Company as the surviving entity in the merger, and immediately thereafter The First’s subsidiary bank merged with and into the Bank, with the Bank as the surviving entity in the merger.
+Added: At merger, each outstanding share of common stock of The First converted into the right to receive one share of common stock of the Company.
+Added: Upon completion of the merger, Southwest Georgia Insurance Services, Inc., a Georgia corporation, became a subsidiary of Renasant Bank and engaged in the insurance agency business until Renasant Bank’s sale of substantially all of its assets on December 31, 2025.
+Added: The Company has two reportable segments:
+Added: a Community Banks segment and a Wealth Management segment.
+Added: The Company no longer has an Insurance segment as a result of the sale of the Company’s insurance agency businesses in July 2024 and December 2025 as discussed above.
We do not have any foreign operations.
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As described in more detail below, these services include business and personal loans, interim construction loans, specialty commercial lending, factoring and asset-based lending, treasury management services and checking and savings accounts, as well as safe deposit boxes and night depository facilities.
−Removed: Automated teller machines are located throughout our market area, and we have interactive teller machines in many of our urban markets.
+Added: Automated teller machines and interactive teller machines are located throughout our market area.
Our Online and Mobile Banking products and our call center also provide 24-hour banking services.
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Income generated by our lending activities, in the form of interest income, loan-related fees, and income from the sale and servicing of mortgage loans, comprises a substantial portion of our revenue, accounting for approximately 81.1%, 77.7% and 82.8% of our total gross revenues in 2025, 2024 and 2023, respectively.
−Removed: (Total gross revenues consist of interest income on a fully taxable equivalent basis and noninterest income.) Our lending philosophy is to minimize credit losses by following strict credit approval standards, diversifying our loan portfolio by both type, size and geography and conducting ongoing review and management of the loan portfolio.
+Added: (Total gross revenues consist of interest income on a fully taxable equivalent basis and noninterest income.) Our lending philosophy is to minimize credit losses by following strict credit approval standards, diversifying our loan portfolio by both type, size and geography and conducting
+Added: ongoing review and management of the loan portfolio.
Loans are originated through either our commercial lending groups (which includes the operations of Republic Business Credit) or personal bankers, depending on the relationship and type of service or product desired.
−Removed: Our commercial lending group provides banking services to corporations or other business customers and originates loans for general corporate purposes, such as financing for commercial and industrial projects or
−Removed: income producing commercial real estate.
+Added: Our commercial lending group provides banking services to corporations or other business customers and originates loans for general corporate purposes, such as financing for commercial and industrial projects or income producing commercial real estate.
Also included in our commercial lending group are experienced lenders within our specialty lines of business, which consist of our asset-based lending, Small Business Administration lending, healthcare, factoring, and equipment lease financing banking groups.
Our personal banking group provides small consumer installment loans, residential real estate loans, lines of credit and construction financing and originates conventional first and second mortgages.
−Removed: The following is a general description of each of the principal types of loans in our loan portfolio, the relative credit risk of each type of loan and the steps we take to reduce such risk.
+Added: The following is a general description of each of the principal types of loans in our loan portfolio, the relative credit risk of each type of loan and the steps we take to reduce credit risk.
Our loans are primarily generated within the market areas where our offices are located, while Republic Business Credit generates loans on a nationwide basis.
−Removed: — Commercial, Financial and Agricultural Loans .
−Removed: Commercial, financial and agricultural loans (referred to as “C&I loans”), which accounted for approximately 14.64% of our total loans at December 31, 2024, are customarily granted to established local business customers in our market area on a fully collateralized basis to meet their credit needs.
−Removed: The terms and loan structure are dependent on the collateral and strength of the borrower.
+Added: — Commercial and Industrial Loans .
+Added: Commercial and industrial loans (referred to as “C&I loans”), which accounted for approximately 14.79% of our total loans at December 31, 2025, are customarily granted on a fully collateralized basis to established local business customers in our market area.
+Added: The terms and loan structure are dependent on the collateral and financial strength of the borrower.
Loan-to-value ratios typically range from 50% to 85%, depending on the type of collateral.
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Although C&I loans may be collateralized by equipment or other business assets, including receivables, the repayment of this type of loan depends primarily on the creditworthiness and projected cash flow of the borrower (and any guarantors).
−Removed: Thus, the chief considerations when assessing the risk of a C&I loan are the local business borrower’s ability to sell its products/services, thereby generating sufficient operating revenue to repay us under the agreed upon terms and conditions, and the general business conditions of the local economy or other market that the business serves.
+Added: Thus, the chief considerations when assessing the risk of a C&I loan are the local business borrower’s ability to sell its products or services, thereby generating sufficient operating revenue to repay us under the agreed upon terms and conditions, and the general business conditions of the local economy or other market that the business serves.
The liquidation of collateral is considered a secondary source of repayment.
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We use C&I loan credit scoring models for smaller-size loans.
−Removed: The Company’s factoring receivables are categorized as C&I loans.
−Removed: In assessing the risk associated with this type of loan, management considers the ability of the client’s account customer, rather than the client itself, to repay the Company.
+Added: The Company’s factoring receivables and equipment financing loans (or “lease financing loans”) are categorized as C&I loans.
+Added: In assessing the risk associated with factoring receivables, management considers the ability of the client’s account customer, rather than the client itself, to repay the Company.
+Added: As to lease financing loans, these loans are granted to provide capital to businesses for commercial equipment needs, typically for periods ranging between two and five years at fixed rates of interest.
+Added: Loss or decline of income by the borrower due to unplanned occurrences represents the primary risk of default to us.
+Added: In the event of default, a shortfall in the value of the collateral may pose a loss to us in this loan category.
+Added: We obtain a lien against the collateral securing the loan and hold title (if applicable) until the loan is repaid in full.
+Added: Transportation, manufacturing, healthcare, material handling, printing and construction are the industries that typically obtain lease financing.
+Added: In addition, we offer a product tailored to qualified not-for-profit customers that provides real estate financing at tax-exempt rates.
+Added: — Construction and Land Development Loans .
+Added: Our construction and land development loans (“construction loans”) represented approximately 10.01% of our total loans at December 31, 2025.
+Added: Our construction loan portfolio consists of loans for the construction of single family residential properties, multi-family properties and commercial projects.
+Added: Maturities for construction loans generally range from six to 12 months for residential property and from 24 to 36 months for non-residential and multi-family properties.
+Added: Similar to non-owner occupied commercial real estate loans (which are discussed below), the source of repayment of a construction loan comes from the sale or lease of newly-constructed property, although construction loans are often repaid with the proceeds of a commercial real estate loan that we make to the owner or lessor of the newly-constructed property.
+Added: Construction lending entails significant additional risks compared to residential real estate or commercial real estate lending, including the risk that loan funds are advanced upon the security of the property under construction, which is of uncertain value prior to the completion of construction.
+Added: The risk is tied to an accurate evaluation of the total loan funds required to complete a project and to ensure proper loan-to-value ratios during the construction phase.
+Added: We address the risks associated with construction lending in a number of ways.
+Added: As a threshold matter, we generally limit loan-to-value and loan-to-cost ratios to regulatory guidance of 85% of when-completed appraised values for owner-occupied and investor-owned residential or commercial properties, with the exception of those loans with clearly defined risk mitigants.
+Added: We monitor draw requests either internally or with the assistance of a third party, creating an additional safeguard that ensures advances are in line with project budgets.
+Added: We also offer commercial real estate loans to developers of commercial properties for purposes of site acquisition and preparation and other development prior to actual construction (referred to as “commercial land development loans”) as well as residential real estate loans for the preparation of residential real property prior to construction (referred to as “residential land development loans”).
+Added: Such loans are dependent on the successful completion of the project and may be affected by adverse conditions in the real estate market or the economy as a whole.
— Real Estate – 1-4 Family Mortgage .
We are active in the real estate – 1-4 family mortgage area (referred to as “residential real estate loans”), with approximately 24.33% of our total loans at December 31, 2025, being residential real estate loans.
−Removed: In addition, in 2024, we originated for sale on the secondary market approximately $2.0 billion in residential real estate loans through our Mortgage division.
+Added: In addition, in 2025, we originated for sale in the secondary market approximately $2.4 billion in residential real estate loans through our Mortgage division.
The decision to retain residential real estate loans in our portfolio is dependent upon whether the Bank has sufficient liquidity to fund the needs of customers and if rates are favorable to retain the loans.
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We offer both first and second mortgages on residential real estate.
−Removed: Loans secured by residential real estate in which the property is the principal residence of the borrower are referred to as “primary” 1-4 family mortgages.
−Removed: Loans secured by residential real estate in which the property is rented to tenants or is not otherwise the principal residence of the borrower are referred to as “rental/investment” 1-4 family mortgages.
−Removed: We also offer loans for the preparation of residential real property prior to construction (referred to as “residential land development loans”).
+Added: “First liens” are those loans secured by residential real estate for which the Bank has the first right to repayment if the borrower defaults or if the property is sold.
+Added: “Junior liens” are those loans secured by residential real estate for which the Bank has a subordinated claim on the property.
+Added: Junior liens carry higher risk because repayment is dependent on the value of the collateral first satisfying the obligation of the first lien holder.
In addition, we offer home equity loans or lines of credit and term loans secured by first and second mortgages on the residences of borrowers who elect to use the accumulated equity in their homes for purchases, refinances, home improvements, education and other personal expenditures.
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The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market.
−Removed: Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a
−Removed: specified price and delivery date.
+Added: Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date.
Penalties are paid to the investor if we fail to satisfy the contract.
The Company does not actively market or originate subprime mortgage loans.
−Removed: — Real Estate – Commercial Mortgage .
−Removed: Our real estate – commercial mortgage loans (“commercial real estate loans”) represented approximately 48.40% of our total loans at December 31, 2024.
−Removed: Included in this portfolio are loans in which the owner develops a property with the intention of locating its business there.
−Removed: These loans are referred to as “owner-occupied” commercial real estate loans.
+Added: — Commercial Real Estate - Owner Occupied .
+Added: Our commercial real estate - owner occupied loans represented approximately 17.51% of our total loans at December 31, 2025.
+Added: This portfolio consists of loans in which the owner develops a property with the intention of locating its business there.
Payments on these loans are dependent on the successful development and management of the business as well as the borrower’s ability to generate sufficient operating revenue to repay the loan.
−Removed: The Bank mitigates the risk that our estimate of value will prove to be inaccurate by having sufficient sources of secondary repayment as well as guarantor support.
−Removed: In some instances, in addition to our mortgage on the underlying real estate of the business, our commercial real estate loans are secured by other non-real estate collateral, such as equipment or other assets used in the business.
−Removed: In addition to owner-occupied commercial real estate loans, we offer loans in which the owner develops a property where the source of repayment of the loan will come from the sale or lease of the developed property, for example, retail shopping centers, hotels and storage facilities.
−Removed: These loans are referred to as “non-owner occupied” commercial real estate loans.
−Removed: We also offer commercial real estate loans to developers of commercial properties for purposes of site acquisition and preparation and other development prior to actual construction (referred to as “commercial land development loans”).
−Removed: Non-owner occupied commercial real estate loans and commercial land development loans are dependent on the successful completion of the project and may be affected by adverse conditions in the real estate market or the economy as a whole.
−Removed: We seek to minimize risks relating to all commercial real estate loans by limiting the maximum loan-to-value ratio and strictly scrutinizing the financial condition of the borrower, the quality of the collateral, the management of the property securing the loan and, where applicable, the financial strength of the tenant occupying the property.
−Removed: Loans are usually structured either to fully amortize over the term of the loan or to balloon after the third year or fifth year of the loan, typically with an amortization period not to exceed 20 years.
+Added: — Commercial Real Estate - Non-Owner Occupied .
+Added: Our commercial real estate - non-owner occupied loans represented approximately 32.79% of our total loans at December 31, 2025.
+Added: This portfolio consists of loans in which the owner develops a property where the source of repayment of the loan will come from the sale or lease of the developed property, such as multi-family properties, retail shopping centers, hotels and storage facilities.
+Added: We seek to minimize risks relating to all commercial real estate loans – both non-owner occupied and owner occupied – by limiting the maximum loan-to-value ratio and strictly scrutinizing the financial condition of the borrower, the quality of the collateral, the management of the property securing the loan and, where applicable, the financial strength of the tenant occupying the property.
+Added: Loans are usually structured either to fully amortize over the term of the loan or to balloon after the third or fifth year of the loan, typically with an amortization period not to exceed 20 years.
We also actively monitor such financial measures as advance rate, cash flow, collateral value and other appropriate credit factors.
−Removed: We generally obtain loan guarantees from financially capable parties to the transaction based on a review of the guarantor’s financial statements.
−Removed: — Real Estate – Construction .
−Removed: Our real estate – construction loans (“construction loans”) represented approximately 8.49% of our total loans at December 31, 2024.
−Removed: Our construction loan portfolio consists of loans for the construction of single family residential properties, multi-family properties and commercial projects.
−Removed: Maturities for construction loans generally range from six to 12 months for residential property and from 24 to 36 months for non-residential and multi-family properties.
−Removed: Similar to non-owner occupied commercial real estate loans, the source of repayment of a construction loan comes from the sale or lease of newly-constructed property, although often construction loans are repaid with the proceeds of a commercial real estate loan that we make to the owner or lessor of the newly-constructed property.
−Removed: Construction lending entails significant additional risks compared to residential real estate or commercial real estate lending, including the risk that loan funds are advanced upon the security of the property under construction, which is of uncertain value prior to the completion of construction.
−Removed: The risk is to evaluate accurately the total loan funds required to complete a project and to ensure proper loan-to-value ratios during the construction phase.
−Removed: We address the risks associated with construction lending in a number of ways.
−Removed: As a threshold matter, we generally limit loan-to-value and loan-to-cost ratios to regulatory guidance of 85% of when-completed appraised values for owner-occupied and investor-owned residential or commercial properties, with the exception of those loans with clearly defined risk mitigants.
−Removed: We monitor draw requests either internally or with the assistance of a third party, creating an additional safeguard that ensures advances are in line with project budgets.
−Removed: — Installment Loans to Individuals .
−Removed: Installment loans to individuals (or “consumer loans”), which represented approximately 0.70% of our total loans at December 31, 2024, are granted to individuals for the purchase of personal goods.
+Added: In some instances, in addition to our mortgage on the underlying real estate of the business, our commercial real estate loans are secured by other non-real estate collateral, such as equipment or other assets used in the business.
+Added: To further mitigate our risk, we generally obtain loan guarantees from financially capable parties to the transaction based on a review of the guarantor’s financial statements.
+Added: — Consumer Loans .
+Added: Consumer loans which represented approximately 0.57% of our total loans at December 31, 2025, are granted to individuals for the purchase of personal goods.
Loss or decline of income by the borrower due to unplanned occurrences represents the primary risk of default to us.
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We obtain a lien against the collateral securing the loan and hold title until the loan is repaid in full.
−Removed: — Equipment Financing and Leasing.
−Removed: Equipment financing loans (or “lease financing loans”), which represented approximately 0.70% of our total loans at December 31, 2024, are granted to provide capital to businesses for commercial equipment needs.
−Removed: These loans are generally granted for periods ranging between two and five years at fixed rates of interest.
−Removed: Loss or decline of income by the borrower due to unplanned occurrences represents the primary risk of default to us.
−Removed: In the event of default, a shortfall in the value of the collateral may pose a loss to us in this loan category.
−Removed: We obtain a lien against the collateral securing the loan and hold title (if applicable) until the loan is repaid in full.
−Removed: Transportation, manufacturing,
−Removed: healthcare, material handling, printing and construction are the industries that typically obtain lease financing.
−Removed: In addition, we offer a product tailored to qualified not-for-profit customers that provides real estate financing at tax-exempt rates.
Addressing Aggregate Lending Risks.
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First, we purposefully manage the loan portfolio to avoid excessive concentrations in any particular loan category, industry or geographic region.
−Removed: Our goal is to structure the loan portfolio so that it is well balanced among C&I loans, owner-occupied commercial real estate loans, non-owner occupied commercial real estate loans, residential real estate loans and consumer loans and other lending categories while taking into account current market risks and lending opportunities.
−Removed: Construction and land development loans are allocated between the commercial real estate and residential real estate categories based on the property securing the loan.
+Added: Our goal is to structure the loan portfolio so that it is well balanced among C&I loans, construction and land development loans, residential real estate loans, commercial real estate - owner occupied loans, commercial real estate - non-owner occupied loans and consumer loans, and also balanced across sub-categories within these broader lending categories (such as, with respect to non-owner occupied commercial real estate loans, multi-family, retail and warehouse/industrial loans) while taking into account current market risks and lending opportunities.
With respect to construction and land development loans in particular, management monitors whether the allocation of these loans across geography and asset type heightens the general risk associated with these types of loans.
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Generally, cash flows from maturities and calls of our investment securities that are not used to fund loan growth or repay debt are reinvested in investment securities.
−Removed: We also hold investments in corporate debt and pooled trust preferred securities.
+Added: We also hold investments in corporate debt.
At December 31, 2025, the Company’s investment securities included both available for sale and held to maturity classifications.
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Fees generated through the deposit services we offer accounted for approximately 4.6%, 4.9% and 5.7% of our total gross revenues in 2025, 2024 and 2023, respectively.
−Removed: Excluding brokered deposits, the deposits held by the Bank have been primarily generated within the market areas where our branches are located.
+Added: Excluding brokered deposits (which we did not hold at December 31, 2025), the deposits held by the Bank have been primarily generated within the market areas where our branches are located.
Operations of Wealth Management
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Our fees for managing these accounts are based on changes in market values of the assets under management in the account, with the amount of the fee depending on services we provide and the type of account.
−Removed: The Financial Services division, which primarily operates through Park Place Capital (although the Bank’s trust department maintains some legacy financial service operations), offers specialized products and services to our customers.
+Added: The Financial Services division, which operates through Park Place Capital (although the Bank’s trust department maintains some legacy financial service operations), offers specialized products and services to our customers.
These products and services include fixed and variable annuities, mutual funds and stocks, some of which are offered through a third party provider.
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Operations of Insurance
−Removed: Prior to the sale of our insurance agency business in July 2024, Renasant Insurance, Inc.
−Removed: was a full-service insurance agency offering all lines of commercial and personal insurance through major carriers.
−Removed: For 2024, Renasant Insurance, Inc.
−Removed: generated total revenue of $7.4 million, or 0.1% of the Company’s total gross revenues, and operated eight offices throughout north and north central Mississippi.
+Added: Prior to the sale of Renasant Insurance, Inc.’s businesses in July 2024 Renasant Insurance, Inc.
+Added: offered all lines of commercial and personal insurance through major carriers.
Renasant Insurance, Inc.
−Removed: now leases all of these offices to the party that acquired its insurance agency business.
+Added: leases the offices it previously occupied to the party that acquired its insurance agency business.
+Added: Prior to the sale of substantially all of the assets of Southwest Georgia Insurance Services, Inc.
+Added: on December 31, 2025, its operations were immaterial and, therefore, not considered a separate reportable segment in 2025.
Community Banks
Vigorous competition exists in all major product and geographic areas in which we conduct banking business.
−Removed: We compete through the Bank for available loans and deposits and the provision of other financial services (such as treasury management) with state, regional and national banks as well as savings and loan associations, credit unions, finance companies, mortgage companies, insurance companies, brokerage firms and investment companies in all of our service areas.
−Removed: All of these numerous institutions compete in the delivery of products and services through availability, quality and pricing, and many of our competitors are larger and have substantially greater resources than we do, including higher total assets and capitalization, larger technology and marketing budgets and a broader offering of financial services.
+Added: We compete through the Bank for available loans and deposits and the provision of other financial services (such as treasury management) with state, regional and national banks as well as savings and loan associations, credit unions, finance companies, mortgage companies, insurance companies, brokerage firms, factoring companies, fintech companies and investment companies in all of our service areas.
+Added: All of these numerous institutions compete in the delivery of products and services through availability, quality and pricing.
+Added: Many of our competitors are larger and have substantially greater resources than we do, including higher total assets and capitalization, larger technology and marketing budgets and a broader offering of financial services, while other competitors are not subject to regulation by federal and state banking regulators, thereby avoiding the costs and other impacts of compliance with federal and state banking regulations.
Wealth Management
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Supervision and Regulation
−Removed: banking industry is highly regulated under federal and state law.
+Added: banking industry is extensively regulated under federal and state law.
We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).
As a result, we are subject to supervision, regulation and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
−Removed: The Bank is a commercial bank chartered under the laws of the State of Mississippi;
−Removed: it is not a member of the Federal Reserve System.
−Removed: As a Mississippi non-member bank, the Bank is subject to supervision, regulation and examination by the Mississippi Department of Banking and Consumer Finance (the “DBCF”), as the chartering entity of the Bank, and by the FDIC, as the insurer of the Bank’s deposits.
−Removed: As an institution with more than $10 billion in assets, we are subject to examination by the Consumer Financial Protection Bureau (the “CFPB”) for compliance with federal consumer protection laws.
−Removed: Finally, as a publicly-traded company, the Company must comply with federal securities laws administered by the SEC as well as the listing rules of the New York Stock Exchange (the “NYSE”).
−Removed: As a result of this extensive system of supervision and regulation, the growth and earnings performance of the Company and the Bank are affected not only by management decisions and general and local economic conditions, but also by the statutes, rules, regulations and policies administered by the Federal Reserve, the FDIC, the DBCF, the CFPB, the SEC and other federal and state regulatory authorities with jurisdiction over our operations.
+Added: The Bank is a commercial bank chartered under the laws of the State of Mississippi and became a member of the Federal Reserve System, effective January 31, 2026.
+Added: As a state member bank, the Bank is subject to supervision, regulation and examination by the Mississippi Department of Banking and Consumer Finance (the “DBCF”), as its chartering authority, and by the Federal Reserve, as its primary federal banking regulator.
+Added: The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”), and the Bank is subject to applicable FDIC regulations pertaining to deposit insurance, including deposit insurance assessments and resolution‑related matters.
+Added: Because the Bank has more than $10 billion in assets, it is subject to supervision, examination and, where applicable, enforcement by the Consumer Financial Protection Bureau (the “CFPB”) with respect to federal consumer financial protection laws.
+Added: In addition, as a publicly traded company, the Company is subject to federal securities laws administered by the Securities and Exchange Commission (the “SEC”) and to the listing standards of the New York Stock Exchange (the “NYSE”).
+Added: As a result of this comprehensive system of supervision and regulation, the growth and earnings performance of the Company and the Bank are affected not only by management decisions and general and local economic conditions, but also by the statutes, rules, regulations and policies administered by the Federal Reserve, the FDIC, the DBCF, the CFPB, the SEC and other federal and state regulatory authorities with jurisdiction over our operations.
The bank regulatory scheme has two primary goals:
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This scheme, including the laws and regulations administered by the CFPB, also seeks to ensure broad, non-discriminatory access to financial services on fair and reasonable terms.
−Removed: This comprehensive system of supervision and regulation is intended primarily for the protection of the FDIC’s deposit insurance fund, bank depositors, consumers and the public in general, rather than our shareholders or creditors.
+Added: This comprehensive system of supervision and regulation is intended primarily to protect the FDIC’s Deposit Insurance Fund (“DIF”), bank depositors, consumers and the public in general, rather than our shareholders or creditors.
To this end, federal and state banking laws and regulations govern, among other things, the types of activities in which we and the Bank may engage, the terms and conditions of our products and services and the manner in which we offer our products and services, permissible investments, the level of reserves that the Bank must maintain against deposits, minimum equity capital levels, the nature and amount of collateral required for loans, maximum interest rates that can be charged, the manner and amount of the dividends that may be paid, and corporate activities regarding mergers, acquisitions and the establishment of branch offices.
The federal securities laws are designed to protect investors, maintain the integrity and efficiency of the securities trading markets and facilitate capital formation.
−Removed: These goals are accomplished through rules that restrict the type of activities we can engage in with respect to our
−Removed: publicly-traded securities and through a disclosure regime requiring us to disclose a significant amount of information on an annual, quarterly and current basis.
−Removed: The description below summarizes certain elements of the regulatory framework applicable to us and the Bank.
−Removed: This summary is not, however, intended to describe all laws, regulations and policies applicable to us and the Bank, and the description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretative letters and other written guidance that are described below.
+Added: These goals are accomplished through rules that restrict the type of activities we can engage in with respect to our publicly-traded securities and through a disclosure regime requiring us to disclose a significant amount of information on an annual, quarterly and current basis.
+Added: The following discussion summarizes certain elements of the regulatory framework applicable to us and the Bank.
+Added: This summary is not, however, intended to describe all laws, regulations and policies applicable to us and the Bank, and the description is qualified in its entirety by reference to the full text of applicable statutes, regulations, policies, interpretative letters and other written guidance that are described below.
Further, the following discussion addresses the regulatory framework as in effect as of the date of this Annual Report on Form 10-K.
−Removed: Legislation and regulatory action to implement new laws and regulations and to revise or repeal existing federal and Mississippi banking, consumer protection, securities and other applicable laws and regulations, sometimes in a substantial manner, are continually under consideration by the U.S.
+Added: Legislation and regulatory action to implement new laws and regulations and to revise or repeal existing federal and Mississippi banking, consumer protection, securities and other applicable laws and regulations or interpretations thereof, sometimes substantially, are continually under consideration by the U.S.
Congress, state legislatures and federal and state regulatory agencies.
−Removed: For example, the FDIC has recently given indications that the scope and focus of its activities may be significantly altered, and the Trump Administration has stated that it plans to substantially streamline the CFPB’s operations, which have essentially ceased as of the date of this Annual Report on Form 10-K.
Accordingly, the following discussion must be read in light of the enactment of any new federal or state banking laws or regulations or any amendment or repeal of existing laws, regulations or regulatory guidance, or any change in the policies or the enforcement focus of the regulatory agencies with jurisdiction over the Company’s operations, after the date of this Annual Report on Form 10-K.
Supervision and Regulation of Renasant Corporation
−Removed: As a bank holding company registered under the BHC Act, we are subject to the regulation and supervision applicable to bank holding companies by the Federal Reserve.
−Removed: The BHC Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations or engaging in unsafe and unsound banking practices.
−Removed: The Federal Reserve’s jurisdiction also extends to any company that we directly or indirectly control, such as any non-bank subsidiaries and other companies in which we own a controlling investment.
+Added: As a bank holding company registered under the BHC Act, we are subject to regulation, supervision and examination by the Federal Reserve.
+Added: The Federal Reserve’s authority also extends to any company that we directly or indirectly control, including the Bank, Park Place Capital and any other non-bank subsidiaries.
+Added: Bank holding companies are subject to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations or engaging in unsafe and unsound banking practices.
Scope of Permissible Activities .
−Removed: Under the BHC Act, we are prohibited from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to or performing services for the Bank and from acquiring a direct or indirect interest in or control of more than 5% of the voting shares of any company that is not a bank or financial holding company.
−Removed: The principal exception to this prohibition is that we may engage, directly or indirectly (including through the ownership of shares of another company), in certain activities that the Federal Reserve has found to be so closely related to banking or managing and controlling banks as to be a proper incident thereto.
−Removed: In making determinations whether activities are closely related to banking or managing banks, the Federal Reserve must consider whether the performance of such activities by a bank holding company or its subsidiaries can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition or gains in efficiency of resources, and whether such public benefits outweigh the risks of possible adverse effects, such as decreased or unfair competition, conflicts of interest or unsound banking practices.
−Removed: Currently-permitted activities include, among others, operating a mortgage, finance, credit card or factoring company;
+Added: Under the BHC Act, bank holding companies are prohibited from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to or performing services for the Bank and from acquiring a direct or indirect interest in or control of more than 5% of the voting shares of any company that is not a bank or financial holding company.
+Added: The principal exception to this prohibition is that we may engage, directly or indirectly (including through the ownership of shares of another company), in “banking” and activities found by the Federal Reserve to be “closely related to banking.” Activities currently permitted by the Federal Reserve include, among others, operating a mortgage, finance, credit card or factoring company;
providing certain data processing, storage and transmission services;
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No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve.
−Removed: We have not elected to become a financial holding company.
+Added: We elected to become a financial holding company, which election was effective in December 2025.
A dominant theme of the GLBA is functional regulation of financial services, with the primary regulator of the Company or its subsidiaries being the agency that traditionally regulates the activity in which the Company or its subsidiaries wish to engage.
1 unchanged sentence
Capital Adequacy Guidelines .
−Removed: The Federal Reserve has adopted risk-based capital guidelines for bank holding companies.
−Removed: The risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to factor off-balance sheet exposure into the assessment of capital adequacy, to minimize disincentives for holding liquid, low-risk assets and to achieve greater consistency in the evaluation of the capital
−Removed: adequacy of major banking organizations worldwide.
−Removed: Under these guidelines, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights.
+Added: The Federal Reserve has adopted risk‑based and leverage capital requirements applicable to bank holding companies.
+Added: These requirements are designed to ensure that bank holding companies maintain capital commensurate with their risk profiles and are substantially similar to the capital requirements applicable to the Bank as a Federal Reserve member bank, which are described below under the headings “Supervision and Regulation of Renasant Bank - Capital Adequacy Guidelines” and “- Prompt Corrective Action (PCA).” The capital rules in the U.S.
+Added: are based on international standards known as “Basel III.” Under these standards, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights.
The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.
In addition to the risk-based capital guidelines, the Federal Reserve has adopted a minimum Tier 1 capital (leverage) ratio, under which a bank holding company must maintain a minimum level of Tier 1 capital to average total consolidated assets of at least 4%.
−Removed: The capital requirements applicable to the Company are substantially similar to those imposed on the Bank under FDIC regulations, described below under the heading “Supervision and Regulation of Renasant Bank - Capital Adequacy Guidelines;
−Removed: Prompt Corrective Action.”
Payment of Dividends;
Source of Strength .
−Removed: Under Federal Reserve policy, in general a bank holding company should pay dividends only when (1) its net income available to shareholders over the last four quarters (net of dividends paid) has been sufficient to fully fund the dividends, (2) the prospective rate of earnings retention appears to be consistent with the capital needs and overall current and prospective financial condition of the bank holding company and its subsidiaries and (3) the bank holding company will continue to meet minimum regulatory capital adequacy ratios after giving effect to the dividend.
+Added: The Federal Reserve generally requires bank holding companies to pay dividends only out of current operating earnings.
+Added: The Federal Reserve has issued a supervisory letter advising, among other things, that a bank holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
+Added: (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition;
+Added: or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios after giving effect to the dividend.
The Federal Reserve has provided guidance on the criteria it uses to evaluate a bank holding company’s request to pay dividends in an aggregate amount that will exceed the company’s earnings for the period in which the dividends will be paid.
−Removed: For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and other Tier 1 capital instruments.
+Added: 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 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.
+Added: If, in the opinion of the Federal Reserve, we or the Bank are engaged in or about to engage in an unsafe or unsound practice (which, depending on the financial condition of the Bank, could include the payment of dividends), the Federal Reserve may require us or the Bank to cease and desist from that practice.
+Added: The federal banking agencies have indicated that paying dividends that deplete a depository institution or bank holding company’s capital base to an inadequate level would be an unsafe and unsound banking practice.
In addition, a bank holding company is required to serve as a source of financial strength to its subsidiary bank(s).
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The Federal Reserve also considers capital adequacy and other financial and managerial resources and future prospects of the companies and the banks concerned, together with the convenience and needs of the community to be served and the record of the bank holding company and its subsidiary bank(s) in combating money laundering activities.
−Removed: Finally, in order to acquire a bank located outside its home state, a bank holding company and its subsidiary institutions must be “well capitalized” and “well managed.” In addition, as detailed under the heading “Scope of Permissible Activities” above, we cannot acquire direct or indirect control of more than 5% of the voting shares of a company engaged in non-banking activities.
+Added: Finally, in order to acquire a bank located outside its home state, a bank holding company and its subsidiary institutions must be “well capitalized” and “well managed.”
Control Acquisitions .
−Removed: Federal and state laws, including the BHC Act and the Change in Bank Control Act, also impose prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution or bank holding company.
+Added: Federal and state laws, including the BHC Act and the Change in Bank Control Act, also impose prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect
+Added: “control” of an FDIC-insured depository institution or bank holding company.
“Control” of a depository institution is a facts and circumstances analysis, but generally an investor is deemed to control a depository institution or other company if the investor owns or controls 25% or more of any class of voting securities.
4 unchanged sentences
Status as a Public Company .
−Removed: As a publicly-traded company, Renasant Corporation is also subject to laws, rules and regulations, as well as the standards of self-regulatory organizations, relating to corporate governance, financial reporting and public disclosure, and auditor independence, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and
−Removed: Consumer Protection Act of 2010 (the “Dodd-Frank Act”), SEC rules and regulations and NYSE listing rules.
+Added: As a publicly-traded company, Renasant Corporation is also subject to laws, rules and regulations, as well as the standards of self-regulatory organizations, relating to corporate governance, financial reporting and public disclosure, and auditor independence, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), SEC rules and regulations and NYSE listing standards.
We incur significant expense in, and devote substantial management time and attention to, complying with these laws, regulations and standards, which are subject to varying interpretations, amendment or outright repeal.
1 unchanged sentence
Supervision and Regulation of Renasant Bank
−Removed: As a Mississippi-chartered bank, the Bank is subject to the regulation and supervision of the DBCF.
−Removed: As an FDIC-insured institution that is not a member of the Federal Reserve, the Bank is subject to the regulation and supervision of the FDIC.
−Removed: The regulations of the FDIC and the DBCF affect virtually all of the Bank’s activities, including the minimum levels of capital required, the ability to pay dividends, mergers and acquisitions, borrowing, the ability to expand through new branches or acquisitions and various other matters.
−Removed: Finally, having more than $10 billion in assets, our compliance with federal consumer protection laws is subject to examination by the CFPB.
+Added: As a Mississippi‑chartered member of the Federal Reserve System, the Bank is subject to regulation, supervision and examination by the DBCF and by the Federal Reserve.
+Added: The Federal Reserve serves as the Bank’s primary federal banking regulator.
+Added: The Bank is also subject to applicable FDIC regulations governing FDIC‑insured depository institutions.
+Added: Because the Bank has more than $10 billion in assets, its compliance with federal consumer financial protection laws is subject to supervision and examination by the CFPB.
Insurance of Deposits .
−Removed: The deposits of the Bank are insured through the Deposit Insurance Fund (the “DIF”) up to $250,000 for most accounts.
−Removed: The FDIC administers the DIF, and the FDIC must by law maintain the DIF at an amount equal to a specified percentage of the estimated annual insured deposits or assessment base.
−Removed: The minimum designated reserve ratio of the DIF is 1.35% of total insured deposits, but the FDIC is authorized to designate a reserve ratio above the statutory minimum.
−Removed: The FDIC must offset the effect of this increase for banks with assets less than $10 billion, meaning that banks above such asset threshold, such as the Bank, will bear the cost of the increase.
+Added: The Bank’s deposits are insured up to applicable limits by the FDIC, which administers the DIF and assesses FDIC‑insured depository institutions, including the Bank, to fund the federal deposit insurance system.
To fund the DIF, FDIC-insured banks are required to pay deposit insurance assessments to the FDIC on a quarterly basis.
An institution’s assessment is based on its average consolidated total assets less its average tangible equity during the assessment period.
−Removed: For banks like Renasant Bank, with assets in excess of $10 billion, the assessment rate is based on both our risk classification and certain forward-looking measures.
−Removed: An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern that the institution poses to the regulators.
−Removed: The higher an institution’s risk classification, the higher its assessment rate (on the assumption that such institutions pose a greater risk of loss to the DIF).
−Removed: In addition, the FDIC can impose special assessments in certain instances.
−Removed: Also, we are subject to a surcharge designed to increase the DIF to specified levels.
+Added: Because the Bank has assets in excess of $10 billion, its assessment rate is determined using a risk‑based methodology applicable to larger institutions.
+Added: In addition, the FDIC has authority to impose special assessments on insured depository institutions in certain circumstances, and the Bank could be subject to a surcharge designed to increase the DIF to specified levels.
The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC.
−Removed: For an institution with no tangible capital, deposit insurance may be temporarily suspended during the hearing process for the permanent termination of insurance.
If the FDIC terminates an institution’s deposit insurance, accounts insured at the time of the termination, less withdrawals, will continue to be insured for a period of six months to two years, as determined by the FDIC.
6 unchanged sentences
Accordingly, our ability to pay dividends depends upon the Bank’s earnings and financial condition.
−Removed: The ability of the Bank to pay dividends also is restricted by federal and state laws, regulations and policies.
+Added: The ability of the Bank to pay dividends is restricted by federal and state laws, regulations and policies.
+Added: The approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval or non-objection of the Federal Reserve may be required.
Under Mississippi law, a Mississippi bank may not pay dividends unless its earned surplus is in excess of three times capital stock.
A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the DBCF.
−Removed: In addition, the FDIC also has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends.
+Added: Under federal regulations, a member bank may not pay 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
+Added: Reports of Condition and Income.
+Added: In the latter case, the dividend also requires approval by at least two-thirds of the shareholders of each class of stock outstanding.
Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations.
−Removed: Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval of the FDIC may be required.
−Removed: Capital Adequacy Guidelines;
−Removed: Prompt Corrective Action.
−Removed: The FDIC has promulgated risk-based capital guidelines similar to, and with the same underlying purposes as, those established by the Federal Reserve with respect to bank holding companies.
−Removed: Under those guidelines, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights.
+Added: In addition, Section 38 of the Federal Deposit Insurance Act restricts capital distributions, including dividends, if the Bank is undercapitalized or if a proposed distribution would cause it to become undercapitalized, and requires that any such distribution be made in accordance with an approved capital restoration plan and not objected to by the Federal Reserve.
+Added: Capital Adequacy Guidelines The Federal Reserve has adopted risk‑based and leverage capital requirements applicable to bank holding companies, including the Company, and to state‑chartered member banks, including the Bank.
+Added: While these capital requirements are substantially similar in structure, they are applied and enforced separately at the holding company level and at the Bank level, and compliance is evaluated independently for each entity.
+Added: At the holding company level, the Federal Reserve’s capital rules are designed to ensure that bank holding companies maintain capital commensurate with their consolidated risk profiles and serve as a source of financial strength to their subsidiary banks.
+Added: Under these guidelines, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights.
The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.
−Removed: Capital requirements for insured depository institutions are countercyclical, such that capital requirements increase in times of economic expansion and decrease in times of economic contraction.
−Removed: Under the current risk-based capital adequacy guidelines, we are required to maintain (1) a ratio of common equity Tier 1 capital (“CET1”) to total risk-weighted assets of not less than 4.5%;
+Added: At the Bank level, the Federal Reserve has adopted risk‑based capital, leverage capital and capital conservation buffer requirements applicable to member banks that are substantially similar to the Basel III capital framework applicable to bank holding companies but are calculated and enforced on a standalone basis.
+Added: Under the current risk-based capital adequacy guidelines, the Bank is required to maintain (1) a ratio of common equity Tier 1 capital (“CET1”) to total risk-weighted assets of not less than 4.5%;
(2) a minimum leverage capital ratio of 4%;
2 unchanged sentences
CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income and certain minority interests, less certain adjustments and deductions.
−Removed: In addition, we must maintain a “capital conservation buffer,” which is a specified amount of CET1 capital in addition to the amount necessary to meet minimum risk-based capital requirements.
+Added: In addition, the Bank must maintain a “capital conservation buffer” that is 2.5% of CET1 to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements.
The capital conservation buffer is designed to absorb losses during periods of economic stress.
If our ratio of CET1 to risk-weighted capital is below the capital conservation buffer, we will face restrictions on our ability to pay dividends, repurchase our outstanding stock and make certain discretionary bonus payments.
−Removed: The required capital conservation buffer is 2.5% of CET1 to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements.
−Removed: In addition, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency rules for calculating risk-weighted assets have been set to enhance risk sensitivity and to incorporate certain international capital standards of the Basel Committee on Banking Supervision.
−Removed: These rules affect the calculation of the denominator of a banking organization’s risk-based capital ratios to reflect the higher-risk nature of certain types of loans.
−Removed: For example, a 150% risk weight applies to both certain high volatility commercial real estate acquisition, development and construction loans as well as non-residential mortgage loans 90 days past due or on nonaccrual status.
−Removed: Also, “hybrid” capital items like trust preferred securities no longer enjoy Tier 1 capital treatment, subject to various grandfathering rules.
−Removed: We and the Bank meet all minimum capital requirements as currently in effect, and our grandfathered trust preferred securities qualify for Tier 1 capital treatment.
−Removed: Now that the Company has exceeded $15 billion in assets, we will lose Tier 1 treatment of our junior subordinated debentures if we complete the proposed merger with The First (or we make any other acquisition of a financial institution).
+Added: In addition, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency rules for calculating risk-weighted assets have been set to enhance risk sensitivity by incorporating the Basel III standards, which affect the calculation of the denominator of a banking organization’s risk-based capital ratios to reflect the higher-risk nature of certain types of loans.
+Added: These standards explicitly identify concentration of credit risk and certain risks arising from non-traditional activities, and the management of such risks, as important qualitative factors to consider in assessing an institution’s overall capital adequacy.
+Added: Federal regulators’ market risk rules are applicable to covered institutions—those with aggregate trading assets and trading liabilities of at least 10% of their total assets or at least $1 billion.
+Added: The rules specify the methodology for calculating the amount of risk-weighted assets related to trading assets and include, among other things, the addition of a component for stressed value at risk.
+Added: Failure to meet applicable capital requirements at the bank level may subject the Bank to restrictions on its activities, growth, dividend payments and other supervisory actions, including those imposed under the prompt corrective action framework.
+Added: See “Prompt Corrective Action (PCA)” immediately below for additional information.
+Added: Failure to meet applicable capital requirements at the holding company level may result in supervisory limitations on dividends, stock repurchases, acquisitions or other corporate actions.
For a detailed discussion of the Company’s capital ratios, see Note 21, “Regulatory Matters,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.
−Removed: Under Section 38 of the Federal Deposit Insurance Act (the “FDIA”), each federal banking agency is required to implement a system of prompt corrective action for institutions that it regulates.
−Removed: The federal banking agencies (including the FDIC) have adopted substantially similar regulations to implement this mandate.
−Removed: Under current regulations, a bank is (1) “well capitalized” if it has total risk-based capital of 10% or more, has a Tier 1 risk-based ratio of 8% or more, has a common equity Tier 1 capital ratio of 6.5%, has a Tier 1 leverage capital ratio of 5% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure, (2) “adequately capitalized” if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 6% or more, a common equity Tier 1 capital ratio of 4.5% and a Tier 1 leverage capital ratio of 4% or more (3% under certain circumstances) and does not meet the definition of “well capitalized,” (3) “undercapitalized” if it has a total risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio that is less than 6%, a common equity Tier 1 capital ratio that is less than 4.5% or a Tier 1 leverage capital ratio that is less than 4%, (4) “significantly undercapitalized” if it has a total risk-based ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 4%, a common equity Tier 1 capital ratio of less than 3% or a Tier 1 leverage capital ratio that is less than 3%, and (5) “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2%.
−Removed: The capital classification of a bank affects the frequency of regulatory examinations, the bank’s ability to engage in certain activities and the deposit insurance premiums paid by the bank.
+Added: Prompt Corrective Action (PCA) .
+Added: Each federal banking agency (including the Federal Reserve) is required to implement a system of prompt corrective action for depository institutions it regulates, and the federal banking agencies have adopted substantially similar regulations to implement this mandate.
+Added: Under current regulations, a bank is:
+Added: (1) “ well capitalized ” if it has total risk-based capital of 10% or more, has a Tier 1 risk-based ratio of 8% or more, has a common equity Tier 1 capital ratio of 6.5%, has a Tier 1 leverage capital ratio of 5% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure;
+Added: (2) “ adequately capitalized ” if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 6% or more, a common equity Tier 1 capital ratio of 4.5% and a Tier 1 leverage capital ratio of 4% or more (3% under certain circumstances) and does not meet the definition of “well capitalized”;
+Added: (3) “ undercapitalized ” if it has a total risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio that is less than 6%, a common equity Tier 1 capital ratio that is less than 4.5% or a Tier 1 leverage capital ratio that is less than 4%;
+Added: (4) “ significantly undercapitalized ” if it has a total risk-based ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 4%, a common equity Tier 1 capital ratio of less than 3% or a Tier 1 leverage capital ratio that is less than 3%;
+Added: (5) “ critically undercapitalized ” if it has a ratio of tangible equity to total assets that is equal to or less than 2%.
+Added: A bank’s capital classification affects the frequency of regulatory examinations, the bank’s ability to engage in certain activities and the deposit insurance premiums paid by the bank.
In addition, federal banking regulators must take various mandatory supervisory actions, and may take other discretionary actions, with respect to institutions in the three undercapitalized categories.
The severity of the action depends upon the capital category in which the institution is placed.
−Removed: An institution that is categorized as undercapitalized, significantly undercapitalized or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency.
−Removed: An undercapitalized institution also is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval.
+Added: For example, undercapitalized depository institutions are subject to growth limitations and restrictions on borrowing from the Federal Reserve System and are required to submit capital restoration plans.
+Added: An undercapitalized institution also is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under a capital restoration plan accepted by the applicable federal regulatory authority.
+Added: Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.
Generally, banking regulators must appoint a receiver or conservator for an institution that is critically undercapitalized.
−Removed: Section 38 of the FDIA and related regulations also specify circumstances under which the FDIC may reclassify a well-capitalized bank as adequately capitalized and may require an adequately capitalized bank or an undercapitalized bank to comply with supervisory actions as if it were in the next lower category (except that the FDIC may not reclassify a significantly undercapitalized bank as critically undercapitalized).
+Added: Section 38 of the FDIA and related regulations also specify circumstances under which the Federal Reserve may reclassify a well-capitalized bank as adequately capitalized and may require an adequately capitalized bank or an undercapitalized bank to comply with supervisory actions as if it were in the next lower category (except that the Federal Reserve may not reclassify a significantly undercapitalized bank as critically undercapitalized).
The provisions discussed above, as well as any other aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, may impact the profitability of our business activities and may change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs.
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Interchange Fees .
−Removed: Under Section 1075 of the Dodd-Frank Act (often referred to as the “Durbin Amendment”), the Federal Reserve established standards for assessing whether the interchange fees, or “swipe” fees, that banks charge for processing electronic payment transactions are “reasonable and proportional” to the costs incurred by issuers for processing such transactions.
−Removed: Under the Federal Reserve’s current rules, the maximum permissible interchange fee is no more than 21 cents plus 5 basis points of the transaction value for many types of debit interchange transactions.
−Removed: A debit card issuer may also recover one cent per transaction for fraud prevention purposes if the issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards.
−Removed: The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.
+Added: Section 1075 of the Dodd‑Frank Act (often referred to as the “Durbin Amendment”) and the Federal Reserve’s Regulation II establish standards for debit card interchange fees and related routing and exclusivity requirements for covered issuers.
+Added: Regulation II is enforced by an institution’s federal functional regulator, and the Federal Reserve is responsible for enforcement with respect to state member banks.
+Added: Regulation II and related standards have been the subject of ongoing legal and regulatory developments, which could affect debit card interchange fee standards and related requirements.
Activities and Investments of Insured State-Chartered Banks .
−Removed: Section 24 of the FDIA generally limits the activities and equity investments of FDIC-insured, state-chartered banks to those that are permissible for national banks.
−Removed: Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank.
−Removed: An insured state bank is not prohibited from, among other things, taking the following actions:
−Removed: - acquiring or retaining a majority interest in a subsidiary;
−Removed: - investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets;
−Removed: - acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions;
−Removed: - acquiring or retaining the voting shares of a depository institution if certain requirements are met.
−Removed: Under FDIC regulations, insured banks engaging in impermissible activities, or banks that wish to engage in otherwise impermissible activities, may seek approval from the FDIC to continue or commence such activities, as the case may be.
−Removed: The FDIC will not approve such an application if the bank does not meet its minimum capital requirements or the proposed activities present a significant risk to the deposit insurance fund.
+Added: FDIC‑insured state‑chartered banks are limited to engaging, as principal, in activities and investments that are permissible for national banks, unless the FDIC has determined that a particular activity would pose no significant risk to the DIF and the bank satisfies applicable capital requirements.
+Added: In addition, because the Bank is a member of the Federal Reserve System, it is subject to the Federal Reserve’s authority to supervise, regulate and examine its activities and to impose conditions of membership.
+Added: The Federal Reserve may limit, condition or prohibit activities that are otherwise authorized under state law or permitted by the FDIC if such activities are determined to be inconsistent with applicable federal law, supervisory expectations or safety‑and‑soundness standards.
+Added: Accordingly, the Bank’s ability to engage in activities or investments that are not permissible for national banks generally depends on obtaining any required FDIC approvals and satisfying applicable Federal Reserve requirements.
+Added: These limitations and approval processes may restrict the Bank’s ability to pursue certain business strategies, introduce new products or services, or expand existing activities, and may increase regulatory compliance costs or result in delays.
+Added: Safety and Soundness .
+Added: The Federal Reserve has adopted safety‑and‑soundness standards applicable to state member banks that address, among other things, capital adequacy, asset quality, management practices, earnings, liquidity and sensitivity to market risk, as well as internal controls, information systems, corporate governance, compensation practices and enterprise‑wide risk management.
+Added: These standards are reflected in statutes, regulations, supervisory guidance and examination frameworks used by the Federal Reserve in assessing a bank’s overall condition and risk profile.
+Added: If the Bank fails to meet applicable safety‑and‑soundness standards or is determined to be engaging in unsafe or unsound practices, the Federal Reserve may require the Bank to take corrective actions, including submitting and implementing capital restoration or other remedial plans, strengthening risk management or internal controls, limiting or suspending certain activities, restricting growth, dividend payments or executive compensation, or increasing supervisory oversight.
+Added: In more serious
+Added: circumstances, the Federal Reserve and other banking regulators may impose formal enforcement actions, such as written agreements, cease‑and‑desist orders, civil money penalties or other sanctions
100/300 Test .
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As of December 31, 2025, our ADC loans represented 66% of our total bank level capital, and our total CRE loans represented 283% of our Bank level capital.
−Removed: Safety and Soundness .
−Removed: The federal banking agencies, including the FDIC, have implemented rules and guidelines concerning standards for safety and soundness required pursuant to Section 39 of the FDIA.
−Removed: In general, the standards relate to operational and managerial matters, asset quality and earnings and compensation.
−Removed: The operational and managerial standards cover (1) internal controls and information systems, (2) internal audit systems, (3) loan documentation, (4) credit underwriting, (5) interest rate exposure, (6) asset growth and (7) compensation, fees and benefits.
−Removed: Under the asset quality and earnings standards, the Bank must establish and maintain systems to identify problem assets and prevent deterioration in those assets and to evaluate and monitor earnings and ensure that earnings are sufficient to maintain adequate capital reserves.
−Removed: The compensation standard states that compensation will be considered excessive if it is unreasonable or disproportionate to the services actually performed by the individual being compensated.
−Removed: If an insured state-chartered bank fails to meet any of the standards promulgated by regulation, then such institution will be required to submit a plan to the FDIC specifying the steps it will take to correct the deficiency.
−Removed: In the event that an insured state-chartered bank fails to submit or fails in any material respect to implement a compliance plan within the time allowed by the federal banking agency, Section 39 of the FDIA provides that the FDIC must order the institution to correct the deficiency.
−Removed: The FDIC may also (1) restrict asset growth;
−Removed: (2) require the bank to increase its ratio of tangible equity to assets;
−Removed: (3) restrict the rates of interest that the bank may pay;
−Removed: or (4) take any other action that would better carry out the purpose of prompt corrective action.
−Removed: We believe that the Bank has been and will continue to be in compliance with each of these standards.
Consumer Protection .
1 unchanged sentence
These statutes include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, and, in some cases, their respective state law counterparts.
−Removed: The CFPB has broad regulatory, supervisory and enforcement authority over our offering and provision of consumer financial products and services under these laws.
−Removed: Among other things, the CFPB is responsible for enforcing the Dodd-Frank Act’s prohibition on unfair, deceptive, or abusive acts or practices in connection with any transaction with a consumer for a consumer financial products or services, or the offering of a consumer financial product or service.
−Removed: Relating to mortgage lending in particular, the CFPB issued regulations governing the ability to repay, qualified mortgages, mortgage servicing, appraisals and compensation of mortgage lenders.
−Removed: These regulations limit the type of mortgage products that the Bank can offer;
−Removed: they also affect our ability to enforce delinquent mortgage loans.
+Added: Under these laws, the CFPB has broad regulatory, supervisory and enforcement authority over the consumer financial products and services we offer.
+Added: Among other things, the CFPB is responsible for enforcing the Dodd-Frank Act’s prohibition on unfair, deceptive, or abusive acts or practices.
+Added: With respect to mortgage lending, the CFPB has issued regulations governing the ability to repay, qualified mortgages, mortgage servicing, appraisals and compensation of mortgage lenders.
+Added: These regulations limit the type of mortgage products that the Bank can offer as well as our ability to enforce delinquent mortgage loans.
+Added: Federal banking agencies and the CFPB adopted interagency quality control standards for the use of automated valuation models (“AVMs”) in certain mortgage‑related valuations, which became effective on October 1, 2025.
The CFPB has also issued rules integrating the required disclosures under the Truth in Lending Act, the Truth in Savings Act and the Real Estate Settlement Procedures Act.
−Removed: We have established numerous controls and procedures designed to ensure that we fully comply with all other consumer protection laws, both federal and state, as they are currently interpreted (which interpretations are subject to change by the CFPB).
−Removed: These controls and procedures are tested regularly to ensure they are accurate and are working properly.
−Removed: In addition, our employees undergo at least annual training to ensure that they remain aware of consumer protection laws and the activities mandated, or prohibited, thereunder.
+Added: In addition, the CFPB has issued and amended rules implementing Section 1071 of the Dodd‑Frank Act relating to the collection and reporting of certain small business lending data, including extensions of compliance dates;
+Added: these requirements have been, and may continue to be, affected by rulemaking and litigation.
Community Reinvestment Act .
−Removed: Under the Community Reinvestment Act (the “CRA”), the FDIC assesses the Bank’s record in meeting the credit needs of its entire community, including low- and moderate-income neighborhoods.
−Removed: The FDIC’s assessment is taken into account when evaluating any application we submit for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger or the acquisition of shares of capital stock of another financial institution.
−Removed: Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “unsatisfactory.” The Bank has undertaken significant actions to comply with the CRA, and it received a “satisfactory” rating by the FDIC with respect to its CRA compliance in its most recent assessment.
+Added: The Bank is subject to the Community Reinvestment Act (the “CRA”), under which the Bank’s record in meeting the credit needs of its entire community, including low- and moderate-income neighborhoods, is periodically assessed.
+Added: This assessment is taken into account when evaluating any application we submit for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger or the acquisition of shares of capital stock of another financial institution.
+Added: Under the CRA, institutions are assigned a rating of “Outstanding,” “Satisfactory,” “Needs to improve,” or “Unsatisfactory.” The Bank received an overall “Satisfactory” rating by the FDIC in its most recent CRA assessment.
Financial Privacy Requirements .
11 unchanged sentences
financial system to fund terrorist activities or other criminal activity.
−Removed: These provisions include a requirement that financial institutions operating in the United States have anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering.
+Added: These provisions include a requirement that financial institutions operating in the United States have anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money
Such compliance programs supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations.
1 unchanged sentence
The Volcker Rule .
−Removed: The Federal Reserve and the other federal banking regulators as well as the SEC each adopted a rule, commonly referred to as the “Volcker Rule,” implementing Section 619 of the Dodd-Frank Act.
−Removed: Generally speaking, the Volcker rule prohibits a bank and its affiliates from engaging in proprietary trading and from acquiring or retaining ownership interests in, sponsoring, or having relationships with certain “covered funds,” including certain hedge funds and private equity funds.
+Added: Federal banking regulators, including the Federal Reserve, and the SEC each adopted a rule, commonly referred to as the “Volcker Rule,” implementing Section 619 of the Dodd-Frank Act.
+Added: The Volcker rule generally prohibits a bank and its affiliates from engaging in proprietary trading and from acquiring or retaining ownership interests in, sponsoring, or having relationships with certain “covered funds,” including certain hedge funds and private equity funds.
The Volcker Rule does not impact any of our current activities, but it does limit the scope of permissible activities in which we might engage in the future.
21 unchanged sentences
The Company’s strategic approach to human capital includes (1) attracting, developing and retaining a diverse and talented workforce, (2) providing opportunities for learning, development and advancement within the Company, (3) offering a competitive suite of compensation and benefits, (4) investing in the financial health of our employees, and (5) obtaining employee feedback.
−Removed: As of December 31, 2024, we employed more than 2,200 people throughout all of our segments on a full-time equivalent basis.
+Added: As of December 31, 2025, we employed more than 3,000 people throughout all of our segments on a full-time equivalent basis, having added approximately 1,000 employees as a result of our merger with The First.
At December 31, 2025, 13 employees of the Bank served as officers of the Company in addition to their positions with the Bank.
−Removed: To measure our employees’ overall satisfaction with their job and their experience working for the Company, we periodically survey our employees, with the most recent survey completed at the end of 2023.
−Removed: The participation rate was over 90%, and the survey results generally affirmed that our employees were satisfied with overall working conditions at the Company.
Through its Organizational Development department led by our Chief Experience Officer, the Company provides opportunities for employees to engage in personalized learning and development experiences, including new employee orientation, role-based training programs, technical and enterprise-wide systems trainings, mentoring programs, and leadership development.
2 unchanged sentences
The Company also supports its employees through external continuing education relevant to the operations of the Company and encourages participation in professional organizations.
−Removed: In alignment with the Company’s vision, mission, values and behaviors and in an effort to retain high performing employees, the Company conducts employee feedback surveys regularly and seeks to engage, reward, and recognize employees through strategic programming and initiatives.
+Added: In alignment with the Company’s vision,
+Added: mission, values and behaviors and in an effort to retain high performing employees, the Company conducts employee feedback surveys regularly and seeks to engage, reward, and recognize employees through strategic programming and initiatives.
In addition to professional development, the Company provides bank-paid and voluntary benefits to eligible employees.
1 unchanged sentence
In addition to health, dental and vision benefits, the Company provides paid parental leave for the birth, adoption or placement of a child through foster care.
−Removed: We also pay employees for community service work (subject to a cap on the number of paid hours).
−Removed: We also have an employee assistance program, which is a Bank-paid benefit available to all employees and immediate family members for mental health, behavioral, stress management, and other personal care needs.
+Added: We also pay employees for community service work (subject to a cap on the number of paid hours) and have an employee assistance program, which is a Bank-paid benefit available to all employees and immediate family members for mental health, behavioral, stress management, and other personal care needs.
Available Information
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.