レナサントの四半期報告

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2024


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number: 001-13253

________________________________________________________

RENASANT CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________________________


Mississippi						64-0676974
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

209 Troy Street,

Tupelo,

Mississippi

38804-4827

(Address of principal executive offices)

(Zip Code)

(662) 680-1001

(Registrant’s telephone number, including area code)

________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $5.00 par value per share	RNST	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of April 30, 2024, 56,337,024 shares of the registrant’s common stock, $5.00 par value per share, were outstanding.

Table of Contents

Renasant Corporation and Subsidiaries

Form 10-Q

For the Quarterly Period Ended March 31, 2024

CONTENTS


		Page
PART I	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Income	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Changes in Shareholders’ Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	66

Item 4.	Controls and Procedures	66

PART II	Other Information


Item 1A.	Risk Factors	67

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 5.	Other Information	68

Item 6.	Exhibits	68

SIGNATURES		70

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Renasant Corporation and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share Data)


	(Unaudited)
	March 31, 2024		December 31, 2023
Assets
Cash and due from banks	$	174,349	$	206,680
Interest-bearing balances with banks	670,051		594,671
Cash and cash equivalents	844,400		801,351
Securities held to maturity (net of allowance for credit losses of $32 at each of March 31, 2024 and December 31, 2023) (fair value of $1,085,085 and $1,121,830, respectively)	1,199,111		1,221,464
Securities available for sale, at fair value	764,486		923,279
Loans held for sale, at fair value	191,440		179,756



Loans held for investment, net of unearned income	12,500,525		12,351,230
Allowance for credit losses on loans	(201,052)		(198,578)
Loans, net	12,299,473		12,152,652
Premises and equipment, net	282,193		283,195
Other real estate owned, net	9,142		9,622
Goodwill	991,665		991,665
Other intangible assets, net	17,583		18,795
Bank-owned life insurance	385,186		382,584
Mortgage servicing rights	71,596		91,688
Other assets	289,466		304,484
Total assets	$	17,345,741	$	17,360,535
Liabilities and shareholders’ equity
Liabilities
Deposits
Noninterest-bearing	$	3,516,164	$	3,583,675
Interest-bearing	10,720,999		10,493,110
Total deposits	14,237,163		14,076,785
Short-term borrowings	108,121		307,577
Long-term debt	428,047		429,400
Other liabilities	250,060		249,390
Total liabilities	15,023,391		15,063,152
Shareholders’ equity
Preferred stock, $0.01 par value – 5,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $5.00 par value – 150,000,000 shares authorized; 59,296,725 shares issued; 56,304,860 and 56,142,207 shares outstanding, respectively	296,483		296,483
Treasury stock, at cost – 2,991,865 and 3,154,518 shares, respectively	(99,683)		(105,249)
Additional paid-in capital	1,303,613		1,308,281
Retained earnings	978,880		952,124
Accumulated other comprehensive loss, net of taxes	(156,943)		(154,256)
Total shareholders’ equity	2,322,350		2,297,383
Total liabilities and shareholders’ equity	$	17,345,741	$	17,360,535

See Notes to Consolidated Financial Statements.

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Renasant Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

(In Thousands, Except Share Data)


	Three Months Ended
	March 31,
		2024		2023
Interest income
Loans		$	194,698	$	163,524
Securities
Taxable		9,505		13,253
Tax-exempt		1,195		1,838
Other		7,781		5,430
Total interest income		213,179		184,045
Interest expense
Deposits		82,613		32,866
Borrowings		7,276		15,404
Total interest expense		89,889		48,270
Net interest income		123,290		135,775
Provision for credit losses on loans		2,638		7,960
Recovery of credit losses on unfunded commitments		(200)		(1,500)
Provision for credit losses		2,438		6,460
Net interest income after provision for credit losses		120,852		129,315
Noninterest income
Service charges on deposit accounts		10,506		9,120
Fees and commissions		3,949		4,676
Insurance commissions		2,716		2,446
Wealth management revenue		5,669		5,140
Mortgage banking income		11,370		8,517
Gain on debt extinguishment		56		—

BOLI income		2,691		3,003

Other		4,424		4,391
Total noninterest income		41,381		37,293
Noninterest expense
Salaries and employee benefits		71,470		69,832
Data processing		3,807		3,633
Net occupancy and equipment		11,389		11,405
Other real estate owned		107		30
Professional fees		3,348		3,467
Advertising and public relations		4,886		4,686
Intangible amortization		1,212		1,426
Communications		2,024		1,980




Other		14,669		12,749
Total noninterest expense		112,912		109,208
Income before income taxes		49,321		57,400
Income taxes		9,912		11,322
Net income		$	39,409	$	46,078


Basic earnings per share		$	0.70	$	0.82
Diluted earnings per share		$	0.70	$	0.82
Cash dividends per common share		$	0.22	$	0.22

See Notes to Consolidated Financial Statements.

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Renasant Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

(In Thousands)


	Three Months Ended
	March 31,
		2024		2023
Net income		$	39,409	$	46,078
Other comprehensive income, net of tax:
Securities available for sale:
Unrealized holding (losses) gains on securities		(4,634)		15,531


Amortization of unrealized holding losses on securities transferred to the held to maturity category		2,438		2,328
Total securities available for sale		(2,196)		17,859
Derivative instruments:
Unrealized holding losses on derivative instruments		(570)		(1,232)

Total derivative instruments		(570)		(1,232)
Defined benefit pension and post-retirement benefit plans:


Amortization of net actuarial loss recognized in net periodic pension cost		79		86
Total defined benefit pension and post-retirement benefit plans		79		86
Other comprehensive (loss) income, net of tax		(2,687)		16,713
Comprehensive income		$	36,722	$	62,791

See Notes to Consolidated Financial Statements.

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Renasant Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(In Thousands, Except Share Data)


	Common Stock			Treasury Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Three Months Ended March 31, 2024	Shares	Amount
Balance at January 1, 2024	56,142,207	$	296,483	$	(105,249)	$	1,308,281	$	952,124	$	(154,256)	$	2,297,383

Net income	—	—		—		—		39,409		—		39,409
Other comprehensive loss	—	—		—		—		—		(2,687)		(2,687)
Comprehensive income												36,722
Cash dividends ($0.22 per share)	—	—		—		—		(12,653)		—		(12,653)


Issuance of common stock for stock-based compensation awards	162,653	—		5,566		(8,660)		—		—		(3,094)
Stock-based compensation expense	—	—		—		3,992		—		—		3,992

Balance at March 31, 2024	56,304,860	$	296,483	$	(99,683)	$	1,303,613	$	978,880	$	(156,943)	$	2,322,350


	Common Stock			Treasury Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Three Months Ended March 31, 2023	Shares	Amount
Balance at January 1, 2023	55,953,104	$	296,483	$	(111,577)	$	1,302,422	$	857,725	$	(209,037)	$	2,136,016

Net income	—	—		—		—		46,078		—		46,078
Other comprehensive income	—	—		—		—		—		16,713		16,713
Comprehensive income												62,791
Cash dividends ($0.22 per share)	—	—		—		—		(12,561)		—		(12,561)


Issuance of common stock for stock-based compensation awards	120,554	—		4,018		(6,409)		—		—		(2,391)
Stock-based compensation expense	—	—		—		3,445		—		—		3,445

Balance at March 31, 2023	56,073,658	$	296,483	$	(107,559)	$	1,299,458	$	891,242	$	(192,324)	$	2,187,300

See Notes to Consolidated Financial Statements.

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Renasant Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

(In Thousands)


	Three Months Ended March 31,
	2024		2023
Operating activities
Net income	$	39,409	$	46,078
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses	2,438		6,460
Depreciation, amortization and accretion	8,097		9,237
Deferred income tax expense	1,706		2,667
Proceeds from sale of MSR	23,011		—
Gain on sale of MSR	(3,472)		—
Funding of mortgage loans held for sale	(260,424)		(258,946)
Proceeds from sales of mortgage loans held for sale	250,399		212,755
Gains on sales of mortgage loans held for sale	(4,535)		(4,769)


Debt prepayment benefit	(56)		—
Losses on sales of premises and equipment	50		2
Stock-based compensation expense	3,992		3,445

Decrease (increase) in other assets	9,904		(10,945)
Increase in other liabilities	(5,462)		(13,366)
Net cash provided by (used in) operating activities	65,057		(7,382)
Investing activities
Purchases of securities available for sale	(46,975)		—
Proceeds from sales of securities available for sale	177,185		—
Proceeds from call/maturities of securities available for sale	22,148		45,342


Proceeds from call/maturities of securities held to maturity	24,159		25,424
Net increase in loans	(148,854)		(195,617)
Purchases of premises and equipment	(3,296)		(8,237)
Proceeds from sales of premises and equipment	256		—

Net change in FHLB stock	5,120		(22,130)
Proceeds from sales of other assets	132		647

Other, net	93		1,340
Net cash provided by (used in) investing activities	29,968		(153,231)
Financing activities
Net decrease in noninterest-bearing deposits	(67,511)		(313,879)
Net increase in interest-bearing deposits	227,889		738,933
Net (decrease) increase in short-term borrowings	(199,456)		19,825

Repayment of long-term debt	(245)		—
Cash paid for dividends	(12,653)		(12,561)



Net cash (used in) provided by financing activities	(51,976)		432,318
Net increase in cash and cash equivalents	43,049		271,705
Cash and cash equivalents at beginning of period	801,351		575,992
Cash and cash equivalents at end of period	$	844,400	$	847,697


Supplemental disclosures
Cash paid for interest	$	91,121	$	41,239
Cash paid for income taxes	$	—	$	17,443
Noncash transactions:
Transfers of loans to other real estate owned	$	195	$	3,623




Recognition of operating right-of-use assets	$	1,157	$	531
Recognition of operating lease liabilities	$	1,157	$	531

See Notes to Consolidated Financial Statements.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Summary of Significant Accounting Policies

(In Thousands)

Nature of Operations: Renasant Corporation (referred to herein as the “Company”) owns and operates Renasant Bank (“Renasant Bank” or the “Bank”), Renasant Insurance, Inc., Park Place Capital Corporation and Continental Republic Capital, LLC (doing business as “Republic Business Credit”). Through its subsidiaries, the Company offers a diversified range of financial, wealth management, fiduciary and insurance services to its retail and commercial customers from offices located throughout the Southeast and offers factoring and asset-based lending on a nationwide basis.

Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company’s significant accounting policies, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 23, 2024.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates, and such differences may be material.

Impact of Recently-Issued Accounting Standards and Pronouncements:

In March 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” (“ASU 2023-02”), which permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. ASU 2023-02 was effective on January 1, 2024. The adoption of this accounting pronouncement will have no impact on the Company’s historical financial statements but could influence the Company’s decisions with respect to investments in certain tax credits prospectively.

In October 2023, FASB issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). ASU 2023-06 adds a number of disclosure requirements to the Codification in response to the Securities and Exchange Commission (“SEC”) initiative to update and simplify disclosure requirements. ASU 2023-06 is to be applied prospectively, and early adoption is prohibited. For SEC reporting entities, the effective dates will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entities. ASU 2023-06 is not expected to have significant impact on our financial statements.

In November 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which amends the disclosure requirements related to segment reporting primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. ASU 2023-07 was effective January 1, 2024 and did not have a significant impact on our financial statements or segment disclosures.

In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. Entities will also be required to disclose income/(loss) from continuing operations before income tax expense/(benefit) disaggregated between domestic and foreign, as well as income tax expense/(benefit) from continuing operations disaggregated by federal, state and foreign. ASU 2023-09 is effective January 1, 2025 and is not expected to have a significant impact on our financial statements.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 2 – Securities

(In Thousands, Except Number of Securities)

The amortized cost and fair value of securities available for sale were as follows as of the dates presented in the tables below.

There was no allowance for credit losses allocated to any of the Company’s available for sale securities as of March 31, 2024 or December 31, 2023.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2024


Obligations of states and political subdivisions	$	21,669	$	88	$	(1,994)	$	19,763
Residential mortgage backed securities:
Government agency mortgage backed securities	198,253		99		(26,073)		172,279
Government agency collateralized mortgage obligations	431,344		—		(90,453)		340,891
Commercial mortgage backed securities:
Government agency mortgage backed securities	6,023		—		(679)		5,344
Government agency collateralized mortgage obligations	137,524		—		(22,702)		114,822

Other debt securities	115,235		583		(4,431)		111,387

	$	910,048	$	770	$	(146,332)	$	764,486


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
December 31, 2023


Obligations of states and political subdivisions	$	36,374	$	119	$	(1,883)	$	34,610
Residential mortgage backed securities:
Government agency mortgage backed securities	301,400		172		(24,968)		276,604
Government agency collateralized mortgage obligations	485,164		—		(85,883)		399,281
Commercial mortgage backed securities:
Government agency mortgage backed securities	6,029		—		(637)		5,392
Government agency collateralized mortgage obligations	161,299		24		(21,965)		139,358

Other debt securities	72,383		109		(4,458)		68,034

	$	1,062,649	$	424	$	(139,794)	$	923,279

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The amortized cost and fair value of securities held to maturity were as follows as of the dates presented:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2024
Obligations of states and political subdivisions	$	287,255	$	51	$	(37,550)	$	249,756
Residential mortgage backed securities
Government agency mortgage backed securities	414,485		—		(24,465)		390,020
Government agency collateralized mortgage obligations	379,244		—		(36,971)		342,273
Commercial mortgage backed securities:
Government agency mortgage backed securities	16,977		—		(3,056)		13,921
Government agency collateralized mortgage obligations	44,360		—		(7,411)		36,949
Other debt securities	56,822		—		(4,656)		52,166
	$	1,199,143	$	51	$	(114,109)	$	1,085,085
Allowance for credit losses - held to maturity securities	(32)
Held to maturity securities, net of allowance for credit losses	$	1,199,111


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
December 31, 2023
Obligations of states and political subdivisions	$	288,154	$	74	$	(33,688)	$	254,540
Residential mortgage backed securities
Government agency mortgage backed securities	426,264		—		(20,314)		405,950
Government agency collateralized mortgage obligations	387,208		—		(31,670)		355,538
Commercial mortgage backed securities:
Government agency mortgage backed securities	16,983		—		(2,972)		14,011
Government agency collateralized mortgage obligations	44,514		—		(6,977)		37,537
Other debt securities	58,373		—		(4,119)		54,254
	$	1,221,496	$	74	$	(99,740)	$	1,121,830
Allowance for credit losses - held to maturity securities	(32)
Held to maturity securities, net of allowance for credit losses	$	1,221,464

Securities sold were as follows for the three months ended March 31, 2024. The Company intended to sell these securities as of December 31, 2023, and completed the sale in January 2024. Therefore, the Company impaired the securities and recognized the loss in net income as of December 31, 2023. There were no securities sold during the first quarter of 2023.



	Carrying Value Immediately Prior to Sale		Net Proceeds		Impairment Recognized in December 2023













Three months ended March 31, 2024

Obligations of states and political subdivisions	$	12,301	$	11,360	$	(941)
Residential mortgage backed securities:
Government agency mortgage backed securities	107,389		95,922		(11,467)
Government agency collateralized mortgage obligations	48,300		43,990		(4,310)
Commercial mortgage backed securities:

Government agency collateralized mortgage obligations	28,547		25,913		(2,634)



	$	196,537	$	177,185	$	(19,352)

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

At March 31, 2024 and December 31, 2023, securities with a carrying value of $799,198 and $880,715, respectively, were pledged to secure government, public and trust deposits. Securities with a carrying value of $14,106 and $14,329 were pledged as collateral for short-term borrowings and derivative instruments at March 31, 2024 and December 31, 2023, respectively.

The amortized cost and fair value of securities at March 31, 2024 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers may call or prepay obligations with or without call or prepayment penalties.


	Held to Maturity				Available for Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	—	$	—	$	2,274	$	2,231
Due after one year through five years	7,705		7,249		35,762		36,003
Due after five years through ten years	112,024		99,428		38,877		34,712
Due after ten years	224,348		195,245		52,283		51,365
Residential mortgage backed securities:
Government agency mortgage backed securities	414,485		390,020		198,253		172,279
Government agency collateralized mortgage obligations	379,244		342,273		431,344		340,891
Commercial mortgage backed securities:
Government agency mortgage backed securities	16,977		13,921		6,023		5,344
Government agency collateralized mortgage obligations	44,360		36,949		137,524		114,822
Other debt securities	—		—		7,708		6,839

	$	1,199,143	$	1,085,085	$	910,048	$	764,486

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The following tables present the age of gross unrealized losses and fair value by investment category for which an allowance for credit losses has not been recorded as of the dates presented:


	Less than 12 Months					12 Months or More					Total
	#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses
Available for Sale:
March 31, 2024

Obligations of states and political subdivisions	—	$	—	$	—	7	$	13,253	$	(1,994)	7	$	13,253	$	(1,994)
Residential mortgage backed securities:
Government agency mortgage backed securities	4	6,720		(45)		36	161,215		(26,028)		40	167,935		(26,073)
Government agency collateralized mortgage obligations	—	—		—		37	340,806		(90,453)		37	340,806		(90,453)
Commercial mortgage backed securities:
Government agency mortgage backed securities	—	—		—		2	5,344		(679)		2	5,344		(679)
Government agency collateralized mortgage obligations	2	7,694		(87)		25	107,128		(22,615)		27	114,822		(22,702)

Other debt securities	—	—		—		21	37,296		(4,431)		21	37,296		(4,431)
Total	6	$	14,414	$	(132)	128	$	665,042	$	(146,200)	134	$	679,456	$	(146,332)
December 31, 2023

Obligations of states and political subdivisions	3	$	2,914	$	(2)	9	$	15,198	$	(1,881)	12	$	18,112	$	(1,883)
Residential mortgage backed securities:
Government agency mortgage backed securities	1	806		(25)		35	166,963		(24,943)		36	167,769		(24,968)
Government agency collateralized mortgage obligations	—	—		—		37	354,574		(85,883)		37	354,574		(85,883)
Commercial mortgage backed securities:
Government agency mortgage backed securities	—	—		—		2	5,392		(637)		2	5,392		(637)
Government agency collateralized mortgage obligations	—	—		—		25	108,575		(21,965)		25	108,575		(21,965)

Other debt securities	2	3,099		(195)		19	35,072		(4,263)		21	38,171		(4,458)

Total	6	$	6,819	$	(222)	127	$	685,774	$	(139,572)	133	$	692,593	$	(139,794)

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Less than 12 Months					12 Months or More					Total
	#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses
Held to Maturity:
March 31, 2024
Obligations of states and political subdivisions	1	$	2,372	$	(16)	127	$	245,670	$	(37,534)	128	$	248,042	$	(37,550)
Residential mortgage backed securities:
Government agency mortgage backed securities	—	—		—		70	390,021		(24,465)		70	390,021		(24,465)
Government agency collateralized mortgage obligations	—	—		—		18	342,272		(36,971)		18	342,272		(36,971)
Commercial mortgage backed securities:
Government agency mortgage backed securities	—	—		—		1	13,921		(3,056)		1	13,921		(3,056)
Government agency collateralized mortgage obligations	—	—		—		9	36,949		(7,411)		9	36,949		(7,411)
Other debt securities	—	—		—		10	52,167		(4,656)		10	52,167		(4,656)
Total	1	$	2,372	$	(16)	235	$	1,081,000	$	(114,093)	236	$	1,083,372	$	(114,109)
December 31, 2023
Obligations of states and political subdivisions	2	$	2,807	$	(25)	126	$	249,995	$	(33,663)	128	$	252,802	$	(33,688)
Residential mortgage backed securities:
Government agency mortgage backed securities	—	—		—		70	405,950		(20,314)		70	405,950		(20,314)
Government agency collateralized mortgage obligations	—	—		—		18	355,538		(31,670)		18	355,538		(31,670)
Commercial mortgage backed securities:
Government agency mortgage backed securities	—	—		—		1	14,011		(2,972)		1	14,011		(2,972)
Government agency collateralized mortgage obligations	—	—		—		9	37,537		(6,977)		9	37,537		(6,977)
Other debt securities	—	—		—		10	54,254		(4,119)		10	54,254		(4,119)
Total	2	$	2,807	$	(25)	234	$	1,117,285	$	(99,715)	236	$	1,120,092	$	(99,740)

The Company evaluates its available for sale investment securities in an unrealized loss position on a quarterly basis. If the Company intends to sell the security or it is more likely than not that it will be required to sell before recovery, the entire unrealized loss is recorded as a loss within noninterest income in the Consolidated Statements of Income along with a corresponding adjustment to the amortized cost basis of the security. If the Company does not intend to sell the security and it is not more likely than not that it will be required to sell the security before recovery of its amortized cost basis, the Company evaluates if any of the unrealized loss is related to a potential credit loss. The amount related to credit loss, if any, is recognized in earnings as a provision for credit loss and a corresponding allowance for credit losses is established; each is calculated as the difference between the estimate of the discounted future contractual cash flows and the amortized cost basis of the security. A number of qualitative and quantitative factors are considered by management in the estimate of the discounted future contractual cash flows, including the financial condition of the underlying issuer, current and projected deferrals or defaults and credit ratings by nationally recognized statistical rating agencies. The remaining difference between the fair value and the amortized cost basis of the security is considered the amount related to other market factors and is recognized in other comprehensive income, net of tax.

As of March 31, 2024, the Company does not intend to sell any of the securities in an unrealized loss position, and it is not more likely than not that the Company will be required to sell any such security prior to the recovery of its amortized cost basis, which may be maturity. Furthermore, more than 90% of available for sale securities have the explicit or implicit backing of the federal government. Performance of these securities has been in line with broader market price performance, indicating that increases in market-based, risk-free rates, and not credit-related factors, are driving losses.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

When determining the fair value of the contractual cash flows for municipal and corporate securities, the Company considers historical experience with credit sensitive securities, current market conditions, the financial condition of the underlying issuer, current credit ratings, ratings changes and outlook, explicit and implicit guarantees, or insurance programs. Based upon its review of these factors as of March 31, 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 other comprehensive income (loss). See Note 12, “Other Comprehensive Income (Loss)” for more information on the Company’s unrealized losses on securities.

The allowance for credit losses on held to maturity securities was $32 at March 31, 2024 and December 31, 2023. The Company monitors the credit quality of debt securities held to maturity using bond investment grades assigned by third party ratings agencies. Updated investment grades are obtained as they become available from agencies. As of March 31, 2024, all of the amortized cost of debt securities held to maturity were rated A or higher by the ratings agencies.

Note 3 – Loans

(In Thousands, Except Number of Loans)

For purposes of this Note 3, all references to “loans” mean loans excluding loans held for sale.

The following is a summary of loans and leases as of the dates presented:


	March 31, 2024		December 31, 2023
Commercial, financial, agricultural	$	1,869,408	$	1,871,821
Lease financing	113,070		122,807
Real estate – construction:
Residential	271,966		269,616
Commercial	971,569		1,063,781
Total real estate – construction	1,243,535		1,333,397
Real estate – 1-4 family mortgage:
Primary	2,404,521		2,422,482
Home equity	525,346		522,688
Rental/investment	387,556		373,755
Land development	111,863		120,994
Total real estate – 1-4 family mortgage	3,429,286		3,439,919
Real estate – commercial mortgage:
Owner-occupied	1,678,911		1,648,961
Non-owner occupied	3,970,881		3,733,174
Land development	103,438		104,415
Total real estate – commercial mortgage	5,753,230		5,486,550
Installment loans to individuals	97,592		103,523
Gross loans	12,506,121		12,358,017
Unearned income	(5,596)		(6,787)
Loans, net of unearned income	$	12,500,525	$	12,351,230

Past Due and Nonaccrual Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Generally, the recognition of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Consumer and other retail loans are typically charged-off no later than the time the loan is 120 days past due. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

For loans that are placed on nonaccrual status or charged-off, all interest accrued for the current year but not collected is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The following tables provide an aging of past due accruing and nonaccruing loans, segregated by class, as of the dates presented:


	Accruing Loans								Nonaccruing Loans
	30-89 Days Past Due		90 Days or More Past Due		Current Loans		Total Loans		30-89 Days Past Due		90 Days or More Past Due		Current Loans		Total Loans		Total Loans
March 31, 2024
Commercial, financial, agricultural	$	3,276	$	227	$	1,859,544	$	1,863,047	$	195	$	1,200	$	4,966	$	6,361	$	1,869,408
Lease financing	—		—		113,070		113,070		—		—		—		—		113,070
Real estate – construction:
Residential	225		—		271,741		271,966		—		—		—		—		271,966
Commercial	—		—		971,569		971,569		—		—		—		—		971,569
Total real estate – construction	225		—		1,243,310		1,243,535		—		—		—		—		1,243,535
Real estate – 1-4 family mortgage:
Primary	38,827		219		2,315,561		2,354,607		13,360		22,688		13,866		49,914		2,404,521
Home equity	3,829		—		518,610		522,439		697		1,050		1,160		2,907		525,346
Rental/investment	124		—		385,261		385,385		316		1,786		69		2,171		387,556
Land development	25		—		111,661		111,686		—		177		—		177		111,863
Total real estate – 1-4 family mortgage	42,805		219		3,331,093		3,374,117		14,373		25,701		15,095		55,169		3,429,286
Real estate – commercial mortgage:
Owner-occupied	5,965		—		1,670,777		1,676,742		—		231		1,938		2,169		1,678,911
Non-owner occupied	3,048		—		3,958,352		3,961,400		—		—		9,481		9,481		3,970,881
Land development	3,388		—		99,855		103,243		2		89		104		195		103,438
Total real estate – commercial mortgage	12,401		—		5,728,984		5,741,385		2		320		11,523		11,845		5,753,230
Installment loans to individuals	925		5		96,263		97,193		39		92		268		399		97,592
Unearned income	—		—		(5,596)		(5,596)		—		—		—		—		(5,596)
Loans, net of unearned income	$	59,632	$	451	$	12,366,668	$	12,426,751	$	14,609	$	27,313	$	31,852	$	73,774	$	12,500,525

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Accruing Loans								Nonaccruing Loans
	30-89 Days Past Due		90 Days or More Past Due		Current Loans		Total Loans		30-89 Days Past Due		90 Days or More Past Due		Current Loans		Total Loans		Total Loans
December 31, 2023
Commercial, financial, agricultural	$	1,098	$	483	$	1,864,441	$	1,866,022	$	1,310	$	1,296	$	3,193	$	5,799	$	1,871,821
Lease financing	687		—		122,120		122,807		—		—		—		—		122,807
Real estate – construction:
Residential	—		—		269,616		269,616		—		—		—		—		269,616
Commercial	—		—		1,063,781		1,063,781		—		—		—		—		1,063,781
Total real estate – construction	—		—		1,333,397		1,333,397		—		—		—		—		1,333,397
Real estate – 1-4 family mortgage:
Primary	33,679		—		2,344,629		2,378,308		9,454		19,394		15,326		44,174		2,422,482
Home equity	3,004		—		516,835		519,839		987		868		994		2,849		522,688
Rental/investment	9		58		371,508		371,575		43		1,786		351		2,180		373,755
Land development	206		—		120,769		120,975		—		19		—		19		120,994
Total real estate – 1-4 family mortgage	36,898		58		3,353,741		3,390,697		10,484		22,067		16,671		49,222		3,439,919
Real estate – commercial mortgage:
Owner-occupied	4,867		—		1,640,721		1,645,588		131		1,904		1,338		3,373		1,648,961
Non-owner occupied	9,161		—		3,714,239		3,723,400		6,740		—		3,034		9,774		3,733,174
Land development	90		—		104,025		104,115		—		259		41		300		104,415
Total real estate – commercial mortgage	14,118		—		5,458,985		5,473,103		6,871		2,163		4,413		13,447		5,486,550
Installment loans to individuals	1,230		13		101,932		103,175		13		4		331		348		103,523
Unearned income	—		—		(6,787)		(6,787)		—		—		—		—		(6,787)
Loans, net of unearned income	$	54,031	$	554	$	12,227,829	$	12,282,414	$	18,678	$	25,530	$	24,608	$	68,816	$	12,351,230

Certain Modifications to Borrowers Experiencing Financial Difficulty

Certain modifications of loans made to borrowers experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay (including extension of the amortization period), or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, are required to be disclosed in accordance with ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). All modifications for the three months ended March 31, 2024 and 2023 and which met the disclosure criteria in ASU 2022-02 were performing in accordance with their modified terms at March 31, 2024 and 2023, respectively. Unused commitments totaled $85 at March 31, 2024. There were no unused commitments at March 31, 2023. Upon the Company’s determination that a modification has been subsequently deemed uncollectible, the loan, or portion of the loan, is charged off, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is adjusted accordingly. See Note 4, “Allowance for Credit Losses,” for more information on the allowance for credit losses.

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The following tables present the amortized cost basis of loans that were experiencing financial difficulty, modified during the three months ended March 31, 2024 and 2023, respectively and required to be disclosed under ASU 2022-02, by class of financing receivable and by type of modification. The percentage of the amortized cost basis for each class of disclosed modifications as compared to the amortized cost basis of each class of loans is also presented below.


	Three Months Ended March 31, 2024
	Interest Rate Reduction		Term Extension		Payment Delay		Term Extension and Payment Delay		Interest Rate Reduction and Term Extension		Total		% Total Loans by Class
Commercial, financial, agricultural	$	1,741	$	165	$	—	$	517	$	—	$	2,423	0.13	%





Real estate – 1-4 family mortgage:
Primary	—		33		246		—		—		279		0.01




Real estate – commercial mortgage:
Owner-occupied	7,431		187		—		—		270		7,888		0.47
Non-owner occupied	—		—		89		—		—		89		—

Total real estate – commercial mortgage	7,431		187		89		—		270		7,977		0.14
Installment loans to individuals	—		—		14		—		—		14		0.01
Loans, net of unearned income	$	9,172	$	385	$	349	$	517	$	270	$	10,693	0.09	%

Note: payment delay includes extension of the amortization period.


	Three Months Ended March 31, 2023
	Interest Rate Reduction		% Total Loans by Class












Real estate – commercial mortgage:
Owner-occupied	$	155	0.01	%
Non-owner occupied	1,029		0.03



Loans, net of unearned income	$	1,184	0.01	%

The following tables present the weighted average financial effect of loan modifications requiring disclosure under ASU 2022-02 by class of financing receivable for the three months ended March 31, 2024 and 2023.


	Three Months Ended March 31, 2024
	Interest Rate Reduction (in basis points)	Term Extension (in months)	Payment Delay (in months)
Commercial, financial, agricultural	39	7.5	—




Real estate – 1-4 family mortgage:
Primary	—	24.0	35.7



Real estate – commercial mortgage:
Owner-occupied	47	10.0	—
Non-owner occupied	—	—	9.0

Installment loans to individuals	—	—	17.0

Note: payment delay includes extension of the amortization period.

Three months ended March 31, 2024

Loan Type

Financial Effect

Combination - Term Extension and Payment Delay

Commercial, financial, agricultural

Extended the term and delayed the payment 42 months

Combination - Interest Rate Reduction and Term Extension

Real Estate - Commercial Mortgage - Owner-Occupied

Reduced the interest rate by 275 basis points and extended the term 21 months

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note: payment delay includes extension of the amortization period.

Three Months Ended March 31, 2023

Interest Rate Reduction (in basis points)

Real estate – commercial mortgage:

Owner-occupied

Non-owner occupied

Credit Quality

For loans with a commercial purpose, internal risk-rating grades are assigned by lending, credit administration and loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan. Management analyzes the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the portfolio balances of commercial and commercial real estate secured loans. Loan grades range between 10 and 95, with 10 being loans with the least credit risk. Loans within the “Pass” grade (those with a risk rating between 10 and 60) generally have a lower risk of loss and therefore a lower risk factor applied to the loan balances. The “Special Mention” grade (those with a risk rating of 70) represents a loan where a significant adverse risk-modifying action is anticipated in the near term and, if left uncorrected, could result in deterioration of the credit quality of the loan. Loans that migrate toward the “Substandard” grade (those with a risk rating between 80 and 95) generally have a higher risk of loss and therefore a higher risk factor applied to those related loan balances.

The following tables present the Company’s loan portfolio by year of origination and internal risk-rating grades as of the dates presented:


	Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
March 31, 2024
Commercial, Financial, Agricultural	$	77,044	$	290,663	$	270,335	$	156,083	$	94,343	$	82,457	$	873,299	$	4,834	$	1,849,058
Pass	69,435		289,225		255,011		155,263		93,524		77,012		796,122		3,761		1,739,353
Special Mention	44		814		222		299		172		473		44,848		1		46,873
Substandard	7,565		624		15,102		521		647		4,972		32,329		1,072		62,832

Lease Financing Receivables	$	5,619	$	30,940	$	46,897	$	11,487	$	5,441	$	6,380	$	—	$	—	$	106,764
Pass	5,619		29,491		42,561		11,211		3,791		5,928		—		—		98,601
Special Mention	—		1,449		3,898		276		1,650		452		—		—		7,725
Substandard	—		—		438		—		—		—		—		—		438

Real Estate - Construction	$	78,762	$	296,194	$	549,456	$	224,073	$	—	$	364	$	1,063	$	—	$	1,149,912
Residential	47,902		118,273		10,741		—		—		364		1,063		—		178,343
Pass	47,734		115,241		9,072		—		—		364		1,063		—		173,474
Special Mention	168		2,750		—		—		—		—		—		—		2,918
Substandard	—		282		1,669		—		—		—		—		—		1,951

Commercial	30,860		177,921		538,715		224,073		—		—		—		—		971,569
Pass	30,860		165,618		538,715		224,073		—		—		—		—		959,266
Special Mention	—		12,303		—		—		—		—		—		—		12,303
Substandard	—		—		—		—		—		—		—		—		—

Real Estate - 1-4 Family Mortgage	$	37,476	$	140,317	$	163,320	$	92,100	$	39,290	$	45,732	$	30,963	$	1,999	$	551,197
Primary	1,136		7,431		8,127		6,158		3,420		9,860		1,901		886		38,919
Pass	1,136		7,239		7,940		5,714		3,420		9,535		1,901		886		37,771
Special Mention	—		—		—		—		—		28		—		—		28
Substandard	—		192		187		444		—		297		—		—		1,120

Home Equity	—		1,028		10		981		—		—		22,387		58		24,464

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
Pass	—		1,028		10		981		—		—		22,184		—		24,203
Special Mention	—		—		—		—		—		—		203		—		203
Substandard	—		—		—		—		—		—		—		58		58

Rental/Investment	20,318		95,046		126,021		72,768		35,505		32,292		4,489		1,055		387,494
Pass	20,261		94,436		125,868		72,157		33,685		31,500		4,489		806		383,202
Special Mention	—		61		46		197		43		49		—		—		396
Substandard	57		549		107		414		1,777		743		—		249		3,896

Land Development	16,022		36,812		29,162		12,193		365		3,580		2,186		—		100,320
Pass	16,022		36,775		29,162		12,193		365		3,479		2,186		—		100,182
Special Mention	—		—		—		—		—		101		—		—		101
Substandard	—		37		—		—		—		—		—		—		37

Real Estate - Commercial Mortgage	$	212,539	$	711,453	$	1,693,169	$	1,115,209	$	719,748	$	1,066,371	$	178,775	$	43,804	$	5,741,068
Owner-Occupied	58,853		261,181		366,383		309,977		210,035		414,837		54,321		3,195		1,678,782
Pass	58,853		257,650		349,540		307,144		208,132		403,233		49,955		2,925		1,637,432
Special Mention	—		306		7,324		880		140		6,572		—		—		15,222
Substandard	—		3,225		9,519		1,953		1,763		5,032		4,366		270		26,128

Non-Owner Occupied	140,443		433,821		1,293,909		793,498		505,910		643,075		119,774		40,427		3,970,857
Pass	140,440		429,833		1,291,004		774,632		501,667		577,219		119,774		32,053		3,866,622
Special Mention	3		1,326		2,723		18,509		4,068		22,198		—		—		48,827
Substandard	—		2,662		182		357		175		43,658		—		8,374		55,408

Land Development	13,243		16,451		32,877		11,734		3,803		8,459		4,680		182		91,429
Pass	13,243		16,010		29,184		11,512		3,665		8,239		4,656		182		86,691
Special Mention	—		417		3,316		35		—		—		—		—		3,768
Substandard	—		24		377		187		138		220		24		—		970

Installment loans to individuals	$	49	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	49
Pass	49		—		—		—		—		—		—		—		49
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—

Total loans subject to risk rating	$	411,489	$	1,469,567	$	2,723,177	$	1,598,952	$	858,822	$	1,201,304	$	1,084,100	$	50,637	$	9,398,048
Pass	403,652		1,442,546		2,678,067		1,574,880		848,249		1,116,509		1,002,330		40,613		9,106,846
Special Mention	215		19,426		17,529		20,196		6,073		29,873		45,051		1		138,364
Substandard	7,622		7,595		27,581		3,876		4,500		54,922		36,719		10,023		152,838


	Term Loans Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
December 31, 2023
Commercial, Financial, Agricultural	$	312,902	$	289,264	$	162,535	$	98,894	$	51,162	$	38,518	$	883,302	$	19,440	$	1,856,017
Pass	311,312		288,249		161,902		97,771		50,936		32,169		870,792		19,338		1,832,469
Special Mention	893		364		10		294		—		291		914		63		2,829
Substandard	697		651		623		829		226		6,058		11,596		39		20,719

Lease Financing Receivables	$	32,842	$	49,628	$	12,317	$	13,553	$	5,969	$	1,700	$	—	$	—	$	116,009
Pass	32,842		47,050		12,317		11,735		5,443		1,395		—		—		110,782

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Term Loans Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
Watch	—		2,578		—		1,818		526		305		—		—		5,227
Substandard	—		—		—		—		—		—		—		—		—

Real Estate - Construction	$	320,889	$	581,201	$	308,442	$	16,066	$	—	$	1,823	$	1,225	$	—	$	1,229,646
Residential	149,399		12,883		1,989		—		—		369		1,225		—		165,865
Pass	146,535		10,147		1,989		—		—		369		1,225		—		160,265
Special Mention	2,415		—		—		—		—		—		—		—		2,415
Substandard	449		2,736		—		—		—		—		—		—		3,185

Commercial	171,490		568,318		306,453		16,066		—		1,454		—		—		1,063,781
Pass	142,917		568,318		306,453		16,066		—		1,454		—		—		1,035,208
Special Mention	28,573		—		—		—		—		—		—		—		28,573
Substandard	—		—		—		—		—		—		—		—		—

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Term Loans Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
Real Estate - 1-4 Family Mortgage	$	145,568	$	176,724	$	100,757	$	41,542	$	19,753	$	30,783	$	30,889	$	1,834	$	547,850
Primary	8,512		8,729		6,194		3,943		1,792		8,573		3,272		915		41,930
Pass	8,134		8,511		5,859		3,943		1,781		8,140		3,272		915		40,555
Special Mention	183		—		—		—		—		34		—		—		217
Substandard	195		218		335		—		11		399		—		—		1,158

Home Equity	1,107		10		996		—		—		16		20,628		74		22,831
Pass	1,107		10		996		—		—		1		20,628		—		22,742
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		15		—		74		89

Rental/Investment	89,760		129,241		75,457		37,171		17,817		18,721		4,678		845		373,690
Pass	89,135		128,939		74,330		35,388		16,670		18,109		4,678		583		367,832
Special Mention	63		47		256		4		50		42		—		—		462
Substandard	562		255		871		1,779		1,097		570		—		262		5,396

Land Development	46,189		38,744		18,110		428		144		3,473		2,311		—		109,399
Pass	46,151		38,744		18,110		409		144		3,372		2,311		—		109,241
Special Mention	—		—		—		—		—		101		—		—		101
Substandard	38		—		—		19		—		—		—		—		57

Real Estate - Commercial Mortgage	$	716,844	$	1,572,099	$	1,111,564	$	717,571	$	429,783	$	723,344	$	176,617	$	26,252	$	5,474,074
Owner-Occupied	264,589		336,491		321,491		214,365		164,931		283,517		60,200		3,247		1,648,831
Pass	260,831		325,575		318,391		212,368		159,552		275,088		56,453		2,977		1,611,235
Special Mention	562		1,147		890		107		3,385		2,953		25		—		9,069
Substandard	3,196		9,769		2,210		1,890		1,994		5,476		3,722		270		28,527

Non-Owner Occupied	432,769		1,195,500		776,264		499,290		260,355		434,541		111,609		22,821		3,733,149
Pass	428,740		1,194,864		761,476		494,971		223,264		398,188		111,609		13,774		3,626,886
Special Mention	1,339		454		14,422		4,111		14,001		12,677		—		—		47,004
Substandard	2,690		182		366		208		23,090		23,676		—		9,047		59,259

Land Development	19,486		40,108		13,809		3,916		4,497		5,286		4,808		184		92,094
Pass	18,996		36,479		13,567		3,775		4,479		5,046		4,776		184		87,302
Special Mention	432		3,334		36		—		—		—		—		—		3,802
Substandard	58		295		206		141		18		240		32		—		990

Installment loans to individuals	$	—	$	—	$	—	$	—	$	3	$	—	$	—	$	—	$	3
Pass	—		—		—		—		3		—		—		—		3
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—

Total loans subject to risk rating	$	1,529,045	$	2,668,916	$	1,695,615	$	887,626	$	506,670	$	796,168	$	1,092,033	$	47,526	$	9,223,599
Pass	1,486,700		2,646,886		1,675,390		876,426		462,272		743,331		1,075,744		37,771		9,004,520
Special Mention	34,460		7,924		15,614		6,334		17,962		16,403		939		63		99,699
Substandard	7,885		14,106		4,611		4,866		26,436		36,434		15,350		9,692		119,380

The following tables present the performing status of the Company’s loan portfolio not subject to risk rating as of the dates presented:

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
March 31, 2024
Commercial, Financial, Agricultural	$	—	$	—	$	—	$	—	$	—	$	20,350	$	—	$	—	$	20,350
Performing Loans	—		—		—		—		—		20,350		—		—		20,350
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Lease Financing Receivables	$	—	$	—	$	—	$	—	$	—	$	710	$	—	$	—	$	710
Performing Loans	—		—		—		—		—		710		—		—		710
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Real Estate - Construction	$	2,232	$	51,330	$	29,288	$	9,902	$	—	$	—	$	865	$	6	$	93,623
Residential	2,232		51,330		29,288		9,902		—		—		865		6		93,623
Performing Loans	2,232		51,330		29,288		9,902		—		—		865		6		93,623
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Commercial	—		—		—		—		—		—		—		—		—
Performing Loans	—		—		—		—		—		—		—		—		—
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Real Estate - 1-4 Family Mortgage	$	12,152	$	342,732	$	733,486	$	527,566	$	305,436	$	456,357	$	490,616	$	9,744	$	2,878,089
Primary	11,116		338,124		730,573		525,749		304,650		455,349		—		41		2,365,602
Performing Loans	11,116		336,745		721,389		518,782		294,198		433,351		—		41		2,315,622
Non-Performing Loans	—		1,379		9,184		6,967		10,452		21,998		—		—		49,980

Home Equity	—		—		—		111		—		452		490,616		9,703		500,882
Performing Loans	—		—		—		111		—		446		490,306		7,111		497,974
Non-Performing Loans	—		—		—		—		—		6		310		2,592		2,908

Rental/Investment	—		—		—		—		—		62		—		—		62
Performing Loans	—		—		—		—		—		62		—		—		62
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Land Development	1,036		4,608		2,913		1,706		786		494		—		—		11,543
Performing Loans	1,036		4,608		2,736		1,706		786		494		—		—		11,366
Non-Performing Loans	—		—		177		—		—		—		—		—		177

Real Estate - Commercial Mortgage	$	557	$	3,562	$	2,393	$	2,882	$	1,782	$	986	$	—	$	—	$	12,162
Owner-Occupied	—		—		—		—		125		4		—		—		129
Performing Loans	—		—		—		—		125		4		—		—		129
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Non-Owner Occupied	—		—		—		—		24		—		—		—		24
Performing Loans	—		—		—		—		24		—		—		—		24
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Land Development	557		3,562		2,393		2,882		1,633		982		—		—		12,009
Performing Loans	557		3,562		2,200		2,882		1,631		982		—		—		11,814
Non-Performing Loans	—		—		193		—		2		—		—		—		195

Installment loans to individuals	$	10,221	$	27,172	$	14,231	$	6,224	$	2,338	$	23,676	$	13,554	$	127	$	97,543
Performing Loans	10,221		26,987		14,160		6,210		2,338		23,554		13,553		116		97,139
Non-Performing Loans	—		185		71		14		—		122		1		11		404

Total loans not subject to risk rating	$	25,162	$	424,796	$	779,398	$	546,574	$	309,556	$	502,079	$	505,035	$	9,877	$	3,102,477
Performing Loans	25,162		423,232		769,773		539,593		299,102		479,953		504,724		7,274		3,048,813
Non-Performing Loans	—		1,564		9,625		6,981		10,454		22,126		311		2,603		53,664

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Term Loans Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term		Total Loans
December 31, 2023
Commercial, Financial, Agricultural	$	—	$	—	$	—	$	—	$	—	$	15,804	$	—	$	—	$	15,804
Performing Loans	—		—		—		—		—		15,804		—		—		15,804
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Lease Financing Receivables	$	—	$	—	$	—	$	—	$	—	$	11	$	—	$	—	$	11
Performing Loans	—		—		—		—		—		11		—		—		11
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Real Estate - Construction	$	48,003	$	41,070	$	14,158	$	—	$	—	$	—	$	490	$	30	$	103,751
Residential	48,003		41,070		14,158		—		—		—		490		30		103,751
Performing Loans	48,003		41,070		14,158		—		—		—		490		30		103,751
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Commercial	—		—		—		—		—		—		—		—		—
Performing Loans	—		—		—		—		—		—		—		—		—
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Real Estate - 1-4 Family Mortgage	$	339,406	$	731,088	$	536,544	$	312,015	$	133,852	$	339,842	$	493,515	$	5,807	$	2,892,069
Primary	334,103		727,993		534,667		311,199		133,433		339,111		—		46		2,380,552
Performing Loans	333,751		720,759		528,383		302,065		128,859		322,677		—		46		2,336,540
Non-Performing Loans	352		7,234		6,284		9,134		4,574		16,434		—		—		44,012

Home Equity	—		—		111		—		—		470		493,515		5,761		499,857
Performing Loans	—		—		111		—		—		466		491,849		4,584		497,010
Non-Performing Loans	—		—		—		—		—		4		1,666		1,177		2,847

Rental/Investment	—		—		—		—		—		65		—		—		65
Performing Loans	—		—		—		—		—		65		—		—		65
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Land Development	5,303		3,095		1,766		816		419		196		—		—		11,595
Performing Loans	5,303		3,095		1,766		816		419		196		—		—		11,595
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Real Estate - Commercial Mortgage	$	3,640	$	2,674	$	3,054	$	1,890	$	902	$	316	$	—	$	—	$	12,476
Owner-Occupied	—		—		—		126		—		4		—		—		130
Performing Loans	—		—		—		126		—		4		—		—		130
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Non-Owner Occupied	—		—		—		25		—		—		—		—		25
Performing Loans	—		—		—		25		—		—		—		—		25
Non-Performing Loans	—		—		—		—		—		—		—		—		—

Land Development	3,640		2,674		3,054		1,739		902		312		—		—		12,321
Performing Loans	3,640		2,383		3,054		1,736		902		312		—		—		12,027
Non-Performing Loans	—		291		—		3		—		—		—		—		294

Installment loans to individuals	$	35,274	$	17,322	$	7,121	$	2,827	$	9,786	$	17,276	$	13,769	$	145	$	103,520
Performing Loans	35,112		17,229		7,121		2,824		9,754		17,206		13,769		145		103,160
Non-Performing Loans	162		93		—		3		32		70		—		—		360

Total loans not subject to risk rating	$	426,323	$	792,154	$	560,877	$	316,732	$	144,540	$	373,249	$	507,774	$	5,982	$	3,127,631
Performing Loans	425,809		784,536		554,593		307,592		139,934		356,741		506,108		4,805		3,080,118
Non-Performing Loans	514		7,618		6,284		9,140		4,606		16,508		1,666		1,177		47,513

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The following tables disclose gross charge-offs by year of origination as of the dates presented:


March 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans		Total Charge-offs
Commercial, financial, agricultural	$	—	$	—	$	9	$	—	$	—	$	129	$	211	$	349





Real estate – 1-4 family mortgage:
Primary	—		—		—		13		—		—		—		13
Home equity	—		—		—		—		—		24		—		24
Rental/investment	—		—		—		—		—		45		—		45

Total real estate – 1-4 family mortgage	—		—		—		13		—		69		—		82





Installment loans to individuals	—		27		16		—		—		436		—		479
Loans, net of unearned income	$	—	$	27	$	25	$	13	$	—	$	634	$	211	$	910


December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total Charge-offs
Commercial, financial, agricultural	$	898	$	1,909	$	235	$	131	$	635	$	4,165	$	865	$	8,838
Lease financing	883		273		248		72		48		—		—		1,524
Real estate – construction:
Residential	—		57		—		—		—		—		—		57


Real estate – 1-4 family mortgage:
Primary	—		17		—		—		—		92		—		109
Home equity	—		—		—		—		25		90		—		115
Rental/investment	—		—		91		72		10		20		—		193

Total real estate – 1-4 family mortgage	—		17		91		72		35		202		—		417
Real estate – commercial mortgage:
Owner-occupied	—		—		—		—		—		582		—		582
Non-owner occupied	—		—		—		—		—		4,986		—		4,986

Total real estate – commercial mortgage	—		—		—		—		—		5,568		—		5,568
Installment loans to individuals	29		45		43		35		7		2,477		—		2,636
Loans, net of unearned income	$	1,810	$	2,301	$	617	$	310	$	725	$	12,412	$	865	$	19,040

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 4 – Allowance for Credit Losses

(In Thousands)

Allowance for Credit Losses on Loans

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 credit losses inherent in the entire loan portfolio. Management evaluates the adequacy of the allowance for credit losses on a quarterly basis. Expected credit loss inherent in non-cancellable off-balance-sheet credit exposures is accounted for as a separate liability in the Consolidated Balance Sheets. The allowance for credit losses on loans held for investment, as reported in the Company’s Consolidated Balance Sheets, is adjusted by a provision for credit losses, which is reported in earnings, and reduced by net charge-offs. Loan losses are charged against the allowance for credit losses when management believes the uncollectability of a loan balance is confirmed and such losses are reasonably quantified. Subsequent recoveries, if any, are credited to the allowance. For more information about the Company’s policies and procedures for determining the amount of the allowance for credit losses, please refer to the discussion in Note 1, “Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company has made an accounting policy election to exclude accrued interest from the measurement of the allowance for credit losses in the Company’s loan portfolio. As of March 31, 2024 and December 31, 2023, the Company had accrued interest receivable for loans of $56,176 and $54,804, respectively, which is recorded in the “Other assets” line item on the Consolidated Balance Sheets. Although the Company made the election to exclude accrued interest from the measurement of the allowance for credit losses, the Company did have an allowance for credit losses on interest deferred as part of the loan deferral program established in 2020 in response to the COVID-19 pandemic of $1,245 as of March 31, 2024 and December 31, 2023.

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The following tables provide a roll-forward of the allowance for credit losses by loan category and a breakdown of the ending balance of the allowance based on the Company’s credit loss methodology for the periods presented:


	Commercial		Real Estate - Construction		Real Estate - 1-4 Family Mortgage		Real Estate - Commercial Mortgage		Lease Financing		Installment Loans to Individuals		Total
Three Months Ended March 31, 2024
Allowance for credit losses:
Beginning balance	$	43,980	$	18,612	$	47,283	$	77,020	$	2,515	$	9,168	$	198,578

Charge-offs	(349)		—		(82)		—		—		(479)		(910)
Recoveries	346		—		48		6		8		338		746
Net (charge-offs) recoveries	(3)		—		(34)		6		8		(141)		(164)
Provision for (recovery of) credit losses on loans	1,944		(1,295)		317		1,699		31		(58)		2,638
Ending balance	$	45,921	$	17,317	$	47,566	$	78,725	$	2,554	$	8,969	$	201,052









Period-End Amount Allocated to:
Individually evaluated	$	9,104	$	—	$	—	$	573	$	—	$	270	$	9,947
Collectively evaluated	36,817		17,317		47,566		78,152		2,554		8,699		191,105
Ending balance	$	45,921	$	17,317	$	47,566	$	78,725	$	2,554	$	8,969	$	201,052
Loans:
Individually evaluated	$	15,861	$	—	$	7,327	$	13,033	$	—	$	270	$	36,491
Collectively evaluated	1,853,547		1,243,535		3,421,959		5,740,197		107,474		97,322		12,464,034
Ending balance	$	1,869,408	$	1,243,535	$	3,429,286	$	5,753,230	$	107,474	$	97,592	$	12,500,525

Nonaccruing loans with no allowance for credit losses	$	157	$	—	$	7,328	$	10,130	$	—	$	—	$	17,615

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Commercial		Real Estate - Construction		Real Estate - 1-4 Family Mortgage		Real Estate - Commercial Mortgage		Lease Financing		Installment Loans to Individuals		Total

Three Months Ended March 31, 2023
Allowance for credit losses:
Beginning balance	$	44,255	$	19,114	$	44,727	$	71,798	$	2,463	$	9,733	$	192,090
Initial impact of PCD loans acquired	(26)		—		—		—		—		—		(26)
Charge-offs	(529)		—		(3)		(5,115)		—		(810)		(6,457)
Recoveries	725		—		24		211		5		760		1,725
Net (charge-offs) recoveries	196		—		21		(4,904)		5		(50)		(4,732)
Provision for (recovery of) credit losses on loans	253		845		1,233		5,876		(31)		(216)		7,960
Ending balance	$	44,678	$	19,959	$	45,981	$	72,770	$	2,437	$	9,467	$	195,292









Period-End Amount Allocated to:
Individually evaluated	$	14,162	$	35	$	608	$	1,734	$	—	$	270	$	16,809
Collectively evaluated	30,516		19,924		45,373		71,036		2,437		9,197		178,483
Ending balance	$	44,678	$	19,959	$	45,981	$	72,770	$	2,437	$	9,467	$	195,292
Loans:
Individually evaluated	$	24,985	$	652	$	12,637	$	10,375	$	—	$	274	$	48,923
Collectively evaluated	1,715,793		1,423,700		3,266,343		5,075,438		121,146		115,082		11,717,502
Ending balance	$	1,740,778	$	1,424,352	$	3,278,980	$	5,085,813	$	121,146	$	115,356	$	11,766,425

Nonaccruing loans with no allowance for credit losses	$	768	$	—	$	9,710	$	5,511	$	—	$	5	$	15,994

The Company recorded a provision for credit losses on loans of $2,638 during the first quarter of 2024, as compared to a provision for credit losses on loans of $7,960 recorded in the first quarter of 2023. The Company’s allowance for credit losses model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years. The provision for credit losses on loans of $2,638 in the first quarter of 2024 was primarily driven by loan growth.

Allowance for Credit Losses on Unfunded Loan 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. For more information about the Company’s policies and procedures for determining the amount of the allowance for credit losses on unfunded loan commitments, please refer to the discussion in Note 1, “Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The following tables provide a roll-forward of the allowance for credit losses on unfunded loan commitments for the periods presented.


Three Months Ended March 31,	2024		2023
Allowance for credit losses on unfunded loan commitments:
Beginning balance	$	16,918	$	20,118
Recovery of credit losses on unfunded loan commitments	(200)		(1,500)
Ending balance	$	16,718	$	18,618

Note 5 – Other Real Estate Owned

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

(In Thousands)

The following table provides details of the Company’s other real estate owned (“OREO”), net of valuation allowances and direct write-downs, as of the dates presented:


	March 31, 2024		December 31, 2023
Residential real estate	$	1,244	$	1,211
Commercial real estate	7,872		8,407
Residential land development	19		4
Commercial land development	7		—

Total	$	9,142	$	9,622

Changes in the Company’s OREO were as follows:


	Total OREO
Balance at January 1, 2024	$	9,622


Transfers of loans	195

Impairments	(28)
Dispositions	(119)
Other	(528)
Balance at March 31, 2024	$	9,142

At March 31, 2024 and December 31, 2023, the amortized cost of loans secured by Real Estate - 1-4 Family Mortgage in the process of foreclosure was $2,555 and $395, respectively.

Components of the line item “Other real estate owned” in the Consolidated Statements of Income were as follows for the periods presented:


	Three Months Ended
	March 31,
		2024		2023
Repairs and maintenance		$	64	$	16
Property taxes and insurance		29		111
Impairments		28		—
Net gains on OREO sales		(13)		(95)
Rental income		(1)		(2)
Total		$	107	$	30

Note 6 – Goodwill and Other Intangible Assets

(In Thousands)

The carrying amounts of goodwill by operating segments for the three months ended March 31, 2024 are set forth in the table below.


	Community Banks		Insurance		Total
Balance at January 1, 2024	$	988,898	$	2,767	$	991,665
Additions to goodwill and other adjustments	—		—		—
Balance at March 31, 2024	$	988,898	$	2,767	$	991,665

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The following table provides a summary of finite-lived intangible assets as of the dates presented:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
March 31, 2024
Core deposit intangibles	$	82,492	$	(69,297)	$	13,195
Customer relationship intangible	7,670		(3,282)		4,388
Total finite-lived intangible assets	$	90,162	$	(72,579)	$	17,583
December 31, 2023
Core deposit intangibles	$	82,492	$	(68,383)	$	14,109
Customer relationship intangible	7,670		(2,984)		4,686
Total finite-lived intangible assets	$	90,162	$	(71,367)	$	18,795

Current year amortization expense for finite-lived intangible assets is presented in the table below.


	Three Months Ended
	March 31,
		2024		2023
Amortization expense for:
Core deposit intangibles		$	914	$	1,092
Customer relationship intangible		298		334
Total intangible amortization		$	1,212	$	1,426

The estimated amortization expense of finite-lived intangible assets for the year ending December 31, 2024 and the succeeding four years is summarized as follows:


	Core Deposit Intangibles		Customer Relationship Intangible		Total

2024	$	3,498	$	1,192	$	4,690
2025	3,102		1,048		4,150
2026	2,899		860		3,759
2027	2,774		628		3,402
2028	1,836		483		2,319

Note 7 – Mortgage Servicing Rights

(In Thousands)

The Company retains the right to service certain mortgage loans that it sells to secondary market investors. These mortgage servicing rights (“MSRs”) are recognized as a separate asset on the date the corresponding mortgage loan is sold. MSRs are amortized in proportion to and over the period of estimated net servicing income. These servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions, including expected cash flows, prepayment speeds, market discount rates, servicing costs, and other factors, and is subject to significant fluctuation as a result of actual prepayment speeds, default rates and losses differing from estimates thereof. For example, an increase in mortgage interest rates or a decrease in actual prepayment speeds may cause positive adjustments to the valuation of the Company’s MSRs.

MSRs are evaluated for impairment (or reversals of prior impairments) quarterly based upon the fair value of the rights as compared to the carrying amount. Impairment is recognized through a valuation allowance in the amount that unamortized cost exceeds fair value. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the valuation allowance may be recorded as an increase to income. Changes in valuation allowances related to servicing rights are reported in “Mortgage banking income” on the Consolidated Statements of Income.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

There was no valuation adjustment on MSRs during the three months ended March 31, 2024 or 2023.

During the first quarter of 2024, the Company sold MSRs relating to mortgage loans having an aggregate unpaid principal balance of $2,013,235 to a third party for net proceeds of $23,011, resulting in a gain of $3,472.

Changes in the Company’s MSRs were as follows:


Balance at January 1, 2024	$	91,688
Sale of MSRs	(19,539)
Capitalization	2,026
Amortization	(2,579)

Balance at March 31, 2024	$	71,596

Data and key economic assumptions related to the Company’s MSRs are as follows as of the dates presented:


	March 31, 2024			December 31, 2023
Unpaid principal balance	$	5,860,523		$	7,826,182

Weighted-average prepayment speed (CPR)	8.96		%	8.77		%
Estimated impact of a 10% increase	$	(2,046)		$	(2,653)
Estimated impact of a 20% increase	(4,230)			(5,457)

Discount rate	11.10		%	10.85		%
Estimated impact of a 10% increase	$	(3,875)		$	(4,753)
Estimated impact of a 20% increase	(7,461)			(9,149)

Weighted-average coupon interest rate	4.05		%	3.88		%
Weighted-average servicing fee (basis points)	36.15			33.24
Weighted-average remaining maturity (in years)	7.50			7.50

The Company recorded servicing fees of $4,088 and $4,265 for the three months ended March 31, 2024 and 2023, respectively, all of which are included in “Mortgage banking income” in the Consolidated Statements of Income.

Note 8 - Employee Benefit and Deferred Compensation Plans

(In Thousands, Except Share Data)

Pension and Post-retirement Medical Plans

The Company sponsors a noncontributory defined benefit pension plan, under which participation and benefit accruals ceased as of December 31, 1996, and it provides retiree medical benefits, consisting of the opportunity to purchase coverage at subsidized rates under the Company’s group medical plan.

Information related to the defined benefit pension plan maintained by Renasant Bank (“Pension Benefits”) and to the post-retirement health and life plan (“Other Benefits”) as of the dates presented is as follows:

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Pension Benefits				Other Benefits
	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2024		2023			2024		2023

Interest cost	$	227	$	249		$	5	$	6
Expected return on plan assets	(248)		(309)			—		—

Recognized actuarial loss (gain)	129		131			(23)		(15)

Net periodic benefit cost (return)	$	108	$	71		$	(18)	$	(9)

Incentive Compensation Plans

The Company maintains a long-term equity compensation plan that provides for the grant of stock options and the award of restricted stock. There were no stock options granted or outstanding, nor compensation expense associated with options recorded, during the three months ended March 31, 2024 or 2023.

The Company also awards performance-based restricted stock to executives and other officers and employees and time-based restricted stock to non-employee directors, executives, and other officers and employees.

The following table summarizes the changes in restricted stock as of and for the three months ended March 31, 2024:


	Performance-Based Restricted Stock	Weighted Average Grant-Date Fair Value		Time-Based Restricted Stock	Weighted Average Grant-Date Fair Value
Nonvested at beginning of period	169,575	$	36.38	779,564	$	36.20
Awarded	95,048	33.44		312,940	33.19
Vested	—	—		(219,951)	36.33
Cancelled	—	—		(3,599)	34.04
Nonvested at end of period	264,623	$	35.32	868,954	$	35.10

During the three months ended March 31, 2024, the Company reissued 162,653 shares from treasury in connection with awards of restricted stock. The Company recorded total stock-based compensation expense of $3,992 and $3,445 for the three months ended March 31, 2024 and 2023, respectively.

Note 9 – Derivative Instruments

(In Thousands)

The Company uses certain derivative instruments to meet the needs of customers as well as to manage the interest rate risk associated with certain transactions.

Non-hedge derivatives

The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures.

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

The following table provides a summary of the Company’s derivatives not designated as hedging instruments as of the dates presented:

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Balance Sheet	March 31, 2024				December 31, 2023
	Location	Notional Amount		Fair Value		Notional Amount		Fair Value
Derivative assets:
Interest rate contracts	Other Assets	$	631,264	$	13,758	$	532,279	$	13,567
Interest rate lock commitments	Other Assets	111,462		2,279		61,957		1,483
Forward commitments	Other Assets	74,000		179		20,000		43
Totals		$	816,726	$	16,216	$	614,236	$	15,093
Derivative liabilities:
Interest rate contracts	Other Liabilities	$	631,264	$	13,758	$	535,725	$	13,567
Interest rate lock commitments	Other Liabilities	6,220		18		2,292		—
Forward commitments	Other Liabilities	155,000		674		165,000		2,605
Totals		$	792,484	$	14,450	$	703,017	$	16,172

Gains and losses included in the Consolidated Statements of Income related to the Company’s derivative financial instruments were as follows as of the dates presented:


	Three Months Ended March 31,
		2024		2023
Interest rate contracts:
Included in interest income on loans		$	3,191	$	1,742

Interest rate lock commitments:
Included in mortgage banking income		808		2,237
Forward commitments
Included in mortgage banking income		2,067		(490)
Total		$	6,066	$	3,489

Derivatives designated as cash flow hedges

Cash flow hedge relationships mitigate exposure to the variability of future cash flow or other forecasted transactions. The Company uses both interest rate swap contracts and interest rate collars in an effort to manage future interest rate exposure on borrowings. The swap hedging strategy converts the variable interest rate on the forecasted borrowings to a fixed interest rate. The collar hedging strategy stabilizes interest rate fluctuation by setting both a floor and a cap.

The following table provides a summary of the Company’s derivatives designated as cash flow hedges as of the dates presented:


	Balance Sheet	March 31, 2024				December 31, 2023
	Location	Notional Amount		Fair Value		Notional Amount		Fair Value
Derivative assets:
Interest rate swaps	Other Assets	$	130,000	$	23,655	$	130,000	$	21,486
Interest rate collars	Other Assets	—		—		200,000		572
Total		$	130,000	$	23,655	$	330,000	$	22,058
Derivative liabilities:

Interest rate collars	Other Liabilities	450,000		2,746		250,000		384
Totals		$	450,000	$	2,746	$	250,000	$	384

Changes in fair value of the cash flow hedges are, to the extent that the hedging relationship is effective, recorded as other comprehensive income and are subsequently recognized in earnings at the same time that the hedged item is recognized in earnings. The ineffective portions of the changes in fair value of the hedging instruments are immediately recognized in earnings. The assessment of the effectiveness of the hedging relationship is evaluated under the hypothetical derivative method. There were no ineffective portions for the three months ended March 31, 2024 or 2023. The impact on other comprehensive income for the three months ended March 31, 2024 and 2023 is discussed in Note 12, “Other Comprehensive Income (Loss).”

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Derivatives designated as fair value hedges

Fair value hedges protect against changes in the fair value of an asset, liability, or firm commitment. The Company enters into interest rate swap agreements to manage interest rate exposure on certain of the Company’s fixed-rate subordinated notes. The agreements convert the fixed interest rates to variable interest rates.

The following table provides a summary of the Company's derivatives designated as fair value hedges as of the dates presented:


	Balance Sheet	March 31, 2024				December 31, 2023
	Location	Notional Amount		Fair Value		Notional Amount		Fair Value



Derivative liabilities:
Interest rate swaps	Other Liabilities	$	100,000	$	18,563	$	100,000	$	17,052

The following table presents the effects of the Company’s fair value hedge relationships on the Consolidated Statements of Income for the periods presented:


			Amount of Gain (Loss) Recognized in Income
	Income Statement	Three Months Ended March 31,
	Location		2024		2023
Derivative liabilities:
Interest rate swaps - subordinated notes	Interest Expense		$	(1,511)	$	2,521

Derivative liabilities - hedged items:
Interest rate swaps - subordinated notes	Interest Expense		$	1,511	$	(2,521)

The following table presents the amounts that were recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of the dates presented:


	Carrying Amount of the Hedged Liability				Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Liability
Balance Sheet Location	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Long-term debt	$	80,324	$	81,791	$	18,563	$	17,052

Offsetting

Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheet when the “right of offset” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements; however, the Company has not elected to offset such financial instruments in the Consolidated Balance Sheets. The following table presents the Company’s gross derivative positions as recognized in the Consolidated Balance Sheets as well as the net derivative positions, including collateral pledged to the extent the application of such collateral did not reduce the net derivative liability position below zero, had the Company elected to offset those instruments subject to an enforceable master netting agreement:

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Offsetting Derivative Assets				Offsetting Derivative Liabilities
	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Gross amounts recognized	$	34,905	$	29,284	$	33,054	$	26,425
Gross amounts offset in the Consolidated Balance Sheets	—		—		—		—
Net amounts presented in the Consolidated Balance Sheets	34,905		29,284		33,054		26,425
Gross amounts not offset in the Consolidated Balance Sheets
Financial instruments	29,798		23,863		29,798		23,863
Financial collateral pledged	—		—		318		1,074
Net amounts	$	5,107	$	5,421	$	2,938	$	1,488

Note 10 – Income Taxes

(In Thousands)

The following table is a summary of the Company’s temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities and their approximate tax effects as of the dates presented.


	March 31,		December 31,
	2024		2023
Deferred tax assets
Allowance for credit losses	$	53,963	$	53,432
Loans	1,437		1,631
Deferred compensation	12,192		15,310
Net unrealized losses on securities	52,103		51,211
Impairment of assets	284		138
Tax credits	4,711		4,035
Net operating loss carryforwards	4		33
Investment in partnerships	1,637		1,491

Lease liabilities under operating leases	12,974		13,066
Realized losses on securities	48		4,892
Other	2,748		2,660
Total deferred tax assets	142,101		147,899


Deferred tax liabilities




Fixed assets	11,022		11,023
Mortgage servicing rights	16,367		21,282
Junior subordinated debt	1,647		1,708
Intangibles	2,371		2,447
Lease right-of-use asset	12,322		12,399
Other	3,490		3,344
Total deferred tax liabilities	47,219		52,203
Net deferred tax assets	$	94,882	$	95,696

For the three months ended March 31, 2024 and 2023, the Company recorded a provision for income taxes totaling $9,912 and $11,322, respectively. The provision for income taxes includes both federal and state income taxes and differs from the statutory rate due to favorable permanent differences.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The Company and its subsidiaries file a consolidated U.S. federal income tax return. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and state departments of revenue for the years ending December 31, 2021 through December 31, 2023.

Note 11 – Fair Value Measurements

(In Thousands)

Fair Value Measurements and the Fair Level Hierarchy

Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” provides guidance for using fair value to measure assets and liabilities and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to a valuation based on quoted prices in active markets for identical assets and liabilities (Level 1), moderate priority to a valuation based on quoted prices in active markets for similar assets and liabilities and/or based on assumptions that are observable in the market (Level 2), and the lowest priority to a valuation based on assumptions that are not observable in the market (Level 3).

Recurring Fair Value Measurements

The Company carries certain assets and liabilities at fair value on a recurring basis in accordance with applicable standards. The Company’s recurring fair value measurements are based on the requirement to carry such assets and liabilities at fair value or the Company’s election to carry certain eligible assets and liabilities at fair value. Assets and liabilities that are required to be carried at fair value on a recurring basis include securities available for sale and derivative instruments. The Company has elected to carry mortgage loans held for sale at fair value on a recurring basis as permitted under the guidance in ASC 825, “Financial Instruments” (“ASC 825”).

The following methods and assumptions are used by the Company to estimate the fair values of the Company’s financial assets and liabilities that are measured on a recurring basis:

Securities available for sale: Securities available for sale consist primarily of debt securities, such as obligations of U.S. Government agencies and corporations, obligations of states and political subdivisions and mortgage-backed securities. Where quoted market prices in active markets are available, securities are classified within Level 1 of the fair value hierarchy. If quoted prices from active markets are not available, fair values are based on quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active, or model-based valuation techniques where all significant assumptions are observable in the market. Such instruments are classified within Level 2 of the fair value hierarchy. When assumptions used in model-based valuation techniques are not observable in the market, the assumptions used by management reflect estimates of assumptions used by other market participants in determining fair value. When there is limited transparency around the inputs to the valuation, the instruments are classified within Level 3 of the fair value hierarchy.

Derivative instruments: Most of the Company’s derivative contracts are extensively traded in over-the-counter markets and are valued using discounted cash flow models which incorporate observable market based inputs including current market interest rates, credit spreads, and other factors. Such instruments are categorized within Level 2 of the fair value hierarchy and include interest rate swaps, interest rate collars and other interest rate contracts such as interest rate caps and/or floors. The Company’s interest rate lock commitments are valued using current market prices for mortgage-backed securities with similar characteristics, adjusted for certain factors including servicing and risk. The value of the Company’s forward commitments is based on current prices for securities backed by similar types of loans. Because these assumptions are observable in active markets, the Company’s interest rate lock commitments and forward commitments are categorized within Level 2 of the fair value hierarchy.

Mortgage loans held for sale in loans held for sale: Mortgage loans held for sale are primarily agency loans which trade in active secondary markets. The fair value of these instruments is derived from current market pricing for similar loans, adjusted for differences in loan characteristics, including servicing and risk. Because the valuation is based on external pricing of similar instruments, mortgage loans held for sale are classified within Level 2 of the fair value hierarchy.

The following tables present assets and liabilities that are measured at fair value on a recurring basis as of the dates presented:

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


	Level 1		Level 2		Level 3		Totals
March 31, 2024
Financial assets:

Securities available for sale	$	—	$	764,486	$	—	$	764,486
Derivative instruments	—		39,871		—		39,871
Mortgage loans held for sale in loans held for sale	—		191,440		—		191,440
Total financial assets	$	—	$	995,797	$	—	$	995,797
Financial liabilities:
Derivative instruments:	$	—	$	35,759	$	—	$	35,759


	Level 1		Level 2		Level 3		Totals
December 31, 2023
Financial assets:

Securities available for sale	$	—	$	923,279	$	—	$	923,279

Derivative instruments	—		37,151		—		37,151
Mortgage loans held for sale in loans held for sale	—		179,756		—		179,756
Total financial assets	$	—	$	1,140,186	$	—	$	1,140,186
Financial liabilities:
Derivative instruments	$	—	$	33,608	$	—	$	33,608

The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company’s ability to observe inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy. Transfers between levels of the hierarchy are deemed to have occurred at the end of period. There were no such transfers between levels of the fair value hierarchy during the three months ended March 31, 2024.

For the three months ended March 31, 2024 and 2023, respectively, there were no gains or losses included in earnings that were attributable to the change in unrealized gains or losses related to assets or liabilities held at the end of each respective period that were measured on a recurring basis using significant unobservable inputs.

Nonrecurring Fair Value Measurements

Certain assets and liabilities may be recorded at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically are a result of the application of the lower of cost or market accounting or a write-down occurring during the period. The following tables provide the fair value measurement for assets measured at fair value on a nonrecurring basis that were still held on the Consolidated Balance Sheets as of the dates presented and the level within the fair value hierarchy each is classified:


March 31, 2024	Level 1		Level 2		Level 3		Totals
Individually evaluated loans, net of allowance for credit losses	$	—	$	—	$	6,690	$	6,690
OREO	—		—		74		74

Total	$	—	$	—	$	6,764	$	6,764


December 31, 2023	Level 1		Level 2		Level 3		Totals
Individually evaluated loans, net of allowance for credit losses	$	—	$	—	$	27,762	$	27,762


Total	$	—	$	—	$	27,762	$	27,762

The following methods and assumptions are used by the Company to estimate the fair values of the Company’s financial assets measured on a nonrecurring basis:

Individually evaluated loans: Individually evaluated loans are reviewed and evaluated for credit losses on at least a quarterly basis for additional impairment and adjusted accordingly, taking into account the fair value of the collateral less estimated selling costs.

Table of Contents

Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Collateral may be real estate and/or business assets including but not limited to equipment, inventory and accounts receivable. The fair value of real estate is determined based on appraisals by qualified licensed appraisers. The fair value of the business assets is generally based on amounts reported on the business’s financial statements. Appraised and reported values may be adjusted based on changes in market conditions from the time of valuation and management’s knowledge of the client and the client’s business. Since not all valuation inputs are observable, these nonrecurring fair value determinations are classified as Level 3. Individually evaluated loans that were measured or re-measured at fair value had a carrying value of $11,348 and $37,515 at March 31, 2024 and December 31, 2023, respectively, and a specific reserve for these loans of $4,658 and $9,753 was included in the allowance for credit losses as of such dates.

Other real estate owned: OREO is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. OREO acquired in settlement of indebtedness is recorded at the fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Fair value, when recorded, is determined based on appraisals by qualified licensed appraisers and adjusted for management’s estimates of costs to sell. Accordingly, values for OREO are classified as Level 3.

The following table presents OREO measured at fair value on a nonrecurring basis that was still held on the Consolidated Balance Sheets as of March 31, 2024. There was no impairment recognized during 2023 of OREO assets still held in the Consolidated Balance Sheets as of December 31, 2023.


	March 31, 2024







Carrying amount prior to remeasurement	$	103
Impairment recognized in results of operations	(29)
Fair value	$	74

Mortgage servicing rights: Mortgage servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. Because these factors are not all observable and include management’s assumptions, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. Mortgage servicing rights were carried at amortized cost at March 31, 2024 and December 31, 2023. There were no valuation adjustments on MSRs during the three months ended March 31, 2024 or 2023.

The following table presents information as of March 31, 2024 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

Financial instrument

Fair
Value

Valuation Technique

Significant
Unobservable Inputs

Range of Inputs

Individually evaluated loans, net of allowance for credit losses

6,690

Appraised value of collateral less estimated costs to sell

Estimated costs to sell

4-10%

OREO

Appraised value of property less estimated costs to sell

Estimated costs to sell

4-10%

Fair Value Option

The Company has elected to measure all mortgage loans held for sale at fair value under the fair value option as permitted under ASC 825. Electing to measure these assets at fair value reduces certain timing differences and better matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.

A net loss of $1,703 and net gain of $1,780 resulting from fair value changes of these mortgage loans were recorded in income during the three months ended March 31, 2024 and 2023, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in “Mortgage banking income” in the Consolidated Statements of Income.

The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Interest income on mortgage loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in loan interest income on the Consolidated Statements of Income.

The following table summarizes the differences between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of March 31, 2024 and December 31, 2023:


	Aggregate Fair Value		Aggregate Unpaid Principal Balance		Difference
March 31, 2024
Mortgage loans held for sale measured at fair value	$	191,440	$	187,881	$	3,559



December 31, 2023
Mortgage loans held for sale measured at fair value	$	179,756	$	174,471	$	5,285

Fair Value of Financial Instruments

The carrying amounts and estimated fair values of the Company’s financial instruments, including those assets and liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis, were as follows as of the dates presented:


			Fair Value
As of March 31, 2024	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	844,400	$	844,400	$	—	$	—	$	844,400
Securities held to maturity	1,199,111		—		1,085,085		—		1,085,085
Securities available for sale	764,486		—		764,486		—		764,486
Loans held for sale	191,440		—		191,440		—		191,440
Loans, net	12,299,473		—		—		11,757,985		11,757,985
Mortgage servicing rights	71,596		—		—		96,622		96,622
Derivative instruments	39,871		—		39,871		—		39,871
Financial liabilities
Deposits	$	14,237,163	$	11,501,780	$	2,719,369	$	—	$	14,221,149
Short-term borrowings	108,121		108,121		—		—		108,121


Junior subordinated debentures	113,213		—		97,071		—		97,071
Subordinated notes	314,834		—		263,983		—		263,983
Derivative instruments	35,759		—		35,759		—		35,759

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)


			Fair Value
As of December 31, 2023	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	801,351	$	801,351	$	—	$	—	$	801,351
Securities held to maturity	1,221,464		—		1,121,830		—		1,121,830
Securities available for sale	923,279		—		923,279		—		923,279
Loans held for sale	179,756		—		179,756		—		179,756
Loans, net	12,152,652		—		—		11,594,363		11,594,363
Mortgage servicing rights	91,688		—		—		117,664		117,664
Derivative instruments	37,151		—		37,151		—		37,151
Financial liabilities
Deposits	$	14,076,785	$	11,381,556	$	2,678,494	$	—	$	14,060,050
Short-term borrowings	307,577		307,577		—		—		307,577


Junior subordinated debentures	112,978		—		96,435		—		96,435
Subordinated notes	316,422		—		255,192		—		255,192
Derivative instruments	33,608		—		33,608		—		33,608

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 12 – Other Comprehensive Income (Loss)

(In Thousands)

Changes in the components of other comprehensive income (loss), net of tax, were as follows for the periods presented:


	Pre-Tax		Tax Expense (Benefit)		Net of Tax
Three months ended March 31, 2024
Securities available for sale:
Unrealized holding losses on securities	$	(6,192)	$	(1,558)	$	(4,634)



Amortization of unrealized holding losses on securities transferred to the held to maturity category	3,275		837		2,438
Total securities available for sale	(2,917)		(721)		(2,196)
Derivative instruments:
Unrealized holding losses on derivative instruments	(765)		(195)		(570)

Total derivative instruments	(765)		(195)		(570)
Defined benefit pension and post-retirement benefit plans:


Amortization of net actuarial loss recognized in net periodic pension cost	106		27		79
Total defined benefit pension and post-retirement benefit plans	106		27		79
Total other comprehensive loss	$	(3,576)	$	(889)	$	(2,687)
Three months ended March 31, 2023
Securities available for sale:

Unrealized holding gains on securities	$	20,714	$	5,183	$	15,531


Amortization of unrealized holding losses on securities transferred to the held to maturity category	3,128		800		2,328
Total securities available for sale	23,842		5,983		17,859
Derivative instruments:
Unrealized holding losses on derivative instruments	(1,656)		(424)		(1,232)

Total derivative instruments	(1,656)		(424)		(1,232)
Defined benefit pension and post-retirement benefit plans:

Amortization of net actuarial loss recognized in net periodic pension cost	116		30		86
Total defined benefit pension and post-retirement benefit plans	116		30		86
Total other comprehensive income	$	22,302	$	5,589	$	16,713

The accumulated balances for each component of other comprehensive loss, net of tax, were as follows as of the dates presented:


	March 31, 2024		December 31, 2023
Unrealized losses on securities	$	(165,680)	$	(163,484)

Unrealized gains on derivative instruments	16,481		17,051
Unrecognized losses on defined benefit pension and post-retirement benefit plans obligations	(7,744)		(7,823)
Total accumulated other comprehensive loss	$	(156,943)	$	(154,256)

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 13 – Net Income Per Common Share

(In Thousands, Except Share Data)

Basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per common share reflects the pro forma dilution of shares outstanding, assuming outstanding service-based restricted stock awards fully vested, calculated in accordance with the treasury method. Basic and diluted net income per common share calculations are as follows for the periods presented:


	Three Months Ended
	March 31,
	2024		2023
Basic
Net income applicable to common stock	$	39,409	$	46,078
Average common shares outstanding	56,208,348		56,008,741
Net income per common share - basic	$	0.70	$	0.82
Diluted
Net income applicable to common stock	$	39,409	$	46,078
Average common shares outstanding	56,208,348		56,008,741
Effect of dilutive stock-based compensation	322,730		261,478
Average common shares outstanding - diluted	56,531,078		56,270,219
Net income per common share - diluted	$	0.70	$	0.82

Stock-based compensation awards that could potentially dilute basic net income per common share in the future that were not included in the computation of diluted net income per common share due to their anti-dilutive effect were as follows for the periods presented:


	Three Months Ended
	March 31,
	2024	2023
Number of shares	78,296	68,771

Note 14 – Regulatory Matters

(In Thousands)

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

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

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Capital Tiers

Tier 1 Capital to
Average Assets
(Leverage)

Common Equity Tier 1 to
Risk - Weighted Assets

Tier 1 Capital to
Risk - Weighted
Assets

Total Capital to
Risk - Weighted
Assets

Well capitalized

5% or above

6.5% or above

8% or above

10% or above

Adequately capitalized

4% or above

4.5% or above

6% or above

8% or above

Undercapitalized

Less than 4%

Less than 4.5%

Less than 6%

Less than 8%

Significantly undercapitalized

Less than 3%

Less than 4%

Less than 6%

Critically undercapitalized

Tangible Equity / Total Assets less than 2%

The following table provides the capital and risk-based capital and leverage ratios for the Company and for the Bank as of the dates presented:


	March 31, 2024				December 31, 2023
	Amount		Ratio		Amount		Ratio
Renasant Corporation
Tier 1 Capital to Average Assets (Leverage)	$	1,594,020	9.75	%	$	1,578,918	9.62	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	1,484,398		10.59	%	1,469,531		10.52	%
Tier 1 Capital to Risk-Weighted Assets	1,594,020		11.37	%	1,578,918		11.30	%
Total Capital to Risk-Weighted Assets	2,102,933		15.00	%	2,085,531		14.93	%
Renasant Bank
Tier 1 Capital to Average Assets (Leverage)	$	1,728,934	10.57	%	$	1,714,965	10.45	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	1,728,934		12.31	%	1,714,965		12.25	%
Tier 1 Capital to Risk-Weighted Assets	1,728,934		12.31	%	1,714,965		12.25	%
Total Capital to Risk-Weighted Assets	1,904,816		13.56	%	1,888,104		13.49	%

The Company elected to take advantage of transitional relief offered by the Federal Reserve and the FDIC to delay for two years the estimated impact of ASC Topic 326, “Financial Instruments - Credit Losses” (“ASC 326”), often referred to as CECL, on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay. The three-year transitional period began on January 1, 2022.

Note 15 – Segment Reporting

(In Thousands)

The operations of the Company’s reportable segments are described as follows:

•The Community Banks segment delivers a complete range of banking and financial services to individuals and small to medium-sized businesses including checking and savings accounts, business and personal loans, asset-based lending, factoring, equipment leasing and treasury management services, as well as safe deposit and night depository facilities.

•The Insurance segment includes a full service insurance agency offering all major lines of commercial and personal insurance through major carriers.

•The Wealth Management segment, through the Trust division, offers a broad range of fiduciary services including the administration (as trustee or in other fiduciary or representative capacities) of benefit plans, management of trust accounts, inclusive of personal and corporate benefit accounts, and custodial accounts, as well as accounting and money management for trust accounts. In addition, the Wealth Management segment, through the Financial Services division, provides specialized products and services to customers, which include fixed and variable annuities, mutual funds and other investment services through a third party broker-dealer.

To give the Company’s divisional management a more precise indication of the income and expenses they can control, the results of operations for the Community Banks, the Insurance and the Wealth Management segments reflect the direct revenues and expenses of each respective segment. Indirect revenues and expenses, including but not limited to income from the Company’s investment portfolio as well as certain costs associated with data processing and back office functions, primarily support the operations of the community banks and, therefore, are included in the results of the Community Banks segment.

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Renasant Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Included in “Other” are the operations of the holding company and other eliminations which are necessary for purposes of reconciling to the consolidated amounts.

The following tables provide financial information for the Company’s operating segments as of and for the periods presented:


	Community Banks		Insurance		Wealth Management		Other		Consolidated
Three months ended March 31, 2024
Net interest income (loss)	$	129,691	$	481	$	11	$	(6,893)	$	123,290
Provision for credit losses	2,438		—		—		—		2,438
Noninterest income (loss)	31,491		3,596		6,633		(339)		41,381
Noninterest expense	105,167		2,147		5,185		413		112,912
Income (loss) before income taxes	53,577		1,930		1,459		(7,645)		49,321
Income tax expense (benefit)	11,364		501		20		(1,973)		9,912
Net income (loss)	$	42,213	$	1,429	$	1,439	$	(5,672)	$	39,409

Total assets	$	17,303,709	$	41,905	$	5,409	$	(5,282)	$	17,345,741
Goodwill	$	988,898	$	2,767	—		—		$	991,665

Three months ended March 31, 2023
Net interest income (loss)	$	141,796	$	286	$	11	$	(6,318)	$	135,775
Provision for credit losses	6,460		—		—		—		6,460
Noninterest income (loss)	28,493		3,362		5,812		(374)		37,293
Noninterest expense	101,881		2,039		4,928		360		109,208
Income (loss) before income taxes	61,948		1,609		895		(7,052)		57,400
Income tax expense (benefit)	12,722		416		4		(1,820)		11,322
Net income (loss)	$	49,226	$	1,193	$	891	$	(5,232)	$	46,078

Total assets	$	17,362,799	$	37,168	$	79,452	$	(5,336)	$	17,474,083
Goodwill	$	988,898	$	2,767	—		—		$	991,665

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

(In Thousands, Except Share Data)

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

Important factors currently known to management that could cause our actual results to differ materially from those in forward-looking statements include the following: (i) the Company’s ability to efficiently integrate acquisitions into its 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; (ii) the effect of economic conditions and interest rates on a national, regional or international basis; (iii) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (iv) competitive pressures in the consumer finance, commercial finance, insurance, financial services, asset management, retail banking, factoring and mortgage lending and auto lending industries; (v) the financial resources of, and products available from, competitors; (vi) changes in laws and regulations as well as changes in accounting standards; (vii) changes in policy by regulatory agencies; (viii) changes in the securities and foreign exchange markets; (ix) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (x) 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; (xi) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xii) 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; (xiii) general economic, market or business conditions, including the impact of inflation; (xiv) changes in demand for loan and deposit products and other financial services; (xv) concentrations of credit or deposit exposure; (xvi) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xvii) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xviii) civil unrest, natural disasters, epidemics and other catastrophic events in the Company’s geographic area; (xix) the impact, extent and timing of technological changes; and (xx) other circumstances, many of which are beyond management’s control. Management believes that the assumptions underlying the Company’s forward-looking statements are reasonable, but any of the assumptions could prove to be inaccurate.

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

Financial Condition

The following discussion provides details regarding the changes in significant balance sheet accounts at March 31, 2024 compared to December 31, 2023.

Assets

Total assets were $17,345,741 at March 31, 2024 compared to $17,360,535 at December 31, 2023.

Investments

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


	March 31, 2024				December 31, 2023
	Balance		Percentage of Portfolio		Balance		Percentage of Portfolio

Obligations of other U.S. Government agencies and corporations	$	—	—	%	$	—	—	%
Obligations of states and political subdivisions	307,018		15.63		322,764		15.05
Mortgage-backed securities	1,488,402		75.80		1,695,604		79.06

Other debt securities	168,209		8.57		126,407		5.89

	$	1,963,629	100.00	%	$	2,144,775	100.00	%
Allowance for credit losses - held to maturity securities	(32)				(32)
Securities, net of allowance for credit losses	$	1,963,597			$	2,144,743

During the three months ended March 31, 2024, the Company purchased $46,975 in investment securities. The Company did not purchase any investment securities during the first quarter of 2023.

Proceeds from maturities, calls and principal payments on securities during the first three months of 2024 totaled $46,307. During the first quarter, the Company sold from the available for sale portfolio municipal securities, residential mortgage backed securities and commercial mortgage backed securities for net proceeds of $177,185. The Company intended to sell these securities as of December 31, 2023; therefore, the Company impaired the securities and recognized the loss in net income as of December 31, 2023. The carrying value of the securities immediately prior to the impairment was $196,537, and the impairment charge was $19,352. No additional loss was recorded in the first quarter of 2024. Proceeds from the maturities, calls and principal payments on securities during the first three months of 2023 totaled $70,766. The Company did not sell any securities during the first three months of 2023.

During the third quarter of 2022, the Company transferred, at fair value, $882,927 of securities from the available for sale portfolio to the held to maturity portfolio as the Company has the intent and ability to hold these securities until their maturity. The related net unrealized losses of $99,675 (after tax losses of $74,307) remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. At March 31, 2024, the net unrealized after tax losses remaining to be amortized in accumulated other comprehensive income (loss) was $56,084. No gains or losses were recognized at the time of transfer.

For more information about the Company’s security portfolio, see Note 2, “Securities,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements, in this report.

Loans Held for Sale

Loans held for sale, which consist of residential mortgage loans being held until they are sold in the secondary market, were $191,440 at March 31, 2024, as compared to $179,756 at December 31, 2023. Mortgage loans to be sold are sold either on a “best efforts” basis or under a mandatory delivery sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored agencies, and the Company is obligated to sell the mortgages to such investors only if the mortgages are closed and funded. The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a mandatory delivery sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. Our standard practice is to sell the loans within 30-40 days after the loan is funded. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market.

Loans

Total loans, excluding loans held for sale, were $12,500,525 at March 31, 2024 and $12,351,230 at December 31, 2023.

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The tables below set forth the balance of loans outstanding, net of unearned income and excluding loans held for sale, by loan type and the percentage of each loan type to total loans as of the dates presented:


	March 31, 2024				December 31, 2023
	Total Loans		Percentage of Total Loans		Total Loans		Percentage of Total Loans
Commercial, financial, agricultural	$	1,869,408	14.95	%	$	1,871,821	15.15	%
Lease financing, net of unearned income	107,474		0.86		116,020		0.94
Real estate – construction:
Residential	271,966		2.18		269,616		2.18
Commercial	971,569		7.77		1,063,781		8.61

Total real estate – construction	1,243,535		9.95		1,333,397		10.79
Real estate – 1-4 family mortgage:
Primary	2,404,521		19.24		2,422,482		19.61
Home equity	525,346		4.20		522,688		4.23
Rental/investment	387,556		3.10		373,755		3.03
Land development	111,863		0.89		120,994		0.98
Total real estate – 1-4 family mortgage	3,429,286		27.43		3,439,919		27.85
Real estate – commercial mortgage:
Owner-occupied	1,678,911		13.43		1,648,961		13.35
Non-owner occupied	3,970,881		31.77		3,733,174		30.23
Land development	103,438		0.83		104,415		0.85
Total real estate – commercial mortgage	5,753,230		46.03		5,486,550		44.43
Installment loans to individuals	97,592		0.78		103,523		0.84
Total loans, net of unearned income	$	12,500,525	100.00	%	$	12,351,230	100.00	%

Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At March 31, 2024, there were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category of loans separate from the categories listed above.

Deposits

The Company relies on deposits as its primary source of funds. Total deposits were $14,237,163 and $14,076,785 at March 31, 2024 and December 31, 2023, respectively. Noninterest-bearing deposits were $3,516,164 and $3,583,675 at March 31, 2024 and December 31, 2023, respectively, while interest-bearing deposits were $10,720,999 and $10,493,110 at March 31, 2024 and December 31, 2023, respectively. Interest-bearing deposits included brokered deposits of $342,638 and $461,441 at March 31, 2024 and December 31, 2023, respectively.

Management continues to focus on growing and maintaining a stable source of funding, specifically noninterest-bearing deposits and other core deposits (that is, deposits excluding brokered deposits and time deposits greater than $250,000). Noninterest-bearing deposits represented 24.70% of total deposits at March 31, 2024, as compared to 25.46% of total deposits at December 31, 2023. The decrease in noninterest-bearing deposits as a percentage of total deposits primarily reflects deposit customers transferring noninterest-bearing deposits to interest-bearing deposits such as money market funds offered by the Company, other financial institutions and other financial services companies. 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 cause 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. 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.

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Our public fund transaction accounts are principally obtained from public universities and municipalities, including school boards and utilities. Public fund deposits were $2,006,419 and $1,866,495 at March 31, 2024 and December 31, 2023, respectively, and represented 14.09% and 13.26% of total deposits as of March 31, 2024 and December 31, 2023, respectively.

Borrowed Funds

Total borrowings include federal funds purchased, securities sold under agreements to repurchase, advances from the FHLB, subordinated notes and junior subordinated debentures and are classified on the Consolidated Balance Sheets as either short-term borrowings or long-term debt. Short-term borrowings have original maturities less than one year and typically include federal funds purchased, securities sold under agreements to repurchase, and short-term FHLB advances. The following table presents our short-term borrowings by type as of the dates presented:


	March 31, 2024		December 31, 2023
Security repurchase agreements	$	8,121	$	7,577

Short-term borrowings from the FHLB	100,000		300,000

	$	108,121	$	307,577

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:


	March 31, 2024		December 31, 2023

Junior subordinated debentures	$	113,213	$	112,978
Subordinated notes	314,834		316,422
	$	428,047	$	429,400

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. There were no long-term advances from the FHLB outstanding at March 31, 2024 or December 31, 2023. All advances from the FHLB are collateralized by a blanket lien on the Bank’s loans. The Company had $2,850,966 of availability on unused lines of credit with the FHLB at March 31, 2024, as compared to $2,922,315 at December 31, 2023. The Company also had credit available at the Federal Reserve Discount Window in the amount of $592,236 with no borrowings outstanding at March 31, 2024.

The Company has issued subordinated notes, the proceeds of which 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 as regulatory capital. The subordinated notes qualify as Tier 2 capital under current regulatory guidelines.

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

Results of Operations

Net Income

Net income for the first quarter of 2024 was $39,409 compared to net income of $46,078 for the first quarter of 2023. Basic and diluted earnings per share (“EPS”) for the first quarter of 2024 were $0.70, as compared to basic and diluted EPS of $0.82 for the first quarter of 2023.

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.

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The following table presents the impact of these items on reported EPS for the dates presented.


	Three Months Ended
	March 31, 2024						March 31, 2023
	Pre-tax		After-tax		Impact to Diluted EPS		Pre-tax		After-tax		Impact to Diluted EPS



Gain on sale of MSR	$	3,472	$	2,774	$	0.05	$	—	$	—	$	—

Net Interest Income

Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of our net income, comprising 75.26% of total revenue (i.e., net interest income on a fully taxable equivalent basis and noninterest income) for the first quarter of 2024. The primary concerns in managing net interest income are the volume, mix and repricing of assets and liabilities.

Net interest income was $123,290 for the three months ended March 31, 2024, as compared to $135,775 for the same period in 2023. On a tax equivalent basis, net interest income was $125,850 for the three months ended March 31, 2024, as compared to $138,529 for the same period in 2023.

The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or interest paid and the average yield or average rate paid on each such category on a tax-equivalent basis for the periods presented:

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	Three Months Ended March 31,
	2024						2023
	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate
Assets
Interest-earning assets:





Loans held for investment	$	12,407,976	$	194,640	6.30	%	$	11,688,534	$	163,970	5.68	%
Loans held for sale	155,382		2,308		5.94		103,410		1,737		6.72
Securities:
Taxable	1,891,817		9,505		2.01		2,635,130		13,317		2.02
Tax-exempt(1)	270,279		1,505		2.23		397,014		2,345		2.36
Interest-bearing balances with banks	570,336		7,781		5.49		464,229		5,430		4.74
Total interest-earning assets	15,295,790		215,739		5.66		15,288,317		186,799		4.94
Cash and due from banks	188,503						197,782
Intangible assets	1,009,825						1,011,557

Other assets	708,895						660,242
Total assets	$	17,203,013					$	17,157,898
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand(2)	$	6,955,989	$	52,500	3.03	%	$	6,066,770	$	20,298	1.36	%
Savings deposits	860,397		730		0.34		1,052,802		826		0.32
Brokered deposits	445,608		5,987		5.39		395,745		4,418		4.53
Time deposits	2,319,420		23,396		4.06		1,564,855		7,324		1.90
Total interest-bearing deposits	10,581,414		82,613		3.13		9,080,172		32,866		1.47
Borrowed funds	544,564		7,276		5.35		1,281,552		15,404		4.86
Total interest-bearing liabilities	11,125,978		89,889		3.24		10,361,724		48,270		1.89
Noninterest-bearing deposits	3,518,612						4,386,998
Other liabilities	244,142						222,382
Shareholders’ equity	2,314,281						2,186,794
Total liabilities and shareholders’ equity	$	17,203,013					$	17,157,898
Net interest income/net interest margin			$	125,850	3.30	%			$	138,529	3.66	%

(1)U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which the Company operates.

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

The average balances of nonaccruing assets are included in the tables above. 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%.

Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes in volume and mix and pricing decisions. External factors include changes in market interest rates, competition and other factors affecting the banking industry in general, and the shape of the interest rate yield curve. The largest contributing factor to the decrease in net interest income for the three months ended March 31, 2024, as compared to the same period in 2023, was the rising rate environment that began in 2022 and continued throughout 2023. The higher interest rates benefited yields on earning assets, but this increase was more than offset by an increase in interest expense. The rising interest rates negatively impacted both the cost and mix of our funding sources. The Company has continued its efforts to mitigate increases in the cost of funding through maintaining noninterest-bearing deposits, staying disciplined yet competitive in pricing on interest-bearing deposits in the current rate environment and accessing alternative sources of liquidity, such as brokered deposits.

The following tables set 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 months ended March 31, 2024, as compared to the same period in 2023 (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):

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	Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023
	Volume		Rate		Net
Interest income:
Loans held for investment	$	11,103	$	19,567	$	30,670
Loans held for sale	789		(218)		571
Securities:
Taxable	(3,567)		(245)		(3,812)
Tax-exempt	(712)		(128)		(840)
Interest-bearing balances with banks	1,394		957		2,351
Total interest-earning assets	9,007		19,933		28,940
Interest expense:
Interest-bearing demand deposits	3,424		28,778		32,202
Savings deposits	(153)		57		(96)
Brokered deposits	625		944		1,569
Time deposits	4,785		11,287		16,072
Borrowed funds	(9,544)		1,416		(8,128)
Total interest-bearing liabilities	(863)		42,482		41,619
Change in net interest income	$	9,870	$	(22,549)	$	(12,679)

Interest income, on a tax equivalent basis, was $215,739 for the three months ended March 31, 2024, as compared to $186,799 for the same period in 2023. The increase in interest income, on a tax equivalent basis, for the three months ended March 31, 2024, as compared to the same time period in 2023 is due primarily to interest rate increases by the Federal Reserve during 2023.

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


	Percentage of Total Average Earning Assets				Yield
	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Loans held for investment	81.12	%	76.45	%	6.30	%	5.68	%
Loans held for sale	1.02		0.68		5.94		6.72
Securities	14.14		19.83		2.04		2.07
Other	3.72		3.04		5.49		4.74
Total earning assets	100.00	%	100.00	%	5.66	%	4.94	%

For the first quarter of 2024, interest income on loans held for investment, on a tax equivalent basis, increased $30,670 to $194,640 from $163,970 for the same period in 2023. The Federal Reserve continued to raise interest rates in 2023, which positively impacted the Company’s loan pricing, and the year-to-date average balance of loans held for investment increased $719,442 from March 2023, thereby resulting in the increase in interest income on loans held for investment for the three months ended March 31, 2024, as compared to the same period in 2023.

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

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	Three Months Ended
	March 31,
		2024			2023
Net interest income collected on problem loans		$	123		$	392
Accretable yield recognized on purchased loans		800			885
Total impact to interest income on loans		$	923		$	1,277

Impact to loan yield		0.03		%	0.04		%

Impact to net interest margin		0.02		%	0.03		%

For the first quarter of 2024, interest income on loans held for sale (consisting of mortgage loans held for sale) increased $571 to $2,308 from $1,737 for the same period in 2023.

Investment income, on a tax equivalent basis, decreased $4,652 to $11,010 for the first quarter of 2024 from $15,662 for the first quarter of 2023. The tax equivalent yield on the investment portfolio for the first quarter of 2024 was 2.04%, down 3 basis points from 2.07% for the same period in 2023. The decrease in taxable equivalent investment income for the three months ended March 31, 2024 as compared to the same period in 2023 was due to our previously disclosed sale of securities during 2023 as well as the aforementioned securities sale in January 2024.

Interest expense was $89,889 for the first quarter of 2024 as compared to $48,270 for the same period in 2023.

The following table presents, by type, the Company’s funding sources, which consist of total average deposits and borrowed funds, and the total cost of each funding source for the periods presented:


	Percentage of Total Average Deposits and Borrowed Funds				Cost of Funds
	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Noninterest-bearing demand	24.03	%	29.74	%	—	%	—	%
Interest-bearing demand	47.50		41.13		3.03		1.36
Savings	5.88		7.14		0.34		0.32
Brokered deposits	3.04		2.68		5.39		4.53
Time deposits	15.84		10.61		4.06		1.90
Short term borrowings	0.79		5.78		1.20		4.31

Subordinated notes	2.16		2.15		5.83		5.33
Other borrowed funds	0.76		0.77		8.28		7.67
Total deposits and borrowed funds	100.00	%	100.00	%	2.46	%	1.33	%

Interest expense on deposits was $82,613 and $32,866 for the three months ended March 31, 2024 and 2023, respectively. The cost of total deposits was 2.35% and 0.99% for the same respective periods. The increase in both deposit expense and cost is attributable to the Company’s efforts to offer competitive deposit rates in the high interest rate environment and its decision to maintain additional on-balance sheet liquidity following the bank failures and broader industry concerns about bank liquidity that arose in March 2023. The Company has continued its efforts to maintain non-interest bearing deposits. Low cost deposits continue to be the preferred choice of funding; however, the Company may rely on brokered deposits or wholesale borrowings when advantageous or otherwise deemed advisable due to market conditions.

Interest expense on total borrowings was $7,276 and $15,404 for the three months ended March 31, 2024 and 2023, respectively. The decrease in interest expense on borrowings is a result of the repayment of FHLB borrowings during 2023 and the first quarter of 2024.

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

Noninterest Income

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Noninterest Income to Average Assets
Three Months Ended March 31,
2024						2023
0.97%						0.88%

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 of securities and all other noninterest income. Our focus is to develop and enhance our products that generate noninterest income in order to diversify revenue sources. Noninterest income was $41,381 for the first quarter of 2024 as compared to $37,293 for the same period in 2023. The increase over the three month period is primarily due to the $3,472 gain on sale of MSRs during the first quarter of 2024, which is included in “Mortgage banking income” in the Consolidated Statements of Income.

Service charges on deposit accounts include maintenance fees on accounts, per item charges, account enhancement charges for additional packaged benefits and overdraft fees (which encompasses traditional overdraft fees as well as non-sufficient funds fees). Service charges on deposit accounts were $10,506 and $9,120 for the first quarter of 2024 and 2023, respectively. Overdraft fees, the largest component of service charges on deposits, were $5,256 for the three months ended March 31, 2024, as compared to $4,580 for the same period in 2023.

Fees and commissions were $3,949 during the first quarter of 2024 as compared to $4,676 for the same period in 2023. Fees and commissions include fees related to deposit services, such as ATM fees and interchange fees on debit card transactions, and lending services, such as collateral management fees and unused commitment fees. For the first quarter of 2024, interchange fees were $2,130 as compared to $2,327 for the same period in 2023.

Through Renasant Insurance, we offer a range of commercial and personal insurance products through major insurance carriers. Income earned on insurance products was $2,716 and $2,446 for the three months ended March 31, 2024 and 2023, respectively. Contingency income is a bonus received from the insurance underwriters and is based both on commission income and claims experience on our clients’ policies during the previous year. Increases and decreases in contingency income are reflective of corresponding increases and decreases in the number of claims paid by insurance carriers. Contingency income, which is included in “Other noninterest income” in the Consolidated Statements of Income, was $873 and $910 for the three months ended March 31, 2024 and 2023, respectively.

Our Wealth Management segment has two divisions: Trust and Financial Services. The Trust division operates on a custodial basis, which includes administration of benefit plans, as well as accounting and money management for trust accounts. The division manages a number of trust accounts inclusive of personal and corporate benefit accounts, IRAs, and custodial accounts. Fees for managing these accounts are based on changes in market values of the assets under management in the account, with the amount of the fee depending on the type of account. The Financial Services division provides specialized products and services to our customers, which include fixed and variable annuities, mutual funds, and stocks offered through a third party provider. Wealth Management revenue was $5,669 for the first quarter of 2024 compared to $5,140 for the same period in 2023. The market value of assets under management or administration was $5,386,011 and $4,980,887 at March 31, 2024 and March 31, 2023, respectively.

Mortgage banking income is derived from the origination and sale of mortgage loans and the servicing of mortgage loans that the Company has sold but retained the right to service. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market. Interest rate lock commitments and originations of mortgage loans to be sold totaled $444,297 and $260,424, respectively, in the first quarter of 2024 compared to $629,833 and $258,946, respectively for the same period in 2023. The decrease in interest rate lock commitments was due to continued increases in mortgage interest rates during 2023, significantly dampening demand for mortgages nationwide. In the first quarter of 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 table below presents the components of mortgage banking income included in noninterest income for the periods presented.


	Three Months Ended March 31,
	2024		2023
Gain on sales of loans, net (1)	$	4,535	$	4,770
Fees, net	1,854		1,806
Mortgage servicing income, net(2)	4,981		1,941


Mortgage banking income, net	$	11,370	$	8,517

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

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

Bank-owned life insurance (“BOLI”) income is derived from changes in the cash surrender value of the bank-owned life insurance policies and proceeds received upon the death of covered individuals. BOLI income was $2,691 for the three months ended March 31, 2024 as compared to $3,003 for the same period in 2023.

Other noninterest income was $4,424 and $4,391 for the three months ended March 31, 2024 and 2023, respectively. Other noninterest income includes income from our SBA banking division, our capital markets division 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.

Noninterest Expense


Noninterest Expense to Average Assets
Three Months Ended March 31,
2024						2023
2.64%						2.58%

Noninterest expense was $112,912 and $109,208 for the first quarter of 2024 and 2023, respectively.

Salaries and employee benefits increased $1,638 to $71,470 for the first quarter of 2024 as compared to $69,832 for the same period in 2023. The increase in salaries and employee benefits is primarily due to annual merit increases implemented in April 2023 offset by decreases in salaries and benefits within our mortgage division attributable to declines in mortgage production.

Data processing costs were $3,807 in the first quarter of 2024 as compared to $3,633 for the same period in 2023. The Company continues to examine new and existing contracts to negotiate favorable terms to offset the increased variable cost components of our data processing costs, such as new accounts and increased transaction volume.

Net occupancy and equipment expense for the first quarter of 2024 was $11,389, as compared to $11,405 for the same period in 2023.

For the first quarter of 2024 the Company had expenses of $107 related to other real estate owned as compared to expenses of $30 for the same period in 2023. Expenses on other real estate owned included write downs of the carrying value to fair value on certain pieces of property held in other real estate owned of $28 for the first three months of 2024. There were no such write downs during the first quarter of 2023. For the three months ended March 31, 2024 and 2023, other real estate owned with a cost basis of $119 and $552, respectively, was sold, resulting in a net gain of $13 and $95, respectively.

Professional fees include fees for legal and accounting services, such as routine litigation matters, external audit services as well as assistance in complying with newly-enacted and existing banking and governmental regulations. Professional fees were $3,348 for the first quarter of 2024 as compared to $3,467 for the same period in 2023.

Advertising and public relations expense was $4,886 for the first quarter of 2024 as compared to $4,686 for the same period in 2023. During the three months ended March 31, 2024 and 2023, the Company contributed approximately $1,055 and $1,067, respectively, to charitable organizations throughout Mississippi and Georgia, which contributions are included in our advertising and public relations expense, for which it received a dollar-for-dollar tax credit.

Amortization of intangible assets totaled $1,212 and $1,426 for the first quarter of 2024 and 2023. This amortization relates to finite-lived intangible assets which are being amortized over the useful lives as determined at acquisition. These finite-lived intangible assets have remaining estimated useful lives ranging from approximately 1 year to 7 years.

Communication expenses, those expenses incurred for communication to clients and between employees, were $2,024 for the first quarter of 2024 as compared to $1,980 for the same period in 2023.

Other noninterest expense includes business development and travel expenses, other discretionary expenses, loan fees expense and other miscellaneous fees and operating expenses. Other noninterest expense was $14,669 for the three months ended March 31, 2024 as compared to $12,749 for the same period in 2023. The increase in other noninterest expense is primarily attributable to lower mortgage deferred loan origination expense in the first quarter of 2024 compared to the same period in 2023. The amount of loan origination expense deferred is directly correlated to the volume and mix of our loan production during the period. The Company also accrued $700 for an FDIC deposit insurance special assessment in the first quarter of 2024.

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Efficiency Ratio


	Efficiency Ratio
	Three Months Ended March 31,
	2024		2023
Efficiency ratio	67.52	%	62.11	%

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. We remain committed to aggressively managing our costs within the framework of our business model. Our goal is to improve the efficiency ratio over time from currently reported levels as a result of revenue growth while at the same time controlling noninterest expenses.

Income Taxes

Income tax expense for the first quarter of 2024 and 2023 was $9,912 and $11,322, respectively. The decline is primarily due to a decrease in pre-tax income.

Risk Management

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

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

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

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

Management’s problem asset resolution committee and the Board of Directors’ Credit Review Committee monitor loans that are past due or those that have been downgraded to criticized due to a decline in the collateral value or cash flow of the borrower. This information is used to assist management in monitoring credit quality. When the ultimate collectability of a loan’s principal is in doubt, wholly or partially, the loan is placed on nonaccrual.

After all collection efforts have failed, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings initiated. The collateral is sold at public auction or private sale for fair market value (based upon recent appraisals as described above), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. Any remaining balance is charged-off, which reduces the allowance for credit losses on loans.

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

The Company’s practice is to charge off estimated losses as soon as management believes the uncollectability of a loan balance is confirmed and such losses are reasonably quantified. Net charge-offs for the first quarter of 2024 were $164, or 0.01% of average loans (annualized), compared to net charge-offs of $4,732, or 0.16% of average loans (annualized), for the same period in 2023. The charge-offs were fully reserved for in the Company’s allowance for credit losses on loans. Subsequent recoveries, if any, are credited to the allowance for credit losses on loans.

Allowance for Credit Losses on Loans; Provision for Credit Losses on Loans. The allowance for credit losses is available to absorb credit losses inherent in the loans held for investment portfolio. Management evaluates the adequacy of the allowance on a quarterly basis.

The appropriate level of the allowance is based on an ongoing analysis of the loan portfolio and represents an amount that management deems adequate to provide for inherent losses, including loans evaluated on a collective (pooled) basis and those evaluated on an individual basis as set forth in ASC 326. The credit loss estimation process involves procedures to appropriately consider the unique characteristics of the Company’s loan portfolio segments. Credit quality is assessed and monitored by evaluating various attributes, and the results of those evaluations are utilized in underwriting new loans and in the Company’s process for the 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 our risk rating system, regulatory guidance and economic conditions, such as the unemployment rate and change in GDP in the national and local economies as well as trends in the market values of underlying collateral securing loans, all as determined based on input from management, loan review staff 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 future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and provision for credit loss in those future periods.

The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components: first, a collective or pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics; and second, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans.

•The allowance for credit losses for loans that share similar risk characteristics with other loans is calculated on a collective (or pooled) basis, where such loans are segregated into loan portfolio segments. In determining the allowance for credit losses on loans evaluated on a collective basis, the Company further categorizes the loan segments based on risk rating. The Company uses two CECL models: (1) for the Real Estate - 1-4 Family Mortgage, Real Estate - Construction and the Installment Loans to Individuals portfolio segments, the Company uses a loss rate model, based on average historical life-of-loan loss rates, and (2) for the Commercial, Real Estate - Commercial Mortgage and Lease Financing portfolio segments, the Company uses a probability of default/loss given default model, which calculates an expected loss percentage for each loan pool by considering (a) the probability of default, based on the migration of loans from performing (using risk ratings) to default using life-of-loan analysis periods, and (b) the historical severity of loss, based on the aggregate net lifetime losses incurred per loan pool.

The historical loss rates calculated as described above are adjusted, as necessary, for both internal and external qualitative factors where there are differences in the historical loss data of the Company and current or projected future conditions. Internal factors include loss history, changes in credit quality (including movement between risk ratings) and/or credit concentration and the nature and volume of the respective loan portfolio segments. External factors include current and reasonable and supportable forecasted economic conditions and changes in collateral values. These factors are used to adjust the historical loss rates (as described above) to ensure that they reflect management’s expectation of future conditions based on a reasonable and supportable forecast period. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, when necessary, the models immediately revert to the historical loss rates adjusted for qualitative factors related to current conditions.

•For loans that do not share similar risk characteristics with other loans, an individual analysis is performed to determine the expected credit loss. If the respective loan is collateral dependent (that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral), the expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of collateral is initially based on external appraisals. Generally, collateral values for loans for which measurement of expected losses is dependent on the fair value of such collateral are updated every twelve months,

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either from external third parties or in-house certified appraisers. Third-party appraisals are obtained from a pre-approved list of independent, third-party, local appraisal firms. The fair value of the collateral derived from the external appraisal is then adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. Other acceptable methods for determining the expected credit losses for individually evaluated loans (typically used for loans that are not collateral dependent) is a discounted cash flow approach or, if applicable, an observable market price. Once the expected credit loss amount is determined, an allowance equal to such expected credit loss is included in the allowance for credit losses.

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

The following table presents the allocation of the allowance for credit losses on loans by loan category and the percentage of loans in each category to total loans as of the dates presented:


	March 31, 2024				December 31, 2023			March 31, 2023
	Balance		% of Total			Balance		% of Total		Balance		% of Total
Commercial, financial, agricultural	$	45,921	14.95	%		$	43,980	15.15	%	$	44,678	14.79	%
Lease financing	2,554		0.86			2,515		0.94		2,437		1.03
Real estate – construction	17,317		9.95			18,612		10.79		19,959		12.10
Real estate – 1-4 family mortgage	47,566		27.43			47,283		27.85		45,981		27.87
Real estate – commercial mortgage	78,725		46.03			77,020		44.43		72,770		43.23
Installment loans to individuals	8,969		0.78			9,168		0.84		9,467		0.98
Total	$	201,052	100.00	%		$	198,578	100.00	%	$	195,292	100.00	%

The provision for credit losses on loans charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses on loans at a level that is believed to be adequate to meet the inherent risks of losses in our loan portfolio. The Company recorded a provision for credit losses on loans of $2,638 in the first quarter of 2024, as compared to $7,960 in the first quarter of 2023. The Company’s allowance for credit losses model considers economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years. While credit metrics remained relatively stable, loan growth caused the Company’s model to indicate that the aforementioned provision for credit losses on loans was appropriate during the first quarter of 2024.

The table below reflects the activity in the allowance for credit losses on loans for the periods presented:

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	Three Months Ended
	March 31,
	2024			2023
Balance at beginning of period	$	198,578		$	192,090
Impact of purchased credit deteriorated loans acquired during the period	—			(26)
Charge-offs
Commercial, financial, agricultural	349			529


Real estate – 1-4 family mortgage	82			3
Real estate – commercial mortgage	—			5,115
Installment loans to individuals	479			810
Total charge-offs	910			6,457
Recoveries
Commercial, financial, agricultural	346			725
Lease financing	8			5

Real estate – 1-4 family mortgage	48			24
Real estate – commercial mortgage	6			211
Installment loans to individuals	338			760
Total recoveries	746			1,725
Net charge-offs	164			4,732
Provision for credit losses on loans	2,638			7,960
Balance at end of period	$	201,052		$	195,292
Net charge-offs (annualized) to average loans	0.01		%	0.16		%
Net charge-offs to allowance for credit losses on loans	0.08		%	2.42		%
Allowance for credit losses on loans to:
Total loans	1.61		%	1.66		%
Nonperforming loans	270.87		%	259.39		%
Nonaccrual loans	272.52		%	344.88		%

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


	Three Months Ended
	March 31, 2024					March 31, 2023
	Net Charge-offs (Recoveries)		Average Loans		Annualized Net Charge-offs to Average Loans	Net Charge-offs (Recoveries)		Average Loans		Annualized Net Charge-offs to Average Loans
Commercial, financial, agricultural	$	3	$	1,864,444	—%	$	(196)	$	1,721,838	(0.05)%
Lease financing	(8)		107,255		(0.03)	(5)		116,164		(0.02)%
Real estate – construction	—		1,332,341		—	—		1,310,125		—%
Real estate – 1-4 family mortgage	34		3,423,951		—	(21)		3,319,795		—%
Real estate – commercial mortgage	(6)		5,580,170		—	4,904		5,101,752		0.39%
Installment loans to individuals	141		99,815		0.57	50		118,860		0.17%
Total	$	164	$	12,407,976	0.01%	$	4,732	$	11,688,534	0.16%

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


	Three Months Ended
	March 31,
	2024		2023





Real estate – 1-4 family mortgage:
Primary	$	(8)	$	(10)
Home equity	1		(3)
Rental/investment	41		(2)
Land development	—		(6)
Total real estate – 1-4 family mortgage	34		(21)
Real estate – commercial mortgage:
Owner-occupied	(4)		(78)
Non-owner occupied	(3)		4,982

Total real estate – commercial mortgage	(7)		4,904
Total net charge-offs of loans secured by real estate	$	27	$	4,883

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 table below.

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Three Months Ended March 31,	2024		2023
Allowance for credit losses on unfunded loan commitments:
Beginning balance	$	16,918	$	20,118

Recovery of provision for credit losses on unfunded loan commitments (included in other noninterest expense)	(200)		(1,500)
Ending balance	$	16,718	$	18,618

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

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

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


	March 31, 2024			December 31, 2023
Nonaccruing loans	$	73,774		$	68,816
Accruing loans past due 90 days or more	451			554
Total nonperforming loans	74,225			69,370
Other real estate owned	9,142			9,622


Total nonperforming assets	$	83,367		$	78,992
Nonperforming loans to total loans	0.59		%	0.56		%
Nonaccruing loans to total loans	0.59		%	0.56		%
Nonperforming assets to total assets	0.48		%	0.46		%

The following table presents nonperforming loans by loan category as of the dates presented:

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	March 31, 2024		December 31, 2023		March 31, 2023
Commercial, financial, agricultural	$	6,588	$	6,282	$	11,382

Real estate – construction:
Residential	—		—		152

Total real estate – construction	—		—		152
Real estate – 1-4 family mortgage:
Primary	50,133		44,174		34,755
Home equity	2,907		2,849		2,278
Rental/investment	2,171		2,238		2,849
Land development	177		19		20
Total real estate – 1-4 family mortgage	55,388		49,280		39,902
Real estate – commercial mortgage:
Owner-occupied	2,169		3,373		20,389
Non-owner occupied	9,481		9,774		2,963
Land development	195		300		265
Total real estate – commercial mortgage	11,845		13,447		23,617
Installment loans to individuals	404		361		237

Total nonperforming loans	$	74,225	$	69,370	$	75,290

Total nonperforming loans as a percentage of total loans were 0.59% as of March 31, 2024 as compared to 0.56% and 0.64% as of December 31, 2023 and March 31, 2023, respectively. The Company’s coverage ratio, or its allowance for credit losses on loans as a percentage of nonperforming loans, was 270.87% as of March 31, 2024 as compared to 286.26% as of December 31, 2023 and 259.39% as of March 31, 2023.

Management has evaluated loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses at March 31, 2024. Management also continually monitors past due loans for potential credit quality deterioration. Total loans 30-89 days past due but still accruing interest were $59,632, or 0.48% of total loans, at March 31, 2024 as compared to $54,031, or 0.44% of total loans, at December 31, 2023 and $50,992, or 0.43% of total loans, at March 31, 2023.

Certain modifications of loans made to borrowers experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay (including an extension of the amortization period), or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, are required to be disclosed in accordance with ASU 2022-02. All modifications for the three months ended March 31, 2024 and 2023 and which met the disclosure criteria in ASU 2022-02 were performing in accordance with their modified terms at March 31, 2024 and 2023, respectively. The total amortized cost basis of loans that were experiencing financial difficulty, modified during the three months ended March 31, 2024 and 2023, were $10,693 and $1,184, respectively. Unused commitments totaled $85 at March 31, 2024. There were no unused commitments at March 31, 2023. Upon the Company’s determination that a modified loan has been subsequently deemed uncollectible, the loan, or portion of the loan, is charged off, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted accordingly. For more information about loan modifications made to borrowers experiencing financial difficulty, see the information under the heading “Certain Modifications to Borrowers Experiencing Financial Difficulty” in Note 3, “Loans,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements.

The following table provides details of the Company’s other real estate owned, net of valuation allowance and direct write-downs, as of the dates presented:

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	March 31, 2024		December 31, 2023		March 31, 2023
Residential real estate	$	1,244	$	1,211	$	551
Commercial real estate	7,872		8,407		3,507
Residential land development	19		4		4
Commercial land development	7		—		756

Total other real estate owned	$	9,142	$	9,622	$	4,818

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


	2024		2023
Balance at January 1	$	9,622	$	1,763

Transfers of loans	195		3,623

Impairments	(28)		—
Dispositions	(119)		(552)
Other	(528)		(16)
Balance at March 31	$	9,142	$	4,818

Other real estate owned with a cost basis of $119 was sold during the three months ended March 31, 2024, resulting in a net gain of $13, while other real estate owned with a cost basis of $552 was sold during the three months ended March 31, 2023, resulting in a net gain of $95.

Interest Rate Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets and inventories. Our market risk arises primarily from interest rate risk inherent in lending, investing and deposit-taking activities. Management believes a significant impact on the Company’s financial results stems from our ability to react to changes in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. Changes in rates may also limit our liquidity, making it more costly for the Company to generate funds to make loans and to satisfy customers wishing to withdraw deposits.

Because of the impact of interest rate fluctuations on our profitability and liquidity, we actively monitor and manage our interest rate risk exposure. We have an Asset/Liability Committee (“ALCO”), which is comprised of various members of senior management and is authorized by the Board of Directors to monitor interest rate sensitivity and liquidity risk, over the short-, medium-, and long-term, and to make decisions relating to these processes. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk and preserving adequate liquidity so as to minimize the adverse impact of changes in interest rates on net interest income, liquidity and capital. We regularly monitor liquidity and stress our liquidity position in various simulated scenarios, which are incorporated in our contingency funding plan outlining different potential liquidity environments. The ALCO uses an asset/liability model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model is used to perform both net interest income forecast simulations for multiple year horizons and economic value of equity (“EVE”) analyses, each under various interest rate scenarios, which could impact the results presented in the table below.

Net interest income forecast simulations measure the short- and medium-term earnings exposure from changes in market interest rates in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate future net interest income under various hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time for a given set of market rate assumptions. An increase in EVE due to a specified rate change indicates an improvement in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

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

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	Percentage Change In:
Immediate Change in Rates of (in basis points):	Economic Value Equity (EVE)	Earning at Risk (Net Interest Income)
	Static	1-12 Months	13-24 Months

+100	2.44%	1.86%	3.02%
-100	(3.57)%	(2.52)%	(3.66)%
-200	(8.60)%	(5.75)%	(8.22)%

The rate shock results for the net interest income simulations for the next 24 months produce an asset sensitive position at March 31, 2024. The preceding measures assume no change in the size or asset/liability compositions of the balance sheet, and they do not reflect future actions the ALCO may undertake in response to such changes in interest rates.

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

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, collars, caps and/or floors, forward commitments, and interest rate lock commitments, as part of its ongoing efforts to mitigate its interest rate risk exposure. For more information about the Company’s derivatives, see the information under the heading “Loan Commitments and Other Off-Balance Sheet Arrangements” in the Liquidity and Capital Resources section below and Note 9, “Derivative Instruments,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements. The Liquidity and Capital Resources section also details our available sources of liquidity, both on and off-balance sheet.

Liquidity and Capital Resources

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

Core deposits, which are deposits excluding brokered deposits and time deposits greater than $250,000, are the major source of funds used by the Bank to meet cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring the Bank’s liquidity. We may also access the brokered deposit market where rates are favorable to other sources of liquidity (especially in light of collateral requirements for certain borrowings) and core deposits are not sufficient for meeting our current and anticipated liquidity needs. During the first quarter of 2024, brokered deposits decreased by $119,070 as compared to the balance at December 31, 2023. The Bank obtained brokered deposits in the amount of $120,345 during the first quarter of 2024 and paid down brokered deposits of $239,355 during the same period. 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 11.16% 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 March 31, 2024, securities with a carrying value of $813,304 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 $895,044 similarly pledged at December 31, 2023.

Other sources available for meeting liquidity needs include federal funds purchased, short-term 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 and FHLB advances. There were $100,000 in short-term borrowings from the FHLB at March 31, 2024, as compared to $300,000 at December 31, 2023. 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 March 31, 2024 or December 31, 2023. The total amount of the remaining credit available to us from the FHLB at March 31, 2024 was $2,850,966.

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The credit available at the Federal Reserve Discount Window at March 31, 2024 was $592,236 with no borrowings currently outstanding. We also maintain lines of credit with other commercial banks totaling $160,000. 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 March 31, 2024 or December 31, 2023.

Finally, we can access the capital markets to meet liquidity needs. The Company maintains a shelf registration statement with the Securities and Exchange Commission (“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, insurance and wealth management operations as well as other business opportunities. In previous years, we have accessed the capital markets to generate liquidity in the form of common stock and subordinated notes. We have also assumed subordinated notes as part of acquisitions. The carrying value of subordinated notes, net of unamortized debt issuance costs, was $314,834 at March 31, 2024.


	Percentage of Total Average Deposits and Borrowed Funds				Cost of Funds
	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Noninterest-bearing demand	24.03	%	29.74	%	—	%	—	%
Interest-bearing demand	47.50		41.13		3.03		1.36
Savings	5.88		7.14		0.34		0.32
Brokered deposits	3.04		2.68		5.39		4.53
Time deposits	15.84		10.61		4.06		1.90
Short-term borrowings	0.79		5.78		1.20		4.31

Subordinated notes	2.16		2.15		5.83		5.33
Other borrowed funds	0.76		0.77		8.28		7.67
Total deposits and borrowed funds	100.00	%	100.00	%	2.46	%	1.33	%

The estimated amount of uninsured and uncollateralized deposits at March 31, 2024 was $4,392,773. Collateralized public funds over FDIC insurance limits were $1,569,410 at March 31, 2024.

Our strategy in choosing funds is focused on minimizing cost in the context of our balance sheet composition, interest rate risk position and liquidity forecast. Accordingly, management targets growth of core deposits, focusing on noninterest-bearing deposits. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. We constantly monitor our funds position and evaluate the effect that various funding sources have on our financial position.

Cash and cash equivalents were $844,400 at March 31, 2024, as compared to $847,697 at March 31, 2023. Cash provided by investing activities for the three months ended March 31, 2024 was $29,968, as compared to cash used in investing activities of $153,231 for the three months ended March 31, 2023. Proceeds from the sale, maturity or call of securities within our investment portfolio were $223,492 for the three months ended March 31, 2024, as compared to $70,766 for the same period in 2023. A portion of the securities portfolio was sold during the first quarter, resulting in proceeds of $177,185 of which a portion were used to purchase higher yielding securities, while the remainder was used to fund loan growth. Proceeds in the first quarter of 2023 were primarily used to fund loan growth. Purchases of investment securities were $46,975 during the first three months of 2024. There were no purchases of investment securities for the same period in 2023.

Cash used in financing activities for the three months ended March 31, 2024 was $51,976, as compared to cash provided by financing activities of $432,318 for the same period in 2023. Deposits increased $160,378 and $425,054 for the three months ended March 31, 2024 and 2023, respectively.

Restrictions on Bank Dividends, Loans and Advances

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The Company’s liquidity and capital resources, as well as its ability to pay dividends to 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 approval of the Mississippi Department of Banking and Consumer Finance (the “DBCF”). In addition, the FDIC also has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the bank, could include the payment of dividends. Accordingly, the approval of the DBCF is required prior to the Bank paying dividends to the Company, and under certain circumstances the approval of the FDIC may be required.

Federal Reserve regulations also limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At March 31, 2024, the maximum amount available for transfer from the Bank to the Company in the form of loans was $190,482. 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 March 31, 2024.

These restrictions did not have any impact on the Company’s ability to meet its cash obligations in the three months ended March 31, 2024, nor does management expect such restrictions to materially impact the Company’s ability to meet its currently-anticipated cash obligations.

Loan Commitments and Other Off-Balance Sheet Arrangements

The Company enters into loan commitments and standby letters of credit in the normal course of its business. Loan commitments are made to accommodate the financial needs of the Company’s customers. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company’s normal credit policies, including establishing a provision for credit losses on unfunded commitments. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements of the Company in that while the borrower has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon. The Company’s unfunded loan commitments and standby letters of credit outstanding were as follows as of the dates presented:


	March 31, 2024		December 31, 2023
Loan commitments	$	3,032,017	$	3,091,997
Standby letters of credit	114,456		113,970

The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments and the provision related thereto as necessary; the Company also reviews these commitments as part of its analysis of loan concentrations within the loan portfolio. The Company will continue this process as new commitments are entered into or existing commitments are renewed. For a more detailed discussion related to the allowance and provision for credit losses on unfunded loan commitments, refer to the “Risk Management” section above.

The Company utilizes derivative financial instruments, including interest rate contracts such as swaps, collars, caps and/or floors, as part of its ongoing efforts to mitigate its interest rate risk exposure and to facilitate the needs of its customers. The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position with other financial institutions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At March 31, 2024, the Company had notional amounts of $631,264 on interest rate contracts with corporate customers and $631,264 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts and certain fixed rate loans.

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

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

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Under this contract, the Company pays a variable rate of interest and receives a fixed rate of interest.

For more information about the Company’s derivatives, see Note 9, “Derivative Instruments,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements.

Shareholders’ Equity and Regulatory Matters

Total shareholders’ equity of the Company was $2,322,350 at March 31, 2024 compared to $2,297,383 at December 31, 2023. Book value per share was $41.25 and $40.92 at March 31, 2024 and December 31, 2023, respectively. The growth in shareholders’ equity was attributable to current period earnings and changes in accumulated other comprehensive income, offset by dividends declared.

In October 2023, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to repurchase up to $100,000 of its outstanding common stock, either in open market purchases or privately-negotiated transactions. The program will remain in effect through October 2024 or, if earlier, the repurchase of the entire amount of common stock authorized to be repurchased. The Company did not repurchase any of its common stock under the stock repurchase plan in the first quarter of 2024.

The Company has junior subordinated debentures with a carrying value of $113,213 at March 31, 2024, of which $109,622 is included in the Company’s Tier 1 capital. Federal Reserve guidelines limit the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital, but these guidelines did not impact the debentures we include in Tier 1 capital at March 31, 2024. Although our existing junior subordinated debentures are currently unaffected by these Federal Reserve guidelines, on account of changes enacted as part of the Dodd-Frank Act, any new trust preferred securities are not includable in Tier 1 capital. Further, if we make any acquisition of a financial institution now that we have exceeded $15,000,000 in assets, we will lose Tier 1 treatment of our junior subordinated debentures.

The Company has subordinated notes with a par value of $336,400 at March 31, 2024, of which $333,397 is included in the Company’s Tier 2 capital.

Capital Tiers

Tier 1 Capital to
Average Assets
(Leverage)

Common Equity Tier 1 to
Risk - Weighted Assets

Tier 1 Capital to
Risk - Weighted
Assets

Total Capital to
Risk - Weighted
Assets

Well capitalized

5% or above

6.5% or above

8% or above

10% or above

Adequately capitalized

4% or above

4.5% or above

6% or above

8% or above

Undercapitalized

Less than 4%

Less than 4.5%

Less than 6%

Less than 8%

Significantly undercapitalized

Less than 3%

Less than 4%

Less than 6%

Critically undercapitalized

Tangible Equity / Total Assets less than 2%

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The following table provides the capital and risk-based capital and leverage ratios for the Company and for Renasant Bank as of the dates presented:


	Actual				Minimum Capital Requirement to be Well Capitalized				Minimum Capital Requirement to be Adequately Capitalized (including the Capital Conservation Buffer)
	Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2024
Renasant Corporation:
Risk-based capital ratios:
Common equity tier 1 capital ratio	$	1,484,398	10.59	%	$	911,022	6.50	%	$	981,101	7.00	%
Tier 1 risk-based capital ratio	1,594,020		11.37		1,121,258		8.00		1,191,337		8.50
Total risk-based capital ratio	2,102,933		15.00		1,401,573		10.00		1,471,651		10.50
Leverage capital ratios:
Tier 1 leverage ratio	1,594,020		9.75		817,663		5.00		654,130		4.00

Renasant Bank:
Risk-based capital ratios:
Common equity tier 1 capital ratio	$	1,728,934	12.31	%	$	912,952	6.50	%	$	983,179	7.00	%
Tier 1 risk-based capital ratio	1,728,934		12.31		1,123,633		8.00		1,193,860		8.50
Total risk-based capital ratio	1,904,816		13.56		1,404,542		10.00		1,474,769		10.50
Leverage capital ratios:
Tier 1 leverage ratio	1,728,934		10.57		817,792		5.00		654,234		4.00

December 31, 2023
Renasant Corporation:
Risk-based capital ratios:
Common equity tier 1 capital ratio	$	1,469,531	10.52	%	$	908,163	6.50	%	$	978,022	7.00	%
Tier 1 risk-based capital ratio	1,578,918		11.30		1,117,740		8.00		1,187,598		8.50
Total risk-based capital ratio	2,085,531		14.93		1,397,175		10.00		1,467,033		10.50
Leverage capital ratios:
Tier 1 leverage ratio	1,578,918		9.62		820,428		5.00		656,342		4.00

Renasant Bank:
Risk-based capital ratios:
Common equity tier 1 capital ratio	$	1,714,965	12.25	%	$	909,711	6.50	%	$	979,689	7.00	%
Tier 1 risk-based capital ratio	1,714,965		12.25		1,119,644		8.00		1,189,622		8.50
Total risk-based capital ratio	1,888,104		13.49		1,399,556		10.00		1,469,533		10.50
Leverage capital ratios:
Tier 1 leverage ratio	1,714,965		10.45		820,761		5.00		656,608		4.00

The Company elected to take advantage of transitional relief offered by the Federal Reserve and FDIC to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transitional period to phase out the capital benefit provided by the two-year delay. The three-year transitional period began on January 1, 2022.

For more information regarding the capital adequacy guidelines applicable to the Company and Renasant Bank, please refer to Note 14, “Regulatory Matters,” in the Notes to the Consolidated Financial Statements of the Company in Item 1, Financial Statements.

Critical Accounting Estimates

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We have identified certain accounting estimates that involve significant judgment and estimates which can have a material impact on our financial condition or results of operations. Our accounting policies are more fully described in Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements of the Company in Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 23, 2024. Actual amounts and values as of the balance sheet dates may be materially different from the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date.

The critical accounting estimates that we believe to be the most critical in preparing our consolidated financial statements relate to the allowance for credit losses and acquisition accounting, which are described under “Critical Accounting Policies and Estimates” in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2023. Since December 31, 2023, there have been no material changes in these critical accounting estimates.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk since December 31, 2023. For additional information regarding our market risk, see our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 23, 2024.

Item 4. CONTROLS AND PROCEDURES

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective for ensuring that information the Company is required to disclose in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Principal Executive and Principal Financial Officers, as appropriate to allow timely decisions regarding required disclosure. There was no change in the Company’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1A. RISK FACTORS

When evaluating the risk of an investment in the Company’s common stock, potential investors should carefully consider the risk factors appearing in Part I, Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

During the three month period ended March 31, 2024, the Company repurchased shares of its common stock as indicated in the following table:


	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plans	Maximum Number of Shares or Approximate Dollar Value of Shares That May Yet Be Purchased Under Share Repurchase Plans(2)(3)
January 1, 2024 to January 31, 2024	30,847	$	33.68	—	$	100,000
February 1, 2024 to February 29, 2024	—	—		—	100,000
March 1, 2024 to March 31, 2024	66,043	31.11		—	100,000
Total	96,890	$	31.93	—

(1)All shares in this column represent shares of Renasant Corporation stock withheld to satisfy the federal and state tax liabilities related to the vesting of performance- and time-based restricted stock awards.

(2)The Company announced a $100.0 million stock repurchase program in October 2023 under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions. This plan will remain in effect through October 2024 or, if earlier, the repurchase of the entire amount of common stock authorized to be repurchased. No shares were repurchased during the first quarter of 2024 under this plan.

(3)Dollars in thousands

Please refer to the information discussing restrictions on the Company’s ability to pay dividends under the heading “Liquidity and Capital Resources” in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report, which is incorporated by reference herein.

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Item 5. OTHER INFORMATION

Trading Plans

During the quarter ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408(a) of Regulation S-K).

Item 6. EXHIBITS


Exhibit Number						Description

(3)(i)						Articles of Incorporation of Renasant Corporation, as amended (1)

(3)(ii)						Articles of Amendment to the Articles of Incorporation (2)

(3)(iii)						Amended and Restated Bylaws of Renasant Corporation (3 )

(3)(iv)						Articles of Amendment to the Amended and Restated Bylaws of Renasant Corporation (4 )

(3)(v)						Articles of Amendment to the Amended and Restated Bylaws of Renasant Corporation (5 )

(3)(vi)						Articles of Amendment to the Amended and Restated Bylaws of Renasant Corporation (6 )

10(i)						Amended and Restated Renasant Corporation Performance Based Rewards Plan, dated as of April 23, 2024.

10(ii)						Amendment No. 1 to the Renasant Corporation 2020 Long-Term Incentive Compensation Plan dated February 26, 2024.

(31)(i)						Certification of the Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31)(ii)						Certification of the Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)(i)						Certification of the Principal Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32)(ii)						Certification of the Principal Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(101)						The following materials from Renasant Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 were formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements (Unaudited).

(104)						The cover page of Renasant Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included in Exhibit 101).

(1)Filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2016 and incorporated herein by reference.

(2)Filed as exhibit 3(i) to the Form 8-K the Company filed with the Commission on April 25, 2024 and incorporated herein by reference.

(3)Filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on July 20, 2018 and incorporated herein by reference.

(4)Filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on April 30, 2021 and incorporated herein by reference.

(5)Filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on January 28, 2022 and incorporated herein by reference.

(6)Filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on October 27, 2023 and incorporated herein by reference.

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The Company does not have any long-term debt instruments under which securities are authorized exceeding ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company will furnish to the Securities and Exchange Commission, upon its request, a copy of all long-term debt instruments.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		RENASANT CORPORATION
		(Registrant)

Date:	May 8, 2024	/s/ C. Mitchell Waycaster
		C. Mitchell Waycaster
		Chief Executive Officer
		(Principal Executive Officer)

Date:	May 8, 2024	/s/ James C. Mabry IV
		James C. Mabry IV
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

EX-10.1 2 exhibit101-pbrp.htm EX-10.1 Document

Exhibit 10(i)

RENASANT CORPORATION

PERFORMANCE BASED REWARDS PLAN

Renasant Corporation, a corporation organized and existing under the laws of the State of Mississippi (the “Company”), established this Performance Based Rewards Plan (the “Plan”) effective as of January 1, 2019 (the “2019 Plan”). The Plan is hereby amended and restated, effective for services rendered on and after January 1, 2024 (the “Effective Date”). This amendment and restatement supersedes the 2019 Plan.

Section 1 - Purposes:

The purposes of the Plan are to: (a) provide an opportunity for annual cash incentives to eligible officers and employees of the Company, Renasant Bank (the “Bank”) and the Company’s other Affiliates (as defined below; together, the “Renasant Group”); (b) attract and retain officers and employees of the Renasant Group; and (c) further align the interests of officers and employees of the Renasant Group with the interests of the Company’s shareholders.

Section 2 - Definitions:

2.1 “Affiliate” means any corporation or other form of entity of which the Company owns, from time to time, directly or indirectly, at least 80% of the total combined voting power of all classes of stock or other equity interests, including the Bank.

2.2 “Award” means a cash award under the terms and conditions of the Plan.

2.3 “Board” means the Board of Directors of the Company.

2.4 “Change in Control” shall have the meaning ascribed to such term in the Company’s 2020 Long-Term Incentive Compensation Plan, as the same may be amended, superseded, or replaced from time to time.

2.5 “Code” means the Internal Revenue Code of 1986, as amended, including any regulation, rule, or other guidance promulgated thereunder.

2.6 “Committee” means the Compensation Committee of the Board or another committee of the Board comprised of independent directors and given authority by the Board to make Awards and determinations under this Plan.

2.7 “Compensation” under the Plan means regular, periodic base salary or, for those Eligible Employees who are paid on an hourly basis, “eligible compensation” as determined in accordance with the Renasant Group employing entity’s standard payroll practices; provided that such amount (a) shall include deductions and deferrals made under the Bank’s Executive Deferred Income Plan, the Company’s Deferred Stock Unit Plan, the Renasant Bank 401(k) Plan (or any successor plan) and any other plan of deferred compensation maintained by the Company or the Bank; and (b) shall exclude awards payable under this Plan or other incentive plan or arrangement, sign-on or retention bonuses, commissions, the value of equity-based compensation, and car and transportation allowances, cash perquisites, reimbursements, and similar items.

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2.8 “Determination Date” means the last business day of the first calendar quarter of each Performance Year.

2.9 “Disability” means that a Participant is receiving long-term disability benefits under a separate plan or policy maintained by the Renasant Group.

2.10 “Eligible Employee” means, unless otherwise determined by the Committee, a regular, full-time, common law employee of the Renasant Group, including officers, determined in accordance with the Renasant Group’s standard personnel policies and practices, excluding: (a) employees who participate in the Retail Sales Incentive Plan, the Relationship Manager Plan, the Revenue Leader Plan, or any other cash-based incentive or commission-based plan maintained by the Renasant Group; (b) any employee who has been excluded from this Plan by written contract or employment agreement; (c) individuals who are classified by the Renasant Group as leased or otherwise employed by a third party; and (d) independent contractors or intermittent or temporary employees, even if any such classification is modified by audit, administrative proceeding, litigation or otherwise.

2.11 “FLSA” means, collectively, the Fair Labor Standards Act and any similar applicable state or local law.

2.12 “Participant” means an Eligible Employee who has been designated for participation in the Plan in respect of a Performance Year.

2.13 “Payment Date” means, except as set forth in Section 5.4, the date of payment under the Plan with respect to a Performance Year, which shall be in the calendar year following the Performance Year and shall not be later than the later of (a) the last day of the third calendar month following the end of each Performance Year and (b) the next payroll date following the external auditor’s completion of the audit of the Company’s financial statements for the Performance Year.

2.14 “Performance Measures” means, in respect of a Participant’s Award, the financial, operational, or strategic performance metrics established by the Committee related to the Renasant Group, an entity, division, unit, department or profit center of the Renasant Group, a geographic region, an individual branch, or any other corporate designation, or to a Participant. An illustrative list of metrics that the Committee may designate as Performance Measures is set forth on Exhibit A. Exhibit A may be updated by the Committee from time to time without formal amendment to this Plan.

2.15 “Performance Year” means the Company’s fiscal year.

2.16 “Retirement” means that a Participant has voluntarily separated from service with the Renasant Group; provided, that at the time of such separation the Participant (a) has either (1) attained age 55, and completed ten years of service, or (2) attained age 65, and (b) is in good standing.

2.17 “Senior Officer” shall have the meaning ascribed to it in the Company’s Compensation Committee Charter dated as of October 9, 2023, as amended from time to time.

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2.18 “Target Award” means the Award amount payable at achievement of 100% Target Level (as defined below).

Section 3 - Participation:

3.1 Designation of Participants. The Committee may designate which Eligible Employees are Participants in the Plan in respect of a given Performance Year. Such designations may be done on an individual basis, on the basis of groups or categories of Eligible Employees, or a combination thereof.

3.2 Designation of New Eligible Employees as Participants. In general, any Eligible Employee whose employment commences during a Performance Year, and any employee who becomes an Eligible Employee during a Performance Year, will not participate in the Plan for such Performance Year unless the Committee designates such employee as a Participant in respect of such Performance Year (notwithstanding that such employee may belong to a group or category of Eligible Employees that has been designated as eligible for such Performance Year). However, unless otherwise determined by the Committee, an FLSA-exempt Eligible Employee who commences employment, or an FLSA-exempt employee who becomes an Eligible Employee, during the first three calendar quarters of a Performance Year will participate in the Plan for the remainder of such Performance Year, and such Eligible Employee’s Target Award (and other Award payment amounts, if applicable) shall be multiplied by 75% if the Eligible Employee enters the Plan during the first calendar quarter, 50% if during the second calendar quarter, and 25% if during the third calendar quarter.

Section 4 - Establishment of Award Terms:

4.1 Establishment of Performance Measures and Award Amounts.

(a) Performance Measures. The Committee shall establish the Performance Measure(s) applicable for the Performance Year with respect to each Participant and the weight given to each such Performance Measure. Performance Measures may differ from Participant to Participant, classification or category of Participant, and Award to Award. Attainment of 100% of the Performance Measures is performance at “Target Level”. The Committee shall also establish a minimum level of attainment of Performance Measures necessary to receive an Award (the “Threshold Level”) and a superior level of attainment of Performance Measures (the “Superior Level”) for the applicable Performance Year in respect of each Participant with the status of Senior Vice President or above, and may also establish such levels for other Participants.

(b) Award Amounts. The Committee shall establish a Target Award for each Participant. The Target Award may be expressed as a percentage of Compensation or a fixed dollar amount, or may be based on another formula determined by the Committee. The Committee shall establish Award payment amounts if a Participant performs at the Threshold Level or Superior Level (with the Award payment amounts expressed in the same terms as the Target Award) for Participants with the status of Senior Vice President or above, and may also establish such payment amounts for other Participants. Notwithstanding anything to the contrary in Section 4.1, the Committee may also determine that an Award, or a portion of Award, will not require the attainment of Performance Measures but instead will become payable (if at all) in the sole discretion of the Committee, and may establish the amount of such an Award or portion thereof. Neither the establishment of a Target Award or of Award amounts for performance at Threshold Level or Superior Level, nor the establishment of an Award not based on the attainment of Performance Measures, is a guarantee that a Participant shall receive any payment, or payment at any particular level, under the Plan, and shall not be construed as such.

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(c) Timing. Absent unusual or unexpected circumstances, the Committee shall make the determinations under this Section 4.1 no later than the Determination Date; provided, that in the case of Eligible Employees who are designated as Participants after the Determination Date, the Committee may make such determinations following the designation.

4.2 Determination of Attainment of Performance Measures and Payment Amounts.

(a) In General. Following the conclusion of the Performance Year, the Committee shall determine (i) whether and to what extent the Performance Measures applicable to the Performance Year have been attained and (ii) the Award amount (if any) payable to each Participant. To the extent applicable, attainment of Performance Measures shall be determined in accordance with accounting principles generally accepted in the United States (“GAAP”) then in effect; provided, that the Committee may disregard the effect of unusual or infrequently occurring items, as determined under GAAP. The Committee’s determination shall not be finalized until after the completion of the audit of the Company’s annual financial statements for such Performance Year by the Company’s external auditors.

(b) Change in Position. If, during a Performance Year, a Participant is demoted, promoted, transferred, or otherwise experiences a change in position or status, the Award (if any) payable under the Plan shall be based upon such Participant’s position as of the last day of the Performance Year and Compensation during the Performance Year (unless otherwise determined by the Committee), notwithstanding the terms of any communication to the contrary.

(c) Change in Participation. If, during a Performance Year, an Eligible Employee becomes a Participant, or a Participant ceases to be an Eligible Employee, the Award (if any) payable hereunder shall be pro-rated to reflect the portion of the Performance Year during which the employee was a Participant (unless otherwise determined by the Committee). Notwithstanding Section 2.10, such individual may remain eligible for any amount otherwise earned under the terms of a separate short-term incentive plan or arrangement under which he or she is covered during the same Performance Year if permitted under the terms of such separate plan or arrangement.

(d) Death, Disability, or Retirement During a Performance Year. If a Participant’s service with the Renasant Group terminates during the Performance Year on account of death, Disability, or Retirement, unless otherwise provided by written agreement with the Participant, the Award (if any) otherwise payable to such Participant as determined under this Section 4.2 shall be determined based on actual attainment of Performance Measures or such other criteria as the Committee determines as of the end of the Performance Year and pro-rated by multiplying the amount of such Award by a fraction, the numerator of which is the number of days in the Performance Year during which such employee was actively employed as a Participant and the denominator of which is 365 (or 366 in the case of a leap year).

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(e) Compensation. In the case of Awards based on a percentage of a Participant’s Compensation, only Compensation actually paid to a Participant during the applicable Performance Year shall be taken into account for purposes of determining any Award payable hereunder; provided that, if an individual becomes a Participant effective after the first day of a Performance Year, only the Compensation paid on or after such participation is effective shall be taken into account.

(f) Disqualification. Unless the Committee determines otherwise, no Award shall be payable to a Participant who at any point during or with respect to the Performance Year (including pursuant to a review that occurs after the end of the Performance Year but which relates to performance during such Performance Year) (i) is notified of a “performance improvement” or “job in jeopardy” action, (ii) scores less than a “3.0” (or equivalent score) on his or her performance evaluation, or (iii) is otherwise subject to disciplinary action.

4.3 Payment Determinations and Award Adjustments. Notwithstanding anything to the contrary herein, all Award amounts payable under the Plan shall be finally determined by the Committee (or its delegee(s)) in its (or their) sole discretion. Without limiting the foregoing, if the Committee determines that an Award calculated in accordance with Section 4.2 does not appropriately recognize the performance or contribution of a Participant or group of Participants during the Performance Year (including a circumstance in which a Participant would not receive an Award due to failure to attain a Threshold Level of performance or satisfy such other criteria as the Committee may establish), the Committee may make, increase, reduce, or eliminate such Participant’s Award. Any such adjustment shall be based on such factors as the Committee deems relevant and using such methodology(ies) as it determines. All adjustments shall be in the sole discretion of the Committee, and no adjustment for a Performance Year or Years shall guarantee or require future adjustment.

Section 5 - Payment:

5.1 Form of Payment. Any Awards payable under the Plan shall be paid to the Participant or Participant’s estate, as applicable, in the form of a single sum, less applicable withholding.

5.2 Payment Conditions. Except as expressly provided herein, in order to receive payment of an Award hereunder, a Participant must be employed in good standing by the Renasant Group on the payment date.

5.3 Death, Disability, or Retirement. Unless the Committee otherwise provides, if a Participant separates from service with the Renasant Group prior to payment of an Award with respect to a Performance Year on account of his or her death, Disability, or Retirement, the Award amount payable (if any) shall be paid to the Participant or, if applicable, to the Participant’s properly designated beneficiary(ies) under the Renasant Bank 401(k) Plan (or any successor plan), or if none, to the Participant’s estate at the time Awards are otherwise paid under the Plan. If a beneficiary cannot be found, or if the Committee determines it is impractical to pay the beneficiary(ies), payment may be made to the Participant’s estate.

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5.4 Change in Control. If a Change in Control occurs during a Performance Year:

(a) The Performance Year shall end as of the last business day immediately preceding the date on which the Change in Control is consummated (the “Short Year”).

(b) Awards payable hereunder shall be determined as of the last day of the Short Year, unless otherwise determined by the Committee.

(c) The Committee may reasonably adjust any Performance Measure or other criteria to the extent necessary or appropriate to determine Awards payable in respect of such Short Year.

(d) Participants employed in good standing of the last day of the Short Year who are not otherwise disqualified under Section 4.2(f) shall be eligible for payment of an Award, unless otherwise determined by the Committee.

(e) Any Award payable in respect of the Short Year shall be paid as soon as practicable after the end of such Short Year, but in no event later than sixtieth (60th) day following the Change in Control.

5.5 Overpayment. If any overpayment is made under the Plan, the recipient of such the overpayment shall promptly, upon notice by the Committee, return the amount of such overpayment to the Renasant Group. Alternatively, the Renasant Group shall have the right to offset the amount of the overpayment against other amounts payable to or on account of the recipient who received the overpayment, to the maximum extent permitted by law. The foregoing remedy is not intended to be exclusive.

Section 6 - Administration:

6.1 Powers. In addition to the power and authority provided elsewhere in this Plan, the Committee shall have the final discretionary power and authority to:

(a) determine Eligible Employee status and select Eligible Employees to be Participants;

(b) establish Performance Measures or other criteria for Awards, and determine the attainment of such Performance Measures and attainment of such other criteria;

(c) establish Threshold, Target, and Superior Levels of performance attainment and corresponding Award payment amounts and establish Award payment amounts based on criteria other than attainment of Performance Measures;

(d) make a final determination of the amount of payment under an Award, including any adjustments pursuant to Section 4.3;

(e) prescribe terms and conditions of Awards;

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(f) construe and interpret the provisions of the Plan and any related documents;

(g) establish and adopt such rules, regulations, and procedures as may be necessary or advisable in connection with the administration of the Plan, and interpret, amend, or revoke such rules, regulations, and procedures;

(h) determine all facts necessary to administer the Plan and any Awards, including but not limited to whether, to what extent, and under what circumstances a Participant is disqualified to receive an Award payment;

(i) reconcile any inconsistency, correct any defect, and/or supply any omission in the Plan, an Award, or any instrument or agreement relating to the Plan or an Award;

(j) make and approve corrections in the documentation or administration of any Award;

(k) determine the rights of Participants in the event of death, Disability, Retirement, separation from service, and similar events; and

(l) make any other determination which it believes necessary or advisable for the proper administration of the Plan and Awards.

6.2 Consultation and Delegation. With respect to matters of the Plan, the Committee may consult with the Company’s Chief Executive Officer or such Senior Officers as the Chief Executive Officer designates. The Committee may delegate to the Chief Executive Officer of the Company or such Senior Officers as the Chief Executive Officer designates, the authority to determine eligibility for, and to approve and make determinations with respect to, Awards; provided that no delegee shall be authorized to approve or make determinations with respect to such individual’s own Award; provided further that the Committee shall not delegate the approval or determination of any Award (including the determination of the Performance Measures or other criteria applicable to such Award and the amount payable in respect of such Award) for an officer with the status of Senior Executive Vice President or above other than to the Board. If the Committee has delegated authority to the Chief Executive Officer of the Company or such Senior Officers as the Chief Executive Officer designates to take action pursuant to this Section 6.2, references in the Plan to the “Committee” shall, solely to the extent necessary to fully effectuate such delegation of authority by the Committee, be deemed to refer to the Chief Executive Officer or such Senior Officers as the Chief Executive Officer designates.

6.3 Determinations Binding. Decisions, determinations, designations, interpretations, and actions of the Committee or its delegee(s) concerning matters related to the Plan or any Award shall be final, binding, and conclusive on the Renasant Group and its employees, officers, directors, and agents and Participants and their estates, beneficiaries, heirs, and agents, and each of the foregoing’s successors and assigns. Any such decisions, determinations, designations, interpretations, and actions will be given the maximum deference permitted by law and shall not be subject to de novo review if challenged. The Committee or its delegee(s) may make decisions, determinations, designations, and apply interpretations on a case-by-case basis.

Page 7 of 10

Section 7 - General Provisions:

7.1 No Continued Employment. Neither the Plan nor the receipt of any Award or payment hereunder (a) confers upon any individual the right to continue in the employ of the Renasant Group for any period of time or any right to continue at his or her present rate, or any other rate, of compensation or job classification or the right to participate in this Plan, or (b) interferes with the right of the Renasant Group to terminate an individual’s employment at any time.

7.2 Non-transferability. No Award, or the expectation to receive an Award or payment, shall be subject to transfer, pledge, assignment, hypothecation, alienation, or otherwise encumbered or disposed of by a Participant hereunder, whether by operation of law or otherwise, and whether voluntarily or involuntarily (except in the event of a Participant’s death to the extent provided in Section 5.3). Neither the Committee nor the Company shall be required to recognize any attempted assignment of such rights by any Participant or his or her heirs, beneficiaries, or estate.

7.3 Taxes. The Renasant Group shall have the right to withhold from any Award payment hereunder any taxes it determines are required to by law to be withheld or that are authorized by the Participant.

7.4 Other Benefits. The value of any Award shall not be treated as compensation for purposes of computing the value or amount of any other Renasant Group benefit unless otherwise provided in the separate plan or policy providing for the establishment and administration of such benefit.

7.5 Source of Awards. Awards shall be paid from the general assets of the Renasant Group. The status of any Participant with respect to an Award hereunder shall be that of a general unsecured creditor, and no Participant shall have any right, title, or interest in or to any asset of the Renasant Group. Nothing contained in this Agreement shall be deemed or be construed to create a trust of any kind or other fiduciary relationship between the Renasant Group and any Participant or any other person.

7.6 Successors and Assigns. Any rights, benefits and obligations of the Renasant Group hereunder shall be binding upon and inure to the benefit of its successors and assigns. The rights, benefits and obligation of a Participant shall inure to the benefit of and be binding upon each Participant, including his or her heirs, estate, legatees and legal representative.

7.7 Recovery Policy. Any Award paid hereunder is expressly made subject to the terms of any compensation recovery, recoupment, clawback, or forfeiture agreement or policy or policies maintained by the Renasant Group, as may be in effect from time to time and with respect to which a Participant is a party or is bound, including, to the extent applicable, the Company’s Clawback Policy.

7.8 Governing Law. The Plan and any Award agreements hereunder shall be construed and interpreted in accordance with the internal laws of the State of Mississippi, without regard to the conflicts-of-law provisions thereof. Any action, suit, or other proceeding arising out of or based upon this Plan or any Award hereunder may only be instituted in the Federal and state courts in the State of Mississippi, and a Participant’s acceptance of an Award shall be deemed such Participant’s irrevocable submission to the exclusive jurisdiction of such courts in any such action, suit, or other proceeding and irrevocable and unconditional waiver of any objection to the laying of venue of any action, suit, or other proceeding in such courts.

Page 8 of 10

7.9 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision, and the Plan shall be construed and enforced as though any such invalid or unenforceable provision had not been included.

7.10 Construction. The headings and captions used herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. The word “include” shall mean to include, but not to be limited to.

7.11 Amendment and Termination. Except as provided herein, the Company has no obligation to maintain this Plan for any particular length of time, and the Board may amend or terminate this Plan in its discretion; provided that no amendment or termination shall materially and adversely affect payment of an Award that has been approved and is that is otherwise payable as of the earlier of the time such amendment or termination is adopted or effective. For avoidance of doubt, a change in Performance Measures, a change in Threshold, Target or Superior Levels of performance, a change in other Award criteria, or a change in Award amounts from one Performance Year to another shall not be deemed to constitute an amendment to the Plan.

7.12 Code Section 409A.

(a) It is intended that any payments contemplated under the Plan be exempt from or comply with Section 409A of the Code (“Section 409A”) and all provisions of this Plan shall be construed and administered in a manner consistent with such intent and the requirements for avoiding taxes or penalties under Section 409A; provided, that nothing in this Plan will be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from any Participant to the Renasant Group or any other individual or entity. If the Company determines that any payments under the Plan are subject to Section 409A and that the Plan fails to comply with the requirements of Section 409A, the Board may, at the Board’s sole discretion and notwithstanding anything to the contrary in Section 7.11, and without the employee’s or beneficiary’s(ies’) consent, amend the Plan to cause it to comply with or be exempt from Section 409A.

(b) To the extent necessary to avoid adverse tax consequences under Section 409A, a “Change in Control” will occur only when there is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as determined under Section 409A.

Page 9 of 10

(c) Any payments made under this Plan that satisfy the requirements to be a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4) shall, to the maximum extent possible, not be treated as deferred compensation subject to Section 409A. To the extent payments under the Plan are deferred compensation subject to Section 409A, then, except as otherwise provided in Section 5.4, payment will be made in the calendar year following the Performance Year unless, to the extent permitted by Section 409A, the Committee determines a different payment timing.

(d) To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Plan, references to a “termination,” “termination of employment,” “separation of service,” or like terms shall mean separation from service. If, upon separation from service, a Participant is a “specified employee” within the meaning of Section 409A, any payment to such Participant that is subject to Section 409A and would otherwise be paid within six months after the Participant’s separation from service will instead be paid in the seventh month following the Participant’s separation from service (to the extent required by Section 409A(a)(2)(B)(i) of the Code).

THIS PERFORMANCE BASED REWARDS PLAN was adopted by the Board of Directors of Renasant Corporation on April 23, 2024, to be effective as provided herein.

Page 10 of 10

Exhibit A

Performance Measures

The following is an illustrative, non-exhaustive list of metrics that the Committee may designate as Performance Measures:

•Earnings per share, whether or not calculated on a fully diluted basis;

•Earnings before interest, taxes, or other adjustments, including adjustments for extraordinary or non-recurring items;

•Return on equity, return on investment, return on invested capital, or return on assets, whether calculated in accordance with GAAP or excluding intangibles and/or extraordinary or non-recurring items and/or calculated on a pre-provision net revenue basis;

•Net profit margin or increase in income, whether net income, net interest income, or otherwise;

•Growth in income or revenue, whether net or gross, or growth in market share;

•Net charge-offs, the ratio of nonperforming assets to total assets, the allowance for credit losses as a percentage of nonperforming loans or other metrics relating to credit quality;

•The ratio of net charge-offs to average loans, the ratio of loans 30-89 days past due to average loans, and the ratio of nonperforming loans to average loans;

•The ratio of noninterest expense to average assets or efficiency ratio;

•Growth in loans or deposits or change in capital ratios;

•Any permutation or ratio combining one or more of the foregoing metrics; and

•Employee satisfaction.

The inclusion of a metric on the list above does not obligate the Committee to designate such metric as a Performance Measure, nor does the exclusion of a metric prohibit the Committee from designating such metric as a Performance Measure.

Exhibit A

EX-10.2 3 exhibit102-ltipamendment.htm EX-10.2 Document

Exhibit 10(ii)

RENASANT CORPORATION

2020 LONG-TERM INCENTIVE COMPENSATION PLAN

AMENDMENT NO. 1

(Issuance of Additional Shares)

Whereas, Renasant Corporation, a corporation organized and existing under the laws of the State of Mississippi with its principal place of business in Tupelo, Mississippi (the “Company”), sponsors and maintains the Renasant Corporation 2020 Long-Term Incentive Compensation Plan, which plan provides for the grant or award of incentives related to shares of the Company’s common stock, $5.00 par value per share (“Common Stock;” the “Plan”);

Whereas, the Board of Directors of the Company has authorized the amendment of the Plan for the purpose of increasing the number of shares of Common Stock reserved for issuance thereunder;

Now, Therefore, the Plan shall be deemed amended as follows:

1.Section 3.3 of the Plan shall be amended and restated in its entirety to read as follows:

“3.3 Number and Type of Shares. Subject to adjustment as provided herein, the number of shares of Common Stock that shall be available for grant, award or issuance under the Plan shall not exceed an aggregate of 915,000 shares, consisting of 1,627,712 shares previously authorized upon the Plan’s initial adoption, 172,288 shares previously reserved for issuance under the 2011 Plan, but not granted, awarded or issued as of the Effective Date, and 915,000 additional shares authorized by the Board on January 19, 2016; provided that the grant, award, issuance or other use of such additional shares shall be contingent upon the prior approval of the Company’s shareholders, as provided in Section 13.4 hereof. Common Stock issued in connection with the grant or award of an Incentive may be authorized and unissued shares, issued shares held as treasury shares or shares acquired on the open market or through private purchase.”

2.Except as specifically provided herein, the Plan shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects.

This Amendment No. 1 was adopted by the Board of Directors of Renasant Corporation on February 26, 2024, to be effective upon its approval by the shareholders of the Company.

Renasant Corporation

By: /s/ C. Mitchell Waycaster

Name: C. Mitchell Waycaster

Title: Chief Executive Officer

Date: February 26, 2024

EX-31.1 4 rnst3312024ex311.htm EX-31.1 Document

Exhibit 31(i)

CERTIFICATIONS

I, C. Mitchell Waycaster, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of Renasant Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	May 8, 2024	/s/ C. Mitchell Waycaster
		C. Mitchell Waycaster
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 5 rnst3312024ex312.htm EX-31.2 Document

Exhibit 31(ii)

CERTIFICATIONS

I, James C. Mabry IV, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of Renasant Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	May 8, 2024	/s/ James C. Mabry IV
		James C. Mabry IV
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1 6 rnst3312024ex321.htm EX-32.1 Document

Exhibit 32(i)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Renasant Corporation (the “Company”) for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Mitchell Waycaster, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	May 8, 2024	/s/ C. Mitchell Waycaster
		C. Mitchell Waycaster
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2 7 rnst3312024ex322.htm EX-32.2 Document

Exhibit 32(ii)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Renasant Corporation (the “Company”) for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James C. Mabry IV, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	May 8, 2024	/s/ James C. Mabry IV
		James C. Mabry IV
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)