RNST 10-K & 10-Q changes, risk factors and insider trading

There are inherent risks associated with our lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where we operate as well as those across the United States. Increases in interest rates on loans and/or weakening economic conditions could adversely impact not only the ability of borrowers to repay outstanding loans orbut also the value of theany collateral securing these loans.

Although we try to maintainavoid diversificationconcentrations within our loan portfolio to minimize the effect of economic conditions within a particular industry, management also maintains an allowance for credit losses, which is a reserve established through a provision for credit losses on loans charged to expense, to absorb credit losses inherent in the entire loan portfolio. The credit loss estimation process involves procedures to appropriately consider the unique characteristics of the Company’s loan portfolio segments, and the results of those evaluations are utilized in the Company’s estimation of expected credit losses. Credit quality monitoring procedures and indicators can include an assessment of problem loans, the types of loans, historical loss experience, new lending products, emerging credit trends, changes in the size and character of loan categories and other factors, including the Company’s risk rating system, regulatory guidance and economic conditions, such as the unemployment rate and GDP growth, as well as trends in the market values of underlying collateral securing loans,loans. allThis asassessment determinedis based on input from management, loan review staffstaff, credit administration and other sources. This evaluation is complex and inherently subjective, as it requires estimates by management that are inherently uncertain and therefore susceptible to significant revision as more information becomes available. In addition, our credit quality monitoring procedures may fail to detect credit risk issues within the loan portfolio if important factors contributing to credit risk are not identified by management or given sufficient weight. There may be significant changes in the allowance and provision for credit losses in future periods as the estimates used by management, and assumptions underlying such estimates, are supplemented and adjusted in light of then-prevailing factors and forecasts.

In addition, bankour regulatoryfederal agenciesand state banking regulators periodically review the allowance for credit losses and may require an increase in the provision for credit losseslosses, downgrades of loan ratings or even the recognition of further loan charge-offs or downgrades,charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowanceprovision for credit losses,losses for such period, we willmay incur additional provision expense to maintain the allowance for credit losses at its current levels or to increase the allowance for credit losses.losses above its current levels, if management determines that credit trends warrant greater reserves. Any increase in our provision for credit losses will result in a decrease in net income and, possibly, capital and may have a material adverse effect on our financial condition and results of operations. A discussion of the policies and procedures related to management’s process for determining the appropriate level of the allowance for credit losses is set forth under the headings “Critical Accounting Policies and Estimates” and “Risk Management – Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this report.

Our earnings and cash flows are largely dependent upon our net interest income. Net interest income is the difference between interest earned on assets, such as loans and securities, and the cost of interest-bearing liabilities, such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy by the Federal Reserve, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes couldmay also affect (1) our ability to originate loans and generate deposits or access other sources of liquidity, which could reduce the amount of fee income generated, and (2) the fair value of our financial assets and liabilities. Any substantial unexpected or prolonged change in interest rates could have a material adverse effect on our businesses, financial conditions and results of operations.

Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As noted above, over the course of 2022 and 2023 the Federal Reserve raised interest rates in an effort to fight inflationary conditions. Although the rate of inflation has declined in 2024,the ensuing years, it remains elevated above the Federal Reserve’s goal of inflation averaging 2% over time. While this elevated level of inflation persists, the value of our investment securities, particularly those with longer maturities, decreases, although this effect can be less pronounced for floating rate instruments. Additionally, inflation increases the cost of goods and services we use in our daily operations which increases our noninterest expense. Furthermore, our customers are impacted by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on the deposits they maintain with us or their ability to repay their loans from us.

We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and have substantially greater resources than we have, including higher total assets and capitalization, greater access to capital markets and a broader offering of financial services. Such competitors primarily include national, regional and community banks within the various markets in which we operate. We also face competition from many other types of financial institutions (including savings and loans and credit unions), finance companies, brokerage firms, insurance companies, factoring companies, fintech companies and other financial intermediaries. Many of these competitors have fewer regulatory constraints and may have lower cost structures than the Company.

•the impact of legislative, regulatory and technological changes and our ability to timely leverage the benefits or mitigate the risks resulting from such changes;

As a publicly-traded bank holding company and a state nonmembermember bank with assets in excess of $10 billion, we and the Bank, respectively,Bank are subject to extensive federal and state regulation and supervision, and we are committed to maintaining high standards of legal and regulatory compliance. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, while consumer protection statutes are primarily focused on the fair treatment and protection of the users of our lending and deposit services. The federal securities laws and regulations that we are subject to are designed to protect the investing public and the integrity and efficiency of the securities markets. These regulations affect our corporate governance, dividend policy, capital structure, lending and deposit practices, investment practices, public disclosures and, ultimately, our financial performance and growth.

New regulations, as well as significant changes to existing regulations, relating to every facet of our operations,operations have been proposed or may be proposed in the future. New laws and regulations, and changes to (or repeal of) existing laws, regulations or policies, as well as changes in interpretation, implementation or enforcement of the foregoing, could affect us and/or the Bank in substantial and unpredictable ways. Among other impacts, new or revised laws and regulations could limit the types of financial services and products we may offer or fees we may charge, require extensive new disclosures in our public filings, increase the ability of non-banks to offer competing financial services and products and/or otherwise result in continuing uncertainty regarding legal and regulatory compliance matters. Any of the foregoing may, in turn, necessitate that we hire additional employees, acquire or develop new software, implement new processes and procedures and otherwise incur substantial additional costs as part of our efforts to comply with our legal and regulatory obligations. In addition, these efforts may divert management time and attention from initiatives designed to grow the Company and the Bank and enhance our earnings and profitability.

A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although managementwe hashave policies and procedures to perform an environmental review before thea loan is recordedoriginated and before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards.

Weak economic conditions arecan be characterized byby, deflation,among other things, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and C&I loans, residential and commercial real estate price declines and lower home sales and commercial activity. All of these factors are detrimental to our business, and the interplay between these factors can be complex and unpredictable. Our business is also significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on the businesses and operations of our customers and in turn on our business, financial condition, results of operations and growth prospects.

In recent years, fraud risk has emerged as a significant risk for all financial institutions, including us. Deposit fraud (such as check forging, check kiting and wire fraud) and loan fraud continue to be major sources of fraud attempts and actual loss. Fraud directed against our employees, vendors and customers – generally using deception to initiate unauthorized funds transfers – has emerged as another major source of fraud loss. The methods used by illicit actors to perpetrate fraud, and our efforts to combat it, constantly evolve as technology advances. In addition to cybersecurity risk (discussed below), emerging technologies, including rapid developments in the capabilities and applications of artificial intelligence,AI, have made it easier for illicit actors to obtain and use customer personal information, mimic communications to or from customers, mimic signatures, and create false, or “synthetic,” instructions, documents and media that appear genuine.

The Company, our vendors (inclusive of vendors to our vendors) and our customers rely heavily on communications and information security systems to securely and reliably process, record, transmit and monitor confidential and other information through our and their computer systems and networks. Our operational systems, including, among other things, deposit and loan servicing, online and mobile banking, wealth management, accounting and data processing, could be materially adversely impacted by a failure, interruption or breach in the security or integrity of any of these systems, including systems under the control of vendors. As a financial institution, the Company is subject to ongoing threats to its systems, software, networks and other technology that originate from various sources, including our employees, cyber-criminals, hacktivists, groups linked to terrorist organizations or hostile countries, and third parties aiming to disrupt financial institutions more generally. Information security threats include computer hacking involving the introduction of computer viruses or malicious code known as “malware” into the Company’s systems, cyber-attacks, identity theft, electronic fraudulent activity and attempted theft of financial assets. These threats, which are designed to obtain unauthorized access to confidential information belonging to the Company or its customers, manipulate or destroy data or systems, disrupt service on the Company’s systems, or steal money through the use of “ransomware” or unauthorized funds transfers, are increasing in frequency and sophistication and are often facilitated by artificial intelligenceAI tools. In addition, our systems are threatened by unpredictable events such as terrorist attacks, power outages or tornadoes or other natural disasters. The Company may not be able to effectively implement, develop and manage critical systems and information technology infrastructure to facilitate strategic business initiatives, which could impair our ability to achieve financial, operational, compliance and strategic objectives and negatively affect our business, financial condition or results of operations.

We have invested a significant amount of time and expense in security infrastructure investments and the development of policies and procedures governing our operations as well as in employee training and the monitoring of our vendors, in our efforts to preserve the security, integrity and continuity of our operations from the aforementioned threats. As described in the next paragraph, however, we have experienced security breachesincidents and cyber-attacks, although none of which have materially impacted the Company. Importantly, though, due to the difficulty in anticipating, detecting and recognizing threats to the Company’s systems, coupled with the fact that we do not have control over the information security systems of customers, vendors and third parties, we can provide no assurances that our systems, or our vendor’s or customer’s systems, will not experience in the future any material failures, interruptions or security breaches of our communications and information securities systems or that, if any such failures, interruptions or breaches occur, they will be addressed in a timely and adequate manner. A successful penetration or circumvention of our security systems or other significant disruption of our information systems or those of customers, vendors or other third parties, including as a result of cyber-attacks, could (i) significantly and adversely impact our operations or those of our customers by disrupting our networks and systems; (ii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information and the use of such information to process fraudulent transactions; (iii) result in a violation of applicable privacy, data breach and other laws, subjecting the Company to additional regulatory scrutiny and exposure to civil litigation, criminal penalties, governmental fines or sanctions or financial liability; (iv) require significant management attention and resources to respond, remediate or remedy the damages that result; and/or (v) harm the reputation of or cause a loss of confidence in, the Company, in turn resulting in a decrease in the number of customers that choose to do business with the Company. Further, the extent of a particular failure, interruption or security breach of our communications and information securities systems, and the steps that the Company may need to take to investigate and remedy the matter, may not be immediately clear, and it may take a significant amount of time before such an investigation or determination, judicial or otherwise, can be completed. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or profitability. This in turn could result in financial losses to us or our customers, lasting damage to our reputation, the violation of privacy or other laws and significant litigation risk, all of which could have a material adverse effect on our financial condition and results of operations.

The Company has experienced security breachesincidents and cyber-attacks in the past, although to date none of these attacks has materially impacted the Company. For example, beginning in May 2023, the Company began receiving notices from a number of its vendors regarding the data breachbreaches related to the MOVEit Transfer software suffered by the vendor or a vendor to such vendor (the Company itself did not use the software). The data breachbreaches experienced by these vendors involved the names, account numbers, Social Security numbers and other nonpublic personal information of a relatively small number of our customers. For each incident, the Company caused notices of the data breach to be delivered to impacted clients and notified federal and state regulatory authorities about the incident. The relevant vendors also offered complementary credit monitoring services to consumer customers. The Company has also heightened its monitoring of the vendors’ efforts to strengthen their information security infrastructure and prevent any further unauthorized access to its systems. Nonetheless, it is inevitable that additional attacks will occur in the future, which may result in security breaches. Future security breaches could result in serious and harmful consequences for the Company or its clients and customers.

We are subject to numerous risks, including lending risk, interest rate risk, liquidity risk, market risk, operational risk, information security risk and model risk, among other risks encountered in the ordinary course of our operations. We have implemented processes and procedures designed to identify, measure, monitor and mitigate these risks. However, all risk management frameworks are inherently limited, for a number of reasons. First, we may not have identified all material risks affecting our operations. Next, our current procedures may not anticipate future development of currently unanticipated or unknown risks. Also, we may have underestimated the impact of known risks or overestimated the effectiveness of the policies and procedures we have implemented to mitigate these risks. Increases in the scope and complexity of our operations and our reliance on vendors, among other things, have increased the level of risk that we must manage. Accordingly, we could suffer losses as a result of our failure to properly anticipate and manage these risks.

We have grown our business through the acquisition of entire financial institutions (most recently, our acquisition of The First on April 1, 2025) and non-bank commercial finance companies and through de novo branching. We intend to continue pursuing this growth strategy for the foreseeable future, including our proposed merger with The First.future. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies when expanding their franchise, including the following:

The success of our acquisitions, including our proposedacquisition merger withof The First, depends on, among other things, our ability to realize anticipated cost savings and integrate the acquired assets and operations in a manner that permits growth opportunities and does not materially disrupt our existing customer relationships or result in decreased revenues resulting from any loss of customers. If we are not able to successfully achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. Additionally, we make fair value estimates of certain assets and liabilities in recording each acquisition. Actual values of these assets and liabilities could differ from our estimates, which could result in our not achieving the anticipated benefits of the particular acquisition.

We cannot assure investors that our acquisitions will have positive results, including results relating to: correctly assessing the asset quality of the assets acquired; the total cost of integration,integration (“integration” encompassing not just systems conversion but also the combination of the customers, employees, processes and procedures of the acquired entity into our own), including management attention and resources; the time required to complete the integration successfully; the amount of longer-term cost savings; being able to profitably deploy funds acquired in the transaction; retaining the existing client relationships; or the overall performance of the combined business.

Shares of our common stock eligible for future sale, including those that may be issued in any other private or public offering of our common stock for cash or as incentives under equity incentive plans, could have a dilutive effect on the market for our common stock and could adversely affect market prices. As of February 18,20, 2025,2026, there were 150,000,000250,000,000 shares of our common stock authorized, of which 63,657,44494,142,307 shares were outstanding, and we anticipate issuing approximately 31.8 million shares in connection with the completion of our merger with The First.outstanding.

The following discussion and analysis of our financial condition as of December 31, 20242025 and 20232024 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 underin 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, 2023,2024, filed with the SEC on February 23,26, 2024,2025, which provides a discussion of 20222023 items and year-to-year comparisons between 20232024 and 20222023 that are not included in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

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 is the allowance for credit losses and the related provision for credit losses.management. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb such expected credit losses, as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”; ASC 326 is also referred to herein as “CECL”). The discussion under the heading “Loans and the Allowance for Credit Losses” in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report provides more information regarding the estimates and assumptions, and the uncertainties underlying such estimates and assumptions, involved in the calculation of the allowance for credit losses. Although we consider all reasonably-available information that we believe is relevant to making the assumptions that underlie the Company’s determination of the appropriate amount of the allowance for credit losses, if actual economic or other conditions ultimately differ substantially from the assumptions we used in making the evaluation, then future adjustments (positive or negative) to the allowance may be necessary.necessary, although it is difficult to quantify within any degree of precision the extent of the adjustment that may be necessary if actual conditions vary from our assumptions. Additionally, banking regulators periodically review our allowance for credit losses and may require us to recognize adjustments to the allowance based on their subjective judgment of information available to them at the time of their examination. Management evaluates the adequacy of the allowance for credit losses on a quarterly basis.

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.Losses for Loans and Unfunded Commitments.”

The following discussion provides details regarding the changes in significant balance sheet accounts at December 31, 20242025 compared to December 31, 2023.2024. Total assets were $26,751,426 at December 31, 2025 compared to $18,034,868 at December 31, 20242024. comparedThe toacquisition $17,360,535of The First increased total assets by $7,572,811 at DecemberApril 31,1, 2023.2025.

During 2024, we deployed a portion of our liquidity into2025, the securitiesCompany portfolioacquired and purchased $174,229$1,457,377 in investment securities,securities in connection with mortgage-backedits 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, comprisingcomprised 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 20242025 totaledtotal $177,185,$686,485, all of which thereflects Companyproceeds hadfrom the intent to sell assale of December 31, 2023, and therefore recognized a non-credit related impairment lossportion of $19,352 in 2023 in addition to losses on sales ofthe securities earlierportfolio acquired in the yearacquisition of $22,438.The First, which were sold at carrying value. During 2024,2025, proceeds from maturities and calls of securities totaled $191,008,$413,319, and such proceeds were primarily used to fund loan growth.

During 2023,2024, we purchased $11,899$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 20232024 totaled $488,981.$177,185, which the Company had the intent to sell as of December 31, 2023, and therefore recognized a non-credit related impairment loss of $19,352 in 2023 in addition to losses on sales of securities earlier in the year of $22,438. Proceeds from maturities and calls of securities during 20232024 totaled $258,978,$191,008, which were primarily reinvested in the securities portfolio or used to fund loan growth.

During the year ended December 31,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 losses of $74,307) remained in accumulated other comprehensive income (loss) and arewill be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. At December 31, 2024,2025, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $49,045.$40,435.

The allowance for credit losses on held to maturity securities is evaluated on a quarterly basis in accordance with ASC 326.basis. Expected credit losses on debt securities classified as held to maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical default rates, investment grades, current conditions, and reasonable and supportable forecasts about the future. At December 31, 20242025 and 2023,2024, the allowance for credit losses on held to maturity securities was $32.

At December 31, 2025, unrealized losses of $96,559 were recorded on available for sale investment securities with a carrying value of $1,051,213. At December 31, 2024, unrealized losses of $138,608 were recorded on available for sale investment securities with a carrying value of $701,844. At December 31, 2023, unrealized losses of $139,794 were recorded on available for sale securities with a carrying value of $692,593. It is not more likely than not that the Company will be required to sell any security in the investment portfolio prior to the recovery of its amortized cost basis, which may be maturity. Furthermore, more than 90% of available for sale securities have the explicit or implicit backing of the United States government or a guarantee from a government sponsored entity that has perceived credit risk the same as the United States government. Performance of these securities has been in line with broader market price performance, indicating to management that increases in market-based, risk free rates, and not credit-related factors, are the reason for the losses. For municipal and corporate securities, the Company considers historical experience with credit sensitive securities, current market conditions, the financial health of the issuer, current credit ratings, ratings changes and outlook, explicit and implicit guarantees, and/or insurance programs when determining the fair value of the contractual cash flows. Based on its review of these factors as of December 31, 20242025 and 2023,2024, the Company determined that all such losses resulted from factors not deemed credit related. As a result, no credit-related impairment was recognized in current earnings, and all unrealized losses for available for sale securities were recorded in Accumulated other comprehensive income (loss).

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 2024,2025, adjusted for discount accretion and premium amortization, where applicable.

Loans held for investment, which excludes loans held for sale, is the Company’s most significant earning asset, comprising 71.45%71.20% and 71.15%71.45% of total assets at December 31, 20242025 and 2023,2024, respectively. This percentage will fluctuatefluctuates 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 Company relies on deposits as its major source of funds. Total deposits were $14,572,612$21,473,070 and $14,076,785$14,572,612 at December 31, 20242025 and 2023,2024, respectively. Noninterest-bearing deposits were $3,403,981$5,043,960 and $3,583,675$3,403,981 at December 31, 20242025 and 2023,2024, respectively, while interest-bearing deposits were $11,168,631$16,429,110 and $10,493,110$11,168,631 at December 31, 20242025 and 2023,2024, respectively. Interest-bearing deposits included brokered deposits at December 31, 2023 of $461,441, while theThe 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.

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 decreasedincreased to 23.49% of total deposits at December 31, 2025, as compared to 23.36% of total deposits at December 31, 2024, as compareddue to 25.46%the assumption of total deposits at December 31, 2023, due to noninterest-bearing deposits beingin movedconnection 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 or time deposits) or public fund deposits (which are deposits of counties, municipalities or other political subdivisions). The source of funds that we select depends on the terms and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin as well as business opportunities that may accompany deposits we acquire. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Deposits that are in excess of the FDIC insurance limit were $6,489,547$9,844,570 and $5,778,174$6,489,547 at December 31, 20242025 and 2023,2024, respectively. Public fund deposits in excess of the FDIC insurance limit but that were collateralized by pledged securities in the Company’s investment portfolio and letters of credit backed by the Federal Home Loan Bank of Dallas totaled $1,765,510.$1,732,787 and $1,147,450, respectively. The following table shows the maturity of time deposits at December 31, 20242025 that are in excess of the FDIC insurance limit (or similar state deposit insurance limits) and that are otherwise uninsured:

Total borrowings include federal funds purchased, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank (“FHLB”), borrowings from the Federal Reserve Discount Window, lines of credit with corresponding banks, subordinated notes and junior subordinated debentures and are classified on the Consolidated Balance Sheets as either short-term borrowings or long-term debt. Short-term borrowings have original maturities less than one year and typically include federal funds purchased, securities sold under agreements to repurchase, and short-term FHLB advances. During 20242025 and 2023,2024, we used short-term FHLB borrowings to meet anticipated short-term liquidity needs, which varied throughout the year in response to loan demand and competition for deposits. The weighted-average interest rates on outstanding advances at December 31, 20242025 and 20232024 were 4.63%3.75% and 5.70%,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:

At December 31, 2024,2025, long-term debt consists of our junior subordinated debentures and our subordinated notes; no long-term FHLB advances were outstanding. The Company assumed $95,262 of subordinated notes and $25,653 of junior subordinated debentures as a result of its merger with The First, and on October 1, 2025, the Company redeemed $60,000 of the assumed subordinated notes. The following table presents our long-term debt by type at December 31:

Net income for the year ended December 31, 20242025 was $195,457$181,272 compared to net income of $144,678$195,457 for the year ended December 31, 2023.2024. Basic earnings per share for the year ended December 31, 20242025 was $3.29$2.09 as compared to $2.58$3.29 for the year ended December 31, 2023.2024. Diluted earnings per share for the year ended December 31, 20242025 was $3.27$2.07 as compared to $2.56$3.27 for the year ended December 31, 2023.2024. 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.

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 71.95%81.86% of total net revenue in 2024.2025. 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 yearsChanges 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 driven by fluctuations in the volume, mix and repricing of assets and liabilities.

As discussed below, net interest income decreasedincreased 1.37%56.97% to $803,969 for 2025 compared to $512,196 for 2024 compared to $519,327 in 2023.2024. On a tax equivalent basis, net interest income decreasedincreased $7,814$298,115 to $820,641 in 2025 as compared to $522,526 in 2024 as compared to $530,340 in 2023.2024. Net interest margin was 3.34%3.79% for 20242025 as compared to 3.45%3.34% for 2023.2024.

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%21%, and for loans, a state tax rate of 4.45%, which is net of federal tax benefit.

Net interest income and net interest margin are influenced by internal and external factors. Internal factors include balance sheet changes in volume and mix as well as loan and deposit pricing decisions. External factors include changes in market interest rates, competition and the shape of the interest rate yield curve. DuringThe 2024,addition of The First’s loan portfolio and strong organic loan growth in 2025 were the declinelargest contributing factors to the increase in net interest income and margin was primarily driven byfor the increaseyear inended December 31, 2025, as compared to 2024. Lower interest rates and the costaddition of The First’s deposits yeargenerated overa year.positive The higher interest rate environment continuedimpact 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.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.

In 2024,2025, interest income on loans held for investment, on a tax equivalent basis, increased $87,910$324,101 to $801,807$1,125,908 from $713,897$801,807 in 2023.2024. This increase was primarily due to a $616,002$4,743,140 increase in our average balance of loans to $17,322,283 in 2025 from $12,579,143 in 2024 from $11,963,141 in 2023,2024, bolstered by a continued mix shift from the repricing of maturing fixed rate lower yielding assets into higher yielding assetsassets. The impactincrease fromin interestour incomeaverage collectedbalance on problemof loans andwas purchasedriven accountinglargely adjustmentsby onthe purchasedaddition of $5,173,334 in loans to total interest income on loans, loan yield and net interest margin is shownacquired in the tablemerger belowwith forThe theFirst, periodscoupled presented:with strong organic loan growth during 2025.

Interest income on loans held for sale, on a tax equivalent basis, increased $1,807$2,325 to $15,939 in 2025 from $13,614 in 2024 from $11,807 in 2023,2024, due to both an increase in average balances during 2024,2025 offsetand byan a decreaseincrease in the yield on loans held for sale during the year.

In 2024,2025, investment income, on a tax equivalent basis, decreasedincreased $9,124$60,683 to $43,129$103,812 from $52,253$43,129 in 2023,2024, primarily due to the decrease in the balanceacquisition of theThe securitiesFirst’s portfolioinvestment duringportfolio, theas year,well offset slightly byas the increase in yield on securities during 2024 due tofrom the sale or maturity of lower yielding securities. The following table presents the taxable equivalent yield on securities for the periods presented:

Interest expense on deposits was $346,592$412,553 and $232,331$346,592 for 20242025 and 2023,2024, respectively. The cost of total deposits was 2.42%2.10% and 1.67%2.42% for the years ending December 31, 20242025 and 2023,2024, respectively. The cost of interest-bearing deposits was 3.21%2.77% and 2.35%3.21% for the same respective periods. The increase in both deposit expense and decrease in cost is attributable to the Company’sacquisition effortsof toThe offerFirst’s competitivedeposits. 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 ratescost. in the high interest rate environment and the continued focus on deposit growth, even while theThe Company has continued its efforts to maintain noninterest-bearingnon-interest bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous or otherwise deemed advisable due to market conditions.

Interest expense on total borrowings was $28,989$45,737 and $45,661$28,989 for the years ending December 31, 20242025 and 2023,2024, respectively, while the cost of total borrowings was 5.12%4.81% and 5.13%5.12% for the years ended December 31, 20242025 and 2023,2024, respectively. The decreaseincrease 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 lowerthe averagemerger borrowingswith duringThe 2024.First.

Total noninterest income includes fees generated from deposit services and other fees and commissions, income from our insurance, wealth management and mortgage banking operations, realized gains and losses on the sale or impairment of securities and all other noninterest income. Our focus is to develop and enhance our products that generate noninterest income in order to diversify our revenue sources. Noninterest income as a percentage of total net revenue was 28.05%18.14% and 17.57%28.05% for 20242025 and 2023,2024, respectively. Noninterest income was $203,660$181,880 for the year ended December 31, 2024,2025, ana increasedecrease of $90,585,$21,780, or 80.11%,10.69%, as compared to $113,075$203,660 for 2023.2024. The increase during the year was driven primarily by the gain on the sale of Renasant Insurancedecrease in July 2024 (which is also the reason that our noninterest income year-over-year, both in amount and as a percentage of our total net revenuerevenue, was elevatedprimarily as compareddue to 2023).the Theelevated Companylevel alsoof recognizednoninterest aincome lossin 2024 resulting from the gain on the sale of securitiesthe (includingCompany’s impairmentinsurance charges)agency duringof 2023.$53,349, somewhat offset by additional income associated with the acquisition of The First’s operations.

Fees and commissions decreasedincreased to $19,796 in 2025 as compared to $16,190 in 2024 as compared to $17,901 in 2023.2024. Fees and commissions include fees related to deposit services, such as ATM fees and interchange fees on debit card transactions. Interchange fees on debit card transactions, the largest component of fees and commissions, were $8,911$10,722 for the twelve months ended December 31, 20242025 compared to $9,383$8,911 for the same period in 2023.2024.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market. Originations of mortgage loans to be sold totaled $1,612,645 in 2025 and $1,400,467 in 20242024. andIn $1,330,9122025, inthe 2023.Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $7,886 for a pre-tax gain of $1,467. In 2024, the Company sold a portion of its mortgage servicing rights portfolio with a carrying value of $19,539 for a pre-tax gain of $3,472. The Company recognized a gain of $547 in 2023 related to the release of a holdback on previously sold mortgage servicing rights assets.

(1) Gain on sales of loans, net includes pipeline fair value adjustments (2) Mortgage servicing income, net includes gain on sale of mortgage servicing rights Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and can fluctuate upon the collection of life insurance proceeds. BOLI income increased to $11,567$14,244 in 20242025 as compared to $10,463$11,567 in 2023.2024.

Other noninterest income was $15,311$27,355 for 20242025 compared to $21,035$15,311 for 2023.2024. In addition to the contingency income described above, otherOther 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 nonseasonalseasonal 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.

Salaries and employee benefits is the largest component of noninterest expense and represented 61.47%56.56% and 64.09%61.47% of total noninterest expense at December 31, 20242025 and 2023,2024, respectively. During 2024,2025, salaries and employee benefits increased $2,000,$84,795, or 0.71%,29.88%, to $283,768$368,563 as compared to $281,768$283,768 for 2023.2024. The increase in salaries and employee benefits is primarily dueattributable to the addition of The First’s employees, and to a lesser extent to annual merit increases implemented in April 2024 along with increased health and life insurance costs due to unusual claims experience.2025.

Data processing costs increased $835$4,674 to $20,704 in 2025 from $16,030 in 20242024. fromThe $15,195increase in 2023.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.

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-enactedmanaging andchanges existingto banking and governmental regulation. Professional fees were $12,418$14,869 for 20242025 as compared to $13,671$12,418 for 2023.2024.

Advertising and public relations expense was $16,210$18,355 for 2024,2025, an increase of $1,484$2,145 compared to $14,726$16,210 for 2023.2024. During 20242025 and 2023,2024, the Company contributed approximately $1,255$1,125 and $1,392,$1,255, respectively, to charitable organizations throughout Mississippi, Georgia and Alabama,government foreconomic development programs, which it received a dollar-for-dollar tax credit, and such contributions are included in our advertising and public relations expense.expense, and for which the Company received a dollar-for-dollar tax credit.

Amortization of intangible assets totaled $4,691$27,103 for 20242025 compared to $5,380$4,691 for 2023.2024. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. The increase for 2025 is primarily due to the addition of the core deposit intangible associated with our merger with The First. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately one1 year to ten10 years.

Communication expenses are those expenses incurred for communication to clients and between employees. Communication expenses were $8,379$13,665 for 20242025 as compared to $8,238$8,379 for 2023.2024. The increase in communication costs is attributable to the acquisition of The First and the cost associated with additional clients and employees.

Merger and conversion related expenses totaled $49,331 and $13,349 in 2024.2025 and 2024, respectively. These expenses are primarily related to the announcedcompleted acquisition of The First andin April 2025. A portion of the expense in 2024 is also related to the sale of Renasant Insurance.Insurance, There were no such expense in 2023.Inc.

Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense, fraud losses and other miscellaneous fees and operating expenses. Other noninterest expense was $59,955$73,768 for 20242025 as compared to $53,906$59,955 for 2023.2024. Increased levels of fraud losses from, for example, counterfeit or forged checks, unauthorized debit card charges and wire fraud, is the primary reason for the increase in other noninterest expense. Working with its vendors, the Company is actively working to implement policies and procedures designed to curtailstrengthen thefraud opportunity for,detection and prevention and curtail the losses resulting from,from fraud.

The efficiency ratio is a measure of productivity in the banking industry. (This ratio is a measure of our ability to turn expenses into revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate a dollar of revenue.) The Company calculates this ratio by dividing noninterest expense by the sum of net interest income on a fully tax equivalent basis and noninterest income. The efficiencygain ratio for 2024 was positively impacted by 504 basis points due to theon sale of the insurance agency andthat wasoccurred negativelyin impactedthe bythird 184quarter basisof points2024 dueresulted in a significant enhancement to our efficiency ratio for 2024, while merger and conversion expenses.expenses associated with the acquisition of The First negatively impacted our efficiency ratio for 2023 was negatively impacted by 496 basis points due to losses and impairments on strategic sales of securities.2025. We remain committed to aggressively managing our costs within the framework of our business model. Our goal is to improve the efficiency ratio over time from currently reported levels as a result of revenue growth while at the same time controlling noninterest expenses.

Income tax expense for 2024 and 2023 was $49,508 and $32,509, respectively. The effective tax rates for those years were 20.21% and 18.35%, respectively, with the increase in rate driven primarily by changes in the Company’s BOLI portfolio, nondeductible transaction costs related to our potential merger with The First and the gain on the divestiture of the insurance agency. For additional information regarding the Company’s income taxes, please refer to in Note 14,15, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in this report.

The management of risk is an on-goingongoing process. Primary risks that are associated with the Company include credit, interest rate and liquidity risk. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the next subsection under the heading “Liquidity and Capital Resources.”

Management of Credit Risk. Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. Credit risk is monitored and managed on an ongoing basis by a credit administration department, a problem asset resolution committee and the Board of Directors Credit Review Committee. Oversight of the Company’s lending operations (including adherence to our policies and procedures governing the loan underwriting and monitoring process), credit quality and loss mitigation are major concerns of credit administration and these committees. The Company’s central appraisal review department orders, reviews and approves third-party appraisals obtained by the Company on real estate collateral and monitors loan maturities to ensure updated appraisals are obtained. This department is managed by a State Certified General Real Estate Appraiser and employs threefour additional State Certified General Real Estate Appraisers and four real estate evaluators. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Loan review personnel monitor and, if necessary, adjust the grades assigned to loans through periodic examination, focusing their review on commercial and real estate loans rather than consumer and small balance consumer mortgage loans, such as 1-4 family mortgage loans.

In compliance with loan policy, the lending staff is given lending limits based on their knowledge and experience. In addition, each lending officer’s prior performance is evaluated for credit quality and compliance as a tool for establishing and enhancing lending limits. Before funds are advanced on consumer and commercial loans below certain dollar thresholds, loans are reviewed and scored using centralized underwriting methodologies. Loan quality, or “risk-rating,” grades are assigned based upon certain factors, which include the scoring of the loans. This information is used to assist management in monitoring credit quality. Loan requests are reviewed for approval by lenders, senior credit officers.officers and management, based on exposure.

Important factors currently known to management that could cause our actual results to differ materially from those in forward-looking statements include the following: (i) our ability to efficiently integrate acquisitions into our operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management (including the possibility that such cost savings will not be realized when expected, or at all, as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Company, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events); (ii) potential exposure to unknown or contingent risks and liabilities we have acquired or may acquire; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) our ability to remediate the material weakness in the Company’s internal control over financial reporting identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026; (vi) competitive pressures in the consumer finance, commercial finance, financial services, asset management, retail banking, factoring, mortgage lending and auto lending industries; (vii) the financial resources of, and products available from, competitors; (viii) changes in laws and regulations as well as changes in accounting standards; (ix) changes in governmental and regulatory policy, whether applicable specifically to financial institutions or impacting the United States generally (such as, for example, changes in trade policy); (x) changes in the securities and foreign exchange markets; (xi) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xii) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio; (xiii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiv) changes in the sources and costs of the capital we use to make loans and otherwise fund our operations, due to deposit outflows, changes in the mix of deposits and the cost and availability of borrowings; (xv) general economic, market or business conditions, including the impact of inflation; (xvi) changes in demand for loan and deposit products and other financial services; (xvii) concentrations of depositcredit or creditdeposit exposure; (xviii) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xix) losses resulting from fraudulent activity, including loan and deposit fraud and social engineering attacks targeting our customers, employees and third party vendors; (xx) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses, including as a result of sophisticated attacks using artificial intelligence (“AI”) and similar tools; (xxi) civil unrest, natural disasters, epidemics and other catastrophic events in or near the Company’s geographic area; (xxii) geopolitical conditions, including acts or threats of terrorism and actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (xxiii) the impact, extent and timing of technological changes, including the rapid development of AI technologies; and (xxiv) other circumstances, many of which are beyond management’s control.

The following discussion provides details regarding the changes in significant balance sheet accounts at MarchJune 31,30, 2026 compared to December 31, 2025.

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

The Company purchased $378,991$541,398 and $175,815$946,095 in investment securities during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The merger with The First contributed approximately $1,457,377 to the securities portfolio at April 1, 2025.

Proceeds from maturities, calls and principal payments on securities during the first threesix months of 2026 totaled $141,463.$287,997. Proceeds from the maturities, calls and principal payments on securities during the first threesix months of 2025 totaled $56,789.$165,377. No gain or loss on sales of securities was recorded in the first quarterhalf of 2026 or 2025.

During the third quarter of 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio as the Company has the intent and ability to hold these securities until their maturity. The related net unrealized losses of $99,675 (after tax losses of $74,307) remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. At MarchJune 31,30, 2026, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $38,482.$36,544. No gains or losses were recognized at the time of transfer.

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 MarchJune 31,30, 2026, there were no concentrations of loans exceeding 10% of total loans other than loans disclosed in the table above. As the above table demonstrates, non-owner occupied commercial mortgage term loans was our largest concentration of loans at MarchJune 31,30, 20262026. and theThe following table provides additional detail, broken down by collateral type, about the segments within this loan category as of such date .date.

The Company relies on deposits as its primary source of funds. 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 represented 23.45%23.22% of total deposits at MarchJune 31,30, 2026, as compared to 23.49% of total deposits at December 31, 2025. The slight decrease in noninterest-bearing deposits as a percentage of total deposits was primarily driven byreflects the seasonal increase in interest-bearing public fund deposits, offset by growth in noninterest-bearinginterest-bearing deposits. 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 of the deposits and how those terms assist us in mitigating interest rate risk, maintaining our liquidity position and managing our net interest margin; business factors, described in the following paragraph, may lead us to obtain public deposits. Accordingly, funds are acquired to meet anticipated funding needs at the rate and with other terms that, in management’s view, best address our interest rate risk, liquidity and net interest margin parameters.

Public fund deposits may be readily obtained based on the Company’s pricing bid in comparison with competitors.competitors’. Because public fund deposits are obtained through a bid process, these deposit balances may fluctuate as competitive and market forces change. Although the Company has focused on growing stable sources of deposits to reduce reliance on public fund deposits, it participates in the bidding process for public fund deposits when pricing and other terms make it reasonable given market conditions or when management perceives that other factors, such as the public entity’s use of our treasury management or other products and services, make such participation advisable. Our public fund transaction accounts are principally obtained from public universities and municipalities, including school boards and utilities. Public fund deposits were $4,160,265$3,797,144 and $3,779,910$3,784,489 at MarchJune 31,30, 2026 and December 31, 2025, respectively.

Total borrowings may include federal funds purchased, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank of Dallas (the “FHLB”), borrowings from the Federal Reserve Discount Window, 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 consist of federal funds purchased, securities sold under agreements to repurchase, and short-term FHLB advances.advances, while long-term debt typically consists of long-term FHLB advances, our junior subordinated debentures and our subordinated notes. Due to strong deposit growth during the quarter,first half of 2026, the Company was able to pay down a portion of theits FHLB advances. The following table presents our short-term borrowings by type as of the dates presented:

Long-term debt typically consists of long-term FHLB advances, our junior subordinated debentures and our subordinated notes. The following table presents our long-term debt by type as of the dates presented:

Long-term funds obtained from the FHLB are used to match-fund fixed rate loans in order to minimize interest rate risk and to meet day-to-day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits (which has not been the case in recent periods). Advances from the FHLB are collateralized by a blanket lien on the Bank’s loans. The Company had $5,480,190$5,519,985 of availabilityavailable on unused lines of credit with the FHLB at MarchJune 31,30, 2026, as compared to $5,574,759 at December 31, 2025. The Company also had credit available at the Federal Reserve Discount Window in the amount of $706,245.$1,067,639.

The Company has issued subordinated notes, and the Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors, the proceeds of which were used to buy floating rate junior subordinated debentures issued by the Company (or by companies that the Company subsequently acquired). During the second quarter of 2026, the Company completed a subordinated debt offering, issuing $300,000,000 aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “2036 Notes”). The proceeds generated by the Company’s subordinated notes and trust preferred securities transactionstransactions, including the proceeds of the 2036 Notes, have been used for general corporate purposes, including providing capital to support the Company’s growth organically or through strategic acquisitions, repaying indebtedness and financing investments and capital expenditures, and for investments in Renasant Bank (sometimes referred to herein as the “Bank”) as regulatory capital. The subordinated notes and trust preferred securities qualify as Tier 2 capital under current regulatory guidelines. On May 7, 2026, the Company completed an additional subordinated debt offering, issuing $300,000,000 aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036.

The Company’s acquisition of The First on April 1, 2025,2025 had a significant impact on our results of operations duringfor the firstsix quartermonths ofended June 30, 2026 as compared to the same period in 2025, and unless otherwise noted, is the primary driver of the six-month period-over-period change as indicated throughout this section.

From time to time, the Company incurs expenses and charges or recognizes valuation adjustments in connection with certain transactions with respect to which management is unable to accurately predict when these items will be incurred or, when incurred, the amount of such items. There were no such items incurred in the three and six months ended June 30, 2026. The following table presents the impact of these items on reported earnings per share (“EPS”) for the datesthree presented.and six months ended June 30, 2025.

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 81.96%81.64% of total revenue (i.e., net interest income on a fully taxable equivalent basis and noninterest income) for the second quarter of 2026 and 81.80% of total revenue for the first quarterhalf of 2026. Changes in net interest income are driven by fluctuations in the volume, mix and repricing of assets and liabilities.

The daily average balances of nonaccruing assets are included in the foregoing table.tables. Interest income and weighted average yields on tax-exempt loans and securities have been computed on a fully tax equivalent basis assuming a federal tax rate of 21%, and for loans, a state tax rate of 4.45%, which is net of federal tax benefit.

Net interest income and net interest margin are influenced by internal and external factors. Internal factors include balance sheet changes in volume and mix as well as loan and deposit pricing decisions. External factors include changes in market interest rates, competition and the shape of the interest rate yield curve. The addition of The First’s loan portfolio and strong organic loan growth in 2025 were the largest contributing factors to the increase in net interest income for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025. Lower interest ratesrates, driven by the Federal Reserve’s rate cuts in late 2025, 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 fundingfunding, whether due to competition or otherwiseotherwise, 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 three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025 (the changes attributable to the combined impact of yield/rate and volume have been allocated on a pro-rata basis using the absolute value of amounts calculated):

The following tabletables presentspresent the percentage of total average earning assets, by type and yield, for the periods presented:

Interest expense was $114,561$117,686 for the firstsecond quarter of 2026 as compared to $86,133$125,039 for the same period in 2025. Interest expense was $232,247 for the six months ended June 30, 2026 as compared to $211,172 for the same period in 2025. The decrease in interest expense for the second quarter of 2026 as compared to the same period in 2025 was driven largely by the aforementioned rate cuts during the second half of 2025. The increase in interest expense for the first half of 2026 as compared to the first half of 2025 was primarily due to the assumption of The First’s deposits and borrowed funds.

The cost of total deposits was 1.94%1.96% and 2.22%2.12% for the firstsecond quarter of 2026 and 2025, respectively, and 1.95% and 2.16% for the six months ended June 30, 2026 and 2025, respectively. The cost of total deposits for both the second quarter and the first half of 2026 was affected by the aforementioned rate cuts by the Federal Reserve. The increase in deposit expense and decrease in cost for the first half of 2026 as compared to the first half of 2025 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 in the third and fourth quarters of 2025. The Company has continued its efforts to maintain non-interest bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous, to address liquidity needs or as otherwise deemed advisable due to market conditions.

The increase in interest expense on borrowings for the six months ended June 30, 2026 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.

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 of securitiesoperations and all other noninterest income. Other noninterest income includes income from our SBA banking division, our capital markets divisiondivision, dividends earned on our stock in the Federal Home Loan Bank and the Federal Reserve Bank, and other miscellaneous income and can fluctuate based on production in our SBA banking and capital markets divisions and recognition of other seasonal income items. Our focus is to develop and enhance our products that generate noninterest income in order to diversify revenue sources. The acquisition of The First’s operations was the primary driver of the increase in noninterest income for the threesix months ended MarchJune 31,30, 2026 as compared to the same period in 2025.

Our Wealth Management segment hasconsists twoof divisions:our Trusttrust division, retail financial services division and FinancialPark Services.Place Capital Corporation (“Park Place Capital”), a wholly-owned subsidiary of Renasant. The Trusttrust division operates on a custodial basis, which includes the administration of benefit plans, as well as accounting and money management for trust accounts. The division managesadministers a number of trust accounts inclusive of personal and corporate benefit accounts, IRAs, and custodial accounts. Fees for managing these accountsservices are based on changes inthe market valuesvalue of the assets under managementmanagement, inand vary according to the account,services withprovided the amount of the fee depending onand the type of account. The Financialretail Servicesfinancial services division providesis specializedoperated by registered representatives, who offer investment and insurance products to bank branch customers. These representatives are licensed and supervised by an unaffiliated third-party broker-dealer. Park Place Capital, a SEC-registered investment advisor, provides investment management, financial planning and institutional advisory services to our customers, which include fixedretail and variableinstitutional annuities,clients and serves as advisor and sponsor to a mutual funds,fund complex. Park Place Capital Securities Corporation, a FINRA member broker-dealer, is a wholly-owned subsidiary of Park Place Capital and stocksconducts offeredPark throughPlace aCapital’s thirdbrokerage-related party provider.services. The market value of assets under management or administration was $7,220,486$7,654,995 and $6,469,093$7,347,104 at MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. The Company acquired approximately $471,000 of assets under management through its merger with The First.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market. Originations of mortgage loans to be sold totaled $342,536$410,416 in the firstsecond quarter of 2026 compared to $303,158$491,627 for the same period in 2025. Originations of mortgage loans to be sold totaled $752,952 in the six months ended June 30, 2026 compared to $794,785 for the same period in 2025. The table below presents the components of mortgage banking income included in noninterest income for the periods presented.

Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense and other miscellaneous fees and operating expenses. The decrease in noninterest expense for the second quarter of 2026 as compared to the same period in 2025 is due to the lack of merger and conversion related expenses in the second quarter of 2026 as well as the realization of cost savings in salaries and employee benefits and data processing driven primarily by synergies realized from the acquisition of The First. At the same time, the acquisition of The First’s operations was the primary driver of the increase in noninterest expense for the threesix months ended MarchJune 31,30, 2026 as compared to the same period in 2025.

The efficiency ratio is a measure of productivity in the banking industry. (This ratio is a measure of our ability to turn expenses into revenue. That is, the ratio is designed to reflect the percentage of one dollar that we must expend 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 improvement in our efficiency ratio for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 was driven by revenue growth while at the same time controlling noninterest expenses and eliminating duplicative expenses during the integration of The First into our business model.First.

The increase in the Company’s income before income taxes for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 was the primary driver of the increase in income taxes.

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

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 MarchJune 31,30, 2026. Management also continually monitors past due loans for potential credit quality deterioration. Total loans 30-89 days past due on which interest was still accruing were $68,597$31,141 at MarchJune 31,30, 2026 as compared to $89,162 at December 31, 2025.

Allowance for Credit Losses on Loans; Provision for Credit Losses on Loans. The allowance for credit losses is available to absorb credit losses inherent in the loans held for investment portfolio. Loan losses are charged against the allowance for credit losses when management confirms the uncollectability of a loan balance. Subsequent recoveries, if any, are credited to the allowance. 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. Management evaluates the adequacy of the allowance on a quarterly basis.Thebasis. The following table presents the allocation of the allowance for credit losses on loans and the percentage of each loan category to the total loansallowance for each of periodthe periods presented.

The increase in the allowance for credit losses in the first quarteras of June 30, 2026 as compared to December 31, 2025 was primarily driven by anloan increasegrowth, inincluding non-performingboth loans,acquisition-related and organic growth, coupled with changes in the macroeconomic environment and qualitative factors partially moderated by reductionimprovements in the loanasset portfolio.credit Thequality. provisionProvisioning increased infor select residential relatedresidential-related pools increased due to the risk of a potential stagflationperiod andof valueeconomic declines.stagnation accompanied by persistent inflationary pressures as well as declines in collateral value. 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. For more information about the allowance for credit losses, see the “Critical Accounting Estimates” section in this Item below. 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 $4,224$1,166 or 0.09%0.02% of average loans (annualized), for the three months ended MarchJune 31,30, 2026, as compared to $2,050,$75,400, or 0.06%1.64% of average loans (annualized), during the three months ended MarchJune 31,30, 2025. The provision for credit losses on loans in the second quarter of 2025 was primarily driven by the Day 1 acquisition provision related to the merger with The First. The table below reflects the activity in the allowance for credit losses on loans for the periods presented:

The table below reflects annualized net (charge-offs) (recoveries) to daily average loans outstanding, by loan category, for the periods presented:

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

The decrease in provision for credit losses on unfunded commitments in the firstthree quarterand ofsix months ended June 30, 2026 as compared to the same periods in 2025 was primarily driven by growththe absence of the Day 1 acquisition provision associated with our merger with The First recorded in the balance of unfunded loan commitments in the commercial and residential construction related pools.2025.

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 AprilJuly 1, 2026, in each case as compared to the result under rates present in the market on MarchJune 31,30, 2026. The changes in interest rates assume an instantaneous and parallel shift in the yield curve and do not account for changes in the slope of the yield curve.

The rate shock results for the net interest income simulations for the next 24 months produce an asset sensitive position at MarchJune 31,30, 2026. The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

Core deposits, which are deposits excluding brokered deposits, are the major source of funds used by the Bank to meet cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring the Bank’s liquidity. We may also access the brokered deposit market where rates are favorable to other sources of liquidity (especially in light of collateral requirements for certain borrowings) and core deposits are not sufficient for meeting our current and anticipated short- or long-term liquidity needs. We did not hold any brokered deposits at MarchJune 31,30, 2026 or December 31, 2025. Management continually monitors the Bank’s liquidity and non-core dependency ratios to ensure compliance with targets established by the ALCO.

Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. Within the next twelve months the securities portfolio is forecasted to generate cash flow through principal payments and maturities equal to approximately 14.09%13.32% of the carrying value of the total securities portfolio. Securities within our investment portfolio are also used to secure certain deposit types, short-term borrowings and derivative instruments. At MarchJune 31,30, 2026, securities with a carrying value of $1,746,741$1,638,865 were pledged to secure government, public fund and trust deposits and as collateral for short-term borrowings and derivative instruments as compared to securities with a carrying value of $1,760,542 similarly pledged at December 31, 2025.

Other sources available for meeting liquidity needs include federal funds purchased, short and long-term advances from the FHLB and borrowings from the Federal Reserve Discount Window. Interest is charged at the prevailing market rate on federal funds purchased, FHLB advances and borrowings from the Federal Reserve Discount Window. There were $300,000$310,000 and $550,000 in short-term borrowings from the FHLB at MarchJune 31,30, 2026 and December 31, 2025, respectively. Long-term funds obtained from the FHLB are used to match-fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no outstanding long-term advances with the FHLB at MarchJune 31,30, 2026 or December 31, 2025. The total amount of the remaining credit available to us from the FHLB at MarchJune 31,30, 2026 was $5,480,190.$5,519,985. The credit available at the Federal Reserve Discount Window at MarchJune 31,30, 2026 was $706,245$1,067,639 with no borrowings outstanding as of such date. We also maintain lines of credit with other commercial banks totaling $140,000. These are unsecured lines of credit with the majority maturing at various times within the next twelve months. There were no amounts outstanding under these lines of credit at MarchJune 31,30, 2026 or December 31, 2025.

Finally, we can access the capital markets to meet liquidity needs. The Company maintains a shelf registration statement with the SEC. The shelf registration statement, which was effective upon filing, allows the Company to raise capital from time to time through the sale of common stock, preferred stock, depositary shares, debt securities, rights, warrants and units, or a combination thereof, subject to market conditions. Specific terms and prices will be determined at the time of any offering under a separate prospectus supplement that the Company will 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 for general corporate purposes or as otherwise described in the prospectus supplement applicable to the offering and could include the expansion of the Company’s banking and wealth management operations as well as other business opportunities. Our recently-completed $300,000 subordinated notes offering described abovecompleted in NoteMay 15, “Subsequent Events” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements,2026 and our common stock offering completed in July 2024 reflect our access of the capital markets as described in this paragraph. We have accessed the capital markets to generate liquidity in the form of subordinated notes in previous years, and we have also assumed subordinated notes as part of acquisitions. The carrying value of subordinated notes, net of unamortized debt issuance costs, was $359,434$655,284 at MarchJune 31,30, 2026.

Cash and cash equivalents were $1,216,980$881,203 at MarchJune 31,30, 2026, as compared to $1,091,339$1,378,612 at MarchJune 31,30, 2025. The increasedecrease iswas largely driven by the acquisitionrepurchase of $263,352shares inthrough cashthe Company’s stock repurchase program and cash equivalents in connection with the mergerpayoff withof Thecertain First.short-term borrowings.

Cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $100,055,$182,486, as compared to $50,098$19,535 for the threesix months ended MarchJune 31,30, 2025.

Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $232,856,$475,106, as compared to $236,001$252,847 for the threesix months ended MarchJune 31,30, 2025. Proceeds from the sale, maturity or call of securities within our investment portfolio were $141,463$287,997 for the threesix months ended MarchJune 31,30, 2026, as compared to $56,789$851,862 for the same period in 2025. Purchases of investment securities were $378,991$541,398 during the first threesix months of 2026 and $175,815$946,095 for the same period in 2025.

Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $279,063,$103,105, as compared to $185,210$519,892 for the same period in 2025. Deposits increased $626,414$227,982 and $199,483$556,236 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

The Company’s liquidity and capital resources, as well as its ability to pay dividends to its shareholders, are substantially dependent on the ability of Renasant Bank to transfer funds to the Company in the form of dividends, loans and advances. Under Mississippi law, a Mississippi bank may not pay dividends unless its earned surplus is in excess of three times capital stock. A Mississippi bank with earned surplus in excess of three times capital stock may pay a dividend, subject to the approvalApproval of the Mississippi Department of Banking and Consumer Finance (the “DBCF”), providedis that, effective July 1, 2026, DBCF approval will not bealso required except under certain circumstances such as, for example, when thea Bankbank is subject to a regulatory enforcement or corrective action or would be undercapitalized after giving effect to the proposed dividend. 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, under certain circumstances, the approval of the DBCF is (until July 1, 2026 and thereafterthe Federal Reserve may be) required prior to the Bank paying dividends to the Company, and under certain circumstances Federal Reserve approval may also be required.Company.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At MarchJune 31,30, 2026, the maximum amount available for transfer from the Bank to the Company in the form of loans was $292,638.$298,800. The Company maintains a $3,000 line of credit collateralized by cash with the Bank. There were no amounts outstanding under this line of credit at MarchJune 31,30, 2026.

These restrictions did not have any impact on the Company’s ability to meet its cash obligations in the threesix months ended MarchJune 31,30, 2026, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.