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Renasant RNST Form 8-K filing Earnings

Filed
Jul 28, 2026, 4:37 PM EDT
Accession
0000715072-26-000067
For Media: · John S. Oxford · Senior Vice PresidentChief Marketing OfficerFor Financials: · James C. Mabry IV · Executive Vice PresidentChief Financial Officer
(662) 680-1219(662) 680-1281

RENASANT CORPORATION ANNOUNCES

EARNINGS FOR THE SECOND QUARTER OF 2026

TUPELO, MISSISSIPPI (July 28, 2026) - Renasant Corporation (NYSE: RNST) (the “Company”) today announced earnings results for the second quarter of 2026.

(Dollars in thousands, except earnings per share)Three Months EndedJun 30, 2026Three Months EndedMar 31, 2026Three Months EndedJun 30, 2025Six Months EndedJun 30, 2026Six Months EndedJun 30, 2025
Net income and Earnings per share:
Net income$87,091$88,228$1,018$175,319$42,536
Merger and conversion related expenses (net of tax)(15,935)(16,527)
Day 1 acquisition provision (net of tax)(50,026)(50,026)
Basic EPS0.950.940.011.890.54
Diluted EPS0.940.940.011.880.53
Adjusted diluted EPS (non-GAAP)(1)0.940.930.691.881.36
Impact to diluted EPS from merger and conversion related expenses (net of tax)(0.17)(0.21)
Impact to diluted EPS from Day 1 acquisition provision (net of tax)(0.53)(0.63)

“Second quarter results were strong, and together with the first quarter, we have six months of financial performance that is well ahead of last year’s levels. We believe our team is operating at a high level and has positioned us to continue producing strong profitability as we pursue opportunities for added growth throughout our footprint,” remarked Kevin D. Chapman, President and Chief Executive Officer of the Company.

Quarterly Highlights

Earnings

  • Net income for the second quarter of 2026 was $87.1 million; both diluted EPS and adjusted diluted EPS (non-GAAP)(1) were $0.94
  • Net interest income, on a fully tax equivalent basis, for the second quarter of 2026 was $227.7 million, down $0.8 million linked quarter
  • Net interest margin, on fully tax equivalent basis, for the second quarter of 2026 was 3.83%, down 4 basis points linked quarter. Adjusted net interest margin (non-GAAP)(1) was flat at 3.61%
  • Cost of total deposits was 1.96% for the second quarter of 2026, up 2 basis points linked quarter
  • Noninterest income increased $0.9 million linked quarter
  • Mortgage banking income decreased $0.3 million linked quarter. The mortgage division generated $611.6 million in interest rate lock volume in the second quarter of 2026, up $69.3 million linked quarter. Gain on sale margin was 1.57% for the second quarter of 2026, down 28 basis points linked quarter
  • Noninterest expense increased $6.2 million linked quarter, driven primarily by deferred compensation accruals tied to market valuations, higher health insurance claims and annual merit increases

Balance Sheet

  • Loans increased $220.9 million linked quarter, representing a 4.7% annualized net loan increase. Included in this increase is a $58.3 million loan portfolio that Renasant Bank’s subsidiary, Republic Business Credit, acquired during the quarter
  • Securities increased $9.3 million linked quarter. The Company purchased $162.4 million in securities during the second quarter, which was offset by a negative fair market value adjustment in the Company’s available-for-sale portfolio of $9.2 million and cash flows related to principal payments, calls and maturities of $146.5 million
  • Deposits at June 30, 2026 decreased $398.4 million linked quarter. Seasonal outflows in public fund deposits accounted for $367.7 million of the decrease. Noninterest bearing deposits decreased $145.4 million linked quarter and represented 23.2% of total deposits at June 30, 2026 as compared to 23.5% at March 31, 2026

Capital and Stock Repurchase Program

  • Book value per share and tangible book value per share (non-GAAP)(1) increased 1.7% and 1.4%, respectively, linked quarter
  • Effective April 28, 2026, the Company’s quarterly cash dividend was increased to $0.24 per share
  • The Company has a $250.0 million stock repurchase program under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately negotiated transactions. The program will remain in effect until the earlier of October 2026 or the repurchase of the entire amount authorized under the plan. During the second quarter of 2026, the Company repurchased $60.0 million of common stock at a weighted average price of $39.54. As of June 30, 2026, $101.8 million in repurchase authorization remained available under the program
  • On May 7, 2026, the Company completed a subordinated debt offering, issuing $300.0 million aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036

Credit Quality

  • The Company recorded a provision for credit losses on loans and unfunded commitments of $1.2 million and $2.6 million, respectively, for the second quarter of 2026, representing a decrease of $3.1 million and $1.2 million, respectively, linked quarter
  • The ratio of the allowance for credit losses on loans to total loans was 1.54% at June 30, 2026, down 2 basis points linked quarter
  • The coverage ratio, or the allowance for credit losses on loans to nonperforming loans, was 158.73% at June 30, 2026, compared to 147.71% at March 31, 2026
  • Net loan charge-offs for the second quarter of 2026 were $2.8 million, or 0.06% annualized
  • Nonperforming loans to total loans decreased to 0.97% at June 30, 2026 compared to 1.06% at March 31, 2026 , and criticized loans (which include classified and Special Mention loans) to total loans decreased to 2.66% at June 30, 2026, compared to 2.77% at March 31, 2026

(1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

Income Statement

(Dollars in thousands, except per share data)Three Months EndedJun 30, 2026Three Months EndedMar 31, 2026Three Months EndedDec 31, 2025Three Months EndedSep 30, 2025Three Months EndedJun 30, 2025Six Months EndedJun 30, 2026Six Months EndedJun 30, 2025
Interest income
Loans held for investment$296,346$295,397$305,604$308,110$301,794$591,743$498,360
Loans held for sale3,3292,8763,6174,6754,6396,2057,647
Securities35,66032,26630,23230,21728,40867,92640,525
Other5,1057,5817,4808,0969,05712,68617,696
Total interest income340,440338,120346,933351,098343,898678,560564,228
Interest expense
Deposits106,398103,860105,673115,573111,921210,258191,307
Borrowings11,28810,70113,86712,00513,11821,98919,865
Total interest expense117,686114,561119,540127,578125,039232,247211,172
Net interest income222,754223,559227,393223,520218,859446,313353,056
Provision for credit losses
Provision for loan losses1,1664,2245,4739,65075,4005,39077,450
Provision for unfunded commitments2,6333,8565,4628005,9226,4898,622
Total provision for credit losses3,7998,08010,93510,45081,32211,87986,072
Net interest income after provision for credit losses218,955215,479216,458213,070137,537434,434266,984
Noninterest income51,19050,27251,12546,02648,334101,46284,729
Noninterest expense161,501155,328170,750183,830183,204316,829297,080
Income before income taxes108,644110,42396,83375,2662,667219,06754,633
Income taxes21,55322,19517,88515,4781,64943,74812,097
Net income$87,091$88,228$78,948$59,788$1,018$175,319$42,536
Adjusted net income (non-GAAP)(1)$87,091$88,071$86,879$72,917$65,877$175,162$107,987
Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)(1)$112,443$118,294$118,335$103,210$103,001$230,737$160,508
Basic earnings per share$0.95$0.94$0.84$0.63$0.01$1.89$0.54
Diluted earnings per share0.940.940.830.630.011.880.53
Adjusted diluted earnings per share (non-GAAP)(1)0.940.930.910.770.691.881.36
Average basic shares outstanding91,650,41593,693,61594,469,54494,623,55194,580,92792,666,37079,209,073
Average diluted shares outstanding92,220,28294,228,34395,172,38095,284,60395,136,16093,219,35079,671,775
Cash dividends per common share$0.24$0.23$0.23$0.22$0.22$0.47$0.44

(1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

Performance Ratios

Line itemThree Months EndedJun 30, 2026Three Months EndedMar 31, 2026Three Months EndedDec 31, 2025Three Months EndedSep 30, 2025Three Months EndedJun 30, 2025Six Months EndedJun 30, 2026Six Months EndedJun 30, 2025
Return on average assets1.30%1.33%1.17%0.90%0.02%1.32%0.39%
Adjusted return on average assets (non-GAAP)(1)1.301.331.291.091.011.320.98
Return on average tangible assets (non-GAAP)(1)1.481.511.351.060.131.500.48
Adjusted return on average tangible assets (non-GAAP)(1)1.481.511.471.271.181.501.12
Return on average equity9.079.208.146.250.119.142.66
Adjusted return on average equity (non-GAAP)(1)9.079.198.957.627.069.136.76
Return on average tangible equity (non-GAAP)(1)16.2516.3614.8011.871.4316.305.24
Adjusted return on average tangible equity (non-GAAP)(1)16.2516.3316.1814.2213.5016.2912.10
Efficiency ratio (fully taxable equivalent)57.9255.7360.2367.0567.5956.8366.78
Adjusted efficiency ratio (non-GAAP)(1)54.9252.8253.5257.5157.0753.8759.95
Dividend payout ratio25.2624.4727.3834.922200.0024.8781.48

Capital and Balance Sheet Ratios

View SEC source
Line itemAs ofJun 30, 2026As ofMar 31, 2026As ofDec 31, 2025As ofSep 30, 2025As ofJun 30, 2025
Shares outstanding91,403,23092,881,32994,636,20795,020,88195,019,311
Market value per share$42.54$36.13$35.22$36.89$35.93
Book value per share42.3541.6341.0540.2639.77
Tangible book value per share (non-GAAP)(1)25.3425.0024.6523.7723.10
Shareholders’ equity to assets14.34%14.27%14.52%14.31%14.19%
Tangible common equity ratio (non-GAAP)(1)9.109.089.268.988.77
Leverage ratio(2)9.559.549.619.469.36
Common equity tier 1 capital ratio(2)11.0611.2211.2411.0411.08
Tier 1 risk-based capital ratio(2)11.0611.2211.2411.0411.08
Total risk-based capital ratio(2)15.9414.7714.7814.8814.97

(1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

(2) Preliminary

Noninterest Income and Noninterest Expense

(Dollars in thousands)Three Months EndedJun 30, 2026Three Months EndedMar 31, 2026Three Months EndedDec 31, 2025Three Months EndedSep 30, 2025Three Months EndedJun 30, 2025Six Months EndedJun 30, 2026Six Months EndedJun 30, 2025
Noninterest income
Service charges on deposit accounts$14,516$14,740$14,535$13,416$13,618$29,256$23,982
Fees and commissions5,4714,6545,1924,1676,65010,12510,437
Wealth management revenue9,0738,6788,5728,2177,34517,75114,412
Mortgage banking income9,1789,4358,9249,01711,26318,61319,410
BOLI income4,6083,6893,6974,2353,3838,2976,312
Other8,3449,07610,2056,9746,07517,42010,176
Total noninterest income$51,190$50,272$51,125$46,026$48,334$101,462$84,729
Noninterest expense
Salaries and employee benefits$96,228$91,749$98,082$98,982$99,542$187,977$171,499
Data processing5,0375,2215,6365,5415,43810,2589,527
Net occupancy and equipment18,01818,03116,12318,41517,35936,04929,113
Other real estate owned4531,3994813281571,852842
Professional fees4,5184,4024,3273,4354,2238,9207,107
Advertising and public relations4,6774,5994,3145,2544,4909,2768,787
Intangible amortization8,3708,2208,4658,6748,88416,5909,964
Communications3,5664,0094,4933,9553,1847,5755,217
Merger and conversion related expenses10,56717,49420,47921,270
Other20,63417,69818,26221,75219,44838,33233,754
Total noninterest expense$161,501$155,328$170,750$183,830$183,204$316,829$297,080

Mortgage Banking Income

(Dollars in thousands)Three Months EndedJun 30, 2026Three Months EndedMar 31, 2026Three Months EndedDec 31, 2025Three Months EndedSep 30, 2025Three Months EndedJun 30, 2025Six Months EndedJun 30, 2026Six Months EndedJun 30, 2025
Gain on sales of loans, net(1)$4,760$5,305$5,243$5,270$5,316$10,065$9,816
Fees, net3,4702,8422,9703,0503,7406,3126,057
Mortgage servicing income, net9481,2887116972,2072,2363,537
Total mortgage banking income$9,178$9,435$8,924$9,017$11,263$18,613$19,410

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

Balance Sheet

View SEC source
(Dollars in thousands)As ofJun 30, 2026As ofMar 31, 2026As ofDec 31, 2025As ofSep 30, 2025As ofJun 30, 2025
Assets
Cash and cash equivalents$881,203$1,216,980$1,070,718$1,083,785$1,378,612
Securities held to maturity, at amortized cost983,0321,006,5111,030,0731,051,8841,076,817
Securities available for sale, at fair value2,842,4242,809,6472,560,8182,512,6502,471,487
Loans held for sale, at fair value241,588230,980265,959286,779356,791
Loans held for investment19,196,17218,975,24819,047,03919,025,52118,563,447
Allowance for credit losses on loans(296,008)(295,862)(293,955)(297,591)(290,770)
Loans, net18,900,16418,679,38618,753,08418,727,93018,272,677
Premises and equipment, net464,020463,723465,141471,213465,100
Other real estate owned15,57112,95415,19110,57811,750
Goodwill1,417,5381,406,6671,405,8401,411,7111,419,782
Other intangibles138,022138,392146,612155,077163,751
Bank-owned life insurance495,235494,874492,541488,920486,613
Mortgage servicing rights65,81664,85065,27165,46664,539
Other assets560,386582,310480,178460,172457,056
Total assets$27,004,999$27,107,274$26,751,426$26,726,165$26,624,975
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest-bearing$5,038,070$5,183,426$5,043,960$5,238,431$5,356,153
Interest-bearing16,662,98216,916,05816,429,11016,186,12416,226,484
Total deposits21,701,05222,099,48421,473,07021,424,55521,582,637
Short-term borrowings315,225305,863555,774606,063405,349
Long-term debt796,469500,342499,756558,878556,976
Other liabilities320,875334,667337,921310,891301,159
Total liabilities$23,133,621$23,240,356$22,866,521$22,900,387$22,846,121
Shareholders’ equity:
Common stock488,612488,612488,612488,612488,612
Treasury stock(232,402)(173,835)(103,494)(90,297)(90,248)
Additional paid-in capital2,390,8392,388,6492,392,9972,389,0332,393,566
Retained earnings1,327,9971,263,1161,196,5221,139,6001,100,965
Accumulated other comprehensive loss(103,668)(99,624)(89,732)(101,170)(114,041)
Total shareholders’ equity3,871,3783,866,9183,884,9053,825,7783,778,854
Total liabilities and shareholders’ equity$27,004,999$27,107,274$26,751,426$26,726,165$26,624,975

Net Interest Income and Net Interest Margin

View SEC source
(Dollars in thousands)Three Months Ended · June 30, 2026Average BalanceThree Months Ended · June 30, 2026Interest Income/Expense(1)Three Months Ended · June 30, 2026Yield/ Rate(1)Three Months Ended · March 31, 2026Average BalanceThree Months Ended · March 31, 2026Interest Income/Expense(1)Three Months Ended · March 31, 2026Yield/ Rate(1)Three Months Ended · June 30, 2025Average BalanceThree Months Ended · June 30, 2025Interest Income/Expense(1)Three Months Ended · June 30, 2025Yield/ Rate(1)
Interest-earning assets:
Loans held for investment$19,060,083$300,1126.31%$19,035,115$299,1256.37%$18,448,000$304,8346.63%
Loans held for sale223,4893,3295.96%211,5072,8765.44%287,8554,6396.45%
Taxable securities3,472,42229,6913.42%3,380,88028,8613.41%3,106,56524,9173.21%
Tax-exempt securities445,2497,1066.38%432,7894,5424.20%462,7324,3093.72%
Total securities3,917,67136,7973.76%3,813,66933,4033.50%3,569,29729,2263.28%
Interest-bearing balances with banks600,0755,1053.41%823,7067,5813.73%901,8039,0574.03%
Total interest-earning assets23,801,318345,3435.82%23,883,997342,9855.81%23,206,955347,7566.01%
Cash and due from banks264,246290,611357,338
Intangible assets1,546,9241,548,2441,589,490
Other assets1,187,8051,132,5081,029,082
Total assets$26,800,293$26,855,360$26,182,865
Interest-bearing liabilities:
Interest-bearing demand(2)$11,647,640$72,2612.49%$11,741,333$72,0252.49%$11,191,443$76,5422.74%
Savings deposits1,307,3149440.29%1,289,3278760.28%1,322,0071,0320.31%
Time deposits3,760,19233,1933.54%3,583,94630,9593.50%3,404,48234,3474.05%
Total interest-bearing deposits16,715,146106,3982.55%16,614,606103,8602.54%15,917,932111,9212.82%
Borrowed funds891,08111,2885.07%973,11410,7014.44%1,036,04513,1185.07%
Total interest-bearing liabilities17,606,227117,6862.68%17,587,720114,5612.64%16,953,977125,0392.96%
Noninterest-bearing deposits5,038,8795,088,8175,233,976
Other liabilities303,586290,242249,861
Shareholders’ equity3,851,6013,888,5813,745,051
Total liabilities and shareholders’ equity$26,800,293$26,855,360$26,182,865
Net interest income/ net interest margin (FTE)$227,6573.83%$228,4243.87%$222,7173.85%
Cost of funding2.08%2.05%2.26%
Cost of total deposits1.96%1.94%2.12%

(1) 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%.

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

Net Interest Income and Net Interest Margin, continued

View SEC source
(Dollars in thousands)Six Months Ended · June 30, 2026Average BalanceSix Months Ended · June 30, 2026Interest Income/Expense(1)Six Months Ended · June 30, 2026Yield/ Rate(1)Six Months Ended · June 30, 2025Average BalanceSix Months Ended · June 30, 2025Interest Income/Expense(1)Six Months Ended · June 30, 2025Yield/ Rate(1)
Interest-earning assets:
Loans held for investment$19,047,668$599,2376.34%$15,722,576$504,3386.47%
Loans held for sale217,5316,2055.71%244,6267,6476.25%
Taxable securities3,426,90458,5523.42%2,498,42835,8882.87%
Tax-exempt securities439,05311,6485.31%361,8275,7523.18%
Total securities3,865,95770,2003.63%2,860,25541,6402.91%
Interest-bearing balances with banks711,27312,6863.60%863,48617,6964.13%
Total interest-earning assets23,842,429688,3285.81%19,690,943571,3215.84%
Cash and due from banks277,356270,088
Intangible assets1,547,5811,297,622
Other assets1,160,309850,231
Total assets$26,827,675$22,108,884
Interest-bearing liabilities:
Interest-bearing demand(2)$11,694,228$144,2862.49%$9,522,800$131,2522.78%
Savings deposits1,298,3701,8200.28%1,069,1341,7430.33%
Time deposits3,672,55564,1523.52%2,941,92058,3123.99%
Total interest-bearing deposits16,665,153210,2582.54%13,533,854191,3072.85%
Borrowed funds931,87121,9894.74%797,71419,8655.00%
Total interest-bearing liabilities17,597,024232,2472.66%14,331,568211,1722.97%
Noninterest-bearing deposits5,063,7104,326,445
Other liabilities296,952229,098
Shareholders’ equity3,869,9893,221,773
Total liabilities and shareholders’ equity$26,827,675$22,108,884
Net interest income/ net interest margin (FTE)$456,0813.85%$360,1493.68%
Cost of funding2.07%2.28%
Cost of total deposits1.95%2.16%

(1) 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%.

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

Loan Portfolio

(Dollars in thousands)As ofJun 30, 2026As ofMar 31, 2026As ofDec 31, 2025As ofSep 30, 2025As ofJun 30, 2025
Loan Portfolio:
Real estate - 1-4 family mortgage$4,568,039$4,584,118$4,635,033$4,642,657$4,648,443
Construction and Land Development2,009,6641,898,6291,905,6361,990,6571,795,197
Commercial Real Estate - Non-Owner Occupied6,123,5006,135,5436,245,4806,120,6775,953,135
Commercial Real Estate - Owner Occupied3,332,7283,357,9653,334,6643,321,1863,288,005
Commercial and Industrial3,063,0692,895,4772,818,3262,834,6692,756,491
Consumer99,172103,516107,900115,675122,176
Total loans$19,196,172$18,975,248$19,047,039$19,025,521$18,563,447

Credit Quality and Allowance for Credit Losses on Loans

(Dollars in thousands)As ofJun 30, 2026As ofMar 31, 2026As ofDec 31, 2025As ofSep 30, 2025As ofJun 30, 2025
Nonperforming Assets:
Nonaccruing loans$186,432$197,515$175,730$170,756$137,999
Loans 90 days or more past due512,7792887923,860
Total nonperforming loans186,483200,294176,018171,548141,859
Other real estate owned15,57112,95415,19110,57811,750
Total nonperforming assets$202,054$213,248$191,209$182,126$153,609
Criticized Loans
Classified loans$336,816$349,068$359,235$392,721$333,626
Special Mention loans173,401176,345201,428219,792159,931
Criticized loans$510,217$525,413$560,663$612,513$493,557
Allowance for credit losses on loans$296,008$295,862$293,955$297,591$290,770
Net loan charge-offs$2,770$2,317$9,109$4,339$12,054
Annualized net loan charge-offs / average loans0.06%0.05%0.19%0.09%0.26%
Nonperforming loans / total loans0.971.060.920.900.76
Nonperforming assets / total assets0.750.790.710.680.58
Allowance for credit losses on loans / total loans1.541.561.541.561.57
Allowance for credit losses on loans / nonperforming loans158.73147.71167.00173.47204.97
Criticized loans / total loans2.662.772.943.222.66

CONFERENCE CALL INFORMATION:

A live audio webcast of a conference call with analysts will be available beginning at 10:00 AM Eastern Time (9:00 AM Central Time) on Wednesday, July 29, 2026.

The webcast is accessible through Renasant’s investor relations website at www.renasant.com or https://event.choruscall.com/mediaframe/webcast.html?webcastid=ATOn3Pcb. To access the conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant Corporation 2026 Second Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call.

The webcast will be archived on www.renasant.com after the call and will remain accessible for one year. A replay can be accessed via telephone by dialing 1-855-669-9658 in the United States and entering conference number 8054019 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until August 12, 2026.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank, a 122-year-old financial services institution. Renasant has assets of approximately $27.0 billion and operates 279 banking, lending, mortgage and wealth management offices throughout the Southeast and also offers factoring and asset-based lending on a nationwide basis.

NON-GAAP FINANCIAL MEASURES:

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this press release and the presentation slides furnished to the SEC on the same Form 8-K as this release contain non-GAAP financial measures, namely, (i) adjusted loan yield, (ii) adjusted net interest income and margin, (iii) pre-provision net revenue (including on an as-adjusted basis), (iv) adjusted net revenue and net income, (v) adjusted diluted earnings per share, (vi) tangible book value per share, (vii) the tangible common equity ratio, (viii) the adjusted return on average assets and on average equity and certain other performance ratios (namely, the ratio of pre-provision net revenue to average assets and the return on average tangible assets and on average tangible common equity (including each of the foregoing on an as-adjusted basis)), (ix) adjusted noninterest expense, and (x) the adjusted efficiency ratio.

These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges, with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables below.

None of the non-GAAP financial information that the Company has included in this release or the accompanying presentation slides are intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Investors should note that, because there are no standardized definitions for the calculations as well as the results, the Company’s calculations may not be comparable to similarly titled measures presented by other companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

Non-GAAP Reconciliations

(Dollars in thousands, except per share data)Three Months EndedJun 30, 2026Three Months EndedMar 31, 2026Three Months EndedDec 31, 2025Three Months EndedSep 30, 2025Three Months EndedJun 30, 2025Six Months EndedJun 30, 2026Six Months EndedJun 30, 2025
Adjusted Pre-Provision Net Revenue (“PPNR”)
Net income (GAAP)$87,091$88,228$78,948$59,788$1,018$175,319$42,536
Income taxes21,55322,19517,88515,4781,64943,74812,097
Provision for credit losses (including unfunded commitments)3,7998,08010,93510,45081,32211,87986,072
Pre-provision net revenue (non-GAAP)$112,443$118,503$107,768$85,716$83,989$230,946$140,705
Merger and conversion related expenses10,56717,49420,47921,270
Gain on sales of MSR(209)(1,467)(209)(1,467)
Adjusted pre-provision net revenue (non-GAAP)$112,443$118,294$118,335$103,210$103,001$230,737$160,508
Adjusted Net Income and Adjusted Tangible Net Income
Net income (GAAP)$87,091$88,228$78,948$59,788$1,018$175,319$42,536
Amortization of intangibles8,3708,2208,4658,6748,88416,5909,964
Tax effect of adjustments noted above(1)(2,084)(2,047)(2,112)(2,164)(2,212)(4,131)(2,481)
Tangible net income (non-GAAP)$93,377$94,401$85,301$66,298$7,690$187,778$50,019
Net income (GAAP)$87,091$88,228$78,948$59,788$1,018$175,319$42,536
Merger and conversion related expenses10,56717,49420,47921,270
Day 1 acquisition provision for loan losses62,19062,190
Day 1 acquisition provision for unfunded commitments4,4224,422
Gain on sales of MSR(209)(1,467)(209)(1,467)
Tax effect of adjustments noted above(1)52(2,636)(4,365)(20,765)52(20,964)
Adjusted net income (non-GAAP)$87,091$88,071$86,879$72,917$65,877$175,162$107,987
Amortization of intangibles8,3708,2208,4658,6748,88416,5909,964
Tax effect of adjustments noted above(1)(2,084)(2,047)(2,112)(2,164)(2,212)(4,131)(2,481)
Adjusted tangible net income (non-GAAP)$93,377$94,244$93,232$79,427$72,549$187,621$115,470
Tangible Assets and Tangible Shareholders’ Equity
Average shareholders’ equity (GAAP)$3,851,601$3,888,581$3,849,791$3,794,996$3,745,051$3,869,989$3,221,773
Average intangible assets(1,546,924)(1,548,244)(1,563,189)(1,578,846)(1,589,490)(1,547,581)(1,297,622)
Average tangible shareholders’ equity (non-GAAP)$2,304,677$2,340,337$2,286,602$2,216,150$2,155,561$2,322,408$1,924,151
Average assets (GAAP)$26,800,293$26,855,360$26,693,539$26,456,596$26,182,865$26,827,675$22,108,884
Average intangible assets(1,546,924)(1,548,244)(1,563,189)(1,578,846)(1,589,490)(1,547,581)(1,297,622)
Average tangible assets (non-GAAP)$25,253,369$25,307,116$25,130,350$24,877,750$24,593,375$25,280,094$20,811,262
Shareholders’ equity (GAAP)$3,871,378$3,866,918$3,884,905$3,825,778$3,778,854$3,871,378$3,778,854
Intangible assets(1,555,560)(1,545,059)(1,552,452)(1,566,788)(1,583,533)(1,555,560)(1,583,533)
Tangible shareholders’ equity (non-GAAP)$2,315,818$2,321,859$2,332,453$2,258,990$2,195,321$2,315,818$2,195,321
Total assets (GAAP)$27,004,999$27,107,274$26,751,426$26,726,165$26,624,975$27,004,999$26,624,975
Intangible assets(1,555,560)(1,545,059)(1,552,452)(1,566,788)(1,583,533)(1,555,560)(1,583,533)
Total tangible assets (non-GAAP)$25,449,439$25,562,215$25,198,974$25,159,377$25,041,442$25,449,439$25,041,442
Adjusted Performance Ratios
Return on average assets (GAAP)1.301.331.170.900.021.320.39
Adjusted return on average assets (non-GAAP)1.301.331.291.091.011.320.98
Return on average tangible assets (non-GAAP)1.481.511.351.060.131.500.48
Pre-provision net revenue to average assets (non-GAAP)1.681.791.601.291.291.741.28
Adjusted pre-provision net revenue to average assets (non-GAAP)1.681.791.761.551.581.731.46
Adjusted return on average tangible assets (non-GAAP)1.481.511.471.271.181.501.12
Return on average equity (GAAP)9.079.208.146.250.119.142.66
Adjusted return on average equity (non-GAAP)9.079.198.957.627.069.136.76
Return on average tangible equity (non-GAAP)16.2516.3614.8011.871.4316.305.24
Adjusted return on average tangible equity (non-GAAP)16.2516.3316.1814.2213.5016.2912.10
Adjusted Diluted Earnings Per Share
Average diluted shares outstanding92,220,28294,228,34395,172,38095,284,60395,136,16093,219,35079,671,775
Diluted earnings per share (GAAP)$0.94$0.94$0.83$0.63$0.01$1.88$0.53
Adjusted diluted earnings per share (non-GAAP)$0.94$0.93$0.91$0.77$0.69$1.88$1.36
Tangible Book Value Per Share
Shares outstanding91,403,23092,881,32994,636,20795,020,88195,019,31191,403,23095,019,311
Book value per share (GAAP)$42.35$41.63$41.05$40.26$39.77$42.35$39.77
Tangible book value per share (non-GAAP)$25.34$25.00$24.65$23.77$23.10$25.34$23.10
Tangible Common Equity Ratio
Shareholders’ equity to assets (GAAP)14.3414.2714.5214.3114.1914.3414.19
Tangible common equity ratio (non-GAAP)9.109.089.268.988.779.108.77
Adjusted Efficiency Ratio
Net interest income (FTE) (GAAP)$227,657$228,424$232,361$228,131$222,717$456,081$360,149
Total noninterest income (GAAP)$51,190$50,272$51,125$46,026$48,334$101,462$84,729
Gain on sales of MSR(209)(1,467)(209)(1,467)
Total adjusted noninterest income (non-GAAP)$51,190$50,063$51,125$46,026$46,867$101,253$83,262
Noninterest expense (GAAP)$161,501$155,328$170,750$183,830$183,204$316,829$297,080
Amortization of intangibles(8,370)(8,220)(8,465)(8,674)(8,884)(16,590)(9,964)
Merger and conversion expense(10,567)(17,494)(20,479)(21,270)
Total adjusted noninterest expense (non-GAAP)$153,131$147,108$151,718$157,662$153,841$300,239$265,846
Efficiency ratio (GAAP)57.9255.7360.2367.0567.5956.8366.78
Adjusted efficiency ratio (non-GAAP)54.9252.8253.5257.5157.0753.8759.95
Adjusted Net Interest Income and Adjusted Net Interest MarginAdjusted Net Interest Income and Adjusted Net Interest MarginAdjusted Net Interest Income and Adjusted Net Interest MarginAdjusted Net Interest Income and Adjusted Net Interest MarginAdjusted Net Interest Income and Adjusted Net Interest Margin
Net interest income (FTE) (GAAP)$227,657$228,424$232,361$228,131$222,717$456,081$360,149
Net interest income collected on problem loans(1,166)(210)(2,767)(664)(2,779)(1,376)(3,805)
Accretion recognized on purchased loans(12,327)(15,248)(13,632)(16,862)(17,834)(27,575)(18,392)
Amortization recognized on purchased time deposits2,9954,3964,396
Amortization recognized on purchased long term borrowings3363363358371,0726721,072
Adjustments to net interest income$(13,157)$(15,122)$(16,064)$(13,694)$(15,145)$(28,279)$(16,729)
Adjusted net interest income (FTE) (non-GAAP)$214,500$213,302$216,297$214,437$207,572$427,802$343,420
Net interest margin (FTE) (GAAP)3.833.873.893.853.853.853.68
Adjusted net interest margin (FTE) (non-GAAP)3.613.613.623.623.583.613.51
Adjusted Loan Yield
Loan interest income (FTE) (GAAP)$300,112$299,125$309,667$311,903$304,834$599,237$504,338
Net interest income collected on problem loans(1,166)(210)(2,767)(664)(2,779)(1,376)(3,805)
Accretion recognized on purchased loans(12,327)(15,248)(13,632)(16,862)(17,834)(27,575)(18,392)
Adjusted loan interest income (FTE) (non-GAAP)$286,619$283,667$293,268$294,377$284,221$570,286$482,141
Loan yield (GAAP)6.316.376.456.606.636.346.47
Adjusted loan yield (non-GAAP)6.036.046.116.236.186.046.18

(1) Tax effect is calculated based on the respective legal entity’s appropriate federal and state tax rates (as applicable) for the period, and includes the estimated impact of both current and deferred tax expense.