RENASANT CORP
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Reports of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Renasant Corporation
Tupelo, Mississippi
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Renasant Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 2, 2026, expressed an adverse opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses - Loans
As described in Notes 4 and 5 to the Company's consolidated financial statements, as of December 31, 2025, the Company had a net loan portfolio of approximately $19.0 billion and related allowance for credit losses (“ACL”) of $294.0 million. As described in Note 1 to the Company’s consolidated financial statements, the ACL represents management’s estimate of credit losses for the remaining estimated life of the loan portfolio, and uses loss experience, current and projected economic conditions, asset quality trends, and known and inherent risks in the portfolio to develop the quantitative component. This quantitative component is then adjusted for qualitative risk factors that involve management estimates and subjective assumptions that require a high degree of management’s judgment.
We identified (i) certain assumptions in the determination of the qualitative factors and (ii) the selection of macroeconomic forecasts used for the ACL in the evaluation of loans evaluated on a collective basis as a critical audit matter. Auditing these complex judgments and assumptions involved especially challenging auditor judgment due to the subjective nature of management’s qualitative assessment, inherent uncertainty involved in forecasting, and the nature and extent of audit effort required to address these matters, including the extent of specialized skills and knowledge needed.
The primary procedures we performed to address this critical audit matter included:
Testing the design and operating effectiveness of controls associated with loans evaluated on a collective basis, including controls around the reliability and accuracy of relevant data used in the ACL model, and review and approval of selected qualitative factors.
Assessing the reasonableness of management’s assumptions in the determination of the qualitative factors for loans evaluated on a collective basis by assessing consistent application, evaluation and conclusions reached, including consideration of contradictory evidence.
Evaluating the relevance and reliability of data used in determining the qualitative factors by comparing the data to i) internally developed and third-party sources, and ii) other audit evidence gathered.
Utilizing personnel with specialized skill and knowledge in evaluating the reasonableness of the macroeconomic forecasts used in the qualitative component of the ACL.
Fair Value of Acquired Loans
As described in Note 2 to the Company’s consolidated financial statements, the Company completed its acquisition of The First Bancshares, Inc. on April 1, 2025, for a total purchase consideration of $1.1 billion, with total assets acquired of $7.6 billion, liabilities assumed of $6.9 billion and resulting goodwill of $418.2 million. Determination of the acquisition date fair values of the assets acquired and liabilities assumed require the Company to make significant estimates and assumptions.
We identified certain assumptions in the purchase accounting adjustment for acquired loans used in the determination of the credit component of the adjustment for non-purchased credit deteriorated (“Non-PCD”) loans as a critical audit matter. Auditing these significant assumptions involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including evaluating the appropriateness of the market data selected.
The primary procedures we performed to address this critical audit matter included:
Testing the design and operating effectiveness of the controls associated with evaluating the credit component of the adjustment to Non-PCD loans.
Testing the completeness and accuracy of the loan level data utilized in the valuation of the acquisition date fair value of acquired Non-PCD loans by confirming on a sample basis, loan level data with borrowers and agreeing loan level data to management’s documentation.
Evaluating the appropriateness of the valuation model used to develop the credit component of the adjustment to Non-PCD loans, by comparing the credit characteristics of the acquired loan portfolio to the Company’s legacy loans evaluated on a collective basis and identifying potential sources of disconfirming information.
/s/ BDO USA, P.C.
(formerly HORNE LLP)
We have served as the Company’s auditor since 2005.
Memphis, Tennessee
March 2, 2026
Shareholders and Board of Directors
Renasant Corporation
Tupelo, Mississippi
Opinion on Internal Control Over Financial Reporting
We have audited Renasant Corporation’s (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the accompanying consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 2, 2026 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report on Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness regarding management’s failure to implement appropriate segregation of duties over a certain subset of manual journal entries has been identified and described in management’s assessment. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 2, 2026, on those consolidated financial statements.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, P.C.
Memphis, Tennessee
March 2, 2026
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