Renasant Corp 8-K/A, filed Jun 16, 2025

Renasant Corp (RNST)

8-K/A 2025-06-16 For: 2025-04-01

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Added on April 12, 2026

About this 8-K/A

Renasant Corp filed this 8-K/A on June 16, 2025, reporting on events of April 1, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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Mississippi	001-13253	64-0676974
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Exhibit No.						Description
99.1						Unaudited Pro Forma Condensed Combined Financial Statements of Renasant Corporation and The First Bancshares, Inc. as of and for the year ended December 31, 2024
104						The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL.


	RENASANT CORPORATION
Date: June 16, 2025	By:	/s/ Kevin D. Chapman
		Kevin D. Chapman
		President and Chief Executive Officer


	As of December 31, 2024 (unaudited)
(Dollars in thousands)	Renasant (As reported)		The First (As reported)		Merger Pro Forma Adjustments		Note 2	Pro Forma Combined
Assets
Cash and due from banks	$	1,092,032	$	220,411	$	(40,120)	(1)	$	1,272,323
Securities	1,957,125		1,646,094		(74,655)		(2)	3,528,564
Loans held for sale	246,171		3,687		—			249,858
Loans, net of unearned income	12,885,020		5,407,231		(188,851)		(3)	18,103,400
Allowance for credit losses	(201,756)		(56,205)		(28,033)		(4)	(285,994)
Net loans	12,683,264		5,351,026		(216,884)			17,817,406
Premises and equipment, net	279,796		169,796		7,000		(5)	456,592
Other real estate owned	8,673		7,874		3,624		(6)	20,171
Goodwill	988,898		272,520		141,410		(7)	1,402,828
Core deposit intangibles	14,105		59,278		100,332		(8)	173,715
Bank-owned life insurance	391,810		145,569		—			537,379
Mortgage servicing rights	72,991		—		—			72,991
Other assets	300,003		128,523		45,484		(9)	474,010
Total assets	$	18,034,868	$	8,004,778	$	(33,809)		$	26,005,837
Liabilities
Non-interest bearing	$	3,403,981	$	1,796,685	$	—		$	5,200,666
Interest bearing	11,168,631		4,808,171		(7,391)		(10)	15,969,411
Total deposits	14,572,612		6,604,856		(7,391)			21,170,077
Short-term borrowings	108,018		210,000		—			318,018
Long-term debt	430,614		123,731		(2,902)		(11)	551,443
Other liabilities	245,306		60,760		4,422		(12)	310,488
Total liabilities	15,356,550		6,999,347		(5,871)			22,350,026
Shareholders' Equity
Preferred stock	—		—		—			—
Common stock	332,421		32,410		123,781		(13)	488,612
Treasury stock, at cost	(97,196)		(41,111)		41,111		(14)	(97,196)
Additional paid-in capital	1,491,847		777,508		126,212		(15)	2,395,567
Retained earnings	1,093,854		346,182		(428,600)		(16)	1,011,436
Accumulated other comprehensive loss	(142,608)		(109,558)		109,558		(17)	(142,608)
Total shareholders' equity	2,678,318		1,005,431		(27,938)			3,655,811
Total liabilities and shareholders' equity	$	18,034,868	$	8,004,778	$	(33,809)		$	26,005,837


	For the Year Ended December 31, 2024 (unaudited)
(Dollars in thousands, except per share amounts)	Renasant (As reported)		The First (As reported)		Merger Pro Forma Adjustments		Note 2	Pro Forma Combined

Interest income
Loans	$	806,296	$	321,665	$	44,771	(a)	$	1,172,732
Securities	41,924		44,726		35,426		(b)	122,076
Other	39,557		3,444		—			43,001
Total interest income	887,777		369,835		80,197			1,337,809
Interest expense
Deposits	346,592		117,850		6,583		(c)	471,025
Borrowings	28,989		17,716		937		(d)	47,642
Total interest expense	375,581		135,566		7,520			518,667
Net interest income	512,196		234,269		72,677			819,142
Provision for credit losses	9,273		3,790		66,076		(e)	79,139
Net interest income after provision for credit losses	502,923		230,479		6,601			740,003
Noninterest income
Service charges on deposit accounts	41,779		13,905		(1,001)		(f)	54,683
Fees and commissions	16,190		20,627		(9,114)		(g)	27,703
Insurance commissions	5,473		—		—			5,473
Wealth management revenue	23,559		—		—			23,559
Mortgage banking income	36,376		3,354		—			39,730
Gain on sale of insurance agency	53,349		—		—			53,349
Gain on debt extinguishment	56		—		—			56
Bank owned life insurance income	11,567		4,420		—			15,987
Other	15,311		7,456		—			22,767
Total noninterest income	203,660		49,762		(10,115)			243,307
Noninterest expense
Salaries and employee benefits	283,768		102,153		—			385,921
Data processing	16,030		1,611		—			17,641
Net occupancy and equipment	45,960		22,855		175		(h)	68,990
Other real estate owned	858		—		—			858
Professional fees	12,418		6,208		—			18,626
Advertising and public relations	16,210		445		—			16,655
Intangible amortization	4,691		9,533		20,674		(i)	34,898
Communications	8,379		2,525		—			10,904
Merger and conversion expenses	13,349		3,740		38,251		(j)	55,340
Other	59,955		33,206		—			93,161
Total noninterest expense	461,618		182,276		59,100			702,994
Income before income taxes	244,965		97,965		(62,614)			280,316
Income tax expense	49,508		20,771		(13,149)		(k)	57,130
Net income	$	195,457	$	77,194	$	(49,465)		$	223,186
Basic earnings per share	$	3.29	$	2.45				$	2.46
Diluted earnings per share	$	3.27	$	2.44				$	2.44
Cash dividends per common share	$	0.88	$	1.00				$	0.88
Weighted-average common shares outstanding:
Basic	59,350,157		31,505,267		—			90,855,424
Diluted	59,748,790		31,622,473		—			91,371,263


Balance Sheet Pro Forma Adjustments as of December 31, 2024:

Merger Pro Forma Adjustments:
(1)	Adjustments to cash and cash equivalents:
	To reflect Renasant's estimated transaction costs including investment banking fees, legal fees, accounting fees, and registration fees	$	(38,251)
	To reflect cash consideration to holders of options on The First common stock	(1,869)
		$	(40,120)
(2)	Adjustments to securities:
	To reflect estimated fair value of The First’s securities, at a discount	$	(71,655)
	To reflect the redemption of The First's subordinated debt currently held by Renasant	(3,000)
		$	(74,655)
(3)	Adjustments to loans, net of unearned income:
	To reflect the estimated fair value of The First’s loan portfolio comprised of an interest rate mark of $143,529 and a credit mark of $84,238, which includes a purchase credit deteriorated (“PCD”) credit mark of $22,584, and a non-PCD credit mark of $61,654	$	(227,767)
	To gross up acquired PCD loans and leases for the PCD allowance for credit losses ("ACL")	22,584
	To eliminate The First’s historical fair value adjustments on previously acquired loans	16,332
		$	(188,851)
(4)	Adjustments to allowance for credit losses:
	To eliminate The First's ACL	$	56,205
	To establish the initial ACL reserve	(84,238)
		$	(28,033)
(5)	Adjustments to premises and equipment, net:
	To reflect the fair value of acquired premises and equipment	$	7,000

(6)	Adjustments to other real estate owned:
	To reflect the estimated fair value of The First's other real estate owned	$	3,624

(7)	Adjustments to goodwill:
	To eliminate The First's goodwill of $272,520 and reflect $413,930 of goodwill for consideration paid in excess of fair value of The First's assets acquired and liabilities assumed.	$	141,410

(8)	Adjustments to core deposit intangibles:


	To reverse The First's historical core deposit intangible assets	(59,278)
	To record an estimate of core deposit intangible assets expected to be amortized over 10 years using the sum of the years digits method	159,610
		$	100,332
	The following table reflects after-tax amortization on the acquired core deposit intangible for the first five years following the date of acquisition
	Year 1	30,207
	Year 2	27,041
	Year 3	23,876
	Year 4	20,710
	Year 5	17,544
		$	119,378
(9)	Adjustments to other assets:
	To reflect the deferred tax effects from fair market value adjustments and other purchase accounting adjustments, including transaction costs and provision for credit losses on non-PCD loans; deferred tax adjustments were calculated at the federal statutory rate of 21% adjusted for eligible deductions	$	45,484

(10)	Adjustment to interest-bearing deposits:
	To reflect an estimated premium on acquired certificates of deposits	(7,391)

(11)	Adjustments to long-term debt:
	To reflect the fair market value adjustment on The First's trust preferred securities	(1,153)
	To eliminate the historical discount on The First’s previously acquired trust preferred securities	1,669
	To reflect the fair market value adjustment on The First's subordinated debt	(1,738)
	To reflect the redemption of The First's subordinated debt currently held by Renasant	(3,000)
	To eliminate The First's issuance costs on subordinated debt	1,320
		$	(2,902)
(12)	Adjustments to other liabilities:
	To record the allowance for unfunded commitments	4,422

(13)	Adjustments to common stock:
	To eliminate The First common stock	(32,410)
	To record the issuance of Renasant common stock to The First's shareholders at aggregate par value	156,191
		$	123,781
(14)	Adjustment to treasury stock, at cost:
	To eliminate The First's treasury stock	$	41,111

(15)	Adjustments to additional paid-in capital
	To eliminate The First's capital surplus	(777,508)
	To reflect the issuance of Renasant capital in excess of par value to The First's shareholders	903,720
		$	126,212
(16)	Adjustments to retained earnings:
	To eliminate The First's retained earnings	(346,182)
	To reflect Renasant's estimated after-tax transaction costs	(30,218)
	To record the allowance for unfunded commitments	(3,493)
	To reflect the after-tax provision for credit losses on non-PCD loans	(48,707)
		$	(428,600)
(17)	Adjustments to accumulated other comprehensive loss:
	To eliminate The First's accumulated other comprehensive income	$	109,558


Income Statement Merger Pro Forma Adjustments for the year ended December 31, 2024:

Merger Pro Forma Adjustments:
(a)	Adjustments to interest income on loans
	To eliminate The First's discount accretion on previously acquired loans	$	(8,311)
	To reflect estimated accretion of the net discount on acquired loans	53,082
		$	44,771
(b)	Adjustments to interest income on securities
	To reflect the reinvestment of securities in higher yielding investments at an estimated rate of 5.0%	$	35,426

(c)	Adjustments to interest expense on deposits:
	To reflect accretion of the intangible created on time deposits acquired	$	(808)
	To reflect amortization of the premium on acquired time deposits	7,391
		$	6,583
(d)	Adjustments to interest expense on borrowings
	To eliminate The First’s premium on previously acquired trust preferred securities	$	(97)
	To reflect estimated amortization of the premium on acquired trust preferred securities	168
	To eliminate The First’s historical issuance costs on subordinated debt	(248)
	To eliminate interest expense on subordinated debt redeemed by Renasant	(127)
	To reflect the estimated amortization of the premium on acquired subordinated debt	1,241
		$	937
(e)	Adjustment to provision expense:
	To reflect estimated provision expense for non-PCD loans at the date of acquisition	$	61,654
	To reflect the estimated provision expense for unfunded commitments at the date of acquisition	4,422
		$	66,076
(f)	Adjustment on service charges on deposit accounts:
	To reflect the estimated loss of fee income from the elimination of consumer nonsufficient funds fees and certain consumer overdraft fees	$	(1,001)

(g)	Adjustment to fees and commissions:
	To reflect the estimated loss of pre-tax income resulting from the application of the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010	$	(9,114)

(h)	Adjustment to net occupancy and equipment expense
	To reflect estimated depreciation expense for acquired real estate	$	175

(i)	Adjustments to intangible amortization
	To eliminate amortization on The First's core deposit intangible	$	(9,533)
	To reflect the amortization of the core deposit intangible created as a result of Renasant's acquisition of The First	30,207
		$	20,674
(j)	Adjustments to merger and conversion expenses
	To record merger and conversion expense expected or incurred after December 31, 2024	$	38,251

(k)	Adjustment to income tax expense:
	To record the income tax effects of pro forma adjustments at the estimated statutory federal corporate tax rate of 21%.	$	(13,149)


Preliminary Purchase Price Allocation (in thousands, except per share data):
Shares of The First common stock outstanding at April 1, 2025 (including unvested restricted stock)			31,238,172
Exchange ratio			1.00
Shares of Renasant common stock issued in exchange for shares of The First common stock			31,238,172
Price per share, based on the closing share price of Renasant common stock on March 31, 2025			$	33.93
Pro forma value of Renasant common stock issued			$	1,059,911
Cash consideration for The First's stock options outstanding			1,869
Total value of consideration			$	1,061,780

Net Assets Acquired:	April 1, 2024 (as adjusted)
ASSETS
Cash and cash equivalents	$	220,411
Securities	1,574,439
Loans, net	5,199,483
Premises and equipment	176,796
Other intangible assets	159,610
Bank-owned life insurance	145,569
Other assets	163,596
Total Assets	$	7,639,904
LIABILITIES
Deposits:
Non-interest bearing	$	1,796,685
Interest bearing	4,800,780
Total deposits	6,597,465
Long-term debt	123,829
Other borrowings	210,000
Other liabilities	60,760
Total Liabilities	$	6,992,054
Net Assets Acquired			647,850
Preliminary Pro Forma Goodwill			$	413,930