What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-02 compared with 2025-02-26 · 348 added, 293 removed, 660 unchanged (49% of the section changed)

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(In Thousands, Except Share Data)

The following discussion and analysis of our financial condition as of December 31, 2024 and 2023 and results of operations for each of the years then ended should be read together with the cautionary language regarding forward-looking statements at the beginning of this Annual Report on Form 10-K and the consolidated financial statements and related notes included under Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024, which provides a discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K.

The following discussion and analysis of our financial condition as of December 31, 2025 and 2024 and results of operations for each of the years then ended should be read together with the cautionary language regarding forward-looking statements at the beginning of this Annual Report on Form 10-K and the consolidated financial statements and related notes included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, which provides a discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K.

Performance Overview

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The changes in our financial condition and results of operations from 2024 to 2025 were driven by a number of factors, the most prominent of which are highlighted below:

Financial Highlights

In July 2024, the Company and The First Bancshares, Inc.

(“The First”) entered into an agreement and plan of merger, pursuant to which, subject to the terms and conditions set forth therein, among other things, The First will merge with and into the Company, with the Company as the surviving entity in such merger, and immediately thereafter, The First’s subsidiary bank and Renasant Bank will enter into a subsidiary plan of merger, pursuant to which The First’s subsidiary bank will merge with and into Renasant Bank, with Renasant Bank as the surviving entity in such merger.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each outstanding share of common stock of The First will be converted into the right to receive one share of common stock of the Company.

The merger is expected to close in the first half of 2025 and is subject to certain closing conditions, including the receipt of required regulatory approvals

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

The Company intends to use the net proceeds of the offering for general corporate purposes to support its continued growth, including investments in the Bank and future strategic acquisitions.

In July 2024, Renasant Bank sold substantially all of the assets of Renasant Insurance, Inc., its insurance agency (“Renasant Insurance”), for cash proceeds of $56,390 resulting in a positive after-tax impact to earnings of $34,092, which is net of transaction expenses.

Net interest income decreased $7,131 to $512,196 for 2024 as compared to $519,327 for 2023.

The decrease from 2023 to 2024 was due to the increase in deposit costs more than offsetting the increase in interest income from higher yields, bolstered by the growth in our average earning assets exceeding the growth in interest bearing deposits.

On April 1, 2025, the Company completed its merger with The First.

As of the effective date of the merger, The First operated 116 locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida, and had $7,572,811 in assets, $5,173,334 in loans and $6,449,393 in deposits, net of purchase accounting adjustments.

In October 2025, the Company redeemed $60,000 in subordinated notes assumed as part of the merger with The First.

The Company repurchased, at an average price of $34.29, 388,940 shares of its common stock in the fourth quarter of 2025 as part of its publicly-announced stock repurchase program.

Net interest income increased $291,773 to $803,969 for 2025 as compared to $512,196 for 2024.

The increase from 2024 to 2025 was primarily due to the addition of The First’s loan portfolio and strong organic loan growth in 2025.

Net charge-offs as a percentage of average loans were 0.15% and 0.06% in 2025 and 2024, respectively.

The Company recorded a provision for credit losses of $9,273 in 2024 as compared to a provision for credit losses of $15,593 in 2023.

The Company recorded a provision for credit losses on loans of $107,457 in 2025 as compared to a provision for credit losses on loans of $9,273 in 2024.

This increase is primarily due to the Day 1 provision recognized in the merger with The First and strong organic loan growth in 2025.

Noninterest income was $181,880 for 2025 compared to $203,660 for 2024.

The increase in noninterest income is primarily attributable to the sale of Renasant Insurance in 2024 resulting in a pre-tax gross gain on sale of $53,349.

Also in 2023, the Company recognized net losses on sales of securities (including impairments) in connection with the repositioning of our securities portfolio.

The decrease in noninterest income is primarily attributable to the elevated level of noninterest income in 2024 from the sale of Renasant Insurance, Inc.

that resulted in a pre-tax gross gain on sale of $53,349, offset by fee and other noninterest income generated from the operations acquired in the merger with The First.

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

The increase in noninterest expense is primarily attributable to the aforementioned merger and conversion related expenses in connection with the Company’s announced acquisition of The First and the sale of Renasant Insurance.

Loans, net of unearned income, were $12,885,020 at December 31, 2024 compared to $12,351,230 at December 31, 2023, an increase of 4.3%.

The increase in noninterest expense is primarily attributable to the additional operations and merger and conversion-related expenses in connection with the Company’s merger with The First.

Loans held for investment, net of unearned income, were $19,047,039 at December 31, 2025 compared to $12,885,020 at December 31, 2024.

The Company acquired $5,173,334 of loans from the merger with The First.

Deposits totaled $21,473,070 at December 31, 2025 compared to $14,572,612 at December 31, 2024.

The Company used core retail deposit growth to paydown $461,441 in brokered deposits during the year.

The Company assumed $6,449,393 of deposits from the merger with The First.

A historical look at key performance indicators is presented below.

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Diluted EPS $ 2.07 $ 3.27 $ 2.56

Diluted EPS Growth 27.73 % (13.22) % (5.45) %

Adjusted Diluted EPS (1)

$ 3.06 $ 2.76 $ 3.15

Net Interest Margin 3.79 % 3.34 % 3.45 %

Adjusted Net Interest Margin (1)

3.57 % 3.31 % 3.42 %

Shareholders’ Equity to Assets 14.52 % 14.85 % 13.23 %

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Return on Average Assets 0.74 % 1.11 % 0.84 %

Adjusted Return on Average Assets (1)

1.10 % 0.94 % 1.03 %

Return on Average Tangible Assets (1)

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Return on Average Shareholders’ Equity 5.14 % 7.92 % 6.50 %

Return on Average Tangible Shareholders’ Equity (1)

Return on Average Tangible Common Equity (1)

9.65 % 13.63 % 12.29 %

Adjusted Return on Average Tangible Common Equity (1)

13.79 % 11.55 % 15.02 %

Efficiency Ratio 65.00 % 63.57 % 68.33 %

Adjusted Efficiency Ratio (1)

57.46 % 66.30 % 63.48 %

(1) These performance indicators are non-GAAP financial measures.

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

Critical Accounting Policies and Estimates

Critical Accounting Estimates

Our financial statements are prepared using accounting estimates for various accounts.

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Allowance for Credit Losses on Loans

The accounting estimate most important to the presentation of our financial statements that involves considerable subjective judgment and evaluation by management is the allowance for credit losses and the related provision for credit losses.

The allowance for credit losses and the related provision for credit losses is the accounting estimate most important to the presentation of our financial statements that involves considerable subjective judgment and evaluation by management.

The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”;

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The discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report provides more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses.

Although we consider all reasonably-available information that we believe is relevant to making the assumptions that underlie the Company’s determination of the appropriate amount of the allowance for credit losses, if actual economic or other conditions ultimately differ substantially from the assumptions we used in making the evaluation, then future adjustments (positive or negative) to the allowance may be necessary.

Additionally, banking regulators periodically review our allowance for credit losses and may require us to recognize adjustments to the allowance based on their subjective judgment of information available to them at the time of their examination.

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

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

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

Financial Condition

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Total assets were $26,751,426 at December 31, 2025 compared to $18,034,868 at December 31, 2024.

The acquisition of The First increased total assets by $7,572,811 at April 1, 2025.

Mergers and Acquisitions

On April 1, 2025 the Company completed its merger with The First.

At closing, The First merged with and into the Company, with the Company the surviving corporation in the merger;

immediately thereafter, The First Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger.

For more information, including the fair value of assets acquired and liabilities assumed, see Note 2, “Mergers and Acquisitions,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

The securities portfolio is used to provide a source for meeting liquidity needs and to supply securities to be used in collateralizing certain deposits and other types of borrowings.

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Securities, net of allowance for credit losses $ 3,590,891 $ 1,957,125

During 2024, we deployed a portion of our liquidity into the securities portfolio and purchased $174,229 in investment securities, with mortgage-backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprising the majority of such purchases.

During 2025, the Company acquired $1,457,377 in investment securities in connection with its merger with The First.

Investment securities purchased during 2025 totaled $1,201,061, which was funded partly by the sale and reinvestment of $686,485 of securities acquired in the merger, and the remainder by the reinvestment of cash flows from securities.

Mortgage-backed securities and collateralized mortgage obligations (“CMOs”), in the aggregate, comprised the majority of such purchases.

CMOs are included in the “Mortgage-backed securities” line item in the above table.

The mortgage-backed securities and CMOs held in our investment portfolio are issued by government sponsored entities.

Proceeds from the sale of securities in 2024 totaled $177,185, which the Company had the intent to sell as of December 31, 2023, and therefore recognized a non-credit related impairment loss of $19,352 in 2023 in addition to losses on sales of securities earlier in the year of $22,438 .

Proceeds from the sale of securities in 2025 total $686,485, all of which reflects proceeds from the sale of a portion of the securities portfolio acquired in the acquisition of The First, which were sold at carrying value.

During 2025, proceeds from maturities and calls of securities totaled $413,319, and such proceeds were primarily used to fund loan growth.

During 2024, we purchased $174,229 in investment securities, with mortgage-backed securities and CMOs, in the aggregate, comprising the majority of such purchases.

Proceeds from the sale of securities in 2023 totaled $488,981.

Proceeds from maturities and calls of securities during 2024 totaled $191,008, which were primarily reinvested in the securities portfolio or used to fund loan growth.

During the year ended December 31, 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio.

The related net unrealized losses of $99,675 (after tax losses of $74,307) remained in accumulated other comprehensive income (loss) and are amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities.

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

The related net unrealized losses of $99,675 ($74,307 after tax) remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities.

At December 31, 2025, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $40,435.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis in accordance with ASC 326.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis.

Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type.

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It is not more likely than not that the Company will be required to sell any security in the investment portfolio prior to the recovery of its amortized cost basis, which may be maturity.

Furthermore, more than 90% of available for sale securities have the explicit or implicit backing of the United States government.

Performance of these securities has been in line with broader market price performance, indicating to management that increases in market-based,

risk free rates, and not credit-related factors, are the reason for the losses.

Furthermore, more than 90% of available for sale securities have the explicit or implicit backing of the United States government or a guarantee from a government sponsored entity that has perceived credit risk the same as the United States government.

Performance of these securities has been in line with broader market price performance, indicating to management that increases in market-based, risk free rates, and not credit-related factors, are the reason for the losses.

For municipal and corporate securities, the Company considers historical experience with credit sensitive securities, current market conditions, the financial health of the issuer, current credit ratings, ratings changes and outlook, explicit and implicit guarantees, and/or insurance programs when determining the fair value of the contractual cash flows.

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

Government agency MBS 372,414 1.93 %

Government agency CMO 354,882 1.86 %

Agency mortgage backed securities 323,993 1.88 %

Collateralized mortgage obligations 320,258 1.87 %

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

Government agency MBS 16,961 1.79 %

Government agency CMO 43,662 1.79 %

Agency mortgage backed securities 16,938 1.80 %

Collateralized mortgage obligations 42,079 1.75 %

Other debt securities not due at a single maturity date:

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

Government agency MBS 185,292 1.95 %

Government agency CMO 475,311 1.99 %

Agency mortgage backed securities 793,154 4.21 %

Collateralized mortgage obligations 706,986 3.19 %

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

Government agency MBS 11,373 3.53 %

Government agency CMO 146,510 2.24 %

Agency mortgage backed securities 100,314 4.30 %

Collateralized mortgage obligations 419,356 3.39 %

Other debt securities not due at a single maturity date:

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In the table above, weighted average yields on tax-exempt obligations have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%.

These yields were calculated using coupon interest for the month of December of 2024, adjusted for discount accretion and premium amortization, where applicable.

These yields were calculated using coupon interest for December 2025, adjusted for discount accretion and premium amortization, where applicable.

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

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The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market.

Under a “mandatory delivery” sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date.

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.

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Loans held for investment, which excludes loans held for sale, is the Company’s most significant earning asset, comprising 71.20% and 71.45% of total assets at December 31, 2025 and 2024, respectively.

This percentage will fluctuate based on a number of factors, including the extent of our loan growth and whether the Company has excess liquidity on its balance sheet.

This percentage fluctuates based on a number of factors, including the extent of our loan growth and whether the Company has excess liquidity on its balance sheet.

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

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

December 31, 2024 December 31, 2023

Loans Percentage of Total Loans Total

Loans Percentage of Total Loans

Commercial, financial, agricultural $ 1,885,817 14.64 % $ 1,871,821 15.15 %

Lease financing, net of unearned discount 90,591 0.70 % 116,020 0.94 %

Real estate – construction:

Commercial and industrial $ 2,818,326 14.79 % $ 1,976,286 15.34 %

Construction and land development

Residential 382,773 2.01 % 256,661 1.99 %

Commercial 836,998 6.50 % 1,063,781 8.61 %

Total real estate – construction 1,093,653 8.49 % 1,333,397 10.79 %

Other 1,522,863 8.00 % 1,065,148 8.27 %

Total construction and land development 1,905,636 10.01 % 1,321,809 10.26 %

Real estate – 1-4 family mortgage:

Primary 2,428,076 18.84 % 2,422,482 19.61 %

First lien 3,844,097 20.18 % 2,805,693 21.77 %

Junior lien 52,943 0.28 % 25,441 0.20 %

Home equity 737,993 3.87 % 544,160 4.22 %

Rental/investment 402,938 3.13 % 373,755 3.03 %

Land development 113,705 0.88 % 120,994 0.98 %

Total real estate – 1-4 family mortgage 4,635,033 24.33 % 3,375,294 26.19 %

Real estate – commercial mortgage:

Owner-occupied 1,894,679 14.70 % 1,648,961 13.35 %

Non-owner occupied 4,226,937 32.81 % 3,733,174 30.23 %

Land development 114,452 0.89 % 104,415 0.85 %

Total real estate – commercial mortgage 6,236,068 48.40 % 5,486,550 44.43 %

Installment loans to individuals 90,014 0.70 % 103,523 0.84 %

Commercial real estate - owner occupied 3,334,664 17.51 % 1,894,679 14.70 %

Commercial real estate - non-owner occupied

Multi family 1,392,779 7.31 % 985,037 7.64 %

Other 4,852,701 25.48 % 3,241,901 25.17 %

Total commercial real estate - non-owner occupied 6,245,480 32.79 % 4,226,938 32.81 %

Consumer 107,900 0.57 % 90,014 0.70 %

Total loans, net of unearned income $ 19,047,039 100.00 % $ 12,885,020 100.00 %

Loan concentrations exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions.

At December 31, 2024 and 2023, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above.

The following table sets forth loans held for investment, net of unearned income, outstanding at December 31, 2025, which, based on remaining contractually-scheduled repayments of principal, are due in the periods indicated.

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Through Five Years After Five Years Through Fifteen Years After Fifteen Years Total

Commercial, financial, agricultural $ 1,326,851 $ 472,565 $ 86,116 $ 285 $ 1,885,817

Lease financing, net of unearned income 1,982 62,985 25,624 — 90,591

Real estate – construction:

Commercial and industrial 1,881,404 765,213 169,567 2,142 2,818,326

Construction and land development

Residential 276,817 17,020 35,052 53,884 382,773

Commercial 768,722 56,732 9,619 1,925 836,998

Total real estate – construction 952,900 61,981 52,139 26,633 1,093,653

Other 1,187,542 272,647 59,150 3,524 1,522,863

Total construction and land development 1,464,359 289,667 94,202 57,408 1,905,636

Real estate – 1-4 family mortgage:

Primary 199,628 525,684 896,711 806,053 2,428,076

First lien 498,629 1,014,722 876,311 1,454,435 3,844,097

Junior lien 22,534 21,231 9,143 35 52,943

Home equity 707,925 27,809 2,189 70 737,993

Rental/investment 95,919 290,406 16,289 324 402,938

Land development 102,306 11,136 263 — 113,705

Total real estate – 1-4 family mortgage 1,229,088 1,063,762 887,643 1,454,540 4,635,033

Real estate – commercial mortgage:

Owner-occupied 797,436 746,254 335,658 15,331 1,894,679

Non-owner occupied 2,598,060 1,427,044 200,986 847 4,226,937

Land development 64,153 47,750 2,549 — 114,452

Total real estate – commercial mortgage 3,459,649 2,221,048 539,193 16,178 6,236,068

Installment loans to individuals 36,495 41,526 11,973 20 90,014

Commercial real estate - owner occupied 1,466,125 1,296,159 537,030 35,350 3,334,664

Commercial real estate - non-owner occupied

Multi family 1,119,440 235,325 34,947 3,067 1,392,779

Other 2,749,658 1,753,421 346,396 3,226 4,852,701

Total commercial real estate - non-owner occupied 3,869,098 1,988,746 381,343 6,293 6,245,480

Consumer 43,335 56,860 7,444 261 107,900

Total loans, net of unearned income $ 9,953,409 $ 5,460,407 $ 2,077,229 $ 1,555,994 $ 19,047,039

Loan concentrations are considered to exist when there are loans to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions.

At December 31, 2025, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above.

Non-owner occupied commercial real estate loans were the largest concentration and comprised 32.79% of total loans at December 31, 2025.

The following table provides additional detail, broken down by collateral type, about loan segments within the non-owner occupied commercial real estate loan category as of the date presented.

December 31, 2025

Balance Average Loan Size Percentage of Total Loans Weighted-Average Loan-to-Value Percentage 30-89 Days Past Due Percentage

Non-performing

Hotels $ 723,192 $ 4,464 3.80 % 53 % — % — %

Self Storage 576,371 3,050 3.03 54 — —

Multi-Family 1,392,872 2,628 7.31 53 — 0.06

Office - Medical 394,098 1,932 2.07 53 — —

Office - Non-Medical 462,970 899 2.43 55 0.10 6.72

Retail 1,316,183 1,339 6.91 55 0.14 0.02

Senior Housing 301,598 5,484 1.58 58 0.37 3.71

Warehouse/Industrial 904,672 2,320 4.75 51 0.85 —

Other 173,524 1,205 0.91 54 0.29 —

Total non-owner occupied commercial mortgage term loans $ 6,245,480 $ 1,969 32.79 % 54 % 0.19 % 0.69 %

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

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

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Rate Variable

Commercial, financial, agricultural $ 439,653 $ 119,313

Lease financing, net of unearned income 88,609 —

Real estate – construction:

Commercial and industrial $ 785,832 $ 151,090

Construction and land development

Residential 73,781 32,175

Commercial 67,193 1,083

Total real estate – construction 104,278 36,475

Other 264,062 71,259

Total construction and land development 337,843 103,434

Real estate – 1-4 family mortgage:

Primary 1,098,447 1,130,001

First lien 1,815,802 1,529,666

Junior lien 21,229 9,180

Home equity 11,571 18,497

Rental/investment 291,955 15,064

Land development 11,058 341

Total real estate – 1-4 family mortgage 1,848,602 1,557,343

Real estate – commercial mortgage:

Owner-occupied 1,016,519 80,724

Non-owner occupied 1,506,161 122,716

Land development 48,183 2,116

Total real estate – commercial mortgage 2,570,863 205,556

Installment loans to individuals 52,295 1,224

Commercial real estate - owner occupied 1,662,135 206,404

Commercial real estate - non-owner occupied

Multi family 198,639 74,700

Other 1,869,694 233,349

Total commercial real estate - non-owner occupied 2,068,333 308,049

Consumer 63,296 1,269

Total loans, net of unearned income $ 6,766,041 $ 2,327,589

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Noninterest-bearing deposits were $5,043,960 and $3,403,981 at December 31, 2025 and 2024, respectively, while interest-bearing deposits were $16,429,110 and $11,168,631 at December 31, 2025 and 2024, respectively.

Interest-bearing deposits included brokered deposits at December 31, 2023 of $461,441, while the Company did not hold any brokered deposits at December 31, 2024.

The decrease in noninterest-bearing deposits across the Company’s footprint in 2024 and 2023 was primarily driven by increases in interest-bearing deposit rates.

Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits and time deposits greater than $250,000).

Noninterest-bearing deposits decreased to 23.36% of total deposits at December 31, 2024, as compared to 25.46% of total deposits at December 31, 2023, due to noninterest-bearing deposits being moved to other types of deposits or financial products bearing higher interest rates.

Under certain circumstances, management may elect to acquire non-core deposits (in the form of brokered or time deposits) or public fund deposits (which are deposits of counties, municipalities or other political subdivisions).

The Company did not hold any brokered deposits at December 31, 2025 or December 31, 2024.

The merger with The First increased total deposits at April 1, 2025 by $6,449,393, which consisted of $1,787,866 and $4,661,528 of noninterest-bearing deposit and interest-bearing deposits, respectively.

Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits).

Noninterest-bearing deposits increased to 23.49% of total deposits at December 31, 2025, as compared to 23.36% of total deposits at December 31, 2024, due to the assumption of noninterest-bearing deposits in connection with our acquisition of The First, offset by such deposits moving to other types of deposits or financial products bearing higher interest rates.

Under certain circumstances, management may elect to acquire non-core deposits (in the form of brokered deposits) or public fund deposits (which are deposits of counties, municipalities or other political subdivisions).

The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin as well as business opportunities that may accompany deposits we acquire.

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Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable.

Our public fund transaction accounts are principally obtained

from public universities and municipalities, including school boards and utilities.

Our public fund transaction accounts are principally obtained from public universities and municipalities, including school boards and utilities.

Public fund deposits at December 31, 2025 were $3,779,910 compared to $2,256,461 at December 31, 2024.

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

Public fund deposits in excess of the FDIC insurance limit but that were collateralized by pledged securities in the Company’s investment portfolio totaled $1,765,510.

Public fund deposits in excess of the FDIC insurance limit but that were collateralized by pledged securities in the Company’s investment portfolio and letters of credit backed by the Federal Home Loan Bank of Dallas totaled $1,732,787 and $1,147,450, respectively.

The following table shows the maturity of time deposits at December 31, 2025 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured:

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Borrowed Funds

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

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

Short-term borrowings have original maturities less than one year and typically include federal funds purchased, securities sold under agreements to repurchase, and short-term FHLB advances.

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The weighted-average interest rates on outstanding advances at December 31, 2025 and 2024 were 3.75% and 4.63%, respectively.

The Company assumed $298,250 of FHLB advances as a result of its merger with The First.

The following table presents our short-term borrowings by type at December 31:

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no long-term FHLB advances were outstanding.

The Company assumed $95,262 of subordinated notes and $25,653 of junior subordinated debentures as a result of its merger with The First, and on October 1, 2025, the Company redeemed $60,000 of the assumed subordinated notes.

The following table presents our long-term debt by type at December 31:

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Diluted earnings per share for the year ended December 31, 2025 was $2.07 as compared to $3.27 for the year ended December 31, 2024.

As described throughout this section, the Company’s acquisition of The First on April 1, 2025 had a significant impact on our results of operations for 2025.

From time to time, the Company incurs expenses and charges in connection with certain transactions with respect to which management is unable to accurately predict when these expenses or charges will be incurred or, when incurred, the amount of such expenses or charges.

The following table presents the impact of these expenses and charges on reported EPS for the dates presented.

The gain on the sale of mortgage servicing rights (“MSRs”), gain on extinguishment of debt and losses on security sales are discussed below under the “Noninterest Income” heading.

Twelve Months Ended December 31,

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Gain on sale of MSR $ 1,467 $ 1,102 $ 0.01 $ 3,724 $ 2,793 $ 0.05

Merger and conversion expenses 13,349 11,395 0.19 — — —

Gain on extinguishment of debt (56) (42) — (620) (503) (0.01)

Gain on sale of insurance agency — — — 53,349 38,951 0.65

Losses on security sales (including impairments) — — — 41,790 33,926 0.60

Balances in the table above are shown to reflect impact to income if removed (i.e.

negative balances for income items and positive balances for expense items).

Merger and conversion expenses (49,331) (37,620) (0.43) (13,349) (11,395) (0.19)

Day 1 acquisition provision (66,612) (50,026) (0.57) — — —

Net Interest Income

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Total net revenue consists of net interest income on a fully taxable equivalent basis and noninterest income.

The percentage of net interest income as a share of total net revenue decreased from prior years in 2024 due to the sale of our insurance agency and the corresponding increase in noninterest income.

If not for the sale of the insurance agency, the percentage of net interest income as a share of total net revenue would be consistent with prior years.

The primary concerns in managing net interest income are the volume, mix and repricing of assets and liabilities.

As discussed below, net interest income decreased 1.37% to $512,196 for 2024 compared to $519,327 in 2023.

On a tax equivalent basis, net interest income decreased $7,814 to $522,526 in 2024 as compared to $530,340 in 2023.

Changes in net interest income are driven by fluctuations in the volume, mix and repricing of assets and liabilities.

As discussed below, net interest income increased 56.97% to $803,969 for 2025 compared to $512,196 in 2024.

On a tax equivalent basis, net interest income increased $298,115 to $820,641 in 2025 as compared to $522,526 in 2024.

Net interest margin was 3.79% for 2025 as compared to 3.34% for 2024.

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

Interest income and weighted average yields on tax-exempt loans and securities have been computed on a fully tax equivalent basis assuming a federal tax rate of 21% and a state tax rate of 4.45%, which is net of federal tax benefit.

Interest income and weighted average yields on tax-exempt loans and securities have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%, and for loans, a state tax rate of 4.45%, which is net of federal tax benefit.

Net interest income and net interest margin are influenced by internal and external factors.

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External factors include changes in market interest rates, competition and the shape of the interest rate yield curve.

During 2024, the decline in net interest income and margin was primarily driven by the increase in the cost of deposits year over year.

The higher interest rate environment continued to benefit yields on earnings assets, which, coupled with steady loan growth, resulted in an increase in interest income year over year, but this increase was offset by an increase in deposit interest expense.

The rate environment negatively impacted both the cost and mix of our funding sources while we continued to grow deposits.

The Company has continued its efforts to mitigate increases in the cost of funding through maintaining noninterest-bearing deposits and staying disciplined yet competitive in pricing on interest-bearing deposits in the current rate environment.

The addition of The First’s loan portfolio and strong organic loan growth in 2025 were the largest contributing factors to the increase in net interest income for the year ended December 31, 2025, as compared to 2024.

Lower interest rates and the addition of The First’s deposits generated a positive impact to both the cost and mix of our funding sources.

The Company has continued its efforts to mitigate increases in the cost of funding due to competition or otherwise through maintaining noninterest-bearing deposits and staying disciplined yet competitive in pricing on interest-bearing deposits in the current rate environment.

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

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(2) changes in yield/rate (changes in yield/rate multiplied by prior volume);

and (3) changes in both yield/rate and volume (changes in yield/rate

multiplied by changes in volume).

and (3) changes in both yield/rate and volume (changes in yield/rate multiplied by changes in volume).

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

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Change in net interest income $ 216,965 $ 81,150 $ 298,115 $ 40,672 $ (48,486) $ (7,814)

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

Interest income, on a tax equivalent basis, was $1,278,931 for 2025 compared to $898,107 for 2024, an increase of $380,824.

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This increase was primarily due to a $4,743,140 increase in our average balance of loans to $17,322,283 in 2025 from $12,579,143 in 2024, bolstered by a continued mix shift from the repricing of maturing fixed rate lower yielding assets into higher yielding assets.

The increase in our average balance of loans was driven largely by the addition of $5,173,334 in loans acquired in the merger with The First, coupled with strong organic loan growth during 2025.

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

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Impact to net interest margin 0.22 % 0.01 %

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

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

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

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

The following table presents the taxable equivalent yield on securities for the periods presented:

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The cost of interest-bearing deposits was 2.77% and 3.21% for the same respective periods.

The increase in both deposit expense and cost is attributable to the Company’s efforts to offer competitive deposit rates in the high interest rate environment and the continued focus on deposit growth, even while the Company continued its efforts to maintain noninterest-bearing deposits.

The increase in deposit expense and decrease in cost is attributable to the acquisition of The First’s deposits.

The cost of total deposits was also affected by the Federal Reserve’s rate cuts during the second halves of 2024 and 2025.

The payoff of higher costing brokered deposits in 2024 has also helped lower our total deposit cost.

The Company has continued its efforts to maintain non-interest bearing deposits.

Low cost deposits continue to be the preferred choice of funding;

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Interest expense on total borrowings was $45,737 and $28,989 for the years ending December 31, 2025 and 2024, respectively, while the cost of total borrowings was 4.81% and 5.12% for the years ended December 31, 2025 and 2024, respectively.

The decrease in interest expense is a result of lower average borrowings during 2024.

The increase in interest expense on borrowings is due to higher average short-term borrowings and the additional subordinated notes and other long-term borrowings added as a result of the merger with The First.

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

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Noninterest Income to Average Assets

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

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

Our focus is to develop and enhance our products that generate noninterest income in order to diversify our revenue sources.

Noninterest income as a percentage of total net revenue was 18.14% and 28.05% for 2025 and 2024, respectively.

Noninterest income was $203,660 for the year ended December 31, 2024, an increase of $90,585, or 80.11%, as compared to $113,075 for 2023.

The increase during the year was driven primarily by the gain on the sale of Renasant Insurance in July 2024 (which is also the reason that our noninterest income as a percentage of total net revenue was elevated as compared to 2023).

The Company also recognized a loss on the sale of securities (including impairment charges) during 2023.

Noninterest income was $181,880 for the year ended December 31, 2025, a decrease of $21,780, or 10.69%, as compared to $203,660 for 2024.

The decrease in noninterest income year-over-year, both in amount and as a percentage of our total net revenue, was primarily due to the elevated level of noninterest income in 2024 resulting from the gain on sale of

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

Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees.

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Overdraft fees, the largest component of service charges on deposits, increased to $25,942 for the twelve months ended December 31, 2025 compared to $20,611 for the same period in 2024.

Fees and commissions decreased to $16,190 in 2024 as compared to $17,901 in 2023.

Fees and commissions increased to $19,796 in 2025 as compared to $16,190 in 2024.

Fees and commissions include fees related to deposit services, such as ATM fees and interchange fees on debit card transactions.

Interchange fees on debit card transactions, the largest component of fees and commissions, were $10,722 for the twelve months ended December 31, 2025 compared to $8,911 for the same period in 2024.

The Company sold Renasant Insurance in July 2024 recognizing a gross gain on sale of $53,349.

Prior to the sale, income earned on insurance products in 2024 was $5,473, as compared to $11,102 for the year ended December 31, 2023.

Contingency income is a bonus received from the insurance underwriters and is based both on commission income and claims experience on our clients’ policies during the previous year.

Increases and decreases in contingency income are reflective of corresponding increases and decreases in the amount of claims paid by insurance carriers.

Contingency income, which is included in the “Other noninterest income” line item on the Consolidated Statements of Income, was $987 and $970 for 2024 and 2023, respectively.

Our Wealth Management segment has two divisions:

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In 2025, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $7,886 for a pre-tax gain of $1,467.

The Company recognized a gain of $547 in 2023 related to the release of a holdback on previously sold mortgage servicing rights assets.

In 2024, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $19,539 for a pre-tax gain of $3,472.

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

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

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

Losses on sales of securities for the twelve months ended 2023 were $22,438, resulting from the sale of approximately $511,419 in securities.

The Company also determined to sell a portion of its available-for-sale securities portfolio in December 2023 and thus recognized an impairment on those identified securities of $19,352 as of year-end (the securities were subsequently sold in January 2024).

There were no other net gains or losses on sales of securities during 2024.

For more information on securities sold in 2024, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

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

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds.

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Other noninterest income was $27,355 for 2025 compared to $15,311 for 2024.

In addition to the contingency income described above, other noninterest income includes income from our SBA banking division, our capital markets division and other miscellaneous income and can fluctuate based on production within our SBA and capital markets divisions and recognition of

other nonseasonal income items.

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

Other noninterest income includes income from our SBA banking division, our capital markets division and other miscellaneous income and can fluctuate based on production within our SBA and capital markets divisions and recognition of other seasonal income items.

Noninterest Expense

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During 2025, salaries and employee benefits increased $84,795, or 29.88%, to $368,563 as compared to $283,768 for 2024.

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

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

Compensation expense recorded in connection with awards of restricted stock, which is included within salaries and employee benefits, was $15,015 and $12,736 for 2025 and 2024, respectively.

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Data processing costs increased $4,674 to $20,704 in 2025 from $16,030 in 2024.

The increase in data processing costs is attributable to the acquisition of The First and the cost associated with operating two core systems until conversion in August 2025.

The Company continues to examine new and existing contracts to negotiate favorable terms to offset the increased variable cost components of our data processing costs, such as new accounts and increased transaction volume.

Net occupancy and equipment expense in 2024 was $45,960, a decrease of $511 from $46,471 for 2023.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with newly-enacted and existing banking and governmental regulation.

Net occupancy and equipment expense in 2025 was $63,651, an increase of $17,691 from $45,960 for 2024.

The increase in net occupancy and equipment expense is primarily due to the additional locations and assets attributable to the merger with The First.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with managing changes to banking and governmental regulation.

Professional fees were $14,869 for 2025 as compared to $12,418 for 2024.

Advertising and public relations expense was $18,355 for 2025, an increase of $2,145 compared to $16,210 for 2024.

During 2024 and 2023, the Company contributed approximately $1,255 and $1,392, respectively, to charitable organizations throughout Mississippi, Georgia and Alabama, for which it received a dollar-for-dollar tax credit, and such contributions are included in our advertising and public relations expense.

During 2025 and 2024, the Company contributed approximately $1,125 and $1,255, respectively, to charitable organizations and government economic development programs, which contributions are included in our advertising and public relations expense, and for which the Company received a dollar-for-dollar tax credit.

Amortization of intangible assets totaled $27,103 for 2025 compared to $4,691 for 2024.

This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition.

These finite-lived intangible assets have remaining estimated useful lives ranging from approximately one year to ten years.

The increase for 2025 is primarily due to the addition of the core deposit intangible associated with our merger with The First.

These finite-lived intangible assets have remaining estimated useful lives ranging from approximately 1 year to 10 years.

Communication expenses are those expenses incurred for communication to clients and between employees.

Communication expenses were $13,665 for 2025 as compared to $8,379 for 2024.

Merger and conversion related expenses totaled $13,349 in 2024.

These expenses are related to the announced acquisition of The First and the sale of Renasant Insurance.

There were no such expense in 2023.

The increase in communication costs is attributable to the acquisition of The First and the cost associated with additional clients and employees.

Merger and conversion related expenses totaled $49,331 and $13,349 in 2025 and 2024, respectively.

These expenses are primarily related to the completed acquisition of The First in April 2025.

A portion of the expense in 2024 is also related to the sale of Renasant Insurance, Inc.

Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense, fraud losses and other miscellaneous fees and operating expenses.

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Increased levels of fraud losses from, for example, counterfeit or forged checks, unauthorized debit card charges and wire fraud, is the primary reason for the increase in other noninterest expense.

Working with its vendors, the Company is actively working to implement policies and procedures designed to curtail the opportunity for, and the losses resulting from, fraud.

Working with its vendors, the Company is actively working to implement policies and procedures designed to strengthen fraud detection and prevention and curtail the losses resulting from fraud.

Efficiency Ratio

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(This ratio is a measure of our ability to turn expenses into revenue.

That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate a dollar of revenue.) The Company calculates this ratio by dividing noninterest expense by the sum of net interest income on a fully tax

equivalent basis and noninterest income.

The efficiency ratio for 2024 was positively impacted by 504 basis points due to the sale of the insurance agency and was negatively impacted by 184 basis points due to merger and conversion expenses.

The efficiency ratio for 2023 was negatively impacted by 496 basis points due to losses and impairments on strategic sales of securities.

The gain on sale of the insurance agency that occurred in the third quarter of 2024 resulted in a significant enhancement to our efficiency ratio for 2024, while merger and conversion expenses associated with the acquisition of The First negatively impacted our efficiency ratio for 2025.

We remain committed to aggressively managing our costs within the framework of our business model.

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Income tax expense for 2025 and 2024 was $45,460 and $49,508, respectively.

The effective tax rates for those years were 20.21% and 18.35%, respectively, with the increase in rate driven primarily by changes in the Company’s BOLI portfolio, nondeductible transaction costs related to our potential merger with The First and the gain on the divestiture of the insurance agency.

The effective tax rates for those years were 20.05% and 20.21%, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax provisions, was signed into law in the U.S.

While we expect to take advantage of certain provisions of this legislation, such as the reinstatement of 100% first year bonus depreciation, the OBBBA is not expected to have a material impact on the Company’s income tax expense.

For additional information regarding the Company’s income taxes, please refer to in Note 15, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Risk Management

The management of risk is an on-going process.

The management of risk is an ongoing process.

Primary risks that are associated with the Company include credit, interest rate and liquidity risk.

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Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees.

The Company’s central appraisal review department reviews and approves third-party appraisals obtained by the Company on real estate collateral and monitors loan maturities to ensure updated appraisals are obtained.

This department is managed by a State Certified General Real Estate Appraiser and employs three additional State Certified General Real Estate Appraisers and four real estate evaluators.

The Company’s central appraisal review department orders, reviews and approves third-party appraisals obtained by the Company on real estate collateral and monitors loan maturities to ensure updated appraisals are obtained.

This department is managed by a State Certified General Real Estate Appraiser and employs four additional State Certified General Real Estate Appraisers and four real estate evaluators.

In addition, we maintain a loan review staff to independently monitor loan quality and lending practices.

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This information is used to assist management in monitoring credit quality.

Loan requests are reviewed for approval by senior credit officers.

Loan requests are reviewed for approval by lenders, senior credit officers and management, based on exposure.

For commercial and commercial real estate secured loans, internal risk-rating grades are assigned by lending, credit administration and loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan.

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For more information about the Company’s loan grades, see the information under the heading “Credit Quality” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

Management’s problem asset resolution committee and the Board of Directors Credit Review Committee monitor loans that are past due or those that have been downgraded and are considered special mention or substandard due to a decline in the collateral value or cash flow of the debtor;

the committees then adjust loan grades accordingly.

This information is used to assist management in monitoring credit quality.

Management monitors loans that are past due or those that have been downgraded and are considered special mention or substandard due to a decline in the collateral value or cash flow of the debtor.

Management adjusts loan grades accordingly with final approval by loan review.

The problem asset resolution committee and the Board of Directors Credit Review Committee provide oversight of the management of past due and downgraded loans.

Information about past due, special mention and substandard loans is used to assist management in monitoring credit quality.

When the ultimate collectability of a loan’s principal is in doubt, wholly or partially, the loan is placed on nonaccrual.

After all collection efforts have failed, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings initiated.

The collateral is sold at public auction for fair market value (based upon recent appraisals described in the above paragraph), with fees associated with the foreclosure being deducted from the sales price.

The purchase price is applied to the outstanding loan balance.

If the loan balance is greater than the sales proceeds, the deficient balance is sent to the Credit Review Committee for charge-off approval.

After all collection efforts have failed, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings or a deed in lieu of foreclosure initiated.

Foreclosed real estate collateral is classified as other real estate owned.

The real estate is marketed and sold by realtors engaged by the Bank with fees associated with the foreclosure, maintenance and marketing of the real estate being deducted from the sales price.

The purchase price is applied to the outstanding other real estate owned balance.

If the other real estate owned balance is greater than the sales proceeds, the deficient balance is sent to the Credit Review Committee for charge-off approval.

The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified.

These charge-offs reduce the allowance for credit losses on loans.

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

The Company’s practice is to charge off estimated losses as soon as such loss is identified and reasonably quantified.

Net charge-offs for 2024 were $8,070, or 0.06% as a percentage of average loans, compared to net charge-offs of $12,330, or 0.10% as a percentage of average loans, for 2023.

The charge-offs in 2024 were fully reserved for in the Company’s allowance for credit losses.

Allowance for Credit Losses on Loans;

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Loan losses are charged against the allowance for credit losses when management confirms the uncollectability of a loan balance.

Subsequent recoveries, if any, are credited to the allowance.

Subsequent recoveries, if any, are credited to the

Management evaluates the adequacy of the allowance on a quarterly basis.

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Balance % of Total Balance % of Total

Commercial, financial, agricultural $ 38,527 14.64 % $ 43,980 15.15 %

Lease financing 3,368 0.70 % 2,515 0.94 %

Real estate – construction 15,126 8.49 % 18,612 10.79 %

Commercial and industrial $ 57,831 19.67 % $ 41,864 20.75 %

Construction and land development 31,359 10.67 19,200 9.52

Real estate - 1-4 family mortgage 61,249 20.84 45,498 22.55

Real estate – commercial mortgage 90,204 48.40 % 77,020 44.43 %

Installment loans to individuals 6,770 0.70 % 9,168 0.84 %

Commercial real estate - owner occupied 38,961 13.25 16,993 8.42

Commercial real estate - non-owner occupied 99,605 33.88 71,664 35.52

Consumer 4,950 1.69 6,537 3.24

Total $ 293,955 100.00 % $ 201,756 100.00 %

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

The Company recorded a provision for credit losses on loans of $11,248 during 2024, as compared to $18,793 during 2023.

The Company’s allowance for credit loss model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years.

While credit metrics remained relatively stable, loan growth caused the Company’s model to indicate that the aforementioned provision for credit losses on loans was appropriate during 2024.

Provision for Credit Losses on Loans to Average Loans

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

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Provision for credit losses on loans 92,573 11,248

Commercial, financial, agricultural 4,463 8,838

Lease financing 642 1,524

Real estate – construction 145 57

Commercial and industrial (19,527) $ (5,105)

Construction and land development (374) (152)

Real estate - 1-4 family mortgage (1,457) (966)

Real estate – commercial mortgage 5,737 5,568

Installment loans to individuals 1,856 2,636

Commercial real estate - owner occupied (5,717) (37)

Commercial real estate - non-owner occupied (160) (5,693)

Consumer (1,524) (1,856)

Total charge-offs (28,759) (13,809)

Commercial, financial, agricultural 1,710 3,090

Lease financing 34 18

Real estate – construction — 48

Commercial and industrial 2,047 1,745

Construction and land development 10 —

Real estate - 1-4 family mortgage 221 165

Real estate – commercial mortgage 2,278 712

Installment loans to individuals 1,551 2,453

Commercial real estate - owner occupied 448 112

Commercial real estate - non-owner occupied 204 2,166

Consumer 452 1,551

Total recoveries 3,382 5,739

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Nonaccrual loans to total loans:

0.88 % 0.56 %

The decrease in the ratio of the allowance for credit losses on loans to each of nonperforming loans and nonaccrual loans is primarily attributable to the increase in nonaccrual loans from the prior year.

The migration of three large relationships accounted for a significant majority of the increase in nonaccrual loans from 2023.

The reserve for each loan, if any, is derived from the value of the underlying collateral and is believed to be sufficient to cover any expected loss.

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

The Company recorded a provision for credit losses on loans of $92,573 (which included the Day 1 provision of $62,190), or 0.53% of average loans during 2025, as compared to $11,248, or 0.16% of average loans during 2024.

The increase in the allowance for credit losses was primarily driven by loan balance increase from a combination of organic loan growth and from the acquisition of The First, and changes in the macroeconomic environment and qualitative factors.

The Company’s allowance for credit loss considers current conditions, economic projections, primarily the national unemployment rate and GDP over a reasonable and supportable period of two years, historical loss data, and environmental factors.

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

The charge-offs in 2025 were fully reserved for in the Company’s allowance for credit losses.

Net Charge-offs Average Loans Net Charge-offs to Average Loans Net Charge-offs Average Loans Net Charge-offs to Average Loans

Commercial, financial, agricultural $ 2,753 $ 1,848,195 0.15% $ 5,748 $ 1,761,103 0.33%

Lease financing 608 101,517 0.60% 1,506 119,376 1.26%

Real estate – construction 145 1,264,819 0.01% 9 1,347,228 —%

Commercial and industrial $ (17,480) $ 2,591,789 (0.67)% $ (3,360) $ 1,947,731 (0.17)%

Construction and land development (364) 1,755,665 (0.02)% (152) 1,442,096 (0.01)%

Real estate - 1-4 family mortgage (1,236) 4,323,892 (0.03)% (801) 3,328,630 (0.02)%

Real estate – commercial mortgage 3,459 5,842,796 0.06% 4,856 5,241,881 0.09%

Installment loans to individuals 305 94,448 0.32% 183 111,000 0.16%

Commercial real estate - owner occupied (5,269) 2,946,647 (0.18)% 75 1,763,383 —%

Commercial real estate - non-owner occupied 44 5,594,198 —% (3,527) 4,003,073 (0.09)%

Consumer (1,072) 110,092 (0.97)% (305) 94,230 (0.32)%

Total $ (25,377) $ 17,322,283 (0.15)% $ (8,070) $ 12,579,143 (0.06)%

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

Real estate – construction:

Residential $ 145 $ 9

Real estate – 1-4 family mortgage:

Primary 392 (111)

Home equity 414 76

Rental/investment (5) 82

Land development (1) (19)

Total real estate – 1-4 family mortgage 800 28

Real estate – commercial mortgage:

Owner-occupied (75) 157

Non-owner occupied 3,527 4,699

Land development 7 —

Total real estate – commercial mortgage 3,459 4,856

Total net charge-offs of loans secured by real estate $ 4,404 $ 4,893

Allowance for Credit Losses on Unfunded Commitments;

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Beginning balance $ 14,943 $ 16,918

Recovery of credit losses on unfunded loan commitments (1,975) (3,200)

Provision (reversal of) for credit losses on unfunded loan commitments 14,884 (1,975)

Ending balance $ 29,827 $ 14,943

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Nonperforming assets to total assets 0.71 % 0.68 %

The level of nonperforming loans increased $43,905 from December 31, 2023, while other real estate owned decreased $949 during the same period.

The increase in nonperforming loans is primarily due to current macroeconomic conditions with the impact spread among commercial and consumer loans.

The level of nonperforming loans increased $62,743 from December 31, 2024, while other real estate owned increased $6,518 during the same period.

The increase in nonperforming loans and other real estate is primarily due to the acquisition of The First.

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

Commercial, financial, agricultural $ 2,000 $ 6,282

Lease financing 4,083 —

Real estate – construction:

Commercial and industrial $ 28,002 $ 6,083

Construction and land development

Residential 2,033 1,223

Commercial 16 —

Total real estate – construction 1,239 —

Other 5,697 5,064

Total construction and land development 7,730 6,287

Real estate - 1-4 family mortgage

Primary 55,037 44,174

First lien 60,874 54,313

Junior lien 1,483 1,112

Home equity 3,074 3,404

Rental/investment 388 2,238

Land development 1,760 19

Total real estate – 1-4 family mortgage 65,431 58,829

Real estate – commercial mortgage:

Owner-occupied 12,679 3,373

Non-owner occupied 29,280 9,774

Land development 3,291 300

Total real estate – commercial mortgage 45,250 13,447

Installment loans to individuals 114 361

Total nonperforming loans $ 113,275 $ 69,370

Commercial real estate - owner occupied 31,303 12,679

Commercial real estate - non-owner occupied

Multi family 785 —

Other 42,610 29,280

Total commercial real estate - non-owner occupied 43,395 29,280

Consumer 157 117

Loans, net of unearned income 176,018 113,275

Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans at December 31, 2025.

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Total loans 30-89 days past due on which interest was still accruing were $89,162 at December 31, 2025 as compared to $39,842 at December 31, 2024.

Certain modifications of loans made to borrowers experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay (including extension of the amortization period), or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, are required to be disclosed in accordance with ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”).

Unused commitments relating to such modified loans totaled $1,135 and $3,115 at December 31, 2024 and 2023, respectively.

Upon the Company’s determination that a modification has been subsequently deemed uncollectible, the loan, or portion of the loan, is charged off, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is adjusted accordingly.

See the information under the heading “Certain Modifications to Borrowers Experiencing Financial Difficulties” in Note 3, “Loans,” Item 8, Financials Statements and Supplementary Data, in this report for more information.

Certain modifications of loans made to borrowers experiencing financial difficulty.

See the information under the heading “Certain Modifications to Borrowers Experiencing Financial Difficulties” in Note 3, “Loans,” in Item 8, Financials Statements and Supplementary Data, in this report for more information.

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

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Balance as of January 1 $ 8,673 $ 9,622

Acquired OREO 11,032 —

Transfers of loans 12,341 2,612

1 unchanged sentence

Dispositions (16,190) (3,123)

Other (2,425) (21)

Balance as of December 31 $ 15,191 $ 8,673

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Market risk is the risk of loss from adverse changes in market prices and rates.

The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets and inventories.

The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from those of most commercial and industrial companies, which have significant investments in fixed assets and inventories.

Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking activities.

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

The following table presents the projected impact of a change in interest rates on (1) static EVE and (2) earnings at risk (that is, net interest income) for the 1-12 and 13-24 month periods commencing January 1, 2025, in each case as compared to the result under rates present in the market on December 31, 2024.

under rates present in the market on December 31, 2024.

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

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

Core deposits, which are deposits excluding time deposits greater than $250,000 and brokered deposits, are the major source of funds used by the Bank to meet short- and long-term cash flow needs.

Core deposits, which are deposits excluding brokered deposits, are the major source of funds used by the Bank to meet short- and long-term cash flow needs.

Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring the Bank’s liquidity.

We may also choose to access the brokered deposit market where rates are favorable to other sources of liquidity.

We did not hold any brokered deposits at December 31, 2024, while our brokered deposits were $461,446 at December 31, 2023.

The maturities of these deposits are described in the table under the “Contractual Obligations” heading below.

We may also choose to access the brokered deposit market where rates are favorable to other sources of liquidity, although we did not hold any brokered deposits at December 31, 2025 or December 31, 2024.

Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the ALCO.

At December 31, 2024 and 2023, the Company remained below limits on brokered deposits and other funding sources established by the ALCO.

Our investment portfolio is another alternative for meeting liquidity needs.

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At December 31, 2025, securities with a carrying value of $1,760,542 were pledged to secure government, public, trust, and other deposits and as collateral for short-term borrowings and derivative instruments as compared to $843,870 at December 31, 2024.

Other sources available for meeting liquidity needs include federal funds purchased, security repurchase agreements and short-term and long-term advances from the FHLB.

Other sources available for meeting short- and long-term liquidity needs include federal funds purchased, security repurchase agreements, short-term and long-term advances from the FHLB, borrowings from the Federal Reserve Discount Window and lines of credit with other commercial banks.

Interest is charged at the prevailing market rate on these borrowings.

Federal funds are short term borrowings, generally overnight borrowings, between financial institutions, while security repurchase agreements represent funds received from customers, generally on an overnight or continuous basis, that are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company.

There were no federal funds purchased outstanding at December 31, 2024, and 2023, while security repurchase agreements were $8,018 at December 31, 2024, as compared to $7,577 at December 31, 2023.

There were no federal funds purchased

outstanding at December 31, 2025, and 2024, while security repurchase agreements were $5,774 at December 31, 2025, as compared to $8,018 at December 31, 2024.

The Company had $550,000 and $100,000 in short-term borrowings from the FHLB (i.e., advances with original maturities less than one year) at December 31, 2025, and 2024, respectively.

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The total amount of the remaining credit available to us from the FHLB at December 31, 2025 was $5,574,759.

We also maintain lines of credit with other commercial banks totaling $150,000.

The credit available at the Federal Reserve Discount Window at December 31, 2025 was $657,277 with no borrowings outstanding as of such date.

Finally, we maintain lines of credit with other commercial banks totaling $140,000.

These are unsecured, uncommitted lines of credit maturing at various times within the next twelve months.

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Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will be required to file with the SEC at the time of the specific offering.

The proceeds of the sale of securities, if and when offered, will be used as described in any prospectus supplement and could include general corporate purposes, the expansion of the Company’s banking, insurance and wealth management operations as well as other business opportunities.

Our common stock offering described under the “Performance Overview” heading above reflects our access of the capital markets as described in this paragraph.

In addition, in previous years, we have accessed the capital markets to generate liquidity in the form of subordinated notes, as discussed under the heading “Borrowed Funds” in this Item 7.

The proceeds of the sale of securities, if and when offered, will be used as described in any prospectus supplement and could include general corporate purposes, the expansion of the Company’s banking and wealth management operations as well as other business opportunities.

Although we did not access the capital markets in 2025, in previous years we have generated liquidity through the capital markets by offerings of common stock and subordinated notes (the latter as discussed under the heading “Borrowed Funds” in this Item 7).

Our strategy in choosing funding sources is focused on minimizing cost in the context of our balance sheet composition, interest rate risk position and our immediate and future liquidity needs to fund loan growth and other cash needs of customers.

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Proceeds from the sale, maturity or call of securities within our investment portfolio were $1,099,804 for 2025 compared to $368,193 for 2024.

Proceeds from the investment portfolio were primarily used to fund loan growth or purchase investment securities.

As noted earlier, we sold certain securities from the portfolio acquired in connection with our acquisition of The First, resulting in proceeds of $686,485.

We also sold a portion of the securities portfolio during the first quarter of 2024, generating proceeds of $177,185.

A portion of these proceeds were used to purchase higher yielding securities, while the remainder was used to fund loan growth.

Purchases of investment securities were $1,201,061 for 2025 compared to $174,229 for 2024.

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Under Mississippi law, a Mississippi bank may not pay dividends unless its earned surplus is in excess of three times capital stock.

A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the DBCF.

In addition, the FDIC has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends.

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

In addition to the FDIC and DBCF restrictions on dividends payable by the Bank to the Company, the Federal Reserve has provided guidance on the criteria that it will use to evaluate the request by a bank holding company to pay dividends in an aggregate amount that will exceed the company’s earnings for the period in which the dividends will be paid, which did not apply to the Company in 2024 or 2023.

For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and other Tier 1 capital instruments.

A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approval of the

In addition, Federal Reserve regulations prohibit a member bank from paying a dividend without prior approval from the Federal Reserve if either (1) the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the bank’s net income for the current year plus its retained net income of the prior two calendar years or (2) the dividend would exceed the bank’s undivided profits as reportable on its Reports of Condition and Income.

In this latter scenario, Federal Reserve regulations also require that at least two-thirds of the bank’s shareholders approve the proposed dividend.

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

In addition to the restrictions on dividends payable by the Bank to the Company, the Federal Reserve also has provided guidance on the criteria that it will use to evaluate the request by a bank holding company to pay dividends in an aggregate amount that will exceed the company’s earnings for the period in which the dividends will be paid.

For purposes of this analysis, “dividend” includes not only dividends on preferred and common equity but also dividends on debt underlying trust preferred securities and Tier 1 capital instruments.

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

A holding company not meeting these criteria will require more in-depth consultations with the Federal Reserve.

With respect to the second quarter of 2025, due to the impact of the Day 1 acquisition provision and the merger and conversion related expenses we incurred in such quarter, the Company’s net income for the immediately-preceding four quarters was not sufficient to cover the second quarter dividend, and accordingly Federal Reserve consultation was necessary prior to the payment of our June 30, 2025 dividend.

Otherwise, this guidance was not applicable to the Company for 2025 or 2024.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations.

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There were no amounts outstanding under this line of credit at December 31, 2025.

None of these restrictions had any impact on the Company’s ability to meet its cash obligations in 2024, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.

None of these restrictions had any material impact on the Company’s ability to meet its cash obligations in 2025, nor does management expect such restrictions to so impact the Company’s ability to meet its currently-anticipated cash obligations.

Contractual Obligations

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While the borrower has the ability to draw upon these commitments at any time (assuming the borrower’s compliance with the terms of the loan commitment), these commitments often expire without being drawn upon.

The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31, 2024 and 2023 were as follows:

The Company’s unfunded loan commitments and standby letters of credit outstanding at December 31 were as follows:

Loan commitments $ 3,662,810 $ 2,856,308

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Book value per share was $41.05 and $42.13 at December 31, 2025 and 2024, respectively.

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

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

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

In October 2025, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $150,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions.

During the fourth quarter of 2025, the Company repurchased 388,940 shares under the program at an average price of $34.29 per share.

The program will remain in effect until the earlier of October 2026 or the repurchase of the entire amount of common stock authorized to be repurchased by the Board of Directors.

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

Federal Reserve guidelines limit the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital, but these guidelines did not impact the amount of debentures we include in Tier 1 capital.

Although our existing junior subordinated debentures are currently unaffected by these Federal Reserve guidelines, on account of changes enacted as part of the Dodd-Frank Act, any new trust preferred securities are not includable in Tier 1 capital.

Further, if we complete the proposed merger with The First (or we make any other acquisition of a financial institution) now that we have exceeded $15,000,000 in assets, we will lose Tier 1 treatment of our junior subordinated debentures.

The Company has subordinated notes with a carrying value of $359,124 at December 31, 2025, and $316,698 at December 31, 2024 included in the Company’s Tier 2 capital.

On October 1, 2025, the Company redeemed $60,000 in subordinated notes assumed as part of its merger with The First.

The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that bank holding companies and banks must maintain.

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

The full impact of CECL is reflected in our capital ratios as of December 31, 2025.

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

Non-GAAP Financial Measures

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

These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets.

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this report contains non-GAAP financial measures, namely, adjusted diluted earnings per share, adjusted net interest margin, the ratio of tangible equity to tangible assets, adjusted return on average assets, return on average tangible assets and on average tangible common equity, adjusted return on average tangible common equity and adjusted efficiency ratio.

These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges (such as, for 2025, merger and conversion related expenses), with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof.

Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy.

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

Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies.

In addition, the Company believes that these

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

Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of the non-GAAP financial measures allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies.

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

Return on average tangible shareholders’ equity and Return on average tangible assets

(Dollars in thousands, except per share data)

2025 2024 2023

Net income (GAAP) $ 195,457 $ 144,678 $ 166,068

Tangible Net Income, Adjusted Net Income and

Adjusted Tangible Net Income

Net income (GAAP) (A) $ 181,272 $ 195,457 $ 144,678

Amortization of intangibles 27,103 4,691 5,380

Tax effect of adjustment noted above (1)

Tax effect of adjustments noted above (1)

(6,749) (1,173) (1,012)

Tangible net income (non-GAAP) $ 198,975 $ 149,046 $ 170,071

Average shareholders’ equity (GAAP)

Tangible net income (non-GAAP) (B) $ 201,626 $ 198,975 $ 149,046

Net income (GAAP) $ 181,272 $ 195,457 $ 144,678

Merger and conversion related expense 49,331 13,349 —

Day 1 acquisition provision for loan losses 62,190 — —

Day 1 acquisition provision for unfunded commitments 4,422 — —

Gain on extinguishment of debt — (56) (620)

Gain on sales of MSR (1,467) (3,724) (547)

Gain on sale of insurance agency — (53,349) —

Losses on sales of securities (including impairments) — — 41,790

Tax effect of adjustments noted above (1)

(27,932) 13,389 (7,644)

Intangibles 1,006,665 1,012,239 967,018

Average tangible shareholders’ equity (non-GAAP)

Adjusted net income (non-GAAP) (C) $ 267,816 $ 165,066 $ 177,657

Amortization of intangibles 27,103 4,691 5,380

Tax effect of adjustments noted above (1)

(6,749) (1,173) (1,012)

Average total assets (GAAP) $ 17,552,695 $ 17,231,883 $ 16,637,852

Intangibles 1,006,665 1,012,239 967,018

Average tangible assets (non-GAAP) $ 16,546,030 $ 16,219,644 $ 15,670,834

Return on (average) shareholders’ equity (GAAP)

Adjusted tangible net income (non-GAAP) (D) $ 288,170 $ 168,584 $ 182,025

Average Tangible Tangible Shareholders’ Equity,

Average Tangible Assets, Tangible Shareholders’ Equity and Total Tangible Assets

Average shareholders’ equity (GAAP) (E)

$ 3,524,555 $ 2,466,384 $ 2,224,506

Effect of adjustment for intangible assets 5.71 % 5.79 % 6.37 %

Return on average tangible shareholders’ equity (non-GAAP)

Average intangible assets (1,435,443) (1,006,665) (1,012,239)

Average tangible shareholders’ equity (non-GAAP) (F)

$ 2,089,112 $ 1,459,719 $ 1,212,267

Return on (average) assets (GAAP) 1.11 % 0.84 % 1.00 %

Effect of adjustment for intangible assets 0.09 % 0.08 % 0.09 %

Return on average tangible assets (non-GAAP) 1.20 % 0.92 % 1.09 %

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

Tangible common equity ratio (Tangible shareholders’ equity to tangible assets)

Average assets (GAAP) (G) $ 24,360,330 $ 17,552,695 $ 17,231,883

Average intangible assets (1,435,443) (1,006,665) (1,012,239)

Average tangible assets (non-GAAP) (H) $ 22,924,887 $ 16,546,030 $ 16,219,644

Shareholders’ equity (GAAP) (I)

$ 3,884,905 $ 2,678,318 $ 2,297,383

Shareholders’ equity (GAAP)

Intangible assets (1,552,452) (1,003,003) (1,010,460)

Tangible shareholders’ equity (non-GAAP) (J)

$ 2,332,453 $ 1,675,315 $ 1,286,923

Intangibles 1,003,003 1,010,460 1,015,884

Tangible shareholders’ equity (non-GAAP)

Total assets (GAAP) (K) $ 26,751,426 $ 18,034,868 $ 17,360,535

Intangible assets (1,552,452) (1,003,003) (1,010,460)

Total tangible assets (non-GAAP) (L) $ 25,198,974 $ 17,031,865 $ 16,350,075

2025 2024 2023

Total assets (GAAP) $ 18,034,868 $ 17,360,535 $ 16,988,176

Intangibles 1,003,003 1,010,460 1,015,884

Tangible assets (non-GAAP) $ 17,031,865 $ 16,350,075 $ 15,972,292

Adjusted Diluted Earnings Per Share

Average diluted shares outstanding (M) 87,514,783 59,748,790 56,448,163

Diluted earnings per share (GAAP):

A/M $ 2.07 $ 3.27 $ 2.56

Adjusted diluted earnings per share (non-GAAP):

C/M $ 3.06 $ 2.76 $ 3.15

Adjusted Return on Average Assets and Return on Average Tangible Assets

Return on average assets (GAAP):

A/G 0.74 % 1.11 % 0.84 %

Adjusted return on average assets (non-GAAP):

C/G 1.10 0.94 1.03

Return on average tangible assets (non-GAAP):

B/H 0.88 1.20 0.92

Adjusted Return on Average Tangible Common Equity

Return on average equity (GAAP):

A/E 5.14 7.92 6.50

Return on average tangible equity (non-GAAP):

B/F 9.65 13.63 12.29

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

D/F 13.79 11.55 15.02

Tangible Shareholders’ Equity to Tangible Assets

Shareholders’ equity to assets (GAAP):

14.85 % 13.23 % 12.57 %

Effect of adjustment for intangible assets 5.01 % 5.36 % 5.56 %

I/K 14.52 % 14.85 % 13.23 %

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

J/L 9.26 % 9.84 % 7.87 %

Adjusted Efficiency Ratio

Net interest income (FTE) (GAAP) (N) $ 820,641 $ 522,526 $ 530,340

Total noninterest income (GAAP) (O) $ 181,880 $ 203,660 $ 113,075

Gain on sales of MSR (1,467) (3,724) (547)

Gain on extinguishment of debt — (56) (620)

Gain on sale of insurance agency — (53,349) —

Losses on sales of securities (including impairments) — — 41,790

Total adjusted noninterest income (non-GAAP) (P) $ 180,413 $ 146,531 $ 153,698

Noninterest expense (GAAP) (Q) $ 651,660 $ 461,618 $ 439,622

Amortization of intangibles (27,103) (4,691) (5,380)

Merger and conversion expense (49,331) (13,349) —

Total adjusted noninterest expense (non-GAAP) (R) $ 575,226 $ 443,578 $ 434,242

Efficiency ratio (GAAP):

Q/(N+O) 65.00 % 63.57 % 68.33 %

Adjusted efficiency ratio (non-GAAP):

R/(N+P) 57.46 % 66.30 % 63.48 %

Adjusted Net Interest Income and Adjusted Net Interest Margin

Net interest income (FTE) (GAAP) $ 820,641 $ 522,526 $ 530,340

Net interest income collected on problem loans (7,236) (770) (219)

Accretion recognized on purchased loans (48,886) (3,402) (4,166)

Amortization recognized on purchased time deposits 7,391 — —

Amortization recognized on purchased long term borrowings 2,244 — —

Adjusted net interest income (FTE) (non-GAAP) (S) $ 774,154 $ 518,354 $ 525,955

2025 2024 2023

Average earning assets (T) $ 21,681,165 $ 15,666,170 $ 15,359,172

Net interest margin (GAAP):

N/T 3.79 % 3.34 % 3.45 %

Adjusted net interest margin (non-GAAP):

S/T 3.57 % 3.31 % 3.42 %

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

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

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis